EXECUTION COPY
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TOYOTA MOTOR CREDIT CORPORATION
TMTT, INC.,
as Titling Trustee of Toyota Lease Trust
and,
for Certain Limited Purposes only,
U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent
1997-A SUBI SUPPLEMENT
TO
AMENDED AND RESTATED
TRUST AND SERVICING AGREEMENT
Dated as of September 1, 1997
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TABLE OF CONTENTS
ARTICLE XV
DEFINITIONS
SECTION 15.01 Definitions.. . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE XVI
CREATION AND TERMINATION OF TRUST INTERESTS
SECTION 16.01 Initial Creation of 1997-A SUBI Sub-Trust and 1997-A SUBI.. 2
SECTION 16.02 Rights in Respect of 1997-A SUBI. . . . . . . . . . . . . . 4
SECTION 16.03 Issuance and Form of 1997-A SUBI Certificate. . . . . . . . 4
SECTION 16.04 Filings . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 16.05 Termination of 1997-A SUBI. . . . . . . . . . . . . . . . . 5
SECTION 16.06 Representations and Warranties of Titling Trustee . . . . . 6
SECTION 16.07 Resignation or Removal of Titling Trustee . . . . . . . . . 6
ARTICLE XVII
ACCOUNTS; CASH FLOWS; PERMITTED INVESTMENTS
SECTION 17.01 1997-A SUBI Collection Account. . . . . . . . . . . . . . . 6
SECTION 17.02 1997-A SUBI Lease Funding Account . . . . . . . . . . . . . 7
SECTION 17.03 Investment Gains and Losses . . . . . . . . . . . . . . . . 8
SECTION 17.04 Rebalancing After Third-Party Claim . . . . . . . . . . . . 8
ARTICLE XVIII
MISCELLANEOUS PROVISIONS
SECTION 18.01 Governing Law . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 18.02 Effect of 1997-A SUBI Supplement on Trust Agreement . . . . 9
SECTION 18.03 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 18.04 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 18.05 Severability of Provisions. . . . . . . . . . . . . . . . . 10
SECTION 18.06 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . 10
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EXHIBITS
ANNEX OF SUPPLEMENTAL DEFINITIONS. . . . . . . . . . . . . . . . . . . .Annex I
EXHIBIT A Form of Series 1997-A SUBI Certificate . . . . . . . . . . . . .A-1
SCHEDULE I Schedule of Series 1997-A Contracts and Series 1997-A
Leased Vehicles as of the 1997-A Cut-off Date . . . . . . . . .S-1
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1997-A SUBI SUPPLEMENT TO
AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT
1997-A SUBI SUPPLEMENT TO AMENDED AND RESTATED TRUST AND SERVICING
AGREEMENT, dated and effective as of September 1, 1997, among TOYOTA MOTOR
CREDIT CORPORATION, a California corporation (in its capacities as Grantor, UTI
Beneficiary and Servicer, respectively), TMTT, INC., as Titling Trustee, and for
the limited purposes of acknowledging the provisions of Section 17.01, 17.02 and
17.03 and having rights under Section 18.03, U.S. BANK NATIONAL ASSOCIATION
(formerly known as First Bank National Association), a national banking
association, as Trust Agent.
RECITALS
A. TMCC, the Titling Trustee and the Trust Agent have entered into the
Titling Trust Agreement, pursuant to which the Grantor and the Titling Trustee
formed the Titling Trust, for the purpose of taking assignments and conveyances
of, holding in trust and dealing in, various Titling Trust Assets in accordance
with the Titling Trust Agreement.
B. The Titling Trust Agreement contemplates that certain of the Titling
Trust Assets, other than those previously identified on the Titling Trust's
books and records as Other SUBI Assets and allocated to a separate SUBI
Sub-Trust, may be allocated to a SUBI Sub-Trust and thenceforth constitute SUBI
Assets within such SUBI Sub-Trust, and that the Titling Trustee shall create a
SUBI and issue to, or to the order of, the UTI Beneficiary one or more SUBI
Certificates evidencing the related SUBI, and the related SUBI Beneficiaries and
their permitted assignees generally will be entitled to the net cash flow
arising from, but only from, such SUBI Assets.
C. The parties hereto desire to supplement the terms of the Titling Trust
Agreement to cause the Titling Trustee to identify a SUBI Portfolio and allocate
the related Titling Trust Assets to the 1997-A SUBI Sub-Trust, to create the
1997-A SUBI and to create and issue to the UTI Beneficiary a SUBI Certificate
evidencing the entire beneficial interest in the 1997-A SUBI, and to set forth
the terms and conditions thereof.
D. The Titling Trustee, on behalf of the Titling Trust, and the Servicer
also will enter into the 1997-A Servicing Supplement pursuant to which, among
other things, the terms of the Titling Trust Agreement will be supplemented
insofar as they apply solely to the servicing of the SUBI Sub-Trust created
hereby to provide for further specific servicing obligations that will benefit
solely the SUBI Beneficiaries with respect to the 1997-A SUBI created hereby.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and in the Titling Trust Agreement, the parties hereto agree to
the following supplemental obligations and provisions with regard to the 1997-A
SUBI Sub-Trust:
ARTICLE XIV
[RESERVED]
ARTICLE XV
DEFINITIONS
SECTION 15.01 DEFINITIONS. For all purposes of this 1997-A SUBI
Supplement, except as otherwise expressly provided or unless the context
otherwise requires, capitalized terms used and not otherwise defined herein
shall have the meanings ascribed thereto in the Annex of Definitions or the
Annex of Supplemental Definitions attached hereto for all purposes of this
1997-A SUBI Supplement. In the event of any conflict between a definition set
forth herein and that set forth in the Annex of Definitions or Annex of
Supplemental Definitions, that set forth herein shall prevail. All terms used
in this 1997-A SUBI Supplement include, as appropriate, all genders and the
plural as well as the singular. All references such as "herein", "hereof" and
the like shall refer to this 1997-A SUBI Supplement as a whole and not to any
particular article or section within this 1997-A SUBI Supplement. All
references such as "includes" and variations thereon shall mean "includes
without limitation" and references to "or" shall mean "and/or". Any reference
herein to the "Titling Trustee, acting on behalf of the Titling Trust", or words
of similar import, shall be deemed to mean the Titling Trustee, acting on behalf
of Toyota Lease Trust and all beneficiaries thereof.
ARTICLE XVI
CREATION AND TERMINATION OF TRUST INTERESTS
SECTION 16.01 INITIAL CREATION OF 1997-A SUBI SUB-TRUST AND 1997-A SUBI.
(a) Pursuant to Section 3.01(c) of the Titling Trust Agreement, Titling
Trust Assets not already denominated as SUBI Assets with respect to a different
SUBI Sub-Trust may be identified and allocated as SUBI Assets of a separate SUBI
Sub-Trust at the direction of the UTI Beneficiary. The UTI Beneficiary hereby
directs the Titling Trustee to identify and allocate or cause to be identified
and allocated on the books and records of the Titling Trust a separate portfolio
of SUBI Assets (the "1997-A SUBI Assets") consisting of (i) the Contracts and
related Leased Vehicles listed on Schedule I hereto and other related Titling
Trust Assets to be accounted for and held in trust independently from all other
Titling Trust Assets within the Titling Trust, including all Titling Trust
Assets already identified and allocated to any other SUBI Sub-Trust and from
those remaining as assets of the UTI Sub-Trust and (ii) the Subsequent
Contracts, Subsequent Leased Vehicles and related Titling Trust Assets to be
allocated to the 1997-A SUBI Sub-Trust pursuant to Section 3.02(a) of the 1997-A
Servicing Supplement.
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The assets of the 1997-A SUBI Sub-Trust established hereby shall consist
of: (i) those Contracts identified by contract number on Schedule I hereto that
are Eligible Contracts as of the 1997-A Cut-off Date, including the related
rights of the Titling Trust as lessor under such Contracts, having an Aggregate
Net Investment Value of $1,231,231,519.02 as of the 1997-A Cut-off Date and
those Contracts allocated to the 1997-A SUBI Sub-Trust pursuant to Section
3.02(a) of the 1997-A Servicing Supplement; (ii) the related Leased Vehicles and
all proceeds thereof, including each Certificate of Title and the Residual Value
of each Leased Vehicle, whether realized through the exercise by Obligors of
purchase options under the Contracts, the proceeds of sale of the Leased
Vehicles to Dealers or third parties or through payments received from any other
Person (directly or indirectly) under any related Insurance Policy (to the
extent not applied to making repairs to the related Leased Vehicle or otherwise
paid to the Obligor, a third Person or Governmental Authority by the Servicer as
required by law or pursuant to its normal servicing practices) or as a subsidy
or other funding of any modification of the related Residual Value; (iii) all of
the Titling Trust's right, title, interest and obligations (except such
obligations that are specifically retained by the Titling Trust pursuant to the
terms of the Titling Trust Agreement) with respect to such Contracts or Leased
Vehicles, including the right to enforce all Dealer repurchase obligations
arising under Dealer Agreements and to proceeds arising therefrom; (iv) any
Insurance Policy and rights thereunder or proceeds therefrom relating to such
Contracts, Leased Vehicles or payments of the related Obligors with respect
thereto (to the extent not applied to making repairs to the related Leased
Vehicle or otherwise paid to the Obligor, a third Person or Governmental
Authority by the Servicer as required by law or pursuant to its normal servicing
practices); (v) any portion of any Security Deposit actually and properly
applied by the Servicer against amounts due under the related Contract, to the
extent not applied to making repairs to the related Leased Vehicle or paid to
the Obligor, a third Person or Governmental Authority in accordance with the
Servicer's normal servicing practices; (vi) the 1997-A SUBI Collection Account,
including all cash and Permitted Investments therein and all income from the
investment of funds therein and (vii) all proceeds of any of the foregoing.
Based upon their identification and allocation by the Servicer pursuant to
the 1997-A Servicing Supplement, the Titling Trustee hereby identifies and
allocates as 1997-A SUBI Assets the portfolio of Contracts and Leased Vehicles
more particularly described on Schedule I hereto, and the related Titling Trust
Assets described above, each such 1997-A SUBI Asset to be identified on the
books and accounts of the Trust as belonging to the 1997-A SUBI Portfolio.
(b) Pursuant to Section 3.01(c) of the Titling Trust Agreement, the
Titling Trustee hereby creates the 1997-A SUBI Sub-Trust and the 1997-A SUBI.
The 1997-A SUBI shall represent a specific undivided beneficial interest solely
in the 1997-A SUBI Sub-Trust and the 1997-A SUBI Assets.
(c) As required by Section 3.01(d) of the Titling Trust Agreement, the UTI
Beneficiary hereby certifies to the Titling Trustee that as of the date of
execution and delivery hereof: that (i) either there is no pledgee of the UTI or
each such pledgee of a UTI Pledge has received prior notice of the creation of
the 1997-A SUBI Sub-Trust and of the terms and provisions of this 1997-A SUBI
Supplement and of the related Securitized Financing and (ii) as of the date
hereof, and after giving
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effect to the creation of the 1997-A SUBI Sub-Trust, the transfer to the UTI
Beneficiary of the 1997-A SUBI Certificate in connection therewith and the
application by the UTI Beneficiary of any net proceeds from any Securitized
Financing involving such SUBI and such SUBI Certificate, there is and will be no
default with respect to any Securitized Financing or other agreement or
obligation secured by a UTI Pledge.
(d) The parties hereto intend that, at any time during which all 1997-A
SUBI Certificates are held or beneficially owned by a single Person, the 1997-A
SUBI Sub-Trust shall not constitute a separate entity for federal income tax
purposes or for state income or franchise tax purposes. However, at any time
that the 1997-A SUBI Certificates are held or beneficially owned by two or more
Persons, the parties hereto intend that the 1997-A Sub-Trust be characterized as
a separate entity for federal and state income tax purposes that shall qualify
as a partnership for such purposes. The SUBI Sub-trust shall not elect to be
treated as an association under Section 301.7701-3(a) of the regulations of the
United States Department of the Treasury for federal income tax purposes.
(e) The Beneficiary of the 1997-A SUBI Certificate shall at all times
maintain a minimum net worth (excluding the value of the 1997-A SUBI Certificate
held thereby and the value of any assets of the 1997-A Securitization Trust
established pursuant to the 1997-A Trust Agreement) equal to at least $100,000;
provided that such minimum net worth requirement shall not apply to the 1997-A
Securitization Trust or the 1997-A Securitization Trustee.
SECTION 16.02 RIGHTS IN RESPECT OF 1997-A SUBI.
Each holder of a 1997-A SUBI Certificate (including the 1997-A
Securitization Trustee, on behalf of the Holders of the securities issued by the
1997-A Securitization Trust) is a third-party beneficiary of the Titling Trust
Agreement and this 1997-A SUBI Supplement, insofar as they apply to the 1997-A
SUBI and the holder of the 1997-A SUBI Certificate. Therefore, to that extent,
references in the Titling Trust Agreement to the ability of any "holder of a
SUBI Certificate", "assignee of a SUBI Certificate" or the like to take any
action shall also be deemed to refer to the 1997-A Securitization Trustee acting
at its own instigation or upon the instruction of Investor Certificateholders
pursuant to the terms of Section 6.15 of the 1997-A Securitization Trust
Agreement.
SECTION 16.03 ISSUANCE AND FORM OF 1997-A SUBI CERTIFICATE.
(a) The 1997-A SUBI shall be represented by a single 1997-A SUBI
Certificate, which shall represent 100% of the beneficial interests in the
1997-A SUBI and the 1997-A SUBI Sub-Trust, as further set forth herein. The
1997-A SUBI Certificate shall be substantially in the form of Exhibit A attached
hereto, but may have such letters, numbers or other marks of identification and
such legends and endorsements placed thereon as may, consistently herewith and
with the Titling Trust Agreement, be directed by the Beneficiary.
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The 1997-A SUBI Certificate may be printed, lithographed, typewritten,
mimeographed, photocopied or otherwise produced in any other manner as may,
consistently herewith and with the Titling Trust Agreement, be determined by the
UTI Beneficiary.
(b) As required by Section 3.01(g) of the Titling Trust Agreement, the
1997-A SUBI Certificate may not be transferred or assigned unless the assignee
or pledgee (x) gives a non-petition covenant substantially similar to that set
forth in Section 6.14 of the Titling Trust Agreement, and (y) executes an
agreement between or among itself and each UTI Beneficiary and each SUBI
Beneficiary of each SUBI relating to another Sub-Trust, to release all claims to
the Titling Trust Assets allocated to the UTI Sub-Trust or to such other SUBI
Sub-Trust and, in the event that such release is not given effect, to fully
subordinate all claims it may be deemed to have against the Titling Trust Assets
allocated thereto (which agreement may be included in the 1997-A SUBI
Certificate itself). In addition, the 1997-A SUBI Certificate or any beneficial
interest therein may not be transferred by any Beneficiary thereof without the
prior written consent of each registered holder of a 1997-A SUBI Certificate.
SECTION 16.04 FILINGS.
The Grantor, the UTI Beneficiary (if different from the Grantor) and the
Titling Trustee, as directed by the Grantor or the UTI Beneficiary, will
undertake all other and future actions and activities as may be deemed
reasonably necessary by the Grantor or the UTI Beneficiary to perfect (or
evidence) and confirm the allocation of the 1997-A SUBI Assets to the 1997-A
SUBI Portfolio as provided herein, including filing or causing to be filed UCC
financing statements and executing and delivering all related filings, documents
or writings as may be deemed reasonably necessary by the Servicer hereunder or
under any other agreements or instruments relating to such Securitized
Financing. The Grantor hereby irrevocably makes and appoints each of the
Titling Trustee and the Servicer (in the case of the Servicer, only for so long
as such Servicer is acting in such capacity), and any of their respective
officers, employees or agents, as the true and lawful attorney-in-fact of the
Grantor (which appointment is coupled with an interest and is irrevocable) with
power to sign on behalf of the Grantor any financing statements, continuation
statements, security agreements, mortgages, assignments, affidavits, letters of
authority, notices or similar documents necessary or appropriate to be executed
or filed pursuant to this Section 16.04.
SECTION 16.05 TERMINATION OF 1997-A SUBI.
In connection with any purchase by the Grantor or the Servicer of the
1997-A Certificateholders' interest in the corpus of the 1997-A Securitization
Trust pursuant to Section 7.02 of the 1997-A Securitization Trust Agreement, and
the succession thereof to all of the interest in the 1997-A SUBI, should all of
the interest in the 1997-A SUBI thereafter be transferred to the UTI
Beneficiary, whether by sale or otherwise, then, upon the direction of the UTI
Beneficiary, the 1997-A SUBI shall be terminated, the 1997-A SUBI Certificates
shall be returned to the Titling Trustee and canceled thereby, and the Titling
Trustee, at the direction of the Servicer, shall reallocate
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all 1997-A Contracts, 1997-A Leased Vehicles and related 1997-A SUBI Assets to
the UTI Sub-Trust.
SECTION 16.06 REPRESENTATIONS AND WARRANTIES OF TITLING TRUSTEE.
The Titling Trustee hereby makes the same representations and warranties
set forth in Section 6.12 of the Titling Trust Agreement as of the date hereof,
on which the Grantor and UTI Beneficiary have relied in executing this 1997-A
SUBI Supplement and on which each of their permitted assignees and pledgees, and
each pledgee or holder of a 1997-A SUBI Certificate (and each Beneficiary of the
1997-A SUBI Certificate) may rely.
SECTION 16.07 RESIGNATION OR REMOVAL OF TITLING TRUSTEE.
No resignation or removal of the Titling Trustee pursuant to any provision
of the Titling Trust Agreement shall be effective unless and until each Rating
Agency has confirmed, in writing, that such resignation or removal would not
cause it to reduce, modify or withdraw its then current rating of any class of
securities issued by the 1997-A Securitization Trust.
ARTICLE XVII
ACCOUNTS; CASH FLOWS; PERMITTED INVESTMENTS
SECTION 17.01 1997-A SUBI COLLECTION ACCOUNT.
(a) The Titling Trustee shall establish and maintain with respect to the
1997-A SUBI the 1997-A SUBI Collection Account in the name of the 1997-A
Securitization Trustee, for the benefit of the Beneficiaries of the 1997-A SUBI
Certificate, which account shall constitute a SUBI Collection Account. The
1997-A SUBI Collection Account initially shall be established with U.S. Bank, as
Trust Agent, and at all times shall be an Eligible Account. In the event that
the Trust Agent no longer meets the requirements stated in the definition of
Eligible Account, then the Servicer shall, with the Titling Trustee's assistance
as necessary, cause the 1997-A SUBI Collection Account to be moved to a bank or
trust company that satisfies those requirements. The 1997-A SUBI Collection
Account shall relate solely to the 1997-A SUBI and the 1997-A SUBI Sub-Trust,
and funds therein shall not be commingled with any other moneys, except as
otherwise provided for or contemplated in the Titling Trust Agreement as
supplemented by this 1997-A SUBI Supplement or in the 1997-A Servicing
Supplement. All amounts held in the 1997-A SUBI Collection Account shall be
invested in Permitted Investments until distributed or otherwise applied in
accordance with the Titling Trust Agreement or this 1997-A SUBI Supplement.
(b) The Servicer shall deposit all amounts collected or received in
respect of the 1997-A Contracts and 1997-A Leased Vehicles into the 1997-A SUBI
Collection Account (in each case exclusive of amounts reinvested or to be
reinvested in Subsequent Contracts) on or before the Deposit Date relating to
each Collection Period except as otherwise specified herein or in the 1997-A
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Servicing Supplement (in connection with any failure to satisfy the Monthly
Remittance Conditions). Amounts so deposited will be applied by the 1997-A
Securitization Trustee or by the Servicer as specified in the 1997-A
Securitization Trust Agreement and the 1997-A Servicing Supplement.
Notwithstanding the foregoing, because (as the parties hereto acknowledge)
(i) TLI as initial SUBI Beneficiary has all rights in, under and to the net
proceeds of the Residual Value Insurance Policy insofar as such Insurance Policy
relates to the 1997-A Contracts and 1997-A Leased Vehicles, and (ii) TLI, as
Transferor, has, concurrently with the execution and delivery hereof, executed
and delivered an instrument transferring the 1997-A SUBI Certificate to the
1997-A Securitization Trustee on behalf of the 1997-A Securitization Trust
exclusive of the net proceeds of such Residual Value Insurance Policy, on each
Monthly Allocation Date, as directed by the Servicer, the Titling Trustee shall
release all proceeds of the Residual Value Insurance Policy payable with respect
to the 1997-A Contracts or the 1997-A Leased Vehicles to TLI or to the designee
of TLI.
(c) Principal Collections and Interest Collections that are to be
reinvested in Subsequent Contracts and Subsequent Leased Vehicles to be included
in the 1997-A SUBI Sub-Trust during the Revolving Period that are not deposited
into the 1997-A SUBI Collection Account on a Monthly Allocation Date, will be so
reinvested by the Servicer on a Transfer Date during the calendar month in which
such Monthly Allocation Date occurs as specified in Section 3.02(a) of the
1997-A Servicing Supplement.
(d) Notwithstanding the foregoing paragraphs (b) and (c), from and after
the date, if any, on which the Monthly Remittance Conditions cease to be
satisfied, the Servicer will deposit all Principal Collections and Interest
Collections into the 1997-A SUBI Collection Account within two Business Days of
its receipt thereof as set forth in Section 4.02 of the 1997-A Servicing
Supplement, and such amounts will thereafter be applied as described in Section
3.02 of the 1997-A Servicing Supplement (and Section 17.02 hereof insofar as
they are to be reinvested in Subsequent Contracts and Subsequent Leased
Vehicles).
SECTION 17.02 1997-A SUBI LEASE FUNDING ACCOUNT.
Notwithstanding the provisions of Section 7.03 of the Titling Trust
Agreement, the Titling Trustee shall be required to establish and maintain with
respect to the 1997-A SUBI the 1997-A SUBI Lease Funding Account in the name of
the Titling Trustee, for the benefit of the Beneficiaries of the 1997-A SUBI
Certificate (which account shall constitute a SUBI Lease Funding Account) only
in the event that the Monthly Remittance Conditions are no longer satisfied.
Any such 1997-A SUBI Lease Funding Account initially shall be established with
U.S. Bank, as Trust Agent, and at all times shall be an Eligible Account. In
the event that the Trust Agent no longer meets the requirements stated in the
definition of Eligible Account, then the Servicer shall, with the Titling
Trustee's assistance as necessary, cause the 1997-A SUBI Lease Funding
Account to be moved to a bank or trust company that satisfies those
requirements. The 1997-A SUBI Lease Funding Account shall relate solely to
the 1997-A SUBI and the 1997-A SUBI Portfolio, and funds therein shall not be
commingled with any other moneys, except as otherwise provided for or
contemplated in the Titling
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Trust Agreement as supplemented by this 1997-A SUBI Supplement or in the
1997-A Servicing Supplement. All amounts held in the 1997-A SUBI Lease
Funding Account shall be invested in Permitted Investments until distributed
or otherwise applied in accordance with the Titling Trust Agreement, this
1997-A SUBI Supplement or the 1997-A Servicing Supplement. All transfers of
funds into and out of the 1997-A SUBI Lease Funding Account shall be made in
accordance with Section 7.03 of the Titling Trust Agreement and Sections 3.02
and 4.02 of the 1997-A Servicing Supplement in connection with purchases of
Subsequent Contracts and Subsequent Leased Vehicles. Prior to the date, if
any, on which the Monthly Remittance Conditions cease to be satisfied, the
Servicer will instead be allowed to commingle the amounts to be reinvested in
additional Subsequent Contracts and Subsequent Leased Vehicles with its own
funds and to reinvest such amounts (by transfer of such amounts to the Lease
Funding Account or directly to the UTI Beneficiary, as appropriate) without
deposit into the 1997-A SUBI Collection Account or 1997-A SUBI Lease Funding
Account.
SECTION 17.03 INVESTMENT GAINS AND LOSSES.
All or a portion of the funds deposited into the 1997-A SUBI Accounts shall
be separately invested by the Titling Trustee or the 1997-A Securitization
Trustee, as applicable, from time to time at the direction of the Servicer, in
any Permitted Investments. All income, gain or loss from investment of monies
in the 1997-A SUBI Certificateholders' Account shall be for the account of the
Certificateholders; provided that each such investment shall be made in the name
of the 1997-A Securitization Trustee on behalf of the 1997-A Securitization
Trust, its nominee or its Financial Intermediary. All income, gain or loss from
investment of monies in the 1997-A SUBI Collection Account or 1997-A SUBI Lease
Funding Account shall be for the account of the Servicer; provided, that, each
such investment shall be made in the name of the Titling Trustee, its nominee or
its Financial Intermediary. All income, gain or loss from investment of monies
in the Lease Funding Account shall be for the account of the UTI Beneficiary;
provided, that, each such investment shall be made in the name of the Titling
Trustee, its nominee or its Financial Intermediary. If at any time the Servicer
shall not have given the 1997-A Securitization Trustee a timely investment
directive with respect to any 1997-A SUBI Account or shall not have given the
Titling Trustee a timely investment directive with respect to the Lease Funding
Account, the 1997-A Securitization Trustee or the Titling Trustee, as
appropriate, shall invest and reinvest any monies in such account(s) in a mutual
fund offered by the Trust Agent or another affiliate of the Titling Trustee
meeting the requirements of clause (i) of the definition of Permitted
Investments.
SECTION 17.04 REBALANCING AFTER THIRD-PARTY CLAIM.
To the extent that a third-party Claim against Titling Trust Assets is
satisfied out of Titling Trust Assets in proportions other than as provided in
Section 3.04 of the Titling Trust Agreement, then, notwithstanding anything to
the contrary contained herein, the Titling Trustee, at the direction of the
Servicer, shall promptly identify and reallocate (or cause the Servicer to
identify and reallocate) the remaining Titling Trust Assets among the UTI
Sub-Trust and each of the SUBI Sub-Trusts, including the 1997-A SUBI Sub-Trust,
such that each shall bear the expense of such Claim
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as nearly as possible as if the burden thereof had been allocated as provided in
Section 3.04 of the Titling Trust Agreement.
ARTICLE XVII
MISCELLANEOUS PROVISIONS
SECTION 18.01 GOVERNING LAW.
This 1997-A SUBI Supplement shall be created under and governed by and
construed under the internal laws of the State of Delaware, without regard to
any otherwise applicable principles of conflicts of laws, and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance
with such laws.
SECTION 18.02 EFFECT OF 1997-A SUBI SUPPLEMENT ON TITLING TRUST
AGREEMENT.
(a) Except as otherwise specifically provided herein: (i) the parties
shall continue to be bound by all provisions of the Titling Trust Agreement; and
(ii) the provisions set forth herein shall operate either as additions to or
modifications of the extant obligations of the parties under the Titling Trust
Agreement, as the context may require. In the event of any conflict between the
provisions of this 1997-A SUBI Supplement and the Titling Trust Agreement with
respect to the 1997-A SUBI, the provisions of this 1997-A SUBI Supplement shall
prevail.
(b) For purposes of determining the parties' obligations under this 1997-A
SUBI Supplement with respect to the 1997-A SUBI, general references in the
Titling Trust Agreement to: (i) a SUBI Account shall be deemed to refer more
specifically to the 1997-A SUBI Account; (ii) a SUBI Asset shall be deemed to
refer more specifically to a 1997-A SUBI Asset; (ii) an appropriate or
applicable SUBI Collection Account shall be deemed to refer more specifically to
the 1997-A SUBI Collection Account; (iv) an appropriate or applicable SUBI Lease
Funding Account shall be deemed to refer more specifically to a 1997-A SUBI
Lease Funding Account; (v) a SUBI Sub-Trust or SUBI Portfolio shall be deemed to
refer more specifically to the 1997-A SUBI Sub-Trust or 1997-A SUBI Portfolio,
as the case may be; (vi) a SUBI Supplement shall be deemed to refer more
specifically to this 1997-A SUBI Supplement; and (vii) a SUBI Servicing
Supplement shall be deemed to refer more specifically to the 1997-A Servicing
Supplement.
SECTION 18.03 AMENDMENT.
(a) Notwithstanding Section 9.01 of the Titling Trust Agreement, the
Titling Trust Agreement, as supplemented by this Supplement, to the extent that
it applies solely to the 1997-A SUBI and the 1997-A SUBI Portfolio, may be
amended from time to time by a writing signed by the Titling Trustee, the UTI
Beneficiary, each 1997-A SUBI Beneficiary and, to the extent that any such
amendment affects any obligation or interest of the Trust Agent, the Trust
Agent, in each case only
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with the prior written consent of the 1997-A Securitization Trustee and upon
prior written notice to each Rating Agency that includes the substance of the
proposed amendment.
SECTION 18.04 NOTICES.
The notice provisions of the Titling Trust Agreement shall apply equally to
this Supplement; provided, that, any notice to the 1997-A Securitization Trustee
shall be addressed as follows:
U.S. Bank National Association
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Toyota Auto Lease Trust 1997-A
A copy of each notice or other writing required to be delivered to the
Titling Trustee pursuant to the Titling Trust Agreement or this 1997-A SUBI
Supplement also shall be delivered to the 1997-A Securitization Trustee with
respect to the 1997-A Securitization Trust.
SECTION 18.05 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms of
this 1997-A SUBI Supplement shall be for any reason whatsoever held invalid,
then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this 1997-A
SUBI Supplement and shall in no way affect the validity or enforceability of the
other provisions of this 1997-A SUBI Supplement or of any 1997-A SUBI
Certificates or the rights of the holders thereof. To the extent permitted by
law, the parties hereto waive any provision of law that renders any provision of
this 1997-A SUBI Supplement invalid or unenforceable in any respect.
SECTION 18.06 COUNTERPARTS.
This 1997-A SUBI Supplement may be executed in any number of counterparts,
each of which so executed and delivered shall be deemed to be an original, but
all of which counterparts shall together constitute but one and the same
instrument.
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IN WITNESS WHEREOF, TMCC, the Titling Trustee and, solely for the limited
purposes set forth herein, U.S. Bank National Association, as Trust Agent, have
caused this 1997-A SUBI Supplement to be duly executed by their respective
officers as of the day and year first above written.
TOYOTA MOTOR CREDIT CORPORATION,
Grantor, Servicer and UTI Beneficiary
By: /s/ Xxxxxx Xxxxx
----------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Vice President and
General Manager
TMTT, INC., as Titling Trustee
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
STATE OF CALIFORNIA )
) ss.:
COUNTY OF LOS ANGELES )
On the _________ day of September 1997, before me, a notary public in and
for of the State of California, personally appeared Xxxxxx Xxxxx, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in the capacity or capacities indicated in the within
instrument, and that by his signature on the instrument the person, or the
entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
------------------------------------
Notary Public
[Notary Seal]
STATE OF__________________ )
) ss.:
COUNTY OF_________________ )
On the _________ day of September 1997, before me, a notary public in and
for of the State of ______________________________, personally appeared Xxxxxx
X. Xxxxxxx, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in the capacity or capacities
indicated in the within instrument, and that by his signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
--------------------------------
Notary Public
[Notary Seal]
STATE OF__________________ )
) ss.:
COUNTY OF_________________ )
On the _________ day of September 1997, before me, a notary public in and
for of the State of __________________________________, personally appeared
Xxxxxx X. Xxxxxxx, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument and acknowledged to me that she executed the same in the capacity or
capacities indicated in the within instrument, and that by her signature on the
instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
--------------------------------
Notary Public
[Notary Seal]
SCHEDULE I
SCHEDULE OF 1997-A CONTRACTS AND
1997-A LEASED VEHICLES AS OF AUGUST 1, 1997
`
[Omitted. On file with the Servicer, the Titling Trustee and the 1997-A
Securitization Trustee.]
S-1
EXHIBIT A
FORM OF 1997-A SUBI CERTIFICATE
TOYOTA LEASE TRUST
1997-A SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE
evidencing a fractional undivided interest in the 1997-A SUBI
Sub-Trust (as defined below).
(This Certificate does not represent any obligation of, or an interest
in, Toyota Motor Credit Corporation, Toyota Motor Sales, U.S.A., Inc.,
TMTT, Inc., Toyota Leasing, Inc. ("TLI") or any of their respective
affiliates.)
Number ___
THIS CERTIFIES THAT _________________________ is the registered owner of a
nonassessable, fully-paid, fractional undivided interest in the 1997-A SUBI (the
"1997-A SUBI") comprised of interests in the assets of the 1997-A SUBI Sub-Trust
(the "1997-A Sub-Trust") of the Toyota Lease Trust, a Delaware business trust
(the "Titling Trust") formed by Toyota Motor Credit Corporation, as Grantor and
UTI Beneficiary (in such capacities, the "Grantor" and the "UTI Beneficiary"
respectively), and TMTT, Inc., a Delaware corporation, as trustee (the "Titling
Trustee") pursuant to a Trust and Servicing Agreement, as the same was amended
and restated pursuant to an Amended and Restated Trust and Servicing Agreement
(the "Titling Trust Agreement"), each dated and effective as of October 1, 1996,
among the Grantor, the Titling Trustee, and, for certain limited purposes set
forth therein, U.S. Bank National Association (formerly known as First Bank
National Association), a national banking association, as trust agent (the
"Trust Agent"). A summary of certain of the provisions of the Titling Trust
Agreement is set forth below. Capitalized terms used and not otherwise defined
herein have the meanings ascribed thereto in the Titling Trust Agreement and
1997-A SUBI Supplement.
This Certificate is the only duly authorized 1997-A SUBI Certificate issued
under the Titling Trust Agreement, as supplemented by the 1997-A SUBI Supplement
(the "1997-A SUBI Supplement") dated as of September 1, 1997, among the UTI
Beneficiary, the Titling Trustee and, for certain limited purposes only set
forth therein, the Trust Agent (the "1997-A SUBI Certificate"). This 1997-A
SUBI Certificate is subject to the terms, provisions and conditions of the
Titling Trust Agreement and the 1997-A SUBI Supplement, to which agreements each
1997-A SUBI Beneficiary by virtue of the acceptance hereof or of any interest
herein hereby assents and by which such SUBI Beneficiary is bound.
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Also issued or to be issued under the Titling Trust Agreement are various
other series of certificates evidencing undivided interests in other Sub-Trusts
of the Titling Trust. A single UTI Certificate has been issued to the UTI
Beneficiary, no Other SUBI Certificate had been issued as of the date this
1997-A SUBI Certificate was issued, but SUBI Certificates representing 100% of
the undivided interests in each other SUBI to be formed will be issued at the
time each related SUBI Sub-Trust is formed.
The property of the Titling Trust includes, or will include, among other
things: (i) any capital contributed by the Grantor; (ii) the Contracts and all
proceeds thereof; (iii) the Leased Vehicles and all proceeds thereof, including
each Certificate of Title and the Residual Value of each Leased Vehicle, whether
realized through the exercise by Obligors of purchase options under the
Contracts, the proceeds of sale of the Leased Vehicles to Dealers or third
parties or through payments received from any other Person (directly or
indirectly) under any related Insurance Policy (to the extent not applied to
making repairs to the related Leased Vehicle or otherwise paid to the Obligor, a
third Person or Governmental Authority by the Servicer as required by law or
pursuant to its normal servicing practices) or as a subsidy or other funding of
any modification of the related Residual Value; (iv) all of the Titling Trust's
rights with respect to any Contract or Leased Vehicle, including the right to
enforce and to proceeds arising from all Dealer repurchase obligations arising
under Dealer Agreements; (v) all of TMCC's rights with respect to any Contract
or Leased Vehicle, including the right to enforce and to proceeds arising from
all Dealer repurchase obligations arising under Dealer Agreements; (vi) any
Insurance Policy and rights thereunder or proceeds therefrom relating to any of
the Contracts, Leased Vehicles or payments of the related Obligors with respect
thereto (to the extent not applied to making repairs to the related Leased
Vehicle or otherwise paid to the Obligor, a third Person or Governmental
Authority by the Servicer as required by law or pursuant to its normal
servicing practices); (vii) any portion of any Security Deposit actually and
properly applied by the Servicer against amounts due under the related Contract,
to the extent not applied to making repairs to the related Leased Vehicle or
paid to the Obligor, a third Person or Governmental Authority in accordance with
the Servicer's normal servicing practices; and (viii) all proceeds of any of the
foregoing (such assets, the "Titling Trust Assets"). The Titling Trust
Agreement provides that, from time to time, the Titling Trust Assets will be
identified and allocated on the records of the Titling Trust into one or more
separate Sub-Trusts comprised of identified Titling Trust Assets (such
Sub-Trusts the "UTI Sub-Trust" or a "SUBI Sub-Trust", as the case may be, and
the related assets, "UTI Assets" or "SUBI Assets", as the case may be).
Pursuant to the 1997-A SUBI Supplement, the 1997-A SUBI Assets were
identified and allocated on the records of the Titling Trust as a separate SUBI
Sub-Trust (the "1997-A SUBI Sub-Trust"), and the beneficial interest in the
1997-A SUBI Sub-Trust was designated as a separate SUBI known as the "1997-A
SUBI". The rights of the Beneficiaries of the 1997-A SUBI Certificate to
certain of the proceeds of the 1997-A SUBI Assets are and will be further set
forth in the Titling Trust Agreement and the 1997-A SUBI Supplement.
The 1997-A SUBI Certificates are limited in right of payment to certain
collections and recoveries respecting the Contracts (and the related Obligors)
and the Leased Vehicles allocated to
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the 1997-A SUBI Sub-Trust, all to the extent and as more specifically set forth
in the Titling Trust Agreement and the 1997-A SUBI Supplement. Copies of the
Titling Trust Agreement and the 1997-A SUBI Supplement may be examined during
normal business hours at the principal office of the Titling Trustee, and at
such other places, if any, designated by the Titling Trustee, by each 1997-A
SUBI Beneficiary upon request.
By accepting this 1997-A SUBI Certificate or any interest herein, the
related SUBI Beneficiary waives any claim to any proceeds or assets of the
Titling Trustee and to all of the Titling Trust Assets other than those from
time to time included within the 1997-A SUBI Sub-Trust and those proceeds or
assets derived from or earned by the 1997-A SUBI Assets. In addition, by
accepting this 1997-A SUBI Certificate or any interest herein, the related SUBI
Beneficiary hereby expressly subordinates any claim or interest in or to any
proceeds or assets of the Titling Trustee and to all of the Titling Trust Assets
other than those from time to time included within the 1997-A SUBI Sub-Trust
that may be determined to exist in favor of such SUBI Beneficiary
notwithstanding the foregoing disclaimer to the rights and interests of each
SUBI Beneficiary with respect to another SUBI.
The Titling Trust Agreement and 1997-A SUBI Supplement permits, with
certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the parties thereto with respect to the 1997-A
SUBI Assets, the 1997-A SUBI Sub-Trust and the 1997-A SUBI and the rights of
Beneficiaries of the 1997-A SUBI Certificate at any time by a writing signed by
the Titling Trustee, the UTI Beneficiary, each 1997-A SUBI Beneficiary and, to
the extent that any such amendment affects any obligation or interest of the
Trust Agent, the Trust Agent, in each case only with the prior written consent
of the 1997-A Securitization Trustee and upon receipt of written notice from
each Rating Agency that the proposed amendment will not cause such Rating Agency
to reduce or withdraw any then current rating on any class of securities issued
by the 1997-A Securitization Trust that was initially issued at the request of
the UTI Beneficiary. If approval of any 1997-A SUBI Beneficiary is required,
any such consent shall be conclusive and binding on such Beneficiary and on all
future Beneficiaries hereof whether or not notation of such consent is made upon
this 1997-A SUBI Certificate.
As provided in the Titling Trust Agreement and the 1997-A SUBI Supplement,
this 1997-A SUBI Certificate and the underlying interests represented hereby may
not be transferred or assigned, except in accordance with the provisions
thereof.
Prior to due presentation of this 1997-A SUBI Certificate for registration
of a permitted transfer, the Titling Trustee, the certificate registrar and any
of their respective agents may treat the person or entity in whose name this
1997-A SUBI Certificate is registered as the owner hereof for the purpose of
receiving distributions and for all other purposes, and, except as provided for
in the Titling Trust Agreement, neither the Titling Trustee, the certificate
registrar nor any such agent shall be affected by any notice to the contrary.
A-3
Unless this 1997-A SUBI Certificate shall have been executed by an
authorized officer of the Titling Trustee, by manual signature, this 1997-A SUBI
Certificate shall not entitle the holder hereof to any benefit under the Titling
Trust Agreement or the 1997-A SUBI Supplement or be valid for any purpose.
A-4
IN WITNESS WHEREOF, the Titling Trustee on behalf of the Titling Trust and
not in its individual capacity has caused this 1997-A SUBI Certificate to be
duly executed.
Dated: TOYOTA LEASE TRUST
By: TMTT, INC., as Titling Trustee
By:
-------------------------------
Authorized Officer
ATTEST:
----------------------------
A-5
ANNEX OF SUPPLEMENTAL DEFINITIONS
Unless otherwise specified in the agreement to which this Annex of
Supplemental Definitions is attached or which refers to this Annex of
Supplemental Definitions, the following terms have the indicated meanings.
Terms defined herein but not directly or indirectly used or referenced in such
agreement shall not be deemed to have any meaning or significance with respect
to such agreement.
"1997-A CONTRACTS" means the Contracts allocated to the 1997-A SUBI and
1997-A SUBI Sub-Trust pursuant to the 1997-A SUBI Supplement, including those
allocated during the Revolving Period.
"1997-A LEASED VEHICLES" means the Leased Vehicles allocated to the 1997-A
SUBI and 1997-A SUBI Sub-Trust pursuant to the 1997-A SUBI Supplement, including
those allocated during the Revolving Period.
"1997-A PROSPECTUS" means that Prospectus dated September 11, 1997,
relating to the public offering of the Investor Certificates issued by the
1997-A Securitization Trust.
"1997-A SECURITIZATION TRUST" means the trust created by the 1997-A
Securitization Trust Agreement, the estate of which consists or will consist of
(i) the 1997-A SUBI, the 1997-A SUBI Certificate, and all monies due and to
become due thereunder on and after the Cutoff Date, excluding any proceeds of
the Residual Value Insurance Policy whether or not relating to any assets of the
1997-A SUBI Portfolio; (ii) such monies as are from time to time deposited in
each of the 1997-A SUBI Accounts; (iii) all rights accruing to the holder of the
1997-A SUBI as a third-party beneficiary of the Titling Trust Agreement, the
1997-A SUBI Supplement, the 1997-A Servicing Supplement and the Reserve Fund;
and (iv) all proceeds of the foregoing.
"1997-A SECURITIZATION TRUST AGREEMENT" means that certain Securitization
Trust Agreement, dated as of September 1, 1997, between the Transferor and
1997-A Securitization Trustee, pursuant to which the 1997-A SUBI Certificate
will be transferred to the 1997-A Securitization Trustee, in that capacity, in
connection with the Securitized Financing of the 1997-A SUBI by the Transferor.
"1997-A SECURITIZATION TRUSTEE" means U.S. Bank National Association in its
capacity, as trustee under the 1997-A Securitization Trust Agreement and any
successor trustee appointed thereunder.
"1997-A SERVICING SUPPLEMENT" means the Servicing Supplement to the Titling
Trust Agreement dated as of September 1, 1997 and relating to the servicing of
the 1997-A SUBI.
"1997-A SUBI" means the SUBI created pursuant to the 1997-A SUBI
Supplement.
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"1997-A SUBI ACCOUNT" means each or any of the 1997-A SUBI Collection
Account, the 1997-A SUBI Certificateholders' Account and the 1997-A SUBI Lease
Funding Account.
"1997-A SUBI ASSETS" means the 1997-A Contracts, 1997-A Leased Vehicles and
related Titling Trust Assets allocated to the 1997-A SUBI and 1997-A SUBI
Sub-Trust pursuant to the 1997-A SUBI Supplement, including those allocated
during the Revolving Period.
"1997-A SUBI CERTIFICATE" means the SUBI Certificate issued by the Titling
Trust pursuant to the 1997-A SUBI Supplement evidencing the 1997-A SUBI.
"1997-A SUBI CERTIFICATE PURCHASE AND SALE AGREEMENT" means the 1997-A SUBI
Certificate Purchase and Sale Agreement, dated as of September 1, 1997, pursuant
to which TMCC will sell to the Transferor, without recourse, all of its right,
title and interest in and to the 1997-A SUBI and the 1997-A SUBI Certificate and
the proceeds thereof.
"1997-A SUBI CERTIFICATEHOLDERS' ACCOUNT" means the account established by
the 1997-A Securitization Trustee for the benefit of the Certificateholders
pursuant to Section 3.02 of the 1997-A Securitization Trust Agreement.
"1997-A SUBI CERTIFICATEHOLDERS' ACCOUNT INTEREST DEPOSIT" with respect to
any Monthly Allocation Date means the amount to be deposited into the 1997-A
SUBI Certificateholders' Account in respect of Interest Collections for the
related Collection Period, which will be an amount thereof equal to the product
of Aggregate Net Investment Value as of the first day of such Collection Period
and one twelfth of the weighted average of the Certificate Rates for each
outstanding Class of Certificates (weighted on the basis of their outstanding
Class Certificate Balances as of the first day of such Collection Period).
"1997-A SUBI COLLECTION ACCOUNT" means the SUBI Collection Account
established pursuant to the 1997-A SUBI Supplement and designated as the "1997-A
SUBI Collection Account".
"1997-A SUBI" has the meaning set forth in Section 2.02 of the 1997-A
Securitization Trust Agreement.
"1997-A SUBI LEASE FUNDING ACCOUNT" means the SUBI Lease Funding Account,
if any, established pursuant to Section 17.02 of the SUBI Supplement.
"1997-A SUBI PORTFOLIO" means the SUBI Portfolio that includes the 1997-A
Contracts and 1997-A Leased Vehicles allocated to the 1997-A SUBI and 1997-A
SUBI Sub-Trust pursuant to the 1997-A SUBI Supplement.
"1997-A SUBI SUB-TRUST" means the SUBI Sub-Trust created pursuant to the
1997-A SUBI Supplement including as its assets the 1997-A SUBI Portfolio and the
related Titling Trust Assets.
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"1997-A SUBI SUPPLEMENT" means the SUBI Supplement to the Titling Trust
Agreement dated as of September 1, 1997 pursuant to which the Titling Trustee,
at the direction of the UTI Beneficiary, creates the 1997-A SUBI Sub-Trust and
the 1997-A SUBI and issues the 1997-A SUBI Certificate.
"ADDITIONAL LOSS AMOUNT" means, with respect to any Collection Period, an
amount equal to the sum of (a) all amounts of losses incurred in respect of any
uninsured liability to third parties (i.e., litigation risk) on the part of the
Titling Trust that is ultimately borne by the SUBI Assets during such Collection
Period, whether such liability is incurred (i) with respect to the 1997-A SUBI
Assets and is therefore allocated to the 1997-A SUBI Assets pursuant to the
1997-A SUBI Supplement, (ii) with respect to the Titling Trust Assets generally
and a pro rata portion of such liability is allocated to the 1997-A SUBI Assets
pursuant to the Titling Trust Agreement or (iii) with respect to UTI Assets or
Other SUBI Assets if such UTI Assets or Other SUBI Assets are insufficient to
pay such liability and a portion thereof is therefore allocated to the 1997-A
SUBI Assets pursuant to the Titling Trust Agreement and (b) all monies reserved
within the 1997-A SUBI Collection Account against future losses in respect of
such liabilities by the Servicer on behalf of the 1997-A Securitization Trustee
as of the last day of such Collection Period.
"ADDITIONAL LOSS CONTRACT" means, with respect to any SUBI Portfolio, a
Contract included in such SUBI Portfolio that has been sold or otherwise
disposed of to pay an Additional Loss Amount with respect to the related SUBI.
"ADJUSTED CERTIFICATE BALANCE" means, with respect to any date for any
Class of Certificates, the Initial Class Certificate Balance thereof reduced by
the sum of all amounts deposited into the 1997-A SUBI Certificateholders'
Account in respect of principal on such Class plus the amount of all
unreimbursed Loss Amounts and Certificate Principal Loss Amounts allocated
thereto (and in the case of the Class B Certificates, minus the aggregate amount
of unreimbursed Class B Available Principal applied to cover interest shortfalls
and reimburse Loss Amounts and Certificate Principal Loss Amounts allocated to
the Class A Certificates).
"AGGREGATE NET INVESTMENT VALUE" means, as of any day, the sum of (i) the
aggregate of the Discounted Principal Balances of all 1997-A Contracts at such
date, each such Discounted Principal Balance being derived from the Schedule of
Contracts and Leased Vehicles as in effect on such date; PROVIDED that as of the
last day of any Collection Period, there shall be eliminated from the Schedule
of Contracts and Leased Vehicles for the purpose of this definition (including
the determination at any subsequent time of the Aggregate Net Investment Value
as of the last day of any Collection Period) each 1997-A Contract that became a
Charged-off, Liquidated, Matured or Additional Loss Contract before the end of
such Collection Period, (ii) the aggregate of the Booked Residual Values of
those 1997-A Leased Vehicles that have been added to Matured Leased Vehicle
Inventory within the three immediately preceding Collection Periods as the
related 1997-A Contracts have reached their Maturity Dates and have been
terminated, but which have not been sold or otherwise disposed of as of the last
day of the most recent Collection Period for no more than three full Collection
Periods, each such Booked Residual Value being derived from the Schedule of
Contracts and Leased
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Vehicles as in effect on such date plus certain related charges, and (iii) prior
to the last Transfer Date, the aggregate amount of Principal Collections that
have not been reinvested in additional 1997-A Contracts and 1997-A Leased
Vehicles pursuant to Section 3.02 of the 1997-A Servicing Supplement. As of the
Cutoff Date, the Aggregate Net Investment Value was $1,231,231,519.20.
"AGGREGATE NET LOSSES" means, with respect to a Collection Period, an
amount equal to the aggregate Discounted Principal Balances of all 1997-A
Contracts that became Charged-off Contracts during such Collection Period minus
the sum of (x) all Net Repossessed Vehicle Proceeds and other Net Liquidation
Proceeds collected during such Collection Period with respect to Charged-off
Contracts and (y) the portion of amounts subsequently received in respect of
Contracts liquidated in prior Collection Periods.
"AMORTIZATION DATE" means October 1, 1998.
"AMORTIZATION PERIOD" means the period beginning with the day immediately
succeeding the last day of the Revolving Period and ending on the day the Class
Certificate Balance of each Class of Investor Certificates has been reduced to
zero and all unpaid Class A-1 Certificate Principal Loss Amounts, Class A-2
Certificate Principal Loss Amounts, the Class A-3 Certificate Principal Loss
Amounts, Class B Certificate Principal Loss Amounts and Class B Available
Principal amounts previously applied to cover shortfalls and losses allocated to
the Class A Certificates have been paid in full, in each case with accrued
interest thereon, or the 1997-A Securitization Trust otherwise terminates.
"APPLICANTS" shall have the meaning specified in Section 4.06 of the 1997-A
Securitization Trust Agreement.
"AVAILABLE INTEREST" means, with respect to any Monthly Allocation Date, an
amount equal to the sum of (i) the Investor Percentage of Interest Collections
for the related Collection Period less any portion of such Interest Collections
used to reimburse Advances and any Nonrecoverable Advances plus (ii) investment
income (net of investment losses) on Permitted Investments of amounts in the
1997-A SUBI Certificateholders' Account from the prior Monthly Allocation Date
to but not including the current Monthly Allocation Date.
"BOOK-ENTRY CERTIFICATES" means a beneficial interest in the Class A
Certificates, ownership and transfers of which shall be made through book
entries by a Clearing Agency.
"CAPPED CONTINGENT AND EXCESS LIABILITY PREMIUMS" means, with respect to
any Monthly Allocation Date, an amount sufficient to pay or reserve for payment
of one-twelfth of the portion of the annual premium payable on the Contingent
and Excess Liability Insurance Policies allocable to the 1997-A SUBI, up to but
not exceeding $300,000 in any calendar year.
"CAPPED SECURITIZATION TRUST ADMINISTRATIVE EXPENSES" means, with respect
to any Monthly Allocation Date, the 1997-A Securitization Trustee's compensation
and other Administrative
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Expenses with respect to the 1997-A Securitization Trust payable or reimbursable
thereto on such Monthly Allocation Date under the 1997-A Securitization Trust
Agreement, including those due under Section 6.05 of the 1997-A Securitization
Trust Agreement; provided that the amount so payable and/or reimbursable on such
Monthly Allocation Date, taken together with all such compensation and
Administrative Expenses paid or reimbursed since the beginning of the calendar
year in which such Monthly Allocation Date occurs, will not exceed $75,000 (or
$125,000 in any year in which an Early Amortization Event occurs with respect to
which the 1997-A Securitization Trustee sells or otherwise disposes of the
property of the 1997-A Securitization Trust pursuant to Section 8.02 of the
1997-A Securitization Trust Agreement).
"CAPPED TITLING TRUST ADMINISTRATIVE EXPENSES" means, with respect to any
Monthly Allocation Date, the Titling Trustee's compensation and other
Administrative Expenses with respect to the Titling Trust allocable to the
1997-A SUBI and payable or reimbursable thereto on such Monthly Allocation Date
under the 1997-A Securitization Trust Agreement, including those due under
Section 6.13 of the Titling Trust Agreement; provided that the amount so payable
and/or reimbursable on such Monthly Allocation Date, taken together with all
such compensation and Administrative Expenses paid or reimbursed since the
beginning of the calendar year in which such Monthly Allocation Date occurs,
will not exceed $100,000.00 in any calendar year.
"CERTIFICATE BALANCE" initially means the Initial Certificate Balance and,
as of any date, means the sum of the Class A Certificate Balance and the Class B
Certificate Balance as of the close of business on such date, after giving
effect to any changes therein on such date.
"CERTIFICATE DISTRIBUTION AMOUNT" means, with respect to any Monthly
Allocation Date and any Class of Certificates, the aggregate of the amounts
being allocated or distributed to the Holders thereof on such date.
"CERTIFICATE FACTOR" means, with respect to any Monthly Allocation Date, a
seven-digit decimal figure equal to the Certificate Balance as of the close of
business on such Monthly Allocation Date divided by the Initial Certificate
Balance.
"CERTIFICATE OWNER" means, with respect to a Book-Entry Certificate, the
Person who is the owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (directly or as an indirect participant in accordance
with the rules of such Clearing Agency) and shall mean, with respect to a
Definitive Certificate, the related Certificateholder.
"CERTIFICATE PAYMENT DATE" means, with respect to any Class of
Certificates, (i) each Monthly Allocation Date in March or September (on which
dates the related Certificateholders are entitled to distributions in respect of
interest accrued on such Certificates), (ii) the related Targeted Maturity Date
(on which date the related Certificateholders are entitled to distributions in
respect of principal, including reimbursements of Loss Amounts and Certificate
Principal Loss Amounts allocated thereto, and in the case of the Class B
Certificates, reimbursements of applied Class B Available
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Principal, of such Certificates), (iii) if the related Class is not paid in
full on the related Targeted Maturity Date, each subsequent Monthly Allocation
Date until the Monthly Allocation Date on which such Class of Certificates is
paid in full (on which dates the related Certificateholders are entitled to
distributions in respect of principal (including reimbursements of Loss Amounts
and Certificate Principal Loss Amounts allocated thereto, and in the case of the
Class B Certificates, reimbursements of applied Class B Available Principal) of
such Certificates and interest accrued on such Certificates), and (iv) following
the occurrence of a Monthly Payment Event each Monthly Allocation Date will be a
Certificate Payment Date with respect to interest, and Monthly Allocation Dates
during the Amortization Period will be Certificate Payment Dates with respect to
principal, (including reimbursements of Loss Amounts and Certificate Principal
Loss Amounts allocated thereto, and in the case of the Class B Certificates,
reimbursements of applied Class B Available Principal).
"CERTIFICATE PRINCIPAL LOSS AMOUNTS" means, with respect to any Monthly
Allocation Date and Class of Certificates, the aggregate amount of Loss Amounts
allocated to such Class of Certificates on such date pursuant to Section 3.01(b)
of the 1997-A Securitization Trust Agreement, less any reimbursement thereof
from amounts on deposit in the Reserve Fund, Transferor Amounts, Class B
Available Principal (in the case of the Class A Certificates only) and Available
Interest applied to cover such Loss Amounts in accordance with Article Three of
the 1997-A Securitization Trust Agreement.
"CERTIFICATE RATE" means the Class A-1 Rate, the Class A-2 Rate, the Class
A-3 Rate or the Class B Rate, as indicated by the context.
"CERTIFICATE REGISTER" means the register of Certificateholders maintained
by the 1997-A Securitization Trustee pursuant to Section 4.03 of the 1997-A
Securitization Trust Agreement.
"CERTIFICATE REGISTRAR" means the 1997-A Securitization Trustee unless a
successor thereto is appointed pursuant to Section 4.03 of the 1997-A
Securitization Trust Agreement.
"CERTIFICATEHOLDER" or "HOLDER" means the Person in whose name a
Certificate is registered in the Certificate Register, except that, solely for
the purposes of giving any consent, waiver, request or demand pursuant to the
1997-A Securitization Trust Agreement, the interest evidenced by any Certificate
registered in the name of the Transferor, TMCC, or any Person controlling,
controlled by or under common control with the Transferor or TMCC, shall not be
taken into account in determining whether the requisite percentage necessary to
effect any such consent, waiver, request or demand shall have been obtained.
"CERTIFICATES" means, collectively, the Class A-1 Certificates, the Class
A-2 Certificates, the Class A-3 Certificates, the Class B Certificates and the
Transferor Certificate.
"CHARGE-OFF RATE" means, with respect to any Collection Period, the
Aggregate Net Losses with respect to 1997-A Contracts that became Charged-off
Contracts during such Collection Period
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expressed, on an annualized basis, as a percentage of the average of (i) the
Aggregate Net Investment Value on the last day of the immediately preceding
Collection Period and (ii) the Aggregate Net Investment Value on the last day of
such Collection Period.
"CHARGED-OFF AMOUNT" means, with respect to any Collection Period, the
aggregate of the Discounted Principal Balances of all 1997-A Contracts that
became Charged-off Contracts during such Collection Period.
"CLASS A CERTIFICATES" means the Class A-1, Class A-2 and Class A-3
Certificates.
"CLASS A CERTIFICATE BALANCE" means the sum of the Class A-1 Certificate
Balance, the Class A-2 Certificate Balance and the Class A-3 Certificate
Balance.
"CLASS A CERTIFICATEHOLDER" means any Holder of a Class A-1 Certificate,
Class A-2 Certificate or Class A-3 Certificate.
"CLASS A INTEREST CARRYOVER SHORTFALL" with respect to any Monthly
Allocation Date will equal the excess, if any, of (x) the aggregate amount of
interest accrued on the Class A Certificate Balances and unreimbursed
Certificate Principal Loss Amounts previously allocated thereto at the related
Certificate Rates during the period from the prior Monthly Allocation Date to
but not including the current Monthly Allocation Date, plus any outstanding
Class A Interest Carryover Shortfall from the immediately preceding Monthly
Allocation Date, plus interest on such outstanding Class A Interest Carryover
Shortfall, to the extent permitted by law, at the weighted average of the Class
A Certificate Rates for such period, over (y) the sum of the Interest
Collections deposited into or net investment income retained in the 1997-A SUBI
Certificateholders' Account and/or distributed to Class A Certificateholders in
respect of interest on such Monthly Allocation Date.
"CLASS A-1 ADDITIONAL LOSS AMOUNT" means, as of any Monthly Allocation
Date, an amount equal to the product of (i) the Class A-1 Allocation Percentage,
(ii) the Investor Percentage with respect to Loss Amounts for the related
Collection Period and (iii) the portion of the Additional Loss Amount incurred
in respect of such Collection Period that is allocable to the 1997-A SUBI.
"CLASS A-1 ALLOCATION PERCENTAGE" means, as of any Monthly Allocation Date,
the Class A-1 Certificate Balance as of the last day of the related Collection
Period as a percentage of the Certificate Balance as of such date.
"CLASS A-1 CERTIFICATE" means one of the Certificates executed and
authenticated by the 1997-A Securitization Trustee in substantially the form set
forth in the 1997-A Securitization Trust Agreement.
"CLASS A-1 CERTIFICATE BALANCE" means, initially, the Initial Class A-1
Certificate Balance and, on any date, shall equal the initial Class A-1
Certificate Balance, reduced by the sum of (i) all amounts distributed to Class
A-1 Certificateholders and allocable to principal on or prior to such date
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and (ii) the amount, if any, by which (a) the aggregate of all Class A-1
Certificate Principal Loss Amounts on or prior to such date exceeds (b) the
aggregate of all Class A-1 Certificate Principal Loss Amounts reimbursed or
deemed reimbursed on or prior to such date.
"CLASS A-1 CERTIFICATE FACTOR" means, with respect to any Monthly
Allocation Date, a seven-digit decimal figure equal to the Class A-1 Certificate
Balance as of the close of business on such Monthly Allocation Date (after
giving effect to all changes in the Class A-1 Certificate Balance made on that
date) divided by the Initial Class A-1 Certificate Balance.
"CLASS A-1 CERTIFICATEHOLDER" means any Holder of a Class A-1 Certificate.
"CLASS A-1 CERTIFICATE PRINCIPAL LOSS AMOUNT" means, with respect to any
Monthly Allocation Date, the amount, if any, by which (i) Loss Amounts allocable
to the Class A-1 Certificates for the related Collection Period and any
previously unreimbursed Class A-1 Certificate Principal Loss Amount exceeds (ii)
the amount available to be distributed in respect of the Class A-1 Certificates
pursuant to Section 3.01(b)(viii) of the 1997-A Securitization Trust Agreement
on such Monthly Allocation Date.
"CLASS A-1 INTEREST CARRYOVER SHORTFALL" means, with respect to any Monthly
Allocation Date, the excess, if any, of (i) the Class A-1 Interest Distributable
Amount for such Monthly Allocation Date plus any outstanding Class A-1 Interest
Carryover Shortfall from the immediately preceding Monthly Allocation Date plus
interest on such outstanding Class A-1 Interest Carryover Shortfall, to the
extent permitted by law, at the Class A-1 Certificate Rate from such immediately
preceding Monthly Allocation Date to but not including the current Monthly
Allocation Date, over (ii) the amount of interest (whether from Available
Interest or amounts applied pursuant to Section 3.01(e) of the 1997-A
Securitization Trust Agreement) allocated or distributed to Class A-1
Certificateholders on such current Monthly Allocation Date.
"CLASS A-1 INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Monthly Allocation Date, (a) the product of (i) one-twelfth of the Class A-1
Certificate Rate (or in case of the first Monthly Allocation Date, of 0.27778%
of the Class A-1 Rate) and (ii) the Class A-1 Certificate Balance as of the
immediately preceding Monthly Allocation Date (after giving effect to changes in
the Class A-1 Certificate Balance made on such immediately preceding Monthly
Allocation Date) or, in the case of the first Monthly Allocation Date, the
Initial Class A-1 Certificate Balance, plus (b) interest accrued during such
period at the Class A-1 Rate on unreimbursed Class A-1 Certificate Principal
Loss Amounts.
"CLASS A-1 PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Monthly Allocation Date related to a Collection Period commencing during the
Amortization Period, the amount (if any) that is distributable in respect of
principal of the Class A-1 Certificates to the Class A-1 Certificateholders
pursuant to Section 3.01 (d) of the 1997-A Securitization Trust Agreement.
"CLASS A-1 RATE" means 6.20% per annum.
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"CLASS A-1 TARGETED MATURITY DATE" means September 27, 1999.
"CLASS A-2 ALLOCATION PERCENTAGE" means, as of any Monthly Allocation Date,
the Class A-2 Certificate Balance as of the last day of the related Collection
Period as a percentage of the Certificate Balance as of such date.
"CLASS A-2 CERTIFICATE" means one of the Certificates executed and
authenticated by the 1997-A Securitization Trustee in substantially the form set
forth in the 1997-A Securitization Trust Agreement.
"CLASS A-2 CERTIFICATE BALANCE" means, initially, the Initial Class A-2
Certificate Balance and, on any date, shall equal the Initial Class A-2
Certificate Balance, reduced by the sum of (i) all amounts distributed to Class
A-2 Certificateholders in respect of principal of the Class A-2 Certificates on
or prior to such date and (ii) the amount, if any, by which (a) the aggregate of
all Class A-2 Certificate Principal Loss Amounts on or prior to such date
exceeds (b) the aggregate of all Class A-2 Certificate Principal Loss Amounts
reimbursed or deemed reimbursed on or prior to such date.
"CLASS A-2 CERTIFICATE FACTOR" means, with respect to any Monthly
Allocation Date, a seven-digit decimal figure equal to the Class A-2 Certificate
Balance as of the close of business on such Monthly Allocation Date (after
giving effect to all changes in the Class A-2 Certificate Balance made on that
date) divided by the Initial Class A-2 Certificate Balance.
"CLASS A-2 CERTIFICATEHOLDER" means any Holder of a Class A-2 Certificate.
"CLASS A-2 CERTIFICATE PRINCIPAL LOSS AMOUNT" means, with respect to any
Monthly Allocation Date, the amount, if any, by which (i)Loss Amounts allocable
to the Class A-2 Certificates for the related Collection Period and any
previously unreimbursed Class A-2 Certificate Principal Loss Amount exceeds (ii)
the amount available to be distributed in respect of the Class A-2 Certificates
pursuant to Section 3.01(b)(viii) of the 1997-A Securitization Trust Agreement
on such Monthly Allocation Date.
"CLASS A-2 INTEREST CARRYOVER SHORTFALL" means, with respect to any Monthly
Allocation Date, the excess, if any, of (i) the Class A-2 Interest Distributable
Amount for such Monthly Allocation Date plus any outstanding Class A-2 Interest
Carryover Shortfall from the immediately preceding Monthly Allocation Date plus
interest on such outstanding Class A-2 Interest Carryover Shortfall, to the
extent permitted by law, at the Class A-2 Rate from such immediately preceding
Monthly Allocation Date to but not including the current Monthly Allocation
Date, over (ii) the amount of interest (whether from Available Interest or
amounts applied pursuant to Section 3.01(e) of the 1997-A Securitization Trust
Agreement) allocated or distributed to Class A-2 Certificateholders on such
current Monthly Allocation Date.
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"CLASS A-2 INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Monthly Allocation Date, (a) the product of (i) one-twelfth of the Class A-2
Rate (or in the case of the first Monthly Allocation Date, of 0.27778% of the
Class A-2 Rate) and (ii) the Class A-2 Certificate Balance as of the immediately
preceding Monthly Allocation Date (after giving effect to changes in the Class
A-2 Certificate Balance made on such immediately preceding Monthly Allocation
Date) or, in the case of the first Monthly Allocation Date, the Initial Class
A-2 Certificate Balance, plus (b) interest accrued during such period at the
Class A-2 Rate on unreimbursed Class A-2 Certificate Principal Loss Amounts.
"CLASS A-2 PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Monthly Allocation Date related to a Collection Period commencing during the
Amortization Period, the amount (if any) that is distributable to the Class A-2
Certificateholders pursuant to Section 3.01(d) of the 1997-A Securitization
Trust Agreement.
"CLASS A-2 RATE" means 6.35% per annum.
"CLASS A-2 TARGETED MATURITY DATE" means September 25, 2000.
"CLASS A-3 ALLOCATION PERCENTAGE" means, as of any Monthly Allocation Date,
the Class A-3 Certificate Balance as of the last day of the related Collection
Period as a percentage of the Certificate Balance as of such date.
"CLASS A-3 CERTIFICATE" means one of the Certificates executed and
authenticated by the 1997-A Securitization Trustee in substantially the form set
forth in the 1997-A Securitization Trust Agreement.
"CLASS A-3 CERTIFICATE BALANCE" means, initially, the Initial Class A-3
Certificate Balance and, on any date, shall equal the Initial Class A-3
Certificate Balance, reduced by the sum of (i) all amounts distributed to Class
A-3 Certificateholders in respect of principal of the Class A-3 Certificates on
or prior to such date and (ii) the amount, if any, by which (a) the aggregate of
all Class A-3 Certificate Principal Loss Amounts on or prior to such date
exceeds (b) the aggregate of all Class A-3 Certificate Principal Loss Amounts
reimbursed or deemed reimbursed on or prior to such date.
"CLASS A-3 CERTIFICATE FACTOR" means, with respect to any Monthly
Allocation Date, a seven-digit decimal figure equal to the Class A-3 Certificate
Balance as of the close of business on such Monthly Allocation Date (after
giving effect to all changes in the Class A-3 Certificate Balance made on that
date) divided by the Initial Class A-3 Certificate Balance.
"CLASS A-3 CERTIFICATEHOLDER" means any Holder of a Class A-3 Certificate.
"CLASS A-3 CERTIFICATE PRINCIPAL LOSS AMOUNT" means, with respect to any
Monthly Allocation Date, the amount, if any, by which (i)Loss Amounts allocable
to the Class X-0
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Xxxxxxxxxxxx for the related Collection Period and any previously unreimbursed
Class A-3 Certificate Principal Loss Amount exceeds (ii) the amount available to
be distributed in respect of the Class A-3 Certificates pursuant to Section
3.01(b)(viii) of the 1997-A Securitization Trust Agreement on such Monthly
Allocation Date.
"CLASS A-3 INTEREST CARRYOVER SHORTFALL" means, with respect to any Monthly
Allocation Date, the excess, if any, of (i) the Class A-3 Interest Distributable
Amount for such Monthly Allocation Date plus any outstanding Class A-3 Interest
Carryover Shortfall from the immediately preceding Monthly Allocation Date plus
interest on such outstanding Class A-3 Interest Carryover Shortfall, to the
extent permitted by law, at the Class A-3 Rate from such immediately preceding
Monthly Allocation Date to but not including the current Monthly Allocation
Date, over (ii) the amount of interest (whether from Available Interest or
amounts applied pursuant to Section 3.01(e) of the 1997-A Securitization Trust
Agreement) allocated or distributed to Class A-3 Certificateholders on such
current Monthly Allocation Date.
"CLASS A-3 INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Monthly Allocation Date, (a) the product of (i) one-twelfth of the Class A-3
Rate (or in the case of the first Monthly Allocation Date, of 0.27778% of the
Class A-3 Rate) and (ii) the Class A-3 Certificate Balance as of the immediately
preceding Monthly Allocation Date (after giving effect to changes in the Class
A-3 Certificate Balance made on such immediately preceding Monthly Allocation
Date) or, in the case of the first Monthly Allocation Date, the Initial Class
A-3 Certificate Balance, plus (b) interest accrued during such period at the
Class A-3 Rate on unreimbursed Class A-3 Certificate Principal Loss Amounts.
"CLASS A-3 PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Monthly Allocation Date related to a Collection Period commencing during the
Amortization Period, the amount (if any) that is distributable to the Class A-3
Certificateholders pursuant to Section 3.01(d) of the 1997-A Securitization
Trust Agreement.
"CLASS A-3 RATE" means 6.45% per annum.
"CLASS A-3 TARGETED MATURITY DATE" means March 26, 2001.
"CLASS B AVAILABLE PRINCIPAL" with respect to any Monthly Allocation Date
means the portion of Principal Collections derived by multiplying (i) a
fraction, the numerator of which is the Adjusted Class B Certificate Balance,
and the denominator of which is the Class B Adjusted Certificate Balance as of
such Monthly Allocation Date, by (ii) the Investor Percentage, and by (iii)
Principal Collections plus any Accelerated Principal Distribution Amount for
such Monthly Allocation Date.
"CLASS B CERTIFICATE" means any one of the Certificates executed and
authenticated by the 1997-A Securitization Trustee in substantially the form set
forth in the 1997-A Securitization Trust Agreement.
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"CLASS B CERTIFICATE BALANCE" means, initially, the Initial Class B
Certificate Balance and, on any date, shall equal the Initial Class B
Certificate Balance, reduced by the sum of (i) all amounts distributed to Class
B Certificateholders in respect of principal of the Class B Certificates on or
prior to such date, (ii) the amount of any unreimbursed Class B Certificate
Principal Loss Amounts, and (iii) the amount of any Class B Available Principal
applied to cover shortfalls and losses allocated to the Class A Certificates and
not reimbursed on or prior to such date.
"CLASS B CERTIFICATE FACTOR" means, with respect to any Monthly Allocation
Date, a seven-digit decimal figure equal to the Class B Certificate Balance as
of the close of business on such Monthly Allocation Date (after giving effect to
all changes in the Class B Certificate Balance made on that date) divided by the
Initial Class B Certificate Balance.
"CLASS B CERTIFICATE PRINCIPAL LOSS AMOUNT" means, with respect to any
Monthly Allocation Date, the amount, if any, by which (i)Loss Amounts allocable
to the Class B Certificates for the related Collection Period and any previously
unreimbursed Class B Certificate Principal Loss Amount exceeds (ii) the amount
available to be allocated or distributed in respect thereof pursuant to Section
3.01(b)(ix) of the 1997-A Securitization Trust Agreement on such Monthly
Allocation Date.
"CLASS B CERTIFICATEHOLDER" means any Holder of a Class B Certificate.
"CLASS B INTEREST CARRYOVER SHORTFALL" means, with respect to any Monthly
Allocation Date, the excess, if any, of (i) the Class B Interest Distributable
Amount for such Monthly Allocation Date plus any outstanding Class B Interest
Carryover Shortfall from the immediately preceding Monthly Allocation Date plus
interest on such outstanding Class B Interest Carryover Shortfall, to the extent
permitted by law, at the Class B Certificate Rate from such immediately
preceding Monthly Allocation Date to but not including the current Monthly
Allocation Date over (ii) the amount of interest (whether from Available
Interest or amounts applied pursuant to Section 3.01(e) of the 1997-A
Securitization Trust Agreement) allocated or distributed to Class B
Certificateholders on such current Monthly Allocation Date pursuant to Section
3.01(b)(ix) of the 1997-A Securitization Trust Agreement.
"CLASS B INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any Monthly
Allocation Date, the product of (i) one-twelfth of the Class B Certificate Rate
(or in the case of the first Monthly Allocation Date, 0.27778% of the Class B
Certificate Rate) and (ii) the Class B Certificate Balance as of the immediately
preceding Monthly Allocation Date (after giving effect to changes in the Class B
Certificate Balance made on such immediately preceding Monthly Allocation Date)
or, in the case of the first Monthly Allocation Date, the Initial Class B
Certificate Balance.
"CLASS B INTEREST RESERVE AMOUNT" means with respect to any Monthly
Allocation Date, the lesser of (i) $1,246,218.75 less all amounts previously
withdrawn from the Reserve Fund in respect of the Class B Interest Reserve
Amount to make allocations or distributions in respect of interest accrued on
the Class B Certificates or Certificate Principal Loss Amounts allocated thereto
or (ii)
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1.6875% of the Class B Certificate Balance as of the date prior to such Monthly
Allocation Date; provided that the Class B Interest Reserve Amount will be zero
on and after any date on which any Rating Agency reduces its rating of the Class
A Certificates to less than "A" or its equivalent or withdraws its rating of any
Class of Class A Certificates (unless such rating is restored).
"CLASS B PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any Monthly
Allocation Date related to a Collection Period in the Amortization Period, the
amount (if any) that is distributable to the Class B Certificateholders pursuant
to Section 3.01(d) of the 1997-A Securitization Trust Agreement.
"CLASS B RATE" means 6.75% per annum.
"CLASS B TARGETED MATURITY DATE" means September 25, 2001.
"CLOSING DATE" means September 24, 1997.
"COLLECTION PERIOD" with respect to each Monthly Allocation Date, means the
preceding calendar month.
"COLLECTIONS" means with respect to any Collection Period, all net
collections received in respect of the 1997-A Contracts and 1997-A Leased
Vehicles during such Collection Period, including Monthly Payments (including
Payments Ahead that represent Monthly Payments due during such Collection
Period), Prepayments, Advances, Net Matured Leased Vehicle Proceeds, Net
Repossessed Vehicle Proceeds and other Net Liquidation Proceeds, less (i)
amounts representing Payments Ahead with respect to future Collection Periods
and (ii) Additional Loss Amounts in respect of such Collection Period.
"CORPORATE TRUST OFFICE" means the office of the Titling Trustee, the Trust
Agent or the 1997-A Securitization Trustee, as indicated by the context. As of
September 1, 1997, the Corporate Trust Office is located at 000 Xxxx Xxxxxx
Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Toyota Lease Trust.
After September 1, 1997, the Corporate Trust Office for any of the Titling
Trustee, the Trust Agent and the Securitization Trustee or any successor thereto
may be changed by delivering a notice in writing of the new address of the
corporate office to the Servicer and the Beneficiaries.
"CURRENT LIABILITY" means, with respect to any Plan, the present value of
the accrued benefits under the Plan, as set forth in the most recent audited
consolidated financial statements of TMS and its subsidiaries.
"CUTOFF DATE" means August 1, 1997.
"DEFINITIVE CERTIFICATES" means, as of any date of determination, any
Certificates not then outstanding in book-entry form.
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"DELINQUENCY PERCENTAGE" means, with respect to a Collection Period, (a)
the number of all outstanding 1997-A Contracts 60 days or more delinquent (after
taking into account permitted deferrals) as of the last day of such Collection
Period, whether or not the related 1997-A Leased Vehicle has been repossessed
(or the process of repossession has been commenced) but has not yet been sold or
otherwise disposed of during such Collection Period or the related Obligor is
the subject of bankruptcy or similar proceedings, determined in accordance with
the Servicer's normal practices, plus (b) the number of repossessed 1997-A
Leased Vehicles that have not been liquidated (to the extent the related 1997-A
Contract is not otherwise reflected in clause (a) above), expressed as a
percentage of the aggregate number of 1997-A Contracts that are Current
Contracts on the last day of such Collection Period.
"DEPOSIT DATE" means the Business Day immediately preceding each Monthly
Allocation Date.
"DISCOUNTED CONTRACT" means a 1997-A Contract with a Lease Rate less than
9.75% per annum.
"DISCOUNTED PRINCIPAL BALANCE" means (i) with respect to any Discounted
Contract, an amount equal to the present value of the sum of all remaining
Monthly Payments on such 1997-A Contract paid on a timely basis, plus the Booked
Residual Value of the related Leased Vehicle, calculated by discounting such
Monthly Payments by the Discount Rate, and (ii) with respect to any other
Contract, its Outstanding Principal Balance at such time.
"DISCOUNT RATE" means 9.75% per annum.
"EARLY AMORTIZATION EVENT" means any of the following events:
(i) failure on the part of the Servicer (i) to make any payment or
deposit required with respect to the 1997-A SUBI or the Investor Certificates
under the 1997-A Securitization Trust Agreement, the Titling Trust Agreement or
the 1997-A Servicing Supplement, on or before the date occurring five Business
Days after the payment or deposit is required to be made, or (ii) to deliver a
Servicer's Certificate within ten Business Days after any Determination Date,
which failure continues for three business days from the Servicer's receipt of
notice thereof;
(ii) failure on the part of the Transferor or the Servicer duly to
observe or perform in any material respect any other covenants or agreements of
the Transferor or the Servicer set forth in the 1997-A Securitization Trust
Agreement, the Titling Trust Agreement or the 1997-A Servicing Supplement (other
than as described in clause (i) above), which failure materially and adversely
affects the rights of the holder of the 1997-A SUBI or of the Investor
Certificateholders and which continues unremedied and continues to affect
materially and aversely the rights of the holder of the 1997-A SUBI or of the
Investor Certificateholders for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, if given (i)
to the Transferor or the Servicer, as the case may be, by the 1997-A
Securitization Trustee or the Titling Trustee, or (ii) to
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the Transferor or the Servicer, as the case may be, and to the 1997-A
Securitization Trustee by the Holders of Investor Certificates evidencing not
less than 25% of the Voting Interests of the Class A Certificates and the Class
B Certificates, voting together as a single Class;
(iii) any representation or warranty made by TMCC in the Titling Trust
Agreement or by the Transferor in the 1997-A Securitization Trust Agreement, or
the representation and warranty made by the Servicer in Section 2.01 of the
1997-A Servicing Supplement or any certificate given pursuant to Section 5.01 of
the 1997-A Servicing Supplement, shall prove to have been incorrect in any
material respect when made or given, as a result of which the interests of the
holder of the 1997-A SUBI or of the Investor Certificateholders are materially
and adversely affected and which continues to be incorrect in any material
respect and continues to materially and adversely affect the interests of the
holder of the 1997-A SUBI or of the Certificateholders for a period of 60 days
after the date on which written notice of such failure, requiring the same to be
remedied, is given (i) to TMCC, the Transferor or the Servicer, as the case may
be, by the Trustee or the Titling Trustee, or (ii) to TMCC, the Transferor or
the Servicer, as the case may be, and to the Trustee by the Holders of Investor
Certificates evidencing not less than 25% of the Voting Interests of the Class A
Certificates and the Class B Certificates, voting together as a single Class;
PROVIDED, HOWEVER, that an Early Amortization Event pursuant to this
subparagraph (iii) shall not be deemed to have occurred hereunder if the
Servicer has made the Reallocation Payment contemplated by Section 3.03 of the
1997-A Servicing Supplement and has reallocated the relevant 1997-A Contract and
1997-A Leased Vehicle to the UTI Portfolio within the time provided therefor;
(iv) any Insolvency Event relating to the Transferor;
(v) any Lien, other than Liens permitted under the 1997-A
Securitization Trust Agreement, the Titling Trust Agreement or the 1997-A
Servicing Supplement shall be created on or extend to or otherwise arise upon or
burden the 1997-A SUBI, the 1997-A SUBI Certificate, or the 1997-A Contracts
or the 1997-A Leased Vehicles, or any part thereof or any interest therein or
the proceeds thereof, and not be released within 60 days thereafter;
(vi) the Transferor, the 1997-A Securitization Trust or the Titling
Trust becomes subject to registration as an "investment company" for purposes of
the Investment Company Act of 1940, as amended;
(vii) the Servicer determines on the last day of any calendar month
(commencing in October 1997) that the amount of Principal Collections and
reimbursed Loss Amounts and Certificate Principal Loss Amounts for the preceding
calendar month that have not been reinvested in Subsequent Contracts and
Subsequent Leased Vehicles as of the first day of such month exceeds $1,000,000;
(viii) an Event of Servicing Termination or an Event of Default under the
Indenture (without giving consideration to any cure or grace periods) occurs; or
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(ix) if on any Monthly Allocation Date the aggregate amount withdrawn
from the Reserve Fund and deposited into the 1997-A SUBI Collection Account or
the 1997-A SUBI Certificateholders' Account on or prior to such Monthly
Allocation Date (without giving effect to any deposits into the Reserve Fund)
exceeds $3,078,079 (i.e., 0.25% of the Aggregate Net Investment Value as of the
Cutoff Date).
"ELIGIBLE CONTRACT" means a Contract as to which the criteria specified in
the definition of "Eligible Contract" set forth in the Annex of Definitions as
of the date of the 1997-A SUBI Supplement, and also satisfies the following
criteria as of such date:
(a) such Contract was originated in the United States, after
October 31, 1996 in the case of the Initial Contracts, and on or before
October 1, 1998 in the case of the Subsequent Contracts and has a Maturity
Date on or after January 1, 1998, and no later than July 31, 2002 in the
case of the Initial Contracts, and no later than October 1, 2003, in the
case of the Subsequent Contracts;
(b) such Contract was not more than 60 days past due as of the
Cutoff Date or the related Transfer Date, as the case may be, and has not
been deferred more than 4 times or extended by more than 12 months in the
aggregate or otherwise modified except in accordance with the Servicer's
normal credit and collection policies and practices;
(c) such Contract is not an asset of any SUBI other than the
1997-A SUBI; and
(d) such Contract is a closed-end lease contract having an
original scheduled maturity of not more than 60 months, will have been
written for a "capitalized cost" (which may exceed the manufacturer's
suggested retail price), plus a lease charge which is based on the Lease
Rate and will provide for equal monthly payments required to be made by the
Obligor thereunder within 30 days after the billing date for such payment
that, when allocated between principal and the lease charge at the Lease
Rate on a constant yield basis, will be sufficient to amortize the
capitalized cost over the term of the Contract to an amount equal to the
Booked Residual Value; provided that such Contract will allow the related
Obligor voluntarily to terminate such Contract by paying the related Payoff
Amount.
"EVENT OF SERVICING TERMINATION" means any of the following events:
(i) failure by the Servicer to deliver to the Titling Trustee for
distribution to holders of interests in the 1997-A SUBI or to the 1997-A
Securitization Trustee for distribution to the Holders of any required payment
on the Investor Certificates as to allocations and distributions, which failure
continues unremedied for three Business Days after discovery of such failure by
an officer of the Servicer or receipt by the Servicer of notice thereof from the
1997-A Securitization Trustee, the Titling Trustee or Holders of Certificates
evidencing not less than 25% of the Voting Interests of the Class A Certificates
and the Class B Certificates, voting together as a single class, or failure, for
any
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reason, of the 1997-A Securitization Trust to pay in full any Class of
Certificates on the Stated Maturity Date;
(ii) failure by the Servicer to deliver to the Titling Trustee or the
1997-A Securitization Trustee any report relating to the 1997-A SUBI Sub-Trust
and required to be delivered to it pursuant to the 1997-A Servicing Supplement
within ten Business Days after discovery or written notice thereof as described
in clause (i) above;
(iii) failure by the Servicer duly to observe or perform in any material
respect any other of its covenants or agreements in the Titling Trust Agreement
or 1997-A Servicing Supplement which failure materially and adversely affects
the rights of holders of interests in the SUBI or the Certificateholders and
which continues unremedied for 90 days after discovery or written notice thereof
as described in clause (i) above;
(iv) the occurrence of an Insolvency Event with respect to the Servicer;
(v) any representation, warranty or statement of the Servicer made in
the 1997-A Servicing Supplement or any certificate, report or other writing
delivered pursuant thereto or to any related Transaction Document shall prove to
be incorrect in any material respect as of the time when the same shall have
been made and such circumstance or condition in respect of which such
representation, warranty or statement was incorrect shall not have been
eliminated or otherwise cured within 30 days after discovery or written notice
thereof as described in clause (i) above as a result of which the interests of
the holder of the 1997-A SUBI or of the Investor Certificateholders are
materially and adversely affected and which continues to be incorrect in any
material respect and continues to materially and adversely affect the interests
of the holder of the 1997-A SUBI or of the Certificateholders for a period of
60 days after the date on which written notice of such failure, requiring the
same to be remedied, is given (i) to TMCC, the Transferor or the Servicer, as
the case may be, by the Trustee or the Titling Trustee, or (ii) to TMCC, the
Transferor or the Servicer, as the case may be, and to the Trustee by the
Holders of Investor Certificates evidencing not less than 25% of the Voting
Interests of the Class A Certificates and the Class B Certificates, voting
together as a single Class;
(vi) the Servicer shall have failed to make an Advance (other than any
Nonrecoverable Advance) at the time and in the amount required by Section 4.05
of the 1997-A Servicing Supplement, which failure continues for five Business
Days after discovery of such failure by an officer of the Servicer or within
three Business Days after discovery or written notice thereof as described in
clause (i) above; or
(vii) the Servicer shall have failed to perform its obligations under the
1997-A Servicing Supplement with respect to maintenance of the Contingent and
Excess Liability Insurance Policies.
Notwithstanding the foregoing, a delay or failure in the performance
referred to under clause (i) or (vi) above for a period of ten Business Days,
or referred to in clause (ii) above for a period of
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20 Business Days, or referred to in clause (v) for a period of 90 days, or
referred to in clause (vii) for a period of 60 days, shall NOT constitute an
Event of Servicing Termination if such delay or failure in performance arises
from an event or circumstance of force majeure.
"EXCESS AMOUNTS" means, with respect to any Monthly Allocation Date, the
amount specified in Section 3.01(b)(xiv) of the 1997-A Securitization Trust
Agreement.
"FIRST PRINCIPAL MONTHLY ALLOCATION DATE" means the Monthly Allocation Date
in the month commencing after the earlier to occur of the Amortization Date or
an Early Amortization Event.
"HOLDER" See definition of Certificateholder.
"INDENTURE" means that certain Indenture dated as of September 1, 1997
between TMCC and U.S. Bank, as trustee.
"INDENTURE TRUSTEE" means U.S. Bank National Association in such capacity
under the Indenture, or any successor trustee appointed as such pursuant to the
Indenture.
"INITIAL CERTIFICATE BALANCE" means the sum of the Initial Class A
Certificate Balance and the Initial Class B Certificate Balance.
"INITIAL CLASS A CERTIFICATE BALANCE" means the sum of the Initial Class
A-1 Certificate Balance, the Initial Class A-2 Certificate Balance and the
Initial Class A-3 Certificate Balance.
"INITIAL CLASS A-1 CERTIFICATE BALANCE" means $410,000,000.
"INITIAL CLASS A-2 CERTIFICATE BALANCE" means $650,000,000.
"INITIAL CLASS A-3 CERTIFICATE BALANCE" means $72,750,000.
"INITIAL CLASS B CERTIFICATE BALANCE" means $73,850,000.
"INITIAL CONTRACTS" means the 1997-A Contracts listed on the Schedule of
Contracts and Leased Vehicles delivered on the Closing Date.
"INTEREST COLLECTIONS" with respect to any Collection Period, means an
amount equal to the amount by which Collections exceed Principal Collections
with respect to such Collection Period.
"INTEREST PERIOD" means, with respect to each related Certificate Payment
Date for a Class of Certificates, the period from and including the twenty-fifth
day of the month of the preceding Certificate Payment Date, to but excluding the
twenty-fifth date of the month of such current Certificate Payment Date.
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"INVESTOR CERTIFICATEHOLDER" means any Class A or Class B
Certificateholder.
"INVESTOR CERTIFICATES" means the Class A Certificates and the Class B
Certificates.
"INVESTOR PERCENTAGE" means, with respect to any Collection Period,
(a) as used with respect to Interest Collections and Loss Amounts
allocable to the 1997-A SUBI, the percentage equivalent of a fraction (not to
exceed 100%), the numerator of which is the Adjusted Certificate Balance as of
the last day of the immediately preceding Collection Period (or, in the case of
the first Collection Period, the Initial Certificate Balance), and the
denominator of which is the Aggregate Net Investment Value as of the last day of
the immediately preceding Collection Period (or, in the case of the first
Collection Period, the Cutoff Date); and
(b) as used with respect to Principal Collections allocable to the
1997-A SUBI, the percentage equivalent of a fraction (not to exceed 100%), the
numerator of which is the Adjusted Certificate Balance and the denominator of
which is the Aggregate Net Investment Value, calculated as of the last day of
the Collection Period (i) preceding the Amortization Date (if no Early
Amortization Event occurs prior to such date) or (ii) preceding the month, if
any, during which an Early Amortization Event occurs.
"LIQUIDATED CONTRACT" means a 1997-A Contract that (a) has been the subject
of a Prepayment in full, or otherwise has been paid in full, regardless of
whether all or any part of such payment has been made by the Obligor under the
related 1997-A Lease, the Servicer pursuant to the 1997-A Servicing Supplement,
an insurer pursuant to an Insurance Policy or (b) in the case of a 1997-A
Contract that is a Charged-off Contract, as to which the Servicer has determined
that the final amounts in respect thereof have been realized.
"LIQUIDATION EXPENSES" means, with respect to any Collection Period,
reasonable out-of-pocket expenses incurred by the Servicer in connection with
the realization of the full amounts due or to become due under any 1997-A
Contract, including Repossessed Vehicle Expenses, Matured Leased Expenses and
other expenses incurred in connection with the sale or other disposition of a
1997-A Leased Vehicle, whether upon repossession or upon return of a 1997-A
Leased Vehicle related to a Matured Contract, any collection effort (whether or
not resulting in a lawsuit against the Obligor under such 1997-A Contract) or
any application for Insurance Proceeds.
"LIQUIDATION PROCEEDS" with respect to any Collection Period, means the sum
of all amounts received during such Collection Period in connection with the
realization of the amounts due under any 1997-A Contract in connection with the
final liquidation or other final disposition of such 1997-A Contract, plus all
Matured Leased Vehicle Proceeds and Repossessed Vehicle Proceeds received by the
Servicer during such Collection Period.
"LISTING AGREEMENT" means the Listing Agreement dated September 22, 1997
between Toyota Leasing, Inc. and The Stock Exchange of Hong Kong Limited.
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"LOSS AMOUNT" means, with respect to any Monthly Allocation Date, an
amount equal to the sum of the Charged-off Amount, the Residual Value Loss
Amount and the Additional Loss Amount, in each case for the related Collection
Period.
"MATURED CONTRACT" means any 1997-A Contract that has reached its scheduled
maturity, as such scheduled maturity may have been modified in connection with
any deferral or extension of such Contract and been terminated.
"MATURED LEASED VEHICLE EXPENSES " means, with respect to any Collection
Period, all reasonable out-of-pocket expenses incurred by the Servicer during
such Collection Period in connection with the realization of Matured Leased
Vehicle Proceeds, including any unpaid payments of taxes, vehicle registration
charges, clearance of parking tickets and similar items and expenses and charges
payable by the Obligors or paid by the Servicer on behalf of Obligors and any
unpaid Monthly Payments.
"MATURED LEASED VEHICLE INVENTORY" means, with respect to any date, each
1997-A Leased Vehicle that is the subject of a 1997-A Contract that became a
Matured Contract within the three immediately preceding Collection Periods, but
which remains unsold and not otherwise disposed of by the Servicer for no more
than three full Collection Periods as of the last day of the most recent
Collection Period.
"MATURED LEASED VEHICLE PROCEEDS" means, with respect to any Collection
Period, all proceeds received by the Servicer during such Collection Period from
the sale or other disposition of 1997-A Leased Vehicles that are the subject of
Matured Contracts, including payments for excess mileage and excess wear and
tear.
"MATURITY ADVANCE" means any advance made by the Transferor on any Targeted
Maturity Date with respect to principal distributable on the related Class of
Investor Certificates if on such date the aggregate of other amounts available
in the 1997-A SUBI Certificateholders' Account and the 1997-A SUBI Collection
Account to be paid as principal thereof pursuant to Section 3.01 of the 1997-A
Securitization Trust Agreement are insufficient to reduce the related Class
Certificate Balance to zero and reimburse all related Certificate Principal
Loss Amounts (and, in the case of the Class B Certificates, applied Class B
Available Principal).
"MONTHLY ALLOCATION DATE" means the day on which Collections in respect of
the 1997-A Contracts and 1997-A Leased Vehicles are allocated, and shall occur
on the twenty-fifth day of each month (or, if such day is not a Business Day, on
the next succeeding Business Day) commencing on October 25, 1997, and generally
is used with the meaning ascribed to Distribution Date in the Annex of
Definitions attached to the Titling Trust Agreement.
"MONTHLY PAYMENT EVENT" means (a) the occurrence of any of the Early
Amortization Events described in clauses (ii) through (vi) and (viii) of the
definition thereof or (b) the downgrade by Standard & Poor's of TMCC's
short-term debt to a rating less than A-1+, or the downgrade by
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Moody's of TMCC's short term debt to a rating less than P-1 or TMCC's long term
debt to a rating less than Aa3, unless within ten Business Days of such event
alternative arrangements are made with respect to the investment of Collections
to be invested, and such alternative arrangements will not result in a
downgrade, modification or qualification of the then current rating of the Rated
Certificates as evidenced by a letter from each of the Rating Agencies.
"MONTHLY PAYMENT EVENT OCCURRENCE" means (a) the occurrence of any of the
Early Amortization Events described in clauses (ii) through (vi) and (viii) of
the definition thereof or (b) the downgrade by Standard & Poor's of TMCC's
short-term debt to a rating less than A-1+, or the downgrade by Moody's of
TMCC's short term debt to a rating less than P-1 or TMCC's long term debt to a
rating less than Aa3.
"NET INSURANCE PROCEEDS" means, with respect to any Collection Period,
recoveries pursuant to each Insurance Policy (excluding all proceeds of the
Residual Value Insurance Policy) obtained and maintained by an Obligor pursuant
to a 1997-A Contract (or payment by TMCC of the deductibles as to which it has
indemnified the Securitization Trust), or by the Titling Trust or the Servicer
with respect to such 1997-A Contract or the related 1997-A Leased Vehicle, in
each case net of certain sums applied to the repair of the related Leased
Vehicles.
"NET LIQUIDATION PROCEEDS" means, with respect to any Collection period,
all Liquidation Proceeds net of all Liquidation Expenses for such Collection
Period.
"NET MATURED LEASED VEHICLE PROCEEDS" means, with respect to any Collection
Period, all Matured Leased Vehicle Proceeds net of all Matured Leased Vehicle
Expenses.
"NET REPOSSESSED VEHICLE PROCEEDS" means, with respect to any Collection
Period, the aggregate Repossessed Vehicle Proceeds net of the aggregate
Repossessed Vehicle Expenses for such Collection Period.
"NONRECOVERABLE ADVANCE" means any Advance that, in the Servicer's
reasonable judgment, may not be ultimately recoverable by the Servicer from
Matured Leased Vehicle Proceeds, Repossessed Vehicle Proceeds or other
Liquidation Proceeds or Insurance Proceeds (excluding proceeds of any Residual
Value Insurance Policy) or otherwise.
"OTHER SUBI" means any SUBI other than the 1997-A SUBI.
"OTHER SUBI ASSETS" means the SUBI Assets with respect to any SUBI other
than the 1997-A SUBI.
"OTHER SUBI CERTIFICATE" means any SUBI Certificate other than the 1997-A
SUBI Certificate.
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"OUTSTANDING ADVANCES" means, with respect to a 1997-A Contract and the
last day of a Collection Period, the sum of all Advances made with respect
thereto on or prior to such date, minus any portion of subsequent Collections
applied to reimburse such Advances.
"PAYOFF AMOUNT" means the amount owed by the related Obligor under any
1997-A Contract upon termination at or before maturity where such Obligor is not
in default and does not exercise its option to purchase the related 1997-A
Leased Vehicle, determined by (i) adding all unpaid Monthly Payments and any
incidental charges owing under such 1997-A Contract to the Booked Residual
Value, less unearned lease charges, (ii) subtracting the actual wholesale price
or the wholesale price otherwise determined by TMCC in a commercially reasonable
manner or by third party appraisal (if elected by the Obligor), and (iii)
applying the Security Deposit, if any, to reduce any deficiency.
"PERCENTAGE INTEREST" means, as to any Investor Certificate, the percentage
obtained by dividing the outstanding principal balance of such Investor
Certificate by the Class Certificate Balance of the related Class; PROVIDED,
HOWEVER, that where the Percentage Interest is relevant in determining whether
the vote of the requisite percentage of Investor Certificateholders necessary to
effect any consent, waiver, request or demand shall have been obtained, the
aggregate Percentage Interest shall be deemed to be reduced by the amount equal
to the Percentage Interest (without giving effect to this provision) represented
by the interests evidenced by any such Investor Certificate that is registered
in the name of the Transferor, TMCC or any Person controlling, controlled by or
under common control with the Transferor or TMCC.
"PRINCIPAL COLLECTIONS" means, with respect to any Collection Period, all
Collections allocable to the principal component of any 1997-A Contract.
"REALLOCATION DEPOSIT AMOUNT" means the amount required to be deposited by
the Servicer into the 1997-A SUBI Collection Account pursuant to Section 3.03 of
the 1997-A Servicing Supplement in connection with any 1997-A Contract as to
which a breach of a representation, warranty or covenant that materially and
adversely affects the owners of interests in the 1997-A SUBI or the
Certificateholders is not cured in all material respects within 60 days after
the Servicer discovers such breach or is given notice thereof, equal to the
amount by which the Transferor Interest would be reduced to less than zero in
connection with the reallocation of the related 1997-A SUBI Contract as a UTI
Asset.
"REALLOCATION PAYMENT" means the amount required to be deposited by the
Servicer into the 1997-A SUBI Collection Account in connection with any 1997-A
Contract as to which a breach of a representation, warranty or covenant that
materially and adversely affects the owners of interests in the 1997-A SUBI or
the Certificateholders is not cured in all material respects within 60 days
after the Servicer discovers such breach or is given notice thereof, which
amount will equal the Discounted Principal Balance of such Contract as of the
last day of the Collection Period during which the related cure period ended
plus an amount equal to any imputed lease charge on such Contract at the related
Lease Rate that was delinquent as of the end of such Collection Period.
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"RECORD DATE" means, with respect to each Distribution Date, (i) in the
case of the Class A Certificates, the calendar day immediately preceding such
Distribution Date (or, if Definitive Certificates have been issued, the last day
of the immediately preceding calendar month) and (ii) in the case of the Class B
Certificates, the last day of the calendar month immediately preceding the month
in which such Distribution Date occurs.
"REPOSSESSED VEHICLE EXPENSES" means, with respect to any Collection
Period, all reasonable out-of-pocket expenses incurred by the Servicer during
such Collection Period in connection with the repossession of 1997-A Leased
Vehicles, including any unpaid payments of taxes, vehicle registration charges,
clearance of parking tickets and similar items and expenses and charges payable
by the Obligors or paid by the Servicer on behalf of Obligors and any unpaid
Monthly Payments.
"REPOSSESSED VEHICLE PROCEEDS" with respect to any Collection Period, means
proceeds received in connection with the sale or other disposition of 1997-A
Leased Vehicles, if any, that have been repossessed during such Collection
Period or any prior Collection period.
"REQUESTED EXEMPTION" means the exemption from certain prohibited
transaction rules of ERISA with respect to the initial purchase, holding and
subsequent resale of Class A Certificates by certain investors subject to ERISA
applied for by TMCC on behalf of itself and certain of its Affiliates (including
the Transferor).
"REQUIRED AMOUNT" means, as of any Deposit Date, the excess of (i) the sum
of any anticipated amounts to be payable as set forth in Section 3.01(b) clauses
(ii), (iii), (viii) and (ix) of the 1997-A Securitization Trust Agreement with
respect to the related Monthly Allocation Date, over (ii) the amount of
Available Interest allocable or distributable in respect thereof on the related
Monthly Allocation Date and, on the Stated Maturity Date, the amount remaining
on deposit in the Reserve Fund to the extent necessary to pay in full each Class
of Certificates then outstanding (including reimbursements of Loss Amounts,
Certificate Principal Loss Amounts and Class B Available Principal, as described
in Section 3.01 of the 1997-A Securitization Trust Agreement).
"REQUIRED RATE" with respect to any Permitted Investment in which amounts
deposited in the 1997-A SUBI Certificateholders' Account in respect of principal
ultimately distributable to Holders of Certificates of any Class means the
Certificate Rate with respect to such Class, and with respect to any Permitted
Investment in which amounts deposited in the 1997-A SUBI Certificateholders'
Account in respect of interest payable on the Certificates, means the one-month
commercial paper rate, which will reset monthly.
"RESERVE FUND" means the account designated as such and established and
maintained pursuant to Section 3.02(b) of the 1997-A Securitization Trust
Agreement.
"RESERVE FUND INITIAL DEPOSIT" means the amount to be deposited in the
Reserve Fund by the Transferor on the Closing Date equal to $30,780,787.98
(2.50% of the Aggregate Net Investment Value as of the Cutoff Date).
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"RESERVE FUND WITHDRAWAL AMOUNT" means, with respect to a Monthly
Allocation Date, the lesser of (a) the Required Amount for such Monthly
Allocation Date and (b) the amount on deposit in the Reserve Fund.
"RESIDUAL CERTIFICATE" means any Book-Entry Certificate issued on the
Closing Date pursuant to Section 4.01 of the 1997-A Securitization Trust
Agreement to represent a Certificate having a principal amount less than $1,000.
"RESIDUAL VALUE LOSS AMOUNT" means, as of any Monthly Allocation Date, the
sum of (a) the aggregate of the Booked Residual Values of all 1997-A Leased
Vehicles that were included in Matured Leased Vehicle Inventory but that had
remained unsold and not otherwise disposed of by the Servicer for at least three
full Collection Periods as of the last day of such Collection Period and (b) the
excess, if any, of (i) the aggregate of the Booked Residual Values of all 1997-A
Leased Vehicles previously included in Matured Leased Vehicle Inventory that
were sold or otherwise disposed of during such Collection Period over (ii) Net
Matured Vehicle Proceeds for such Collection Period.
"RESIDUAL VALUE SURPLUS" means, with respect to any Collection Period, the
excess, if any, of the aggregate of Matured Leased Vehicle Proceeds with respect
to 1997-A Leased Vehicles net of related Matured Leased Vehicle Expenses
incurred with respect to 1997-A Leased Vehicles during such Collection Period
over the aggregate of the Booked Residual Values of such 1997-A Leased Vehicles.
"RESIDUAL VALUE TEST" will not be satisfied as of any Determination Date if
(i) with respect to the related Collection Period the number of 1997-A Leased
Vehicles returned to the Servicer during such period relating to 1997-A
Contracts that became Matured Contracts during such period is greater than 25%
of all 1997-A Contracts that, as of their respective origination dates, had been
scheduled to become Matured Contracts during such period (provided that at least
500 such 1997-A Contracts had been scheduled to become Matured Contracts during
such Collection Period), and (ii) the average Net Matured Leased Vehicle
Proceeds during the three immediately preceding calendar months (or the months
of August and September 1997 in the case of the October 1997 Determination Date)
is less than 75% of the average Booked Residual Values of 1997-A Leased Vehicles
disposed of or liquidated during such period.
"REVOLVING PERIOD" means the period from the Closing Date through the
Business Day preceding the earlier of October 1, 1998 or the date of an Early
Amortization Event.
"SCHEDULE OF CONTRACTS AND LEASED VEHICLES" means the list of 1997-A
Contracts and 1997-A Leased Vehicles, on computer diskette, microfiche,
microfilm or hard paper copy, that are included as Titling Trust Assets in the
Titling Trust, as such list may be revised and supplemented from time to time
(which Schedules may be prepared on either a cumulative or additive basis)
pursuant to Section 5.01 of the 1997-A Servicing Supplement, and which shall set
forth the following information with respect to each such Contract in separate
columns:
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Contract Number
Date of Origination
Maturity Date
Monthly Payment
Original Principal Balance
Outstanding Principal Balance as of the last day of the
immediately preceding calendar month
Booked Residual Value
Security Deposit
Sub-Trust to which Contract is assigned
Vehicle Identification Number
Model Year
Make
Model
"SECURITY DEPOSIT" means any Security Deposit (as defined in the Annex of
Definitions attached to the Titling Trust Agreement) under any 1997-A Contract.
"SECURITIZATION TRUST DOCUMENTS" means each of the Transaction Documents
relating to the Securitized Financing contemplated by the 1997-A SUBI Supplement
and the 1997-A Securitization Trust Agreement.
"SERVICER" means TMCC, in its capacity as servicer under the Titling Trust
Agreement and the 1997-A Servicing Supplement, or any successor to TMCC in such
capacities.
"SERVICING RATE PORTION" means, with respect to any Monthly Allocation
Date, one-twelfth of 1.00% of the Aggregate Net Investment Value as of the first
day of the related Collection Period.
"SPECIFIED RESERVE FUND BALANCE" means, with respect to any Monthly
Allocation Date, $30,780,787.98 (2.5% of the Aggregate Net Investment Value as
of the Cutoff Date), except that, if on any Monthly Allocation Date (i) the
average of the Charge-off Rates for the three preceding Collection Periods
exceeds 1.25%, (ii) the average of the Delinquency Percentages for the three
preceding Collection Periods exceeds 1.25%, or (iii) the Residual Value Test is
not satisfied as of the related Determination Date, then the Specified Reserve
Fund Balance will equal $61,561,575.96 (5.0% of the Aggregate Net Investment
Value as of the Cutoff Date); provided, however, that the Specified Reserve Fund
Balance shall in no event be more than the sum of the outstanding principal
amounts of each Class of Investor Certificates.
"STATED MATURITY DATE" means April 26, 2004 with respect to each Class of
Certificates.
"SUBSEQUENT CONTRACTS" means those additional retail closed-end lease
contracts in which, during the Revolving Period, payments made on or in respect
of the 1997-A SUBI Assets allocable
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to principal and certain reimbursed Loss Amounts will be reinvested pursuant to
Section 3.02 of the 1997-A Servicing Supplement.
"SUBSEQUENT LEASED VEHICLES" means the automobiles and light duty trucks
relating to the Subsequent Contracts.
"TARGETED MATURITY DATE" means September 27, 1999 with respect to the Class
A-1 Certificates, September 25, 2000 with respect to the Class A-2 Certificates,
March 26, 2001 with respect to the Class A-3 Certificates and September 25, 2001
with respect to the Class B Certificates.
"TMCC DEMAND NOTES" means the unsecured debt obligations of TMCC issued
from time to time as a Permitted Investment pursuant to the terms of the
Indenture.
"TMCC INTEREST DEMAND NOTES" means the TMCC Demand Notes in which amounts
in the 1997-A SUBI Certificateholders' Account in respect of interest on the
1997-A SUBI Assets is invested; each TMCC Interest Demand Note shall mature on
the Business Day preceding the Certificate Payment Date next succeeding the date
of issuance of such TMCC Interest Demand Note.
"TMCC PRINCIPAL DEMAND NOTES" means the TMCC Demand Notes in which amounts
in the 1997-A SUBI Certificateholders' Account in respect of principal on the
1997-A SUBI Assets is invested; each TMCC Principal Demand Note shall mature on
the Business Day preceding the Targeted Maturity Date with respect to the Class
as to which such principal is allocable.
"TRANSFER DATE" means any of the one or more Business Days during the
Revolving Period selected by the Servicer each month on which the Servicer will
direct the Titling Trustee to reinvest Principal Collections and certain
reimbursed Loss Amounts in Subsequent Contracts and Subsequent Leased Vehicles.
"TRANSFEROR" means TLI, in its capacity as transferor under the 1997-A
Securitization Trust Agreement, and each successor thereto in the same capacity
pursuant to the 1997-A Securitization Trust Agreement.
"TRANSFEROR AMOUNTS" means, with respect to any Monthly Allocation Date,
amounts available for distribution to the Transferor in respect of the
Transferor Distributable Amount for such Monthly Allocation Date that are
instead distributed pursuant to Section 3.01(e) of the 1997-A Securitization
Trust Agreement because of an insufficiency in the amount of Available Interest
and the Reserve Fund Withdrawal Amount available to make such distributions on
such Monthly Allocation Date (as determined pursuant to Section 3.01(e) of the
1997-A Securitization Trust Agreement).
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"TRANSFEROR CERTIFICATE" means the Certificate executed and authenticated
by the 1997-A Securitization Trustee in substantially the form set forth in the
1997-A Securitization Trust Agreement.
"TRANSFEROR DISTRIBUTABLE AMOUNT" means, with respect to any Monthly
Allocation Date, the sum of the Transferor Principal Distributable Amount and
the Transferor Interest Distributable Amount.
"TRANSFEROR INTEREST" means, as of any date, an amount equal to (i) the
Aggregate Net Investment Value less (ii) the Certificate Balance.
"TRANSFEROR INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Monthly Allocation Date, the amount equal to the Transferor Percentage (with
respect to Interest Collections) of all Interest Collections collected during or
received in respect of the related Collection Period allocable to the 1997-A
SUBI, less the Transferor Percentage of Capped Securitization Trust
Administrative Expenses, Uncapped Securitization Trust Administrative Expenses,
Capped Titling Trust Administrative Expenses, Uncapped Titling Trust
Administrative Expenses and Capped Contingent and Excess Liability Premiums.
"TRANSFEROR PERCENTAGE" means, with respect to Interest Collections and
Principal Collections allocable to the 1997-A SUBI, respectively, received in or
with respect to any Collection Period, 100% minus the Investor Percentage as
applied for such Collection Period with respect to such items, respectively.
"TRANSFEROR PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Monthly Allocation Date related to a Collection Period in the Amortization
Period, the amount equal to the Transferor Percentage (with respect to Principal
Collections) of all Principal Collections collected during or received in
respect of the related Collection Period allocable to the 1997-A SUBI.
"UNALLOCATED PRINCIPAL COLLECTIONS" means, with respect to any Monthly
Allocation Date, the amount of any Principal Collections that normally would be,
but are not, distributed to the Transferor on such Monthly Allocation Date
pursuant to the 1997-A Securitization Trust Agreement because the Transferor
Interest is less than or equal to zero. Such amounts will be retained in the
1997-A SUBI Collection Account until (a) applied to cover interest shortfalls,
Loss Amounts or Certificate Principal Loss Amounts allocable to the
Certificates, (b) the Certificates are paid in full (in which case such amounts
will be released to the Transferor or (c) the Transferor Interest again exceeds
zero (in which case such amounts will again be releasable as Transferor
Amounts).
"UNCAPPED SECURITIZATION TRUST ADMINISTRATIVE EXPENSES" with respect to any
Monthly Allocation Date will equal-one twelfth of the aggregate amounts
sufficient to pay the 1997-A Securitization Trustee's compensation and other
Administrative Expenses with respect to the 1997-A Securitization Trust payable
or reimbursable thereto on such Monthly Allocation Date under the 1997-A
Securitization Trust Agreement, including those due under Section 6.05 of the
1997-A
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Securitization Trust Agreement, not subject to the limitations set forth in the
definition of Capped Securitization Trust Administrative Expenses.
"UNCAPPED TITLING TRUST ADMINISTRATIVE EXPENSES" with respect to any
Monthly Allocation Date will equal-one twelfth of the aggregate amounts
sufficient to pay the Titling Trustee's compensation and other Administrative
Expenses with respect to the Titling Trust allocable to the 1997-A SUBI and
payable or reimbursable thereto on such Monthly Allocation Date under the 1997-A
Securitization Trust Agreement, including those due under Section 6.13 of the
Titling Trust Agreement not subject to the limitations set forth in the
definition of Capped Titling Trust Administrative Expenses.
"UNINVESTED PRINCIPAL COLLECTIONS" means, as of the end of the Revolving
Period, any Principal Collections with respect to the Revolving Period (or
amounts treated as Principal Collections pursuant to Section 3.01(b) of the
1997-A Securitization Trust Agreement) then on deposit in the 1997-A SUBI
Collection Account that have not been reinvested in Subsequent Contracts and
Subsequent Leased Vehicles as contemplated by Section 3.02 of the 1997-A
Servicing Supplement.
"U.S. BANK" means U.S. Bank National Association, formerly known as First
Bank National Association.
"VOTING INTEREST" means, as to an Investor Certificate of any Class, the
percentage obtained by dividing the portion of the related Class Certificate
Balance allocable to such Investor Certificate by the Certificate Balance (or by
the Class A Certificate Balance, the Class A-1 Certificate Balance, the Class
A-2 Certificate Balance, the Class A-3 Certificate Balance or the Class B
Certificate Balance, as the context may require); provided, however, that where
the Voting Interest is relevant in determining whether the vote of the requisite
percentage of Investor Certificateholders necessary to effect any consent,
waiver, request or demand shall have been obtained, the aggregate Voting
Interest shall be deemed to be reduced by the amount equal to the Voting
Interest (without giving effect to this provision) represented by the interests
evidenced by any such Investor Certificate that is registered in the name of
TLI, TMCC or any Person controlling, controlled by or under common control with
TLI or TMCC.
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