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 recitals hereto. "Assignment" shall mean, for purposes of this Agreement, the First-Tier Initial Assignment or any First-Tier Subsequent Assignment, as the context may require. "Closing" shall have the meaning specified in Section 2.3. "Closing Date" shall mean January __, 1999. "Cutoff Date" shall mean the Initial Cutoff Date or any Subsequent Cutoff Date, as the context may require. "First-Tier Initial Assignment" shall mean the document of assignment in substantially the form attached to this Agreement as Exhibit A-1. "First-Tier Subsequent Assignment" shall mean any document of assignment in substantially the form attached to this Agreement as Exhibit A-2. "Indenture" shall mean the Indenture, dated as of January __, 1999, 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. "Initial Cutoff Date" shall mean January 1, 1999. "Initial Receivable" shall mean, for purposes of this Agreement, each motor vehicle retail installment sale contract described in the Schedule of Initial 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. "Initial Receivables Purchase Price" shall mean $[ ]. "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, Inc., a Delaware corporation, and its successors and assigns. "Receivable" shall mean, for purposes of this Agreement, any Initial Receivable or Subsequent Receivable, as the context may require.
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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 recitals hereto. "Assignment" shall mean, for purposes of this Agreement, the First-Tier Initial Assignment or any First-Tier Subsequent Assignment, as the context may require. "Closing" shall have the meaning specified in Section 2.3. "Closing Date" shall mean January __20, 1999. "Cutoff Date" shall mean the Initial Cutoff Date or any Subsequent Cutoff Date, as the context may require. "First-Tier Initial Assignment" shall mean the document of assignment in substantially the form attached to this Agreement as Exhibit A-1. "First-Tier Subsequent Assignment" shall mean any document of assignment in substantially the form attached to this Agreement as Exhibit A-2. "Indenture" shall mean the Indenture, dated as of January __1, 1999, 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. "Initial Cutoff Date" shall mean January 1, 1999. "Initial Receivable" shall mean, for purposes of this Agreement, each motor vehicle retail installment sale contract described in the Schedule of Initial 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. "Initial Receivables Purchase Price" shall mean $[ ]353,430,486. "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, Inc., a Delaware corporation, and its successors and assigns. "Receivable" shall mean, for purposes of this Agreement, any Initial Receivable or Subsequent Receivable, as the context may require.. "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 January 1, 1999, 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 Initial Receivables" shall mean, for purposes of this Agreement, the list of Initial Receivables (which list may be in the form of microfiche or compact disk) annexed hereto as Exhibit B. "Schedule of Receivables" shall mean, for purposes of this Agreement, the Schedule of Initial Receivables or any Schedule of Subsequent Receivables, as the context may require. "Schedule of Subsequent Receivables" shall mean, for purposes of this Agreement, any list of Subsequent Receivables (which list may be in the form of microfiche or compact disk) attached as Schedule A to the related First-Tier Subsequent Assignment. "Seller" shall mean Mitsubishi Motors Credit of America, Inc., a Delaware corporation, and its successors and assigns. "Subsequent Cutoff Date", with respect to any Subsequent Receivable, shall have the meaning specified in the related First-Tier Subsequent Assignment. "Subsequent Receivable" shall mean, for purposes of this Agreement, each motor vehicle retail installment sale contract described in a Schedule of Subsequent Receivables attached as Schedule A to a First-Tier Subsequent Assignment and all rights and obligations thereunder and any amendments, modifications or supplements to such motor vehicle retail installment sale contract. "Subsequent Receivables Purchase Price" shall have the meaning specified in Section 2.2(a). "Subsequent Transfer Date" shall mean, with respect to any Subsequent Receivable, the Business Day during the Pre-Funding Period on which the related First-Tier Subsequent Assignment is executed and delivered by the Seller to the Purchaser pursuant to Section 4.1(b)(iii)(A). "Trust" shall mean the MMCA Auto Owner Trust 1999-1 created by the Trust Agreement. "Trust Agreement" shall mean the Amended and Restated Trust Agreement, dated as of January 1, 1999, between the Purchaser, as depositor, and Wilmington Trust Company, as Owner Trustee, as the same may be from time to time amended, supplemented or otherwise modified and in effect. "Underwriting Agreement" shall mean the Underwriting Agreement, dated January 12, 1999 by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as representative of the several underwriters, and the Purchaser, as the same may be from time to time amended, supplemented or otherwise modified and in effect. "Yield Supplement Agreement" shall mean the Yield Supplement Agreement to be entered into by the Seller and the Purchaser on the Closing Date, as the same may be from time to time amended, supplemented or otherwise modified and in effect. ARTICLE II
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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 recitals hereto. "Assignment" shall mean, for purposes mean the document of assignment attached to this Agreement, the First-Tier Initial Assignment or any First-Tier Subsequent Assignment, Agreement as the context may require. Exhibit A. "Closing" shall have the meaning specified in Section 2.32.2. "Closing Date" shall mean January __August 20, 19991998. "Cutoff Date" shall mean the Initial Cutoff Date or any Subsequent Cutoff DateAugust 1, as the context may require. "First-Tier Initial Assignment" shall mean the document of assignment in substantially the form attached to this Agreement as Exhibit A-1. "First-Tier Subsequent Assignment" shall mean any document of assignment in substantially the form attached to this Agreement as Exhibit A-21998. "Indenture" shall mean the Indenture, dated as of January __August 1, 19991998, 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. "Initial Cutoff Date" shall mean January 1, 1999. "Initial Receivable" shall mean, for purposes of this Agreement, each motor vehicle retail installment sale contract described in the Schedule of Initial 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. "Initial Receivables Purchase Price" shall mean $[ ]. "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, Inc., a Delaware corporation, and its successors and assigns. "Receivable" shall mean, for the purposes of this Agreement, each retail installment sale contract for a Financed Vehicle described in the Schedule of Receivables and all rights and obligations thereunder which appears on Exhibit B hereto and any Initial Receivable amendments, modifications or Subsequent Receivablesupplements to such retail installment sales contract. "Receivables Purchase Price" shall mean $927,719,167.00. "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 August 1, 1998, among Mitsubishi Motors Credit of America, Inc., as servicer, the Purchaser, as seller, and the Trust, as purchaser, as the context same may requirefrom time to time be amended, supplemented or otherwise modified and in effect. "Schedule of Receivables" shall mean the list of Receivables annexed hereto as Exhibit B. "Seller" shall mean Mitsubishi Motors Credit of America, Inc., a Delaware corporation, and its successors and assigns. "Trust" shall mean the MMCA Auto Owner Trust 1998-1 created by the Trust Agreement. "Trust Agreement" shall mean the Amended and Restated Trust Agreement, dated as of August 1, 1998, between the Purchaser, as depositor, and Wilmington Trust Company, as Owner Trustee, as the same may be from time to time amended, supplemented or otherwise modified and in effect. "Underwriting Agreement" shall mean the Underwriting Agreement by and between ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as representative of the several underwriters, and the Purchaser, dated August 13, 1998. "Yield Supplement Agreement" shall mean the Yield Supplement Agreement to be entered into by the Seller and the Purchaser on the Closing Date, as the same may from time to time be amended, supplemented or otherwise modified and in effect.
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