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Title: |
Purchase Agreement |
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Entities: |
Mmca Auto Owner Trust 2001-1; Skadden, Arps, Slate, Meagher & Flom LLP |
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Date: |
2001 |
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Size: |
Preview shows 9KB of 68KB total |
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Price: |
$40 |
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ID: |
#1899503 |
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PURCHASE AGREEMENT
between
MITSUBISHI MOTORS CREDIT OF AMERICA, INC.
as Seller
and
MMCA AUTO RECEIVABLES TRUST
as Purchaser
Dated as of [ ], 2001
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS................................................1
ARTICLE II PURCHASE AND SALE OF RECEIVABLES...........................3
SECTION 2.1. Purchase and Sale of Receivables....................3
SECTION 2.2. Payment of the Purchase Price.......................4
SECTION 2.3. The Closing.........................................4
ARTICLE III REPRESENTATIONS AND WARRANTIES.............................5
SECTION 3.1. Representations and Warranties of the Purchaser.....5
SECTION 3.2. Representations and Warranties of the Seller........6
ARTICLE IV CONDITIONS.........................................13
SECTION 4.1. Conditions to Obligations of the Purchaser.........13
SECTION 4.2. Conditions to Obligation of the Seller.............14
ARTICLE V COVENANTS OF THE SELLER...................................14
SECTION 5.1. Protection of Right, Title and Interest............14
SECTION 5.2. Other Liens or Interests...........................15
SECTION 5.3. Costs and Expenses.................................16
SECTION 5.4. Indemnification....................................16
SECTION 5.5. Sale...............................................17
ARTICLE VI MISCELLANEOUS PROVISIONS..................................17
SECTION 6.1. Obligations of Seller..............................17
SECTION 6.2. Repurchase Events..................................17
SECTION 6.3. Purchaser's Assignment of Repurchased Receivables..17
SECTION 6.4. Trust..............................................17
SECTION 6.5. Amendment..........................................18
SECTION 6.6. Accountants' Letters...............................18
SECTION 6.7. Waivers............................................18
SECTION 6.8. Notices............................................18
SECTION 6.9. Costs and Expenses.................................19
SECTION 6.10. Representations of the Seller and the Purchaser....19
SECTION 6.11. Confidential Information...........................19
SECTION 6.12. Headings and Cross-References......................19
SECTION 6.13. Governing Law......................................19
SECTION 6.14. Agreements of Purchaser............................19
SECTION 6.15. Counterparts.......................................19
EXHIBIT A FORM OF FIRST-TIER ASSIGNMENT............................A-1
EXHIBIT B SCHEDULE OF RECEIVABLES PROVIDED TO
THE INDENTURE TRUSTEE ON THE CLOSING DATE,
WHICH MAY BE ON COMPUTER TAPE,
COMPACT DISK, OR MICROFICHE..............................B-1
SCHEDULE A
Locations of Receivables Files..................................SA-1
PURCHASE AGREEMENT, dated as of [ ], 2001 (as amended,
supplemented or otherwise modified and in effect from time to time, this
"Agreement"), by and between MITSUBISHI MOTORS CREDIT OF AMERICA, INC., a
Delaware corporation (the "Seller"), having its principal executive office
at 6363 Katella Avenue, Cypress, California 90630-5205, and MMCA AUTO
RECEIVABLES TRUST, a Delaware business trust (the "Purchaser"), having its
principal executive office at 6363 Katella Avenue, Cypress, California
90630-5205.
WHEREAS, in the regular course of its business, the Seller
purchases certain motor vehicle retail installment sale contracts secured
by new and used automobiles and sports-utility vehicles from motor vehicle
dealers; and
WHEREAS, the Seller and the Purchaser wish to set forth the
terms pursuant to which the Receivables (such capitalized term and the
other capitalized terms used herein have the meanings assigned thereto
pursuant to Article I hereof) and certain additional property related
thereto are to be sold by the Seller to the Purchaser on the Closing Date,
which Receivables and other property related thereto will be sold by the
Purchaser, pursuant to the Sale and Servicing Agreement, to the MMCA Auto
Owner Trust 2001-1 to be created pursuant to the Trust Agreement.
NOW, THEREFORE, in consideration of the foregoing, other
good and valuable consideration, and the mutual terms and covenants
contained herein, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Terms not defined in this Agreement shall have the meaning
set forth in, or incorporated by reference into, the Sale and Servicing
Agreement or, if not defined therein, in the Indenture. As used in this
Agreement, the following terms shall, unless the context otherwise
requires, have the following meanings (such meanings to be equally
applicable to the singular and plural forms of the terms defined):
"Agreement" shall have the meaning specified in the preamble
hereto.
"Assignment" shall mean, for purposes of this Agreement, the
First-Tier Assignment.
"Closing" shall have the meaning specified in Section 2.3.
"Closing Date" shall mean [ ], 2001.
"Cutoff Date" shall mean [ ], 2001.
"Eligible Receivable" shall mean, each Receivable as to
which the representations and warranties of the Seller in Section 3.2(b)
shall be true and correct in all material respects as of the Cutoff Date.
"First-Tier Assignment" shall mean the document of
assignment in substantially the form attached to this Agreement as Exhibit
A.
"Indenture" shall mean the Indenture, dated as of [ ], 2001,
between the Trust and Bank of Tokyo-Mitsubishi Trust Company, a New York
banking corporation, as Indenture Trustee, as the same may from time to
time be amended, supplemented or otherwise modified and in effect.
"Officer's Certificate" shall mean, for purposes of this
Agreement, a certificate signed by the chairman, the president, any
executive vice president, vice president or the treasurer of the Seller and
delivered to the Purchaser.
"Prospectus" shall have the meaning assigned to such term in
the Underwriting Agreement.
"Purchaser" shall mean MMCA Auto Receivables Trust, a
Delaware business trust, and its successors and assigns.
"Receivable" shall mean, for purposes of this Agreement,
each motor vehicle retail installment sale contract described in the
Schedule of Receivables attached hereto as Exhibit B and all rights and
obligations thereunder and any amendments, modifications or supplements to
such motor vehicle retail installment sale contract.
"Receivables Purchase Price" shall mean $[ ].
"Relevant UCC" shall mean the Uniform Commercial Code, as in
effect from time to time in the relevant jurisdictions.
"Repurchase Event" shall have the meaning specified in
Section 6.2.
"Sale and Servicing Agreement" shall mean the Sale and
Servicing Agreement, dated as of [ ], 2001, among Mitsubishi Motors Credit
of America, Inc., as servicer, the Purchaser, as seller, and the Trust, as
purchaser, as the same may from time to time be amended, supplemented or
otherwise modified and in effect.
"Schedule of Receivables" shall mean, for purposes of this
Agreement, the list of Receivables (which list may be in the form of
computer tape, microfiche or compact disk) annexed hereto as Exhibit B.
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