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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
and,
[_________________________],
as 1998-B Securitization Trustee
1998-B SUBI SUPPLEMENT
TO
AMENDED AND RESTATED
TRUST AND SERVICING AGREEMENT
Dated as of [___________], 1998
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TABLE OF CONTENTS
ARTICLE XIV [RESERVED]. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE XV DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
15.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE XVI CREATION AND TERMINATION OF TRUST INTERESTS . . . . . . . . . . . 3
16.1 Initial Creation of 1998-B SUBI Sub-Trust and 1998-B SUBI. . . . . . 3
16.2 Rights in Respect of 1998-B SUBI . . . . . . . . . . . . . . . . . . 5
16.3 Issuance and Form of SUBI Certificates . . . . . . . . . . . . . . . 5
16.4 Filings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
16.5 Termination of 1998-B SUBI . . . . . . . . . . . . . . . . . . . . . 7
16.6 Representations and Warranties of Titling Trustee. . . . . . . . . . 7
16.7 Resignation or Removal of Titling Trustee. . . . . . . . . . . . . . 7
ARTICLE XVII ACCOUNTS; CASH FLOWS; PERMITTED INVESTMENTS. . . . . . . . . . . 7
17.1 1998-B SUBI Collection Account . . . . . . . . . . . . . . . . . . . 7
17.2 1998-B SUBI Lease Funding Account. . . . . . . . . . . . . . . . . . 9
17.3 Investment Gains and Losses. . . . . . . . . . . . . . . . . . . . .10
17.4 Rebalancing After Third-Party Claim. . . . . . . . . . . . . . . . .10
ARTICLE XVIII MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . . .11
18.1 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . .11
18.2 Effect of 1998-B SUBI Supplement on Titling Trust Agreement. . . . .11
18.3 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
18.4 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
18.5 Severability of Provisions . . . . . . . . . . . . . . . . . . . . .12
18.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
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EXHIBITS
ANNEX OF SUPPLEMENTAL DEFINITIONS. . . . . . . . . . . . . . . . . . . . Annex I
EXHIBIT A Form of 1998-B SUBI Certificate. . . . . . . . . . . . . . . . . A-1
EXHIBIT B Form of 1998-B SUBI Insurance Certificate. . . . . . . . . . . . B-1
SCHEDULE I Schedule of 1998-B Contracts and 1998-B
Leased Vehicles as of the Cutoff Date. . . . . . . . . . . . . . S-1
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1998-B SUBI SUPPLEMENT TO
AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT
1998-B SUBI SUPPLEMENT TO AMENDED AND RESTATED TRUST AND SERVICING
AGREEMENT, dated and effective as of [___________], 1998, among TOYOTA MOTOR
CREDIT CORPORATION, a California corporation (in its capacities as Grantor, UTI
Beneficiary and Servicer, respectively), TMTT, INC., as Titling Trustee, for the
limited purposes of acknowledging the provisions of Sections 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, and for the limited purposes of the provisions of
Sections 17.01, 17.02, 17.03, and the rights under 18.03,
[_________________________], in its capacity as 1998-B Securitization Trustee.
RECITALS
A. The Grantor, 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 in connection
with any such allocation the Titling Trustee shall create a SUBI and issue
to, or to the order of, the UTI Beneficiary one or more SUBI Certificates
evidencing such 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 to be
designated the 1998-B SUBI Portfolio and allocate the related Titling Trust
Assets to the related 1998-B SUBI Sub-Trust, to create the related 1998-B SUBI
and to create and issue to or to the order of the UTI Beneficiary (i) a 1998-B
SUBI Certificate, evidencing beneficial interests in the assets of the 1998-B
SUBI other than the proceeds of the Residual Value Insurance Policies and (ii) a
1998-B SUBI Insurance Certificate, evidencing beneficial interests in the assets
of the 1998-B SUBI that are proceeds of the Residual Value Insurance Policies
insofar as such policies relate to the 1998-B Leased Vehicles and the 1998-B
Contracts, and to set forth the terms and conditions thereof. It is the
intention of the parties hereto that the 1998-B SUBI Certificate and the 1998-B
SUBI Insurance Certificate collectively represent 100% of the beneficial
interests in the 1998-B SUBI.
D. The parties hereto desire to supplement the terms of the Titling Trust
Agreement relating to the establishment of the 1998-B SUBI Collection Account.
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E. The parties hereto desire that, concurrently herewith,
[_________________________], as securities intermediary (as defined in Section
8-102 of the UCC in effect on the date hereof in the State of New York (the "New
York UCC")) (in such capacity, the "SUBI Securities Intermediary"), establish a
securities account (as defined in Section 8-501 of the New York UCC) in the name
of and for the benefit of TMCC (the "TMCC SUBI Securities Account") pursuant to
that certain TMCC SUBI Account Control Agreement dated as of [___________],
1998, between TMCC and the SUBI Securities Intermediary, ("Account Control
Agreement") into which the 1998-B SUBI Certificate and the 1998-B SUBI Insurance
Certificate will initially be transferred and held until such time as TMCC
directs the SUBI Securities Intermediary to debit the TMCC SUBI Securities
Account to reflect the transfer of the 1998-B SUBI Certificate and/or the 1998-B
SUBI Insurance Certificate, pursuant to a financing transaction.
F. Concurrently herewith, the Titling Trustee, on behalf of the Titling
Trust, and the Servicer also will enter into the 1998-B 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 1998-B SUBI
created hereby.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and in the Titling Trust Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
each party hereto, the parties hereto agree to the following supplemental
obligations and provisions with regard to the 1998-B SUBI Sub-Trust:
ARTICLE XIV
[RESERVED]
ARTICLE XV
DEFINITIONS
15.01 DEFINITIONS. For all purposes of this 1998-B 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 attached to the Titling Trust
Agreement or in the Annex of Supplemental Definitions attached hereto for all
purposes of this 1998-B SUBI Supplement. In the event of any conflict between a
definition set forth both in the Annex of Definitions and in the Annex of
Supplemental Definitions, the definition set forth in the Annex of Supplemental
Definitions shall prevail. In the event of any conflict between a definition
set forth both herein and in the Annex of Definitions or Annex of Supplemental
Definitions, the definitions set forth herein shall prevail. All terms used in
this 1998-B 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 1998-B SUBI Supplement as a whole and not to any particular
article or section within this 1998-B 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
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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
16.01 Initial Creation of 1998-B SUBI Sub-Trust and 1998-B 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 "1998-B 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 1998-B SUBI Sub-Trust pursuant to Section
3.02(a) of the 1998-B Servicing Supplement.
The assets of the 1998-B 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 Cutoff Date, including the related rights of
the Titling Trust as lessor under such Contracts, having an Aggregate Net
Investment Value as of the Cutoff Date of $[_____________] and those Contracts
allocated to the 1998-B SUBI Sub-Trust pursuant to Section 3.02(a) of the 1998-B
Servicing Supplement; (ii) the related Leased Vehicles and all proceeds thereof,
including each Certificate of Title and the Booked 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) including as proceeds of 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 and, with respect
to the Residual Value Insurance Policies, net of any loss adjustment expenses
that may be offset against such proceeds pursuant to the terms of such Residual
Value Insurance Policies relating thereto) 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 other rights under or
other proceeds of any Insurance Policy 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 and, with respect
to the Residual
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Value Insurance Policies net of any loss adjustment expenses that may be
offset against such proceeds pursuant to the terms of such Residual Value
Insurance Policies); (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 1998-B
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 arising on or after the Cutoff Date.
Based upon their identification and allocation by the Servicer pursuant to
the 1998-B Servicing Supplement, the Titling Trustee hereby identifies and
allocates as 1998-B 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 1998-B SUBI Asset to be identified on the
books and accounts of the Titling Trust as belonging to the 1998-B SUBI
Portfolio.
(b) Pursuant to Section 3.01(c) of the Titling Trust Agreement, the
Titling Trustee hereby creates the 1998-B SUBI Sub-Trust and the 1998-B SUBI.
The 1998-B SUBI shall represent a specific undivided beneficial interest solely
in the 1998-B SUBI Sub-Trust and the 1998-B 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 1998-B SUBI Sub-Trust and of the terms and provisions of
this 1998-B SUBI Supplement and of the related Securitized Financing and (ii)
as of the date hereof, and after giving effect to the creation of the 1998-B
SUBI Sub-Trust pursuant to Section 16.01(b), the issuance of the 1998-B SUBI
Certificate and 1998-B SUBI Insurance Certificate pursuant to Section
16.03(a), the transfer to, or to the order of, the UTI Beneficiary of the
1998-B SUBI Certificate and the 1998-B SUBI Insurance Certificate pursuant to
Section 16.03(b) and the Account Control Agreement specified in recital E
herein, and the application by the UTI Beneficiary of any net proceeds from
any Securitized Financing involving the 1998-B SUBI, the 1998-B SUBI
Certificate and/or the 1998-B SUBI Insurance 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 the
1998-B SUBI Certificate and the 1998-B SUBI Insurance Certificate are held or
beneficially owned by a single Person, or by two or more Persons that are
treated as a single Person for federal income tax purposes, the 1998-B 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 1998-B SUBI Certificate and the 1998-B SUBI Insurance Certificate
are held or beneficially owned by two or more Persons that are not treated as
a single Person for federal income tax purposes, the parties hereto intend
that the 1998-B SUBI 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 1998-B SUBI Sub-Trust shall not elect to be treated as an
association under Section 301.7701-
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3(a) of the regulations of the United States Department of the Treasury for
federal income tax purposes.
(e) Each Beneficiary of the 1998-B SUBI Certificate and/or the
1998-B SUBI Insurance Certificate shall at all times maintain a minimum net
worth (excluding the value of the 1998-B SUBI Certificate and the 1998-B
Insurance Certificate held thereby and the value of any assets of the 1998-B
Securitization Trust established pursuant to the 1998-B Securitization Trust
Agreement) equal to at least $100,000; provided that such minimum net worth
requirement shall not apply to the 1998-B Securitization Trust or the 1998-B
Securitization Trustee.
16.02 RIGHTS IN RESPECT OF 1998-B SUBI.
Each holder of the 1998-B SUBI Certificate (including the 1998-B
Securitization Trustee, on behalf of the Holders of the securities issued by the
1998-B Securitization Trust, after the transfer of the 1998-B SUBI Certificate
by the UTI Beneficiary to the Transferor and the subsequent transfer of the
1998-B SUBI Certificate by the Transferor to the 1998-B Securitization Trustee,
on behalf of the 1998-B Securitization Trust) and the 1998-B SUBI Insurance
Certificate is a third-party beneficiary of the Titling Trust Agreement and this
1998-B SUBI Supplement, insofar as they apply to the 1998-B SUBI and the holder
of the 1998-B SUBI Certificate or the 1998-B SUBI Insurance 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 1998-B
Securitization Trustee as holder of the 1998-B SUBI Certificate acting at its
own instigation or upon the instruction of Investor Certificateholders pursuant
to the terms of Section 6.15 of the 1998-B Securitization Trust Agreement.
16.03 ISSUANCE AND FORM OF SUBI CERTIFICATES.
(a) The 1998-B SUBI shall be represented by two SUBI Certificates to
be issued hereunder: (i) the 1998-B SUBI Certificate, evidencing beneficial
interests in the assets of the 1998-B SUBI other than proceeds of the Residual
Value Insurance Policies; and (ii) the 1998-B SUBI Insurance Certificate,
evidencing beneficial interests in the assets of the 1998-B SUBI that are
proceeds of the Residual Value Insurance Policies insofar as such Insurance
Policies relate to the 1998-B Leased Vehicles and the 1998-B Contracts. The
1998-B SUBI Certificate and 1998-B SUBI Insurance Certificate collectively
represent 100% of the beneficial interests in the 1998-B SUBI and the assets of
the 1998-B SUBI Sub-Trust. The Titling Trustee is hereby instructed to issue
the 1998-B SUBI Certificate and the 1998-B SUBI Insurance Certificate
substantially in the forms of Exhibits A and B attached hereto, with 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 UTI Beneficiary.
The 1998-B SUBI Certificate and the 1998-B SUBI Insurance 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. The Titling Trustee is
hereby directed to issue and register the 1998-B
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SUBI Certificate and the 1998-B SUBI Insurance Certificate in the name of the
SUBI Securities Intermediary in such capacity, on behalf of and for the
benefit of TMCC, and to deliver such SUBI Certificates on the Closing Date to
the SUBI Securities Intermediary upon the order of TMCC.
(b) The 1998-B SUBI Certificate and 1998-B SUBI Insurance
Certificate initially shall be held in the TMCC SUBI Securities Account.
(c) TMCC shall direct the SUBI Securities Intermediary in writing
to effect the transfer of the 1998-B SUBI Certificate and the 1998-B SUBI
Insurance Certificate to the TLI SUBI Securities Account. Thereafter, TLI
shall direct the SUBI Securities Intermediary in writing to effect the
transfer of the 1998-B SUBI Certificate to the 1998-B SUBI Securities
Account. TLI shall not transfer the 1998-B SUBI Insurance Certificate in
connection with this transfer of the 1998-B SUBI Certificate.
(d) Pursuant to Section 3.01(g) of the Titling Trust Agreement,
the 1998-B SUBI Certificate may not be transferred or assigned except as
provided in connection with the termination of the 1998-B Securitization
Trust pursuant to Section 7.02 or 8.02 of the 1998-B Securitization Trust
Agreement, in each case subject to the assignee or pledgee (x) giving a
non-petition covenant substantially similar to that set forth in Section 6.14
of the Titling Trust Agreement, and (y) executing 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 1998-B SUBI Certificate
itself). Notwithstanding the foregoing, the 1998-B SUBI Certificate may, at
any time, be transferred or assigned to TLI, TMCC, or any of their respective
affiliates.
The 1998-B SUBI Insurance Certificate shall not be transferred or
assigned except to a transferee or assignee who is (i) the holder of the
1998-B SUBI Certificate on the date of such transfer or (ii) TMCC, TLI or any
of their respective affiliates.
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 1998-B SUBI Assets to the 1998-B
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,
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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.
16.05 TERMINATION OF 1998-B SUBI.
In connection with any purchase by the Transferor of the Investor
Certificateholders' interest in the corpus of the 1998-B Securitization Trust
pursuant to Section 7.02 of the 1998-B Securitization Trust Agreement, and
the succession thereof to all of the interest in the 1998-B SUBI and 1998-B
SUBI Certificate, should all of the interest in the 1998-B SUBI thereafter be
transferred to the UTI Beneficiary, whether by sale or otherwise, then, upon
the direction of the UTI Beneficiary, the 1998-B SUBI shall be terminated,
the 1998-B SUBI Certificate and the 1998-B SUBI Insurance Certificate shall
be returned to the Titling Trustee and canceled thereby, and the Titling
Trustee, at the direction of the Servicer, shall reallocate all 1998-B
Contracts, 1998-B Leased Vehicles and related 1998-B SUBI Assets to the UTI
Sub-Trust.
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 1998-B
SUBI Supplement and on which each of their permitted assignees and pledgees, and
each pledgee or holder of the 1998-B SUBI Certificate and the 1998-B SUBI
Insurance Certificate (and each Beneficiary of the 1998-B SUBI Certificate and
the 1998-B SUBI Insurance Certificate ) may rely.
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 1998-B Securitization Trust.
ARTICLE XVII
ACCOUNTS; CASH FLOWS; PERMITTED INVESTMENTS
17.01 1998-B SUBI COLLECTION ACCOUNT.
(a) The 1998-B Securitization Trustee shall establish in its name,
and maintain with respect to the 1998-B SUBI, the 1998-B SUBI Collection
Account for the benefit of (a) the Beneficiaries of the 1998-B SUBI
Certificate, (b) the Beneficiaries of the 1998-B SUBI Insurance Certificate
to the extent proceeds of the Residual Value Insurance Policies are deposited
therein, and (c) to the extent provided below, the Titling Trustee, which
account shall constitute a SUBI Collection Account. The 1998-B SUBI
Collection Account initially shall be established with
[_________________________], as 1998-B Securitization Trustee, and at all
times shall be an Eligible Account. In the event that the institution
maintaining the 1998-B SUBI Collection Account no longer meets the
requirements stated in the definition of Eligible
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Account, then the Servicer shall, with the 1998-B Securitization Trustee's
assistance as necessary, cause the 1998-B SUBI Collection Account to be moved
to a bank or trust company that satisfies those requirements. In connection
with the termination of the 1998-B Securitization Trust pursuant to Article
VII of the 1998-B Securitization Trust Agreement, the 1998-B Securitization
Trustee may transfer the 1998-B SUBI Collection Account to the Trust Agent.
The 1998-B SUBI Collection Account shall relate solely to the 1998-B SUBI and
the 1998-B SUBI Sub-Trust, and funds therein shall not be commingled with any
other monies, except as otherwise provided for or contemplated in Article VII
of the Titling Trust Agreement as supplemented by this 1998-B SUBI Supplement
or the 1998-B Servicing Supplement. All amounts held in the 1998-B SUBI
Collection Account shall be invested in Permitted Investments until
distributed or otherwise applied in accordance with Article V of the Titling
Trust Agreement or Sections 17.01(b), 17.01(c), 17.01(d), 17.02, 17.03 or
17.04 of this 1998-B SUBI Supplement. The Titling Trustee shall be a
beneficiary of the SUBI Collection Account only to the extent that amounts
described in Sections 7.01(c) and 7.03 of the Titling Trust Agreement are not
paid or reimbursed to the Titling Trustee, pursuant to such sections from a
Lease Funding Account; any such amounts shall be withdrawn from the 1998-B
SUBI Collection Account only for such purposes and only to the extent set
forth in Section 3.01 of the 1998-B Securitization Trust Agreement, or as set
forth in this Section 17.01(a) if the 1998-B SUBI Collection Account has been
transferred to the Trust Agent.
(b) The Servicer shall deposit into the 1998-B SUBI Collection
Account all amounts collected or received in respect of the 1998-B Contracts
and 1998-B Leased Vehicles (in each case exclusive of the proceeds of any
Residual Value Insurance Policies and amounts reinvested or to be reinvested
in Subsequent Contracts) and any Maturity Advance received from the
Transferor on or before the Deposit Date relating to each Collection Period
except as otherwise specified herein or in the 1998-B Servicing Supplement
(in connection with any failure to satisfy the Monthly Remittance
Conditions). Amounts so deposited will be applied by the 1998-B
Securitization Trustee or by the Servicer as specified in the 1998-B
Securitization Trust Agreement and the 1998-B Servicing Supplement.
It is the intent of the parties hereto that the proceeds of the Residual
Value Insurance Policies applicable to the 1998-B Leased Vehicles and the
1998-B Contracts will be payable by the Servicer (or the insurer under the
Residual Value Insurance Policies) directly to the holder of the 1998-B SUBI
Insurance Certificate and will not under any circumstances be subject to the
lien of the 1998-B Securitization Trust Agreement. If, notwithstanding the
foregoing, any such amounts are in fact deposited in any SUBI Account or
other account established by the Titling Trustee or the 1998-B Securitization
Trustee, then such amounts will be distributed to the holder of the 1998-B
SUBI Insurance Certificate by the Titling Trustee or the 1998-B
Securitization Trustee, as the case may be, on the next succeeding Monthly
Allocation Date at the written direction of the Servicer.
(c) Principal Collections and Interest Collections (which amounts
are exclusive of proceeds of the Residual Value Insurance Policies) that are
to be reinvested in Subsequent Contracts and Subsequent Leased Vehicles to be
included in the 1998-B SUBI Sub-Trust during the Revolving Period that are
not deposited into the 1998-B SUBI Collection
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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 1998-B Servicing
Supplement.
(d) 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 (which amounts are exclusive
of proceeds of the Residual Value Insurance Policies) into the 1998-B SUBI
Collection Account within two Business Days of its receipt thereof as set
forth in Section 4.02 of the 1998-B Servicing Supplement, and such amounts
will thereafter be applied as described in Section 3.02 of the 1998-B
Servicing Supplement and Section 17.02 hereof, insofar as they are to be
reinvested in Subsequent Contracts and Subsequent Leased Vehicles, or
pursuant to Section 3.01 of the 1998-B Securitization Trust Agreement, as
appropriate.
17.02 1998-B 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 1998-B SUBI the 1998-B SUBI Lease Funding Account in the
name of the Titling Trustee, which account shall constitute a SUBI Lease
Funding Account; only in the event that the Monthly Remittance Conditions are
no longer satisfied. Such account shall be for the benefit of the
Beneficiaries of the 1998-B SUBI Certificate and 1998-B SUBI Insurance
Certificate (in the event that amounts relating to the Residual Value
Insurance Policies represented by the 1998-B SUBI Insurance Certificate are
in fact deposited in the 1998-B Lease Funding Account rather than paid
directly to the Holder of the 1998-B SUBI Insurance Certificate, as provided
in Section 17.01(b) hereof). Any such 1998-B 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 1998-B SUBI Lease Funding Account to be moved to a bank or trust
company that satisfies those requirements. The 1998-B SUBI Lease Funding
Account shall relate solely to the 1998-B SUBI and the 1998-B SUBI Portfolio,
and funds therein shall not be commingled with any other monies, except as
otherwise provided for or contemplated in the Titling Trust Agreement as
supplemented by this 1998-B SUBI Supplement or the 1998-B Servicing
Supplement. All amounts held in the 1998-B SUBI Lease Funding Account shall
be invested in Permitted Investments until distributed or otherwise applied
in accordance with the Titling Trust Agreement, this 1998-B SUBI Supplement
or the 1998-B Servicing Supplement. All transfers of funds into and out of
the 1998-B 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
1998-B 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 1998-B SUBI Collection Account or 1998-B SUBI Lease Funding
Account.
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17.03 INVESTMENT GAINS AND LOSSES.
Except as otherwise provided herein, all or a portion of the funds
deposited into the 1998-B SUBI Accounts and the Lease Funding Account shall
be separately invested by the Titling Trustee or the 1998-B Securitization
Trustee, as applicable, from time to time at the written direction of the
Servicer, in any Permitted Investments. All income, gain or loss from
investment of monies in the 1998-B SUBI Lease Funding Account shall be for
the account of the Servicer and credited or debited, as the case may be, from
such account; provided, that, each such investment shall be made in the name
of the Titling Trustee on behalf of the Titling Trust, 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
and credited or debited, as the case may be, from such account; provided,
that, each such investment shall be made in the name of the Titling Trustee
on behalf of the Titling Trust, its nominee or its Financial Intermediary.
If at any time the Servicer shall not have given the Titling Trustee a timely
written investment directive with respect to the Lease Funding Account or the
1998-B Lease Funding Account, the Titling Trustee shall invest and reinvest
any monies in such account(s) in a mutual fund offered by the 1998-B
Securitization Trustee or an affiliate of the 1998-B Securitization Trustee,
each of which meet the requirements of clause (i) of the definition of
Permitted Investments, or of the Trust Agent or another affiliate of the
Titling Trustee, each of which meet the requirements of clause (i) of the
definition of Permitted Investments. All income gain or loss from investment
of monies in the 1998-B SUBI Certificateholders' Account shall be for the
account of the Certificateholders and credited or debited, as the case may
be, from such account(s) provided that each such investment shall be made in
the name of the 1998-B Securitization Trustee on behalf of the 1998-B
Securitization Trust, its nominee or its Financial Intermediary. All income
gain or loss from investment of monies in the 1998-B SUBI Collection Account
shall be for the account of the Servicer and credited and debited, as the
case may be, from such account; provided, that, each such investment shall be
made in the name of the 1998-B Securitization Trustee on behalf of the 1998-B
Securitization Trust, its nominee or Financial Intermediary. If at any time
the Servicer shall not have given the 1998-B Securitization Trustee a timely
written investment directive with respect to the 1998-B SUBI
Certificateholders Account or the 1998-B SUBI Collection Account, the 1998-B
Securitization Trustee shall invest and reinvest any monies in such
account(s) in a mutual fund offered by the 1998-B Securitization Trustee or
an affiliate of the 1998-B Securitization Trustee, each of which meet the
requirements of clause (i) of the definition of Permitted Investments. The
1998-B Securitization Trustee shall not be liable for the selection of
investments or for investment losses incurred thereon in accordance with the
instructions of the Servicer or as otherwise specified in this Section 17.03.
The 1998-B Securitization Trustee shall have no liabilities in respect of
losses incurred as a result of the liquidation of any investment prior to its
stated maturity or the failure of the Servicer to provide timely written
investment direction.
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,
10
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
1998-B SUBI Sub-Trust, such that each shall bear the expense of such Claim as
nearly as possible as if the burden thereof had been allocated as provided in
Section 3.04 of the Titling Trust Agreement.
ARTICLE XVIII
MISCELLANEOUS PROVISIONS
18.01 GOVERNING LAW.
This 1998-B 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, except for the rights, privileges, duties,
liabilities and immunities of the 1998-B Securitization Trustee which shall
be governed by and construed in accordance with the internal laws of the
state of New York without regard to any otherwise applicable principles of
conflicts of laws.
18.02 EFFECT OF 1998-B 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 1998-B SUBI Supplement and the
Titling Trust Agreement with respect to the 1998-B SUBI, the provisions of
this 1998-B SUBI Supplement shall prevail.
(b) For purposes of determining the parties' obligations
under this 1998-B SUBI Supplement with respect to the 1998-B SUBI, general
references in the Titling Trust Agreement to: (i) a SUBI Account shall be
deemed to refer more specifically to a 1998-B SUBI Account; (ii) a SUBI Asset
shall be deemed to refer more specifically to a 1998-B SUBI Asset; (ii) an
appropriate or applicable SUBI Collection Account shall be deemed to refer
more specifically to the 1998-B SUBI Collection Account; (iv) an appropriate
or applicable SUBI Lease Funding Account shall be deemed to refer more
specifically to a 1998-B SUBI Lease Funding Account; (v) a SUBI Sub-Trust or
SUBI Portfolio shall be deemed to refer more specifically to the 1998-B SUBI
Sub-Trust or 1998-B SUBI Portfolio, as the case may be; (vi) a SUBI
Supplement shall be deemed to refer more specifically to this 1998-B SUBI
Supplement; and (vii) a SUBI Servicing Supplement shall be deemed to refer
more specifically to the 1998-B Servicing Supplement.
18.03 AMENDMENT.
(a) The 1998-B SUBI Supplement and the Titling Trust
Agreement may be amended from time to time, to the extent such amendment
applies to or affects only the 1998-B
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SUBI or the Beneficiaries of the 1998-B SUBI Certificate and 1998-B SUBI
Insurance Certificate, by a writing signed by the Titling Trustee, the UTI
Beneficiary, each 1998-B 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 1998-B
Securitization Trustee and upon prior written notice to each Rating Agency
that includes the substance of the proposed amendment. Any amendment of the
Titling Trust Agreement that applies to or affects the UTI or any Other SUBI
or any Beneficiary of the UTI or any Other SUBI in addition to this 1998-B
SUBI shall also be subject to the foregoing provisions of this Section 18.03.
Notwithstanding the foregoing, this Section 18.03 does not modify or
supersede any provision in the Titling Trust Agreement. Without limiting the
foregoing, any amendment of the Titling Trust Agreement or any other SUBI
Supplement that neither applies to nor affects the 1998-B SUBI, the 1998-B
SUBI Portfolio or the Beneficiaries of the 1998-B SUBI Certificate and 1998-B
SUBI Insurance Certificate shall not require the consent of the Beneficiaries
of the 1998-B SUBI Certificate, the 1998-B SUBI Insurance Certificate or of
the 1998-B Securitization Trustee.
18.04 NOTICES.
The notice provisions of the Titling Trust Agreement shall apply equally
to this Supplement; provided, that, any notice to the 1998-B Securitization
Trust or the 1998-B Securitization Trustee shall be addressed as follows:
[_________________________]
[_________________________]
[_________________________]
Attention: [______________________]
A copy of each notice or other writing required to be delivered to the
Titling Trustee pursuant to the Titling Trust Agreement or this 1998-B SUBI
Supplement shall be addressed and delivered as follows:.
U.S. Bank National Association
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Toyota Auto Lease Trust 1998-B
A copy of each notice or other writing required to be delivered to the
Titling Trustee pursuant to the Titling Trust Agreement shall also be
delivered to the 1998-B Securitization Trustee insofar as it relates to the
1998-B Securitization Trust.
18.05 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms of
this 1998-B SUBI Supplement shall be for any reason whatsoever held invalid,
then such covenants,
12
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this 1998-B SUBI Supplement and
shall in no way affect the validity or enforceability of the other provisions
of this 1998-B SUBI Supplement or of the 1998-B SUBI Certificate or the
1998-B SUBI Insurance Certificate 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 1998-B SUBI Supplement invalid or
unenforceable in any respect.
18.06 COUNTERPARTS.
This 1998-B 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 1998-B SUBI Supplement to be duly executed by their
respective officers as of the day and year first above written.
TOYOTA MOTOR CREDIT CORPORATION,
as Grantor, Servicer and UTI Beneficiary
By: ______________________________
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President and
General Manager
TMTT, INC.,
as Titling Trustee
By: ______________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President and Assistant
Secretary
U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent
By: ______________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
[_________________________],
as 1998-B Securitization Trustee and SUBI
Securities Intermediary
By: ______________________________
Name:
Title:
ANNEX OF DEFINITIONS
Unless otherwise specified in the agreement to which this Annex of
Definitions is attached or which refers to this Annex of 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.
"ADMINISTRATIVE EXPENSE" means any reasonable administrative cost or
expense associated with any relevant Securitization Trust and the Titling Trust,
as the context indicates, including reasonable fees and expenses of attorneys
and accountants.
"ADMINISTRATIVE LIEN" means any first lien specified upon any Certificate
of Title as deemed necessary and useful by the Servicer or the UTI Beneficiary
to provide for delivery of title documentation to the Titling Trustee or its
designee.
"ADMINISTRATIVE LIENHOLDER" means the Person or Persons identified as such
from time to time to the Titling Trustee by the Servicer and in whose name one
or more Administrative Liens are specified on Certificates of Title.
"ADVANCE" if a Transaction Document specifies that Advances are to be made,
unless otherwise provided in such Transaction Document, means an advance to be
made by the Servicer on the date specified in such Transaction Document in
respect of the related SUBI Collection Period and with respect to each
outstanding Contract that is included in the related SUBI Portfolio as to which
the scheduled Monthly Payment is delinquent or as to which payments have been
deferred by the Servicer which deferrals have resulted in any diminution of the
amount of Collections received in connection therewith relative to the
originally scheduled Monthly Payments, each such advance to be in an amount
equal to the aggregate amount of the Monthly Payments due thereon during such
SUBI Collection Period but not received during such SUBI Collection Period.
"AFFECTED TRUST ASSETS" means a discrete Titling Trust Asset or group of
Titling Trust Assets impacted by any Liability (including contract, tort or tax
claims relating to one or more specific Contracts or Leased Vehicles) as
described in Section 3.04 of the Titling Trust Agreement.
"AFFILIATE" means, as to any Person, any other Person that (i) directly or
indirectly controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any employee benefit plan) or (ii) is an officer or director of
such Person. A Person shall be deemed to be "controlled by" any other Person if
such other Person possesses, directly or indirectly, power (x) to vote 5% or
more of the securities (on a fully diluted basis) having ordinary voting power
for the election of directors or managing partners; or (y) to direct or cause
the direction of the management and policies of such Person whether by contract
or otherwise.
"AUTHORIZED NEWSPAPER" means a newspaper of general circulation in the
Borough of Manhattan, The City of New York, printed in the English language and
customarily published on each Business Day, whether or not published on
Saturdays, Sundays and holidays.
"BENEFICIARY" means the UTI Beneficiary or any holder of a UTI Certificate
or SUBI Certificate, including any trust formed with respect to a Securitized
Financing but excluding the Titling Trustee, any Trust Agent, or any trustee or
trust agent with respect to a Securitized Financing or UTI Pledge.
"BOOKED RESIDUAL VALUE" means the amount established at the origination of
the lease (based on documentation provided to the Dealers by TMCC) representing
the estimated wholesale market value at the Maturity Date of the related
Contract, each as set forth on the face of such Contract at the time of
origination including, and with respect to a Contract for which the Maturity
Date has been extended by the Servicer in connection with any extension or
deferral, means the value as set forth above reduced by payments in respect of
principal received during the extension period.
"BUSINESS DAY" means any day that is not a Saturday, Sunday or other day on
which banking institutions in Xxx Xxxx, Xxx Xxxx, Xxxxxxx, Xxxxxxxx or Los
Angeles, California are authorized or obligated by law, executive order or
governmental decree to be closed; provided, that, solely for purposes of
identifying any Certificate Payment Date with respect to the making of payments
on the Class A-1, Class A-2 and Class A-3 Certificates in any foreign
jurisdiction by a paying agent located therein, "Business Day" shall also
exclude any day on which banking institutions in such foreign jurisdiction are
authorized or obligated by law, regulation, governmental order or decree to be
closed, whether or not payments are made in any other city on such Certificates
on such date, but such date shall not be used for making any other determination
with respect to the assets of the Trust or the Certificates of any Class.
"CERTIFICATE OF TITLE" means a certificate of title or other evidence of
ownership of a Leased Vehicle issued by the Registrar of Titles in the
respective jurisdiction in which such Leased Vehicle is registered, which
Certificate of Title shall reflect as the owner of such Leased Vehicle "Toyota
Lease Trust", "TMTT, Inc., as Trustee of Toyota Lease Trust" or such other
similar designation as may be acceptable to any relevant Registrar of Titles.
"CERTIFICATE OF TRUST" means the Certificate of Trust for the Titling Trust
required to be filed with the office of the Secretary of State of the State of
Delaware pursuant to Section 3810 of the Delaware Act.
"CHARGED-OFF CONTRACT" means a Contract (a) with respect to which the
related Leased Vehicle has been repossessed and sold or otherwise disposed of or
(b) which has been written off by the Servicer in accordance with its normal
policies for writing off lease contracts other than with respect to
repossession.
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"CLAIMS" means any losses, liabilities and expenses (including reasonable
attorney's and other professional fees and expenses) incurred in connection with
reasonable collection efforts or the defense of any suit or action.
"CLASS" means all Certificates whose form is identical except for variation
in denomination, principal amount or owner.
"CLEARING AGENCY" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act.
"CLEARING AGENCY PARTICIPANT" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects
book-entry transfers and pledges of securities deposited with the Clearing
Agency.
"CLOSING DATE" means, with respect to any Securitized Financing, the date
specified as such in the related Transaction Documents.
"CODE" means the Internal Revenue Code of 1986, as amended.
"COLLECTION PERIOD" means, with respect to any Distribution Date, the
calendar month preceding such Distribution Date.
"COLLECTIONS" means, with respect to any Collection Period, all net
collections received in respect of the Contracts and Leased Vehicles during such
Collection Period, including Monthly Payments and 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 (ii) amounts retained by or paid to the Servicer in
respect of outstanding Advances and (iii) Additional Loss Amounts in respect of
such Collection Period.
"COMMISSION" means the Securities and Exchange Commission, and any
successor thereto.
"CONTINGENT AND EXCESS LIABILITY INSURANCE POLICIES" means, collectively,
the contingent liability insurance policies maintained or to be maintained by
TMCC providing coverage for bodily injury and property damage suffered by third
persons caused by the operation of any vehicle that is a Leased Vehicle, and
each of the excess liability insurance policies maintained or to be maintained
by TMCC with third party insurers providing excess insurance coverage as to such
liabilities.
"CONTRACT" means any of the fixed rate retail closed-end lease contracts
(and all proceeds thereof) originated in connection with the lease of the Leased
Vehicles that are or were originated by Dealers pursuant to and in conformity
with Dealer Agreements between such Dealers and the Titling Trust, the rights to
which have been assigned to the Titling Trust, or the Titling Trustee on behalf
of the Titling Trust, in accordance with such Dealer Agreements.
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"CONTRACT DOCUMENTS" means, with respect to each Contract, (i) the fully
executed Contract, (ii) the related Certificate of Title (or the application
therefor if the Certificate of Title has not been received), (iii) any written
agreements modifying such Contract (including any written extension thereof),
(iv) all related credit applications, factory invoices, Dealer worksheets,
written records of certification of information provided in the credit
application and odometer statements required by applicable law, (v) documents
related to the provision of insurance and (vi) all other documents relating to
such Contract and retained by the Servicer.
"CONTRACT RECORD" means all data maintained by the Servicer (including,
without limitation, computerized records), together with all operating software
and appropriate documentation, relating directly to or maintained in connection
with the servicing of the Contracts.
"CORPORATE TRUST OFFICE" means the office of the Titling Trustee or Trust
Agent, as indicated by the context. As of October 1, 1996, the Corporate Trust
Office is located at 000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000,
Attention: Toyota Lease Trust. After October 1, 1996, Corporate Trust Office
will mean the corporate trust office designated in writing to the Servicer and
to the Beneficiaries by the Titling Trustee, Trust Agent or any successor
thereto, as the case may be.
"CO-TRUSTEE AGREEMENT" means that Co-Trustee Agreement dated as of October
1, 1996, among TMCC, the Titling Trustee, the Trust Agent and Delaware Trust
Capital Management Inc., as Delaware Trustee.
"CREDIT AND COLLECTION POLICY" means those credit and collection policies
and practices of the Servicer, as applied by the Servicer, with respect to the
origination and servicing of Contracts and related Leased Vehicles as they may
be amended, supplemented, or modified by the Servicer from time to time.
"CURRENT CONTRACT" means a Contract that is not a Charged-off Contract, a
Matured Contract, a Liquidated Contract or an Additional Loss Contract.
"DEALER" means a motor vehicle dealer, located in a State permitted by the
Origination Criteria, that has entered into a Dealer Agreement.
"DEALER AGREEMENT" means that certain Retail Motor Vehicle Lease Agreement
substantially in the form to be attached as an exhibit to the UTI Supplement or
in such other form as may be approved from time to time entered into between the
Titling Trust and a Dealer setting forth the respective rights and obligations
of the Titling Trust and the Dealer, acting as an independent contractor, with
respect to the Dealer's entering into Contracts.
"DELAWARE ACT" means the Delaware Business Trust Act 12 Del. Code, Sections
3801 ET SEQ.
-4-
"DELAWARE TRUSTEE" means any trustee or co-trustee appointed as such by the
Titling Trustee pursuant to a co-trustee agreement for purposes of satisfying
the Delaware Act. Initially, the Titling Trustee will so appoint Delaware Trust
Capital Management, Inc.
"DELAWARE PARTNERSHIP ACTS" means the Delaware Revised Uniform Limited
Partnership Act and the Delaware Uniform Partnership Act, in each case as
amended.
"DETERMINATION DATE" means, with respect to any Distribution Date, the
second Business Day prior to such Distribution Date.
"DISCOUNTED CONTRACT" means any Contract that has a Lease Rate below the
Discount Rate specified in the Transaction Documents with respect to any
Securitized Financing.
"DISCOUNT RATE" means the discount rate specified in the Transaction
Documents with respect to any Securitized Financing.
"DISTRIBUTION DATE" means, with respect to the UTI and a Collection Period,
the twenty-fifth day of the following month, or if that day is not a Business
Day, the next Business Day, beginning with October 25, 1997.
"DTC" means The Depository Trust Company and its successors.
"DUE DATE" with respect to any Contract, means the monthly date specified
in such Contract on which the scheduled Monthly Payment is due.
"ELIGIBLE ACCOUNT" means (i) an account maintained with a federal or state
chartered depository or trust institution, the short-term unsecured debt
obligations of which have the Required Rating, (ii) a segregated trust account
maintained with a federal or state chartered depository or trust institution in
its corporate trust department or (iii) an account otherwise acceptable to each
Rating Agency without reduction or withdrawal of its rating of any related Rated
Certificates, as evidenced by a letter from each Rating Agency.
"ELIGIBLE CONTRACT" with respect to eligibility for origination in the name
of the Titling Trust, means a UTI Eligible Contract, and with respect to
eligibility for inclusion in any SUBI Sub-Trust means a UTI Eligible Contract
that also satisfies the definition of Eligible Contract applicable to such SUBI
Sub-Trust as set forth in the related SUBI Servicing Supplement.
"ELIGIBLE SERVICER" means TMCC or an entity that is servicing a portfolio
of automobile and/or light truck retail installment lease contracts, that is
legally qualified and has the capacity to service the Contracts and that has
demonstrated the ability to service a portfolio of similar lease contracts
professionally and competently in accordance with high standards of skill and
care.
-5-
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor statute of similar import, together
with the regulations thereunder, in each case as in effect from time to time.
References to sections of ERISA shall be construed to refer also to any
successor sections.
"ERISA AFFILIATE" means each person (as defined in Section 3(9) of ERISA)
which, together with the identified person, would be deemed to be a member of
the same "controlled group" within the meaning of Section 414(b), (c), (m) and
(o) of the Code or Section 4001 of ERISA.
"EXCESS FUNDS" means, as of any date, the amount of funds in the Lease
Funding Account or otherwise held by the Servicer or the Titling Trustee in
respect of the UTI in excess of those (i) required to maintain the account to
meet all existing Liabilities of the Titling Trust to be paid out of such
account (after accounting for all transfers to be made from any SUBI Account on
or before such date) and (ii) required to be retained in such account as
reserves for reasonably anticipated Liabilities of the Titling Trust (after
taking into account all transfers to be made to such Lease Funding Account out
of any SUBI Account in respect of that SUBI's proportionate share of such
anticipated Liabilities).
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"EXTENSION FEE" means, with respect to any Contract that has had its
Maturity Date extended as contemplated in the Titling Trust Agreement or any
SUBI Servicing Supplement, any payment required to be made by the Obligor in
connection with such extension.
"FDIC" means the Federal Deposit Insurance Corporation and its successors.
"FINANCIAL INTERMEDIARY" means a financial intermediary, as such term is
defined in Section 8-313(4) of the UCC.
"FIRST BANK" means First Bank National Association, a national banking
association.
"FNMA" means the Federal National Mortgage Association and its successors.
"FUNDING ADVANCE" means the amount of each advance of the face amount or
any portion of a Contract (including with respect to any taxes, fees or charges
payable to the related Dealer or any third party at the time of the funding
thereof) made by the UTI Beneficiary or any agent thereof in connection with the
funding of such Contract that has not previously been reimbursed thereto.
"FUNDING ADVANCE REIMBURSEMENT AMOUNT" means, with respect to any
Distribution Date, the aggregate amount of Funding Advances made during the
related Collection period and not previously reimbursed to the UTI Beneficiary
from Collections on the related Contracts or otherwise.
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"FUNDING ADVANCE REIMBURSEMENT DATE" means a Distribution Date on which a
Funding Advance Reimbursement Amount is to be made.
"GOVERNMENTAL AUTHORITY" means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of
government.
"GRANTOR" means TMCC in its capacity as Grantor.
"INDEPENDENT" with respect to any specified Person means another Person who
(a) is in fact independent of the specified Person and any of its Affiliates;
(b) does not have any direct financial interest or any material indirect
financial interest in the specified Person or any of its Affiliates; and (c) is
not connected with the specified Person or any of its Affiliates as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions. Whenever it is provided in the Titling Trust Agreement or
any other agreement adopting this definition that any Independent Person's
opinion or certificate shall be furnished, such Independent Person shall be
deemed to be Independent to the satisfaction of the recipient thereof if such
opinion or certificate shall state that the signer has read this definition and
that the signer is in fact Independent within the meaning hereof.
"INDEPENDENT ACCOUNTANT" means an Accountant, who may also be the
Accountant who audits the books of TMCC or any of its Affiliates, who is
Independent with respect to TMCC and its Affiliates as contemplated by Rule 101
of the Code of Professional Conduct of the American Institute of Certified
Public Accountants.
"INDEPENDENT DIRECTOR" means a director of the Transferor who shall at no
time be (i) a director, officer, employee or former employee of the Transferor
or any Affiliate thereof, (ii) a natural person related to any director,
officer, employee or former employee of the Transferor or any Affiliate thereof,
(iii) a holder (directly or indirectly) of any voting securities of the
Transferor or any Affiliate thereof, or (iv) a natural person related to a
holder (directly or indirectly) of any voting securities of the Transferor or
any Affiliate thereof.
"INSOLVENCY EVENT" means, with respect to any Person:
(i) Such Person shall file a petition commencing a voluntary case under
any chapter of the Federal bankruptcy laws; or such Person shall file a petition
or answer or consent seeking reorganization, arrangement, adjustment, or
composition under any other similar applicable Federal law, or shall consent to
the filing of any such petition, answer, or consent; or such Person shall
appoint, or consent to the appointment of a custodian, receiver, liquidator,
trustee, assignee, sequestrator or other similar official in bankruptcy or
insolvency of it or of any substantial part of its property, or shall make any
assignment for the benefit of creditors, or shall admit in writing its inability
to pay its debts generally as they become due; or
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(ii) any order for relief against such Person shall have been entered by
a court having jurisdiction in the premises under any chapter of the Federal
bankruptcy laws; or a decree or order by a court having jurisdiction in the
premises shall have been entered approving as properly filed a petition seeking
reorganization, arrangement, adjustment, or composition of such Person under any
other similar applicable Federal Law; or a decree or order of a court having
jurisdiction in the premises for the appointment of a custodian, receiver,
liquidator, trustee, assignee, sequestrator or other similar official in
bankruptcy or insolvency of such Person or of any substantial part of its
property, or for the winding up or liquidation of its affairs, shall have been
entered.
"INSURANCE COSTS" means, with respect to any Insurance Policy, the premiums
therefor, any deductibles and any coinsurance payments.
"INSURANCE POLICIES" means any residual value insurance policy and any
policy of comprehensive, collision, public liability, physical damage, personal
liability, credit accident or health, credit life or unemployment insurance
maintained by the Grantor, any Obligor under any Contract or any Affiliate of
any such Person to the extent that any such policy covers or applies to any
Contract, Leased Vehicle or the ability of any Obligor under any Contract to
make required payments with respect to a Contract or the related Leased Vehicle;
provided that, with respect to any SUBI, "Insurance Policies" means only such of
the foregoing policies as relate to the related SUBI Portfolio and, in the case
of such insurance policies that relate to Contracts or related assets in more
than one SUBI Portfolio, such policies only insofar as they, or the proceeds
thereof, relate to Contracts or related assets included in the related SUBI
Portfolio.
"INSURANCE PROCEEDS" with respect to any Collection Period, means
recoveries pursuant to each Insurance Policy obtained and maintained by the
Obligor pursuant to a Contract, or by the Titling Trust or the Servicer with
respect to such Contract or the related Leased Vehicle.
"INTEREST COLLECTIONS" means, with respect to any Collection Period, an
amount equal to the amount by which Collections exceed Principal Collections
with respect to such Collection Period.
"INVESTMENT COMPANY ACT" means the Investment Company Act of 1940, as
amended.
"LEASE FUNDING ACCOUNT" means the Lease Funding Account established and
maintained in accordance with Section 7.01(a) of the Titling Trust Agreement.
"LEASED VEHICLE" means the new or used (including any dealer demonstrator
vehicle or manufacturers' program vehicle) automobile, minivan, sports utility
vehicle or light duty truck, together with all accessories, additions and parts
constituting a part thereof and all accessions thereto, which is the subject of
a Contract.
"LEASE RATE" means the imputed interest rate set forth in each Contract on
the basis of which the lessor identifies the portions of each Monthly Payment
that constitute principal or interest, respectively.
-8-
"LIABILITIES" means all losses, liabilities, claims, damages, expenses
(including related reasonable legal and other professional fees and expenses),
taxes, actions and suits of any kind.
"LIEN" means any security interest, lien, charge, pledge, equity or
encumbrance of any kind other than tax liens, mechanics' liens and any liens
that attach to property, as the context may require, by operation of law.
"LIQUIDATED CONTRACT" means a Contract that has been the subject of a
Prepayment in full or otherwise has been paid in full or, in the case of a
Charged-off Contract, a Contract as to which the Servicer has determined that
the final amounts in respect thereof have been paid.
"LIQUIDATION EXPENSES" means reasonable out-of-pocket expenses (including
related attorneys' fees and expenses) incurred by the Servicer in connection
with the attempted realization of the full amounts due or to become due under
any Contract, including expenses incurred in connection with the repossession of
the related Leased Vehicle, the sale of such Leased Vehicle, whether upon its
repossession or return (if such Contract is a Matured Contract), any collection
effort (whether or not resulting in a lawsuit against the Obligor under such
Contract) or any claim under an Insurance Policy.
"LIQUIDATION PROCEEDS" means gross amounts received by the Servicer or the
Titling Trustee, on behalf of the Titling Trust (before reimbursement for
Liquidation Expenses), in connection with the realization of the full amounts
due or to become due under any Contract, whether from the sale or other
disposition of the related Leased Vehicle (without regard to whether such
proceeds exceed the Booked Residual Value), the proceeds of any collection
effort (whether or not resulting in a lawsuit against the Obligor under such
Contract), the proceeds of recourse payments by Dealers, receipt of Insurance
Proceeds, or collection of amounts due hereunder in respect of such Contract
(including the application of Security Deposits) or otherwise.
"MATURED CONTRACT" means any Contract that has reached its Maturity Date.
"MATURED VEHICLE", as of any date, means any Leased Vehicle, the related
Contract of which has reached its Maturity Date, and which Leased Vehicle has
been returned to the Servicer on behalf of the Titling Trust (or the Titling
Trustee on behalf of the Titling Trust), regardless of the status of the sale or
disposition of such Leased Vehicle as of the date of such return.
"MATURITY DATE" means, with respect to any Contract, the date on which the
last scheduled Monthly Payment shall be due and payable, as such date may be
extended in accordance with the provisions of the UTI Supplement and any
applicable SUBI Supplement or SUBI Servicing Supplement.
"MONTHLY PAYMENT" means, with respect to any Contract, the amount of each
fixed monthly payment payable by the related Obligor in accordance with the
terms thereof, net of any portion of such monthly payment that represents
collections allocable to payments to be made by such Obligor
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for sales taxes or similar items, and excluding any portion thereof relating to
the payment of insurance premiums (unless such premiums are included in the
related capitalized cost), late payment charges, extension fees or other similar
items.
"MONTHLY REMITTANCE CONDITIONS" means that (i) TMCC is the Servicer, (ii)
either (a) TMCC's short-term unsecured debt is rated at least P-1 by Moody's and
A-1 by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating
Agencies), or (b) certain arrangements are made that have been approved in
writing by each Rating Agency that has rated any class of securities issued in
connection with a Securitized Financing at the request of the Grantor and (iii)
no Early Amortization Event or Event of Servicing Termination as defined in any
SUBI Supplement shall have occurred and be continuing.
"MOODY'S" means Xxxxx'x Investors Service, Inc., and its successors.
"OBLIGEE" means each Person who is the lessor under a Contract or the
assignee thereof, including the Titling Trust or the Titling Trustee on behalf
of the Titling Trust.
"OBLIGOR" means the Person who is the lessee under a Contract.
"OFFICER'S CERTIFICATE" means, with respect to any Person, a certificate
signed by the President, any Vice President, the Chief Financial Officer, the
Chief Accounting Officer, the Treasurer or any Assistant Treasurer, the
Secretary or any Assistant Secretary thereof.
"OPINION OF COUNSEL" means, with respect to any Person, a written opinion
of counsel which counsel shall be reasonably acceptable to the indicated
recipient; provided that, in the case of opinions to be delivered by TMCC or
TLI, such counsel may be an employee of or outside counsel to the Transferor or
the Servicer.
"ORIGINATION CRITERIA" means, with respect to any Contract, TMCC's written
underwriting criteria in effect as of the date of origination of any specific
Contract, and as the same may be amended, supplemented or modified from time to
time by TMCC in the ordinary course of business.
"OTHER PROCEEDS" means monies arising from the sale, exchange, lease,
collection or other disposition of lease contracts and related leased vehicles
or other receivables that are not Titling Trust Assets but as to which the
Servicer is acting as servicer.
"OUTSTANDING PRINCIPAL BALANCE" means, with respect to any Contract as of
any date, the amount to which the capitalized cost of a Contract has been
amortized at any point in time, which will be an amount equal to (i) the sum of
all Monthly Payments remaining to be made, including overdue Monthly Payments
(provided, however, that Payments Ahead received but not yet applied are deemed
to be Monthly Payments remaining to be made), less any unearned finance or other
similar unearned lease charges relating to the period beginning after the next
succeeding Payment Date on such Contract (determined on a constant yield basis)
in accordance with the Servicer's usual
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practices, plus (ii) the Booked Residual Value of the related Leased Vehicle.
The term "principal amount" and "principal balance" as used in relation to any
Contract or Contracts shall refer, as of such date of determination, to the
Outstanding Principal Balance of such Contract or Contracts computed as of such
time.
"PAYMENT AHEAD" means any payment of one or more Monthly Payments (not
constituting a Prepayment) remitted by an Obligor with respect to a Contract in
excess of the Monthly Payment due with respect to such Contract, which sums the
Obligor has instructed the Servicer to hold and apply to Monthly Payments due in
one or more immediately subsequent calendar months.
"PAYMENT DATE" means, as to each Contract, the date each month therein set
forth as the date Monthly Payments are due.
"PERMITTED INVESTMENTS" means any one or more of the following instruments,
obligations or securities, in each case subject to any further criteria
specified in the related SUBI Supplement:
(a) obligations of, and obligations fully guaranteed as to timely
payment of principal and interest by, the United States or any agency thereof,
provided such obligations are backed by the full faith and credit of the United
States;
(b) general obligations of or obligations guaranteed by FNMA or any
state of the United States, the District of Columbia or the Commonwealth of
Puerto Rico then rated the highest available credit rating of each Rating Agency
for such obligations;
(c) certificates of deposit issued by any depository institution or
trust company (including any Securitization Trustee) incorporated under the laws
of the United States or of any state thereof, the District of Columbia or the
Commonwealth of Puerto Rico and subject to supervision and examination by
banking authorities of one or more of such jurisdictions, provided that the
short-term unsecured debt obligations of such depository institution or trust
company are then rated the highest available rating of each Rating Agency for
such obligations;
(d) certificates of deposit, demand or time deposits of, bankers'
acceptances issued by, or federal funds sold by, any depository institution or
trust company (including any Securitization Trustee) incorporated under the laws
of the United States or any State and subject to supervision and examination by
federal and/or State banking authorities and the deposits of which are fully
insured by the Federal Deposit Insurance Corporation, so long as at the time of
such investment or contractual commitment providing for such investment either
such depository institution or trust company has the Required Rating (or if such
investment will mature after more than one month, the long-term, unsecured debt
of the issuer has the highest available rating from each Rating Agency) or such
Securitization Trustee shall have received a letter from each Rating Agency to
the effect that such investment would not result in the qualification,
downgrading or withdrawal of the ratings then assigned to any Rated
Certificates;
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(e) certificates of deposit issued by any bank, trust company, savings
bank or other savings institution and fully insured by the FDIC having the
Required Rating (or if such investment will mature after more than one month,
the long-term, unsecured debt of the issuer has the highest available rating
from each Rating Agency);
(f) repurchase obligations held by any Securitization Trustee that are
acceptable to the Securitization Trustee with respect to any security described
in clauses (a), (b) or (g) hereof or any other security issued or guaranteed by
any other agency or instrumentality of the United States, in either case entered
into with a federal agency or a depository institution or trust company (acting
as principal) described in clause (d) above (including any Securitization
Trustee); PROVIDED, HOWEVER, that repurchase obligations entered into with any
particular depository institution or trust company (including such
Securitization Trustee) will not be Permitted Investments to the extent that the
aggregate principal amount of such repurchase obligations with such depository
institution or trust company held by such Securitization Trustee on behalf of
the related Securitization Trust or of all of the Titling Trust Assets shall
exceed 10% of either the Aggregate Net Investment Value or the aggregate unpaid
principal balance or face amount, as the case may be, of all Permitted
Investments so held thereby;
(g) interests in any open-end or closed-end management type investment
company or investment trust (i) registered under the Investment Company Act, the
portfolio of which is limited to the obligations of, or guaranteed by, the
United States and to agreements to repurchase such obligations, which
agreements, with respect to principal and interest, are at least 100%
collateralized by such obligations marked to market on a daily basis and the
investment company or investment trust shall take delivery of such obligations
either directly or through an independent custodian designated in accordance
with the Investment Company Act and (ii) acceptable to each Rating Agency (as
approved in writing by each Rating Agency) as collateral for securities having
ratings equivalent to the ratings of the Rated Certificates on the Closing Date;
(h) securities bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States or any State so
long as at the time of such investment or contractual commitment providing for
such investment (i) the long-term, unsecured debt of such corporation has the
highest available rating from each Rating Agency, (ii) such corporation is TMCC
and TMCC's long term debt obligations shall at such time have a rating of at
least Aa3 from Moody's, and TMCC's short term debt obligations shall at such
time have a rating of at least A-1+ from Standard & Poor's and at least P-1 from
Moody's or (iii) a Securitization Trustee shall have received a letter from each
Rating Agency to the effect that such investment would not result in the
qualification, downgrading or withdrawal of the ratings then assigned to any
Rated Certificates or commercial paper or other short-term debt having the
Required Rating;
(i) money market funds so long as such funds are rated Aaa by Moody's
(so long as Xxxxx'x is a Rating Agency) and AAAm by Standard & Poor's (so long
as Standard & Poor's is a Rating Agency), and any other fund for which a
Securitization Trustee or an Affiliate of such Securitization Trustee serves as
an investment advisor, administrator, shareholder servicing agent
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and/or custodian or subcustodian, provided that any shares of such funds have a
credit rating of at least Aaa by Moody's (so long as Xxxxx'x is a Rating Agency)
and AAAm by Standard & Poor's (so long as Standard & Poor's is a Rating Agency)
and notwithstanding that (i) such Trustee or Affiliate charges and collects fees
and expenses from such funds for services rendered, (ii) such Trustee charges
and collects fees and expenses for services rendered pursuant to the related
Securitization Trust Agreement or under the Trust Agency Agreement and (iii)
services performed for such funds and pursuant to either such Agreement may
converge at any time. Each of the Transferor and the Servicer hereby
specifically authorizes the Securitization Trustee or Titling Trustee or
Affiliate thereof to charge and collect all fees and expenses from such funds
for services rendered to such funds, in addition to any fees and expenses such
Trustee may charge and collect for services rendered pursuant to either such
Agreement; and
(j) such other investments acceptable to each Rating Agency (as approved
in writing by each Rating Agency) as will not result in the qualification,
downgrading or withdrawal of the ratings then assigned to any Rated Certificates
by such Rating Agency;
provided that each of the foregoing investments shall mature no later than the
day specified in the related SUBI Supplement, and shall be required to be held
to such maturity.
None of the foregoing will be considered a Permitted Investment if:
(i) it constitutes a certificated security, bankers' acceptance,
commercial paper, negotiable certificate of deposit or other
obligation that constitutes an "instrument" within the meaning of
Section 9-105(1)(i) of the UCC and is susceptible of physical
delivery unless it is transferred to the Titling Trustee, a
Securitization Trustee or its Financial Intermediary in
accordance with Sections 8-313(1)(a), 8-313(1)(d)(i) or
8-313(1)(g) of the UCC, and such trustee obtains evidence that
any such property that is in registrable form has been registered
in its name or the name of its Financial Intermediary, its
custodian or its nominee;
(ii) it constitutes a book-entry security held through the Federal
Reserve System pursuant to federal book-entry regulations,
unless, in accordance with applicable law, (A) a book-entry
registration thereof is made to an appropriate book-entry account
maintained with a Federal Reserve Bank by the Titling Trustee, a
Securitization Trustee or by a custodian therefor, (B) a deposit
advice or other written confirmation of such book-entry
registration is issued to such trustee or custodian, (C) any
such custodian makes entries in its books and records identifying
that such book-entry security is held through the Federal Reserve
System pursuant to federal book-entry regulations and belongs to
such trustee and indicating that such custodian holds such
Permitted Investment solely as agent for such Trustee, (D) such
trustee makes entries in its books and records establishing that
it holds such security solely as Titling Trustee or
Securitization Trustee for the Titling Trust or the related
Securitization Trust, as the case may be, and (E) any additional
or alternative procedures as may
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hereafter become necessary to effect complete transfer of ownership
thereof to such trustee are satisfied, consistent with changes in
applicable law or regulations or the interpretation thereof; or
(iii) it constitutes an uncertificated security under Article 8 of the
UCC that is not governed by clause (ii) above, unless the
transfer to, and ownership thereof by, the Titling Trustee or
Securitization Trustee, its Financial Intermediary, its custodian
or its nominee by the issuer of such security is registered by
the issuer thereof.
Notwithstanding anything to the contrary contained in this definition, no
Permitted Investment may be purchased at a premium and no Permitted Investment
shall be an interest only instrument. Any of the foregoing which constitutes an
uncertificated security shall not be considered a Permitted Investment if: (i) a
notation of the right of the issuer thereof to a lien thereon is contained in
the initial transaction statement therefor sent to the Titling Trustee; (ii) the
Titling Trustee has notice or actual knowledge of (A) any restriction on the
transfer thereof imposed by the issuer thereof, or (B) any adverse claim, or a
notation of any such restriction or of any specific adverse claim as to which
the issuer has a duty under the law of the state in which the Corporate Trust
Office is located at the time of registration is contained in the initial
transaction statement therefor sent to the Titling Trustee; or (iii) to the
Titling Trustee's actual knowledge, a creditor has served legal process upon the
issuer thereof at its chief executive office in the United States which legal
process attempts to place a Lien thereon prior to the registration thereof in
the name of the Titling Trustee.
Moreover, none of the foregoing (except long term debt obligations of TMCC
described in clause (h) above) will be a Permitted Investment with respect to
amounts on deposit in the Certificateholders' Account unless by its own terms it
matures on or before the Deposit Date succeeding the date of investment or it
includes a demand, put or similar feature such that the Securitization Trustee
(or the Servicer on behalf of the Securitization Trustee) is able to cause such
investment to mature on or before such Deposit Date.
For purposes of this definition, any reference to the highest available
credit rating of an obligation shall mean the highest available credit rating
for such obligation (excluding any "+" signs associated with such rating), or
such lower credit rating (as approved in writing by each Rating Agency) as will
not result in the qualification, downgrading or withdrawal of the rating then
assigned to any Rated Certificates by such Rating Agency. Also for purposes of
this definition, any reference to a Rating Agency refers only to a Rating Agency
that has, at the request of the Grantor, rated securities issued in the specific
securitized financing as to which this definition is being applied.
"PERSON" means any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated association, Governmental Authority or any other entity.
"PLAN" means an "employee benefit plan," as such term is defined in Section
3(3) of ERISA.
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"PREPAYMENT" means, with respect to any Contract other than a Charged-off
Contract, payment to the Servicer of 100% of the Discounted Principal Balance of
such Contract, including an amount equal to the Booked Residual Value of the
related Leased Vehicle.
"PRINCIPAL COLLECTIONS" means, with respect to any Collection Period, all
Collections allocable to the principal component of any Contract, discounted to
the extent such Contract is a Discounted Contract.
"RATED CERTIFICATES" means the securities of any class or series issued in
a Securitized Financing that has been rated by a Rating Agency at the request of
the Grantor.
"RATING AGENCY" means each nationally recognized statistical rating
organization that rates a security in a Securitized Financing at the request of
the Grantor as of the related Closing Date and continues to do so.
"REGISTRAR OF TITLES" means any applicable department, agency or official
in a State responsible for accepting applications for, and maintaining records
regarding, Certificates of Title and liens thereon.
"REQUIRED RATING" means a rating on commercial paper or other short term
unsecured debt obligations of Prime-1 by Moody's so long as Xxxxx'x is a Rating
Agency and A-1+ by Standard & Poor's so long as Standard & Poor's is a Rating
Agency; and any requirement that deposits or debt obligations have the "Required
Rating" shall mean that such deposits or debt obligations have the foregoing
required ratings from Moody's and Standard & Poor's.
"RESIDUAL UTI CERTIFICATE" has the meaning set forth in Section 11.02 of
the UTI Supplement.
"RESIDUAL UTI UNIT" has the meaning set forth in Section 11.01 of the UTI
Supplement.
"RESIDUAL VALUE" means the actual Liquidation Proceeds, net of Liquidation
Expenses, received with respect to the disposition of any Leased Vehicle,
whether at maturity of the related Contract or otherwise, and whether or not
such Residual Value exceeds the Booked Residual Value.
"RESIDUAL VALUE INSURANCE POLICY" means Residual Value Insurance Policy
number RVI 97001 issued effective October 1, 1996 by Toyota Motor Insurance
Corporation of Vermont, in favor of the Titling Trust and naming TMCC as
additional insured and reinsured by RVI Guaranty Co., Ltd.
"RESPONSIBLE OFFICER" means an officer of the Titling Trustee or
Securitization Trustee assigned to the relevant Corporate Trust Office,
including the President, any Vice President, any trust officer, the corporate
Secretary and any assistant corporate Secretary or any other officer performing
functions similar to those performed by the persons who at the time shall be
such officers, and any
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other officer thereof to whom a matter is referred because of his or her
knowledge of and familiarity with the particular subject.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SECURITIZATION TRUSTEE" means any trustee appointed as such under the
Transaction Documents with respect to any Securitized Financing.
"SECURITIZED FINANCING" means (i) any financing transaction of any sort
undertaken by the related Beneficiary based on or secured by, directly or
indirectly, Titling Trust Assets, the UTI or any UTI Unit, any SUBI or any
interest in any of the foregoing, (ii) any sale by a Beneficiary of any interest
in one or more SUBIs or (iii) any other asset securitization, secured loan or
similar transaction involving Titling Trust Assets or any beneficial interest
therein or in the Titling Trust.
"SECURITY DEPOSIT" means the security deposit, reconditioning reserve or
similar deposit paid by an Obligor at the time of origination of the related
Contract; provided that the Titling Trust Assets shall include such deposits
only to the extent actually applied to cover excess wear and tear charges or may
otherwise lawfully be retained by the Titling Trust as lessor or its agents in
respect of fees, charges or reimbursable advances, payments or expenses thereby
under the related Contract.
"SERVICER" means TMCC, in its capacity as servicer under the Titling Trust
Agreement, or any successor to TMCC in such capacity.
"SERVICER EXPENSES" means all reasonable amounts expended by the Servicer
in connection with its performance of its duties under the Titling Trust
Agreement, including those incurred in connection with the preparation,
execution and delivery of all legal documentation relating to the formation of
the Titling Trust and the servicing of the UTI Assets prior to the creation of
the first SUBI, the making of any requisite license or other applications,
filings and related filing fees in connection with the commencement of
origination of leases and the recordation of related certificates of title in
the name of the Titling Trust and the perfection of security interests therein
or the registration of any offering of securities in any Securitized Financing,
the costs and expenses of preparing and delivering servicing, tax and other
reports as set forth in the Titling Trust Agreement and the costs and expenses
of providing any monitoring, billing and collection services with respect
thereto, in each case including any reasonable attorneys' fees and expenses, and
in each case excluding any costs and expenses to be paid out of the Servicing
Fee specified in any supplement to the Titling Trust Agreement.
"SERVICER REIMBURSEMENT" means the amount of any required reimbursement to
the Servicer of Servicer Expenses on a Closing Date or any other date (whether a
Distribution Date or otherwise) specified in the Transaction Documents with
respect to a Securitized Financing.
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"SERVICER'S CERTIFICATE" means a certificate of an officer or other
authorized signatory of the Servicer completed and executed pursuant to Section
5.01(b) of the related SUBI Servicing Supplement.
"SERVICING FEE" means (a) prior to the creation of the first SUBI, zero
and (b) after the creation of the first SUBI, the sum of each SUBI Servicing Fee
specified in a SUBI Supplement plus during any UTI Collection Period for which
TMCC is the Servicer, 1.00% of the outstanding balances of the Contracts in the
UTI Portfolio.
"STANDARD & POOR'S" means Standard & Poor's Ratings Services, a division of
The McGraw Hill Companies, Incorporated, and its successors.
"STATE" means any state of the United States, the District of Columbia and
the Commonwealth of Puerto Rico in which, pursuant to the Origination Criteria,
a UTI Eligible Contract may be originated.
"SUBI" means any "special unit of beneficial interest" in the Titling Trust
comprised of a beneficial interest in a SUBI Sub-Trust.
"SUBI ACCOUNT" means, with respect to a SUBI, the SUBI Collection Account
or the SUBI Lease Funding Account.
"SUBI ASSETS" means, with respect to any SUBI, those Titling Trust Assets
that are identified as relating to and allocated to such SUBI by the Titling
Trustee upon the written direction of the UTI Beneficiary pursuant to the
Titling Trust Agreement and related SUBI Supplement.
"SUBI BENEFICIARY" means any Beneficiary that is a Beneficiary because it
is the holder or pledgee of a SUBI Certificate.
"SUBI CERTIFICATE" means, with respect to a SUBI, each of the certificates
evidencing such SUBI, substantially in the form included as an exhibit to each
SUBI Supplement, executed and delivered pursuant to the related SUBI Supplement.
"SUBI COLLECTION ACCOUNT" means, with respect to a SUBI, any account
denominated as such that is established and maintained in accordance with the
related SUBI Supplement and SUBI Servicing Supplement.
"SUBI COLLECTION PERIOD" means, with respect to any SUBI, the period
identified as the "Collection Period" in the related Transaction Documents.
"SUBI LEASE FUNDING ACCOUNT" means, with respect to a SUBI, any account
denominated as such that is established and maintained in accordance with the
related SUBI Supplement and SUBI Servicing Supplement.
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"SUBI PORTFOLIO" means, with respect to any SUBI, the related Contracts and
Leased Vehicles comprising the related SUBI Assets.
"SUBI SERVICING SUPPLEMENT" means any agreement supplementing the servicing
provisions of the Titling Trust Agreement that is executed by TMCC, the Titling
Trustee and one or more other parties in connection with a Securitized
Financing.
"SUBI SUB-TRUST" means a separate Sub-Trust of the Titling Trust (other
than the UTI Sub-Trust) that is established at the direction of the UTI
Beneficiary on the books and records of the Titling Trust by the Titling Trustee
and that is accounted for separately within the Titling Trust. The Titling
Trustee shall from time to time, as directed in writing by the UTI Beneficiary,
and subject to Section 3.01(d) of the Titling Trust Agreement, identify or cause
to be identified on the books and records of the Titling Trust one or more
separate Sub-Trusts to be accounted for separately within the Titling Trust
(each, a "SUBI Sub-Trust") and identify and allocate, or cause to be identified
and allocated, to such SUBI Sub-Trust on such books and records certain Titling
Trust Assets that are not then allocated to another SUBI Sub-Trust. Upon such
allocation, such related SUBI Assets shall no longer be assets of, or allocated
to, the UTI (unless and until specifically reallocated to the UTI from that SUBI
in accordance with the related SUBI Supplement). Each SUBI shall constitute a
separate series of the Titling Trust pursuant to Section 3806(b)(2) of the
Delaware Act and shall represent the beneficial interest in such SUBI and the
SUBI Assets allocated thereto from time to time. Each SUBI shall be represented
by one or more separate SUBI Certificates issued pursuant to the related SUBI
Supplement. The Titling Trustee shall issue each SUBI Certificate to or upon
the order of the UTI Beneficiary.
"SUBI SUPPLEMENT" means any of the one or more supplements to the Titling
Trust Agreement, substantially in the form attached thereto as an exhibit, the
execution and delivery of which by the UTI Beneficiary and the Titling Trustee
in accordance with Section 3.01(c) of the Titling Trust Agreement will effect
the creation of a SUBI.
"SUB-TRUST" means any of the sub-trusts of the Titling Trust established by
the Titling Trustee as directed by the UTI Beneficiary from time to time, and to
which the Titling Trustee will allocate Titling Trust Assets identified by the
UTI Beneficiary, having the name and beneficiaries designated by the UTI
Beneficiary and being a separate series of the Titling Trust pursuant to Section
3806(b)(2) of the Delaware Act.
"TITLE DOCUMENTS" with respect to any Leased Vehicle means the related
Certificate of Title and all related or ancillary documents or instruments
necessary for the recordation or transfer of title in each relevant
jurisdiction.
"TITLING TRUST" means Toyota Lease Trust, a Delaware business trust, formed
pursuant to the Titling Trust Agreement.
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"TITLING TRUST AGREEMENT" means the Trust and Servicing Agreement dated as
of October 1, 1996, among TMCC, TMTT, Inc., as Titling Trustee, and, for certain
limited purposes, First Bank, as Trust Agent, as amended and restated by the
Amended and Restated Trust and Servicing Agreement also dated as of October 1,
1996 among TMCC, TMTT, Inc., as Titling Trustee, and, for certain limited
purposes, First Bank, as Trust Agent.
"TITLING TRUST ASSETS" means: (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 repair or otherwise paid to 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 (but not its obligations) 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; (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 a third
party or Governmental Authority in accordance with the Servicer's normal
servicing practices; and (viii) all proceeds of any of the foregoing.
"TITLING TRUSTEE" means TMTT, Inc., in its capacity as such under the
Titling Trust Agreement, and any successor thereto in such capacity appointed
pursuant to the Titling Trust Agreement.
"TITLING TRUSTEE ACCOUNTS" means any of the separate UTI Collection
Account, Lease Funding Account, SUBI Collection Account and/or SUBI Lease
Funding Account established by the Titling Trustee with respect to the UTI or
the related SUBI as described in the Titling Trust Agreement and the related
SUBI Supplement and SUBI Servicing Supplement. Each such account maintained
with respect to Rated Certificates shall be an Eligible Account.
"TITLING TRUSTEE STOCK" means the issued and outstanding capital stock of
the Titling Trustee, together with any additional capital stock of the Titling
Trustee that may be issued from time to time.
"TITLING TRUST EXPENSES" means the aggregate of the Titling Trustee's
compensation and other Administrative Expenses with respect to the Titling
Trust, including those due under Section 6.13 of the Titling Trust Agreement.
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"TLI" means Toyota Leasing, Inc. and its successors.
"TMCC" means Toyota Motor Credit Corporation, a California corporation, its
successors and assigns.
"TMS" means Toyota Motor Sales U.S.A., Inc., a California corporation, its
successors and assigns.
"TRANSACTION DOCUMENTS" means and includes the Titling Trust Agreement, the
UTI Supplement and, with respect to any Securitized Financing involving the
creation of a SUBI, the related SUBI Supplement, SUBI Servicing Supplement, SUBI
Certificate(s), any agreement transferring ownership or other interests in the
related SUBI and SUBI Certificate, the related Securitization Trust Agreement,
indenture, trust agreement or similar instrument governing the securitization of
such SUBI and any securities offered or sold that are secured by interests in
the related SUBI, and any other documents ancillary thereto, in each case as the
same may be amended, supplemented or modified from time to time but only to the
extent that any such amendment, supplement or modification relates to such SUBI.
"TRANSFEROR" means TLI in its capacity as transferor under any
Securitization Trust Agreement and each other related Transaction Document.
"TRUST AGENCY AGREEMENT" means any of the one or more agency agreements
entered into by the Titling Trustee in furtherance of its execution of any of
the trusts or powers under the Titling Trust Agreement or performance of any
duties under the Titling Trust Agreement either directly or by or through agents
or attorneys or one or more custodians as set forth in the Titling Trust
Agreement. In addition, with respect to any Securitization Trustee, Trust
Agency Agreement means any of the one or more agency agreements entered into by
such Securitization Trustee in furtherance of its execution of any of the trusts
or powers under the related Securitization Trust Agreement or performance of any
duties under such Securitization Trust Agreement either directly or by or
through agents or attorneys or one or more custodians as set forth in such
Securitization Trust Agreement.
"TRUST AGENT" means any of the one or more Persons, including any Affiliate
of the Titling Trustee or any Securitization Trustee, engaged by the Titling
Trustee or such Securitization Trustee pursuant to a Trust Agency Agreement.
"TRUST ASSET TRANSFER" means the allocation to a SUBI Sub-Trust of Titling
Trust Assets not then allocated to any other SUBI Sub-Trust pursuant to Section
3.01(c) of the Titling Trust Agreement.
"TRUST STATES" initially means California, Florida, Michigan, Ohio and
Pennsylvania and after the date of this Agreement, means those States and such
other States as designated in writing from time to time to the Titling Trustee
by the Grantor in which Dealers are regularly originating Contracts and
assigning them to the Titling Trust as contemplated by the Titling Trust
Agreement.
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"UCC" means the Uniform Commercial Code as in effect in the relevant
jurisdiction.
"UNITED STATES" means the United States of America, its territories and
possessions and areas subject to its jurisdiction.
"UNDIVIDED TRUST INTEREST" or "UTI" means the exclusive, undivided
beneficial interest in all Titling Trust Assets (including Contracts and Leased
Vehicles), other than SUBI Assets, held by the UTI Beneficiary.
"UNDIVIDED TRUST INTEREST CERTIFICATE" or "UTI CERTIFICATE" means the one
or more trust certificates (together with any replacements thereof) issued by
the Titling Trust at the direction of the UTI Beneficiary substantially in the
form attached as an exhibit to the form of UTI Supplement.
"UTI ACCOUNT" means any of the separate UTI Collection Accounts and/or
Lease Funding Account established by the Titling Trustee with respect to the
UTI pursuant to Section 12.01 of the UTI Supplement.
"UTI ASSETS" means all Titling Trust Assets that have not been allocated to
a SUBI Sub-Trust.
"UTI BENEFICIARY" means TMCC, in its capacity as the initial beneficiary of
the Titling Trust on the date of the UTI Supplement, and its successors and
assigns (exclusive of any pledgee of a UTI Pledge).
"UTI COLLECTION ACCOUNT" means the separate account established by the
Titling Trustee with respect to the UTI pursuant to Section 12.01 of the UTI
Supplement.
"UTI COLLECTION PERIOD" with respect to any Distribution Date, means the
preceding calendar month.
"UTI CONTRACT" means any Contract that is an asset of the UTI Sub-Trust.
"UTI ELIGIBLE CONTRACT" means a Contract as to which the following criteria
are satisfied as of the date the Contract is originated and assigned by the
relevant Dealer to the Titling Trust:
(a) that was originated (i) by a Dealer, (ii) in the ordinary
course of its retail business, (iii) pursuant to a Dealer Agreement, and
(iv) in compliance with the customary underwriting standards employed by
the Grantor in originating leases for its own account;
(b) which Contract and the related Leased Vehicle are free of
all liens and other interests (including tax liens, mechanics liens and
liens that arise by operation of law, but excluding any Administrative
Lien);
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(c) that was originated in compliance with, and complies with,
all material applicable legal requirements, including, to the extent
applicable, the Federal Consumer Credit Protection Act (including the
Consumer Leasing Act), as amended, Regulation M of the Board of Governors
of the Federal Reserve System, as amended, all State leasing and consumer
protection laws and all State and federal usury, fair credit billing, fair
credit reporting, equal credit opportunity, and fair debt collection
practices laws;
(d) as to which all material consents, licenses, approvals or
authorizations of, or registrations or declarations with, any Governmental
Authority required to be obtained effected or given by the originator of
such Contract in connection with (i) the origination of such Contract, (ii)
the execution, delivery and performance by such originator of such Contract
and (iii) the acquisition by the Titling Trust of such Contract and the
related Leased Vehicle have been duly obtained, effected or given and were
in full force and effect as of such date of creation or acquisition;
(e) that is the legal, valid and binding full-recourse payment
obligation of the Obligor thereunder, enforceable against such Obligor in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws, now or hereafter in effect, affecting the enforcement of
creditors' rights in general and except as such enforceability may be
limited by general principles of equity (whether considered in a suit at
law or in equity);
(f) that, according to the records of the Grantor, is not
subject to any right of rescission, setoff, counterclaim or any other
defense (including defenses arising out of violations of usury laws) of the
Obligor thereunder to payment of the amounts due thereunder, and no such
right of rescission, setoff, counterclaim or other defense has been
asserted or threatened;
(g) as to which each of the originating Dealer, the Servicer and
the Titling Trust has satisfied all obligations required to be fulfilled on
its part;
(h) that is payable solely in United States dollars in the
United States;
(i) the Obligor of which is a Person located in one of the
United States and is not the Grantor, the Transferor or any of their
respective Affiliates;
(j) that requires the Obligor thereunder to maintain in full
force and effect during the term of such Contract a public liability and a
comprehensive and collision physical damage Insurance Policy, with coverage
in amounts not less than that required by applicable State law, and that
includes a term requiring such Insurance Policy to name the Titling Trust,
the Titling Trustee or an agent of the Titling Trust on behalf of the
Titling Trust as a "loss payee" and an "additional insured";
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(k) the related Leased Vehicle of which is titled in the name of
the Titling Trust or the Titling Trustee on behalf of the Titling Trust (or
properly completed applications for such title have been submitted to the
appropriate titling authority) and all transfer and similar taxes imposed
in connection therewith have been paid;
(l) that is fully assignable and that does not require the
consent of the Obligor thereunder as a condition to any transfer, sale or
assignment of the rights of the originator under such Contracts;
(m) that is a "true lease", as opposed to a lease intended as
security, under the laws of the State in which it was originated as such
laws relate to the perfection of security interests therein;
(n) that meets the Origination Criteria and, in the case of any
Contract included in a SUBI Portfolio, meets any Additional Origination
Criteria specified in the related SUBI Supplement;
(o) that was fully and properly executed by the parties thereto
and, upon conveyance to the Titling Trust pursuant to the Titling Trust
Agreement, shall have been validly assigned by the originating Dealer to
the Titling Trust in accordance with the terms of the Dealer Agreement
under which it was originated and immediately thereafter shall be owned by
the Titling Trust;
(p) that is substantially identical to one of the forms of
Contract attached to the UTI Supplement (or such other form as may be
approved from time to time by TMCC in the ordinary course of business);
(q) as to which the information set forth in the Schedule of
Contracts and Leased Vehicles with respect to such Contract and related
Leased Vehicle as of such Cutoff Date is true and correct in all material
respects;
(r) the Obligor under which Contract, according to the records
of the Servicer, has not filed or had filed against it any petition for
relief, rearrangement of its debts or other protection from its creditors
under any State or federal bankruptcy or insolvency laws, except as
otherwise permitted by the Origination Criteria;
(s) in respect of which the Grantor has taken no action such
that such Contract has been satisfied, subordinated, amended, waived,
restricted, rescinded, held to be invalid or unenforceable, altered or
modified in any respect, except (i) to the extent that such action (A) does
not render such Contract not in conformity with any other criteria for an
Eligible Contract, and (B) was made in accordance with the Grantor's
obligations under the Titling Trust Agreement, and (ii) if such action was
made pursuant to a document, instrument or writing, such document,
instrument or writing is included in the related Contract Documents;
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(t) as to which the Grantor, consistent with its standard
underwriting procedures, has reviewed and verified the material information
contained in the related Contract application;
(u) as to which, according to the records of the Grantor, no
default, breach, violation or event permitting acceleration under the terms
of the Contract exists, and no continuing condition that, with notice or
lapse of time, or both, would constitute a default, breach, violation or
event permitting acceleration under the terms of the Contract has arisen,
the Grantor has not waived any of the foregoing, and the related Leased
Vehicle has not been repossessed without reinstatement;
(v) that has not been originated in, and is not subject to the
laws of, any jurisdiction under which the sale, transfer, and assignment of
such Contract under its terms or pursuant to which transfers of the
Contracts or of the related Certificates of Title are unlawful, void or
voidable;
(w) as to which there is only one executed original, which will
be conveyed by the Dealer to the Titling Trustee or to the Grantor or
Servicer as the agent of the Titling Trustee, in each case on behalf of the
Titling Trust;
(x) that constitutes "chattel paper" as defined in the UCC;
(y) that was originated without any fraud or misrepresentation
on the part of the Grantor;
(z) as to which all taxes of any nature or description
whatsoever relating thereto that are due and owing as of the date of
origination have been paid or provided for in full except for (i) any state
transfer taxes payable in connection with the transfer of any Contracts to
the Titling Trustee and (ii) similar transfer taxes to which the Titling
Trustee has consented to; and
(aa) as to which the related Leased Vehicle was a new vehicle
(which may be a dealer demonstrator vehicle driven fewer than 20,000 miles)
or used vehicle (four model years old or less at the time of origination of
the related Contract, and which may be a certified used vehicle or
manufacturers' program vehicle), whether an automobile, light duty truck,
minivan or sports utility vehicle. As used in this clause (bb), certified
used vehicle means a vehicle purchased by a dealer, reconditioned and
certified to meet certain Toyota or Lexus required standards and sold or
leased with an extended warranty, and manufacturers' program vehicle means
a vehicle that has been sold to a rental car company, repurchased by the
manufacturer and subsequently purchased by a dealer to sell or lease as a
current model year or one year old used vehicles with 20,000 miles or less.
"UTI LEASED VEHICLE" means any Leased Vehicle that is an asset of the UTI
Sub-Trust.
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"UTI PLEDGE" means a pledge of and grant of a security interest in the UTI
and UTI Certificate, or any interest therein, in connection with any Securitized
Financing, and the terms and conditions thereof set forth in the related
documentation.
"UTI PORTFOLIO" means the Contracts and Leased Vehicles comprising the
Undivided Trust Interest.
"UTI SUB-TRUST" means the separate Sub-Trust of the Titling Trust
containing all Titling Trust Assets that have not been allocated to any SUBI
Sub-Trust.
"UTI SUPPLEMENT" means any of the one or more supplements or amendments to
the Titling Trust Agreement, substantially in the form attached thereto as an
exhibit, the execution and delivery of which by the UTI Beneficiary and the
Titling Trustee in accordance with Section 3.01(b) of the Titling Trust
Agreement will effect the creation of a UTI.
"UTI UNIT CERTIFICATE" has the meaning described in Section 11.02 of the
UTI Supplement.
"UTI UNIT" has the meaning described in Section 11.01 of the UTI
Supplement.
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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. In
the event of a conflict between a definition set forth both herein and in the
Annex of Definitions, that set forth herein shall prevail. Terms defined herein
but not directly or indirectly used or referenced in any agreement shall not be
deemed to have any meaning or significance with respect to such agreement.
"1998-B CONTRACTS" means the Contracts allocated to the 1998-B SUBI and
1998-B SUBI Sub-Trust pursuant to the 1998-B SUBI Supplement, including
Subsequent Contracts allocated during the Revolving Period.
"1998-B LEASED VEHICLES" means the Leased Vehicles allocated to the
1998-B SUBI and 1998-B SUBI Sub-Trust pursuant to the 1998-B SUBI Supplement,
including Subsequent Leased Vehicles allocated during the Revolving Period.
"1998-B SECURITIZATION TRUST" means the Toyota Auto Lease Trust 1998-B
created by the 1998-B Securitization Trust Agreement, the estate of which
consists or will consist of (i) the 1998-B SUBI Certificate, the 1998-B SUBI
Assets evidenced thereby and all monies due and to become due thereunder from
and after the Cutoff Date; (ii) such monies as are from time to time
deposited in each of the 1998-B SUBI Accounts (excluding any proceeds of the
Residual Value Insurance Policies which are the property of the Beneficiary
of the 1998-B SUBI Insurance Certificate and are not subject to the Lien of
the 1998-B Securitization Trust Agreement); (iii) all rights accruing to the
holder of the 1998-B SUBI Certificate as a third-party beneficiary of the
Titling Trust Agreement, the 1998-B SUBI Supplement, the 1998-B Servicing
Supplement and certain amounts held in the Reserve Fund; and (iv) all
proceeds of the foregoing.
"1998-B SECURITIZATION TRUST AGREEMENT" means that certain
Securitization Trust Agreement, dated as of September 1, 1998, between the
Transferor and 1998-B Securitization Trustee, pursuant to which the 1998-B
SUBI Certificate will be transferred to the 1998-B Securitization Trustee, in
that capacity, in connection with the Securitized Financing of the 1998-B
SUBI.
"1998-B SECURITIZATION TRUSTEE" means U.S. Bank National Association,
in its capacity as trustee under the 1998-B Securitization Trust Agreement
and any successor trustee appointed thereunder.
"1998-B SUBI" means the SUBI created pursuant to the 1998-B SUBI
Supplement.
"1998-B SUBI ACCOUNT" means each or any of the 1998-B SUBI Collection
Account, the 1998-B SUBI Certificateholders' Account and the 1998-B SUBI Lease
Funding Account.
"1998-B SUBI ASSETS" means the 1998-B Contracts, 1998-B Leased Vehicles
and related Titling Trust Assets allocated to the 1998-B SUBI and 1998-B SUBI
Sub-Trust pursuant to the 1998-B SUBI Supplement, including those allocated
during the Revolving Period.
"1998-B SUBI CERTIFICATE" means the certificate issued by the Titling
Trust pursuant to the 1998-B SUBI Supplement evidencing beneficial interests in
the assets of the 1998-B SUBI other than proceeds of the Residual Value
Insurance Policies evidenced by the 1998-B SUBI Insurance Certificate.
"1998-B SUBI CERTIFICATEHOLDERS' ACCOUNT" means the account established
by the 1998-B Securitization Trustee pursuant to the 1998-B Securitization Trust
Agreement for the benefit of the Investor Certificateholders pursuant to the
1998-B Securitization Trust Agreement.
"1998-B SUBI COLLECTION ACCOUNT" means the SUBI Collection Account
established by the 1998-B Securitization Trustee pursuant to the 1998-B SUBI
Supplement and designated as the "1998-B SUBI Collection Account".
"1998-B SUBI INSURANCE CERTIFICATE" means the SUBI Certificate issued by
the Titling Trust pursuant to the 1998-B SUBI Supplement evidencing beneficial
interests in the assets of the 1998-B SUBI that are proceeds of the Residual
Value Insurance Policies insofar as such Insurance Policies relate to the 1998-B
Leased Vehicles and the 1998-B Contracts.
"1998-B SUBI LEASE FUNDING ACCOUNT" means the SUBI Lease Funding Account,
if any, established pursuant to Section 17.02 of the 1998-B SUBI Supplement.
"1998-B SUBI PORTFOLIO" means the SUBI Portfolio that includes the 1998-B
Contracts and 1998-B Leased Vehicles allocated to the 1998-B SUBI and 1998-B
SUBI Sub-Trust pursuant to the 1998-B SUBI Supplement.
"1998-B SUBI PURCHASE AND SALE AGREEMENT" means the 1998-B SUBI
Certificate Purchase and Sale Agreement, dated as of September 1, 1998,
pursuant to which TMCC will sell to the Transferor, without recourse, all of
its right, title and interest in and to the 1998-B SUBI, the 1998-B SUBI
Certificate and the 1998-B SUBI Insurance Certificate and all proceeds
thereof.
"1998-B SUBI SECURITIES ACCOUNT" means the account established by U.S.
Bank National Association in its capacity as SUBI Securities Intermediary
pursuant to the 1998-B SUBI Securities Account Control Agreement, dated as of
September 1, 1998.
"1998-B SUBI SERVICING SUPPLEMENT" means the Servicing Supplement to the
Titling Trust Agreement dated as of September 1, 1998, and relating to the
servicing of the 1998-B SUBI.
"1998-B SUBI SUB-TRUST" means the SUBI Sub-Trust created pursuant to the
1998-B SUBI Supplement including as its assets the 1998-B SUBI Portfolio and the
related Titling Trust Assets.
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"1998-B SUBI SUPPLEMENT" means the SUBI Supplement to the Titling Trust
Agreement dated as of September 1, 1998 pursuant to which the Titling Trustee,
at the direction of the UTI Beneficiary, creates the 1998-B SUBI Sub-Trust and
the 1998-B SUBI and issues the 1998-B SUBI Certificate.
"ACCELERATED PRINCIPAL DISTRIBUTION AMOUNT" means, with respect to any
Monthly Allocation Date following the termination of the Revolving Period, the
portion of the Investor Percentage of Interest Collections in respect of the
related Collection Period that remains after required allocations and
applications have been made, including required deposits into the Reserve Fund
up to but not exceeding the product of (i) one-twelfth of 0.25% and (ii) the
Aggregate Net Investment Value as of the last day of such Collection Period.
"ACCUMULATION DATE" means the earliest to occur of August 1, 1999, the
calendar day on which an Accumulation Event occurs, or the calendar day on
which a Liquidation Event occurs.
"ACCUMULATION EVENT" means any of the following events:
(i) failure by the Servicer (a) to make any payment or deposit required
with respect to the 1998-B SUBI or the Investor Certificates under the 1998-B
Securitization Trust Agreement, the Titling Trust Agreement or the 1998-B
Servicing Supplement, within ten Business Days after the date the payment or
deposit is required to be made, or (b) to deliver a Servicer's Certificate
within ten Business Days after any Determination Date, which failure
continues unremedied for three Business Days from the Servicer's receipt of
notice thereof from the 1998-B Securitization Trustee, the Titling Trustee or
any other Person;
(ii) failure by 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 1998-B Securitization Trust
Agreement, the Titling Trust Agreement or the 1998-B Servicing Supplement
(other than as described in clause (i) above), which failure materially and
adversely affects the rights of the holder of the 1998-B SUBI Certificate or
of the Investor Certificateholders and which continues unremedied and
continues to affect materially and adversely the rights of the holder of the
1998-B SUBI Certificate or of the Investor Certificateholders for a period of
60 days after the date on which written notice of such failure, is given (a)
to the Transferor or the Servicer, as the case may be, by the 1998-B
Securitization Trustee or the Titling Trustee, or (b) to the Transferor or
the Servicer, as the case may be, and to the 1998-B 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) failure to cure the inaccuracy of any representation or warranty
made by TMCC in the Titling Trust Agreement or by the Transferor in the 1998-B
Securitization Trust Agreement, or the representation and warranty made by the
Servicer in Section 2.01 of the 1998-B Servicing Supplement or any certificate
given pursuant to Section 5.01 of the 1998-B 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 1998-B SUBI or of the Investor
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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 or rights of the holder of the 1998-B 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, is given to
TMCC, the Transferor or the Servicer, as the case may be, by the Trustee or the
Titling Trustee; PROVIDED, HOWEVER, that an Accumulation Event pursuant to this
subparagraph (iii) shall not be deemed to have occurred hereunder with respect
to any breach of warranty by the Servicer under Section 3.01(c) or 3.02(b) of
the 1998-B SUBI Servicing Supplement, if the Servicer has made the Reallocation
Payment contemplated by Section 3.03 of the 1998-B Servicing Supplement and has
reallocated the relevant 1998-B Contract and 1998-B Leased Vehicle to the UTI
Portfolio within the time provided therefor;
(iv) any Lien, other than Liens permitted under the 1998-B
Securitization Trust Agreement, the Titling Trust Agreement or the 1998-B
Servicing Supplement, shall be created on or extend to or otherwise arise upon
or burden the 1998-B SUBI, the 1998-B SUBI Certificate, or the 1998-B
Contracts or the 1998-B Leased Vehicles, or any part thereof or any interest
therein or the proceeds thereof, and not be released within 60 days thereafter;
(v) the Servicer determines on (i) October 12, 1998 or (ii) the last
day of any calendar month (commencing in November, 1998) that the amount of
Principal Collections and reimbursed Loss Amounts and Certificate Principal
Loss Amounts for the preceding Collection Period (or, in the case of October
12, 1998, for the period from July 1, 1998 through September 30, 1998) that
have not been reinvested in Subsequent Contracts and Subsequent Leased
Vehicles as of the first day of such month exceeds $1,000,000;
(vi) an Event of Servicing Termination; or
(vii) if on any Monthly Allocation Date the aggregate amount
withdrawn from the Reserve Fund and deposited into the 1998-B SUBI Collection
Account or the 1998-B SUBI Certificateholders' Account on or prior to such
Monthly Allocation Date (without giving effect to any deposits into the
Reserve Fund) exceeds $2,749,842.61 (i.e., 0.25% of the Aggregate Net
Investment Value as of the Cutoff Date).
"ACCUMULATION PERIOD" means, with respect to any Class of Investor
Certificates, the period from the earlier of the Accumulation Date or the day on
which an Accumulation Event occurs through the related Targeted Maturity Date.
"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 1998-B SUBI Assets during such
Collection Period, whether such liability is incurred (i) with respect to the
1998-B SUBI Assets and is therefore allocated to the 1998-B SUBI Assets pursuant
to the 1998-B SUBI Supplement, (ii) with respect to the Titling Trust Assets
generally and a pro rata portion of such liability is allocated to the 1998-B
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 1998-B SUBI pursuant to the Titling Trust Agreement and (b) all monies
reserved within the
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1998-B SUBI Collection Account against future losses in respect of such
liabilities by the Servicer on behalf of the 1998-B 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 by the Servicer, acting on behalf of the Titling Trust, to pay an
Additional Loss Amount with respect to the related SUBI.
"ADJUSTED CLASS A-1 CERTIFICATE BALANCE" means the Initial Class A-1
Certificate Balance less: (i) amounts allocated and deposited into the
Certificateholders' Account in respect of the Adjusted Class A-1 Certificate
Balance; (ii) without duplicating the foregoing amounts paid to the Class A
Certificateholders in respect of the Adjusted Class A-1 Certificate Balance;
and (iii) the amount of unreimbursed Certificate Principal Loss Amounts
allocated thereto.
"ADJUSTED CLASS A-2 CERTIFICATE BALANCE" means the Initial Class A-2
Certificate Balance less: (i) amounts allocated and deposited into the
Certificateholders' Account in respect of the Adjusted Class A-2 Certificate
Balance; (ii) without duplicating the foregoing, amounts paid to the Class A
Certificateholders in respect of the Adjusted Class A-2 Certificate Balance;
and (iii) the amount of unreimbursed Certificate Principal Loss Amounts
allocated thereto.
"ADJUSTED CLASS A-3 CERTIFICATE BALANCE" means the Initial Class A-3
Certificate Balance less: (i) amounts allocated and deposited into the
Certificateholders' Account in respect of the Adjusted Class A-3 Certificate
Balance; (ii) without duplicating the foregoing, amounts paid to the Class A
Certificateholders in respect of the Adjusted Class A-3 Certificate Balance;
and (iii) the amount of Certificate Principal Loss Amounts allocated thereto.
"ADJUSTED CLASS B CERTIFICATE BALANCE" means the Initial Class B
Certificate Balance less: (i) amounts allocated and deposited into the
Certificateholders' Account in respect of the Adjusted Class B Certificate
Balance; (ii) without duplicating the foregoing, amounts paid to the Class B
Certificateholders in respect of the Adjusted Class B Certificate Balance;
and (iii) the amount of unreimbursed Certificate Principal Loss Amounts
allocated thereto.
5
"ADJUSTED INVESTOR BALANCE" means the sum of the Adjusted Class A-1
Certificate Balance, the Adjusted Class A-2 Certificate Balance, the Adjusted
Class A-3 Certificate Balance and the Adjusted Class B Certificate Balance.
"AGGREGATE NET INVESTMENT VALUE" means, as of any day, the sum of (i)
the aggregate of the Discounted Principal Balances of all 1998-B 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 1998-B Contract that became a Charged-off Contract, Liquidated Contract,
Matured Contract or Additional Loss Contract before the end of such
Collection Period), (ii) the aggregate of the Residual Values of those 1998-B
Leased Vehicles that are covered by Matured Contracts to the extent such
Matured Contracts have been terminated within the three immediately preceding
Collection Periods, but which Leased Vehicles 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 Residual Value being
derived from the Schedule of Contracts and Leased Vehicles as in effect on
such date plus certain related charges, and (iii) During the Revolving
Period, the aggregate amount of Principal Collections and reimbursed Loss
Amounts and Certificate Principal Loss Amounts that have not been reinvested
in additional 1998-B Contracts and 1998-B Leased Vehicles pursuant to Section
3.02 of the 1998-B Servicing Supplement. As of the Cutoff Date, the
Aggregate Net Investment Value was $1,099,937,045.30.
"AGGREGATE NET LOSSES" means, with respect to a Collection Period, an
amount equal to the aggregate Discounted Principal Balances of all 1998-B
Contracts that became Charged-off Contracts during such Collection Period minus
the sum of (i) Net Liquidation Proceeds collected during such Collection Period
with respect to all Charged-off Contracts and (ii) the portion of amounts
subsequently received in respect of Charged-off Contracts designated as such in
prior Collection Periods.
"ANNEX OF DEFINITIONS" means the Annex of Definitions attached to the
Titling 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 after application of Principal Collections for such reimbursements
plus (ii) investment income (net of investment losses) on Permitted
Investments of amounts deposited in the 1998-B SUBI Certificateholders'
Account in respect of the Class A-1 Monthly Interest Accrual Amount, Class
A-2 Monthly Interest Accrual Amount, Class A-3 Monthly Interest Accrual
Amount or the Class B Monthly Interest Accrual Amount and on any any Interest
Carryover Shortfalls allocated to any such Class.
6
"BENEFIT PLAN" means employee benefit plan, trust or account subject to
Title I of ERISA, or subject to Section 4975 of the Code, or a governmental plan
defined in section 3(22) of ERISA subject to any federal, state or local law
which is, to a material extent, similar to the foregoing provisions of ERISA or
the Code.
"BUSINESS DAY" means any day that is not a Saturday, Sunday or other day
on which banking institutions in New York, New York or San Francisco, California
are authorized or obligated by law, regulation, executive order or governmental
decree to be closed; provided that (i) solely for the purposes of identifying
any Certificate Payment Date with respect to the making of payments on the Class
A-1, Class A-2 and Class A-3 Certificates in Luxembourg or any other
jurisdiction in which payments are to be made by a paying agent there located,
"Business Day" shall also exclude any day on which banking institutions located
in that jurisdiction are authorized or obligated by law, regulation,
governmental order or decree to be closed, whether or not payments are made in
any other jurisdictions on such Certificates on such date. This definition of
"Business Day" supersedes the definition of "Business Day" set forth in the
Annex of Definitions attached to the Titling Trust Agreement whenever used with
respect to the 1998-B SUBI, or proceeds thereof, or the identification of any
Monthly Allocation Date, Certificate Payment Date, Distribution Date,
Determination Date or Deposit Date in relation to or affecting the 1998-B
Securitization Trust, the Investor Certificates or any 1998-B SUBI Account.
"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 1998-B 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 1998-B Securitization Trustee's
compensation, the reasonable fees and disbursements of the Transferor's
accountants and attorneys and other Administrative Expenses with respect to the
1998-B Securitization Trust payable or reimbursable thereto on such Monthly
Allocation Date under the 1998-B Securitization Trust Agreement, including those
due under Section 6.05 of the 1998-B 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 a calendar
year in which a Liquidation Event occurs).
"CAPPED TITLING TRUST ADMINISTRATIVE EXPENSES" means, with respect to any
Monthly Allocation Date, one-twelfth of the aggregate of the Titling Trustee's
compensation and other Administrative Expenses with respect to the Titling Trust
allocable to the 1998-B SUBI and payable or reimbursable thereto on such Monthly
Allocation Date under the 1998-B 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.
"CEDEL BANK" means Cedel Bank, societe anomyme.
7
"CERTIFICATE DISTRIBUTION AMOUNT" means, with respect to any Monthly
Allocation Date and any Class of Certificates, the aggregate of the amounts
being allocated and applied or paid to the Holders thereof on such date.
"CERTIFICATE OWNER" means, with respect to the Class A Certificates, any
Person holding or owning a beneficial interest therein, whether or not such
Person is a Holder.
"CERTIFICATE PAYMENT DATE" means, with respect to any Class of Investor
Certificates, (i) prior to the related Targeted Maturity Date, on each Monthly
Allocation Date in March and September (with respect to applications and
payments in respect of interest related items with respect to the Class A and
Class B Certificates, (ii) the related Targeted Maturity Date with respect to
applications and payments in respect of interest and principal related items
with respect to the Class A and Class B Certificates, (iii) if the related Class
is not paid in full on the related Targeted Maturity Date, each subsequent
Monthly Allocation Date in March and September (but for the Class B
Certificates, each subsequent Monthly Allocation Date) until the Monthly
Allocation Date on which the Adjusted Class A-1 Certificate Balance, Adjusted
Class A-2 Certificate Balance, Adjusted Class A-3 Certificate Balance or
Adjusted Class B Certificate Balance is reduced to zero, as appropriate, and
(iv) in connection with the exercise by the Transferor of its option to
repurchase the 1998-B SUBI Certificate, the Monthly Allocation Date on which the
Transferor will make payment for the repurchase of the 1998-B SUBI Certificate
(on which the amount described in clause (ii) will be allocable and payable).
"CERTIFICATE PRINCIPAL LOSS AMOUNTS" means, with respect to the relevant
Class of Certificates on any Monthly Allocation Date, the aggregate amount of
Loss Amounts allocated to the Adjusted Class A-1 Certificate Balance, Adjusted
Class A-2 Certificate Balance, Adjusted Class A-3 Certificate Balance or
Adjusted Class B Certificate Balance, as the case may be, pursuant to Section
3.01 of the 1998-B Securitization Trust Agreement, less any reimbursement
thereof from amounts withdrawn from the Reserve Fund, Transferor Amounts or
Available Interest applied to cover such Loss Amounts in accordance with Article
III of the 1998-B Securitization Trust Agreement.
"CERTIFICATE REGISTER" means the register of Class B Certificateholders
maintained by the 1998-B Securitization Trustee pursuant to Section 4.03 of the
1998-B Securitization Trust Agreement.
"CERTIFICATE REGISTRAR" means the 1998-B Securitization Trustee unless a
successor thereto is appointed pursuant to Section 4.03 of the 1998-B
Securitization Trust Agreement.
"CERTIFICATEHOLDER" or "HOLDER" means (i) with respect to the Class A
Certificates, a person in physical possession of a definitive Class A
Certificate, and (ii) with respect to the Class B Certificates, the Person in
8
whose name such Class B Certificate is registered in the Certificate Register,
except that, solely for the purposes of giving any consent, waiver, request or
demand pursuant to the 1998-B Securitization Trust Agreement, the interest
evidenced by any Certificate held by or 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 1998-B Contracts that became Charged-off
Contracts during such Collection Period 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 1998-B Contracts that
became Charged-off Contracts during such Collection Period, less any related Net
Charged-off Vehicle Proceeds.
"CHARGED-OFF CONTRACT" means a 1998-B Contract (i) with respect to which
the related 1998-B Leased Vehicle has been repossessed and sold or otherwise
disposed of or (ii) which has been written off by the Servicer in accordance
with its normal policies for writing off lease contracts other than with respect
to repossession.
"CHARGED-OFF 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 Repossessed Leased
Vehicles or other vehicles that were covered by Charged-off Contracts,
including, without limitation, any unpaid Monthly Payments, any unpaid payments
of taxes, vehicle registration charges, clearance of parking tickets and similar
items, and any expenses and charges payable by the Obligors not paid thereby or
paid by the Servicer on behalf of Obligors.
"CHARGED-OFF VEHICLE PROCEEDS" with respect to any Collection Period,
means proceeds received in connection with the sale or other disposition of
Repossessed Leased Vehicles or other vehicles that were covered by Charged-off
Contracts, if any, that have been repossessed or returned to the Servicer or its
agent during such Collection Period or any prior Collection period, in each case
through the date of disposition of the related Leased Vehicle.
"CLASS A CERTIFICATEHOLDER" means any Holder of or Certificate Owner with
respect to a Class A-1 Certificate, Class A-2 Certificate or Class A-3
Certificate, as indicated by the context.
"CLASS A CERTIFICATES" means the Class A-1, Class A-2 and Class A-3
Certificates.
9
"CLASS A-1 CERTIFICATE" means one of the Certificates executed by the
1998-B Securitization Trustee and authenticated by the 1998-B Securitization
Trustee, or a duly appointed authenticating agent, in substantially the form of
a Class A-1 Certificate set forth as an exhibit in the 1998-B Securitization
Trust Agreement.
"CLASS A-1 CERTIFICATEHOLDER" means any Holder of or Certificate Owner
with respect to a Class A-1 Certificate, as indicated by the context.
The "CLASS A-1 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-1 Certificates at the Class A-1 Rate during the
related Monthly Interest Period, plus any outstanding Class A-1 Interest
Carryover Shortfall from the immediately preceding Monthly Allocation Date, over
(y) the aggregate of the amounts of Available Interest and net investment income
on Permitted Investments of amounts deposited in the Certificateholders' Account
in respect of the Adjusted Class A-1 Certificate Balance allocated and applied
or paid for the benefit of Class A-1 Certificateholders in respect of interest
on such Monthly Allocation Date.
"CLASS A-1 MONTHLY INTEREST ACCRUAL AMOUNT" means the amount of interest
that accrues during a Monthly Interest Period at the Class A-1 Rate on the sum
of the Adjusted Class A-1 Certificate Balance and unreimbursed Certificate
Principal Loss Amounts previously allocated thereto.
"CLASS A-1 RATE" means [________]% per annum.
"CLASS A-1 STATED MATURITY DATE" means August 25, 2002.
"CLASS A-1 TARGETED MATURITY DATE" means October 25, 2000, or if such
day is not a Business Day, the next succeeding Business Day.
"CLASS A-2 CERTIFICATE" means one of the Certificates executed and
authenticated by the 1998-B Securitization Trustee, or a duly appointed
authenticating agent, in substantially the form set forth as an exhibit in the
1998-B Securitization Trust Agreement.
"CLASS A-2 CERTIFICATEHOLDER" means any Holder of or Certificate Owner
with respect to a Class A-2 Certificate, as indicated by the context.
The "CLASS A-2 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-2 Certificates at the Class A-2 Rate during the
related Monthly Interest Period, plus any outstanding Class A-2 Interest
Carryover Shortfall from the immediately preceding Monthly Allocation Date, over
(y) the aggregate of the amounts of Available Interest and net investment income
on Permitted Investments of amounts deposited in the Certificateholders' Account
in respect of the Adjusted Class A-2 Certificate Balance allocated and applied
or paid for the benefit of Class A-2 Certificateholders in respect of interest
on such Monthly Allocation Date.
"CLASS A-2 MONTHLY INTEREST ACCRUAL AMOUNT" means the amount of interest
that accrues during a Monthly Interest Period at the Class A-2 Rate on the sum
of the Adjusted Class A-2
10
Certificate Balance and unreimbursed Certificate Principal Loss Amounts
previously allocated thereto.
"CLASS A-2 RATE" means [_______]% per annum.
"CLASS A-2 STATED MATURITY DATE" means September 25, 2002.
"CLASS A-2 TARGETED MATURITY DATE" means September 25, 2001, or if
such day is not a Business Day, the next succeeding Business Day.
"CLASS A-3 CERTIFICATE" means one of the Certificates executed and
authenticated by the 1998-B Securitization Trustee, or a duly appointed
authenticating agent, in substantially the form set forth as an exhibit in the
1998-B Securitization Trust Agreement.
"CLASS A-3 CERTIFICATEHOLDER" means any Holder of or Certificate Owner
with respect to a Class A-3 Certificate, as indicated by the context.
The "CLASS A-3 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-3 Certificates at the Class A-3 Rate during the
related Monthly Interest Period, plus any outstanding Class A-3 Interest
Carryover Shortfall from the immediately preceding Monthly Allocation Date, over
(y) the aggregate of the amounts of Available Interest and net investment income
on Permitted Investments of amounts deposited in the Certificateholders' Account
in respect of the Adjusted Class A-3 Certificate Balance allocated and applied
or paid for the benefit of Class A-3 Certificateholders in respect of interest
on such Monthly Allocation Date.
"CLASS A-3 MONTHLY INTEREST ACCRUAL AMOUNT" means the amount of interest
that accrues during a Monthly Interest Period at the Class A-3 Rate on the sum
of the Adjusted Class A-3 Certificate Balance and unreimbursed Certificate
Principal Loss Amounts previously allocated thereto.
"CLASS A-3 RATE" means [________]% per annum.
"CLASS A-3 STATED MATURITY DATE" means December 25, 2003.
"CLASS A-3 TARGETED MATURITY DATE" means February 25, 2002, or if
such day is not a Business Day, the next succeeding Business Day.
"CLASS B CERTIFICATE" means any one of the Certificates executed by the
1998-B Securitization Trustee and authenticated by the 1998-B Securitization
Trustee, or a duly appointed authenticating agent, in substantially the form of
a Class B Certificate set forth as an exhibit in the 1998-B Securitization Trust
Agreement.
"CLASS B CERTIFICATEHOLDER" means any Holder of or Certificate Owner
with respect to a Class B Certificate, as indicated by the context.
11
The "CLASS B 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 B Certificates at the Class B Rate during the
related Monthly Interest Period, plus any outstanding Class B Interest Carryover
Shortfall from the immediately preceding Monthly Allocation Date, over (y) the
aggregate of the amounts of Available Interest and net investment income on
Permitted Investments of amounts deposited in the Certificateholders' Account in
respect of the Adjusted Class B Certificate Balance allocated and applied or
paid for the benefit of Class B Certificateholders in respect of interest on
such Monthly Allocation Date.
"CLASS B MONTHLY INTEREST ACCRUAL AMOUNT" means the amount of interest
that accrues during a Monthly Interest Period at the Class B Rate on the sum of
the Adjusted Class B Certificate Balance and unreimbursed Certificate Principal
Loss Amounts previously allocated thereto.
"CLASS B RATE" means [________]% per annum.
"CLASS B STATED MATURITY DATE" means December 25, 2004.
"CLASS B TARGETED MATURITY DATE" means September 25, 2003.
"CLOSING DATE" means [_______________________1998].
"COLLECTION PERIOD" with respect to each Monthly Allocation Date, means
the preceding calendar month. With respect to the Monthly Allocation Date
in September 1998, amounts collected by the Servicer during July and August
1998 will be allocated and used to make applications and payments on such
Monthly Allocation Date pursuant to the priorities set forth herein as though
all such amounts had been collected during the Collection Period of August
1998 .
"COLLECTIONS" means with respect to any Collection Period, all net
collections received in respect of the 1998-B Contracts and 1998-B Leased
Vehicles during such Collection Period, such as Monthly Payments (including
previously collected Payments Ahead that represent Monthly Payments due
during such Collection Period), Prepayments, Advances, Reallocation Payments,
Reallocation Deposit Amounts, Net Matured Leased Vehicle Proceeds, Net
Charged-off 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 and
excluding any proceeds of Residual Value Insurance Policies.
"CORPORATE TRUST OFFICE" means the principal office of the Titling
Trustee, the Trust Agent and the 1998-B Securitization Trustee at which its
corporate trust business shall be administered. The Corporate Trust Office
of the Titling Trustee, Trust Agent and the 1998-B Securitization Trustee is
located at 000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000,
Attention: Toyota Lease Trust. After [______________________
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1998], 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.
"COUPON AMOUNT" means the amount of interest payable on the
presentation and surrender of an interest coupon for any Class A Certificate
for the relevant Interest Period.
"CURRENT CONTRACT" means a 1998-B Contract that is not a Charged off
Contract, a Liquidated Contract, a Matured Contract or an Additional Loss
Contract.
"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 July 1, 1998.
"DEFERRAL FEE" means any fee paid by an Obligor in connection with the
deferral of all or any portion of a Scheduled Monthly Payment, as specified in
the related 1998-B Contract.
"DEFINITIVE CERTIFICATES" means any Certificates not outstanding in
book-entry form.
"DELINQUENCY PERCENTAGE" means, with respect to a Collection Period, (i)
the number of all outstanding 1998-B Contracts 60 days or more delinquent (after
taking into account permitted deferrals) as of the last day of such Collection
Period (excluding 1998-B Contracts as to which the 1998-B Leased Vehicle has
been sold or otherwise disposed of during such Collection Period), determined in
accordance with the Servicer's normal practices, plus (ii) the number of
Repossessed Leased Vehicles that have not been sold or otherwise disposed of (to
the extent the related 1998-B Contract is not otherwise reflected in clause (i)
above), expressed as a percentage of the aggregate number of 1998-B 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.
"DETERMINATION DATE" means the nineteenth day of each month, or if such
day is not a Business Day, the next succeeding Business Day.
"DISCOUNTED CONTRACT" means a 1998-B Contract with a Lease Rate less than
9.00% per annum.
"DISCOUNTED PRINCIPAL BALANCE" means (i) with respect to any Discounted
Contract, an amount equal to the sum of all remaining Monthly Payments on such
1998-B Contract paid on a timely basis, plus the Booked Residual Value of the
related Leased Vehicle, discounted by the Discount Rate, and (ii) with respect
to any other 1998-B Contract, its Outstanding Principal Balance at such time.
13
"DISCOUNT RATE" means 9.00% per annum.
"ELIGIBLE CONTRACT" means a Contract which satisfies the criteria
specified in the definition of "Eligible Contract" set forth in the Annex of
Definitions as of the date of the 1998-B SUBI Supplement, and also satisfies the
following criteria as of such date:
(a) such Contract was originated in the United States, after
December 6, 1996, in the case of the Initial Contracts, and on or before June
1, 1998, in the case of the Subsequent Contracts and has a Maturity Date on
or after December 6, 1998, and no later than May 1, 2003, in the case of the
Initial Contracts, and no later than June 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 by
more than sixteen months with the inclusion of any deferrals) 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 1998-B
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 and provides that such Contract will
allow the related Obligor voluntarily to terminate such Contract by paying the
related Payoff Amount.
"EUROCLEAR" means the Euroclear System.
"EVENT OF SERVICING TERMINATION" means any of the following events:
(i) failure by the Servicer to deliver to the Titling Trustee for
allocation and application or payment to holders of interests in the 1998-B SUBI
or to the 1998-B Securitization Trustee for required payments in respect of the
Investor Certificates, 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 1998-B 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 reason, of the 1998-B
Securitization Trust to pay in full any Class of Investor Certificates on the
related Stated Maturity Date which failure is not cured within ten Business
Days;
14
(ii) failure by the Servicer to deliver to the Titling Trustee or the
1998-B Securitization Trustee any report relating to the 1998-B SUBI Sub-Trust
and required to be delivered to it pursuant to the 1998-B 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 1998-B 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 1998-B 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 1998-B SUBI Certificate 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 1998-B 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 1998-B Securitization Trustee or the Titling Trustee, or
(ii) to TMCC, the Transferor or the Servicer, as the case may be, and to the
1998-B 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;
(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 1998-B 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 1998-B 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 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.
15
"EXCESS AMOUNTS" means, with respect to any Monthly Allocation Date, the
amount distributable to the Transferor (unless otherwise applied on a Monthly
Allocation Date) specified in Section 3.01(d)(xiv) of the 1998-B Securitization
Trust Agreement.
"HOLDER" See definition of Certificateholder.
"INDENTURE" means that certain Indenture dated as of September 1, 1998,
between TMCC and U.S. Bank National Association, 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 CLASS A-1 CERTIFICATE BALANCE" means $335,000,000.
"INITIAL CLASS A-2 CERTIFICATE BALANCE" means $575,000,000.
"INITIAL CLASS A-3 CERTIFICATE BALANCE" means $96,400,000.
"INITIAL CLASS B CERTIFICATE BALANCE" means $71,538,000.
"INITIAL CONTRACTS" means the 1998-B Contracts listed on the Schedule of
Contracts and Leased Vehicles delivered on the Closing Date.
"INITIAL INVESTOR BALANCE" means the sum of the Initial Class A-1
Certificate Balance, the Initial Class A-2 Certificate Balance, the Initial
Class A-3 Certificate Balance, and the Initial Class B Certificate Balance.
"INTEREST COLLECTIONS" with respect to any Collection Period, means
generally an amount equal to the amount by which Collections exceed
Principal Collections with respect to such Collection Period.
"INTEREST PAYMENT PERIOD" for each Class of Certificates and any
Certificate Payment Date means the period from and including the 25th day of
the calendar month that includes the preceding Certificate Payment Date to
but excluding the 25th day of the calendar month that includes the current
Certificate Payment Date, except that the first Interest Payment Period for
each Class of Certificates will be the period from and including the Closing
Date to but excluding March 25, 1999. Each Interest Payment Period will
generally be comprised of six Monthly Interest Periods until the related
Targeted Maturity Date. Thereafter, the related Interest Payment Period will
generally be comprised of one Monthly Interest Period.
"INTEREST PERIOD" means the related Monthly Interest Period or
Semi-Annual Interest Period as indicated by the context.
"INVESTOR CERTIFICATEHOLDER" means any Class A Certificateholder or Class
B Certificateholder.
"INVESTOR CERTIFICATE" means any Class A Certificate or Class B
Certificate.
"INVESTOR PERCENTAGE" means, with respect to any Collection Period:
(i) with respect to Interest Collections and Loss Amounts allocable
to the 1998-B SUBI, the percentage equivalent of a fraction (not to exceed
100%), the numerator of which is
16
the Adjusted Investor Balance as of the last day of the immediately preceding
Collection Period (or, in the case of the first Collection Period, the Initial
Investor Balance), and the denominator of which is the Aggregate Net Investment
Value on the last day of the immediately preceding Collection Period (or, in the
case of the first Collection Period, the Cutoff Date); and
(ii) with respect to Principal Collections allocable to the 1998-B
SUBI, the percentage equivalent of a fraction (not to exceed 100%), the
numerator of which is the Adjusted Investor Balance and the denominator of
which is the Aggregate Net Investment Value, calculated in each case as of
the last day of the last Collection Period that commenced during the
Revolving Period.
"LIQUIDATED CONTRACT" means a 1998-B Contract that has been the subject
of a Prepayment in full, regardless of whether all or any part of such payment
has been made by the Obligor under the related 1998-B Lease, the Servicer
pursuant to the 1998-B Servicing Supplement, or an insurer pursuant to an
Insurance Policy.
"LIQUIDATION EVENT" means the occurrence of either (i) an Insolvency
Event or (ii) the Trust or the Titling Trust becoming subject to registration as
an investment company for purposes of the Investment Company Act of 1940.
"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 1998-B
Contract, including Charged-off Vehicle Expenses, Matured Leased Vehicle
Expenses and other expenses incurred in connection with the sale or other
disposition of a 1998-B Leased Vehicle, whether upon repossession or upon return
of a 1998-B Leased Vehicle related to a Matured Contract or Charged-off
Contract, any collection effort (whether or not resulting in a lawsuit against
the Obligor under such 1998-B Contract) or any application for Insurance
Proceeds.
"LIQUIDATION PROCEEDS" with respect to any Collection Period, means the
sum of all amounts received in connection with the realization of the amounts
due under any 1998-B Contract through the date of such disposition, including,
without limitation, all Matured Leased Vehicle Proceeds and Charged-off Vehicle
Proceeds received by the Servicer during such Collection Period.
"LOSS AMOUNT" means, with respect to any Monthly Allocation Date, an
amount equal to the sum of any Charged-off Amount, Residual Value Loss Amount
and Additional Loss Amount for the related Collection Period.
"MATURED CONTRACT" means any 1998-B Contract that (i) has been terminated
not more than 30 days prior to the termination date specified therein, as such
termination date may have been deferred or extended by the Servicer in
accordance with its normal servicing procedures and in compliance with the
1998-B Servicing Supplement, or (ii) has been terminated 31 or more days prior
to the termination date specified therein, as such termination date may have
been deferred or extended as described in clause (i), and as to which all
scheduled Monthly Payments have been made by or on behalf of the related
Obligor.
17
"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, any
unpaid Monthly Payments and the expenses in connection with the disposition of
such vehicle incurred by the Servicer in accordance with its standard procedures
and practices.
"MATURED LEASED VEHICLE INVENTORY" means, with respect to any date, each
1998-B Leased Vehicle that is the subject of a Matured Contract that has been
terminated 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 1998-B Leased Vehicles that are the subject of
Matured Contracts, including payments for excess mileage and excess wear and
tear, in each case through the date of disposition of the related 1998-B Leased
Vehicles.
"MATURITY ADVANCE" means any advance made by the Transferor for the
purpose of reducing the Adjusted Class A-1 Certificate Balance, Adjusted Class
A-2 Certificate Balance, Adjusted Class A-3 Certificate Balance or Adjusted
Class B Certificate Balance to zero, or to reimburse Loss Amounts or Certificate
Principal Loss Amounts allocated thereto, on the related Targeted Maturity Date
or any subsequent relevant Certificate Payment Date if the aggregate of other
amounts available in the 1998-B SUBI Certificateholders' Account, the 1998-B
SUBI Collection Account or from other sources to be paid as principal thereof
pursuant to Section 3.01 of the 1998-B Securitization Trust Agreement are
insufficient to reduce such Adjusted Class A-1 Certificate Balance, Adjusted
Class A-2 Certificate Balance, Adjusted Class A-3 Certificate Balance or
Adjusted Class B Certificate Balance to zero on such date and to reimburse all
Loss Amounts and Certificate Principal Loss Amounts previously allocated
thereto.
"MONTHLY ALLOCATION DATE" means the day on which Collections in respect
of the 1998-B Contracts and 1998-B Leased Vehicles represented by the SUBI
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 September 25, 1998.
"NET CHARGED-OFF VEHICLE PROCEEDS" means, with respect to any Collection
Period, the aggregate Charged-off Vehicle Proceeds net of the aggregate
Charged-off Vehicle Expenses for such Collection Period.
"NET INSURANCE PROCEEDS" means, with respect to any Collection Period,
(i) recoveries pursuant to each Insurance Policy obtained and maintained by an
Obligor pursuant to a 1998-B Contract (or payment by TMCC of the deductibles as
to which it has indemnified the Securitization Trust), (ii) recoveries pursuant
to the Contingent and Excess Liability Insurance
18
Policies to the extent they relate to the 1998-B Contracts or 1998-B Leased
Vehicles and (iii) amounts paid by any insurer under any other insurance
policies relating to the 1998-B Contracts or the related 1998-B Leased
Vehicles, in each case net of certain sums applied to the repair of the
related Leased Vehicles and, in all cases, excluding the proceeds of any
Residual Value Insurance Policies, the proceeds of which will be a SUBI Asset
but will not be transferred by the Transferor to the Trust.
"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.
"NONRECOVERABLE ADVANCE" means any Advance that, in the Servicer's
reasonable judgment, may not be ultimately recoverable by the Servicer from Net
Liquidation Proceeds or otherwise (excluding proceeds of any Residual Value
Insurance Policy).
"OTHER SUBI" means any SUBI other than the 1998-B SUBI.
"OTHER SUBI ASSETS" means the SUBI Assets allocated to any SUBI other
than the 1998-B SUBI.
"OTHER SUBI CERTIFICATE" means any SUBI Certificate other than the 1998-B
SUBI Certificate and the 1998-B SUBI Insurance Certificate.
"OUTSTANDING ADVANCES" means, with respect to a 1998-B 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
1998-B Contract upon termination more than thirty days prior to maturity
where such Obligor is not in default and does not exercise its option to
purchase the related 1998-B Leased Vehicle, determined by (i) adding all
unpaid Monthly Payments and any incidental charges owing under such 1998-B
Contract, less unearned lease charges to the Residual Value, (ii) subtracting
the actual wholesale price or the wholesale price otherwise determined by
TMCC, as servicer, 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.
19
"PERMITTED INVESTMENTS" means as used in the 1998-B SUBI Supplement, the
1998-B SUBI Servicing Supplement, the 1998-B Securitization Trust Agreement and
the Titling Trust Agreement with respect to any investments to be made with
respect to any 1998-B SUBI Assets or proceeds thereof, (notwithstanding the
definition of "Permitted Investments" set forth in the Annex of Definitions),
any one or more of the following instruments, obligations or securities, in each
case subject to any further criteria specified in the related SUBI Supplement:
(a) obligations of, and obligations fully guaranteed as to timely
payment of principal and interest by, the United States or any agency thereof,
provided such obligations are backed by the full faith and credit of the United
States, PROVIDED, HOWEVER, that any such obligations will not be Permitted
Investments to the extent that the aggregate principal amount of such
obligations held by the 1998-B Securitization Trustee on behalf of the 1998-B
Securitization Trust or of all of the Titling Trust Assets shall exceed 50% of
either the related Aggregate Net Investment Value or the aggregate unpaid
principal balance or face amount, as the case may be, of all Permitted
Investments so held thereby;
(b) (i) general obligations of or obligations guaranteed by FNMA,
PROVIDED, HOWEVER, that any such obligations will not be Permitted Investments
to the extent that the aggregate principal amount of such obligations held by
the 1998-B Securitization Trustee on behalf of the 1998-B Securitization Trust
or of all of the Titling Trust Assets shall exceed 50% of either the related
Aggregate Net Investment Value or the aggregate unpaid principal balance or face
amount, as the case may be, of all Permitted Investments so held thereby or
(ii) any state of the United States, the District of Columbia or the
Commonwealth of Puerto Rico then rated the highest available credit rating of
each Rating Agency for such obligations;
(c) certificates of deposit issued by any depository institution or
trust company (including any Securitization Trustee) incorporated under the laws
of the United States or of any state thereof, the District of Columbia or the
Commonwealth of Puerto Rico and subject to supervision and examination by
banking authorities of one or more of such jurisdictions, provided that the
short-term unsecured debt obligations of such depository institution or trust
company are then rated the highest available rating of each Rating Agency for
such obligations;
(d) certificates of deposit, demand or time deposits of, bankers'
acceptances issued by, or federal funds sold by, any depository institution or
trust company (including any Securitization Trustee) incorporated under the laws
of the United States or any State and subject to supervision and examination by
federal and/or State banking authorities and the deposits of which are fully
insured by the Federal Deposit Insurance Corporation, so long as at the time of
such investment or contractual commitment providing for such investment either
such depository institution or trust company has the Required Rating (or if such
investment will mature after more than one month, the long-term, unsecured debt
of the issuer has the highest available rating from each Rating Agency) or such
Securitization Trustee shall have received a letter from each Rating Agency to
the effect that such investment would not result in the qualification,
downgrading or withdrawal of the ratings then assigned to any Rated Certificates
issued by the 1998-B Securitization Trust;
20
(e) certificates of deposit issued by any bank, trust company,
savings bank or other savings institution and fully insured by the FDIC having
the Required Rating (or if such investment will mature after more than one
month, the long-term, unsecured debt of the issuer has the highest available
rating from each Rating Agency);
(f) repurchase obligations held by the 1998-B Securitization Trustee
that are acceptable to the 1998-B Securitization Trustee with respect to any
security described in clauses (a), (b) or (g) hereof or any other security
issued or guaranteed by any other agency or instrumentality of the United
States, in either case entered into with a federal agency or a depository
institution or trust company (acting as principal) described in clause (d) above
(including the 1998-B Securitization Trustee); PROVIDED, HOWEVER, that
repurchase obligations entered into with any particular depository institution
or trust company (including the 1998-B Securitization Trustee) will not be
Permitted Investments to the extent that the aggregate principal amount of such
repurchase obligations with such depository institution or trust company held by
the 1998-B Securitization Trustee on behalf of the 1998-B Securitization Trust
or of all of the Titling Trust Assets shall exceed 10% of either the related
Aggregate Net Investment Value or the aggregate unpaid principal balance or face
amount, as the case may be, of all Permitted Investments so held thereby;
(g) interests in any open-end or closed-end management type
investment company or investment trust (i) registered under the Investment
Company Act, the portfolio of which is limited to the obligations of, or
guaranteed by, the United States and to agreements to repurchase such
obligations, which agreements, with respect to principal and interest, are at
least 100% collateralized by such obligations marked to market on a daily basis
and the investment company or investment trust shall take delivery of such
obligations either directly or through an independent custodian designated in
accordance with the Investment Company Act and (ii) acceptable to each Rating
Agency (as approved in writing by each Rating Agency) as collateral for
securities having ratings equivalent to the ratings (as of the Closing Date) of
the Rated Certificates issued by the 1998-B Securitization Trust, PROVIDED,
HOWEVER, that any such interests will not be Permitted Investments to the extent
that the aggregate principal amount of such interests held by the 1998-B
Securitization Trustee on behalf of the 1998-B Securitization Trust or of all of
the Titling Trust Assets shall exceed 50% of either the related Aggregate Net
Investment Value or the aggregate unpaid principal balance or face amount, as
the case may be, of all Permitted Investments so held thereby;
(h) securities bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States or any State so
long as at the time of such investment or contractual commitment providing for
such investment (i) the long-term, unsecured debt of such corporation has the
highest available rating from each Rating Agency, (ii) such corporation is TMCC
or its successor or (iii) the 1998-B Securitization Trustee shall have received
a letter from each Rating Agency to the effect that such investment would not
result in the qualification, downgrading or withdrawal of the ratings then
assigned to any Rated Certificates issued by the 1998-B Securitization Trust or
commercial paper or other short-term debt earning the Required Rate;
21
(i) money market funds so long as such funds are rated Aaa by Moody's
(so long as Xxxxx'x is a Rating Agency) and AAAm by Standard & Poor's (so long
as Standard & Poor's is a Rating Agency), and any other fund for which the
1998-B Securitization Trustee or an Affiliate thereof serves as an investment
advisor, administrator, shareholder servicing agent and/or custodian or
subcustodian, provided that any shares of such funds have a credit rating of at
least Aaa by Moody's (so long as Xxxxx'x is a Rating Agency) and AAAm by
Standard & Poor's (so long as Standard & Poor's is a Rating Agency) and
notwithstanding that (i) such Person charges and collects fees and expenses from
such funds for services rendered, (ii) such Person charges and collects fees and
expenses for services rendered pursuant to the 1998-B Securitization Trust
Agreement or under the Trust Agency Agreement and (iii) services performed for
such funds and pursuant to either such Agreement may converge at any time. Each
of the Transferor and the Servicer hereby specifically authorizes the 1998-B
Securitization Trustee or Titling Trustee or an Affiliate thereof to charge and
collect all fees and expenses from such funds for services rendered to such
funds, in addition to any fees and expenses such Person may charge and collect
for services rendered pursuant to either such Agreement; and
(j) such other investments acceptable to each Rating Agency (as
approved in writing by each Rating Agency) as will not result in the
qualification, downgrading or withdrawal of the ratings then assigned by such
Rating Agency to any Rated Certificates issued by the 1998-B Securitization
Trust;
provided that each of the foregoing investments shall mature no later than the
day specified in the 1998-B SUBI Supplement, and shall be required to be held to
such maturity.
None of the foregoing will be considered a Permitted Investment if:
(i) it constitutes a certificated security, bankers' acceptance,
commercial paper, negotiable certificate of deposit or other
obligation that constitutes "financial assets" within the meaning
of Section 8-102(a)(9)(c) of the UCC unless a security
entitlement with respect to such Permitted Investment has been
created, in favor of the Titling Trustee or the 1998-B
Securitization Trustee, as appropriate, in accordance with
Section 8-501(b) of the UCC and the related securities
intermediary has agreed not to comply with entitlement orders of
any secured party other than the 1998-B Securitization Trustee or
the Titling Trustee, as the case may be; or
(ii) it constitutes a book-entry security held through the Federal
Reserve System pursuant to federal book-entry regulations,
unless, in accordance with applicable law, (A) a book-entry
registration thereof is made to an appropriate book-entry account
maintained with a Federal Reserve Bank by the Titling Trustee or
the 1998-B Securitization Trustee, as appropriate, or by a
custodian therefor, (B) a deposit advice or other written
confirmation of such book-entry registration is issued to such
trustee or custodian, (C) any such custodian makes entries in its
books and records identifying that such book-entry security is
held through the Federal Reserve System pursuant to federal
book-entry regulations and belongs to such trustee and indicating
that such custodian holds such Permitted Investment
22
solely as agent for the 1998-B Securitization Trustee or the
Titling Trustee, as appropriate, (D) the 1998-B Securitization
Trustee or Titling Trustee, as appropriate, makes entries in its
books and records establishing that it holds such security solely
in such capacity, and (E) any additional or alternative
procedures as may hereafter become necessary to effect complete
transfer of ownership thereof to such trustee are satisfied,
consistent with changes in applicable law or regulations or the
interpretation thereof.
Notwithstanding anything to the contrary contained in this definition, no
Permitted Investment may be purchased at a premium and no Permitted Investment
shall be an "interest only" instrument.
Notwithstanding anything to the contrary contained in this definition:
if the 1998-B Securitization Trust has invested in TMCC Demand Notes as a
Permitted Investment and, if for any reason, Standard & Poor's reduces TMCC's
short term debt rating to a rating less than A-1+, Moody's reduces TMCC's short
term debt rating to a rating less than P-1 or Moody's reduces TMCC's long term
debt rating to a rating less than Aa3 and the 1998-B Securitization Trustee
determines that at such time one or more Permitted Investments having
substantially the same maturities, similar demand features and bearing interest
at the relevant Required Rates are available and investment therein rather than
in TMCC Demand Notes will not, by itself, cause a Rating Agency to reduce or
withdraw its rating of any Class of Certificates, the Securitization Trustee may
invest in such Permitted Investment (the "Successor Permitted Investments")
notwithstanding the requirements of the next succeeding paragraph.
Moreover, none of the foregoing (except long term debt obligations of
TMCC or its successor described in clause (h) above or any Successor Permitted
Investment) will be a Permitted Investment with respect to amounts on deposit in
the Certificateholders' Account unless by its own terms it matures on or before
the Deposit Date preceding the next relevant Certificate Payment Date and it
includes a demand, put or similar feature such that the 1998-B Securitization
Trustee is able to cause such investment to mature before such Deposit Date to
the extent set forth in Section 3.02(a) of the 1998-B Securitization Trust
Agreement.
For purposes of this definition, any reference to the highest available
credit rating of an obligation shall mean the highest available credit rating
for such obligation (excluding any "+" signs associated with such rating), or
such lower credit rating (as approved in writing by each Rating Agency) as will
not result in the qualification, downgrading or withdrawal of the rating then
assigned by such Rating Agency to any Rated Certificates issued by the 1998-B
Securitization Trust. Also for purposes of this definition, any reference to a
Rating Agency refers only to a Rating Agency that has, at the request of the
Grantor, rated securities issued by the 1998-B Securitization Trust.
"PRINCIPAL COLLECTIONS" means, with respect to any Collection Period,
all Collections allocable to the principal component of any 1998-B Contract
discounted to the extent described below. For purposes of determining
Principal Collections, the principal component of all payments (including any
payment in respect of the Booked Residual Value thereof) made or to be made
on or in respect of a 1998-B Contract
23
(or the related 1998-B Leased Vehicle) with a Lease Rate less than 9.00% per
annum will be discounted at a per annum rate of 9.00%, thereby effectively
reallocating a portion of the payments received in respect of the principal
component of the 1998-B Contracts to Interest Collections and providing
additional credit enhancement for the benefit of the Certificateholders.
"REALLOCATION DEPOSIT AMOUNT" means the amount required to be deposited
by the Servicer into the 1998-B SUBI Collection Account pursuant to Section 3.03
of the 1998-B Servicing Supplement in connection with any 1998-B Contract as to
which a breach of a representation, warranty or covenant that materially and
adversely affects the owners of interests in the 1998-B 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 1998-B SUBI Contract as a UTI
Asset.
"REALLOCATION PAYMENT" means the amount required to be deposited by the
Servicer into the 1998-B SUBI Collection Account in connection with any 1998-B
Contract as to which a breach of a representation, warranty or covenant that
materially and adversely affects the owners of interests in the 1998-B 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 1998-B 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 1998-B Contract at the
related Lease Rate that was delinquent as of the end of such Collection Period.
"RECORD DATE" means, with respect to the Class B Certificates and each
relevant Certificate Payment Date, the last Business Day of the calendar month
immediately preceding the month in which such Certificate Payment Date occurs.
"REPOSSESSED LEASED VEHICLES" means any 1998-B Leased Vehicle actually
repossessed by the Servicer or its agent or returned by the related Obligor 31
or more days prior to the termination date specified in the related 1998-B
Contract, as such termination date may have been deferred as described herein,
but as to which one or more scheduled Monthly Payments has not been made by or
on behalf of the Obligor.
"REQUIRED AMOUNT" means, as of any Deposit Date, the sum of (1) the
excess of (a) the sum of any anticipated amounts to be allocable as set forth in
Section 3.01(d) clauses (i), (ii), (iii), (viii), (ix) and (x) of the 1998-B
Securitization Trust Agreement with respect to the related Monthly Allocation
Date, over (b) the amount of Available Interest allocable, applicable or payable
in respect thereof on the related Monthly Allocation Date, (2) if such Deposit
Date relates to a relevant Certificate Payment Date, the amount remaining on
deposit in the Reserve Fund, (3) on the relevant Stated Maturity Date, the
amount remaining on deposit in the Reserve Fund to the extent necessary to (a)
fund any unreimbursed Maturity Advances and (b) provided that such amounts on
deposit in the Reserve Fund are sufficient to reduce the Adjusted Certificate
Balance of all Classes of outstanding Certificates to zero, reduce the Adjusted
Certificate Balance of all Classes of outstanding Certificates to zero and (4)
on the relevant Stated Maturity Date, the amount remaining on deposit in the
Reserve Fund to the extent necessary to reduce the Adjusted Class A-1
Certificate Balance, Adjusted Class A-2 Certificate
24
Balance, Adjusted Class A-3 Certificate Balance and Adjusted Class B Certificate
Balance to zero (including reimbursements of Loss Amounts and Certificate
Principal Loss Amounts previously allocated thereto).
"REQUIRED RATE" means, with respect to any Permitted Investment of
amounts held in the Certificateholders' Account in respect of (i) the
Adjusted Class A-1 Certificate Balance will be the Class A-1 Rate, (ii) the
Adjusted Class A-2 Certificate Balance will be the Class A-2 Rate, (iii) the
Adjusted Class A-3 Certificate Balance will be the Class A-3 Rate, (iv) the
Adjusted Class B Certificate Balance will be the Class B Rate, and (v) in
respect of amounts allocated in respect of the Class A-1 Monthly Interest
Accrual Amount, or any Class A-1 Interest Carryover Shortfall, the Class A-2
Monthly Interest Accrual Amount, or any Class A-2 Interest Carryover
Shortfall, the Class A-3 Monthly Interest Accrual Amount, or any Class A-3
Interest Carryover Shortfall, interest on the Class B Certificate Balance or
any Class B Interest Carryover Shortfall will be the one month commercial
paper rate, which rate will reset monthly as described in the Indenture.
"RESERVE FUND" means the account designated as such and established and
maintained pursuant to Section 3.02(b) of the 1998-B 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 $41,247,639.20
(3.7% of the Aggregate Net Investment Value as of the Cutoff Date).
"RESERVE FUND SECURITIES INTERMEDIARY" means U.S. Bank National
Association in its capacity as securities intermediary (as such term is
defined in Section 8-102 of the New York UCC) with respect to the Reserve
Fund established pursuant to the 1998-B Securitization Trust Agreement.
"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 the Certificate, if any, issued on the
Closing Date pursuant to Section 4.01 of the 1998-B Securitization Trust
Agreement to represent a Class B Certificate having a principal amount less than
$1,000.
"RESIDUAL VALUE INSURANCE POLICIES" means, collectively, (i) the Residual
Value Insurance Policy number RVI 97001 issued effective October 1, 1996 by
Toyota Motor Insurance Corporation of Vermont in favor of the Titling Trust and
naming TMCC as additional insured and loss payee and reinsured by RVI Guaranty
Co., Ltd. and (ii) the Residual Value Insurance policy number [_______________]
issued effective [___________, 1998] by [______________] in favor of the Titling
Trust and naming TMCC as additional insured and loss payee.
"RESIDUAL VALUE LOSS AMOUNT" means, as of any Monthly Allocation Date,
the sum of (a) the aggregate of the Residual Values of all 1998-B 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
25
Period and (b) the excess, if any, of (i) the aggregate of the Residual
Values of all 1998-B 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 1998-B Leased Vehicles net of related Matured Leased Vehicle Expenses
incurred with respect to 1998-B Leased Vehicles during such Collection Period
over the aggregate of the Booked Residual Values of such 1998-B 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
1998-B Leased Vehicles returned to the Servicer relating to Matured Contracts
and sold during such period is greater than 25% of all 1998-B Contracts that,
as of their respective origination dates, had been scheduled to become
Matured Contracts during such period (provided that at least 500 such 1998-B
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 is less than 75% of
the average Residual Values of 1998-B Leased Vehicles disposed of or
liquidated during such period.
"REVOLVING PERIOD" means the period from the Cutoff Date through the
calendar day preceding the earliest to occur of the Accumulation Date, the date
of an Accumulation Event or a Liquidation Event.
"SCHEDULE OF CONTRACTS AND LEASED VEHICLES" means the list of 1998-B
Contracts and 1998-B 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 1998-B Servicing Supplement, and which shall set
forth the following information with respect to each such Contract in separate
columns:
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
26
"SECURITY DEPOSIT" means any Security Deposit (as defined in the Annex of
Definitions attached to the Titling Trust Agreement) under any 1998-B Contract.
"SECURITIZATION TRUST DOCUMENTS" means each of the Transaction Documents
relating to the Securitized Financing contemplated by the 1998-B SUBI Supplement
and the 1998-B Securitization Trust Agreement.
"SERVICER" means TMCC, in its capacity as servicer under the Titling
Trust Agreement and the 1998-B Servicing Supplement, or any successor to TMCC in
such capacities.
"SERVICER'S CERTIFICATE" means the report prepared monthly by the
Servicer substantially in the form of Exhibit C to the 1998-B SUBI Servicing
Supplement.
"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, $60,496,537.49 (5.5% 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 $71,495,907.94 (6.5% 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
Adjusted Investor Balance.
"STATEMENT TO CERTIFICATEHOLDERS" means the statement provided to
Certificateholders pursuant to Section 3.03(a) of the 1998-B Securitization
Trust Agreement.
"SUBI SECURITIES INTERMEDIARY" means U.S. Bank National Association in
its capacity as securities intermediary (as such term is defined in Section
8-102 of the New York UCC) with respect to the TLI SUBI Securities Account,
the TMCC SUBI Securities Account and the 1998-B SUBI Securities Account.
"SUBSEQUENT CONTRACTS" means those additional retail closed-end lease
contracts in which, during the Revolving Period, payments made on or in respect
of the 1998-B SUBI Assets allocable to principal and certain reimbursed Loss
Amounts will be reinvested pursuant to Section 3.02 of the 1998-B Servicing
Supplement.
"SUBSEQUENT LEASED VEHICLES" means the automobiles and light duty trucks
relating to the Subsequent Contracts.
"TLI SUBI SECURITIES ACCOUNT" means the account established by U.S.
Bank National Association in its capacity as SUBI Securities Intermediary
pursuant to the TLI SUBI Securities Account Control Agreement, dated as of
September 1, 1998.
27
"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 SUBI SECURITIES ACCOUNT" means the account established by U.S.
Bank National Association in its capacity as SUBI Securities Intermediary
pursuant to the TMCC SUBI Securities Account Control Agreement, dated as of
September 1, 1998.
"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 amounts
applied to reimburse Loss Amounts and Certificate Principal Loss Amounts
allocated to the Investor Interest in Subsequent Contracts and Subsequent
Leased Vehicles.
"TRANSFEROR" means TLI, in its capacity as transferor under the 1998-B
Securitization Trust Agreement, and each successor thereto in the same capacity
pursuant to the 1998-B Securitization Trust Agreement.
"TRANSFEROR AMOUNTS" means, with respect to any Monthly Allocation Date,
amounts available for distribution to the Transferor for such Monthly Allocation
Date pursuant to Section 3.01(d)(xiv) and under the heading "Transferors;
Transferor Amounts" in Section 301(d) of the 1998-B Securitization Trust
Agreement.
"TRANSFEROR CERTIFICATE" means the Certificate executed and authenticated
by the 1998-B Securitization Trustee in substantially the form thereof set forth
in the 1998-B Securitization Trust Agreement.
"TRANSFEROR INTEREST" means, as of any date, an amount equal to (i) the
Aggregate Net Investment Value less (ii) the Adjusted Investor Balance.
"TRANSFEROR PERCENTAGE" means, with respect to Interest Collections and
Principal Collections allocable to the 1998-B 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.
"TRUST OFFICER" when used with respect to the 1998-B Securitization
Trustee, means any officer within the Corporate Trust Office including any
Principal, Managing Director, Vice President, Assistant Vice President,
Secretary, Assistant Secretary Treasurer or Assistant Treasurer or any other
officer of the 1998-B Securitization Trustee customarily performing functions
similar to those performed by any of the above designated officers and also,
with respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge and familiarity with the particular
subject.
"UNALLOCATED PRINCIPAL COLLECTIONS" means, with respect to any Monthly
Allocation Date, the principal portion of any Transferor Amounts that are not
paid to the Transferor on such Monthly Allocation Date pursuant to the 1998-B
Securitization Trust Agreement because the Transferor Interest is less than or
equal to zero. Such amounts will be retained in the 1998-B SUBI Collection
Account until (a) applied to cover the Class A-1 Monthly Interest Accrual
28
Amount, the Class A-2 Monthly Interest Accrual Amount, the Class A-3 Monthly
Interest Accrual Amount, any Class A-1 Interest Carryover Shortfall, any Class
A-2 Interest Carryover Shortfall, any Class A-3 Interest Carryover Shortfall,
the Class B Monthly Interest Accrual Amount, any Class B Interest Carryover
Shortfall, or any Loss Amounts or Certificate Principal Loss Amounts allocable
to the Adjusted Class A-1 Certificate Balance, the Adjusted Class A-2
Certificate Balance, the Adjusted Class A-3 Certificate Balance or the Adjusted
Class B Certificate Balance, (b) the Adjusted Class A-1 Certificate Balance,
Adjusted Class A-2 Certificate Balance, the Adjusted Class A-3 Certificate
Balance and Adjusted Class B Certificate Balance have been reduced to zero (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 ADMINISTRATION EXPENSES" with respect to
any Monthly Allocation Date will equal one-twelfth of the aggregate amounts
sufficient to pay the 1998-B Securitization Trustee's compensation and other
Administrative Expenses with respect to the 1998-B Securitization Trust payable
or reimbursable thereto on such Monthly Allocation Date under the 1998-B
Securitization Trust Agreement, including those due under Section 6.05 of the
1998-B 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 1998-B SUBI and
payable or reimbursable thereto on such Monthly Allocation Date under the 1998-B
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 of the 1998-B
Securitization Trust Agreement) then on deposit in the 1998-B SUBI Collection
Account that have not been reinvested in Subsequent Contracts and Subsequent
Leased Vehicles as contemplated by Section 3.02 of the 1998-B Servicing
Supplement.
"U.S. BANK" means U.S. Bank National Association, formerly known as First
Bank National Association.
"U.S. PERSON" means any citizen or resident of the United States, a
corporation, partnership or other entity organized in or under the laws of the
United States or any State, an estate the income of which is subject to United
States federal income taxation regardless of its source, and a trust as to which
(i) a court within the United States is able to exercise primary supervision
over its administration and (ii) one or more United States persons have the
authority to control all substantial decisions of such trust, and "restricted
period" has the meaning given such term in the regulations promulgated under
Section 163(f) of the Code.
29
"VOTING INTEREST" means, as to any Investor Certificate, the percentage
obtained by dividing the Adjusted Class A-1 Certificate Balance, Adjusted Class
A-2 Certificate Balance, Adjusted Class A-3 Certificate Balance or Adjusted
Class B Certificate Balance that is represented by such Investor Certificate
(pro rata, according to the denominations of the Certificates of such Class) by
(i) the Adjusted Class A-1 Certificate Balance, Adjusted Class A-2 Certificate
Balance, Adjusted Class A-3 Certificate Balance or Adjusted Class B Certificate
Balance, as the case may be or (ii) with respect to the actions, notices or
votes to be taken by all Classes voting or acting as a single Class, the sum of
the Adjusted Class A-1 Certificate Balance, Adjusted Class A-2 Certificate
Balance, Adjusted Class A-3 Certificate Balance and the Adjusted Class B
Certificate Balance; 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 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.
30
STATE OF CALIFORNIA )
) ss.:
COUNTY OF LOS ANGELES )
On the _________ day of [___________] 1998, before me, a notary public in
and for of the State of California, personally appeared Xxxxxx X. 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 CALIFORNIA )
) ss.:
COUNTY OF LOS ANGELES )
On the _________ day of [___________] 1998, before me, a notary public in
and for of the State of Illinois, 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 CALIFORNIA )
) ss.:
COUNTY OF LOS ANGELES )
On the _________ day of [___________] 1998, before me, a notary public in
and for of the State of Illinois, 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 CALIFORNIA )
) ss.:
COUNTY OF LOS ANGELES )
On the _________ day of [___________] 1998, before me, a notary public in
and for of the State of _________, personally appeared _________________,
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]
EXHIBIT A
FORM OF 1998-B SUBI CERTIFICATE
TOYOTA LEASE TRUST
1998-B SUBI CERTIFICATE
Evidencing a fractional undivided interest in specified SUBI assets
within the 1998-B 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 specified assets of the 1998-B
SUBI (the "1998-B SUBI") which in turn is comprised of interests in the
assets of the 1998-B SUBI Sub-Trust (the "1998-B 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 [_________], 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 1998-B SUBI Supplement.
This 1998-B SUBI Certificate and the 1998-B SUBI Insurance Certificate
are the only duly authorized SUBI Certificates issued under the 1998-B SUBI
Supplement to Amended and Restated Trust and Servicing Agreement (the "1998-B
SUBI Supplement") dated as of [___________], 1998, among the UTI Beneficiary,
the Titling Trustee, for certain limited purposes as set forth therein, the
Trust Agent and [_________________________], as 1998-B Securitization
Trustee. This 1998-B SUBI Certificate is subject to the terms, provisions and
conditions of the Titling Trust Agreement and the 1998-B SUBI Supplement, to
which agreements any Beneficiary of this 1998-B SUBI Certificate or any
interest herein by virtue of the acceptance hereof or of any interest herein
hereby assents and by which such SUBI Beneficiary is bound.
A-1
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, representing 100%
of the beneficial interests in the UTI, has been issued to the UTI
Beneficiary and the 1997-A SUBI Certificate, representing 100% of the
beneficial interests in the 1997-A SUBI and the 1997-A SUBI Sub-Trust, has
been issued on or before the date of the initial issue of this 1998-B SUBI
Certificate. 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 is identified in the Titling Trust
Agreement and the property of the 1998-B SUBI Sub-Trust is identified in the
1998-B SUBI Supplement. Pursuant to the 1998-B SUBI Supplement, the 1998-B
SUBI Assets were identified and allocated on the records of the Titling Trust
as a separate SUBI Sub-Trust (the "1998-B SUBI Sub-Trust"), and the
beneficial interest in the 1998-B SUBI Sub-Trust was designated as a separate
SUBI known as the "1998-B SUBI". The assets of the 1998-B SUBI Sub-Trust are
represented by two SUBI Certificates: (i) this 1998-B SUBI Certificate
evidencing beneficial interests in all the 1998-B SUBI Assets other than the
proceeds of the Residual Value Insurance Policies; and (ii) the 1998-B SUBI
Insurance Certificate evidencing beneficial interests in the 1998-B SUBI
Assets that are proceeds of the Residual Value Insurance Policies. Any
holder of the 1998-B SUBI Certificate or the 1998-B SUBI Insurance
Certificate shall be considered a 1998-B SUBI Beneficiary. The rights of the
Beneficiaries of this 1998-B SUBI Certificate and the 1998-B SUBI Insurance
Certificate to certain of the proceeds of the 1998-B SUBI Assets are and will
be further set forth in the Titling Trust Agreement and the 1998-B SUBI
Supplement.
This 1998-B SUBI Certificate is limited in right of payment to certain
collections and recoveries respecting the Contracts (and the related
Obligors) and the Leased Vehicles allocated to the 1998-B SUBI Sub-Trust, all
to the extent and as more specifically set forth in the Titling Trust
Agreement and the 1998-B SUBI Supplement. Copies of the Titling Trust
Agreement and the 1998-B 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 1998-B SUBI
Beneficiary upon request.
By accepting this 1998-B 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 1998-B SUBI Sub-Trust (except for those
evidenced by the 1998-B SUBI Insurance Certificate and those proceeds or
assets derived from or earned by the 1998-B SUBI Assets (except for those
assets evidenced by the 1998-B SUBI Insurance Certificate and the proceeds
therefrom). In addition, by accepting this 1998-B 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 1998-B 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.
A-2
The 1998-B SUBI Supplement and the Titling Trust Agreement may be
amended from time to time, to the extent such amendment applies to or affects
only the 1998-B SUBI and the 1998-B SUBI Portfolio, by a writing signed by
the Titling Trustee, the UTI Beneficiary, each 1998-B 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 1998-B Securitization Trustee and upon prior written notice to
each Rating Agency that includes the substance of the proposed amendment.
Any amendment of the Titling Trust Agreement or of any other SUBI Supplement
that applies to or affects any UTI or Other SUBI and this 1998-B SUBI shall
also be subject to the foregoing provisions. The foregoing does not apply to
any amendment of the Titling Trust Agreement or any other SUBI Supplement
that neither applies to nor affects the 1998-B SUBI or the 1998-B SUBI
Portfolio and such amendments shall not require the consent of any 1998-B
Beneficiary or the 1998-B Securitization Trustee. If approval of any 1998-B
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 1998-B SUBI Certificate.
As provided in the Titling Trust Agreement and the 1998-B SUBI
Supplement, this 1998-B 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 1998-B 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 1998-B 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.
Unless this 1998-B SUBI Certificate shall have been executed by an
authorized officer of the Titling Trustee, by manual signature, this 1998-B
SUBI Certificate shall not entitle the holder hereof to any benefit under the
Titling Trust Agreement or the 1998-B SUBI Supplement or be valid for any
purpose.
A-3
IN WITNESS WHEREOF, the Titling Trustee on behalf of the Titling Trust and
not in its individual capacity has caused this 1998-B SUBI Certificate to be
duly executed.
Dated:
TOYOTA LEASE TRUST
By: TMTT, INC., as Titling Trustee
By: ________________________________
Authorized Officer
ATTEST:
______________________________
A-4
EXHIBIT B
FORM OF 1998-B SUBI INSURANCE CERTIFICATE
TOYOTA LEASE TRUST
1998-B SUBI INSURANCE CERTIFICATE
Evidencing a fractional undivided interest in specified SUBI assets
within the 1998-B 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 specified assets of the 1998-B
SUBI (the "1998-B SUBI") which in turn is comprised of interests in the
assets of the 1998-B SUBI Sub-Trust (the "1998-B 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 [_____________], 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 1998-B SUBI Supplement.
This SUBI Insurance Certificate and the 1998-B SUBI Certificate are the
only duly authorized SUBI Certificates issued under the 1998-B SUBI
Supplement to Amended and Restated Trust and Servicing Agreement (the "1998-B
SUBI Supplement") dated as of [___________], among the UTI Beneficiary, the
Titling Trustee, for certain limited purposes as set forth therein, the Trust
Agent and [_________________________], as 1998-B Securitization Trustee.
This 1998-B SUBI Insurance Certificate is subject to the terms, provisions
and conditions of the Titling Trust Agreement and the 1998-B SUBI Supplement,
to which agreements any Beneficiary of this 1998-B SUBI Insurance Certificate
or any interest herein by virtue of the acceptance hereof or of any interest
herein hereby assents and by which such SUBI Beneficiary is bound.
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
B-1
Certificate, representing 100% of the beneficial interests in the UTI, has
been issued to the UTI Beneficiary and the 1997-A SUBI Certificate,
representing 100% of the beneficial interests in the 1997-A SUBI and the
1997-A SUBI Sub-Trust, has been issued on or before the date of initial issue
of this 1998-B SUBI Certificate. 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 is identified in the Titling Trust
Agreement and the property of the 1998-B SUBI Sub-Trust is identified in the
1998-B SUBI Supplement. Pursuant to the 1998-B SUBI Supplement, the 1998-B
SUBI Assets were identified and allocated on the records of the Titling Trust
as a separate SUBI Sub-Trust (the "1998-B SUBI Sub-Trust"), and the
beneficial interest in the 1998-B SUBI Sub-Trust was designated as a separate
SUBI known as the "1998-B SUBI". The assets of the 1998-B SUBI Sub-Trust are
represented by two SUBI Certificates: (i) this SUBI Insurance Certificate
evidencing beneficial interests in the 1998-B SUBI Assets that are proceeds
of the Residual Value Insurance Policies; and (ii) the 1998-B SUBI
Certificate evidencing beneficial interests in all of the 1998-B SUBI Assets
other than the proceeds of the Residual Value Insurance Policies. Any holder
of the 1998-B SUBI Certificate or the 1998-B SUBI Insurance Certificate shall
be considered a 1998-B SUBI Beneficiary. The rights of the Beneficiaries of
this 1998-B SUBI Insurance Certificate and the 1998-B SUBI Certificate to
certain of the proceeds of the 1998-B SUBI Assets are and will be further set
forth in the Titling Trust Agreement and the 1998-B SUBI Supplement.
This 1998-B SUBI Insurance Certificate is limited in right of payment to
certain collections and recoveries respecting the Contracts (and the related
Obligors) and the Leased Vehicles allocated to the 1998-B SUBI Sub-Trust, all
to the extent and as more specifically set forth in the Titling Trust
Agreement and the 1998-B SUBI Supplement. Copies of the Titling Trust
Agreement and the 1998-B 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 1998-B SUBI
Beneficiary upon request.
By accepting this 1998-B SUBI Insurance 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 1998-B SUBI Sub-Trust
(except for those evidenced by the 1998-B SUBI Certificate) and those
proceeds or assets derived from or earned by the 1998-B SUBI Assets that are
proceeds of Residual Value Insurance Policies (except for those evidenced by
the 1998-B SUBI Certificate and the proceeds thereof). In addition, by
accepting this 1998-B SUBI Insurance 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
1998-B 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 1998-B SUBI Supplement and the Titling Trust Agreement may be
amended from time to time, to the extent such amendment applies to or affects
only the 1998-B SUBI and the 1998-B SUBI Portfolio, by a writing signed by
the Titling Trustee, the UTI Beneficiary, each
B-2
1998-B 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 1998-B Securitization Trustee and upon
prior written notice to each Rating Agency that includes the substance of the
proposed amendment. Any amendment of the Titling Trust Agreement or of any
other SUBI Supplement that applies to or affects any UTI or Other SUBI and
this 1998-B SUBI shall also be subject to the foregoing provisions. The
foregoing does not apply to any amendment of the Titling Trust Agreement or
any other SUBI Supplement that neither applies to nor affects the 1998-B SUBI
or the 1998-B SUBI Portfolio and such amendments shall not require the
consent of any 1998-B SUBI Beneficiary or the 1998-B Securitization Trustee.
If approval of any 1998-B 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 1998-B SUBI Certificate.
As provided in the Titling Trust Agreement and the 1998-B SUBI
Supplement, this 1998-B SUBI Insurance 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 1998-B SUBI Insurance 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 1998-B SUBI Insurance 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.
Unless this 1998-B SUBI Insurance Certificate shall have been executed
by an authorized officer of the Titling Trustee, by manual signature, this
1998-B SUBI Insurance Certificate shall not entitle the holder hereof to any
benefit under the Titling Trust Agreement or the 1998-B SUBI Supplement or be
valid for any purpose.
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IN WITNESS WHEREOF, the Titling Trustee on behalf of the Titling Trust and
not in its individual capacity has caused this 1998-B SUBI Insurance Certificate
to be duly executed.
Dated: [___________], 1998
TOYOTA LEASE TRUST
By: TMTT, INC., as Titling Trustee
By: _______________________________
Authorized Officer
ATTEST:
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SCHEDULE I
SCHEDULE OF 1998-B CONTRACTS AND
1998-B LEASED VEHICLES AS OF THE CUTOFF DATE
[Omitted. On file with the Servicer, the Titling Trustee and the 1998-B
Securitization Trustee.]
S-I