SECOND-TIER SUBSEQUENT ASSIGNMENT
Dated: September 10, 2002
For value received, in accordance with and subject to the
Sale and Servicing Agreement, dated as of August 1, 2002 (the
"Sale and Servicing Agreement"), among MMCA Auto Owner Trust 2002-3
(the "Trust"), MMCA Auto Receivables Trust II, 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 the Subsequent Receivables that are
Actuarial Receivables, monies due thereunder on or
after August 31, 2002 (the "Subsequent Cutoff Date")
(including Payaheads) and, with respect to Subsequent
Receivables that are Simple Interest Receivables,
monies received thereunder on or after the Subsequent
Cutoff Date;
(iii) the security interests in Financed Vehicles granted
by Obligors pursuant to the 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 purchased by the Servicer or repurchased
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 Cutoff Date,
the aggregate Principal Balance of the Subsequent Receivables was
$162,658,994.21.
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 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 and incorporated by
reference into the Sale and Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has caused this Second-Tier
Subsequent Assignment to be duly executed as of the day hereinabove set forth.
MMCA AUTO RECEIVABLES TRUST II
/s/ Xxxxxxx Xxxxxxx
By: __________________________
Name: Xxxxxxx Xxxxxxx
Title: Executive Vice-President
and General Manager
Schedule A
SCHEDULE OF SUBSEQUENT RECEIVABLES PROVIDED TO THE INDENTURE TRUSTEE ON
THE SUBSEQUENT CLOSING DATE, WHICH MAY BE ON COMPUTER TAPE, COMPACT DISK, OR
MICROFICHE
