(Multicurrency--Cross Border)

                                    ISDA(R)
                 International Swap Dealers Association, Inc.

                               MASTER AGREEMENT
                             dated as of [ ], 2001


THE CHASE MANHATTAN BANK                 and     MMCA AUTO OWNER TRUST 2001-3

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming
those Transactions.

Accordingly, the parties agree as follows:

1.       Interpretation

(a)      Definitions.  The terms defined in Section 14 and in the Schedule
will have the meanings therein specified for the purpose of this Master
Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purposes of the relevant Transaction.

(c) Single Agreement. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.


2.       Obligations

(d)      General Conditions.

(i)      Each party will make each payment or delivery specified in each
         Confirmation to be made by it, subject to the other provisions of
         this Agreement.

(ii)     Payments under this Agreement will be made on the due date for value
         on that date in the place of the account specified in the relevant
         Confirmation or otherwise pursuant to this Agreement, in freely
         transferable funds and in the manner customary for payments in the
         required currency. Where settlement is by delivery (that is, other
         than by payment), such delivery will be made for receipt on the due
         date in the manner customary for the relevant obligation unless
         otherwise specified in the relevant Confirmation or elsewhere in this
         Agreement.

(iii)    Each obligation of each party under Section 2(a)(i) is subject to (1)
         the condition precedent that no Event of Default or Potential Event
         of Default with respect to the other party has occurred and is
         continuing, (2) the condition precedent that no Early Termination
         Date in respect of the relevant Transaction has occurred or been
         effectively designated and (3) each other applicable condition
         precedent specified in this Agreement.

(e) Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a
reasonable objection to such change.

(f)      Netting.  If on any date amounts would otherwise be payable:--

         (i)      in the same currency; and

         (ii)     in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to
make payment of any such amount will be automatically satisfied and discharged
and, if the aggregate amount that would otherwise have been payable by one
party exceeds the aggregate amount that would otherwise have been payable by
the other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess
of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be
made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the
election, together with the starting date (in which case subparagraph (ii)
above will not, or will cease to, apply to such Transactions from such date).
This election may be made separately for different groups of Transactions and
will apply separately to each pairing of Offices through which the parties
make and receive payments or deliveries.

(g)      Deduction or Withholding for Tax.

         (i) Gross-Up. All payments under this Agreement will be made without
         any deduction or withholding for or on account of any Tax unless such
         deduction or withholding is required by any applicable law, as
         modified by the practice of any relevant governmental revenue
         authority, then in effect. If a party is so required to deduct or
         withhold, then that party ("X") will:--

                  (1) promptly notify the other party ("Y") of such
                  requirement;

                  (2) pay to the relevant authorities the full amount required
                  to be deducted or withheld (including the full amount
                  required to be deducted or withheld from any additional
                  amount paid by X to Y under this Section 2(d)) promptly upon
                  the earlier of determining that such deduction or
                  withholding is required or receiving notice that such amount
                  has been assessed against Y;

                  (3) promptly forward to Y an official receipt (or a
                  certified copy), or other documentation reasonably
                  acceptable to Y, evidencing such payment to such
                  authorities; and

                  (4) if such Tax is an Indemnifiable Tax, pay to Y, in
                  addition to the payment to which Y is otherwise entitled
                  under this Agreement, such additional amount as is necessary
                  to ensure that the net amount actually received by Y (free
                  and clear of Indemnifiable Taxes, whether assessed against X
                  or Y) will equal the full amount Y would have received had
                  no such deduction or withholding been required. However, X
                  will not be required to pay any additional amount to Y to
                  the extent that it would not be required to be paid but
                  for:--

                           (A) the failure by Y to comply with or perform any
                           agreement contained in Section 4(a)(i), 4(a)(iii)
                           or 4(d); or

                           (B) the failure of a representation made by Y
                           pursuant to Section 3(f) to be accurate and true
                           unless such failure would not have occurred but for
                           (I) any action taken by a taxing authority, or
                           brought in a court of competent jurisdiction, on or
                           after the date on which a Transaction is entered
                           into (regardless of whether such action is taken or
                           brought with respect to a party to this Agreement)
                           or (II) a Change in Tax Law.

         (ii)     Liability.  If:--

                  (1) X is required by any applicable law, as modified by the
                  practice of any relevant governmental revenue authority, to
                  make any deduction or withholding in respect of which X
                  would not be required to pay an additional amount to Y under
                  Section 2(d)(i)(4);

                  (2)      X does not so deduct or withhold; and

                  (3)      a liability resulting from such Tax is assessed
                           directly against X,

         then, except to the extent Y has satisfied or then satisfies the
         liability resulting from such Tax, Y will promptly pay to X the
         amount of such liability (including any related liability for
         interest, but including any related liability for penalties only if Y
         has failed to comply with or perform any agreement contained in
         Section 4(a)(i), 4(a)(iii) or 4(d)).

(h) Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant
Transaction, a party that defaults in the performance of any payment
obligation will, to the extent permitted by law and subject to Section 6(c),
be required to pay interest (before as well as after judgment) on the overdue
amount to the other party on demand in the same currency as such overdue
amount, for the period from (and including) the original due date for payment
to (but excluding) the date of actual payment, at the Default Rate. Such
interest will be calculated on the basis of daily compounding and the actual
number of days elapsed. If, prior to the occurrence or effective designation
of an Early Termination Date in respect of the relevant Transaction, a party
defaults in the performance of any obligation required to be settled by
delivery, it will compensate the other party on demand if and to the extent
provided for in the relevant Confirmation or elsewhere in this Agreement.


3.       Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into and, in the case of the representations in Section 3(f), at all times
until the termination of this Agreement) that:--

(a)      Basic Representations.

         (i) Status. It is duly organized and validly existing under the laws
         of the jurisdiction of its organization or incorporation and, if
         relevant under such laws, in good standing;

         (ii) Powers. It has the power to execute this Agreement and any other
         documentation relating to this Agreement to which it is a party, to
         deliver this Agreement and any other documentation relating to this
         Agreement that it is required by this Agreement to deliver and to
         perform its obligations under this Agreement and any obligations it
         has under any Credit Support Document to which it is a party and has
         taken all necessary action to authorise such execution, delivery and
         performance;

         (iii) No Violation or Conflict. Such execution, delivery and
         performance do not violate or conflict with any law applicable to it,
         any provision of'its constitutional documents, any order or judgment
         of any court or other agency of government applicable to it or any of
         its assets or any contractual restriction binding on or affecting it
         or any of its assets;

         (iv) Consents. All governmental and other consents that are required
         to have been obtained by it with respect to this Agreement or any
         Credit Support Document to which it is a party have been obtained and
         are in full force and effect and all conditions of any such consents
         have been complied with; and

         (v) Obligations Binding. Its obligations under this Agreement and any
         Credit Support Document to which it is a party constitute its legal,
         valid and binding obligations, enforceable in accordance with their
         respective terms (subject to applicable bankruptcy, reorganisation,
         insolvency, moratorium or similar laws affecting creditors' rights
         generally and subject, as to enforceability, to equitable principles
         of general application (regardless of whether enforcement is sought
         in a proceeding in equity or at law)).

(b) Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has
occurred and is continuing and no such event or circumstance would occur as a
result of its entering into or performing its obligations under this Agreement
or any Credit Support Document to which it is a party.

(c) Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding
at law or inequity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d) Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is
identified for the purpose of this Section 3(d) in the Schedule is, as of the
date of the information, true, accurate and complete in every material
respect.

(e) Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(f) is accurate and true.


4.       Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a) Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

         (i) any forms, documents or certificates relating to taxation
         specified in the Schedule or any Confirmation;

         (ii) any other documents specified in the Schedule or any
         Confirmation; and

         (iii) upon reasonable demand by such other party, any form or
         document that may be required or reasonably requested in writing in
         order to allow such other party or its Credit Support Provider to
         make a payment under this Agreement or any applicable Credit Support
         Document without any deduction or withholding for or on account of
         any Tax or with such deduction or withholding at a reduced rate (so
         long as the completion, execution or submission of such form or
         document would not materially prejudice the legal or commercial
         position of the party in receipt of such demand), with any such form
         or document to be accurate and completed in a manner reasonably
         satisfactory to such other party and to be executed and to be
         delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b) Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c) Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon' it or in respect of its execution or performance of
this Agreement by a jurisdiction in which it is incorporated, organised,
managed and controlled, or considered to have its seat, or in which a branch
or office through which it is acting for the purpose of this Agreement is
located ("Stamp Tax Jurisdiction") and will indemnify the other party against
any Stamp Tax levied or imposed upon the other party or in respect of the
other party's execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.


5.       Events of Default and Termination Events

(a) Events of Default. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party:--

         (i) Failure to Pay or Deliver. Failure by the party to make, when
         due, any payment under this Agreement or delivery under Section
         2(a)(i) or 2(e) required to be made by it if such failure is not
         remedied on or before the third Local Business Day after notice of
         such failure is given to the party;

         (ii) Breach of Agreement. Failure by the party to comply with or
         perform any agreement or obligation (other than an obligation to make
         any payment under this Agreement or delivery under Section 2(a)(i) or
         2(e) or to give notice of a Termination Event or any agreement or
         obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied
         with or performed by the party in accordance with this Agreement if
         such failure is not remedied on or before the thirtieth day after
         notice of such failure is given to the party;

         (iii)    Credit Support Default.

                  (1) Failure by the party or any Credit Support Provider of
                  such party to comply with or perform any agreement or
                  obligation to be complied with or performed by it in
                  accordance with any Credit Support Document if such failure
                  is continuing after any applicable grace period has elapsed;

                  (2) the expiration or termination of such Credit Support
                  Document or the failing or ceasing of such Credit Support
                  Document to be in full force and effect for the purpose of
                  this Agreement (in either case other than in accordance with
                  its terms) prior to the satisfaction of all obligations of
                  such party under each Transaction to which such Credit
                  Support Document relates without the written consent of the
                  other party; or

                  (3) the party or such Credit Support Provider disaffirms,
                  disclaims, repudiates or rejects, in whole or in part, or
                  challenges the validity of, such Credit Support Document;

         (iv) Misrepresentation. A representation (other than a representation
         under Section 3(e) or (f)) made or repeated or deemed to have been
         made or repeated by the party or any Credit Support Provider of such
         party in this Agreement or any Credit Support Document proves to have
         been incorrect or misleading in any material respect when made or
         repeated or deemed to have been made or repeated;

         (v) Default under Specified Transaction. The party, any Credit
         Support Provider of such party or any applicable Specified Entity of
         such party (l) defaults under a Specified Transaction and, after
         giving effect to any applicable notice requirement or grace period,
         there occurs a liquidation of, an acceleration of obligations under,
         or an early termination of, that Specified Transaction, (2) defaults,
         after giving effect to any applicable notice requirement or grace
         period, in making any payment or delivery due on the last payment,
         delivery or exchange date of, or any payment on early termination of,
         a Specified Transaction (or such default continues for at least three
         Local Business Days if there is no applicable notice requirement or
         grace period) or (3) disaffirms, disclaims, repudiates or rejects, in
         whole or in part, a Specified Transaction (or such action is taken by
         any person or entity appointed or empowered to operate it or act on
         its behalf);

         (vi) Cross Default. If "Cross Default" is specified in the Schedule
         as applying to the party, the occurrence or existence of (l) a
         default, event of default or other similar condition or event
         (however described) in respect of such party, any Credit Support
         Provider of such party or any applicable Specified Entity of such
         party under one or more agreements or instruments relating to
         Specified Indebtedness of any of them (individually or collectively)
         in an aggregate amount of not less than the applicable Threshold
         Amount (as specified in the Schedule) which has resulted in such
         Specified Indebtedness becoming, or becoming capable at such time of
         being declared, due and payable under such agreements or instruments,
         before it would otherwise have been due and payable or (2) a default
         by such party, such Credit Support Provider or such Specified Entity
         (individually or collectively) in making one or more payments on the
         due date thereof in an aggregate amount of not less than the
         applicable Threshold Amount under such agreements or instruments
         (after giving effect to any applicable notice requirement or grace
         period);

         (vii) Bankruptcy. The party, any Credit Support Provider of such
         party or any applicable Specified Entity of such party:--

                  (1) is dissolved (other than pursuant to a consolidation,
                  amalgamation or merger); (2) becomes insolvent or is unable
                  to pay its debts or fails or admits in writing its inability
                  generally to pay its debts as they become due; (3) makes a
                  general assignment, arrangement or composition with or for
                  the benefit of its creditors; (4) institutes or has
                  instituted against it a proceeding seeking a judgment of
                  insolvency or bankruptcy or any other relief under any
                  bankruptcy or insolvency law or other similar law affecting
                  creditors' rights, or a petition is presented for its
                  winding-up or liquidation, and, in the case of any such
                  proceeding or petition instituted or presented against it,
                  such proceeding or petition (A) results in a judgment of
                  insolvency or bankruptcy or the entry of an order for relief
                  or the making of an order for its winding-up or liquidation
                  or (B) is not dismissed, discharged, stayed or restrained in
                  each case within 30 days of the institution or presentation
                  thereof; (5) has a resolution passed for its winding-up,
                  official management or liquidation (other than pursuant to a
                  consolidation, amalgamation or merger); (6) seeks or becomes
                  subject to the appointment of an administrator, provisional
                  liquidator, conservator, receiver, trustee, custodian or
                  other similar official for it or for all or substantially
                  all its assets; (7) has a secured party take possession of
                  all or substantially all its assets or has a distress,
                  execution, attachment, sequestration or other legal process
                  levied, enforced or sued on or against all or substantially
                  all its assets and such secured party maintains possession,
                  or any such process is not dismissed, discharged, stayed or
                  restrained, in each case within 30 days thereafter; (8)
                  causes or is subject to any event with respect to it which,
                  under the applicable laws of any jurisdiction, has an
                  analogous effect to any of the events specified in clauses
                  (1) to (7) (inclusive); or (9) takes any action in
                  furtherance of, or indicating its consent to, approval of,
                  or acquiescence in, any of the foregoing acts; or

         (viii) Merger Without Assumption. The party or any Credit Support
         Provider of such party consolidates or amalgamates with, or merges
         with or into, or transfers all or substantially all its assets to,
         another entity and, at the time of such consolidation, amalgamation,
         merger or transfer:--

                  (1) the resulting, surviving or transferee entity fails to
                  assume all the obligations of such party or such Credit
                  Support Provider under this Agreement or any Credit Support
                  Document to which it or its predecessor was a party by
                  operation of law or pursuant to an agreement reasonably
                  satisfactory to the other party to this Agreement; or

                  (2) the benefits of any Credit Support Document fail to
                  extend (without the consent of the other party) to the
                  performance by such resulting, surviving or transferee
                  entity of its obligations under this Agreement.

(b) Termination Events. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below, or a Tax Event Upon Merger if the event is specified in (iii)
below, and, if specified to be applicable, a Credit Event Upon Merger if the
event is specified pursuant to (iv) below, or an Additional Termination Event
if the event is specified pursuant to (v) below:--

         (i) Illegality. Due to the adoption of, or any change in, any
         applicable law after the date on which a Transaction is entered into,
         or due to the promulgation of, or any change in, the interpretation
         by any court, tribunal or regulatory authority with competent
         jurisdiction of any applicable law after such date, it becomes
         unlawful (other than as a result of a breach by the party of Section
         4(b)) for such party (which will be the Affected Party):--

                  (1) to perform any absolute or contingent obligation to make
                  a payment or delivery or to receive a payment or delivery in
                  respect of such Transaction or to comply with any other
                  material provision of this Agreement relating to such
                  Transaction; or

                  (2) to perform, or for any Credit Support Provider of such
                  party to perform, any contingent or other obligation which
                  the party (or such Credit Support Provider) has under any
                  Credit Support Document relating to such Transaction;

         (ii) Tax Event. Due to (x) any action taken by a taxing authority, or
         brought in a court of competent jurisdiction, on or after the date on
         which a Transaction is entered into (regardless of whether such
         action is taken or brought with respect to a party to this Agreement)
         or (y) a Change in Tax Law, the party (which will be the Affected
         Party) will, or there is a substantial likelihood that it will, on
         the next succeeding Scheduled Payment Date (1) be required to pay to
         the other party an additional amount in respect of an Indemnifiable
         Tax under Section 2(d)(i)(4) (except in respect of interest under
         Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which
         an amount is required to be deducted or withheld for or on account of
         a Tax (except in respect of Interest under Section 2(e), 6(d)(ii) or
         6(e)) and no additional amount is required to be paid in respect of
         such Tax under Section 2(d)(i)(4) (other than by reason of Section
         2(d)(i)(4)(A) or (B));

         (iii) Tax Event Upon Merger. The party (the "Burdened Party") on the
         next succeeding Scheduled Payment Date will either (1) be required to
         pay an additional amount in respect of an Indemnifiable Tax under
         Section 2(d)(i)(4) (except in respect of interest under Section 2(e),
         6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has
         been deducted or withheld for or on account of an Indemnifiable Tax
         in respect of which the other party is not required to pay an
         additional amount (other than by reason of Section 2(d)(i)(4)(A) or
         (B)), in either case as a result of a party consolidating or
         amalgamating with, or merging with or into, or transferring all or
         substantially all its assets to, another entity (which will be the
         Affected Party) where such action does not constitute an event
         described in Section 5(a)(viii);

         (iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is
         specified in the Schedule as applying to the party, such party ("X"),
         any Credit Support Provider of X or any applicable Specified Entity
         of X consolidates or amalgamates with, or merges with or into, or
         transfers all or substantially all its assets to, another entity and
         such action does not constitute an event described in Section
         5(a)(viii) but the creditworthiness of the resulting, surviving or
         transferee entity is materially weaker than that of X, such Credit
         Support Provider or such Specified Entity, as the case may be,
         immediately prior to such action (and, in such event, X or its
         successor or transferee, as appropriate, will be the Affected Party);
         or

         (v) Additional Termination Event. If any "Additional Termination
         Event" is specified in the Schedule or any Confirmation as applying,
         the occurrence of such event (and, in such event, the Affected Party
         or Affected Parties shall be as specified for such Additional
         Termination Event in the Schedule or such Confirmation).

(c) Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.


6.       Early Termination

(a) Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as
an Early Termination Date in respect of all outstanding Transactions. If,
however, "Automatic Early Termination" is specified in the Schedule as
applying to a party, then an Early Termination Date in respect of all
outstanding Transactions will occur immediately upon the occurrence with
respect to such party of an Event of Default specified in Section
5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as
of the time immediately preceding the institution of the relevant proceeding
or the presentation of the relevant petition upon the occurrence with respect
to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to
the extent analogous thereto, (8).


(b) Right to Terminate Following Termination Event.

         (i) Notice. If a Termination Event occurs, an Affected Party will,
         promptly upon becoming aware of it, notify the other party,
         specifying the nature of that Termination Event and each Affected
         Transaction and will also give such other information about that
         Termination Event as the other party may reasonably require.

         (ii) Transfer to Avoid Termination Event. If either an Illegality
         under Section 5(b)(i)(1) or a Tax Event occurs and there is only one
         Affected Party, or if a Tax Event Upon Merger occurs and the Burdened
         Party is the Affected Party, the Affected Party will, as a condition
         to its right to designate an Early Termination Date under Section
         6(b)(iv), use all reasonable efforts (which will not require such
         party to incur a loss, excluding immaterial, incidental expenses) to
         transfer within 20 days after it gives notice under Section 6(b)(i)
         all its rights and obligations under this Agreement in respect of the
         Affected Transactions to another of its Offices or Affiliates so that
         such Termination Event ceases to exist.

         If the Affected Party is not able to make such a transfer it will
         give notice to the other party to that effect within such 20 day
         period, whereupon the other party may effect such a transfer within
         30 days after the notice is given under Section 6(b)(i).

         Any such transfer by a party under this Section 6(b)(ii) will be
         subject to and conditional upon the prior written consent of the
         other party, which consent will not be withheld if such other party's
         policies in effect at such time would permit it to enter into
         transactions with the transferee on the terms proposed.

         (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1)
         or a Tax Event occurs and there are two Affected Parties, each party
         will use all reasonable efforts to reach agreement within 30 days
         after notice thereof is given under Section 6(b)(i) on action to
         avoid that Termination Event.

         (iv)     Right to Terminate.  If:--

                  (1) a transfer under Section 6(b)(ii) or an agreement under
                  Section 6(b)(iii), as the case may be, has not been effected
                  with respect to all Affected Transactions within 30 days
                  after an Affected Party gives notice under Section 6(b)(i);
                  or

                  (2) an Illegality under Section 5(b)(i)(2), a Credit Event
                  Upon Merger or an Additional Termination Event occurs, or a
                  Tax Event Upon Merger occurs and the Burdened Party is not
                  the Affected Party,

         either party in the case of an Illegality, the Burdened Party in the
         case of a Tax Event Upon Merger, any Affected Party in the case of a
         Tax Event or an Additional Termination Event if there is more than
         one Affected Party, or the party which is not the Affected Party in
         the case of a Credit Event Upon Merger or an Additional Termination
         Event if there is only one Affected Party may, by not more than 20
         days notice to the other party and provided that the relevant
         Termination Event is then continuing, designate a day not earlier
         than the day such notice is effective as an Early Termination Date in
         respect of all Affected Transactions.

(c) Effect of Designation.

         (i) If notice designating an Early Termination Date is given under
         Section 6(a) or (b), the Early Termination Date will occur on the
         date so designated, whether or not the relevant Event of Default, or
         Termination Event is then continuing.

         (ii) Upon the occurrence or effective designation of an Early
         Termination Date, no further payments or deliveries under Section
         2(a)(i) or 2(e) in respect of the Terminated Transactions will be
         required to be made, but without prejudice to the other provisions of
         this Agreement. The amount, if any, payable in respect of an Early
         Termination Date shall be determined pursuant to Section 6(e).


(d) Calculations.

         (i) Statement. On or as soon as reasonably practicable following the
         occurrence of an Early Termination Date, each party will make the
         calculations on its part, if any, contemplated by Section 6(e) and
         will provide to the other party a statement (1) showing, in
         reasonable detail, such calculations (including all relevant
         quotations and specifying any amount payable under Section 6(e)) and
         (2) giving details of the relevant account to which any amount
         payable to it is to be paid. In the absence of written confirmation
         from the source of a quotation obtained in determining a Market
         Quotation, the records of the party obtaining such quotation will be
         conclusive evidence of the existence and accuracy of such quotation.

         (ii) Payment Date. An amount calculated as being due in respect of
         any Early Termination Date under Section 6(e) will be payable on the
         day that notice of the amount payable is effective (in the case of an
         Early Termination Date which is designated or occurs as a result of
         an Event of Default) and on the day which is two Local Business Days
         after the day on which notice of the amount payable is effective (in
         the case of an Early Termination Date which is designated as a result
         of a Termination Event). Such amount will be paid together with (to
         the extent permitted under applicable law) interest thereon (before
         as well as after judgment) in the Termination Currency, from (and
         including) the relevant Early Termination Date to (but excluding) the
         date such amount, is paid, at the Applicable Rate. Such interest will
         be calculated on the basis of daily compounding and the actual number
         of days elapsed.

(e) Payments on Early Termination. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the
Schedule of a payment measure, either "Market Quotation" or "Loss", and a
payment method, either the "First Method" or the "Second Method". If the
parties fail to designate a payment measure or payment method in the Schedule,
it will be deemed that "Market Quotation"or the "Second Method", as the case
may be, shall apply. The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be subject to
any Set-off.

         (i)      Events of Default.    If the Early Termination Date results
                  from an Event of Default:--

                  (1) First Method and Market Quotation. If the First Method
                  and Martet Quotation apply, the Defaulting Party will pay to
                  the Non-defaulting Party the excess, if a positive number,
                  of (A) the sum of the Settlement Amount (determined by the
                  Non-defaulting Party) in respect of the Terminated
                  Transactions and the Termination Currency Equivalent of the
                  Unpaid Amounts owing to the Non-defaulting Party over (B)
                  the Termination Currency Equivalent of the Unpaid Amounts
                  owing to the Defaulting Party.


                  (2) First Method and Loss. If the First Method and Loss
                  apply, the Defaulting Party will pay to the Non-defaulting
                  Party, if a positive number, the Non-defaulting Party's Loss
                  in respect of this Agreement.

                  (3) Second Method and Market Quotation. If the Second Method
                  and Market Quotation apply, an amount will be payable equal
                  to (A) the sum of the Settlement Amount (determined by the
                  Non-defaulting Party) in respect of the Terminated
                  Transactions and the Termination Currency Equivalent of the
                  Unpaid Amounts owing to the Non-defaulting Party less (B)
                  the Termination Currency Equivalent of the Unpaid Amounts
                  owing to the Defaulting Party. If that amount is a positive
                  number, the Defaulting Party will pay it to the
                  Non-defaulting Party; if it is a negative number, the
                  Non-defaulting Party will pay the absointe value of that
                  amount to the Defaulting Party.

                  (4) Second Method and Loss. If the Second Method and Loss
                  apply, an amount will be payable equal to the Non-defaulting
                  Party's Loss in respect of this Agreement. If that amount is
                  a positive number, the Defaulting Party will pay it to the
                  Non-defaulting Party; if it is a negative number, the
                  Non-defaulting Party will pay the absolute value of that
                  amount to the Defaulting Party.

         (ii)     Termination Events.  If the Early Termination Date results
                  from a Termination Event:--

                  (1) One Affected Party. If there is one Affected Party, the
                  amount payable will be determined in accordance with Section
                  6(e)(i)(3), if Market Quotation applies, or Section
                  6(e)(i)(4), if Loss applies, except that, in either case,
                  references to the Defaulting Party and to the Non-defaulting
                  Party will be deemed to be references to the Affected Party
                  and the party which is not the Affected Party, respectively,
                  and, if Loss applies and fewer than all the Transactions are
                  being terminated, Loss shall be calculated in respect of all
                  Terminated Transactions.

                  (2)      Two Affected Parties.  If there are two
                           Affected Parties:--

                           (A) if Market Quotation applies, each party will
                           determine a Settlement Amount in respect of the
                           Terminated Transactions, and an amount will be
                           payable equal to (I) the sum of (a) one-half of the
                           difference between the Settlement Amount of the
                           party with the higher Settlement Amount ("X") and
                           the Settlement Amount of the party with the lower
                           Settlement Amount ("Y") and (b) the Termination
                           Currency Equivalent of the Unpaid Amounts owing to
                           X less (II) the Termination Currency Equivalent of
                           the Unpaid Amounts owing to Y; and

                           (B) if Loss applies, each party will determine its
                           Loss in respect of this Agreement (or, if fewer
                           than all the Transactions are being terminated, in
                           respect of all Terminated Transactions) and an
                           amount will be payable equal to one-half of the
                           difference between the Loss of the party with the
                           higher Loss ("X") and the Loss of the party with
                           the lower Loss ("Y").

                  If the amount payable is a positive number, Y will pay it to
                  X; if it is a negative number, X will pay the absolute value
                  of that amount to Y.

         (iii) Adjustment for Bankruptcy. In circumstances where an Early
         Termination Date occurs because "Automatic Early Termination" applies
         in respect of a party, the amount determined under this Section 6(e)
         will be subject to such adjustments as are appropriate and permitted
         by law to reflect any payments or deliveries made by one party to the
         other under this Agreement (and retained by such other party) during
         the period from the relevant Early Termination Date to the date for
         payment determined under Section 6(d)(ii).

         (iv) Pre-Estimate. The parties agree that if Market Quotation applies
         an amount recoverable under this Section 6(e) is a reasonable
         pre-estimate of loss and not a penalty. Such amount is payable for
         the loss of bargain and the loss of protection against future risks
         and except as otherwise provided in this Agreement neither party will
         be entitled to recover any additional damages as a consequence of
         such losses.

7.       Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of
the other party, except that:--

(a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to
any other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be
void.

8.       Contractual Currency

(a) Payment in the Contractual Currency. Each payment under this Agreement
will he made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable
law, any obligation to make payments under this Agreement in the Contractual
Currency will not be discharged or satisfied by any tender in any currency
other than the Contractual Currency, except to the extent such tender results
in the actual receipt by the party to which payment is owed, acting in a
reasonable manner and in good faith in converting the currency so tendered
into the Contractual Currency, of the full amount in the Contractual Currency
of all amounts payable in respect of this Agreement. If for any reason the
amount in the Contractual Currency so received falls short of the amount in
the Contractual Currency payable in respect of this Agreement, the party
required to make the payment will, to the extent permitted by applicable law,
immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall. If for any reason the amount in the
Contractual Currency so received exceeds the amount in the Contractual
Currency payable in respect of this Agreement, the party receiving the payment
will refund promptly the amount of such excess.

(b) Judgments. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party
is entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency and will refund promptly to the other party any excess of
the Contractual Currency received by such party as a consequence of sums paid
in such other currency if such shortfall or such excess arises or results from
any variation between the rate of exchange at which the Contractual Currency
is converted into the currency of the judgment or order for the purposes of
such judgment or order and the rate of exchange at which such party is able,
acting in a reasonable manner and in good faith in converting the currency
received into the Contractual Currency, to purchase the Contractual Currency
with the amount of the currency of the judgment or order actually received by
such party. The term "rate of exchange" includes, without limitation, any
premiums and costs of exchange payable in connection with the purchase of or
conversion into the Contractual Currency.

(c) Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the
party to which any payment is owed and will not be affected by judgment being
obtained or claim or proof being made for any other sums payable in respect of
this Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will he sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.


9.       Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b) Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced
by a facsimile transmission) and executed by each of the parties or confirmed
by an exchange of telexes or electronic messages on an electronic messaging
system.

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations.

         (i) This Agreement (and each amendment, modification and waiver in
         respect of it) may be executed and delivered in counterparts
         (including by facsimile transmission), each of which will he deemed
         an original.

         (ii) The parties intend that they are legally bound by the terms of
         each Transaction from the moment they agree to those terms (whether
         orally or otherwise). A Confirmation shall be entered into as soon as
         practicable and may be executed and delivered in counterparts
         (including by facsimile transmission) or be created by an exchange of
         telexes or by an exchange of electronic messages on an electronic
         messaging system, which in each case will be sufficient for all
         purposes to evidence a binding supplement to this Agreement. The
         parties will specify therein or through another effective means that
         any such counterpart, telex or electronic message constitutes a
         Confirmation.

(f) No Waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g) Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.


10.      Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organization of such party, the
obligations of such party are the same as if it had entered into the
Transaction through its head or home office. This representation will be
deemed to be repeated by such party on each date on which a Transaction is
entered into.

(b) Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a
Transaction will be specified in the relevant Confirmation.


11.      Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other
party for and against all reasonable out-of-pocket expenses, including legal
fees and Stamp Tax, incurred by such other party by reason of the enforcement
and protection of its rights under this Agreement or any Credit Support
Document to which the Defaulting Party is a party or by reason of the early
termination of any Transaction, including, but not limited to, costs of
collection.

12.      Notices

(a) Effectiveness. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

         (i) if in writing and delivered in person or by courier, on the date
         it is delivered;

         (ii) if sent by telex, on the date the recipient's answer back is
         received;

         (iii) if sent by facsimile transmission, on the date that
         transmission is received by a responsible employee of the recipient
         in legible form (it being agreed that the burden of proving receipt
         will be on the sender and will not be met by a transmission report
         generated by the sender's facsimile machine); (iv) if sent by
         certified or registered mail (airmail, if overseas) or the equivalent
         (return receipt requested), on the date that mail is delivered or its
         delivery is attempted; or

         (v) if sent by electronic messaging system, on the date that
         electronic message is received,

         unless the date of that delivery (or attempted delivery) or that
         receipt, as applicable, is not a Local Business Day or that
         communication is delivered (or attempted) or received, as applicable,
         after the close of business on a Local Business Day, in which case
         that communication shall be deemed given and effective on the first
         following day that is a Local Business Day.

(b) Change of Addresses. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.


13.      Governing Law and Jurisdiction

(a) Governing Law.  This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b) Jurisdiction.    With respect to any suit, action or proceedings relating
to this Agreement ("Proceedings"), each party

irrevocably:--

         (i) submits to the jurisdiction of the English courts, if this
         Agreement is expressed to be governed by English law, or to the
         non-exclusive jurisdiction of the courts of the State of New York and
         the United States District Court located in the Borough of Manhattan
         in New York City, if this Agreement is expressed to be governed by
         the laws of the State of New York; and

         (ii) waives any objection which it may have at any time to the laying
         of venue of any Proceedings brought in any such court, waives any
         claim that such Proceedings have been brought in an inconvenient
         forum and further waives the right to object, with respect to such
         Proceedings, that such court does not have any jurisdiction over such
         party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the
Civil Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c) Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any reason any party's
Process Agent is unable to act as such, such party will promptly notify the
other party and within 30 days appoint a substitute process agent acceptable
to the other party. The parties irrevocably consent to service of process
given in the manner provided for notices in Section 12. Nothing in this
Agreement will affect the right of either party to serve process in any other
manner permitted by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the
grounds of sovereignty or other similar grounds from (i) suit, (ii)
jurisdiction of any court, (iii) relief by way of injunction, order for
specific performance or for recovery of property, (iv) attachment of its
assets (whether before or after judgment) and (v) execution or enforcement of
any judgment to which it or its revenues or assets might otherwise be entitled
in any Proceedings in the courts of any jurisdiction and irrevocably agrees,
to the extent permitted by applicable law, that it will not claim any such
immunity in any Proceedings.


14.      Definitions

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified the Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control"
of any entity or person means ownership of a majority of the voting power of
the entity or person.

"Applicable Rate" means:--

         (a) in respect of obligations payable or deliverable (or which would
         have been but for Section 2(a)(iii)) by a

         Defaulting Party, the Default Rate;


         (b) in respect of an obligation to pay an amount under Section 6(e)
         of either party from and after the Rate (determined in accordance
         with Section 6(d)(ii)) on which that amount is payable, the Default
         Rate;


         (c) in respect of all other obligations payable or deliverable (or
         which would have been but for Section 2(a)(iii)) by a Non-defaulting
         Party, the Non-default Rate; and


         (d)      in all other cases, the Termination Rate.


"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or
ratification of, or any change in or amendment to, any law (or in the
application or official interpretation of any law)'that occurs on or after the
date on which the relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorization, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified
as such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed
in respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of such payment or a person related to
such recipient (including, without limitation, a connection arising from such
recipient or related person being or having been a citizen or resident of such
jurisdiction, or being or having been organized, present or engaged in a trade
or business in such jurisdiction, or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding a
connection arising solely from such recipient, or related person having
executed, delivered, performed its obligations or received a payment under, or
enforced, this Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case
of tax matters, by the practice of any relevant governmental revenue
authority) and "lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and
foreign currency deposits) (a) in relation to any obligation under Section
2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so
specified, as otherwise agreed by the parties in writing or determined
pursuant to provisions contained, or incorporated by reference, in this
Agreement, (b) in relation to any other payment, in the place where the
relevant account is located and, if different, in the principal financial
center, if any, of the currency of such payment, (c) in relation to any notice
or other communication, including notice contemplated under Section 5(a)(i),
in the city specified in the address for notice provided by the recipient and,
in the case of a notice contemplated by Section 2(b), in the place where the
relevant new account is to be located and (d) in relation to Section
5(a)(v)(2), in the relevant locations for performance with respect to such
Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be
its total losses and costs (or gain, in which case expressed as a negative
number) in connection with this Agreement or that Terminated Transaction or
group of Terminated Transactions, as the case may be, including any loss of
bargain, cost of funding, or at the election of such party but without
duplication, loss or cost incurred as a result of its terminating,
liquidating, obtaining or reestablishing any hedge or related trading position
(or any gain resulting from any of them). Loss includes losses and costs (or
gains) in respect of any payment or delivery required to have been made
(assuming satisfaction of each applicable condition precedent) on or before
the relevant Early Termination Date and not made, except, so as to avoid
duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does
not include a party's legal fees and out- of-pocket expenses referred to under
Section 11. A party will determine its Loss as of the relevant Early
Termination Date, or, if that is not reasonably practicable, as of the
earliest date thereafter as is reasonably practicable. A party may (but need
not) determine its Loss by reference to quotations of relevant rates or prices
from one or more leading dealers in the relevant markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or
by such party (expressed as a positive number) in consideration of an
agreement between such party (taking into account any existing Credit Support
Document with respect to the obligations of such party) and the quoting
Reference Market-maker to enter into a transaction (the "Replacement
Transaction") that would have the effect of preserving for such party the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in
respect of such Terminated Transaction or group of Terminated Transactions
that would, but for the occurrence of the relevant Early Termination Date,
have been required after that date. For this purpose, Unpaid Amounts in
respect of the Terminated Transaction or group of Terminated Transactions are
to be excluded but, without limitation, any payment or delivery that would,
but for the relevant Early Termination Date, have been required (assuming
satisfaction of each applicable condition precedent) after that Early
Termination Date is to be included. The Replacement Transaction would be
subject to such documentation as such party and the Reference Market-maker
may, in good faith, agree. The party making the determination (or its agent)
will request each Reference Market-maker to provide its quotation to the
extent reasonably practicable as of the same day and time (without regard to
different time zones) on or as soon as reasonably practicable after the
relevant Early Termination Date. The day and time as of which those quotations
are to be obtained will be selected in good faith by the party obliged to make
a determination under Section 6(e), and, if each party is obliged, after
consultation with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard
to the quotations having the highest and lowest values. If exactly three such
quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if
more than one quotation has the same highest value or lowest value, then one
of such quotations shall he disregarded. If fewer than three quotations are
provided, it will be deemed that the Market Quotation in respect of such
Terminated Transaction or group of Terminated Transactions cannot be
determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it)
if it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head
or home office.

"Potential Event of Default" means any event which, with the giving of notice
or the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria
that such party applies generally at the time in deciding whether to offer or
to make an extension of credit and (b) to the extent practicable, from among
such dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a)
in which the party is incorporated, organized, managed and controlled or
considered to have its seat, (b) where an Office through which the party is
acting for purposes of this Agreement is located, (c) in which the party
executes this Agreement and (d) in relation to any payment, from or through
which such payment is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention
or withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or
imposed on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of:--

         (a) the Termination Currency Equivalent of the Market Quotations
         (whether positive or negative) for each Terminated Transaction or
         group of Terminated Transactions for which a Market Quotation is
         determined; and

         (b) such party's Loss (whether positive or negative and without
         reference to any Unpaid Amounts) for each Terminated Transaction or
         group of Terminated Transactions for which a Market Quotation cannot
         be determined or would not (in the reasonable belief of the party
         making the determination) produce a commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any obligation
(whether present or future, contingent or otherwise, as principal or surety or
otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter
entered into between one party to this Agreement (or any Credit Support
Provider of such party or any applicable Specified Entity of such party) and
the other party to this Agreement (or any Credit Support Provider of such
other party or any applicable Specified Entity of such other party) which is a
rate swap transaction, basic swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity index option,
bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions),
(b) any combination of these transactions and (c) any other transaction
identified as a Specified Transaction in this Agreement or the relevant
confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment
or fee of any nature (including interest, penalties and additions thereto)
that is imposed by any government or other taxing authority in respect of any
payment under this Agreement other than a stamp, registration, documentation
or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in
effect immediately before the effectiveness of the notice designating that
Early Termination Date (or, if "Automatic Early Termination" applies,
immediately before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated
in the Termination Currency, such Termination Currency amount and, in respect
of any amount denominated in a currency other than the Termination Currency
(the "Other Currency"), the amount in the Termination Currency determined by'
the party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or,
if the relevant Market Quotation or Loss (as the case may be), is determined
as of a later date, that later date, with the Termination Currency at the rate
equal to the spot exchange rate of the foreign exchange agent (selected as
provided below) for the purchase of such Other Currency with the Termination
Currency at or about 11:00 am. (in the city in which such foreign exchange
agent is located) on such date as would be customary for the determination of
such a rate for the purchase of such Other Currency for value on the relevant
Early Termination Date or that later date. The foreign exchange agent will, if
only one party is obliged to make a determination under Section 6(e), be
selected in good faith by that party and otherwise will be agreed by the
parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon
Merger or, if specified to be applicable, a Credit Event Upon Merger or an
Additional Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as
certified by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early
Termination Date, the aggregate of (a) in respect of all Terminated
Transactions, the amounts that became payable (or that would have become
payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or
prior to such Early Termination Date and which remain unpaid as at such Early
Termination Date and (b) in respect of each Terminated Transaction, for each
obligation under Section 2(a)(i) which was (or would have been but for Section
2(a)(iii) required to be settled by delivery to such party on or prior to such
Early Termination Date and which has not been so settled as at such Early
Termination Date, an amount equal to the fair market value of that which was
(or would have been) required to be delivered as of the originally scheduled
date for delivery, in each case together with (to the extent permitted under
applicable law) interest, in the currency of such amounts, from (and
including) the date such amounts or obligations were or would have been
required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b)
above shall be reasonably determined by the party obliged to make the
determination under Section 6(e) or, if each party is so obliged, it shall be
the average of the Termination Currency. Equivalents of the fair market values
reasonably determined by both parties.




IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.


THE CHASE MANHATTAN BANK            MMCA AUTO OWNER TRUST 2001-3

                                    By: WILMINGTON TRUST COMPANY,
                                        not in its individual capacity nor
                                        as a principal to this Master
                                        Agreement, but solely as Owner Trustee



By:  ___________________________    By: ___________________________
                                                                   -
     Name:                                 Name:
     Title:                             Title:
     Date:                              Date:




                   SCHEDULE to the ISDA Master Agreement

                           Dated as of [ ], 2001

                                  between
                      THE CHASE MANHATTAN BANK ("CMB")
                                    and
                 MMCA AUTO OWNER TRUST 2001-3 (the "Trust")


Part 1   Termination Provisions.

(a)      "Specified Entity" means:

(i)      in relation to CMB:  Not Applicable.

(ii)     in relation to the Trust:  Not Applicable.

(b)      "Specified Transaction" shall have the meaning specified in
         Section 14 of this Agreement.

(c)      The "Breach of Agreement" provisions of Section 5(a)(ii) will not
         apply to CMB or to the Trust.

(d)      The "Credit Support Default" provisions of Section 5(a)(iii), if
         applicable, will apply to CMB and will not apply to the Trust.

(e)      The "Misrepresentation" provisions of Section 5(a)(iv) will not
         apply to CMB or to the Trust.

(f)      The "Default under Specified Transaction" provisions of Section
         5(a)(v) will not apply to CMB or to the Trust.

(g)      The "Cross Default" provisions of Section 5(a)(vi) will not apply
         to CMB or to the Trust.

(h)      The "Merger Without Assumption" provisions of Section 5(a)(viii)
         will apply to CMB and will apply to the Trust.

(i)      The "Tax Event" provision of Section 5(b)(ii) will apply to CMB
         and will not apply to the Trust, so that only the Trust may
         designate an Early Termination Date in respect of such event.

(j)      The "Tax Event Upon Merger" provision of Section 5(b)(iii) will
         apply to CMB and will not apply to the Trust, so that only the
         Trust may designate an Early Termination Date in respect of such
         event.

(k)      The "Credit Event Upon Merger" provision in Section 5(b)(iv), will
         not apply to CMB or to the Trust.

(l)      The "Automatic Early Termination" provision of Section 6(a) will
         not apply to CMB or to the Trust.

(m)      Payments on Early Termination. For the purpose of Section 6(e) of
         this Agreement:

         (i)      Market Quotation will apply unless the Trust is the
                  Non-defaulting Party or the party which is not the
                  Affected Party, as the case may be, and the Trust enters
                  into a replacement Transaction on or prior to the Early
                  Termination Date, in which event Loss will apply.

         (ii)     The Second Method will apply, provided, however, that any
                  payments payable by the Trust to CMB hereunder will be
                  pari passu and pro rata with payments of interest made on
                  the Class A Notes from Total Available Funds pursuant to
                  Section 2.8 of the Indenture.

(n)      "Termination Currency" means United States Dollars.

(o)      "Additional Termination Event".  The following shall constitute an
         Additional Termination Event:

         (i)      Acceleration or Liquidation of the Notes. It shall be an
                  Additional Termination Event with the Trust the sole
                  Affected Party if CMB or the Trust elects to terminate
                  the Transactions (1) following an Event of Default as
                  defined in Section 5.1(i) or Section 5.1(ii) of the
                  Indenture which has resulted in an acceleration of the
                  Notes, provided such acceleration has not been rescinded
                  and annulled pursuant to Section 5.2(b) of the Indenture,
                  or (2) upon a liquidation of the Trust Estate pursuant to
                  Section 5.4(a)(iv) or Section 5.4(b) of the Indenture. In
                  such event, either CMB or the Trust may, by not more than
                  20 days notice to the other party and provided such
                  Additional Termination Event is continuing, designate a
                  day not earlier than the day such notice is effective as
                  an Early Termination Date in respect of all Affected
                  Transactions. If an event or circumstance which would
                  constitute an Event of Default by CMB under this
                  Agreement gives rise to an Event of Default under the
                  Indenture, it will be treated as an Event of Default by
                  CMB and not an Additional Termination Event.

(ii)              Amendments Made Without Consent of CMB. It shall be an
                  Additional Termination Event if any amendment or
                  supplement to the Indenture or to any of the Receivables
                  Transfer and Servicing Agreements which would adversely
                  affect any of CMB's rights or obligations under this
                  Agreement or modify the obligations of, or impair the
                  ability of the Trust to fully perform any of the Trust's
                  obligations under, this Agreement is made without the
                  consent of CMB, which consent shall not be unreasonably
                  withheld (in which case the Trust will be the Affected
                  Party).

         (iii)    Downgrade of CMB. It shall be an Additional Termination
                  Event with CMB the Affected Party if:

                  (1)   the long-term Credit Rating of CMB is suspended or
                        withdrawn or downgraded below "A2" by Moody's and,
                        within 30 days of such suspension, withdrawal or
                        downgrade CMB shall fail to (a) deliver or post
                        collateral reasonably acceptable to the Trust and
                        acceptable to Moody's in amounts sufficient or in
                        accordance with the standards of Moody's (as such
                        standards may be modified while any Transaction is
                        still outstanding), to secure its obligations under
                        this Agreement, (b) assign its rights and
                        obligations under this Agreement to a replacement
                        counterparty reasonably acceptable to the Trust and
                        to Moody's or (c) establish other arrangements
                        necessary (including, without limitation, causing
                        an entity with ratings such that if CMB or its
                        Credit Support Provider had such ratings, this
                        Additional Termination Event would not have
                        occurred, to guarantee or provide an indemnity in
                        respect of CMB's or its Credit Support Provider's
                        obligations under this Agreement in form and
                        substance reasonably satisfactory to Moody's), if
                        any, in each case so that Moody's confirms the
                        ratings of the Notes that were in effect
                        immediately prior to such suspension, withdrawal or
                        downgrade;

                  (2)   the long-term and the short-term Credit Rating of
                        CMB is downgraded below " " and "A-1,"
                        respectively, by S&P, and CMB shall fail to (a) use
                        reasonable efforts to assign its rights and
                        obligations under this Agreement to a replacement
                        counterparty acceptable to the Trust and to S&P and
                        (b) if such an assignment has not occurred within
                        20 days of such downgrade, fail to deliver or post
                        collateral reasonably acceptable to the Trust and
                        acceptable to S&P (as designated in an approved
                        Credit Support Annex) to secure its obligations
                        under this Agreement; provided, that
                        notwithstanding the posting of the collateral and
                        the addition of the Credit Support Annex, CMB shall
                        continue to use reasonable efforts to assign its
                        rights and obligations under this Agreement to a
                        replacement counterparty; or

                  (3)   the long-term or the short-term Credit Rating of
                        CMB is suspended or withdrawn or downgraded below
                        "A" or "F-1", respectively, by Fitch and, within 30
                        days of such suspension, withdrawal or downgrade
                        CMB shall fail to (a) deliver or post collateral
                        reasonably acceptable to the Trust and acceptable
                        to Fitch in amounts sufficient or in accordance
                        with the standards of Fitch (as such standards may
                        be modified while any Transaction is still
                        outstanding), to secure its obligations under this
                        Agreement, (b) assign its rights and obligations
                        under this Agreement to a replacement counterparty
                        reasonably acceptable to the Trust and to Fitch or
                        (c) establish other arrangements necessary
                        (including, without limitation, causing an entity
                        with ratings such that if CMB or its Credit Support
                        Provider had such ratings, this Additional
                        Termination Event would not have occurred, to
                        guarantee or provide an indemnity in respect of
                        CMB's or its Credit Support Provider's obligations
                        under this Agreement in form and substance
                        reasonably satisfactory to Fitch), if any, in each
                        case so that Fitch confirms the ratings of the
                        Notes that were in effect immediately prior to such
                        suspension, withdrawal or downgrade.

         (iv)     Failure to Maintain Security Interest. It shall be an
                  Additional Termination Event with the Trust the Affected
                  Party if the Trust fails to maintain the first priority
                  perfected security interest of CMB in the Collateral
                  under the Indenture.

Part 2   Tax Representations.

(a)      Payer Tax Representations.  For the purposes of Section 3(e) of this
         Agreement, CMB and the Trust will each make the following
         representations to the other:

         It is not required by any applicable law, as modified by the
         practice of any relevant governmental revenue authority, of any
         Relevant Jurisdiction to make any deduction or withholding for or
         on account of any Tax from any payment (other than interest under
         Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it
         to the other party under this Agreement. In making this
         representation, each party may rely on:

         (i)      the accuracy of any representations made by the other
                  party pursuant to Section 3(f) of this Agreement;

         (ii)     the satisfaction of the agreement of the other party
                  contained in Section 4(a)(i) or 4(a)(iii) of this
                  Agreement and the accuracy and effectiveness of any
                  document provided by the other party pursuant to Section
                  4(a)(i) or 4(a)(iii) of this Agreement, and

         (iii)    the satisfaction of the agreement of the other party
                  contained in Section 4(d) of this Agreement,

         provided that it shall not be a breach of this representation
         where reliance is placed on clause (ii) and the other party does
         not deliver a form or document under Section 4(a)(iii) by reason
         of material prejudice to its legal or commercial position.

(b)      Payee Tax Representations.

         (i)      For the purpose of Section 3(f) of this Agreement, CMB
                  represents to the Trust that it is a bank organized under
                  the laws of the State of New York.

         (ii)     For the purpose of Section 3(f) of this Agreement, the
                  Trust represents to CMB that it is a business trust
                  organized and existing under the laws of the State of
                  Delaware.

         (iii)    CMB represents that it is an exempt recipient under
                  Treasury Regulation Section 1.6049-4(c)(1)(ii), and the
                  Trust represents that it is wholly-owned by a "United
                  States person" and disregarded as an entity separate from
                  its owner for U.S. federal tax purposes.


Part 3   Documents to be delivered.

(a)      For the purpose of Section 4(a)(i), the documents to be delivered are:
<TABLE>
<CAPTION>

       Party required to         Form/Document/                  Date by which to be delivered   Section 3(d)
       deliver document          Certificate                                                     Representation

<S>                               <C>                             <C>                           <C>
       CMB and the Trust         An executed United States       (i) Upon execution of this      Applicable
                                 Internal Revenue Service Form   Agreement, (ii) promptly upon
                                 W-9 (or any successor           reasonable demand by the
                                 thereto).                       other party and (iii)
                                                                 promptly upon learning that
                                                                 any such form previously
                                                                 provided by such party has
                                                                 become obsolete or incorrect.
</TABLE>

(b)      For the purposes of Section 4(a)(ii), the other documents to be
         delivered are as follows:
<TABLE>
<CAPTION>

       Party required to          Form/Document/              Date by which to be delivered    Section 3(d)
       deliver document           Certificate                                                  representation:

<S>                                  <C>                       <C>                             <C>
       CMB and the Trust          Evidence of the             Upon or prior to the execution   Applicable
                                  authority, incumbency and   and delivery of this Agreement
                                  specimen signature of       and, with respect to any
                                  each person executing       Confirmation upon request by
                                  this Agreement or any       the other party.
                                  Confirmation, Credit
                                  Support Document or other
                                  document entered into in
                                  connection with this
                                  Agreement on its behalf
                                  or on behalf of a Credit
                                  Support Provider or
                                  otherwise, as the case
                                  may be.

       The Trust                  Certified copies of         As soon as practicable after     Applicable
                                  documents evidencing each   the execution of this Agreement
                                  Party's capacity to
                                  execute and deliver this
                                  Agreement, each
                                  Confirmation and any
                                  Credit Support Document
                                  (if applicable), and to
                                  perform its obligations
                                  hereunder or thereunder
                                  as may be reasonably
                                  requested by the other
                                  party.

       CMB                        A copy of the annual        Promptly after request by the    Applicable
                                  report of its Credit        Trust.
                                  Support Provider,
                                  including annual audited
                                  financial statements of
                                  its Credit Support
                                  Provider prepared in
                                  accordance with generally
                                  accepted accounting
                                  principles in the country
                                  in which its Credit
                                  Support Provider is
                                  organized.

       The Trust                  Monthly reports to          On or prior to each Monthly      Applicable
                                  noteholders and to          Payment Date.
                                  holders of the
                                  certificate (and all
                                  other such notices
                                  required to be given to
                                  noteholders and to
                                  holders of the
                                  certificate, as specified
                                  in the Indenture).

       CMB and the Trust          A legal opinion in form     On or prior to the Closing       Not Applicable
                                  and substance               Date.
                                  satisfactory to the other
                                  party.

       The Trust                  A copy of the executed      As soon as practical after the   Not Applicable
                                  Indenture and of each of Closing Date.
                                  the Receivables Transfer
                                  and Servicing Agreements.

       CMB and the Trust          Such other documents as     Promptly upon request of the     Not Applicable
                                  the other party may         other party.
                                  reasonably request.
</TABLE>

Part 4   Miscellaneous.

(a)      Address for Notices.  For the purpose of Section 12(a) of this
         Agreement, the addresses for notices and communications to CMB and
         the Trust shall be as follows:

         TO CMB:

                  The Chase Manhattan Bank
                  270 Park Avenue
                  New York, New York 10017
                  Attention:  John Cho
                  Tel:  (212) 834-5008
                  Fax:  (212) 834-6562

                  with copies to:

                  The Chase Manhattan Bank
                  270 Park Avenue
                  New York, New York 10017
                  Attention:  Jeffrey Kim (Derivatives Marketing)
                  Tel:  (212) 834-3651
                  Fax: (212) 834-6871

                  The Chase Manhattan Bank
                  270 Park Avenue, 40th Floor
                  New York, New York 10017
                  Attention:  Legal Department - Capital Markets Group
                  Fax:  (212) 270-7468

         TO THE TRUST:

                  MMCA Auto Owner Trust 2001-3
                  c/o Wilmington Trust Company,
                       as Owner Trustee
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, Delaware 19890-0001
                  Attention: Corporate Trust Administration
                  Tel:  (302) 651-1834
                  Fax:  (302) 651-1576

(b)      Process Agent.  For the purposes of Section 13(c) of this Agreement:

         CMB appoints as its Process Agent: Not Applicable

         The Trust appoints as its Process Agent:  Not Applicable

(c)      Offices.  The provisions of Section 10(a) will apply to this Agreement.

(d)      Multibranch Party.  For purposes of Section 10(c) of this Agreement:

         (i)      CMB is not a Multibranch Party.

         (ii)     The Trust is not a Multibranch Party.

(e)      The Calculation Agent shall be CMB.

(f)      Credit Support Documents.

         "Credit Support Document" means a credit support annex, if any,
and any other document which by its terms secures, guarantees or otherwise
supports either or both parties' obligations under this Agreement.

(g)      Credit Support Provider.

         Credit Support Provider means, in relation to CMB, Not Applicable.
         Credit Support Provider means, in relation to the Trust, Not
         Applicable.

(h)      Governing Law. This Agreement shall be governed by, and construed
         and enforced in accordance with, the laws of the State of New York
         (without reference to its choice of law doctrine) except that the
         capacity, power or authority of the Trust to enter into this
         Agreement and any issue relating to the interpretation of the
         Trust's Trust Agreement will be governed and construed in
         accordance with the laws of the State of Delaware.

(i)      "Affiliate" will have the meaning specified in Section 14 of this
         Agreement, but as to the Trust, "Affiliate" will not include the
         Owner Trustee, the Indenture Trustee or Mitsubishi Motors Credit
         of America, Inc.


Part 5   Other Provisions.

(a)      Representations.

         (i)      Non-Reliance, Etc. Each party will be deemed to represent
                  to the other party on the date that it enters into a
                  Transaction that (absent a written agreement between the
                  parties that expressly imposes affirmative obligations to
                  the contrary for that Transaction):

                  (1)   Non-Reliance. It is acting for its own account, and
                        it has made its own independent decisions to enter
                        into that Transaction and as to whether that
                        Transaction is appropriate or proper for it based
                        upon its own judgment and upon advice from such
                        advisers as it has deemed necessary. It is not
                        relying on any communication (written or oral) of
                        the other party as investment advice or as a
                        recommendation to enter into that Transaction; it
                        being understood that information and explanations
                        related to the terms and conditions of a
                        Transaction shall not be considered to be
                        investment advice or a recommendation to enter into
                        that Transaction. No communication (written or
                        oral) received from the other party shall be deemed
                        to be an assurance or guarantee as to the expected
                        results of that Transaction.

                  (2)   Assessment and Understanding. It is capable of
                        assessing the merits of and understanding (on its
                        own behalf or through independent professional
                        advice), and understands and accepts the terms and
                        conditions and risks of that Transaction. It is
                        also capable of assuming, and assumes, the risks of
                        that Transaction.

                  (3)   Status of Parties. The other party is not acting as
                        a fiduciary for or adviser to it in respect of that
                        Transaction.

         (ii)     Commodity Exchange Act. Each party represents to the
                  other party on and as of the date hereof and on each date
                  on which a Transaction is entered into between them that:

                  (1)   each Transaction is intended to be exempt from, or
                        otherwise not subject to regulation under, the
                        Commodity Exchange Act; and

                  (2)   such party is an "eligible contract participant"
                        within the meaning of the United States Commodity
                        Exchange Act.

(b)      Consent to Recording.

         Each party consents to the recording of the telephone
         conversations of trading and marketing and/or other personnel of
         the parties and their Affiliates in connection with this
         Agreement.

(c)      Section 3(a)(iii) is hereby amended by inserting the words "or
         investment policies, guidelines, procedures or restrictions"
         immediately following the word "documents."

(d)      Tax Provisions.

         (i)      The definition of Tax Event, Section 5(b)(ii), is hereby
                  modified by adding the following provision at the end thereof:

                  "provided, however, that for purposes of clarification,
                  the parties acknowledge that the introduction or proposal
                  of legislation shall not, in and of itself, give rise to
                  a presumption that a Tax Event has occurred."

         (ii)     The Trust will not be required to pay additional amounts
                  in respect of an Indemnifiable Tax or be under any
                  obligation to pay to CMB any amount in respect of any
                  liability of CMB for or on account of any Tax.

(e)      No Set Off.

         Notwithstanding any setoff right contained in any other
         agreement between the Trust or any Affiliate or Credit Support
         Provider of the Trust, on the one hand, and CMB or any Affiliate
         or Credit Support Provider of the Trust, on the other, whether now
         in existence or hereafter entered into unless such agreement shall
         specifically refer to this paragraph (e), each party agrees that
         all payments required to be made by it under this Agreement shall
         be made without setoff or counterclaim for, and that it shall not
         withhold payment or delivery under this Agreement in respect of,
         any default by the other party or any Affiliate or Credit Support
         Provider of the other party under any such other agreement or any
         amount relating to any such other agreement. For purposes of this
         paragraph (e), "Affiliate" shall have the meaning specified in
         Section 14 of this Agreement.

(f)      Additional Acknowledgments and Agreements of the Parties.

         (i)      Financial Statements. Notwithstanding Section 5(a)(ii),
                  the failure of either party to deliver any financial
                  statement or monthly report referenced in Part 3 of this
                  Schedule shall not constitute an Event of Default under
                  Section 5(a)(ii).

         (ii)     Bankruptcy Code. Without limiting the applicability, if
                  any, of any other provision of the U.S. Bankruptcy Code
                  as amended (the "Bankruptcy Code") (including without
                  limitation Sections 362, 546, 556, and 560 thereof and
                  the applicable definitions in Section 101 thereof), the
                  parties acknowledge and agree that all Transactions
                  entered into hereunder will constitute "forward
                  contracts" or "swap agreements" as defined in Section 101
                  of the Bankruptcy Code or "commodity contracts" as
                  defined in Section 761 of the Bankruptcy Code, that the
                  rights of the parties under Section 6 of this Agreement
                  will constitute contractual rights to liquidate
                  Transactions, that any margin or collateral provided
                  under any margin, collateral, security, pledge, or
                  similar agreement related hereto will constitute a
                  "margin payment" as defined in Section 101 of the
                  Bankruptcy Code, and that the parties are entities
                  entitled to the rights under, and protections afforded
                  by, Sections 362, 546, 556, and 560 of the Bankruptcy
                  Code.

         (iii)    Regarding CMB. CMB represents that the description of CMB
                  as set forth on page [ ] of the Prospectus dated October
                  [ ], 2001 has been furnished and approved by CMB and is
                  true and correct as of the date hereof.

         (iv)     Non-Petition. CMB covenants and agrees that it will not,
                  prior to the date which is one year and one day following
                  the payment in full of all of the Notes and the
                  Certificate and the expiration of all applicable
                  preference periods under the United States Bankruptcy
                  Code or other applicable law relating to any such
                  payment, acquiesce, petition or otherwise invoke the
                  process of any governmental or judicial authority for the
                  purpose of commencing a case (whether voluntary or
                  involuntary), cause any other person to commence a case
                  or join any other person in commencing a case against the
                  Trust under any bankruptcy, insolvency or similar law or
                  appointing a receiver, liquidator, assignee, trustee,
                  custodian, sequestrator or other similar official of the
                  Trust or any substantial part of its property or ordering
                  the winding up or liquidation of the affairs of the
                  Trust. CMB agrees that it has recourse against the Trust
                  only to the extent of the assets of the Trust and the
                  proceeds thereof, and any claims against the Trust shall
                  be extinguished when the assets of the Trust are
                  exhausted.

         (v)      Transfer. Notwithstanding the provisions of Section 7,
                  CMB may assign its rights and delegate its obligations
                  under any Transaction, in whole or in part, to any
                  Affiliate of CMB (an "Assignee"), effective (the
                  "Effective Transfer Date") upon delivery to Counterparty
                  of an executed acceptance and assumption by the Assignee
                  of the transferred obligations of CMB under the
                  Transaction(s) (the "Transferred Obligations"); provided
                  that (x) no such transfer to an Assignee shall occur if
                  (i) Counterparty shall, as a result of such transfer, be
                  required to pay to CMB or the Assignee an amount in
                  respect of an Indemnifiable Tax under Section 2(d)(i)(4)
                  (except in respect of interest under Section 2(e),
                  6(d)(ii) or 6(e)) greater than the amount in respect of
                  which Counterparty would have been required to pay to CMB
                  in the absence of such transfer; (ii) CMB or the Assignee
                  shall, as a result of such transfer, be required to
                  withhold or deduct on account of a Tax under Section
                  2(d)(i) (except in respect of interest under Section
                  2(e), 6(d)(ii) or 6(e)) an amount in excess of that which
                  CMB would have been required to withhold or deduct in the
                  absence of such transfer, unless the Assignee would be
                  required to make additional payments pursuant to Section
                  2(d)(i)(4) corresponding to such excess; or (iii) an
                  Event of Default, Potential Event of Default or
                  Termination Event would occur hereunder as a result of
                  such transfer; (y) CMB shall pay any fees and expenses
                  incurred by or on the part of either party as a result of
                  such transfer; and (z) no such transfer to an Assignee
                  shall occur unless the Rating Agencies confirm that such
                  transfer will not cause the reduction, suspension or
                  withdrawal of their then current rating on any of the
                  Notes.

         On       the Effective Transfer Date, (a) CMB shall be released
                  from all obligations and liabilities arising under the
                  Transferred Obligations; and (b) the Transferred
                  Obligations shall cease to be Transaction(s) under this
                  Agreement and shall be deemed to be Transaction(s) under
                  the ISDA Master Agreement between Assignee and
                  Counterparty, provided that, if, on the Effective
                  Transfer Date, Assignee and Counterparty have not entered
                  into an ISDA Master Agreement, Assignee and Counterparty
                  shall be deemed to have entered into an ISDA Master
                  Agreement that is substantially identical to this
                  Agreement, including this Schedule. At least ten Business
                  Days prior to any such transfer CMB shall notify
                  Counterparty in writing of its intent to transfer its
                  rights and delegate its obligations hereunder in
                  accordance with the terms hereof, and shall state in
                  writing that such transfer shall conform to the
                  requirements of this Part 5(e)(iv), whereupon
                  Counterparty shall promptly notify each Rating Agency of
                  such transfer.

         (vi)     The Trust Pledge. Notwithstanding Section 7 of this
                  Agreement to the contrary, CMB acknowledges that the
                  Trust will pledge its rights under this Agreement to the
                  Indenture Trustee (as defined in the Indenture) for the
                  benefit of the Noteholders (as defined in the Indenture)
                  pursuant to the Indenture and agrees to such pledge. The
                  Indenture Trustee shall not be deemed to be a party to
                  this Agreement, provided, however, that the Indenture
                  Trustee, acting on behalf of the holders of the Notes,
                  shall have the right to enforce this Agreement against
                  CMB. CMB shall be entitled to rely on any notice or
                  communication from the Indenture Trustee to that effect.
                  CMB acknowledges that the Trust will pledge substantially
                  all its assets to the Indenture Trustee for the benefit
                  of the Noteholders and CMB and that all payments
                  hereunder, including payments on early termination, will
                  be made in accordance with the priority of payment
                  provisions of the Indenture and the Sale and Servicing
                  Agreement and on the Payment Dates specified therein.

         (vii)    Limited Recourse. The liability of the Trust in relation
                  to this Agreement and any Transaction hereunder is
                  limited in recourse to the assets of the Trust and
                  proceeds thereof applied in accordance with the Indenture
                  and the Sale and Servicing Agreement. With respect to any
                  amounts payable to CMB by the Trust under this Agreement,
                  such amounts shall be limited to the Total Available
                  Funds as provided in and subject to Section 2.8(a) of the
                  Indenture. Upon exhaustion of the assets of the Trust and
                  proceeds thereof in accordance with the Indenture and the
                  Sale and Servicing Agreement, CMB shall not be entitled
                  to take any further steps against the Trust to recover
                  any sums due but still unpaid hereunder or thereunder,
                  all claims in respect of which shall be extinguished. No
                  recourse may be taken for the payment of any amount owing
                  in respect of any obligation of, or claim against, the
                  Trust arising out of or based upon this Agreement or any
                  Transaction hereunder against any holder of a beneficial
                  interest, employee, officer or Affiliate thereof and no
                  recourse shall be taken for the payment of any amount
                  owing in respect of any obligation of, or claim against,
                  the Trust based upon or arising out of this Agreement
                  against the Administrator, the Seller, the Servicer, the
                  Indenture Trustee, the Owner Trustee or any stockholder,
                  holder of a beneficial interest, employee, officer,
                  director, incorporator or Affiliate thereof; provided,
                  however, that the foregoing shall not relieve any such
                  person or entity from any liability they might otherwise
                  have as a result of willful misconduct, bad faith or
                  negligence.

                  In furtherance of and not in derogation of the foregoing,
                  CMB acknowledges and agrees that it shall have no right,
                  title or interest hereunder in or to the Other Assets of
                  the Seller. To the extent that, notwithstanding the
                  agreements and provisions contained in the preceding
                  paragraph, CMB either (i) asserts hereunder an interest
                  or claim to, or benefit from, Other Assets, or (ii) is
                  deemed hereunder to have any such interest, claim to, or
                  benefit in or from Other Assets, whether by operation of
                  law, legal process, pursuant to applicable provisions of
                  insolvency laws or otherwise (including by virtue of
                  Section 1111(b) of the Bankruptcy Code or any successor
                  provision having similar effect under the Bankruptcy
                  Code), then CMB further acknowledges and agrees that any
                  such interest, claim or benefit in or from Other Assets
                  is and shall be expressly subordinated to the
                  indefeasible payment in full, which, under the terms of
                  the relevant documents relating to the securitization or
                  conveyance of such Other Assets, are entitled to be paid
                  from, entitled to the benefits of, or otherwise secured
                  by such Other Assets (whether or not any such entitlement
                  or security interest is legally perfected or otherwise
                  entitled to a priority of distributions or application
                  under applicable law, including insolvency laws, and
                  whether or not asserted against the Seller), including
                  the payment of post-petition interest on such other
                  obligations and liabilities. This subordination agreement
                  shall be deemed a subordination agreement within the
                  meaning of Section 510(a) of the Bankruptcy Code. The
                  Trust further acknowledges and agrees that no adequate
                  remedy at law exists for a breach of this Part 5(e)(vii)
                  and the terms of this Part 5(e)(vii) may be enforced by
                  an action for specific performance. The provisions of
                  this Part 5(e)(vii) shall be for the third party benefit
                  of those entitled to rely thereon and shall survive the
                  termination of this Agreement.

         (viii)   No Amendment without Prior Confirmation by Rating
                  Agencies. Section 9(b) of this Agreement is hereby
                  amended by adding the following at the end of such
                  Section: ", and unless the Rating Agencies confirm that
                  such amendment will not cause the reduction, suspension
                  or withdrawal of their then current rating on any of the
                  Notes, unless such amendment clarifies any term or
                  provision, corrects any inconsistency, cures any
                  ambiguity, or corrects any typographical error in the
                  Agreement."

         (ix)     Consent by CMB to Amendments to Certain Documents. Before
                  any amendment or supplement is made to the Receivables
                  Transfer and Servicing Agreements or to the Indenture
                  which would adversely affect any of CMB's rights or
                  obligations under this Agreement or modify the
                  obligations of, or impair the ability of the Trust to
                  fully perform any of the Trust's obligations under, this
                  Agreement, the Trust shall provide CMB with a copy of the
                  proposed amendment or supplement and shall obtain the
                  consent of CMB to such amendment or supplement prior to
                  its adoption, which consent shall not be unreasonably
                  withheld; provided that so long as a copy of the proposed
                  amendment or supplement has been delivered in accordance
                  with Section 12 of the Agreement to each of the parties
                  listed in Part 4(a) (Address for Notices) with respect to
                  CMB and makes clear that CMB has no longer than ten
                  Business Days to object to such amendment or supplement,
                  CMB's consent will be deemed to have been given if CMB
                  does not object in writing within ten Business Days of
                  receipt of a written request for such consent.

         (x)      Severability. If any term, provision, covenant, or
                  condition of this Agreement, or the application thereof
                  to any party or circumstance, shall be held to be invalid
                  or unenforceable (in whole or in part) for any reason,
                  the remaining terms, provisions, covenants, and
                  conditions hereof shall continue in full force and effect
                  as if this Agreement had been executed with the invalid
                  or unenforceable portion eliminated, so long as this
                  Agreement as so modified continues to express, without
                  material change, the original intentions of the parties
                  as to the subject matter of this Agreement and the
                  deletion of such portion of this Agreement will not
                  substantially impair the respective benefits or
                  expectations of the parties to this Agreement; provided,
                  however, that this severability provision shall not be
                  applicable if any provision of Section 1, 2, 5, 6 or 13
                  (or any definition or provision in Section 14 to the
                  extent it relates to, or is used in connection with, any
                  such Section) shall be so held to be invalid or
                  unenforceable.

(g)      Waiver of Right to Trial by Jury. Each of the parties hereby
         irrevocably waives any and all right to a trial by jury with
         respect to any legal proceeding arising out of or relating to this
         Agreement or any Transaction.

(h)      Limited Transactions. CMB and the Trust each agrees and
         acknowledges that the only Transactions that are or will be
         governed by this Agreement are the Transactions evidenced by the
         four Confirmations dated the date hereof.

(i)      Notices to Noteholders. The Trust shall provide CMB with copies of
         all notices required to be given to the holders of the Notes, and
         upon request, shall provide CMB with any other notices which could
         be requested by the holders of the Notes.

(j)      Further Representations of the Trust:

         (i)      Each of the Class A-2 Notes, Class A-3 Notes, Class A-4
                  Notes and Class B Notes are rated "Aaa" by Moody's, "AAA"
                  by S&P and "AAA" by Fitch as to the timely payment of
                  interest and principal and without regard to third party
                  credit enhancement.

         (ii)     All conditions precedent to the issuance of the Notes
                  under the Indenture have been satisfied.

         (iii)    Each of the documents to which it is a party has been
                  duly authorized, executed and delivered by it.

         (iv)     Assuming the due authorization, execution and delivery
                  thereof by the other parties thereto, each of the
                  Indenture and the other documents to which the Trust is a
                  party constitutes the legal, valid and binding
                  obligations of the Trust, enforceable against the Trust
                  in accordance with the terms thereof, subject to
                  applicable bankruptcy, insolvency and similar laws or
                  legal principles affecting creditors' rights generally,
                  and subject, as to enforceability, to general principles
                  of equity regardless of whether enforcement is sought in
                  a proceeding in equity or at law.

         (v)      The Indenture and the other documents to which the Trust
                  is a party are in full force and effect on the date
                  hereof and there have been no amendments or waivers or
                  modifications of any of the terms thereof since the
                  original execution and delivery of the Indenture and the
                  other documents to which the Trust is a party, except
                  such as may have been delivered to the Trust.

         (vi)     To the best of its knowledge no event of default or event
                  which would with the passage of time or the giving of
                  notice constitute an event of default has occurred and is
                  continuing under any of the documents to which the Trust
                  is a party.

(k)      Immunity of Persons Related to the Trust. No representation or
         agreement contained in this Agreement shall be deemed to be the
         covenant or agreement of any trustee, officer, attorney, agent or
         employee of the Trust, Mitsubishi Motors Credit of America, Inc.,
         any Affiliate thereof or any Credit Support Provider thereof in an
         individual capacity.

(l)      Limitation of Trustee's Liability. It is expressly understood and
         agreed by the parties hereto that (a) this Agreement is executed
         and delivered by Wilmington Trust Company, not individually nor as
         a party to this Agreement, but solely as Owner Trustee of the
         Trust, in the exercise of the powers and authority conferred and
         vested in it, (b) the representations, undertakings and agreements
         herein made on the part of the Trust are made and intended not as
         personal representations, undertakings and agreements by
         Wilmington Trust Company, but are made and intended for the
         purpose of binding only the Trust, (c) nothing herein contained
         shall be construed as creating any liability of Wilmington Trust
         Company, individually, to perform any covenant either expressed or
         implied contained herein, all such liability, if any, being
         expressly waived by the parties who are signatories to this
         Agreement and by any person claiming by, through or under such
         parties and (d) under no circumstances shall Wilmington Trust
         Company be personally liable for the payment of any indebtedness
         of the Trust or expenses of CMB or the Trust or be liable for the
         breach or failure of any obligation, representation, warranty or
         covenant, made or undertaken by the Trust under this Agreement.

(m)      Netting of Payments. Clause (ii) of Section 2(c) will not apply to
         any amounts payable with respect to Transactions from the date of
         this Agreement.

(n)      Additional Swap Agreements. The Trust agrees that it will not
         enter into additional swap agreements (other than any swap
         agreement in replacement of any Transaction hereunder) without (i)
         the express prior written consent of CMB, which consent shall not
         be unreasonably withheld and (ii) Rating Agency Confirmation.

(o)      Notices. Section 12(a) is amended by adding in the third line
         thereof after the phrase "messaging system" and before the ")" the
         words, "; provided, however, any such notice or other
         communication may be given by facsimile transmission if telex is
         unavailable, no telex number is supplied to the party providing
         notice, or if answer back confirmation is not received from the
         party to whom the telex is sent."

(p)      Additional Definitions.

                  "Administration Agreement" shall mean the administration
         agreement dated as of October 1, 2001, as amended, supplemented or
         otherwise modified and in effect, by and among the Trust,
         Mitsubishi Motors Credit of America, Inc., and Bank of
         Tokyo-Mitsubishi Trust Company.

                  "Administrator" shall have the meaning assigned thereto
         in the Administration Agreement.

                  "Business Day" shall mean any day other than a Saturday,
         a Sunday or a day on which banking institutions or trust companies
         in New York, New York, Wilmington, Delaware or Los Angeles,
         California are authorized or obligated by law, regulation or
         executive order to remain closed.

                  "Certificate" means the Certificate issued by the Trust
         pursuant to the Trust Agreement.

                  "Class A-2 Notes" means the Class A-2 Notes issued by the
         Trust pursuant to the Indenture.

                  "Class A-3 Notes" means the Class A-3 Notes issued by the
         Trust pursuant to the Indenture.

                  "Class A-4 Notes" means the Class A-4 Notes issued by the
         Trust pursuant to the Indenture.

                  "Class B Notes" means the Class B Notes issued by the
         Trust pursuant to the Indenture.

                  "Closing Date" shall mean October [12], 2001.

                  "Credit Rating" means, with respect to CMB, the issuer
         rating of CMB without regard to whether or not such rating is
         under review with positive or negative implications.

                  "Fitch" shall mean Fitch, Inc.

                  "Indenture" shall mean the indenture dated as of October
         1, 2001, as amended, supplemented or otherwise modified and in
         effect, between the Trust and Bank of Tokyo-Mitsubishi Trust
         Company, as Indenture Trustee.

                  "Indenture Trustee" shall mean Bank of Tokyo-Mitsubishi
         Trust Company, or any successor or replacement thereto pursuant to
         the Indenture.

                  "MMCA" shall mean Mitsubishi Motors Credit of America, Inc.

                  "Moody's" shall mean Moody's Investors Service, Inc.

                  "Notes" shall mean the Class A-1 Notes, the Class A-2
         Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B
         Notes issued by the Trust pursuant to the Indenture.

                  "Other Assets" shall mean any assets (or interests
         therein) (other than the receivables and related property conveyed
         to the Trust pursuant to the Sale and Servicing Agreement)
         conveyed or purported to be conveyed by the Seller to another
         Person or Persons other than CMB, whether by way of a sale,
         capital contribution or by virtue of the granting of a lien.

                  "Owner Trustee" means Wilmington Trust Company, a
         Delaware Banking Corporation, not in its individual capacity nor
         as a principal to this Agreement, but solely as Owner Trustee
         under the Trust Agreement, its successors in interest and any
         successor trustee under the Trust Agreement.

                  "Payment Date" shall mean the fifteenth (15th) day of
         each month or, if such day is not a Business Day, the immediately
         following Business Day, commencing October 15, 2001.

                  "Person" shall mean any individual, corporation, estate,
         partnership, joint venture, association, joint stock company,
         trust, unincorporated organization, or government or any agency or
         political subdivision thereof.

                  "Purchase Agreement" shall mean the purchase agreement
         dated as of October 1, 2001, as from time to time amended,
         supplemented or otherwise modified and in effect, between
         Mitsubishi Motors Credit of America, Inc. and MMCA Auto
         Receivables Trust.

                  "Rating Agencies" shall mean Moody's, S&P or Fitch, or
         any substitute rating agency that the Seller (as defined in the
         Indenture) requests to rate the Notes.

                  "Rating Agency Confirmation" means, with respect to any
         action, that each Rating Agency shall have been given prior
         written notice thereof and that each of the Rating Agencies shall
         have notified the Seller, the Servicer, the Indenture Trustee and
         the Owner Trustee that such action shall not result in a reduction
         or withdrawal of the then current rating assigned to any Class of
         Notes.

                   "Receivables Transfer and Servicing Agreements" shall
         mean collectively the Purchase Agreement, the Sale and Servicing
         Agreement, the Trust Agreement and the Administration Agreement.

                  "S&P" shall mean Standard & Poor's, a division of The
         McGraw-Hill Companies, Inc.

                  "Sale and Servicing Agreement" shall mean the sale and
         servicing agreement dated as of October 1, 2001, as amended,
         supplemented or otherwise modified and in effect, by and among the
         Trust, MMCA Auto Receivables Trust, as seller, and Mitsubishi
         Motors Credit of America, Inc., as servicer.

                  "Seller" shall mean MMCA Auto Receivables Trust.

                  "Servicer" means MMCA, in its capacity as Servicer under
         the Sale and Servicing Agreement and each successor thereto
         appointed and acting pursuant to the Sale and Servicing Agreement.

                   "Total Available Funds" has the meaning as set forth in
         the Sale and Servicing Agreement.

                  "Trust Agreement" shall mean the Amended and Restated
         Trust Agreement dated as of October 1, 2001, as amended,
         supplemented or otherwise modified and in effect, by and among
         MMCA Auto Receivables Trust, as depositor, and Wilmington Trust
         Company, as owner trustee.

                  "Trust Estate" shall mean all money, instruments, rights
         and other property that are subject or intended to be subject to
         the lien and security interest of the Indenture for the benefit of
         the Noteholders and the Swap Counterparties (including, without
         limitation, all property and interests granted to the Indenture
         Trustee), including all proceeds thereof.


         IN WITNESS WHEREOF, the parties have executed this Schedule to the
Master Agreement on the respective dates specified below with effect from
the date specified on the first page of this document.


THE CHASE MANHATTAN BANK                MMCA AUTO OWNER TRUST 2001-3

                                        By:  WILMINGTON TRUST COMPANY,
                                             not in its individual capacity nor
                                             as a principal to this Agreement,
                                             but solely as Owner Trustee



By: ______________________________      By: ___________________________________
    Name:                                   Name:
    Title:                                  Title:





                                                                    EXHIBIT A

                        [Form of SWAP Confirmation]


                                                [Date]


To:      [                          ]

From:    MMCA Auto Owner Trust 2001-3
         c/o Wilmington Trust Company,
           as Owner Trustee
         Rodney Square North
         1100 North Market Street
         Wilmington, Delaware 19890-0001
         Attention: Corporate Trust Administration
         Tel:  (302) 651-1834
         Fax:  (302) 651-1576

Re:      Confirmation Relating to [          ] Interest Rate Swap
         --------------------------------------------------------

Ladies and Gentlemen:

                   The purpose of this letter agreement is to confirm the
terms and conditions of the Swap Transaction entered into between [ ] ("[
]") and MMCA Auto Owner Trust 2001-3 (the "Trust") on the Trade Date listed
below (the "Transaction"). This letter constitutes a "Confirmation" as
referred to in the ISDA Master Agreement specified below.

                   The definitions and provisions contained in the 2000
ISDA Definitions, together with the Annex to the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. For these purposes,
all references in those Definitions to a "Transaction" shall be deemed to
apply to the Transaction referred to herein. In the event of any
inconsistency between the Definitions and this Confirmation, the terms of
this Confirmation shall govern.

                    This Confirmation supplements, forms part of and is
subject to the ISDA Master Agreement dated as of [ ], 2001, as amended and
supplemented from time to time (the "Agreement") between you and us. All
provisions contained in or incorporated by reference in the Agreement upon
its execution will govern this Confirmation except as expressly modified
below. In the event of any inconsistency between the provisions of that
agreement and this Confirmation, this Confirmation will prevail for the
purpose of this Transaction.

                  The terms of the particular Transaction to which this
Confirmation relates are as follows:

Trade Date:                        [                    ].

Effective Date:                    [                    ].

Notional Amount:                   [The Notional Amount initially shall
                                   equal $[     ] and for any subsequent
                                   Calculation Period shall be equal to the
                                   aggregate principal balance of the Class
                                   [A-   ] Notes on the first day of such
                                   Calculation Period. The Trust shall
                                   determine the Notional Amount for each
                                   Calculation Period and shall inform [     ]
                                   of such determination by the 15th day of
                                   the calendar month in which such
                                   Calculation Period begins; provided,
                                   however, unless otherwise agreed, if
                                   such notification is not received by the
                                   12th day of the calendar month in which
                                   such Calculation Period ends, the
                                   Notional Amount for any Calculation
                                   Period shall be the amount set forth on
                                   the attached Schedule 1.]

Termination Date:                  The date on which the aggregate
                                   outstanding principal balance of the
                                   Class [A- ] Notes has been reduced to
                                   zero, or [       ] 15, [   ], whichever is
                                   the earlier.


Fixed Amounts:

     Fixed Rate Payer:             The Trust.

     Fixed Rate Payer
     Payment Dates:                The 15th day of each calendar month
                                   commencing on [    ], subject to adjustment
                                   in accordance with the Following
                                   Business Day Convention.

     Period End Date:              The 15th day of each calendar month, with
                                   Adjustment.

     Fixed Rate:                   [     ]%.

     Fixed Rate
     Day Count Fraction:           30/360.

Floating Amounts:

     Floating Rate Payer:          [     ].

     Floating Rate Payer
     Payment Dates:                The 15th day of each calendar month
                                   commencing on [    ], subject to adjustment
                                   in accordance with the Following
                                   Business Day Convention.

     Period End Date:              The 15th day of each calendar month, with
                                   Adjustment.

     Floating Rate Option:         [USD-LIBOR-BBA. Notwithstanding Section
                                   7.1 of the Definitions, the Floating
                                   Rate shall be determined on the day that
                                   is two (2) New York and London Business
                                   Days prior to the Reset Date. The rate
                                   determined in accordance with the
                                   Floating Rate Option shall be rounded,
                                   if necessary, to the nearest 1/100,000
                                   of 1% (.0000001).]

     Designated Maturity:          [One month.]

     Spread:                       [     ]%.

     Floating Rate
     Day Count Fraction:           Actual/360.

     Reset Dates:                  The first day of each Floating Rate
                                   Payer Calculation Period.

Business Days:                     New York, New York, Wilmington, Delaware
                                   and Los Angeles, California.

Account Details

     Payments to [     ]:          [             ]

     Payments to the Trust:        [             ]

Misc.

     Calculation Agent:            [             ].



                   Please confirm that the foregoing correctly sets forth
the terms of our agreement by executing this Confirmation and returning it
to us.

Best Regards,


               MMCA AUTO OWNER TRUST 2001-3

               By:  WILMINGTON TRUST COMPANY,
                    not in its individual capacity nor as
                    a principal to this Agreement,
                    but solely as Owner Trustee



               By:  ______________________________
                    Name:
                    Title:


               [             ]




               By: ______________________________
                   Name:
                   Title:





Class A-2 Swap Confirmation


                                                           [          ], 2001


To:        THE CHASE MANHATTAN BANK
           270 Park Avenue
           New York, New York 10017
           Attention:  John Cho
           Tel:  (212) 834-5008
           Fax:  (212) 834-6562

From:      MMCA Auto Owner Trust 2001-3
           c/o Wilmington Trust Company,
             as Owner Trustee
           Rodney Square North
           1100 North Market Street
           Wilmington, Delaware 19890-0001
           Attention: Corporate Trust Administration
           Tel:  (302) 651-1834
           Fax:  (302) 651-1576

Re:        Confirmation Relating to MMCA 2001-3 Class A-2
           Notes Interest Rate Swap
           ----------------------------------------------
           CMB Reference:
           MMCA Reference:


Ladies and Gentlemen:

                   The purpose of this letter agreement is to confirm the
terms and conditions of the Swap Transaction entered into between The Chase
Manhattan Bank ("CMB") and MMCA Auto Owner Trust 2001-3 (the "Trust") on
the Trade Date listed below (the "Transaction"). This letter constitutes a
"Confirmation" as referred to in the ISDA Master Agreement specified below.

                   The definitions and provisions contained in the 2000
ISDA Definitions, together with the Annex to the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. For these purposes,
all references in those Definitions to a "Transaction" shall be deemed to
apply to the Transaction referred to herein. In the event of any
inconsistency between the Definitions and this Confirmation, the terms of
this Confirmation shall govern.

                    This Confirmation supplements, forms part of and is
subject to the ISDA Master Agreement dated as of [ ], 2001, as amended and
supplemented from time to time (the "Agreement") between you and us. All
provisions contained in or incorporated by reference in the Agreement upon
its execution will govern this Confirmation except as expressly modified
below. In the event of any inconsistency between the provisions of that
agreement and this Confirmation, this Confirmation will prevail for the
purpose of this Transaction.

                    The terms of the particular Transaction to which this
Confirmation relates are as follows:

Trade Date:                        [          ], 2001.

Effective Date:                    October [12], 2001.

Notional Amount:                   The Notional Amount initially shall equal
                                   $[ ] and for any subsequent Calculation
                                   Period shall be equal to the aggregate
                                   principal balance of the Class A-2 Notes
                                   on the first day of such Calculation
                                   Period. The Trust shall determine the
                                   Notional Amount for each Calculation
                                   Period and shall notify CMB of such
                                   determination by the 15th day of the
                                   calendar month in which such Calculation
                                   Period begins; provided, however, unless
                                   otherwise agreed, if such notification
                                   is not received by the 12th day of the
                                   calendar month in which such Calculation
                                   Period ends, the Notional Amount for any
                                   Calculation Period shall be the amount
                                   set forth on the attached Schedule 1.

Termination Date:                  The date on which the aggregate
                                   outstanding principal balance of the
                                   Class A-2 Notes has been reduced to
                                   zero, or the Fixed Rate Payer Payment
                                   Date occurring in [ ], [ ], whichever is
                                   the earlier.


Fixed Amounts:

     Fixed Rate Payer:             The Trust.

     Fixed Rate Payer
     Payment Dates:                The 15th day of each calendar month
                                   commencing on October 15, 2001, subject
                                   to adjustment in accordance with the
                                   Following Business Day Convention.

     Period End Date:              The 15th day of each calendar month,
                                   subject to adjustment in accordance with
                                   the Following Business Day Convention.

     Fixed Rate:                   [     ]%.

     Fixed Rate
     Day Count Fraction:           30/360.

Floating Amounts:

     Floating Rate Payer:          CMB.

     Floating Rate Payer
     Payment Dates:                The 15th day of each calendar month
                                   commencing on October 15, 2001, subject
                                   to adjustment in accordance with the
                                   Following Business Day Convention.

     Period End Date:              The 15th day of each calendar month,
                                   subject to adjustment in accordance with
                                   the Following Business Day Convention.

     Floating Rate Option:         USD-LIBOR-BBA. Notwithstanding Section
                                   7.1 of the Definitions, the Floating
                                   Rate shall be determined on the day that
                                   is two (2) New York and London Business
                                   Days prior to the Reset Date. The rate
                                   determined in accordance with the
                                   Floating Rate Option shall be rounded,
                                   if necessary, to the nearest 1/100,000
                                   of 1% (.0000001).

     Designated Maturity:          One month.

     Spread:                       [     ]%.

     Floating Rate
     Day Count Fraction:           Actual/360.

     Floating Rate for Initial
     Calculation Period:           [     ]% (excluding spread).

     Reset Dates:                  The first day of each Floating Rate
                                   Payer Calculation Period.

Business Days:                     New York, New York, Wilmington, Delaware
                                   and Los Angeles, California.

Account Details

     Payments to CMB:              [              ]
                                   ABA #: [          ]
                                   For: [           ]
                                   Account #: [          ]

     Payments to the Trust:        Bank of Tokyo-Mitsubishi Trust Company
                                   New York, NY
                                   ABA: 26009687
                                   Account #: [          ]

Misc.

     CMB Operations Contact:       [     ]

     Calculation Agent:            CMB.


                   Please confirm that the foregoing correctly sets forth
the terms of our agreement by executing this Confirmation and returning it
to us.

Best Regards,


               MMCA AUTO OWNER TRUST 2001-3

               By:  WILMINGTON TRUST COMPANY,
                    not in its individual capacity nor
                    as a principal to this Agreement,
                    but solely as Owner Trustee



               By:  _______________________________
                    Name:
                    Title:


               THE CHASE MANHATTAN BANK




               By:  _______________________________
                    Name:
                    Title:





                               SCHEDULE 1

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                      Start: End: A-2 Notional Balance
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Class A-3 Swap Confirmation


                                                      [          ], 2001


To:       THE CHASE MANHATTAN BANK
          270 Park Avenue
          New York, New York 10017
          Attention:  John Cho
          Tel:  (212) 834-5008
          Fax:  (212) 834-6562

From:     MMCA Auto Owner Trust 2001-3
          c/o Wilmington Trust Company,
            as Owner Trustee
          Rodney Square North
          1100 North Market Street
          Wilmington, Delaware 19890-0001
          Attention: Corporate Trust Administration
          Tel:  (302) 651-1834
          Fax:  (302) 651-1576

Re:       Confirmation Relating to MMCA 2001-3 Class
          A-3 Notes Interest Rate Swap
          ------------------------------------------
          CMB Reference:
          MMCA Reference:


Ladies and Gentlemen:

                   The purpose of this letter agreement is to confirm the
terms and conditions of the Swap Transaction entered into between The Chase
Manhattan Bank ("CMB") and MMCA Auto Owner Trust 2001-3 (the "Trust") on
the Trade Date listed below (the "Transaction"). This letter constitutes a
"Confirmation" as referred to in the ISDA Master Agreement specified below.

                   The definitions and provisions contained in the 2000
ISDA Definitions, together with the Annex to the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. For these purposes,
all references in those Definitions to a "Transaction" shall be deemed to
apply to the Transaction referred to herein. In the event of any
inconsistency between the Definitions and this Confirmation, the terms of
this Confirmation shall govern.

                    This Confirmation supplements, forms part of and is
subject to the ISDA Master Agreement dated as of [ ], 2001, as amended and
supplemented from time to time (the "Agreement") between you and us. All
provisions contained in or incorporated by reference in the Agreement upon
its execution will govern this Confirmation except as expressly modified
below. In the event of any inconsistency between the provisions of that
agreement and this Confirmation, this Confirmation will prevail for the
purpose of this Transaction.

                  The terms of the particular Transaction to which this
Confirmation relates are as follows:

Trade Date:                        [          ], 2001.

Effective Date:                    October [12], 2001.

Notional Amount:                   The Notional Amount initially shall
                                   equal $[ ] and for any subsequent
                                   Calculation Period shall be equal to the
                                   aggregate principal balance of the Class
                                   A-3 Notes on the first day of such
                                   Calculation Period. The Trust shall
                                   determine the Notional Amount for each
                                   Calculation Period and shall notify CMB
                                   of such determination by the 15th day of
                                   the calendar month in which such
                                   Calculation Period begins; provided,
                                   however, unless otherwise agreed, if
                                   such notification is not received by the
                                   12th day of the calendar month in which
                                   such Calculation Period ends, the
                                   Notional Amount for any Calculation
                                   Period shall be the amount set forth on
                                   the attached Schedule 1.

Termination Date:                  The date on which the aggregate
                                   outstanding principal balance of the
                                   Class A-3 Notes has been reduced to
                                   zero, or the Fixed Rate Payer Payment
                                   Date occurring in [   ], [  ], whichever is
                                   the earlier.

Fixed Amounts:

     Fixed Rate Payer:             The Trust.

     Fixed Rate Payer
     Payment Dates:                The 15th day of each calendar month
                                   commencing on October 15, 2001, subject
                                   to adjustment in accordance with the
                                   Following Business Day Convention.

     Period End Date:              The 15th day of each calendar month,
                                   subject to adjustment in accordance with
                                   the Following Business Day Convention.

     Fixed Rate:                   [     ]%.

     Fixed Rate
     Day Count Fraction:           30/360.

Floating Amounts:

     Floating Rate Payer:           CMB.

     Floating Rate Payer
     Payment Dates:                The 15th day of each calendar month
                                   commencing on October 15, 2001, subject
                                   to adjustment in accordance with the
                                   Following Business Day Convention.

     Period End Date:              The 15th day of each calendar month,
                                   subject to adjustment in accordance with
                                   the Following Business Day Convention.

     Floating Rate Option:         USD-LIBOR-BBA. Notwithstanding Section
                                   7.1 of the Definitions, the Floating
                                   Rate shall be determined on the day that
                                   is two (2) New York and London Business
                                   Days prior to the Reset Date. The rate
                                   determined in accordance with the
                                   Floating Rate Option shall be rounded,
                                   if necessary, to the nearest 1/100,000
                                   of 1% (.0000001).

     Designated Maturity:          One month.

     Spread:                       [     ]%.

     Floating Rate
     Day Count Fraction:           Actual/360.

     Floating Rate for Initial
     Calculation Period:           [     ]% (excluding spread).

     Reset Dates:                  The first day of each Floating Rate
                                   Payer Calculation Period.

Business Days:                     New York, New York, Wilmington, Delaware
                                   and Los Angeles, California.

Account Details

     Payments to CMB:              [                ]
                                   ABA #: [          ]
                                   For: [              ]
                                   Account #: [        ]

     Payments to the Trust:        Bank of Tokyo-Mitsubishi Trust Company
                                   New York, NY
                                   ABA #: 26009687
                                   Account #: [          ]

Misc.

     CMB Operations Contact:       [     ]

     Calculation Agent:            CMB.



                   Please confirm that the foregoing correctly sets forth
the terms of our agreement by executing this Confirmation and returning it
to us.

Best Regards,


               MMCA AUTO OWNER TRUST 2001-3

               By:    WILMINGTON TRUST COMPANY,
                      not in its individual capacity nor
                      as a principal to this Agreement,
                      but solely as Owner Trustee



               By:    _______________________________
                      Name:
                      Title:


               THE CHASE MANHATTAN BANK




               By:    _______________________________
                                                     -
                      Name:
                      Title:




                                 SCHEDULE 1


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                                                     Balance
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Class A-4 Swap Confirmation


                                                       [          ], 2001


To:            THE CHASE MANHATTAN BANK
               270 Park Avenue
               New York, New York 10017
               Attention:  John Cho
               Tel:  (212) 834-5008
               Fax:  (212) 834-6562

From:          MMCA Auto Owner Trust 2001-3
               c/o Wilmington Trust Company,
                 as Owner Trustee
               Rodney Square North
               1100 North Market Street
               Wilmington, Delaware 19890-0001
               Attention: Corporate Trust Administration
               Tel:  (302) 651-1834
               Fax:  (302) 651-1576

Re:            Confirmation Relating to MMCA 2001-3 Class A-4
               Notes Interest Rate Swap
               ----------------------------------------------
               CMB Reference:
               MMCA Reference:


Ladies and Gentlemen:

                   The purpose of this letter agreement is to confirm the
terms and conditions of the Swap Transaction entered into between The Chase
Manhattan Bank ("CMB") and MMCA Auto Owner Trust 2001-3 (the "Trust") on
the Trade Date listed below (the "Transaction"). This letter constitutes a
"Confirmation" as referred to in the ISDA Master Agreement specified below.

                   The definitions and provisions contained in the 2000
ISDA Definitions, together with the Annex to the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. For these purposes,
all references in those Definitions to a "Transaction" shall be deemed to
apply to the Transaction referred to herein. In the event of any
inconsistency between the Definitions and this Confirmation, the terms of
this Confirmation shall govern.

                    This Confirmation supplements, forms part of and is
subject to the ISDA Master Agreement dated as of [ ], 2001, as amended and
supplemented from time to time (the "Agreement") between you and us. All
provisions contained in or incorporated by reference in the Agreement upon
its execution will govern this Confirmation except as expressly modified
below. In the event of any inconsistency between the provisions of that
agreement and this Confirmation, this Confirmation will prevail for the
purpose of this Transaction.

                  The terms of the particular Transaction to which this
Confirmation relates are as follows:

Trade Date:                        [          ], 2001.

Effective Date:                    October [12], 2001.

Notional Amount:

                                   The Notional Amount initially shall
                                   equal $[ ] and for any subsequent
                                   Calculation Period shall be equal to the
                                   aggregate principal balance of the Class
                                   A-4 Notes on the first day of such
                                   Calculation Period. The Trust shall
                                   determine the Notional Amount for each
                                   Calculation Period and shall notify CMB
                                   of such determination by the 15th day of
                                   the calendar month in which such
                                   Calculation Period begins; provided,
                                   however, unless otherwise agreed, if
                                   such notification is not received by the
                                   12th day of the calendar month in which
                                   such Calculation Period ends, the
                                   Notional Amount for any Calculation
                                   Period shall be the amount set forth on
                                   the attached Schedule 1.

Termination                        Date: The date on which the aggregate
                                   outstanding principal balance of the
                                   Class A-4 Notes has been reduced to
                                   zero, or the Fixed Rate Payer Payment
                                   Date occurring in [ ], [ ], whichever is
                                   the earlier.

Fixed Amounts:

     Fixed Rate Payer:             The Trust.

     Fixed Rate Payer
     Payment Dates:                The 15th day of each calendar month
                                   commencing on October 15, 2001, subject
                                   to adjustment in accordance with the
                                   Following Business Day Convention.

     Period End Date:              The 15th day of each calendar month,
                                   subject to adjustment in accordance with
                                   the Following Business Day Convention.

     Fixed Rate:                   [     ]%.

     Fixed Rate
     Day Count Fraction:           30/360.

Floating Amounts:

     Floating Rate Payer:          CMB.

     Floating Rate Payer
     Payment Dates:                The 15th day of each calendar month
                                   commencing on October 15, 2001, subject
                                   to adjustment in accordance with the
                                   Following Business Day Convention.

     Period End Date:              The 15th day of each calendar month,
                                   subject to adjustment in accordance with
                                   the Following Business Day Convention.

     Floating Rate Option:         USD-LIBOR-BBA. Notwithstanding Section
                                   7.1 of the Definitions, the Floating
                                   Rate shall be determined on the day that
                                   is two (2) New York and London Business
                                   Days prior to the Reset Date. The rate
                                   determined in accordance with the
                                   Floating Rate Option shall be rounded,
                                   if necessary, to the nearest 1/100,000
                                   of 1% (.0000001).

     Designated Maturity:          One month.

     Spread:                       [     ]%.

     Floating Rate
     Day Count Fraction:           Actual/360.

     Floating Rate for Initial
     Calculation Period:           [     ]% (excluding spread).

     Reset Dates:                  The first day of each Floating Rate
                                   Payer Calculation Period.

Business Days:                     New York, New York, Wilmington, Delaware
                                   and Los Angeles, California.

Account Details

     Payments to CMB:              [             ]
                                   ABA #: [          ]
                                   For: [                 ]
                                   Account #: [          ]

     Payments to the Trust:        Bank of Tokyo-Mitsubishi Trust Company
                                   New York, NY
                                   ABA #: 26009687
                                   Account #: [        ]

Misc.

     CMB Operations Contact:       [     ]

     Calculation Agent:            CMB.



                   Please confirm that the foregoing correctly sets forth
the terms of our agreement by executing this Confirmation and returning it
to us.

Best Regards,


               MMCA AUTO OWNER TRUST 2001-3

               By:    WILMINGTON TRUST COMPANY,
                      not in its individual capacity nor
                      as a principal to this Agreement,
                      but solely as Owner Trustee



               By:    _______________________________
                      Name:
                      Title:


               THE CHASE MANHATTAN BANK




               By:    _______________________________
                                                     -
                      Name:
                      Title:




                                 SCHEDULE 1

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               Start:             End:        A-4 Notional Balance
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Class B Swap Confirmation


                                                        [          ], 2001


To:            THE CHASE MANHATTAN BANK
               270 Park Avenue
               New York, New York 10017
               Attention:  John Cho
               Tel:  (212) 834-5008
               Fax:  (212) 834-6562

From:          MMCA Auto Owner Trust 2001-3
               c/o Wilmington Trust Company,
                 as Owner Trustee
               Rodney Square North
               1100 North Market Street
               Wilmington, Delaware 19890-0001
               Attention: Corporate Trust Administration
               Tel:  (302) 651-1834
               Fax:  (302) 651-1576

Re:            Confirmation Relating to MMCA 2001-3 Class
               B Notes Interest Rate Swap
               ------------------------------------------
               CMB Reference:
               MMCA Reference:


Ladies and Gentlemen:

                   The purpose of this letter agreement is to confirm the
terms and conditions of the Swap Transaction entered into between The Chase
Manhattan Bank ("CMB") and MMCA Auto Owner Trust 2001-3 (the "Trust") on
the Trade Date listed below (the "Transaction"). This letter constitutes a
"Confirmation" as referred to in the ISDA Master Agreement specified below.

                   The definitions and provisions contained in the 2000
ISDA Definitions, together with the Annex to the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. For these purposes,
all references in those Definitions to a "Transaction" shall be deemed to
apply to the Transaction referred to herein. In the event of any
inconsistency between the Definitions and this Confirmation, the terms of
this Confirmation shall govern.

                    This Confirmation supplements, forms part of and is
subject to the ISDA Master Agreement dated as of [ ], 2001, as amended and
supplemented from time to time (the "Agreement") between you and us. All
provisions contained in or incorporated by reference in the Agreement upon
its execution will govern this Confirmation except as expressly modified
below. In the event of any inconsistency between the provisions of that
agreement and this Confirmation, this Confirmation will prevail for the
purpose of this Transaction.

                  The terms of the particular Transaction to which this
Confirmation relates are as follows:

Trade Date:                        [          ], 2001.

Effective Date:                    October [12], 2001.

Notional Amount:

                                   The Notional Amount initially shall
                                   equal $[ ] and for any subsequent
                                   Calculation Period shall be equal to the
                                   aggregate principal balance of the Class
                                   B Notes on the first day of such
                                   Calculation Period. The Trust shall
                                   determine the Notional Amount for each
                                   Calculation Period and shall notify CMB
                                   of such determination by the 15th day of
                                   the calendar month in which such
                                   Calculation Period begins; provided,
                                   however, unless otherwise agreed, if
                                   such notification is not received by the
                                   12th day of the calendar month in which
                                   such Calculation Period ends, the
                                   Notional Amount for any Calculation
                                   Period shall be the amount set forth on
                                   the attached Schedule 1.

Termination                        Date: The date on which the aggregate
                                   outstanding principal balance of the
                                   Class B Notes has been reduced to zero,
                                   or the Fixed Rate Payer Payment Date
                                   occurring in [ ], [ ], whichever is the
                                   earlier.

Fixed Amounts:

     Fixed Rate Payer:              The Trust.

     Fixed Rate Payer
     Payment Dates:                 The 15th day of each calendar month
                                    commencing on October 15, 2001, subject
                                    to adjustment in accordance with the
                                    Following Business Day Convention.

     Period End Date:               The 15th day of each calendar month,
                                    subject to adjustment in accordance with
                                    the Following Business Day Convention.

     Fixed Rate:                    [     ]%.

     Fixed Rate
     Day Count Fraction:            30/360.

Floating Amounts:

     Floating Rate Payer:           CMB.

     Floating Rate Payer
     Payment Dates:                 The 15th day of each calendar month
                                    commencing on October 15, 2001, subject
                                    to adjustment in accordance with the
                                    Following Business Day Convention.

     Period End Date:               The 15th day of each calendar month,
                                    subject to adjustment in accordance with
                                    the Following Business Day Convention.

     Floating Rate Option:          USD-LIBOR-BBA. Notwithstanding Section
                                    7.1 of the Definitions, the Floating
                                    Rate shall be determined on the day that
                                    is two (2) New York and London Business
                                    Days prior to the Reset Date. The rate
                                    determined in accordance with the
                                    Floating Rate Option shall be rounded,
                                    if necessary, to the nearest 1/100,000
                                    of 1% (.0000001).

     Designated Maturity:           One month.

     Spread:                        [     ]%.

     Floating Rate
     Day Count Fraction:            Actual/360.

     Floating Rate for Initial
     Calculation Period:            [     ]% (excluding spread).

     Reset Dates:                   The first day of each Floating Rate
                                    Payer Calculation Period.

Business Days:                      New York, New York, Wilmington, Delaware
                                    and Los Angeles, California.

Account Details

     Payments to CMB:               [               ]
                                    ABA #: [          ]
                                    For: [             ]
                                    Account #: [          ]

     Payments to the Trust:         Bank of Tokyo-Mitsubishi Trust Company
                                    New York, NY
                                    ABA #: 26009687
                                    Account #: [          ]

Misc.

     CMB Operations Contact:        [     ]

     Calculation Agent:             CMB.




                   Please confirm that the foregoing correctly sets forth
the terms of our agreement by executing this Confirmation and returning it
to us.

Best Regards,


               MMCA AUTO OWNER TRUST 2001-3

               By:    WILMINGTON TRUST COMPANY,
                      not in its individual capacity nor
                      as a principal to this Agreement,
                      but solely as Owner Trustee



               By:    _______________________________
                      Name:
                      Title:


               THE CHASE MANHATTAN BANK




               By:    _______________________________
                      Name:
                      Title:




                                 SCHEDULE 1

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           Start:        End:                B Notional Balance
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