EXHIBIT 99.1
FIRST-TIER SUBSEQUENT ASSIGNMENT
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For value received, in accordance with the Purchase
Agreement, dated as of January 1, 1999, between the undersigned and MMCA
AUTO RECEIVABLES, INC. (the "Purchaser") (as amended, supplemented or
otherwise modified and in effect from time to time, the "Purchase
Agreement"), the undersigned does hereby sell, assign, transfer and
otherwise convey unto the Purchaser, without recourse (subject to the
obligations in the Purchase Agreement), all right, title and interest of
the undersigned, whether now owned or hereafter acquired, in, to and under
the following, collectively:
(i) the Subsequent Receivables set forth in the Schedule of
Subsequent Receivables attached hereto as Schedule A;
(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 undersigned'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 undersigned;
(viii) all property (including the right to receive
Liquidation Proceeds and Recoveries and Financed Vehicles and the
proceeds thereof acquired by the undersigned 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 undersigned);
(ix) 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
(x) 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 foregoing sale does not constitute and is not intended
to result in any assumption by the Purchaser of any obligation of the
undersigned to the Obligors, insurers or any other Person in connection
with the Subsequent Receivables, the related Receivable Files, any
insurance policies or any agreement or instrument relating to any of them.
This First-Tier Subsequent Assignment is made pursuant to
and upon the represen tations, warranties and agreements on the part of the
undersigned contained in the Purchase Agreement (including the Officer's
Certificate of the undersigned accompanying this First-Tier Subsequent
Assignment) and is to be governed by the Purchase Agreement.
The undersigned hereby represents that as of the Subsequent
Cut-off Date the aggregate Principal Balance of the Subsequent Receivables
conveyed hereby was $118,376,881.27.
In the event that the foregoing sale, assignment, transfer
and conveyance is deemed to be a pledge, the undersigned hereby grants to
the Purchaser a first priority security interest in all of the
undersigned's right to and interest in the Subsequent Receivables and other
property described in clauses (i) through (x) above to secure a loan deemed
to have been made by the Purchaser to the undersigned 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 First-Tier Subsequent Assignment shall be construed in
accordance with the laws of the State of New York and the obligations of
the undersigned under this First-Tier Subsequent Assignment shall be
determined in accordance with such laws.
Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in, or incorporated by
reference into, the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has caused this First-Tier
Subsequent Assignment to be duly executed as of March 1, 1999.
MITSUBISHI MOTORS CREDIT OF
AMERICA, INC.
By: /s/ Xxxxxxxx Xxxxxxxx
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Name: Xxxxxxxx Xxxxxxxx
Title: Executive Vice President
