EXECUTION COPY
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TOYOTA MOTOR CREDIT CORPORATION
TMTT, INC.,
as Trustee of Toyota Lease Trust
and,
for Certain Limited Purposes only,
FIRST BANK NATIONAL ASSOCIATION,
as Trust Agent
UTI SUPPLEMENT
TO
AMENDED AND RESTATED
TRUST AND SERVICING AGREEMENT
Dated as of October 1, 1996
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TABLE OF CONTENTS
PAGE
ARTICLE X.
DEFINITIONS
SECTION 10.01 Definitions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
ARTICLE XI.
CREATION AND TERMINATION OF TRUST INTERESTS
SECTION 11.01 Initial Creation of UTI, Subdivision Thereof. . . . . . . . . . . . .2
SECTION 11.02 Issuance and Form of UTI Certificates.. . . . . . . . . . . . . . . .4
SECTION 11.03 Filings.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
SECTION 11.04 Termination of UTI. . . . . . . . . . . . . . . . . . . . . . . . . .5
ARTICLE XII.
ACCOUNTS AND CASH FLOWS
SECTION 12.01 Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
SECTION 12.02 Cash Flows. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
SECTION 12.03 Distribution of Funds, Default in UTI Pledge. . . . . . . . . . . . .8
SECTION 12.04 Lease Funding Accounts. . . . . . . . . . . . . . . . . . . . . . . .8
SECTION 12.05 Rebalancing After Third Party Claims. . . . . . . . . . . . . . . . .9
ARTICLE XIII.
MISCELLANEOUS PROVISIONS
SECTION 13.01 Governing Law.. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 13.02 Effect of UTI Supplement on Trust Agreement.. . . . . . . . . . . . 10
SECTION 13.03 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 13.04 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
EXHIBITS
EXHIBIT A Form of Direction to Create UTI Unit. . . . . . . . . . . . . . . . . .A-1
EXHIBIT B Form of Direction to Reallocate UTI Unit Assets . . . . . . . . . . . .B-1
EXHIBIT C Form of [Residual] UTI [Unit] Certificate . . . . . . . . . . . . . . .C-1
EXHIBIT D Forms of Contract . . . . . . . . . . . . . . . . . . . . . . . . . . .D-1
EXHIBIT E Form of Dealer Agreement. . . . . . . . . . . . . . . . . . . . . . . .E-1
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UTI SUPPLEMENT TO AMENDED AND RESTATED
TRUST AND SERVICING AGREEMENT
UTI SUPPLEMENT TO AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT, dated
and effective as of October 1, 1996, among TOYOTA MOTOR CREDIT CORPORATION, a
California corporation (in its capacities as grantor, initial beneficiary and
servicer), TMTT, INC., a Delaware corporation, as Titling Trustee, and for
certain limited purposes only, FIRST BANK NATIONAL ASSOCIATION, a national
banking association, as Trust Agent.
RECITALS
A. TMCC, the Titling Trustee and the Trust Agent have entered into that
certain Trust and Servicing Agreement, as the same was amended and restated
pursuant to that certain Amended and Restated Trust and Servicing Agreement,
each dated as of October 1, 1996 (collectively, the "Titling Trust Agreement"),
pursuant to which the Grantor and the Titling Trustee formed Toyota Lease Trust,
a Delaware business 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 all Titling Trust
Assets, other than those from time to time identified on the Titling Trust's
books and records by the Titling Trustee on behalf of the Titling Trust and at
the direction of the UTI Beneficiary, as SUBI Assets allocated to separate SUBI
Sub-Trusts, shall constitute UTI Assets, and that the Titling Trustee shall
create an undivided trust interest therein and issue to the UTI Beneficiary a
UTI Certificate evidencing such UTI, and the UTI Beneficiary and its permitted
assignees generally will be entitled to the proceeds of, including the net cash
flow arising from, but only from, the UTI Assets.
C. The parties hereto desire to supplement the terms of the Titling Trust
Agreement to cause the Titling Trustee, at the direction of the UTI Beneficiary,
to identify the UTI Portfolio and to allocate the related Titling Trust Assets
to the UTI Sub-Trust and to create and issue to the UTI Beneficiary one or more
UTI Certificates that collectively evidence the entire beneficial interest in
the UTI, and to set forth the terms and conditions thereof.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and in the Titling Trust Agreement, the parties hereto agree to
the following supplemental obligations and provisions with regard to the UTI
Portfolio:
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ARTICLE X.
DEFINITIONS
SECTION 10.01 Definitions.
For all purposes of this UTI 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 for all purposes of
this UTI Supplement. In the event of any conflict between a definition set
forth herein and that set forth in the Annex of Definitions, that set forth
herein shall prevail. All terms used in this UTI 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 UTI Supplement as a
whole and not to any particular article or section within this UTI Supplement.
All references such as "includes" and variations thereon shall mean "includes
without limitation" and references to "or" shall mean "and/or". Any reference
herein to the "Titling Trustee, acting on behalf of the Titling Trust", or words
of similar import, shall be deemed to mean the Titling Trustee, acting on behalf
of Toyota Lease Trust and all beneficiaries thereof.
ARTICLE XI.
CREATION AND TERMINATION OF TRUST INTERESTS
SECTION 11.01 Initial Creation of UTI, Subdivision Thereof.
(a) Pursuant to Section 3.01(b) of the Titling Trust Agreement, all
Titling Trust Assets (including without limitation Contracts and Leased
Vehicles), other than any Titling Trust Assets denominated as SUBI Assets from
time to time in accordance with Section 3.01(c) of the Titling Trust Agreement,
shall constitute UTI Assets. All Contracts and Leased Vehicles that are
included as UTI Assets shall be, for so long as they remain UTI Assets, "UTI
Contracts" and "UTI Leased Vehicles", respectively, and collectively shall
comprise the "UTI Portfolio". The UTI Assets also shall include: the Lease
Funding Account, including all cash and Permitted Investments therein and all
income from the investment of funds therein; all Insurance Policies and rights
thereunder to the extent applicable to the UTI Portfolio, including the right to
proceeds therefrom with respect to the UTI Portfolio or obligors with respect
thereto, as the case may be; the right to receive the proceeds of all Dealer or
other repurchase obligations, if any, relating to the UTI Portfolio; and all
proceeds of the conversion, voluntary or involuntary, of any of the foregoing
into cash or other property.
(b) Also pursuant to Section 3.01(b) of the Titling Trust Agreement,
the beneficial interest in the UTI Assets shall constitute the UTI. The UTI
shall represent an undivided beneficial interest solely in the UTI Assets.
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(c) Upon the written direction of the UTI Beneficiary to the Titling
Trustee (in substantially the form attached as Exhibit A) in connection with a
UTI Pledge or otherwise, the Titling Trustee shall from time to time identify
and allocate or cause to be identified and allocated on the books and records of
the Titling Trust one or more separate sub-portfolios of UTI Assets, to be so
identified and allocated by date of origination, lease number and original
principal balance, but otherwise not accounted for independently within the UTI
Portfolio, which shall be represented by one or more UTI Unit Certificates (as
defined in Section 11.02(a)), with the residual UTI Assets and the residual UTI
Portfolio being represented by the Residual UTI Certificate.
All UTI Assets not allocated or identified as UTI Unit Assets shall remain
as Residual UTI Assets until allocated as UTI Unit Assets or SUBI Assets. Upon
such allocation as UTI Unit Assets or SUBI Assets, such Residual UTI Assets
shall no longer be assets of, or allocated to, the Residual UTI Portfolio,
unless and until specifically reallocated to the Residual UTI Portfolio from
that UTI Unit Portfolio or SUBI Portfolio pursuant to a written direction from
the holder of the related UTI Unit Certificate or SUBI Certificate, as
applicable, to the Titling Trustee. Each such direction to reallocate UTI Unit
Assets or SUBI Assets to the Residual UTI Portfolio, and each similar direction
to allocate UTI Unit Assets or UTI Residual Assets to a SUBI Portfolio, shall be
in substantially the form attached as Exhibit B. The undivided beneficial
interest in each such UTI Unit Portfolio shall constitute a separate subdivision
of the Undivided Trust Interest (each, a "UTI Unit"); the undivided interest in
the Residual UTI Portfolio shall constitute a separate subdivision of the UTI
(the "Residual UTI Unit"); and the Residual UTI Unit and any UTI Units
outstanding from time to time collectively shall comprise the UTI.
The Titling Trustee shall distribute to or upon the order of the UTI
Beneficiary one or more UTI Units, each UTI Unit representing a specific
undivided interest in (but only in) such identified UTI Unit Portfolio and the
UTI Unit Assets allocated thereto from time to time.
Before any UTI Unit Certificate is issued, Section 2.07 of the Titling
Trust Agreement must be amended, if and to the extent, that the issuance of the
UTI Unit Certificate and its possible transfer could result in the UTI
Beneficiary and the holders of the UTI Unit Certificates being two different
entities.
(d) The UTI Beneficiary shall at all times maintain a minimum net
worth of at least $5,000,000 (excluding the value of any UTI Certificate(s) or
SUBI Certificates held thereby).
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SECTION 11.02 Issuance and Form of UTI Certificates.
(a) The UTI initially shall be represented by a single trust
certificate (together with any replacements thereof, the "Residual UTI
Certificate"). Upon the written direction described above in Section 11.01(c),
the UTI thereafter shall be represented by the Residual UTI Certificate and any
additional trust certificate representing each UTI Unit to be formed (together
with any replacements thereof, a "UTI Unit Certificate") and such previous UTI
Unit Certificates as may have been issued and not retired. All such trust
certificates shall constitute "UTI Certificates" within the meaning of Section
3.01(b) of the Titling Trust Agreement. The Residual UTI Certificate, and each
other UTI Certificate shall be in substantially the form of Exhibit C attached
hereto, with such appropriate insertions, omissions, substitutions and other
variations as are required by this UTI Supplement, and may have such letters,
numbers or other marks of identification and such legends and endorsements
placed thereon as may, consistently herewith and with the Titling Trust
Agreement, be directed by the UTI Beneficiary. Each UTI Certificate shall be
printed, lithographed, typewritten, mimeographed, photocopied or otherwise
produced or may be produced in any other manner as may, consistently herewith
and with the Titling Trust Agreement, be determined by the UTI Beneficiary.
(b) Each UTI Certificate shall contain (i) an express written waiver
of any claim by any holder thereof to any assets of the Titling Trustee and to
all of the Titling Trust Assets or proceeds thereof other than the UTI Unit
Assets or Residual UTI Assets, as the case may be, represented by such UTI
Certificate, and those proceeds or assets derived from or earned by such UTI
Assets, and (ii) an express subordination in favor of the holder of each SUBI
Certificate (or pledgee thereof) by any holder or pledgee of a UTI Certificate
to any claim to any SUBI Asset that, notwithstanding such holder's or pledgee's
disclaimer, may be determined to exist.
(c) Neither any interest in the UTI nor any UTI Certificate may be
transferred or assigned by the UTI Beneficiary other than as contemplated
herein, and any such purported transfer or assignment shall be deemed null, void
and of no effect. However, any UTI Certificates and the Residual UTI
Certificate may be pledged, and a security interest therein granted, and may be
transferred or assigned absolutely to or by the pledgee thereof, solely in
connection with exercise of remedies with respect to a default under or with
respect to any Securitized Financing secured thereby or any UTI Pledge secured
thereby; provided that each pledgee or transferee must (i) give a non-petition
covenant substantially similar to that set forth in Section 6.14 of the Titling
Trust Agreement, and (ii) execute an agreement between or among itself, each
other assignee or pledgee from time to time of the UTI or any UTI Certificate,
and each assignee or pledgee from time to time of any SUBI or SUBI Certificate,
to release all claims to the SUBI Assets and, in the event that such release is
not given effect, to fully subordinate all claims it may be deemed to have
against the SUBI Assets.
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SECTION 11.03 Filings.
The Grantor, the UTI Beneficiary (if different from the Grantor) and the
Titling Trustee, as directed by and at the expense of 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 foregoing allocations of Titling Trust
Assets to the UTI Portfolio, including without limitation 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
Grantor or the UTI Beneficiary hereunder or for such purposes under any other
documents relating to any Securitized Financing involving the UTI or a UTI
Pledge; provided, however, that in no event will the Grantor, the UTI
Beneficiary or the Titling Trustee be required to take any action to perfect
(i) any allocation of UTI Assets to a UTI Unit Portfolio or (ii) any security
interest that may be deemed to be held by any party in any UTI Leased
Vehicle. The Grantor and the UTI Beneficiary each hereby revocably makes and
appoints each of the Titling Trustee and the Servicer from time to time of
the UTI Portfolio, and any of the respective officers, employees or agents,
as the true and lawful attorney-in-fact of the Grantor and the UTI
Beneficiary, which appointment is coupled with an interest and is revocable
(but, in the case of the Servicer, is made only for so long as such Servicer
is acting in such capacity) with power to sign on behalf of the Grantor or
the UTI Beneficiary any financing statements, continuation statements,
security agreements, assignments, affidavits, letters of authority, notices
or similar documents necessary or appropriate
SECTION 11.04 Termination of UTI.
In connection with the termination of the Titling Trust Agreement and the
Titling Trust, upon the direction of the UTI Beneficiary and the consent of any
pledgee of a UTI Pledge, the UTI shall be terminated and the UTI Certificates
shall be returned to the Titling Trustee and canceled thereby.
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ARTICLE XII.
ACCOUNTS AND CASH FLOWS
SECTION 12.01 Accounts.
(a) On the date of the creation of the first SUBI, the Titling
Trustee will establish, and for so long as may be required by the provisions of
any SUBI Supplement, the Titling Trustee will maintain with respect to the UTI
the UTI Collection Account and Lease Funding Account (collectively, the "UTI
Accounts") described in Section 7.01(a) of the Titling Trust Agreement. All
amounts that are held in the UTI Collection Account shall be invested in
Permitted Investments in accordance with Section 12.02 of this UTI Supplement
until distributed or otherwise applied in accordance with the Titling Trust
Agreement or this UTI Supplement.
(b) The UTI Accounts shall relate solely to the UTI and the UTI
Portfolio and any funds held 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 UTI Supplement. SUBI Accounts established
pursuant to any SUBI Supplement shall relate solely to the respective SUBI's and
SUBI Portfolios. The Titling Trustee, as directed by the Servicer, will account
for and record separately all proceeds that are received by the Titling Trustee
relating to each of the Titling Trustee Accounts from the Titling Trust Assets.
(c) For so long as TMCC shall be the Servicer, the Servicer and the
Titling Trustee may make any remittances pursuant to this Article net of amounts
to be distributed to such remitting party from the Lease Funding Account or the
UTI Collection Account. In particular, unless otherwise specified in any SUBI
Supplement, advances by the UTI Beneficiary or the Servicer with respect to the
funding of Contracts or the payment of Titling Trust Expenses, and the
reimbursement of such advances from collections on the Contracts, the proceeds
of any Securitized Financing or otherwise, will not require deposit of funds
into the Lease Funding Account or UTI Collection Account, and may in each case
be made by using funds that have been commingled with other funds. Nonetheless,
each such party shall account for all of the above described remittances and
distributions as if the amounts were deposited and/or transferred separately
rather than on a net basis.
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SECTION 12.02 Cash Flows.
(a) Subject to Section 7.01(b) of the Titling Trust Agreement and
Sections 12.04 and 12.05 hereof, and except as otherwise provided herein, in any
SUBI Supplement or in any related SUBI Servicing Supplement, the Servicer or
Titling Trustee shall deposit as described in Section 7.01(b) of the Titling
Trust Agreement all collections and proceeds received by the Servicer with
respect to any Contract or Leased Vehicle, whether from regular periodic
payments by obligors under a Contract sent to a Servicer lock box or from any
other payments from such obligors or any other Persons received in any other way
by the Servicer. All such collections and proceeds shall be identified by the
Servicer as related either to (i) Contracts and Leased Vehicles in a particular
SUBI Portfolio or (ii) Contracts and Leased Vehicles remaining as part of the
UTI Portfolio and shall be deposited by the Servicer into the appropriate SUBI
Collection Account to the extent they relate to any SUBI Portfolio and into the
UTI Collection Account (or simply paid to the UTI Beneficiary by the Servicer if
the UTI Beneficiary and the Servicer are not the same person) to the extent they
relate to the UTI Portfolio.
(b) Except as provided in Sections 12.01, 12.04 and 12.05 of this UTI
Supplement, or as provided in any SUBI Supplement or related SUBI Servicing
Supplement, the Titling Trustee shall, at the direction of the Servicer, make,
or cause to be made, the following payments and transfers on each Distribution
Date from the UTI Collection Account or the appropriate SUBI Accounts (as and
to the extent specified in the related SUBI Supplement, SUBI Servicing
Supplement or Securitization Trust Agreement) in the following order and
priority: (i) to or on behalf of the Servicer, all Servicer Expenses incurred
during the related Collection Period, together with any unreimbursed Servicer
Expenses incurred in one or more prior Collection Periods; (ii) to or on behalf
of the Servicer, all Servicing Fees incurred during the related Collection
Period, together with any unpaid Servicing Fees incurred in one or more prior
Collection Periods; (iii) to or on behalf of the Person to whom due, all Titling
Trust Expenses incurred during the related Collection Period, together with any
unpaid Titling Trust Expenses incurred in one or more prior Collection Periods;
and (iv) to or upon the direction of the UTI Beneficiary, any remaining funds
therein.
(c) Except as provided in Sections 12.04 and 12.05 of this UTI
Supplement, or as provided in any SUBI Supplement or related SUBI Servicing
Supplement, the Titling Trustee shall, at the direction of the Servicer, make,
or cause to be made (or permit the allocation by the Servicer with respect to
monies held by the Servicer), on each Funding Advance Reimbursement Date,
payment from the Lease Funding Account (or from monies held by the Servicer and
allocable or distributable therefor) to or on behalf of the Servicer, the
related Funding Advance Reimbursement Amount, together with any unreimbursed
Funding Advance Reimbursement Amounts incurred in one or more prior Collection
Periods.
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(d) Unless this UTI Supplement is amended to reflect a different
arrangement specified in any one or more SUBI Supplements, the allocation of
Liabilities of the Titling Trust, including with respect to any Affected Trust
Assets, shall be as specified in Section 3.04 of the Titling Trust Agreement.
SECTION 12.03 Distribution of Funds, Default in UTI Pledge.
(a) On any date during any period in which the Titling Trustee has
neither received notice from the Servicer or any pledgee of a UTI Pledge nor
otherwise obtained actual knowledge to the effect that (i) there is any sum due
with respect to the related Securitized Financing or other UTI Pledge not
otherwise timely paid by the UTI Beneficiary (after any applicable grace
period), (ii) there is any other outstanding and uncured default by the UTI
Beneficiary with respect thereto (after any applicable grace period), or (iii)
any reimbursements of Funding Advances due to the Servicer have not been made,
the Titling Trustee, promptly upon receipt of a written demand therefor from the
related UTI Beneficiary accompanied by a written determination by the Servicer
as to the extent of Excess Funds in the Lease Funding Account, shall pay out to
such UTI Beneficiary upon its request any or all Excess Funds so requested.
(b) Notwithstanding subsection (a) above, or any direction of the
Grantor, the UTI Beneficiary or the Servicer to the contrary, during any period
as to which the Titling Trustee either has received notice from the Servicer or
any pledgee of a UTI Pledge or otherwise has obtained actual knowledge that a
default in connection therewith has occurred and is continuing, and the Titling
Trustee has not received notice of correction or cure thereof and other
assurances and indemnifications reasonably satisfactory to it with respect to
such correction or cure, the Titling Trustee shall (i) not create any new SUBI,
(ii) direct each Servicer not to accept any further assignments on behalf of the
Titling Trustee of Contracts or Leased Vehicles except as provided for in
Sections 3.04, 7.02, 7.03 and 7.04 of the Titling Trust Agreement and Section
12.04 of this UTI Supplement, and (iii) distribute to the relevant pledgee of
the UTI Pledge to which such default relates, on demand, all Excess Funds that
would otherwise be distributable to the UTI Beneficiary up to the amount
necessary to cure any such default. The Grantor, UTI Beneficiary and Servicer
each hereby agrees to and ratifies each such action on the part of the Titling
Trustee, and covenants not to give the Titling Trustee contrary instructions or
directions.
(c) If for any reason circumstances with respect to any Securitized
Financing or other UTI Pledge are such that the Titling Trustee has given to any
Servicer the notice provided for in subsection (b)(ii) above, the Titling
Trustee shall take the actions set forth in Section 12.04 of this UTI
Supplement.
SECTION 12.04 Lease Funding Accounts.
In the event that for any reason (a) (i) a different Servicer shall be
engaged by the Titling Trustee to manage one or more SUBI Portfolios, on the
one hand, and the UTI Portfolio, on the
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other hand, or (ii) the Titling Trustee has actual knowledge that
circumstances with respect to any Securitized Financing secured by a UTI
Pledge are such that a Trust Asset Transfer into one or more SUBI Portfolios
would cause a borrowing base deficiency (as defined in the documents related
to such Securitized Financing or UTI Pledge) or similar default to occur with
respect to such Securitized Financing or UTI Pledge, and (b) at such time the
Titling Trustee, acting pursuant to any SUBI Supplement, would otherwise be
causing the related Servicer to effect Trust Asset Transfers from the UTI
Portfolio into one or more SUBI Portfolios upon the written direction of the
UTI Beneficiary, the Titling Trustee shall (1) establish (to the extent such
account has not already been established with respect to such SUBI Portfolio)
and maintain in its name for each SUBI a separate SUBI Lease Funding Account,
each of which shall be a Titling Trustee Account and a SUBI Account; (2) to
the extent that the Titling Trustee would, but for the conditions set forth
in clauses (a)(i) and (a)(ii) of this Section 12.04, cause the transfer of
funds from any SUBI Collection Account to the Lease Funding Account (or
directly to the Servicer) in connection with any Trust Asset Transfer,
instead cause the transfer of such funds from that SUBI Collection Account to
the related SUBI Lease Funding Account; (3) direct the Servicer then
servicing the respective SUBI Portfolio to acquire on behalf of the Titling
Trust, for the account of that SUBI Portfolio rather than for the UTI
Portfolio, Contracts and Leased Vehicles from Dealers, and (4) apply any such
funds in any such SUBI Lease Funding Account directly to reimburse the
Servicer then servicing that SUBI Portfolio for any payments made by it to
Dealers in respect of such Contracts and Leased Vehicles. In th event that
Contracts and Leased Vehicles are being acquired by any Servicer(s) at such
direction of the Titling Trustee on behalf of the Titling Trust with respect
to both the UTI Portfolio and any SUBI Portfolio simultaneously, the Titling
Trustee and the Servicer shall first allocate all such Contracts and Leased
Vehicles to the relevant SUBI Portfolios until funds available for such
purpose in any SUBI Lease Funding Account shall be exhausted and then shall
allocate all remaining Contracts and Leased Vehicles to the UTI Portfolio.
SECTION 12.05 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 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
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.
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ARTICLE XIII.
MISCELLANEOUS PROVISIONS
SECTION 13.01 GOVERNING LAW.
This UTI Supplement shall be created under and governed by and construed
under the internal laws of the State of Delaware, without regard to any
otherwise applicable principles of conflicts of laws, and the obligations,
rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 13.02 EFFECT OF UTI SUPPLEMENT ON 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 UTI Supplement and the Titling Trust
Agreement with respect to the UTI and any UTI Assets, the provisions of this
UTI Supplement shall prevail.
(b) For purposes of determining the parties' obligations under
this UTI Supplement with respect to the UTI, general references in the
Titling Trust Agreement to a UTI Supplement shall be deemed to refer more
specifically to this UTI Supplement.
SECTION 13.03 COUNTERPARTS.
This UTI 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.
SECTION 13.04 AMENDMENT.
Prior to the first Securitized Financing, this UTI Supplement may be
amended by written agreement between the UTI Beneficiary and the Titling
Trustee to correct or supplement any provision in this UTI Supplement, to
cure any ambiguity, and to add, change or eliminate any other provision of
this UTI Supplement with respect to matters or questions arising under this
UTI Supplement. After the first Securitized Financing, any such amendment
shall also require such additional approvals, if any, as are required under
documents relating to each Securitized Financing.
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IN WITNESS WHEREOF, the Grantor, the Titling Trustee and (solely for the
limited purposes set forth in Sections 6.03(e), 6.11(d), 6.14, 6.15, 9.01 and
9.03 of the Titling Trust Agreement), the Trust Agent, have caused this UTI
Supplement to be duly executed by the respective officers as of the day and
year first above written.
TOYOTA MOTOR CREDIT CORPORATION,
as Grantor, UTI Beneficiary and Servicer
By:
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President and General
Manager
TMTT, Inc.,
as Titling Trustee
By:
-----------------------------------------
Name:
Title:
FIRST BANK NATIONAL ASSOCIATION,
as Trust Agent
By:
-----------------------------------------
Name:
Title:
EXHIBIT A
FORM OF DIRECTION TO CREATE UTI UNIT
TMTT, INC., Titling Trustee
c/o First Bank National Association
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Office
Re: Toyota Lease Trust
Creation of UTI Unit No. ____
Dear sirs:
Pursuant to Section 11.01(c) of the UTI Supplement (the "UTI
Supplement") dated as of October 1, 1996, to the Trust and Servicing
Agreement, as the same was amended and restated pursuant to the Amended and
Restated Trust and Servicing Agreement (the "Titling Trust Agreement"), dated
as of October 1, 1996, each among Toyota Motor Credit Corporation ("TMCC") as
grantor, initial beneficiary and servicer, TMTT, INC., as Titling Trustee
(the "Titling Trustee"), and for certain limited purposes only, First Bank
National Association, a national banking association as trust agent, you are
hereby directed to create a UTI Unit No. ___ (the "UTI Unit") comprised of
the assets identified in the attached schedule.
You are hereby directed to register the UTI Unit Certificate in the name
of [Pledgee/Transferee] as of [date], and to deliver the same on [date] to
[Pledgee/Transferee or Agent] at [Address], against confirmation of receipt
of [amount of proceeds of Pledge or Securitized Financing] received in the
account described in the attached account details.
The [name, date and parties to controlling document] setting forth the
terms and conditions of the [Pledge/Securitized Financing] is attached
hereto. Your attention is directed to Sections ___, ___ and ___, which
specify events of default the occurrence of which may require the Titling
Trustee to make future distributions of amounts payable to the UTI
Beneficiary to the persons or on the basis specified in Section 12.03 of the
UTI Supplement.
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TMCC, as UTI Beneficiary, hereby represents and warrants to the Titling
Trustee that all of the conditions precedent to the creation of a UTI Unit
are satisfied as of the date of this instruction, including, but not limited
to, those contained in Sections 3.01 and 7.02 of the Titling Trust Agreement
and Section 11.02 of the UTI Supplement.
Dated: TOYOTA MOTOR CREDIT CORPORATION,
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as UTI Beneficiary
By:
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Name:
Title:
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EXHIBIT B
FORM OF DIRECTION TO REALLOCATE UTI UNIT ASSETS
TMTT, INC., Titling Trustee
c/o First Bank National Association
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Attention: Corporate Trust Office
Re: Toyota Lease Trust
Reallocation with respect to UTI Unit No. ____
Dear sirs:
Pursuant to Section 11.01(c) of the UTI Supplement (the "UTI
Supplement") dated as of October 1, 1996, to the Trust and Servicing
Agreement, as the same was amended and restated pursuant to the Amended and
Restated Trust and Servicing Agreement (collectively, the "Titling Trust
Agreement"), dated as of October 1, 1996, each among Toyota Motor Credit
Corporation ("TMCC") as grantor, initial beneficiary and servicer, TMTT,
INC., as Titling Trustee (the "Titling Trustee"), and for certain limited
purposes only, First Bank National Association, a national banking
association as trust agent, you are hereby directed to allocate to a UTI Unit
Portfolio relating to UTI Unit No. ___ the Contracts and Leased Vehicles
specified on the attached schedule, and additionally, for the term of the
[Secured Financing UTI Pledge] documented in the attached
[name, date and parties to controlling document], to regard and treat the
related proceeds and other rights associated with such leases and leased
vehicles in relation to such UTI Unit No. ___ as specified in the UTI
Supplement.
TMCC, as UTI Beneficiary, hereby represents and warrants to the Titling
Trustee that all of the conditions precedent to the allocation of UTI Assets
to a UTI Unit are satisfied as of the date of this direction, including, but
not limited to, those contained in Sections 3.01 and 7.02 of the Titling
Trust Agreement and Section 11.02 of the UTI Supplement.
Dated: TOYOTA MOTOR CREDIT CORPORATION
-------------------
By: ____________________________________
Name:
Title:
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EXHIBIT C
FORM OF [RESIDUAL] UTI [UNIT] CERTIFICATE
TOYOTA LEASE TRUST
UNDIVIDED TRUST INTEREST CERTIFICATE
evidencing a fractional undivided interest in the UTI 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
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THIS CERTIFIES THAT _____________________________________ is the
registered owner of a nonassessable, fully-paid, fractional undivided
interest in the UTI [UTI Unit] (the ["UTI"]["UTI Unit"]) comprised of
interests in those Titling Trust Assets not allocated to any other Sub-Trust
of the Titling Trust [or the Residual UTI Sub-Trust], such assets comprising
the UTI Sub-Trust (the "UTI Sub-Trust") of the Toyota Lease Trust, a Delaware
business trust (the "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 "Trustee") pursuant to a Trust and Servicing Agreement, as the
same was amended and restated pursuant to the Amended and Restated Trust and
Servicing Agreement (as amended and restated, the "Titling Trust Agreement"),
each dated and effective as of October 1, 1996, among the Grantor, the
Titling Trustee, and, for certain limited purposes set forth therein, 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 UTI Supplement (defined below).
This Certificate is one of the duly authorized UTI Certificates issued
under the Titling Trust Agreement, as supplemented by the UTI Supplement (the
"UTI Supplement") dated and effective as of October 1, 1996, among the UTI
Beneficiary, the Titling Trustee and, for certain limited purposes only set
forth therein, the Trust Agent (the "UTI Certificates"). This UTI
Certificate is subject to the terms, provisions and conditions of the Titling
Trust Agreement and the UTI Supplement, to which agreements each UTI
Beneficiary by virtue of the acceptance hereof or of any interest herein
hereby assents and by which such UTI Beneficiary is bound.
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Also issued or to be issued under the Titling Trust Agreement are
various other series of certificates evidencing undivided interests in other
Sub-Trusts of the Titling Trust. [To date, no other UTI Certificate has been
issued, but] SUBI Certificates representing 100% of the undivided interests in
each SUBI Sub-Trust formed or to be formed have or will be issued at the time
each related SUBI Sub-Trust is formed.
The property of the Titling Trust includes, or will include, among other
things: (i) any capital contributed by the Grantor; (ii) the Contracts and
all proceeds thereof; (iii) the Leased Vehicles and all proceeds thereof,
including each Certificate of Title and the Residual Value of each Leased
Vehicle, whether realized through the exercise by Obligors of purchase
options under the Contracts, the proceeds of sale of the Leased Vehicles to
Dealers or third parties or through payments received from any other Person
(directly or indirectly) under any related Insurance Policy (to the extent
not applied to making repairs to the related Leased Vehicle or otherwise paid
to the Obligor, a third Person or Governmental Authority by the Servicer as
required by law or pursuant to its normal servicing practices) or as a
subsidy or other funding of any modification of the related Residual Value;
(iv) all of the Titling Trust's rights with respect to any Contract or Leased
Vehicle, including the right to enforce and to proceeds arising from all
Dealer repurchase obligations arising under Dealer Agreements; (v) all of
TMCC's rights with respect to any Contract or Leased Vehicle, including the
right to enforce and to proceeds arising from all Dealer repurchase
obligations arising under Dealer Agreements; (vi) any Insurance Policy and
rights thereunder or proceeds therefrom relating to any of the Contracts,
Leased Vehicles or payments of the related Obligors with respect thereto (to
the extent not applied to making repairs to the related Leased Vehicle or
otherwise paid to the Obligor, a third Person or Governmental Authority by
the Servicer as required by law or pursuant to its normal servicing
practices); (vii) any portion of any security deposit actually and properly
applied by the Servicer against amounts due under the related Contract, to
the extent not applied to making repairs to the related Leased Vehicle or
paid to the Obligor, a third Person or Governmental Authority in accordance
with the Servicer's normal servicing practices; and (viii) all proceeds of
any of the foregoing (such assets, together with any other assets of the
Titling Trust, the "Titling Trust Assets"). The Titling Trust Agreement
provides that, from time to time, the Titling Trust Assets will be identified
and allocated on the records of the Titling Trust into one or more separate
Sub-Trusts comprised of identified Titling Trust Assets (such Sub-Trusts the
"UTI Sub-Trust" or a "SUBI Sub-Trust", as the case may be, and the related
assets, "UTI Assets" or "SUBI Assets", as the case may be).
Pursuant to the UTI Supplement, the UTI Assets were identified and
allocated on the records of the Titling Trust as the UTI Sub-Trust, and the
beneficial interest in the UTI Sub-Trust was designated as the UTI. The
rights of the UTI Beneficiary to certain of the proceeds of the UTI Assets
are further set forth in the Titling Trust Agreement and the UTI Supplement.
This UTI 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 UTI
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[Unit] Sub-Trust, all to the extent and as more specifically set in the
Titling Trust Agreement and the UTI Supplement. Copies of the Titling Trust
Agreement and the UTI 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, or by the UTI Beneficiary upon
request.
By accepting this UTI Certificate or any interest herein, the UTI
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 UTI [Unit] Sub-Trust and those proceeds or assets derived
from or earned by the UTI Assets. In addition, by accepting this UTI
Certificate or any interest herein, the UTI Beneficiary hereby expressly
subordinates any claim or interest in or to any Titling Trust Assets not
included in the UTI [Unit] Sub-Trust that may be determined to exist in favor
of such UTI Beneficiary notwithstanding the foregoing disclaimer to the
rights and interests of each SUBI Beneficiary.
The Titling Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the parties thereto by written agreement between the UTI
Beneficiary and the Titling Trustee to correct or supplement any provision in
the Titling Trust Agreement, to cure any ambiguity, and to add, change or
eliminate any other provision of the Titling Trust Agreement with respect to
matters or questions arising under the Titling Trust Agreement. After the
first Securitized Financing, any such amendment shall also require such
additional approvals, if any, as are required under documents relating to
each Securitized Financing.
As provided in the Titling Trust Agreement and the UTI Supplement, this
UTI Certificate and the underlying interests represented hereby may not be
transferred or assigned, and any purported transfer or assignment shall be
null, void, and of no effect, except in accordance with the provisions of the
Titling Trust Agreement and the UTI Supplement.
Prior to due presentation of this UTI 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 UTI
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 UTI Certificate shall have been executed by an authorized
officer of the Titling Trustee, by manual signature, this UTI Certificate
shall not entitle the holder hereof to any benefit under the Titling Trust
Agreement or the UTI 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 UTI Certificate to be duly
executed.
Dated: TOYOTA LEASE TRUST
By: TMTT, INC., as Titling Trustee
By:
Authorized Officer
ATTEST:
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EXHIBIT D
FORMS OF CONTRACT
[Omitted - On file with the Servicer]
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EXHIBIT E
FORM OF DEALER AGREEMENT
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