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                             PURCHASE AGREEMENT


                                  between


                 MITSUBISHI MOTORS CREDIT OF AMERICA, INC.

                                 as Seller


                                    and


                        MMCA AUTO RECEIVABLES TRUST

                                as Purchaser


                        Dated as of October 1, 2001






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                             TABLE OF CONTENTS
                                                                          Page
                                                                          ----
ARTICLE I DEFINITIONS........................................................1


ARTICLE II PURCHASE AND SALE OF RECEIVABLES..................................4
         SECTION 2.1        Purchase and Sale of Receivables.................4
         SECTION 2.2        Payment of the Purchase Price....................7
         SECTION 2.3        The Closing......................................7

ARTICLE III REPRESENTATIONS AND WARRANTIES...................................8
         SECTION 3.1        Representations and Warranties of the Purchaser..8
         SECTION 3.2        Representations and Warranties of the Seller.....9

ARTICLE IV CONDITIONS.......................................................17
         SECTION 4.1        Conditions to Obligations of the Purchaser......17
         SECTION 4.2        Conditions to Obligation of the Seller..........20

ARTICLE V COVENANTS OF THE SELLER...........................................20
         SECTION 5.1        Protection of Right, Title and Interest.........20
         SECTION 5.2        Other Liens or Interests........................22
         SECTION 5.3        Costs and Expenses..............................22
         SECTION 5.4        Indemnification.................................22
         SECTION 5.5        Sale............................................23
         SECTION 5.6        Transfer of Subsequent Receivables..............23

ARTICLE VI MISCELLANEOUS PROVISIONS.........................................23
         SECTION 6.1        Obligations of Seller...........................23
         SECTION 6.2        Repurchase Events...............................23
         SECTION 6.3        Purchaser's Assignment of Repurchased
                            Receivables.....................................24
         SECTION 6.4        Trust...........................................24
         SECTION 6.5        Amendments......................................24
         SECTION 6.6        Accountants' Letters............................25
         SECTION 6.7        Waivers.........................................25
         SECTION 6.8        Notices.........................................25
         SECTION 6.9        Costs and Expenses..............................26
         SECTION 6.10       Representations of the Seller and the Purchaser.26
         SECTION 6.11       Confidential Information........................26
         SECTION 6.12       Headings and Cross-References...................26
         SECTION 6.13       Governing Law...................................26
         SECTION 6.14       Agreements of Purchaser.........................26
         SECTION 6.15       Counterparts....................................26




                  PURCHASE AGREEMENT, dated as of October 1, 2001 (as
amended, supplemented or otherwise modified and in effect from time to
time, this "Agreement"), by and between MITSUBISHI MOTORS CREDIT OF
AMERICA, INC., a Delaware corporation (the "Seller"), having its principal
executive office at 6363 Katella Avenue, Cypress, California 90630-5205,
and MMCA AUTO RECEIVABLES TRUST, a Delaware business trust (the
"Purchaser"), having its principal executive office at 6363 Katella Avenue,
Cypress, California 90630-5205.

                  WHEREAS, in the regular course of its business, the
Seller purchases certain motor vehicle retail installment sale contracts
secured by new and used automobiles and sports-utility vehicles from motor
vehicle dealers; and

                  WHEREAS, the Seller and the Purchaser wish to set forth
the terms pursuant to which the Receivables (such capitalized term and the
other capitalized terms used herein have the meanings assigned thereto
pursuant to Article I hereof) and certain additional property related
thereto are to be sold by the Seller to the Purchaser on the Closing Date
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 2001-3 to be created pursuant to
the Trust Agreement.

                  NOW, THEREFORE, in consideration of the foregoing, other
good and valuable consideration, and the mutual terms and covenants
contained herein, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereto agree as follows:

                                 ARTICLE I

                                DEFINITIONS


                  Terms not defined in this Agreement shall have the
meaning set forth in, or incorporated by reference into, the Sale and
Servicing Agreement or, if not defined therein, in the Indenture. As used
in this Agreement, the following terms shall, unless the context otherwise
requires, have the following meanings (such meanings to be equally
applicable to the singular and plural forms of the terms defined):

                  "Agreement" shall have the meaning specified in the
preamble hereto.

                  "Assignment" shall mean, for purposes of this Agreement,
the First-Tier 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 October [12], 2001.

                  "Cutoff Date" shall mean the Initial Cutoff Date or any
Subsequent Cutoff Date as the context may require.

                  "Eligible Receivable" shall mean, each Receivable as to
which the representations and warranties of the Seller in Section 3.2(b)
shall be true and correct in all material respects as of the Initial Cutoff
Date.

                  "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.

                  "GAAP" shall mean generally accepted accounting
principles.

                  "Indenture" shall mean the Indenture, dated as of October
1, 2001, between the Trust and Bank of Tokyo-Mitsubishi Trust Company, a
New York banking corporation, as Indenture Trustee, as the same may from
time to time be amended, supplemented or otherwise modified and in effect.

                  "Initial Cutoff Date" shall mean September 30, 2001.

                  "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 Trust, a
Delaware business trust, and its successors and assigns.

                  "Receivable" shall mean, for purposes of this Agreement,
any Initial Receivable or Subsequent Receivable, as the context may
require.

                  "Receivables Purchase Price" shall mean $[          ].

                  "Relevant UCC" shall mean the Uniform Commercial Code, as
in effect from time to time in the relevant jurisdictions. In the event
that the Uniform Commercial Code as in effect on the date hereof in any
relevant jurisdiction is revised subsequent to the date hereof, all
references to specific sections of the Uniform Commercial Code shall be
deemed to be references to the successor provisions of the Uniform
Commercial Code.

                  "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 October 1, 2001, among Mitsubishi Motors
Credit of America, Inc., as servicer, the Purchaser, as seller, and the
Trust, as purchaser, as the same may from time to time be amended,
supplemented or otherwise modified and in effect.

                  "Schedule of Initial Receivables" shall mean, for
purposes of this Agreement, the list of Initial Receivables (which list may
be in the form of computer tape, 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 2001-3, a
Delaware business trust.

                  "Trust Agreement" shall mean the Amended and Restated
Trust Agreement, dated as of October 1, 2001, between the Purchaser, as
depositor, and Wilmington Trust Company, as Owner Trustee, as the same may
from time to time be amended, supplemented or otherwise modified and in
effect.

                  "Underwriting Agreement" shall mean the Underwriting
Agreement, dated as of October [ ], 2001 by and between J.P. Morgan
Securities Inc., as representative of the several underwriters of the Class
A Notes and as the sole underwriter of the Class B Notes, and the
Purchaser.

                  "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, in substantially the form
attached to the Sale and Servicing Agreement as Exhibit D.


                                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) all rights to receive proceeds with respect to the
         Initial Receivables from claims on any physical damage, theft,
         credit life or disability insurance policies covering the related
         Financed Vehicles or related Obligors; (v) all rights to receive
         proceeds with respect to the Initial Receivables from recourse to
         Dealers thereon pursuant to the Dealer Agreements; (vi) all of the
         Seller's rights to the Receivable Files that relate to the Initial
         Receivables; (vii) all payments and proceeds with respect to the
         Initial Receivables held by the Seller; (viii) all property
         (including the right to receive Liquidation Proceeds and
         Recoveries and Financed Vehicles and the proceeds thereof acquired
         by the Seller pursuant to the terms of an Initial Receivable that
         is a Final Payment Receivable), guarantees and other collateral
         securing an Initial Receivable (other than an Initial Receivable
         purchased by the Servicer or repurchased by the Seller); (ix) all
         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) all rights to receive proceeds
         with respect to such Subsequent Receivables from claims on any
         physical damage, theft, credit life or disability insurance
         policies covering the related Financed Vehicles or related
         Obligors; (v) all rights to receive proceeds with respect to such
         Subsequent Receivables from recourse to Dealers thereon pursuant
         to 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 purchased by the Servicer or repurchased by
         the Seller); (ix) all 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 $[ ] 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, Four Times Square, New York, New
York 10036-6522 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 the Notes to the
Persons named therein.


                                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
         established and is validly existing as a business trust 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 the 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 business trust 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,
         its Certificate of Trust or its amended and restated trust
         agreement, 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 which 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 originated (x) 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) by the Seller in
                   connection with the refinancing by the Seller of a motor
                   vehicle retail installment sale 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 on the related Financed Vehicle, which
                   security interest has been validly assigned 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 monthly payments that fully amortize the Amount
                   Financed by maturity of the Receivable 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 and all accrued and unpaid interest thereon, (g)
                   is a retail installment sale contract, (h) is secured by
                   a new or used automobile or sports-utility vehicle, 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 (which compact disk or other listing is required
                   to be delivered as specified herein) 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 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 Seller and the
                   Purchaser, 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), or all necessary and appropriate action with
                   respect to such Receivables shall have been taken to
                   perfect a first priority security interest in such
                   Financed Vehicle for the benefit of the Seller and the
                   Purchaser, respectively.

                            (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 shall be assignable by 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 Scheduled 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 or both 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. Each Contract shall require
                   the related Obligor to maintain physical damage
                   insurance (which insurance shall not be force placed
                   insurance) covering the Financed Vehicle, in the amount
                   determined by the Seller in accordance with its
                   customary procedures.

                            (xiii) Title. It is the intention of the Seller
                   that each transfer and assignment of the 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 the 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 obligor 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 Cutoff Date
                   of not less than $100.

                            (xix) No Bankrupt Obligors. No Receivable was
                   due from an 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 [ ]%
                   of the Initial Pool Balance, constituting approximately
                   [ ]% of the total number of the Initial Receivables,
                   relate to new automobiles and sports-utility vehicles,
                   substantially all of which were manufactured or
                   distributed by Mitsubishi Motors. Approximately [ ]% of
                   the Initial Pool Balance, constituting approximately [
                   ]% of the total number of Initial Receivables, relate to
                   used automobiles and sports-utility vehicle,
                   substantially all of which were manufactured or
                   distributed by Mitsubishi Motors. Approximately [ ]% of
                   the Initial Pool Balance, constituting approximately [
                   ]% of the total number of Initial Receivables, relate to
                   program automobiles and sports-utility vehicles,
                   substantially all of which were manufactured or
                   distributed by Mitsubishi Motors. Approximately [ ]% of
                   the Initial Pool Balance, constituting approximately [
                   ]% of the total number of Initial Receivables, relate to
                   other used automobiles and sports-utility vehicles.

                            (xxi) Origination. Each Receivable shall have
                   an origination date during or after [March 10, 1997].

                            (xxii) Maturity of Receivables. Each Receivable
                   shall have, as of the Cutoff Date, not more than [ ]
                   remaining Scheduled Payments due.

                            (xxiii) Weighted Average Number of Payments. As
                   of the Initial Cutoff Date, the weighted average number
                   of payments remaining until the maturity of the Initial
                   Receivables shall be not more than [ ] Scheduled
                   Payments. The weighted average remaining maturity of any
                   Subsequent Receivables as of the related Subsequent
                   Cutoff Date shall be not more than [ ] months.

                            (xxiv) Annual Percentage Rate. Each Receivable
                   shall have an APR of at least 0% and not more than 30%.

                            (xxv) Scheduled Payments. No Receivable shall
                   have a payment of which more than 10% of such payment is
                   more than thirty (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 are true
                   and correct in all material respects.

                            (xxix) Last Scheduled Payments. The aggregate
                   principal balance of the Last Scheduled Payments of
                   Final Payment Receivables that are Initial Receivables,
                   as a percentage of the Initial Pool Balance as of the
                   Initial Cutoff Date, shall be not greater than [ ]%. The
                   aggregate principal balance of the Last Scheduled
                   Payments of Final Payment Receivables that are
                   Subsequent Receivables sold to the Purchaser on a
                   Subsequent Transfer Date, as of the related Subsequent
                   Cutoff Date, as a percentage of the aggregate principal
                   balance of all of such Subsequent Receivables as of such
                   related Subsequent Cutoff Date, shall be not greater
                   than [ ]%.

                            (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 Deferred Payment Receivable, assuming
                   that no prepayments are made on the Deferred Payment
                   Receivable, has been deposited to the Yield Supplement
                   Account on or prior to the Closing Date or the related
                   Subsequent Transfer Date, as applicable.

                            (xxxi) Prepaid Receivables. No Receivable shall
                   have been pre-paid by more than six monthly payments as
                   of the related Cutoff Date.

                            (xxxii) Limited Credit Experience. The
                   aggregate principal balance of the Subsequent
                   Receivables sold to the Purchaser on a Subsequent
                   Transfer Date on which the Obligor has limited credit
                   experience, as of the related Subsequent Cutoff Date, as
                   a percentage of the aggregate principal balance of all
                   of such Subsequent Receivables as of such related
                   Subsequent Cutoff Date, shall be not greater than
                   [___]%.

                            (xxxiii) Deferred Payment Receivables. As of
                   the Cutoff Date $[ ] total Principal Balance of Deferred
                   Payment Receivables included in the Receivables had a
                   first payment that, as of the date of inception of the
                   Receivable, was deferred for 300 days or greater. As of
                   the Cutoff Date $[ ] total Principal Balance of Deferred
                   Payment Receivables included in the Receivables had a
                   first payment that, as of the date of inception of the
                   Receivables, was deferred for a period of between 200
                   and 299 days. As of the Cutoff Date $[ ] total Principal
                   Balance of Deferred Payment Receivables included in the
                   Receivables had a first payment that, as of the date of
                   inception of the Receivables, was deferred for a period
                   of between 100 and 199 days. As of the Cutoff Date $[ ]
                   total Principal Balance of Deferred Payment Receivables
                   included in the Receivables had a first payment that, as
                   of the date of inception of the Receivables, was
                   deferred for a period of 99 days or less. In no case
                   will the first payment on a Deferred Payment Receivable
                   be due later than 480 days after the date of inception
                   of that Receivable.

                            (xxxiv) Modified Receivables. The APR of any
                   Modified Receivable is equal to the APR of the related
                   Deferred Payment Receivable. The date on which the final
                   Scheduled Payment is due on a Modified Receivable is not
                   different than the date set forth in the related
                   Contract as the date on which the final Scheduled
                   Payment under such Receivable is due. No Deferred
                   Payment Receivable became a Modified Receivable after 90
                   days following the date the first Scheduled Payment on
                   the Receivable was due.


                                 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 Cutoff Date or on the
                   Closing Date, as appropriate, 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.

                                           (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
                                  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 deliver 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 9-506(b) 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 or of any change in its jurisdiction of
         organization if, as a result of such relocation or change, 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, its principal executive
         office, and] its jurisdiction of organization 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 sports-utility vehicle 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 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 5.4 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 5.5 Sale. The 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 5.6 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 $[ ], 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 5.4(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 Amendments.

                        (a) 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.

                        (b) Notwithstanding anything contained herein to
         the contrary, this Agreement may be amended by the Seller and the
         Purchaser, but without the consent of any of the Holders to add,
         modify or eliminate such provisions as may be necessary or
         advisable in order to: (a) cure any ambiguity, to revise, correct
         or supplement any provisions herein, (b) enable the transfer to
         the Trust of all or any portion of the Receivables to be
         derecognized by the Seller under GAAP, (c) enable the Trust to
         avoid becoming a member of the Seller's consolidated group under
         GAAP or (d) enable the Transferor or any Affiliate of the
         Transferor or any of their Affiliates to otherwise comply with or
         obtain more favorable treatment under any law or regulation or any
         accounting rule or principle; provided, however, it shall be a
         condition to any such amendment that the Rating Agency Condition
         be met; and provided, further, that no such amendment shall be
         inconsistent with the derecognition by the Seller of the
         Receivables under GAAP or cause the Purchaser to become a member
         of the Seller's consolidated group under GAAP.

                   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 "Contracts Providing for Balloon
         Payments: 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 and addressed or delivered to it at its 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 or facsimile, shall be deemed given when mailed or when electronic
confirmation of the telecopy or facsimile is received.

                   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: ____________________________
                                            Name:
                                            Title:


                                        MMCA AUTO RECEIVABLES TRUST,
                                          as Purchaser


                                        By: ____________________________
                                            Name:
                                            Title:




                                                                  EXHIBIT A-1

                   FORM OF FIRST-TIER INITIAL ASSIGNMENT

                  For value received, in accordance with the Purchase
Agreement, dated as of October 1, 2001, between the undersigned and MMCA
AUTO RECEIVABLES TRUST (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) all rights to receive proceeds with respect to the Initial
Receivables from claims on any physical damage, theft, credit life or
disability insurance policies covering the related Financed Vehicles or
related Obligors; (v) all rights to receive proceeds with respect to the
Initial Receivables from recourse to Dealers thereon pursuant to the Dealer
Agreements; (vi) all of the Seller's rights to the Receivable Files that
relate to the Initial Receivables; (vii) all payments and proceeds with
respect to the Initial Receivables held by the Seller; (viii) all property
(including the right to receive Liquidation Proceeds and Recoveries and
Financed Vehicles and the proceeds thereof acquired by the Seller pursuant
to the terms of an Initial Receivable that is a Final Payment Receivable),
guarantees and other collateral securing an Initial Receivable (other than
an Initial Receivable purchased by the Servicer or repurchased by the
Seller); (ix) all 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
First-Tier Initial Assignment to be duly executed as of October 1, 2001.


                                            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 October 1, 2001, between the undersigned and MMCA
AUTO RECEIVABLES TRUST (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) all rights to receive proceeds with respect to such
Subsequent Receivables from claims on any physical damage, theft, credit
life or disability insurance policies covering the related Financed
Vehicles or related Obligors; (v) all rights to receive proceeds with
respect to such Subsequent Receivables from recourse to Dealers thereon
pursuant to Dealer Agreements; (vi) all of the Seller's rights to the
Receivable Files that relate to such Subsequent Receivables; (vii) all
payments and proceeds with respect to such Subsequent Receivables held by
the 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
purchased by the Servicer or repurchased by the Seller); (ix) all rebates
of premiums and other amounts relating to insurance policies and other
items financed under such Subsequent Receivables in effect as of the
Subsequent Cutoff Date; and (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
First-Tier Subsequent Assignment to be duly executed as of [_________ __,
_____].


                                            MITSUBISHI MOTORS CREDIT
                                              OF AMERICA, INC.



                                            By: _______________________
                                                Name:
                                                Title:




                                                                  SCHEDULE A


             SCHEDULE OF SUBSEQUENT RECEIVABLES PROVIDED TO THE
          INDENTURE TRUSTEE ON THE SUBSEQUENT CLOSING DATE, WHICH
            MAY BE ON COMPUTER TAPE, COMPACT DISK, OR MICROFICHE




                                                                    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
October 1, 2001 (as amended, supplemented or otherwise modified and in
effect from time to time, the "Purchase Agreement"), between the Seller and
MMCA Auto Receivables Trust, a Delaware business trust (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 PROVIDED TO
                 THE INDENTURE TRUSTEE ON THE CLOSING DATE,
                       WHICH MAY BE ON COMPUTER TAPE,
                        COMPACT DISK, OR MICROFICHE




                                                                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