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Title: |
Purchase Agreement |
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Entities: |
Mmca Auto Owner Trust 2002-4; Skadden, Arps, Slate, Meagher & Flom LLP |
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Date: |
2002 |
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Size: |
Preview shows 10KB of 89KB total |
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Price: |
$42 |
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ID: |
#1909914 |
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PURCHASE AGREEMENT
between
MITSUBISHI MOTORS CREDIT OF AMERICA, INC.
as Seller
and
MMCA AUTO RECEIVABLES TRUST II
as Purchaser
Dated as of October 1, 2002
{PAGE}
TABLE OF CONTENTS
Page
----
ARTICLE I - DEFINITIONS AND USAGE.............................................1
ARTICLE II - PURCHASE AND SALE OF RECEIVABLES.................................1
Section 2.1 Purchase and Sale of Receivables............................1
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................5
ARTICLE IV - CONDITIONS......................................................12
Section 4.1 Conditions to Obligations of the Purchaser.................12
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.......................................................16
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 Amendments.................................................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
Exhibits
Form of First-Tier Initial Assignment ...............................Exhibit A-1
Form of First-Tier Subsequent Assignment ............................Exhibit A-2
Schedule of Initial Receivables .....................................Exhibit B
Schedules
Locations of Receivables Files ......................................Schedule A
{PAGE}
PURCHASE AGREEMENT, dated as of October 1, 2002 (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 II, a Delaware statutory 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 Initial Receivables (such capitalized term and the other
capitalized terms used herein have the meanings assigned thereto pursuant to
Article I hereof) and other property related thereto will be sold by the
Seller to the Purchaser on the Closing Date and the Subsequent Receivables and
other property related thereto will be sold by the Seller to the Purchaser
from time to time during the Pre-Funding Period, which Receivables and other
property related thereto will be sold by the Purchaser, pursuant to the Sale
and Servicing Agreement, to the Trust 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 AND USAGE
Except as otherwise specified herein or as the context may
otherwise require, capitalized terms used but not otherwise defined herein are
defined in Appendix A to the Indenture (the "Indenture"), dated as of October
1, 2002, between MMCA Auto Owner Trust 2002-4, as issuer, and Bank of
Tokyo-Mitsubishi Trust Company, as indenture trustee, which also contains
rules as to usage that shall be applicable herein. The term "Seller" herein
shall mean Mitsubishi Motors Credit of America, Inc, its successors and
assigns.
ARTICLE II - PURCHASE AND SALE OF RECEIVABLES
Section 2.1 Purchase and Sale of Receivables.
On the Closing Date and on each Subsequent Transfer Date, subject
to the terms and conditions of this Agreement, the Seller agrees to sell to
the Purchaser, and the Purchaser agrees to purchase from the Seller, the
Receivables set forth in the related Schedule of Receivables and the other
property relating thereto (as described below).
(a) Sale of Initial Receivables. Subject to satisfaction of the
conditions set forth in Section 4.1(a), on the Closing Date, and
simultaneously with the transactions to be consummated pursuant to the
Indenture, the Sale and Servicing Agreement and the Trust Agreement, the
Seller shall, pursuant to the First-Tier Initial Assignment, sell, transfer,
assign and otherwise convey to the Purchaser, 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, collectively:
(i) the Initial Receivables;
(ii) with respect to Initial Receivables that are
Actuarial Receivables, monies due thereunder after the Initial Cutoff Date
(including Payaheads) and, with respect to Initial Receivables that are Simple
Interest Receivables, monies received thereunder after the Initial Cutoff
Date;
(iii) the security interests in Financed Vehicles granted by
Obligors pursuant to the Initial Receivables and any other interest of the
Seller in such Financed Vehicles;
(iv) all rights to receive proceeds with respect to the
Initial 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 the
Initial Receivables from recourse to Dealers thereon pursuant to the Dealer
Agreements;
(vi) all of the Seller's rights to the Receivable Files that
relate to the Initial Receivables;
(vii) all payments and proceeds with respect to the Initial
Receivables held by the Seller;
(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 an Initial Receivable
that is a Final Payment Receivable), guarantees and other collateral securing
an Initial Receivable (other than an Initial Receivable purchased by the
Servicer or repurchased by the Seller);
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