Purchase Agreement

Purchase Agreement




                                                             Exhibit No. 10.1 
  
                             PURCHASE AGREEMENT 
  
  
           This PURCHASE AGREEMENT, dated as of January 1, 1999 (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, INC., a Delaware corporation (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 light- and medium-duty trucks from motor
 vehicle dealers. 
  
           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 certain additional property related
 thereto are to be sold by the Seller to the Purchaser on the Closing Date
 and the Subsequent Receivables and certain additional property related
 thereto are to 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 MMCA Auto Owner Trust 1999-1 to be created pursuant to
 the Trust Agreement, which Trust will issue notes secured by such
 Receivables and certain other property of the Trust, pursuant to the
 Indenture, and certificates representing interests in certain property of
 the Trust, 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 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 Merrill Lynch & Co., Merrill Lynch,
 Pierce, Fenner & Smith 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
                      PURCHASE AND SALE OF RECEIVABLES 
  
           SECTION 2.1.  Purchase and Sale of Receivables.
  
           On the Closing Date and 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.  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
 on or after the Initial Cutoff Date (including Payaheads) and, with respect
 to Initial Receivables that are Simple Interest Receivables, monies
 received thereunder on or 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) 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) 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 repurchased by the Servicer or purchased by the
 Seller); (ix) rebates of premiums and other amounts relating to insurance
 policies and other items financed under the Initial Receivables in effect
 as of the Initial 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.
  
      It is the intention of the Seller and the Purchaser that the transfer
 and assignment of the Initial Receivables and the other property described
 in clauses (i) through (x) of this Section 2.1(a) shall constitute a sale
 of the Initial Receivables and such other property from the Seller to the
 Purchaser, conveying good title thereto free and clear of any liens, and
 the Initial Receivables and such other property shall not be part of the
 Seller's estate in the event of the filing of a bankruptcy petition by or
 against the Seller under any bankruptcy or similar law.  However, in the
 event that the foregoing transfer and assignment is deemed to be a pledge,
 the Seller hereby grants to the Purchaser a first priority security
 interest in all of the Seller's right to and interest in the Initial
 Receivables and other property described in the preceding paragraph to
 secure a loan deemed to have been made by the Purchaser 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. 
  
                (b)  Sale of Subsequent Receivables.  Subject to
 satisfaction of the conditions set forth in Section 4.1(b), the Seller
 shall, pursuant to each First-Tier Subsequent 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 Subsequent Receivables listed on Schedule A to the
 related First-Tier Subsequent Assignment,  (ii) with respect to the
 Subsequent Receivables that are Actuarial Receivables, monies due
 thereunder on or after the related Subsequent Cutoff Date (including
 Payaheads) and, with respect to Subsequent Receivables that are Simple
 Interest Receivables, monies received thereunder on or after the related
 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) 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) rights to
 receive proceeds with respect to such Subsequent Receivables from recourse
 to Dealers thereon pursuant to the related 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 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 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 Seller); (ix) rebates of premiums and other amounts relating to
 insurance policies and other items financed under such Subsequent
 Receivables in effect as of the related 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.
  
      It is the intention of the Seller and the Purchaser that each transfer
 and assignment of Subsequent Receivables and the other property described
 in clauses (i) through (x) of this Section 2.1(b) shall constitute a sale
 of such Subsequent Receivables and other property from the Seller to the
 Purchaser, conveying good title thereto free and clear of any liens, and
 such Subsequent Receivables and other property shall not be part of the
 Seller's estate in the event of the filing of a bankruptcy petition by or
 against the Seller under any bankruptcy or similar law.  However, in the
 event that the foregoing transfer and assignment is deemed to be a pledge,
 the Seller hereby grants to the Purchaser a first priority security
 interest in all of the Seller's right to and interest in such Subsequent
 Receivables and other property described in the preceding paragraph to
 secure a loan deemed to have been made by the Purchaser 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. 
  
           SECTION 2.2.  Payment of the Purchase Price
  
                (a)  Initial Receivables Purchase Price.  In consideration
 for the Initial Receivables, the other property described in Section 2.1(a)
 and delivery of the Yield Supplement Agreement, the Purchaser shall, on or
 prior to the Closing Date, pay to or upon the order of the Seller the
 Initial Receivables Purchase Price.  An amount equal to $287,294,634 of the
 Initial Receivables Purchase Price shall be paid to the Seller in cash. 
 The remainder of the Initial Receivables Purchase Price shall be paid by
 crediting the Seller with a contribution to the capital of the Purchaser. 
 The portion of the Initial Receivables Purchase Price to be paid in cash
 shall be by federal wire transfer (same day) funds.
  
                (b)  Subsequent Receivables Purchase Price.  In
 consideration for the Subsequent Receivables and the other property related
 thereto described in Section 2.1(b) to be sold, transferred, assigned and
 otherwise conveyed to the Purchaser on the related Subsequent Transfer
 Date, the Purchaser shall, on or prior to such Subsequent Transfer Date,
 pay to or upon the order of the Seller an amount (the related "Subsequent
 Receivables Purchase Price") equal to the aggregate Principal Balance of
 the Subsequent Receivables as of the related Subsequent Cutoff Date, plus
 any premium or minus any discount agreed upon by the Seller and the
 Purchaser.  Any Subsequent Receivables Purchase Price shall be payable as
 follows:  (i)  cash in the amount released to the Purchaser from the Pre-
 Funding Account pursuant to Section 4.8(a) of the Sale and Servicing
 Agreement shall be paid to or upon the order of the Seller on the related
 Subsequent Transfer Date by federal wire transfer (same day funds) and the
 balance paid in cash as and when amounts are released to, or otherwise
 realized by, the Purchaser from the Reserve Account and the Negative Carry
 Account in accordance with the Sale and Servicing Agreement; or (ii) as
 otherwise agreed by the Seller and the Purchaser.
  
           SECTION 2.3.  The Closing.  The sale and purchase of the
 Receivables shall take place at a closing (the "Closing") at the offices of
 Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New York, New
 York 10022 on the Closing Date, simultaneously with the closings under: 
 (a) the Sale and Servicing Agreement pursuant to which the Purchaser will
 assign all of its right, title and interest in, to and under the Initial
 Receivables, the Yield Supplement Agreement and other property described in
 Section 2.1(a) to the Trust in exchange for the Notes and the Certificates;
 (b) the Indenture, pursuant to which the Trust will issue the Notes and
 pledge all of its right, title and interest in, to and under the Trust
 Property to secure the Notes; (c) the Trust Agreement, pursuant to which
 the Trust will issue the Certificates; and (d) the Underwriting Agreement,
 pursuant to which the Purchaser will sell to the underwriters named therein
 the Notes.
  
                                 ARTICLE III
                       REPRESENTATIONS AND WARRANTIES 
  
           SECTION 3.1.  Representations and Warranties of the Purchaser. 
 The Purchaser hereby represents and warrants to the Seller as of the date
 hereof, the Closing Date and each Subsequent Transfer Date:
  
                (a)  Organization, etc.  The Purchaser has been duly
 incorporated and is validly existing as a corporation in good standing
 under the laws of the State of Delaware, with the power and authority to
 own its properties and to conduct its business as such properties are
 currently owned and such business is presently conducted, and had at all
 relevant times, and has, the power, authority and legal right to acquire
 and own the Receivables, and has full corporate power and authority to
 execute and deliver this Agreement and to carry out its terms. 
  
                (b)  Due Qualification.  The Purchaser is duly qualified to
 do business as a foreign corporation in good standing, and has obtained all
 necessary licenses and approvals, in all jurisdictions in which the
 ownership or lease of property or the conduct of its business shall require
 such qualifications.
  
                (c)  Due Authorization and Binding Obligation.  This
 Agreement has been duly authorized, executed and delivered by the
 Purchaser, and is the valid, binding and enforceable obligation of the
 Purchaser except as the same may be limited by insolvency, bankruptcy,
 reorganization or other laws relating to or affecting the enforcement of
 creditors' rights or by general equity principles.
  
                (d)  No Violation.  The execution, delivery and performance
 by the Purchaser of this Agreement and the consummation of the transactions
 contemplated hereby and the fulfillment of the terms hereof will not
 conflict with, result in any breach of any of the terms and provisions of,
 or constitute (with or without notice or lapse of time or both) a default
 under, the certificate of incorporation or bylaws of the Purchaser, or
 conflict with, or breach any of the terms or provisions of, or constitute
 (with or without notice or lapse of time or both) a default under, any
 indenture, agreement, mortgage, deed of trust or other instrument to which
 the Purchaser is a party or by which the Purchaser is bound or to which any
 of its properties are subject, or result in the creation or imposition of
 any lien upon any of its properties pursuant to the terms of any such
 indenture, agreement, mortgage, deed of trust or other instrument (other
 than this Agreement), or violate any law, order, rule, or regulation,
 applicable to the Purchaser or its properties, of any federal or state
 regulatory body, any court, administrative agency, or other governmental
 instrumentality having jurisdiction over the Purchaser or any of its
 properties.
  
                (e)  No Proceedings.  No proceedings or investigations are
 pending to which the Purchaser is a party or of which any property of the
 Purchaser is the subject, and, to the best knowledge of the Purchaser, no
 such proceedings or investigations are threatened or contemplated by
 governmental authorities or threatened by others, other than such
 proceedings or investigations which will not have a material adverse effect
 upon the general affairs, financial position, net worth or results of
 operations (on an annual basis) of the Purchaser and do not (i) assert the
 invalidity of this Agreement, (ii) seek to prevent the consummation of any
 of the transactions contemplated by this Agreement or (iii) seek any
 determination or ruling that might materially and adversely affect the
 performance by the Purchaser of its obligations under, or the validity or
 enforceability of, this Agreement.
  
           SECTION 3.2.  Representations and Warranties of the Seller.
  
                (a)  The Seller hereby represents and warrants to the
 Purchaser as of the date hereof, the Closing Date and each Subsequent
 Transfer Date:
  
                (i)  Organization, etc.  The Seller has been duly
      incorporated and is validly existing as a corporation in good standing
      under the laws of the State of Delaware, with the power and authority
      to own its properties and to conduct its business as such properties
      are currently owned and such business is presently conducted, and is
      duly qualified to transact business and is in good standing in each
      jurisdiction in the United States of America in which the conduct of
      its business or the ownership or lease of its property requires such
      qualification.
  
                (ii)  Power and Authority; Binding Obligation.  The Seller
      has full power and authority to sell and assign the property sold and
      assigned to the Purchaser hereunder on the Closing Date and the
      property to be sold and assigned to the Purchaser hereunder on each
      Subsequent Transfer Date and has duly authorized such sales and
      assignments to the Purchaser by all necessary corporate action.  This
      Agreement and the First-Tier Initial  Assignment has been, and each
      First-Tier Subsequent  Assignment has been or will be on or before the
      related Subsequent Transfer Date, duly authorized, executed and
      delivered by the Seller, and in each case shall constitute the legal,
      valid, binding and enforceable obligation of the Seller except as the
      same may be limited by insolvency, bankruptcy, reorganization or other
      laws relating to or affecting the enforcement of creditors' rights or
      by general equity principles.
  
                (iii)  No Violation.  The execution, delivery and
      performance by the Seller of this Agreement and the consummation of
      the transactions contemplated hereby and the fulfillment of the terms
      hereof will not conflict with, result in any breach of any of the
      terms and provisions of, or constitute (with or without notice or
      lapse of time or both) a default under, the certificate of
      incorporation or bylaws of the Seller, or conflict with, or breach any
      of the terms or provisions of, or constitute (with or without notice
      or lapse of time or both) a default under, any indenture, agreement,
      mortgage, deed of trust or other instrument to which the Seller is a
      party or by which the Seller is bound or any of its properties are
      subject, or result in the creation or imposition of any lien upon any
      of its properties pursuant to the terms of any such indenture,
      agreement, mortgage, deed of trust or other instrument (other than
      this Agreement), or violate any law, order, rule or regulation,
      applicable to the Seller or its properties, of any federal or state
      regulatory body, any court, administrative agency, or other
      governmental instrumentality having jurisdiction over the Seller or
      any of its properties.
  
                (iv)  No Proceedings.  No proceedings or investigations are
      pending to which the Seller is a party or of which any property of the
      Seller is the subject, and, to the best knowledge of the Seller, no
      such proceedings or investigations are threatened or contemplated by
      governmental authorities or threatened by others, other than such
      proceedings or investigations which will not have a material adverse
      effect upon the general affairs, financial position, net worth or
      results of operations (on an annual basis) of the Seller and do not
      (i) assert the invalidity of this Agreement, (ii) seek to prevent the
      consummation of any of the transactions contemplated by this Agreement
      or (iii) seek any determinations or ruling that might materially and
      adversely affect the performance by the Seller of its obligations
      under, or the validity or enforceability of, this Agreement.
  
                (v)  Florida Securities and Investor Protection Act.  In
      connection with the offering of the Notes in the State of Florida, the
      Seller hereby certifies that it has complied with all provisions of
      Section 517.075 of the Florida Securities and Investor Protection Act.
  
                (b)  The Seller makes the following representations and
 warranties as to the Receivables on which the Purchaser relies in accepting
 the Receivables.  Such representations and warranties speak as of the
 Closing Date in the case of the Initial Receivables and as of the
 applicable Subsequent Transfer Date in the case of the Subsequent
 Receivables except to the extent otherwise provided in the following
 representations and warranties, but shall survive the sale, transfer, and
 assignment of the Receivables to the Purchaser hereunder and the subsequent
 assignment and transfer of the Receivables pursuant to the Sale and
 Servicing Agreement:
  
                (i)  Characteristics of Receivables.  Each Receivable (a)
      shall have been (x) originated in the United States of America by a
      Dealer for the consumer or commercial sale of a Financed Vehicle in
      the ordinary course of such Dealer's business or (y) originated by the
      Seller in connection with the refinancing by the Seller of a motor
      vehicle retail installment sales contract of the type described in
      subclause (x) above, shall have been fully and properly executed by
      the parties thereto, shall have been purchased by the Seller from such
      Dealer under an existing Dealer Agreement with the Seller (unless such
      Receivable was originated by the Seller in connection with a
      refinancing), and shall have been validly assigned by such Dealer to
      the Seller in accordance with its terms (unless such Receivable was
      originated by the Seller in connection with a refinancing), (b) shall
      have created or shall create a valid, binding, subsisting, and
      enforceable first priority security interest in favor of the Seller in
      the related Financed Vehicle, which security interest shall be
      assignable by the Seller to the Purchaser, (c) shall contain customary
      and enforceable provisions such that the rights and remedies of the
      holder thereof shall be adequate for realization against the
      collateral of the benefits of the security, (d) in the case of
      Standard Receivables, shall provide for level monthly payments
      (provided that the payment in the last month in the life of the
      Receivable may be different from the level payment) that fully
      amortize the Amount Financed by maturity and yield interest at the
      APR, (e) in the case of Final Payment Receivables, shall provide for a
      series of fixed level monthly payments and a larger payment due after
      such level monthly payments that fully amortize the Amount Financed by
      maturity and yield interest at the APR, (f) shall provide for, in the
      event that such contract is prepaid, a prepayment that fully pays the
      Principal Balance, (g) is a retail installment sales contract, (h) is
      secured by a new or used automobile or light- or medium-duty truck,
      and (i) is an Actuarial Receivable or a Simple Interest Receivable
      (and may also be a Final Payment Receivable).
  
                (ii)  Schedule of Receivables.  The information set forth in
      the related Schedule of Receivables shall be true and correct in all
      material respects as of the opening of business on the related Cutoff
      Date, and no selection procedures believed to be adverse to the
      Noteholders or the Certificateholders shall have been utilized in
      selecting the Receivables from those receivables which meet the
      criteria contained herein.  The compact disk or other listing
      regarding the Receivables made available to the Purchaser and its
      assigns is true and correct in all respects.
  
                (iii)  Compliance with Law.  Each Receivable and the sale of
      the related Financed Vehicle shall have complied at the time it was
      originated or made, and shall comply on the Closing Date (with respect
      to each Initial Receivable) or the related Subsequent Transfer Date
      (with respect to each Subsequent Receivable), in all material respects
      with all requirements of applicable Federal, state, and local laws,
      and regulations thereunder, including, without limitation, usury laws,
      the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act,
      the Fair Credit Reporting Act, the Fair Credit Billing Act, the Fair
      Debt Collection Practices Act, the Federal Trade Commission Act, the
      Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations B,
      M and Z, the Soldiers' and Sailors' Civil Relief Act of 1940, the
      Texas Consumer Credit Code, and State adaptations of the Uniform
      Consumer Credit Code, and other consumer credit laws and equal credit
      opportunity and disclosure laws.
  
                (iv)  Binding Obligation.  Each Receivable shall represent
      the genuine, legal, valid and binding payment obligation in writing of
      the Obligor, enforceable by the holder thereof in accordance with its
      terms, except as enforceability may be limited by bankruptcy,
      insolvency, reorganization, or other similar laws affecting the
      enforcement of creditors' rights generally and by general principles
      of equity.
  
                (v)  No Government Obligor.  None of the Receivables is due
      from the United States of America or any state or from any agency,
      department, or instrumentality of the United States of America or any
      state.
  
                (vi)  Security Interest in Financed Vehicle.  Immediately
      prior to the sale, assignment, and transfer thereof, each Receivable
      shall be secured by a valid, subsisting and enforceable perfected
      first priority security interest in the related Financed Vehicle in
      favor of the Seller as secured party and, at such time as enforcement
      of such security interest is sought, there shall exist a valid,
      subsisting and enforceable first priority perfected security interest
      in such Financed Vehicle for the benefit of the Purchaser and the
      Trust, respectively (subject to any statutory or other lien arising by
      operation of law after the Closing Date (with respect to each Initial
      Receivable) or the related Subsequent Transfer Date (with respect to
      each Subsequent Receivable) which is prior to such security interest).
  
                (vii)  Receivables in Force.  No Receivable shall have been
      satisfied, subordinated, or rescinded, nor shall any Financed Vehicle
      have been released from the Lien granted by the related Receivable in
      whole or in part, which security interest is assignable from the
      Seller to the Purchaser.
  
                (viii)  No Waiver.  No provision of a Receivable shall have
      been waived in such a manner that such Receivable fails to meet all of
      the representations and warranties made by the Seller in this Section
      3.2(b) with respect thereto.
  
                (ix)  No Defenses.  No right of rescission, setoff,
      counterclaim, or defense shall have been asserted or threatened with
      respect to any Receivable.
  
                (x)  No Liens.  To the best of the Seller's knowledge, no
      liens or claims shall have been filed for work, labor, or materials
      relating to a Financed Vehicle that shall be liens prior to, or equal
      or coordinate with, the security interest in the Financed Vehicle
      granted by the Receivable.
  
                (xi)  No Default; Repossession.  Except for payment defaults
      continuing for a period of not more than thirty (30) days or payment
      defaults of 10% or less of a payment, in each case as of the related
      Cutoff Date, or the failure of the Obligor to maintain satisfactory
      physical damage insurance covering the Financed Vehicle, no default,
      breach, violation, or event permitting acceleration under the terms of
      any Receivable shall have occurred; no continuing condition that with
      notice or the lapse of time would constitute a default, breach,
      violation, or event permitting acceleration under the terms of any
      Receivable shall have arisen; the Seller shall not have waived any of
      the foregoing; and no Financed Vehicle shall have been repossessed as
      of the related Cutoff Date.
  
                (xii)  Insurance.  The Seller, in accordance with its
      customary procedures, shall have determined whether or not the Obligor
      has maintained physical damage insurance (which insurance shall not be
      force placed insurance) covering the Financed Vehicle.
  
                (xiii)  Title.  It is the intention of the Seller that each
      transfer and assignment of Receivables herein contemplated constitute
      a sale of such Receivables from the Seller to the Purchaser and that
      the beneficial interest in and title to such Receivables not be part
      of the Seller's estate in the event of the filing of a bankruptcy
      petition by or against the Seller under any bankruptcy law.  No
      Receivable has been sold, transferred, assigned, or pledged by the
      Seller to any Person other than the Purchaser.  Immediately prior to
      each transfer and assignment of Receivables herein contemplated, the
      Seller had good and marketable title to such Receivables free and
      clear of all Liens, encumbrances, security interests, and rights of
      others and, immediately upon the transfer thereof, the Purchaser shall
      have good and marketable title to such Receivables, free and clear of
      all Liens, encumbrances, security interests, and rights of others; and
      the transfer has been perfected by all necessary action under the
      Relevant UCC.
  
                (xiv)  Valid Assignment.  No Receivable shall have been
      originated in, or shall be subject to the laws of, any jurisdiction
      under which the sale, transfer, and assignment of such Receivable
      under this Agreement shall be unlawful, void, or voidable.  The Seller
      has not entered into any agreement with any account debtor that
      prohibits, restricts or conditions the assignment of any portion of
      the Receivables.
  
                (xv)  All Filings Made.  All filings (including, without
      limitation, filings under the Relevant UCC) necessary in any
      jurisdiction to give the Purchaser a first priority perfected security
      interest in the Receivables shall be made within ten (10) days of the
      Closing Date (with respect to the Initial Receivables) or ten (10)
      days of the related Subsequent Transfer Date (with respect to the
      Subsequent Receivables).
  
                (xvi)  Chattel Paper.  Each Receivable constitutes "chattel
      paper" as defined in the Relevant UCC.
  
                (xvii)  One Original.  There shall be only one original
      executed copy of each Receivable in existence.
  
                (xviii)  Principal Balance.  Each Receivable had an original
      principal balance (net of unearned precomputed finance charges) of not
      more than $60,000, and a remaining Principal Balance as of the related
      Cutoff Date of not less than $100.
  
                (xix)  No Bankrupt Obligors.  None of the Receivables shall
      be due from any Obligor who, as of the related Cutoff Date, was the
      subject of a proceeding under the Bankruptcy Code of the United States
      or was bankrupt.
  
                (xx)  New and Used Vehicles.  Approximately 92.07% of the
      Initial Pool Balance, constituting approximately 85.55% of the total
      number of the Initial Receivables, relate to new automobiles and
      light- or medium-duty trucks financed at new vehicle rates. 
      Approximately 7.93% of the Initial Pool Balance, constituting
      approximately 14.45% of the total number of Initial Receivables,
      relate to used automobiles and light- or medium-duty trucks. 
      Approximately 0.39% of the Initial Pool Balance, constituting
      approximately 0.47% of the total number of the Initial Receivables,
      relate to program automobiles and light-duty trucks which are financed
      at new vehicle rates.  Approximately 1.61% of the Initial Pool
      Balance, constituting approximately 1.07% of the total number of
      Initial Receivables, relate to medium-duty trucks, the primary
      purchasers of which are businesses.  Approximately 2.93% of the
      Initial Pool Balance, constituting approximately 6.72% of the total
      number of Initial Receivables, relate to refinanced program
      automobiles and light- or medium-duty trucks manufactured in prior
      model years which are financed at the original rates set forth in the
      related Contracts or at used vehicle rates.
  
                (xxi)  Origination.  Each Receivable shall have an
      origination during or after September 1995.
  
                (xxii)  Maturity of Receivables.  Each Receivable shall have
      a remaining maturity, as of the related Cutoff Date, of not more than
      sixty and one-half (601/2) months, and an original maturity of not
      more than sixty and one-half (601/2) months.
  
                (xxiii)   Weighted Average Remaining Maturity of
      Receivables.  The weighted average remaining maturity of the
      Receivables as of the Initial Cutoff Date and each Subsequent Cutoff
      Date shall not be more than 51 months.
  
                (xxiv)  Annual Percentage Rate.  Each Receivable shall have
      an APR of at least 0% and not more than 30%. 
  
                (xxv)  Scheduled Payments.  Each Receivable shall have a
      first Scheduled Payment due on or prior to January 31, 1999, and no
      Receivable shall have a payment of which more than 10% of such payment
      is more than 30 days overdue as of the related Cutoff Date.
  
                (xxvi)  Location of Receivable Files.  The Receivable Files
      shall be kept at one or more of the locations listed in Schedule A
      hereto.
  
                (xxvii)  Capped Receivables and Simple Interest Receivables. 
      Except to the extent that there has been no material adverse effect on
      Noteholders or Certificateholders, each Capped Receivable has been
      treated consistently by the Seller as a Simple Interest Receivable and
      payments with respect to each Simple Interest Receivable have been
      allocated consistently in accordance with the Simple Interest Method.
  
                (xxviii)  Other Data.  The tabular data and the numerical
      data relating to the characteristics of the Initial Receivables
      contained in the Prospectus and is true and correct in all material
      respects.
  
                (xxix)  Last Scheduled Payments.  The aggregate principal
      balance of the Last Scheduled Payments of the Final Payment
      Receivables as a percentage of the Initial Pool Balance as of the
      Initial Cutoff Date and the Pool Balance as of each Subsequent Cutoff
      Date shall not be greater than 26.0%.
  
                (xxx)  Receivable Yield Supplement Amounts.  An amount equal
      to the sum of all projected Yield Supplement Amounts for all future
      Payment Dates with respect to each Receivable, assuming that future
      Scheduled Payments on such Receivable are made on their scheduled due
      dates, has been deposited to the Yield Supplement Account on or prior
      to the Closing Date or the related Subsequent Transfer Date, as
      applicable.
  

                                 ARTICLE IV
                                 CONDITIONS 
  
           SECTION 4.1.  Conditions to Obligations of the Purchaser.  
  
                (a)  Initial Receivables.  The obligation of the Purchaser
 to purchase the Initial Receivables is subject to the satisfaction of the
 following conditions:
  
                (i)  Representations and Warranties True.  The
      representations and warranties of the Seller hereunder shall be true
      and correct on the Closing Date with the same effect as if then made,
      and the Seller shall have performed all obligations to be performed by
      it hereunder on or prior to the Closing Date.
  
                (ii)  Computer Files Marked.  The Seller shall, at its own
      expense, on or prior to the Closing Date, indicate in its computer
      files that the Initial Receivables have been sold to the Purchaser
      pursuant to this Agreement and the First-Tier Initial Assignment and
      deliver to the Purchaser the Schedule of Initial Receivables certified
      by an officer of the Seller to be true, correct and complete.
  
                (iii)  Documents to be delivered by the Seller at the
      Closing.
  
                     (A)   The First-Tier Initial  Assignment.  At the
           Closing, the Seller will execute and deliver the First-Tier
           Initial Assignment in substantially the form of Exhibit A-1
           hereto.  
                      
                     (B)   The Yield Supplement Agreement.  At the
           Closing, the Seller will execute and deliver the Yield
           Supplement Agreement.  The Yield Supplement Agreement shall
           be substantially in the form of Exhibit D to the Sale and
           Servicing Agreement.
  
                     (C)   Evidence of UCC Filing.  Within ten (10) 
           days of the Closing Date, the Seller shall record and file,
           at its own expense, a UCC-1 financing statement in each
           jurisdiction in which required by applicable law, executed
           by the Seller, as seller or debtor, and naming the
           Purchaser, as purchaser or secured party, naming the Initial
           Receivables and the other property conveyed under Section
           2.1(a) as collateral, meeting the requirements of the laws
           of each such jurisdiction and in such manner as is necessary
           to perfect the sale, transfer, assignment and conveyance of
           the Initial Receivables to the Purchaser.  The Seller shall
           deliver a file-stamped copy, or other evidence satisfactory
           to the Purchaser of such filing, to the Purchaser within ten
           (10) days of the Closing Date.
  
                     (D)   Other Documents.  Such other documents as
           the Purchaser may reasonably request.
  
                (iv)  Other Transactions.  The transactions contemplated by
      the Sale and Servicing Agreement, the Indenture, the Trust Agreement
      and the Underwriting Agreement shall be consummated on the Closing
      Date.
  
                (b)  Subsequent Receivables.  The obligation of the
 Purchaser to purchase the Subsequent Receivables to be conveyed to the
 Purchaser on each Subsequent Transfer Date is subject to the satisfaction
 of the following conditions:
  
                (i)    Representations and Warranties True.  The
      representations and warranties of the Seller under Section 3.2(a) with
      respect to the Seller and Section 3.2(b) with respect to such
      Subsequent Receivables shall be true and correct as of the date as of
      which such representations and warranties are made, and the Seller
      shall have performed all obligations to be performed by it hereunder
      on or prior to the related Subsequent Transfer Date.
  
                (ii)    Computer Files Marked.  The Seller shall, at its own
      expense, on or prior to the related Subsequent Transfer Date, indicate
      in its computer files that such Subsequent Receivables have been sold
      to the Purchaser pursuant to this Agreement and the related First-Tier
      Subsequent  Assignment and deliver to the Purchaser the related First-
      Tier Subsequent Assignment, including the related Schedule of
      Subsequent Receivables certified by an officer of the Seller to be
      true, correct and complete.
  
                (iii)    Documents to be delivered by the Seller on the
      related Subsequent Transfer Date.
  
                     (A)   The First-Tier Subsequent  Assignment.  On
           the related Subsequent Transfer Date, the Seller will
           execute and deliver the related First-Tier Subsequent 
           Assignment in substantially the form of Exhibit A-2 hereto.
  
                     (B)   Evidence of UCC Filing.  Within ten (10) 
           days of the related Subsequent Transfer Date, the Seller
           shall record and file, at its own expense, a UCC-1 financing
           statement in each jurisdiction in which required by
           applicable law, executed by the Seller, as seller or debtor,
           and naming the Purchaser, as purchaser or secured party,
           naming such Subsequent Receivables and the other property
           conveyed under Section 2.1(b) as collateral, meeting the
           requirements of the laws of each such jurisdiction and in
           such manner as is necessary to perfect the sale, transfer,
           assignment and conveyance of such Subsequent Receivables to
           the Purchaser.  The Seller shall deliver a file-stamped
           copy, or other evidence satisfactory to the Purchaser of
           such filing, to the Purchaser within ten (10) days of the
           related Subsequent Transfer Date.
  
                     (C) Officer's Certificate. The Seller shall have
           delivered to the Purchaser an Officer's Certificate confirming
           the satisfaction of each condition precedent specified in this
           Section 4.1(b) (substantially in the form attached as Annex A to
           the form of First-Tier Subsequent Assignment attached hereto as
           Exhibit A-2).
  
                     (D)   Other Documents.  Such other documents as
           the Purchaser may reasonably request.
  
                (iv)  As of the related Subsequent Transfer Date:  (A) the
      Seller was not insolvent and will not become insolvent as a result of
      the transfer of such Subsequent Receivables on the related Subsequent
      Transfer Date, (B) the Seller did not intend to incur or believe that
      it would incur debts that would be beyond the Seller's ability to pay
      as such debts matured, (C) such transfer was not made by the Seller
      with actual intent to hinder, delay or defraud any Person and (D) the
      assets of the Seller did not constitute unreasonably small capital to
      carry out its business as conducted.
  
                (v)  No selection procedures believed by the Seller to be
      adverse to the interests of the Purchaser, the Trust, the Noteholders
      or the Certificateholders shall have been utilized in selecting the
      Subsequent Receivables.
  
                (vi)  The addition of the Subsequent Receivables will not
      result in a material adverse tax consequence to the Purchaser, the
      Trust, the Noteholders or the Certificateholders.
  
                (vii)  All the conditions to the transfer of the Subsequent
      Receivables from the Purchaser to the Trust specified in Section
      2.1(d) of the Sale and Servicing Agreement shall have been satisfied.
  
           SECTION 4.2.  Conditions to Obligation of the Seller.  The
 obligation of the Seller to sell the Initial Receivables to the Purchaser
 on the Closing Date and any Subsequent Receivables to the Purchaser on the
 related Subsequent Transfer Date is subject to the satisfaction of the
 following conditions:
  
                (a)  Representations and Warranties True.  The
 representations and warranties of the Purchaser hereunder shall be true and
 correct on the Closing Date or the related Subsequent Transfer Date, as
 applicable, with the same effect as if then made, and the Purchaser shall
 have performed all obligations to be performed by it hereunder on or prior
 to the Closing Date or the related Subsequent Transfer Date, as applicable.
  
                (b)  Receivables Purchase Prices.  (i) On or prior to the
 Closing Date, the Purchaser shall have delivered to the Seller the
 Receivables Purchase Price, as provided in Section 2.2(a); and (ii) on or
 prior to each Subsequent Transfer Date, the Purchaser shall have delivered
 to the Seller the related Subsequent Receivables Purchase Price, as
 provided in Section 2.2(b).

  
                                  ARTICLE V
                          COVENANTS OF THE SELLER 
  
           The Seller agrees with the Purchaser as follows; provided, that
 to the extent that any provision of this Article V conflicts with any
 provision of the Sale and Servicing Agreement, the Sale and Servicing
 Agreement shall govern: 
  
           SECTION 5.1.  Protection of Right, Title and Interest.
  
                (a)  The Seller shall execute and file such financing
 statements and cause to be executed and filed such continuation statements,
 all in such manner and in such places as may be required by law fully to
 preserve, maintain, and protect the interest of the Purchaser under this
 Agreement in, to and under the Receivables and the other property conveyed
 hereunder and in the proceeds thereof.  The Seller shall deliver (or cause
 to be delivered) to the Purchaser file-stamped copies of, or filing
 receipts for, any document filed as provided above, as soon as available
 following such filing.
  
                (b)  The Seller shall not change its name, identity, or
 corporate structure in any manner that would, could, or might make any
 financing statement or continuation statement filed by the Seller in
 accordance with paragraph (a) above seriously misleading within the meaning
 of Section 9-402(7) of the Relevant UCC, unless it shall have given the
 Purchaser at least sixty (60) days' prior written notice thereof and shall
 have promptly filed appropriate amendments to all previously filed
 financing statements or continuation statements.
  
                (c)  The Seller shall give the Purchaser at least sixty (60)
 days' prior written notice of any relocation of its principal executive
 office if, as a result of such relocation, the applicable provisions of the
 Relevant UCC would require the filing of any amendment of any previously
 filed financing or continuation statement or of any new financing statement
 and shall promptly file any such amendment, continuation statement or new
 financing statement.  The Seller shall at all times maintain each office
 from which it shall service Receivables, and its principal executive
 office, within the United States of America.
  
                (d)  The Seller shall maintain accounts and records as to
 each Receivable accurately and in sufficient detail to permit the reader
 thereof to know at any time the status of such Receivable, including
 payments and recoveries made and payments owing (and the nature of each).
  
                (e)  The Seller shall maintain its computer systems so that,
 from and after the time of sale hereunder of the Receivables to the
 Purchaser, the Seller's master computer records (including any back-up
 archives) that refer to a Receivable shall indicate clearly the interest of
 the Purchaser in such Receivable and that such Receivable is owned by the
 Purchaser (or, upon sale of the Receivables to the Trust, by the Trust). 
 Indication of the Purchaser's ownership of a Receivable shall be deleted
 from or modified on the Seller's computer systems when, and only when, the
 Receivable shall have been paid in full or repurchased.
  
                (f)  If at any time the Seller shall propose to sell, grant
 a security interest in, or otherwise transfer any interest in any
 automobile or light- or medium-duty truck receivables (other than the
 Receivables) to any prospective purchaser, lender, or other transferee, the
 Seller shall give to such prospective purchaser, lender, or other
 transferee computer tapes, compact disks, records, or print-outs (including
 any restored from back-up archives) that, if they shall refer in any manner
 whatsoever to any Receivable, shall indicate clearly that such Receivable
 has been sold and is owned by the Purchaser or its assignee unless such
 Receivable has been paid in full or repurchased.
  
                (g)  The Seller shall permit the Purchaser and its agents at
 any time during normal business hours to inspect, audit, and make copies of
 and abstracts from the Seller's records regarding any Receivable.
  
                (h)  Upon request, the Seller shall furnish to the
 Purchaser, within ten (10) Business Days, a list of all Receivables (by
 contract number and name of Obligor) then owned by the Purchaser, together
 with a reconciliation of such list to the Schedule of Receivables.
  
           SECTION 5.2.  Other Liens or Interests.  Except for the
 conveyances hereunder, the Seller will not sell, pledge, assign or transfer
 any Receivable to any other Person, or grant, create, incur, assume or
 suffer to exist any Lien on any interest therein, and the Seller shall
 defend the right, title, and interest of the Purchaser in, to and under the
 Receivables against all claims of third parties claiming through or under
 the Seller; provided, however, that the Seller's obligations under this
 Section 5.2 shall terminate upon the termination of the Trust pursuant to
 the Trust Agreement.
  
           SECTION 5.3.  [Reserved]
  
           SECTION 5.4.  Costs and Expenses.  The Seller agrees to pay all
 reasonable costs and disbursements in connection with the perfection, as
 against all third parties, of the Purchaser's right, title and interest in,
 to and under the Receivables.
  
           SECTION 5.5.  Indemnification.
  
                (a)  The Seller shall defend, indemnify, and hold harmless
 the Purchaser from and against any and all costs, expenses, losses,
 damages, claims, and liabilities, arising out of or resulting from the
 failure of a Receivable to be originated in compliance with all
 requirements of law and for any breach of any of the Seller's
 representations and warranties contained herein.
  
                (b)  The Seller shall defend, indemnify, and hold harmless
 the Purchaser from and against any and all costs, expenses, losses,
 damages, claims, and liabilities, arising out of or resulting from the use,
 ownership, or operation by the Seller or any Affiliate thereof of a
 Financed Vehicle.
  
                (c)  The Seller shall defend, indemnify, and hold harmless
 the Purchaser from and against any and all taxes, except for taxes on the
 net income of the Purchaser, that may at any time be asserted against the
 Purchaser with respect to the transactions contemplated herein and in the
 Yield Supplement Agreement, including, without limitation, any sales, gross
 receipts, general corporation, tangible personal property, privilege, or
 license taxes and costs and expenses in defending against the same.
  
                (d)  The Seller shall defend, indemnify, and hold harmless
 the Purchaser from and against any and all costs, expenses, losses,
 damages, claims and liabilities to the extent that such cost, expense,
 loss, damage, claim or liability arose out of, or was imposed upon the
 Purchaser through, the negligence, willful misfeasance, or bad faith of the
 Seller in the performance of its duties under this Agreement or the Yield
 Supplement Agreement, as the case may be, or by reason of reckless
 disregard of the Seller's obligations and duties under the Agreement or the
 Yield Supplement Agreement, as the case may be.
  
                (e)  The Seller shall defend, indemnify, and hold harmless
 the Purchaser from and against all costs, expenses, losses, damages, claims
 and liabilities arising out of or incurred in connection with the
 acceptance or performance of the Seller's trusts and duties as Servicer
 under the Sale and Servicing Agreement, except to the extent that such
 cost, expense, loss, damage, claim or liability shall be due to the willful
 misfeasance, bad faith, or negligence (except for errors in judgment) of
 the Purchaser.
  
                These indemnity obligations shall be in addition to any
 obligation that the Seller may otherwise have. 
  
           SECTION 5.6.  Sale.  Seller agrees to treat this conveyance for
 all purposes (including without limitation tax and financial accounting
 purposes) as an absolute transfer on all relevant books, records, tax
 returns, financial statements and other applicable documents.
  
           SECTION 5.7.    Transfer of Subsequent Receivables.  The Seller
 agrees to transfer to the Purchaser, pursuant to Section 2.1(b), Subsequent
 Receivables with an aggregate Principal Balance as of the related Cutoff
 Dates approximately equal to $118,385,086.70, subject only to the
 availability of such Subsequent Receivables.


                                 ARTICLE VI
                          MISCELLANEOUS PROVISIONS 
  
           SECTION 6.1.  Obligations of Seller.  The obligations of the
 Seller under this Agreement shall not be affected by reason of any
 invalidity, illegality or irregularity of any Receivable.
  
           SECTION 6.2.  Repurchase Events.  The Seller hereby covenants and
 agrees with the Purchaser for the benefit of the Purchaser, the Indenture
 Trustee, the Owner Trustee, the Noteholders and the Certificateholders,
 that the occurrence of a breach of any of the Seller's representations and
 warranties contained in Section 3.2(b) shall constitute an event obligating
 the Seller to repurchase Receivables hereunder (each, a "Repurchase Event")
 at a price equal to the Purchase Amount from the Purchaser or from the
 Trust.  Subject to Section 5.5(a), the repurchase obligation of the Seller
 shall constitute the sole remedy to the Purchaser, the Indenture Trustee,
 the Owner Trustee, the Noteholders and the Certificateholders against the
 Seller with respect to any Repurchase Event.
  
           SECTION 6.3.  Purchaser's Assignment of Repurchased Receivables. 
 With respect to all Receivables repurchased by the Seller pursuant to
 Section 6.2 of this Agreement, the Purchaser shall assign, without
 recourse, representation or warranty, to the Seller all the Purchaser's
 right, title and interest in, to and under such Receivables, and all
 security and documents relating thereto.
  
           SECTION 6.4.  Trust.  The Seller acknowledges that:
  
                (a)  The Purchaser will, pursuant to the Sale and Servicing
 Agreement, sell the Initial Receivables to the Trust on the Closing Date
 and the  Subsequent Receivables to the Trust on the related Subsequent
 Transfer Dates and assign its rights under this Agreement and the Yield
 Supplement Agreement to the Owner Trustee for the benefit of the
 Noteholders and the Certificateholders, and  that the representations and
 warranties contained in this Agreement and the rights of the Purchaser
 under this Agreement, including under Sections 6.2 and 6.3, are intended to
 benefit the Trust, the Noteholders and the Certificateholders.  The Seller
 hereby consents to such sale and assignment.
  
                (b)  The Trust will, pursuant to the Indenture, pledge the
 Receivables and its rights under this Agreement and the Yield Supplement
 Agreement to the Indenture Trustee for the benefit of the Noteholders, and
 the representations and warranties contained in this Agreement and the
 rights of the Purchaser under this Agreement, including under Sections 6.2
 and 6.3, are intended to benefit the Noteholders.  The Seller hereby
 consents to such pledge.
  
           SECTION 6.5.  Amendment.  This Agreement may be amended from time
 to time by a written amendment duly executed and delivered by the Seller
 and the Purchaser; provided, however, that any such amendment that
 materially adversely affects the rights of the Noteholders or the
 Certificateholders under the Indenture, Sale and Servicing Agreement or
 Trust Agreement shall be consented to by the Holders of Notes evidencing
 not less than 51% of the then Outstanding Notes and the Holders of
 Certificates evidencing not less than 51% of the Certificate Balance.
  
           SECTION 6.6.  Accountants' Letters.
  
                (a)  Ernst & Young LLP will perform certain procedures
 regarding the characteristics of the Receivables described in the Schedule
 of Initial Receivables set forth as Exhibit B hereto and will compare those
 characteristics to the information with respect to the Initial Receivables
 contained in the Prospectus.
  
                (b)  Seller will cooperate with the Purchaser and Ernst &
 Young LLP in making available all information and taking all steps
 reasonably necessary to permit such accountants to complete the procedures
 set forth in Section 6.6(a) above and to deliver the letters required of
 them under the Underwriting Agreement.
  
                (c)  Ernst & Young LLP will deliver to the Purchaser a
 letter, dated the date of the Prospectus, in the form previously agreed to
 by the Seller and the Purchaser, with respect to the financial and
 statistical information contained in the Prospectus under the captions
 "Delinquency Experience", "Net Credit Loss and Repossession Experience" and
 "Final Payment Receivables:  Loss Experience on Returned Vehicles" and with
 respect to such other information as may be agreed in the forms of such
 letters.
  
           SECTION 6.7.  Waivers.  No failure or delay on the part of the
 Purchaser in exercising any power, right or remedy under this Agreement or
 any Assignment shall operate as a waiver thereof, nor shall any single or
 partial exercise of any such power, right or remedy preclude any other or
 further exercise thereof or the exercise of any other power, right or
 remedy.
  
           SECTION 6.8.  Notices.  All communications and notices pursuant
 hereto to either party shall be in writing or by confirmed facsimile or
 telecopy or telex and addressed or delivered to it at its address (or in
 case of telex, at its telex number at such address) shown in the opening
 portion of this Agreement or at such other address as may be designated by
 it by notice to the other party and, if mailed or sent by telecopy,
 facsimile, or telex, shall be deemed given when mailed, electronic
 confirmation of the telecopy or facsimile is received, or when the notice
 is transmitted by telex.
  
           SECTION 6.9.  Costs and Expenses.  The Seller will pay all
 expenses incident to the performance of its obligations under this
 Agreement and the Seller agrees to pay all reasonable out-of-pocket costs
 and expenses of the Purchaser, excluding fees and expenses of counsel, in
 connection with the perfection as against third parties of the Purchaser's
 right, title and interest in, to and under the Receivables and the
 enforcement of any obligation of the Seller hereunder.
  
           SECTION 6.10.  Representations of the Seller and the Purchaser. 
 The respective agreements, representations, warranties and other statements
 by the Seller and the Purchaser set forth in or made pursuant to this
 Agreement shall remain in full force and effect and will survive the
 Closing.
  
           SECTION 6.11.  Confidential Information.  The Purchaser agrees
 that it will neither use nor disclose to any Person the names and addresses
 of the Obligors, except in connection with the enforcement of the
 Purchaser's rights hereunder, under the Receivables, the Sale and Servicing
 Agreement or as required by law.
  
           SECTION 6.12.  Headings and Cross-References.  The various
 headings in this Agreement are included for convenience only and shall not
 affect the meaning or interpretation of any provision of this Agreement. 
 References in this Agreement to Section names or numbers are to such
 Sections of this Agreement.
  
           SECTION 6.13.  Governing Law.  This Agreement and each Assignment
 shall be governed by, and construed in accordance with, the internal laws
 of the State of New York.
  
           SECTION 6.14.  Agreements of Purchaser.
  
                (a)  The Purchaser will not commingle any of its assets with
 those of the Seller or the ultimate parent of the Purchaser.
  
                (b)  The Purchaser will maintain separate corporate records
 and books of account from those of the Seller or the ultimate parent of the
 Purchaser.
  
                (c)  The Purchaser will conduct its business from an office
 separate from the Seller or the ultimate parent of the Purchaser.
  
           SECTION 6.15.  Counterparts.  This Agreement may be executed in
 two or more counterparts and by different parties on separate counterparts,
 each of which shall be an original, but all of which together shall
 constitute one and the same instrument.

           IN WITNESS WHEREOF, the parties hereby have caused this Purchase
 Agreement to be executed by their respective officers thereunto duly
 authorized as of the date and year first above written. 
  
  
                          MITSUBISHI MOTORS CREDIT OF 
                            AMERICA, INC., as Seller 
  
  
                          By:  /s/ Hideyuki Kitamura             
                               -----------------------------------
                               Name:  Hideyuki Kitamura 
                               Title:  Executive Vice President  
  
  
                          MMCA AUTO RECEIVABLES, INC.,  
                            as Purchaser 
  
  
                          By:  /s/ C.A. Tredway                         
                              ----------------------------------
                              Name:  C.A. Tredway 
                              Title:  Executive Vice President 
  
  

                                                                            
                                                                EXHIBIT A-1 
  
                   FORM OF FIRST-TIER INITIAL ASSIGNMENT 
  
           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 Initial Receivables; (ii) with respect to Initial Receivables that
 are Actuarial Receivables, monies due thereunder on or after the Initial
 Cutoff Date (including Payaheads) and, with respect to Initial Receivables
 that are Simple Interest Receivables, monies received thereunder on or
 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) 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) 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
 repurchased by the Servicer or purchased by the Seller); (ix) rebates of
 premiums and other amounts relating to insurance policies and other items
 financed under the Initial Receivables in effect as of the Initial 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 Initial Receivables, the related Receivable Files, any insurance
 policies or any agreement or instrument relating to any of them. 
  
           This First-Tier Initial  Assignment is made pursuant to and upon
 the representations, warranties and agreements on the part of the
 undersigned contained in the Purchase Agreement and is to be governed by
 the Purchase Agreement. 
  
           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 Initial 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 Initial 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 Initial 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 Assignment to
 be duly executed as of January 1, 1999. 
  
  
                          MITSUBISHI MOTORS CREDIT 
                            OF AMERICA, INC. 
  
  
  
                          By: _______________________ 
                              Name: 
                              Title: 
  

                                                                            
                                                                EXHIBIT A-2 
  
                  FORM OF FIRST-TIER SUBSEQUENT ASSIGNMENT 
  
           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 the
 Subsequent Receivables that are Actuarial Receivables, monies due
 thereunder on or after ________,  ______ (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 such Subsequent Receivables and any other
 interest of the Seller in such Financed Vehicles; (iv) 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) 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 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 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 Seller); (ix)
 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 representations, warranties and agreements on the part of the
 undersigned contained in the Purchase Agreement (including the Officer's
 Certificate of the Seller accompanying this First-Tier Subsequent 
 Assignment)  and is to be governed by the Purchase Agreement. 
  
           The Seller hereby represents that as of the Subsequent Cut-off
 Date the aggregate Principal Balance of the Subsequent Receivables conveyed
 hereby was $____________. 
  
           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 Assignment to
 be duly executed as of _______________,  ______. 
  
  
                          MITSUBISHI MOTORS CREDIT 
                            OF AMERICA, INC. 
  
  
  
                          By: _______________________ 
                                 Name: 
                                 Title: 
  
  

                                                                 SCHEDULE A 
  
  
                    [SCHEDULE OF SUBSEQUENT RECEIVABLES] 
  

                                                                    ANNEX A 
  
                                                    
                           OFFICERS' CERTIFICATE 
  
  
           The undersigned officer of Mitsubishi Motors Credit of America,
 Inc., a Delaware corporation (the "Seller"), does hereby certify, pursuant
 to Section 4.1(b)(iii)(C) of the Purchase Agreement, dated as of January 1,
 1999 (as amended, supplemented or otherwise modified and in effect from
 time to time, the "Purchase Agreement"), between the Seller and MMCA Auto
 Receivables, Inc., a Delaware corporation (the "Purchaser"), that all of
 the conditions precedent to the transfer to the Purchaser of the Subsequent
 Receivables listed on Schedule A to the First-Tier Subsequent  Assignment
 delivered herewith, and the other property and rights related to such
 Subsequent Receivables as described in Section 2.1(b) of the Purchase
 Agreement, have been satisfied on or prior to the related Subsequent
 Transfer Date. 
  
           Capitalized terms used but not defined herein shall have the
 meanings assigned to such terms in the Purchase Agreement. 
  
           IN WITNESS WHEREOF, the undersigned have caused this certificate
 to be duly executed this ______ day of _______________, ________. 
  
  
                               By: _____________________________________
                 
                                   Name: 
                                   Title: 

                                                                  EXHIBIT B 
  
  
                      [SCHEDULE OF INITIAL RECEIVABLES]  
                                               
                    Delivered to Indenture Trustee at Closing
  
  
  
  

                                                                 SCHEDULE A 
  
  
  
                       Locations of Receivables Files 
  
  
 Corporate Office 
 6363 Katella Avenue 
 P.O. Box 6038 
 Cypress, CA  90630-5205 
  
 National Service Center 
 10805 Holder Street, Third Floor 
 P.O. Box 6043 
 Cypress, CA  90630-0040 
  
 North Central Region 
 1101 Perimeter Drive, Suite 650 
 Schaumburg, IL  60173 
  
 Northeastern Region 
 2700 Westchester Avenue, Suite 400 
 Purchase, NY  10577-0600 
  
 Southeastern Region 
 1211 Semoran Boulevard, Suite 149 
 Casselberry, FL  32707 
  
 Southwestern Region 
 690 East Lamar Boulevard, Suite 350 
 Arlington, TX  76011 
  
 Western Region 
 10855 Business Center Drive, Suite B 
 Cypress, CA  90630