EXHIBIT 99.2
SECOND-TIER SUBSEQUENT ASSIGNMENT
For value received, in accordance with and subject to the
Sale and Servicing Agreement, dated as of January 1, 1999 (the "Sale and
Servicing Agreement"), among MMCA Auto Owner Trust 1999-1 (the "Trust"),
MMCA Auto Receivables, Inc., as the Seller (the "Seller"), and Mitsubishi
Motors Credit of America, Inc., as the Servicer (the "Servicer"), the
Seller hereby irrevocably sells, transfers, assigns and otherwise conveys
to the Trust, without recourse (subject to the obligations herein), all
right, title and interest of the Seller, whether now owned or hereafter
acquired, in, to and under the following:
(i) the Subsequent Receivables listed on Schedule A hereto;
(ii) with respect to Subsequent Receivables that are
Actuarial Receivables, all monies due thereunder on or after March
1, 1999 (the "Subsequent Cutoff Date") (including Payaheads), and,
with respect to Subsequent Receivables that are Simple Interest
Receivables, all monies received thereunder on or after the
Subsequent Cutoff Date;
(iii) the security interests in Financed Vehicles granted by
Obligors pursuant to such Subsequent Receivables and any other
interest of the Seller in such Financed Vehicles;
(iv) all rights to receive proceeds with respect to such
Subsequent Receivables from claims on any physical damage, theft,
credit life or disability insurance policies covering the related
Financed Vehicles or related Obligors;
(v) all rights to receive proceeds with respect to such
Subsequent Receivables from recourse to Dealers thereon pursuant to
Dealer Agreements;
(vi) all of the Seller's rights to the Receivable Files that
relate to such Subsequent Receivables;
(vii) all payments and proceeds with respect to such
Subsequent Receivables held by the Servicer;
(viii) all property (including the right to receive
Liquidation Proceeds and Recoveries and Financed Vehicles and the
proceeds thereof acquired by the Seller pursuant to the terms of a
Subsequent Receivable that is a Final Payment Receivable),
guarantees and other collateral securing a Subsequent Receivable
(other than a Subsequent Receivable repurchased by the Servicer or
purchased by the Seller);
(ix) all of the Seller's rights under the First-Tier
Subsequent Assignment;
(x) all rebates of premiums and other amounts relating to
insurance policies and other items financed under such Subsequent
Receivables in effect as of the Subsequent Cutoff Date; and
(xi) all present and future claims, demands, causes of
action and choses in action in respect of any or all of the
foregoing and all payments on or under and all proceeds of every
kind and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all
cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every
kind and other forms of obligations and receivables, instruments
and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing.
The Seller hereby represents that as of the Subsequent
Cut-off Date, the aggregate Principal Balance of the Subsequent Receivables
was $118,376,881.27.
The foregoing sale, transfer, assignment and conveyance
shall not constitute and is not intended to result in an assumption by the
Trust of any obligation of the Seller to the Obligors, the Dealers or any
other Person with respect the Subsequent Receivables set forth in Schedule
A attached hereto and the other Trust Property related thereto or any
agreement, document or instrument related thereto.
In the event that the foregoing sale, transfer, assignment
and conveyance is deemed to be a pledge, the Seller hereby grants to the
Trust a first priority security interest in all of the Seller's right to
and interest in the Subsequent Receivables and other property described in
clauses (i) through (xi) above to secure a loan deemed to have been made by
the Trust to the Seller in an amount equal to the sum of the initial
principal amount of the Notes plus accrued interest thereon and the Initial
Certificate Balance.
This Second-Tier Subsequent Assignment shall be construed in
accordance with the laws of the State of New York and the obligations of
the Seller under this Second-Tier Subsequent Assignment shall be determined
in accordance with such laws.
This Second-Tier Subsequent Assignment is made pursuant to
and upon the representations, warranties and agreements on the part of the
Seller contained in the Sale and Servicing Agreement (including the
Officer's Certificate of the Seller accompanying this Second-Tier
Subsequent Assignment) and is to be governed in all respects by the Sale
and Servicing Agreement. Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to them in the Sale and Servicing
Agreement.
IN WITNESS WHEREOF, the undersigned has caused this
Second-Tier Subse quent Assignment to be duly executed as of March 1, 1999.
MMCA AUTO RECEIVABLES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
