Exhibit 10.4
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1999-A SUPPLEMENT
to
SERVICING AGREEMENT
dated as of April 1, 1998,
Among
HVT, INC.,
as Origination Trustee of the HONDA LEASE TRUST,
HONDA TITLING A L.P.
and
HONDA TITLING B L.P.,
as UTI Beneficiaries,
AMERICAN HONDA FINANCE CORPORATION,
as Servicer,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent
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Dated as of July 1, 1999
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1999-A SUPPLEMENT TO
SERVICING AGREEMENT
This 1999-A Supplement (as amended, supplemented or restated from time
to time, the "1999-A Servicing Supplement"), dated as of July 1, 1999, to the
Servicing Agreement, dated as of April 1, 1998, is among HVT, Inc., a Delaware
corporation, as origination trustee (the "Origination Trustee") of the Honda
Lease Trust, a Delaware business trust (the "Origination Trust"), Honda Titling
A L.P. ("HTA LP") and Honda Titling B L.P. ("HTB LP"), each a Delaware limited
partnership, as grantors and initial beneficiaries (in such capacities, the
"Grantors" and the "UTI Beneficiaries", respectively), American Honda Finance
Corporation, a California corporation, as servicer (in such capacity, the
"Servicer"), and U.S. Bank National Association, a national banking association
("U.S. Bank"), as Trust Agent (in such capacity, the "Trust Agent").
RECITALS
A. HTA LP and HTB LP, as Grantors and UTI Beneficiaries, the
Servicer, the Origination Trustee, the Delaware Trustee, and, for certain
limited purposes set forth therein, U.S. Bank, as Trust Agent, have entered into
that Second Amended and Restated Trust and Servicing Agreement, dated as of
April 1, 1998, amending and restating that certain Trust and Servicing
Agreement, dated as of September 1, 1997, among the same parties, amending and
restating that certain Trust Agreement, dated July 17, 1997, among the same
parties (as supplemented, amended or restated from time to time, the
"Origination Trust Agreement"), pursuant to which the Honda Lease Trust (the
"Origination Trust") was formed for the purpose of, among other things, taking
assignments and conveyances of, and holding in trust and dealing in, various
Trust Assets. Capitalized terms used and not defined in these Recitals have the
meanings given in the Agreement of Definitions described in Section 7.01 hereof.
B. The Origination Trust Agreement contemplates that certain of the
Trust Assets, other than those previously identified on the Origination 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 Origination Trustee shall create a SUBI at the direction of the
UTI Beneficiaries and shall issue to, or to the order of, the UTI Beneficiaries
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 flows arising from, but only from, such SUBI Assets.
C. Concurrently herewith, HTA LP and HTB LP, as Grantors and UTI
Beneficiaries, HTC LP and HTD LP, as Transferors, the Servicer, the Origination
Trustee, the Delaware Trustee and U.S. Bank, as Trust Agent and, for certain
limited purposes set forth therein, as 1999-A Owner Trustee, are entering into
that certain 1999-A SUBI Supplement to Second Amended and Restated Trust and
Servicing Agreement dated as of July 1, 1999 (as amended, supplemented or
restated from time to time, the "1999-A SUBI Supplement"), pursuant to which the
parties thereto have agreed to supplement the terms of the Origination
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Trust Agreement to cause the Origination Trustee to (i) identify a portfolio of
Trust Assets (the "1999-A SUBI Assets") to be designated to a SUBI Portfolio
(the "1999-A SUBI Portfolio") (ii) allocate such 1999-A SUBI Assets, along with
interests in the 1999-A Residual Value Insurance Proceeds, to a SUBI Sub-Trust
(the "1999-A SUBI Sub-Trust"), (iii) create the related 1999-A SUBI and (iv)
create and issue to or to the order of (a) HTA LP one certificate representing a
98.01% interest in the 1999-A SUBI Assets (the "HTA LP/HTC LP 1999-A SUBI
Certificate") and one certificate representing a 0.99% interest in the 1999-A
SUBI Assets (the "HTA LP/HTD LP 1999-A SUBI Certificate"), and (b) HTB LP one
certificate representing a 0.99% interest in the 1999-A SUBI Assets (the "HTB
LP/HTC LP 1999-A SUBI Certificate") and one certificate representing a 0.01%
interest in the 1999-A SUBI Assets (the "HTB LP/HTD LP 1999-A SUBI Certificate"
and, together with the HTA LP/HTC LP 1999-A SUBI Certificate, the HTA LP/HTD LP
1999-A SUBI Certificate and the HTB LP/HTC LP 1999-A SUBI Certificate, the "HTA
LP/HTB LP 1999-A SUBI Certificates").
D. Pursuant to the 1999-A SUBI Supplement, the parties hereto and
thereto desire that, concurrently herewith, U.S. Bank, as securities
intermediary (as defined in Section 8-102 of the UCC) (in such capacity, the
"1999-A Securities Intermediary"), establish two securities accounts (as defined
in Section 8-501 of the UCC) as follows: (i) a securities account in the name of
and for the benefit of HTA LP (the "HTA LP 1999-A SUBI Securities Account")
pursuant to that certain 1999-A Securities Accounts Control Agreement, dated as
of July 1, 1999, between HTA LP, HTB LP, HTC LP, HTD LP, the 1999-A Owner
Trustee, the 1999-A Indenture Trustee, the 1999-A Residual Value Insurance
Co-Trustee and the 1999-A Securities Intermediary (the "1999-A Securities
Accounts Control Agreement"), into which the HTA LP/HTC LP 1999-A SUBI
Certificate and the HTA LP/HTD LP 1999-A SUBI Certificate will be transferred
and held until such time as HTA LP directs the 1999-A Securities Intermediary to
debit the HTA LP 1999-A SUBI Securities Account to reflect the transfer of the
HTA LP/HTC LP 1999-A SUBI Certificate and the HTA LP/HTD LP 1999-A SUBI
Certificate pursuant to a Securitization and (ii) a securities account in the
name of and for the benefit of HTB LP (the "HTB LP 1999-A SUBI Securities
Account") pursuant to the 1999-A Securities Accounts Control Agreement, into
which the HTB LP/HTC LP 1999-A SUBI Certificate and the HTB LP/HTD LP 1999-A
SUBI Certificate will be transferred and held until such time as HTB LP directs
the 1999-A Securities Intermediary to debit the HTB LP 1999-A SUBI Securities
Account to reflect the transfer of the HTB LP/HTC LP 1999-A SUBI Certificate and
the HTB LP/HTD LP 1999-A SUBI Certificate pursuant to a Securitization.
E. Concurrently herewith, the UTI Beneficiaries, HTC LP and HTD LP
are entering into that certain 1999-A SUBI Certificates Purchase and Sale
Agreement, dated as of July 1, 1999 (the "1999-A SUBI Certificates Purchase and
Sale Agreement"), pursuant to which the UTI Beneficiaries will sell, without
recourse, to HTC LP and HTD LP, all of their respective right, title and
interest in and to the 1999-A SUBI Assets and the HTA LP/HTB LP 1999-A SUBI
Certificates, all monies due thereon and paid thereon in respect thereof and the
right to realize on any property that may be deemed to secure the interest in
the 1999-A SUBI Assets, and all proceeds thereof from and after July 1, 1999. In
connection therewith, and concurrently herewith and therewith, (1) HTA LP will
transfer (a) the HTA LP/HTC LP 1999-A SUBI Certificate to HTC LP and (b) the HTA
LP/HTD LP 1999-A SUBI Certificate to HTD LP, and
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(2) HTB LP will transfer (a) the HTB LP/HTC LP 1999-A SUBI Certificate to HTC LP
and (b) the HTB LP/HTD LP 1999-A SUBI Certificate to HTD LP, all consideration
of the pro rata cash payment to the UTI Beneficiaries of an amount equal to the
Aggregate Net Investment Value of the 1999-A SUBI Assets at the close of
business on June 30, 1999 (the "Cutoff Date"), based on their respective share
of the 1999-A SUBI Assets less the cost and expenses of the Securitization and
the value of any securities issued in connection with the Securitization and
retained by HTC LP and HTD LP.
F. Concurrently herewith, the 1999-A Securities Intermediary will,
by book-entry registration, reallocate the beneficial interests represented by
the HTA LP/HTB LP 1999-A SUBI Certificates such that such beneficial interests
shall be represented by four new SUBI Certificates as follows: (i) one
certificate to HTC LP representing a 98.802% beneficial interest in the 1999-A
SUBI Assets (the "HTC LP 1999-A SUBI Certificate"), (ii) one certificate to HTD
LP representing a 0.998% beneficial interest in the 1999-A SUBI Assets (the "HTD
LP 1999-A SUBI Certificate," and, together with the HTC LP 1999-A SUBI
Certificate, the "1999-A SUBI Certificates"), (iii) one certificate to HTC LP
representing a 0.198% beneficial interest in the 1999-A SUBI Assets (the "HTC LP
Retained 1999-A SUBI Certificate") and (iv) one certificate to HTD LP
representing a 0.002% beneficial interest in the 1999-A SUBI Assets (the "HTD LP
Retained 1999-A SUBI Certificate," and, together with the HTC LP Retained 1999-A
SUBI Certificate, the "Retained 1999-A SUBI Certificates"). The 1999-A SUBI
Certificates shall be exclusive of proceeds of the Residual Value Insurance
Policy or other residual value insurance policies relating to the 1999-A
Contracts and 1999-A Leased Vehicles.
G. Concurrently herewith, pursuant to the 1999-A SUBI Supplement,
the parties thereto have agreed to cause the Origination Trustee to create and
issue to or to the order of (i) HTA LP one certificate (the "HTA LP/HTC LP
1999-A Residual Value Insurance Certificate") representing a 98.01% interest in
the proceeds of the Residual Value Insurance Policy and any other residual value
insurance policy, in each case to the extent that such proceeds relate to the
1999-A Contracts and the 1999-A Leased Vehicles and net of any loss adjustment
expenses that may be offset against such proceeds (the "1999-A Residual Value
Insurance Proceeds"); (ii) HTA LP one certificate representing a 0.99% interest
in the 1999-A Residual Value Insurance Proceeds (the "HTA LP/HTD LP 1999-A
Residual Value Insurance Certificate"); (iii) HTB LP one certificate
representing a 0.99% interest in the 1999-A Residual Value Insurance Proceeds
(the "HTB LP/HTC LP 1999-A Residual Value Insurance Certificate"); and (iv) HTB
LP one certificate representing a 0.01% interest in the 1999-A Residual Value
Insurance Proceeds (the "HTB LP/HTD LP 1999-A Residual Value Insurance
Certificate" and, together with the HTA LP/HTC LP 1999-A Residual Value
Insurance Certificate, the HTA LP/HTD LP 1999-A Residual Value Insurance
Certificate and the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate,
the "1999-A Residual Value Insurance Certificates").
H. Concurrently herewith, pursuant to the 1999-A SUBI Certificates
Purchase and Sale Agreement, the parties thereto have agreed that HTA LP and HTB
LP will transfer, without recourse, to HTC LP and HTD LP all of their respective
right, title and interest in and to the 1999-A Residual Value Insurance Proceeds
and the 1999-A Residual Value Insurance
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Certificates, all monies due thereon and paid thereon in respect thereof and all
proceeds thereof. In connection therewith, and concurrently herewith and
therewith, (1) HTA LP will transfer (a) the HTA LP/HTC LP 1999-A Residual Value
Insurance Certificate to HTC LP and (b) the HTA LP/HTD LP 1999-A Residual Value
Insurance Certificate to HTD LP, and (2) HTB LP will transfer (a) the HTB LP/HTC
LP 1999-A Residual Value Insurance Certificate to HTC LP and (b) the HTB LP/HTD
LP 1999-A Residual Value Insurance Certificate to HTD LP, all consideration of
the delivery by HTC LP and HTD LP to HTA LP and HTB LP of the HTC LP Insurance
Premium Subordinated Notes and the HTD LP Insurance Premium Subordinated Notes.
I. Concurrently herewith, the 1999-A Securities Intermediary will
establish a securities account (as defined in Section 8-501 of the UCC) in the
name of and for the benefit of HTC LP (the "HTC LP 1999-A SUBI Securities
Account") pursuant to the 1999-A Securities Accounts Control Agreement, into
which the HTC LP 1999-A SUBI Certificate and the HTC LP Retained 1999-A SUBI
Certificate will initially be transferred and held until such time as HTC LP
directs the 1999-A Securities Intermediary to debit the HTC LP 1999-A SUBI
Securities Account to reflect the transfer of the HTC LP 1999-A SUBI Certificate
relating to a Securitization involving the 1999-A SUBI.
J. Concurrently herewith, the 1999-A Securities Intermediary will
establish a securities account (as defined in Section 8-501 of the UCC) in the
name of and for the benefit of HTD LP (the "HTD LP 1999-A SUBI Securities
Account") pursuant to the 1999-A Securities Accounts Control Agreement, into
which the HTD LP 1999-A SUBI Certificate and the HTD LP Retained 1999-A SUBI
Certificate will initially be transferred and held until such time as HTD LP
directs the 1999-A Securities Intermediary to debit the HTD LP 1999-A SUBI
Securities Account to reflect the transfer of the HTD LP 1999-A SUBI Certificate
relating to a Securitization involving the 1999-A SUBI.
K. Concurrently herewith, the 1999-A Securities Intermediary will
establish a securities account (as defined in Section 8-501 of the UCC) in the
name of and for the benefit of the 1999-A Securitization Trust (the "99.8%
1999-A SUBI Securities Account") pursuant to the 1999-A Securities Accounts
Control Agreement, into which the HTC LP 1999-A SUBI Certificate will be
transferred from the HTC LP 1999-A SUBI Securities Account and the HTD LP 1999-A
SUBI Certificate will be transferred from the HTD LP 1999-A SUBI Securities
Account, respectively, and held until such time as the 1999-A Owner Trustee
directs the 1999-A Securities Intermediary to debit the 99.8% 1999-A SUBI
Securities Account to reflect the transfer of the HTC LP 1999-A SUBI Certificate
and the HTD LP 1999-A SUBI Certificate to the 1999-A Securitization Trust
relating to the Securitization involving the 1999-A SUBI.
L. Concurrently herewith, the 1999-A Securities Intermediary will
establish a securities account (as defined in Section 8-501 of the UCC) in the
name of and for the benefit of the 1999-A Securitization Trust in respect of the
1999-A Residual Value Insurance Co-Trust (the "1999-A Residual Value Insurance
Securities Account") pursuant to the 1999-A Securities Accounts Control
Agreement, into which (1) the HTA LP/HTC LP 1999-A Residual Value Insurance
Certificate and the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate
will
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be transferred from the HTC LP 1999-A SUBI Securities Account and (2) the HTA
LP/HTD LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP
1999-A Residual Value Insurance Certificate will be transferred from the HTD LP
1999-A SUBI Securities Account.
M. Concurrently herewith, HTC LP, HTD LP, U.S. Bank, as owner
trustee (in such capacity, the "1999-A Owner Trustee"), The Bank of New York, as
indenture trustee ("1999-A Indenture Trustee") and Wilmington Trust Company, as
Delaware owner trustee (the "Delaware Owner Trustee"), are entering into that
certain securitization trust agreement, dated as of July 1, 1999 (the "1999-A
Securitization Trust Agreement") to continue the securitization trust (the
"1999-A Securitization Trust") created pursuant to the Trust Agreement, dated as
of March 4, 1999 by and among HTC LP, the 1999-A Owner Trustee and the Delaware
Trustee and by the filing of the Certificate of Trust of the 1999-A
Securitization Trust with the Secretary of State of the State of Delaware on
March 4, 1999, pursuant to which HTC LP and HTD LP will transfer to the 1999-A
Securitization Trust the 1999-A SUBI Certificates and in exchange therefor, the
1999-A Securitization Trust will pledge the 1999-A SUBI Certificates to the
1999-A Indenture Trustee in connection with the Securitization pursuant to the
Indenture and will issue the Certificates and deliver the Notes representing
interests in the 1999-A Securitization Trust in respect of the 1999-A Note
Securitization Trust which will be secured by the 1999-A SUBI Certificates. The
HTC LP Retained 1999-A SUBI Certificate and the HTD LP Retained 1999-A SUBI
Certificate will be retained by HTC LP and HTD LP, respectively.
N. Concurrently herewith, and pursuant to the 1999-A Securitization
Trust Agreement, HTC LP and HTD LP will transfer, without recourse, to the
1999-A Residual Value Insurance Co-Trust all of their respective right, title
and interest in and to the 1999-A Residual Value Insurance Proceeds and the
1999-A Residual Value Insurance Certificates, in consideration of the delivery
by the 1999-A Residual Value Insurance Co-Trust to HTC LP and HTD LP of the
Co-Trust Insurance Premium Subordinated Notes.
O. Concurrently herewith, the 1999-A Indenture Trustee and the
1999-A Securitization Trust are entering into that certain indenture, dated as
of July 1, 1999 (the "Indenture"), pursuant to which the 1999-A Indenture
Trustee will issue the Notes and the 1999-A Securitization Trust will grant a
security interest in all of the assets held by the 1999-A Securitization Trust
(excluding any interest in respect of the 1999-A Residual Value Insurance
Co-Trust), including the 1999-A SUBI Certificates, to the 1999-A Indenture
Trustee to secure the 1999-A Securitization Trust's obligations under the
Indenture.
P. The parties hereto desire to supplement the terms of that certain
Servicing Agreement, dated as of April 1, 1998, by and among the UTI
Beneficiaries, the Servicer and the Origination Trust (the "Servicing
Agreement"), insofar as such terms apply to the 1999-A SUBI, the 1999-A SUBI
Assets, the 1999-A SUBI Certificates and the Retained 1999-A SUBI Certificates
to provide for further specific servicing obligations that will benefit the SUBI
Beneficiaries with respect to the 1999-A SUBI, all as generally contemplated by
the Servicing Agreement.
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NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and in the Servicing 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 1999-A SUBI and the
1999-A SUBI Assets:
ARTICLE SEVEN
DEFINITIONS
Section 7.01. DEFINITIONS. For all purposes of this 1999-A Servicing
Supplement, except as otherwise expressly provided or unless the context
otherwise requires, capitalized terms used and not otherwise defined herein
shall have the respective meanings ascribed thereto in the Agreement of
Definitions, dated as of July 1, 1999 (as amended, supplemented or restated from
time to time, the "Agreement of Definitions"), by and among HVT, Inc., a
Delaware corporation, as origination trustee, Delaware Trust Capital Management,
Inc., a Delaware corporation, as Delaware trustee, U.S. Bank National
Association, a national banking association, as trust agent and as owner
trustee, American Honda Finance Corporation, as servicer, Wilmington Trust
Company, as Delaware owner trustee, The Bank of New York, as indenture trustee,
Honda Titling A L.P., a Delaware limited partnership, Honda Titling B L.P., a
Delaware limited partnership, Honda Titling C L.P., a Delaware limited
partnership, and Honda Titling D L.P., a Delaware limited partnership. In the
event of any conflict between a definition set forth in the Agreement of
Definitions and in the Servicing Agreement, the definition set forth in the
Agreement of Definitions shall prevail. In the event of any conflict between a
definition set forth herein and in the Agreement of Definitions, the definition
set forth herein shall prevail.
Section 7.02. INTERPRETATION. For all purposes of this 1999-A Servicing
Supplement, except as otherwise expressly provided or unless the context
otherwise requires, (i) terms used in this 1999-A Servicing Supplement include,
as appropriate, all genders and the plural as well as the singular, (ii)
references to this 1999-A Servicing Supplement include all Exhibits and
Schedules hereto, (iii) references to words such as "herein", "hereof" and the
like shall refer to this 1999-A Servicing Supplement as a whole and not to any
particular part, Article or Section within this 1999-A Servicing Supplement,
(iv) references to a section such as "Section 8.01" or an Article such as
"Article Eight" shall refer to the applicable Section or Article of this 1999-A
Servicing Supplement, (v) the term "include" and all variations thereof shall
mean "include without limitation", (vi) the term "or" shall mean "and/or", (vii)
the term "proceeds" shall have the meaning ascribed to such term in the UCC,
(viii) the phrase "Origination Trustee, acting on behalf of the Origination
Trust," or words of similar import, shall be deemed to refer to the Origination
Trustee, acting on behalf of the Honda Lease Trust and all beneficiaries
thereof, and (ix) the phrase "1999-A Owner Trustee, acting on behalf of the
1999-A Securitization Trust," or words of similar import, shall be deemed to
refer to the 1999-A Owner Trustee, acting on behalf of the Honda Auto Lease
Trust 1999-A and all beneficiaries thereof.
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ARTICLE EIGHT
CREATION OF 1999-A SUBI
Section 8.01. INITIAL CREATION OF THE 1999-A SUBI PORTFOLIO AND 1999-A
SUBI SUB-TRUST; REPRESENTATIONS AND WARRANTIES.
(a) Pursuant to Section 3.01 of the Origination Trust Agreement and
Section 12.01 of the 1999-A SUBI Supplement, the Origination Trustee has been
directed to cause to be identified and allocated on the books and records of the
Origination Trust an initial separate portfolio of SUBI Assets consisting of
Leases, related Leased Vehicles and other associated Trust Assets specified
therein. Pursuant to Section 2.01(a) of the Servicing Agreement, the Origination
Trustee, on behalf of the Origination Trust, hereby directs that the Servicer so
identify and allocate such a separate portfolio of SUBI Assets consisting of
Leases, related Leased Vehicles and other associated Trust Assets from among all
those Leases, related Leased Vehicles and other associated Trust Assets owned by
the Origination Trustee, on behalf of the Origination Trust, and currently
accounted for as part of the UTI.
(b) Pursuant to subsection (a) above and Section 2.01(a) of the
Servicing Agreement, the Servicer hereby identifies and allocates the portfolio
of Leases, related Leased Vehicles and other associated Trust Assets more
particularly described on Exhibit A hereto (which is in substantially the form
of a Schedule of 1999-A Contracts and 1999-A Leased Vehicles), in order to
create the initial 1999-A SUBI Portfolio and the 1999-A SUBI Sub-Trust.
(c) The Servicer hereby represents and warrants to the Origination
Trustee, on behalf of the Origination Trust, to the 1999-A Owner Trustee, on
behalf of the Certificateholders, and to the 1999-A Indenture Trustee, on behalf
of the Noteholders, that each of the Leases described on Exhibit A hereto is an
Eligible Lease.
Section 8.02. SERVICER PAYMENT IN RESPECT OF CERTAIN LEASES AND LEASED
VEHICLES.
(a) The representations and warranties of the Servicer set forth in
Section 8.01(c) with respect to each 1999-A Contract shall survive delivery of
the related 1999-A Contract to the 1999-A SUBI Portfolio and the 1999-A SUBI
Sub-Trust and shall continue so long as each such 1999-A Contract remains
outstanding, or until the termination of the 1999-A Securitization Trust
Agreement pursuant to Article Seven thereof, whichever occurs earlier. Upon
discovery by the Origination Trustee, the 1999-A Owner Trustee, the 1999-A
Indenture Trustee or the Servicer that any such representation or warranty was
incorrect as of the time effective and such incorrectness materially and
adversely affects the interests of HTC LP, HTD LP, the Certificateholders or the
Noteholders in such 1999-A Contract, the party discovering such incorrectness
shall give prompt written notice to the others. Within 60 days of the Servicer's
discovery of such incorrectness or receipt of notice to such effect, the
Servicer shall cure in all material respects the circumstances or condition in
respect of which the representation or warranty was incorrect. If the Servicer
is unable or unwilling to do so in a timely manner, it shall, as the sole remedy
for such breach, promptly (i) deposit (or cause to be deposited) into the 1999-A
SUBI Collection Account an amount equal to the Discounted Principal Balance of
such 1999-A Contract as of the Deposit Date related to the Collection Period in
which the 60-day cure
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period ended, plus an amount equal to the imputed interest, or lease charge,
portion of any Monthly Payments with respect thereto at the related Lease Rate
that were delinquent as of that Collection Period, (ii) reallocate such 1999-A
Contract and the related 1999-A Leased Vehicle and other related Trust Assets
from the 1999-A SUBI Portfolio to the UTI Portfolio, and (iii) indemnify, defend
and hold harmless the holders of any 1999-A SUBI Certificate (including the
1999-A Owner Trustee, on behalf of the Certificateholders, and the 1999-A
Indenture Trustee, on behalf of the Noteholders) or Retained 1999-A SUBI
Certificate and any subsequent servicer (if other than the current Servicer)
from and against any and all loss or liability with respect to or resulting from
such 1999-A Contract or the related 1999-A Leased Vehicle.
(b) If the Servicer receives funds from a Dealer pursuant to such
Dealer's obligation under a Dealer Agreement with the Servicer to repurchase a
1999-A Contract or the related 1999-A Leased Vehicle included in the 1999-A SUBI
Portfolio, the Servicer shall, so long as the Monthly Remittance Conditions are
satisfied, deposit such funds into the 1999-A SUBI Collection Account on the
Deposit Date related to the Collection Period in which such funds are received
by the Servicer, which deposit shall satisfy the Servicer's obligations with
respect to such 1999-A Contract or 1999-A Leased Vehicle pursuant to Section
9.02(b)(i), and return to the repurchasing Dealer the Certificate of Title and
Lease with respect to such 1999-A Leased Vehicle; PROVIDED, HOWEVER, if, on or
after the date the Servicer receives such funds from a Dealer, the Servicer no
longer satisfies the Monthly Remittance Conditions, the Servicer shall deposit
such funds into the 1999-A SUBI Collection Account (i) within two Business Days
of the date such funds are received or (ii) within two Business Days of the date
the Servicer ceases to satisfy the Monthly Remittance Conditions, whichever is
later.
(c) The obligations of the Servicer pursuant to this Section 8.02 shall
survive any termination of the Servicer with respect to the 1999-A SUBI
Portfolio and 1999-A SUBI Sub-Trust under this 1999-A Servicing Supplement or
the Servicing Agreement.
Section 8.03. FILINGS. The Servicer will undertake all other and future
actions and activities as may be reasonably necessary to perfect (or evidence)
and confirm the foregoing allocations of Trust Assets to the 1999-A SUBI
Portfolio and the 1999-A SUBI Sub-Trust including filing or causing to be filed
Form UCC financing statements and executing and delivering all related filings,
documents or writings as may be reasonably necessary hereunder or under any
other 1999-A Securitization Documents; PROVIDED, HOWEVER, that in no event shall
the Servicer be required to take any action to perfect a security interest that
may be held by the 1999-A Owner Trustee or the 1999-A Indenture Trustee in any
1999-A Leased Vehicle.
Section 8.04. REPRESENTATIONS AND WARRANTIES OF THE SERVICER. Effective
as of the date of this 1999-A Servicing Supplement, the Servicer hereby
reaffirms the representations and warranties set forth in Section 5.01 of the
Servicing Agreement. For purposes of this Section 8.04, references in Section
5.01 of the Servicing Agreement to "this Agreement" shall be deemed to refer to
the Servicing Agreement as supplemented by this 1999-A Servicing Supplement.
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ARTICLE NINE
SPECIFIC REQUIREMENTS FOR ADMINISTRATION
AND SERVICING OF LEASES IN 1999-A SUBI PORTFOLIO
Section 9.01. SERVICER BOUND BY SERVICING AGREEMENT.
(a) Except as otherwise specifically provided herein: (i) the Servicer
shall continue to be bound by all provisions of the Servicing Agreement with
respect to the 1999-A Contracts, the 1999-A Leased Vehicles and other associated
Trust Assets in the 1999-A SUBI Sub-Trust, including the provisions thereof
relating to the administration and servicing of 1999-A Contracts, and (ii) the
provisions set forth herein shall operate either as additions to or
modifications of the extant obligations of the Servicer under the Servicing
Agreement, as the context may require. If the provisions of this 1999-A
Servicing Supplement are more exacting or specific than those in the Servicing
Agreement or in the event of any conflict between the provisions of this 1999-A
Servicing Supplement with respect to the 1999-A SUBI and those of the Servicing
Agreement, the provisions of this 1999-A Servicing Supplement shall prevail.
(b) For purposes of determining the Servicer's obligations with respect
to the servicing of the 1999-A SUBI Sub-Trust under this 1999-A Servicing
Supplement (including pursuant to Article Two of the Servicing Agreement),
general references in the Servicing Agreement to: (i) a SUBI Account shall be
deemed to refer more specifically to a 1999-A SUBI Account; (ii) a SUBI Asset
shall be deemed to refer more specifically to a 1999-A SUBI Asset; (iii) a SUBI
Collection Account shall be deemed to refer more specifically to the 1999-A SUBI
Collection Account; (iv) a SUBI Lease Account shall be deemed to refer more
specifically to the 1999-A SUBI Lease Account; (v) a SUBI Portfolio shall be
deemed to refer more specifically to the 1999-A SUBI Portfolio; (vi) a SUBI
Sub-Trust shall be deemed to refer more specifically to the 1999-A SUBI
Sub-Trust; (vii) a Servicing Supplement shall be deemed to refer more
specifically to this 1999-A Servicing Supplement; and (viii) a SUBI Supplement
shall be deemed to refer more specifically to the 1999-A SUBI Supplement.
(c) Coincident with the execution and delivery of this 1999-A Servicing
Supplement, the Servicer shall furnish the 1999-A Owner Trustee, on behalf of
the Certificateholders, the 1999-A Indenture Trustee, on behalf of the
Noteholders, the Origination Trustee and each Related Beneficiary with an
Officer's Certificate listing the officers of the Servicer currently involved
in, or responsible for, the administration and servicing of the 1999-A Contracts
in the 1999-A SUBI Sub-Trust, which list shall from time to time be updated by
the Servicer as set forth in Section 10.01 hereof.
Section 9.02. COLLECTION OF MONTHLY LEASE REMITTANCES; APPLICATION OF
PROCEEDS; ACCOUNTS.
(a) The terms "Net Liquidation Proceeds", "Net Insurance Proceeds" and
"Net Matured Lease Vehicle Proceeds" shall be exclusive of the Residual Value
Insurance Policy, any other residual value insurance policies and the 1999-A
Residual Value Insurance
9
Proceeds and the proceeds of any other residual value insurance policies.
Notwithstanding Section 2.06(c) of the Servicing Agreement, the Servicer shall
not deposit any 1999-A Residual Value Insurance Proceeds or any proceeds of any
other residual value insurance policies into the 1999-A SUBI Collection Account,
which amounts shall be transferred to the 1999-A Residual Value Insurance
Proceeds Account. If any 1999-A Residual Value Insurance Proceeds or the
proceeds of any other residual value insurance policies applicable to the 1999-A
Leased Vehicles and the 1999-A Contracts are deposited in any SUBI Account, or
another account maintained by the Origination Trustee, the 1999-A Owner Trustee
or the 1999-A Indenture Trustee, such amounts shall be immediately transferred
to the 1999-A Residual Value Insurance Proceeds Account.
(b) With reference to Section 2.06 of the Servicing Agreement:
(i) the Servicer shall use commercially reasonable efforts,
consistent with its then current standards, policies and procedures
(including procedures used in connection with new programs commenced in
the ordinary course of business, whether or not implemented on a test
basis), to (i) collect all payments required under the terms and
provisions of each 1999-A Contract included in the 1999-A SUBI
Portfolio; (ii) cause each Lessee to make all payments in respect of
the related 1999-A Contracts included in the 1999-A SUBI Portfolio to
which such Lessee is a party or otherwise obligated; and (iii) deposit
all Collections (excluding the 1999-A Residual Value Insurance Proceeds
and the proceeds of any other residual value insurance policies, which
amounts shall not be deemed to be Collections and which amounts are to
be transferred directly to the 1999-A Residual Value Insurance Proceeds
Account) into the 1999-A SUBI Collection Account on or before the
Deposit Date relating to each Collection Period except as otherwise
specified herein or in Section 13.01 of the 1999-A SUBI Supplement or
Section 2.06(f) of the Servicing Agreement (in connection with any
failure to satisfy the Monthly Remittance Conditions);
(ii) in accordance with the provisions of Section 2.06(f) of
the Servicing Agreement, so long as AHFC is the Servicer and each
Monthly Remittance Condition is satisfied, the Servicer will be
entitled to make deposits of Collections into the 1999-A SUBI
Collection Account net of amounts reimbursable or payable to the
Servicer as compensation (including in respect of amounts advanced by
the Servicer otherwise payable to the 1999-A Owner Trustee, 1999-A
Indenture Trustee, Origination Trustee or Trust Agent) and net of
amounts payable or reimbursable (and actually so paid or reimbursed
directly by the Servicer) in respect of the Origination Trust. To the
extent the Servicer makes deposits net of any such amounts, the
Servicer will cause each relevant Servicer's Certificate to correctly
and accurately account for such amounts in providing all information
with respect to allocations, applications and payments to be made
pursuant to Section 3.03 of the 1999-A Securitization Trust Agreement
on the same basis as though such amounts were in fact deposited into
the 1999-A SUBI Collection Account. Moreover, as set forth in Section
3.03(g) of the 1999-A Securitization Trust Agreement, the Servicer
will, in each relevant Servicer's Certificate, instruct the 1999-A
Owner Trustee not to make any distribution to the Servicer, HTC LP, HTD
LP or the Origination Trustee to the extent that the Servicer has made
any deposit net of a corresponding amount, and the Origination Trustee
will have no obligation with respect to or liability for following any
such instruction by the Servicer;
10
(iii) notwithstanding Section 2.06 of the Servicing Agreement,
the Servicer shall not transfer into the 1999-A SUBI Collection
Account, any Extension Fee that it may receive in connection with the
extension of a 1999-A Contract;
(iv) consistent with and in addition to Section 2.06(a) of the
Servicing Agreement, the Servicer may in its discretion (i) defer lease
payments under a 1999-A Contract and (ii) extend the Maturity Date of
any 1999-A Contract, in each case subject to the limitations set forth
herein; PROVIDED, HOWEVER, the Servicer may not grant more than six
deferrals of any 1999-A Contract, and may not extend the original
Maturity Date of any 1999-A Contract by more than six months in the
aggregate or such that its Maturity Date will occur later than the
last day of the month preceding the month in which the Final
Scheduled Distribution Date for the Class C Notes occurs. If the
Servicer grants more than six deferrals on a 1999-A Contract
included in the 1999-A SUBI Portfolio or if the Servicer extends the
original Maturity Date of a 1999-A Contract included in the 1999-A
SUBI Portfolio by more than six months in the aggregate or if the
Servicer extends the Maturity Date of a 1999-A Contract included in
the 1999-A SUBI Portfolio such that the Maturity Date of such 1999-A
Contract will occur later than the last day of the month preceding
the month in which the Final Scheduled Distribution Date for the
Class C Notes occurs, then, as the sole remedy therefor, the
Servicer shall, on the Deposit Date related to the Collection Period
in which such deferral or extension was granted (or on the Deposit
Date relating to the Collection Period in which the Servicer
discovers that an improper deferral or extension was granted), (x)
deposit into the 1999-A SUBI Collection Account an amount equal to
the Discounted Principal Balance of such 1999-A Contract plus an
amount equal to all interest, lease charges and portions of any
Monthly Payments with respect thereto at the related Lease Rate,
which amounts were delinquent as of the end of that Collection
Period, and (y) reallocate such 1999-A Contract and the related
1999-A Leased Vehicle from the 1999-A SUBI Portfolio and 1999-A SUBI
Sub-Trust to the UTI Portfolio and UTI Sub-Trust. The obligations of
the Servicer pursuant to this Section 9.02(b) shall survive any
termination of the Servicer's obligations with respect to the 1999-A
SUBI Portfolio under this 1999-A Servicing Supplement or the
Servicing Agreement;
(v) notwithstanding Section 2.06(e)(vii) of the Servicing
Agreement, all funds held in the 1999-A SUBI Accounts or otherwise
received by any party in connection with the transactions contemplated
hereby shall be distributed and otherwise handled in accordance with
the provisions of this 1999-A Servicing Supplement, the 1999-A
Securitization Trust Agreement and the other 1999-A Securitization
Documents; PROVIDED, HOWEVER, that, to the extent that (A) any funds
remain in any of the 1999-A SUBI Accounts after the day on which all of
the Notes and the Certificates have been paid in full, (B) such
remaining funds are not needed for any potential expenses or
liabilities that would be payable with such funds and (C) the 1999-A
Securitization Documents provide no guidance as to the use of such
remaining funds, such remaining funds shall be designated as "Excess
Funds" and may, subject to the requirements set forth therein, be
distributed in accordance with Section 2.06(e)(vii) of the Servicing
Agreement.
11
(c) With reference to Section 2.06 of the Servicing Agreement, the
Servicer shall treat all Repossession Proceeds and Matured Leased Vehicle
Proceeds in the manner provided for other Liquidation Proceeds and Insurance
Proceeds (subject to Section 9.02(a) herein with respect to the Residual Value
Insurance Policy and any other residual value insurance policies); PROVIDED,
HOWEVER, as set forth in Section 9.07, that the Servicer may be reimbursed for
related unreimbursed Repossession Expenses, Matured Leased Vehicle Expenses,
other Liquidation Expenses and Insurance Expenses as provided in Section
9.02(i).
(d) Upon the determination by the Servicer that any proceeds received
by it with respect to any 1999-A Contract constitute one or more Payments Ahead,
the Servicer shall, unless otherwise instructed by the Origination Trustee, (i)
maintain appropriate records of such Payment Ahead so as to be able to timely
apply such Payment Ahead as a Monthly Payment with respect to the applicable
1999-A Contract, (ii) so long as all Monthly Remittance Conditions are
satisfied, deposit such Payment Ahead into the 1999-A SUBI Collection Account on
the Deposit Date relating to the Collection Period during which such Payment
Ahead is to be applied, and (iii) commencing with the first day of the first
Collection Period that begins at least two Business Days after the day on which
a Monthly Remittance Condition ceases to be satisfied, deposit all Payments
Ahead then held by the Servicer into the Payahead Account and shall, until such
time as all Monthly Remittance Conditions are once again satisfied, remit all
future Payments Ahead to the Payahead Account within two Business Days after
receipt thereof, pending transfer to the 1999-A SUBI Collection Account pursuant
to Section 2.06(e)(i) of the Servicing Agreement.
(e) With reference to Sections 2.06(c) and 2.07 of the Servicing
Agreement, the Servicer shall deposit into the 1999-A SUBI Collection Account on
or before each Deposit Date each Security Deposit that became Liquidation
Proceeds during the related Collection Period.
(f) The Servicer, on behalf of the Origination Trustee, shall establish
and maintain in the name of the Origination Trustee, the 1999-A SUBI Collection
Account as set forth in Section 13.01 of the 1999-A SUBI Supplement. The 1999-A
Indenture Trustee shall establish and maintain in its own name the 1999-A Note
Distribution Account for the benefit of the Noteholders, as set forth in Section
3.01(a) of the 1999-A Securitization Trust Agreement. The Servicer, on behalf of
the 1999-A Owner Trustee, shall establish and maintain the 1999-A Certificate
Distribution Account for the benefit of the Certificateholders in the name of
the 1999-A Owner Trustee, as set forth in Section 3.01(b) of the 1999-A
Securitization Trust Agreement. The 1999-A Indenture Trustee shall establish the
Reserve Fund for the benefit of the Noteholders, HTC LP and HTD LP in the name
of the 1999-A Indenture Trustee, as set forth in Section 3.01(d) of the 1999-A
Securitization Trust Agreement. The 1999-A Owner Trustee, on behalf of the
1999-A Residual Value Insurance Co-Trust, shall establish and maintain the
1999-A Residual Value Insurance Proceeds Account for the benefit of the 1999-A
Residual Value Insurance Co-Trust in the name of the 1999-A Owner Trustee, as
set forth in Section 3.01(c) of the 1999-A Securitization Trust Agreement.
(g) On each Determination Date, the Servicer shall make the
calculations necessary to allow the 1999-A Owner Trustee or the 1999-A Indenture
Trustee, as the case may be, to make the allocations, applications and payments
to holders of, or to the 1999-A SUBI Accounts on
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behalf of the holders of, the 1999-A SUBI Certificates and the Retained 1999-A
SUBI Certificates on the related Distribution Date in accordance with Section
3.03 of the 1999-A Securitization Trust Agreement. In connection therewith, the
Servicer shall determine the amount of expenses and liabilities incurred or
suffered by the Origination Trust ("Origination Trust Expenses") during the
preceding Collection Period and shall allocate such Origination Trust Expenses
among the various Sub-Trusts, including the 1999-A SUBI Sub-Trust, in good faith
and so as not to disproportionately affect any Sub-Trust, generally as provided
for in Section 3.01(b) of the Origination Trust Agreement.
(h) On each Deposit Date, the Servicer, pursuant to the instructions of
the 1999-A Owner Trustee, shall cause the transfer of Collections to the 1999-A
SUBI Collection Account (net of amounts that may be retained by the Servicer
pursuant to the 1999-A Securitization Documents) in respect of the 1999-A SUBI
Certificates. On each Distribution Date, the Servicer, pursuant to the
instructions of the 1999-A Owner Trustee, shall cause the transfer of funds from
the 1999-A SUBI Collection Account (i) to the 1999-A Note Distribution Account,
the 1999-A Certificate Distribution Account, and the Reserve Fund as provided in
Section 3.03 of the 1999-A Securitization Trust Agreement and (ii) to HTC LP and
HTD LP in respect of the Retained 1999-A SUBI Certificates. Also, on each
Distribution Date, 1999-A Owner Trustee (with respect to the Certificates and
the 1999-A Certificate Distribution Account) and the 1999-A Indenture Trustee
(with respect to the Notes, the 1999-A Note Distribution Account and the Reserve
Fund) shall make the distributions from the 1999-A Note Distribution Account,
the 1999-A Certificate Distribution Account and the Reserve Fund in respect of
the Notes and the Certificates, as provided in Section 3.03 of the 1999-A
Securitization Trust Agreement.
(i) The Servicer will be entitled to reimbursement of Matured Leased
Vehicle Expenses, Repossession Expenses, other Liquidation Expenses and
Insurance Expenses. The Servicer is hereby authorized to net such expenses from
proceeds or Collections in respect of the related 1999-A Contracts or 1999-A
Leased Vehicles (including Liquidation Proceeds and Insurance Proceeds), or to
withdraw such amounts from amounts on deposit in the 1999-A SUBI Collection
Account. The Servicer also will be entitled to reimbursement of certain payments
it makes on behalf of Lessees (including payments it makes on behalf of the
related Lessees of taxes, vehicle registration charges, clearance of parking
tickets and similar items and expenses and charges incurred by it in the
ordinary course of servicing the 1999-A Contracts) from Collections with respect
to the 1999-A Contracts (whether or not as separate payments thereof by the
related Lessees) or from amounts realized upon the final disposition of 1999-A
Leased Vehicles. To the extent such amounts are not reimbursed prior to or at
the final disposition of the related 1999-A Leased Vehicle but remain unpaid by
the related Lessee, such unreimbursed amounts (together with any unpaid Monthly
Payments under the related 1999-A Contract) will be treated as Matured Leased
Vehicle Expenses, Repossession Expenses, other Liquidation Expenses or Insurance
Expenses, as the case may be, and the Servicer is hereby authorized to offset
such reimbursable payments, expenses and charges against Matured Leased Vehicle
Proceeds, Repossession Proceeds, other Liquidation Proceeds or Insurance
Proceeds, as the case may be.
To the extent that during any Collection Period (i) Collections,
Matured Leased Vehicle Proceeds, Repossession Proceeds, other Liquidation
Proceeds or Insurance Proceeds or separate
13
payments from the Lessee in respect of such payments, charges and expenses are
deposited into the 1999-A SUBI Collection Account rather than so offset by the
Servicer, (ii) any Monthly Payments arising from a 1999-A Contract allocated to
the 1999-A SUBI Sub-Trust are received by the Origination Trustee or deposited
in the 1999-A SUBI Collection Account with respect to any prior Collection
Period as to which the Servicer has outstanding an unreimbursed Advance, rather
than being netted from Collections by the Servicer, or (iii) any amount of
unreimbursed Advances already deposited in the 1999-A SUBI Collection Account on
any Deposit Date are reasonably determined by the Servicer to be Nonrecoverable
Advances, then, on the related Deposit Date, the Servicer shall (x) notify the
Origination Trustee and the 1999-A Owner Trustee in writing as to any such
amount and (y) instruct the Origination Trustee to, and the Origination Trustee
shall, promptly transfer an amount equal to the aggregate of such amounts from
the 1999-A SUBI Collection Account to the 1999-A SUBI Lease Account. Thereafter,
the Origination Trustee shall remit to the Servicer from the 1999-A SUBI Lease
Account the total of such amounts, without interest (the "Servicer
Reimbursement"). In lieu of causing the Origination Trustee to transfer such
amounts to the 1999-A SUBI Lease Account (or if the 1999-A SUBI Lease Account
has not been required to be established as set forth in Section 13.02 of the
1999-A SUBI Supplement), the Servicer is hereby authorized to withdraw such
amounts from amounts on deposit or deduct such amounts from amounts otherwise to
be deposited into the 1999-A SUBI Collection Account.
(j) The Servicer shall account to the Origination Trustee, the 1999-A
Indenture Trustee and the 1999-A Owner Trustee with respect to the 1999-A SUBI
Assets separately from any other Sub-Trust.
(k) The Servicer shall direct the Origination Trustee, the 1999-A
Indenture Trustee or the 1999-A Owner Trustee, as applicable, to invest amounts
held in the 1999-A SUBI Accounts in Eligible Investments as provided for in the
1999-A Securitization Documents. The maximum permissible maturities of any such
investments pursuant to this Section 9.02(k) on any date shall be not later than
the Business Day immediately preceding the Deposit Date for the related
Collection Period (with regard to investment of funds in the 1999-A SUBI
Collection Account, the 1999-A SUBI Lease Account and any 1999-A Payahead
Account) or the Business Day immediately preceding the Distribution Date for the
related Collection Period (with regard to investment of funds in the 1999-A Note
Distribution Account, the 1999-A Certificate Distribution Account and the
Reserve Fund) except for investments on which the 1999-A Owner Trustee (with
respect to investment of funds in the 1999-A Certificate Distribution Account)
or the 1999-A Indenture Trustee (with respect to investment of funds in the
1999-A Note Distribution Account or the Reserve Fund) is the obligor (including
repurchase agreements on which it, in its commercial capacity, is liable as
principal), which may mature on either the Deposit Date or Distribution Date for
the related Collection Period, respectively.
(l) If the Servicer obtains a letter from each Rating Agency, and
provides such letter to the UTI Beneficiaries, the Origination Trustee, the
1999-A Owner Trustee and the 1999-A Indenture Trustee, to the effect that the
utilization by the Servicer of an alternative remittance schedule with respect
to Collections to be deposited in the 1999-A SUBI Collection Account pursuant to
this 1999-A Servicing Supplement or the Servicing Agreement will not result in a
14
qualification, downgrading or withdrawal of the then-current ratings assigned to
the Rated Notes by such Rating Agency, (i) this 1999-A Servicing Supplement (and
any corresponding or related sections in the Servicing Agreement or the 1999-A
SUBI Supplement) may be so modified without the consent of any
Certificateholders or Noteholders and (ii) the Servicer may remit Collections to
the 1999-A SUBI Collection Account in accordance with that alternative
remittance schedule.
(m) The Servicer may make remittances to the 1999-A Note Distribution
Account and the 1999-A Certificate Distribution Account net of certain other
amounts, as and to the extent set forth in Section 3.03(g) of the 1999-A
Securitization Trust Agreement.
(n) The parties hereto acknowledge that the Origination Trustee, on
behalf of the Origination Trust, has made a complete transfer to the 1999-A
Owner Trustee of the Collections in respect of the 1999-A SUBI Assets contained
in all accounts maintained by the Origination Trustee and, except as provided in
this 1999-A Servicing Supplement, in the 1999-A SUBI Supplement and in the
1999-A Securitization Trust Agreement, neither the Origination Trustee nor the
Servicer has any right to direct such funds to a third party or to receive such
funds.
(o) In the event of a sale, disposition or other liquidation of the
1999-A SUBI Certificates and the Retained 1999-A SUBI Certificates and the other
property of the 1999-A Securitization Trust pursuant to Section 5.14 of the
Indenture or Section 7.02 of the 1999-A Securitization Trust Agreement, the
Servicer shall allocate the net proceeds thereof as set forth in Section 5.14 of
the Indenture and Section 7.02 of the 1999-A Securitization Trust Agreement.
Section 9.03. RECORDS. Upon the occurrence and during the continuance
of a 1999-A Servicer Termination Event (as defined in Section 11.01), if the
rights of the Servicer with respect to the 1999-A SUBI Assets shall have been
terminated in accordance with Section 4.01(b) of the Servicing Agreement and
Section 11.01(b) of this 1999-A Servicing Supplement, or if this 1999-A
Servicing Supplement shall have been terminated pursuant to Section 12.01
hereof, the Servicer shall, on demand of the Origination Trustee, on behalf of
the Origination Trust (either at the request of the 1999-A Indenture Trustee or,
as provided in Section 11.01(b), upon demand of Noteholders representing more
than 50% of the aggregate Voting Interests of the Notes, voting together as a
single Class), deliver to the Origination Trustee all such data, operating
software and appropriate documentation necessary for the servicing of the 1999-A
Contracts, including the related Lease Documents and Title Documents, all monies
collected by it and required to be deposited (a) in any 1999-A SUBI Account on
behalf of the Origination Trust, (b) in the 1999-A Note Distribution Account,
the 1999-A Certificate Distribution Account or the Reserve Fund on behalf of the
1999-A Securitization Trust or (c) in the 1999-A Note Distribution Account or
the Reserve Fund on behalf of the Noteholders, all Security Deposits with
respect to the 1999-A Contracts, and any 1999-A Leased Vehicle in the possession
of the Servicer that has been repossessed or is part of the Matured Leased
Vehicle Inventory and in either case has not yet been sold or otherwise disposed
of pursuant to Section 2.10 of the Servicing Agreement. In addition to
delivering such data, operating software and appropriate documentation and
monies, if a new servicer is appointed, the Servicer shall use commercially
reasonable efforts to effect the orderly and efficient transfer of the servicing
of the 1999-A
15
Contracts to the party that will be assuming responsibility for such servicing,
including directing Lessees to remit payments in respect of those 1999-A
Contracts to an account or address designated by the Origination Trustee or such
new servicer.
Section 9.04. ADVANCES.
(a) On or prior to each Deposit Date, the Servicer shall make any
Advance required by the definition thereof into the 1999-A SUBI Collection
Account.
(b) Notwithstanding any other provision of this 1999-A Servicing
Supplement, the Servicer shall not be obligated to make any Advance if and to
the extent that the Servicer shall have reasonably determined that any such
Advance, if made, would constitute a Nonrecoverable Advance. Any such
determination relating to a claim by the Servicer for reimbursement of
Nonrecoverable Advances from monies on deposit in the 1999-A SUBI Collection
Account shall be evidenced by an Officer's Certificate (or a statement to
Certificateholders and Noteholders or the certification by any other authorized
signatory) of the Servicer furnished to each UTI Beneficiary, the Origination
Trustee, the 1999-A Owner Trustee and the 1999-A Indenture Trustee setting out
the basis for such determination, which determination shall be conclusive and
binding absent manifest error.
Section 9.05. PAYMENT OF CERTAIN FEES AND EXPENSES; NO OFFSET.
(a) As part of its obligations hereunder, to the extent that cash flows
arising from the 1999-A SUBI Sub-Trust, as set forth in Section 3.03(c) of the
1999-A Securitization Trust Agreement, are insufficient to provide for the
payment of all fees and expenses due and payable to the Origination Trustee, the
1999-A Owner Trustee or the 1999-A Indenture Trustee as Capped Origination Trust
Administrative Expenses, Capped Owner Trustee Administrative Expenses, Capped
Indenture Trustee Administrative Expenses or Uncapped Administrative Expenses,
the Servicer shall advance an amount equal to such excess fees and expenses as
they become payable from time to time and agrees to indemnify the Origination
Trustee, the 1999-A Owner Trustee and the 1999-A Indenture Trustee and their
respective agents for such amounts. The Servicer shall be entitled to
reimbursement of such advances as set forth in Section 3.03(g) of the 1999-A
Securitization Trust Agreement. The obligations of the Servicer pursuant to this
Section 9.05(a) shall survive any termination of the Servicer's rights and
obligations with respect to the 1999-A SUBI Sub-Trust under this 1999-A
Servicing Supplement or the Servicing Agreement.
(b) Prior to the termination of the Servicer's rights and obligations
with respect to the 1999-A SUBI Sub-Trust (and thereafter if such termination
results from a 1999-A Servicer Termination Event), the obligations of the
Servicer with respect to the 1999-A SUBI Sub-Trust shall not be subject to any
defense, counterclaim or right of offset that the Servicer has or may have
against any UTI Beneficiary, the Origination Trustee on behalf of the
Origination Trust, any Affiliate of a Transferor, the 1999-A Owner Trustee or
the 1999-A Indenture Trustee, whether in respect of this 1999-A Servicing
Supplement, the 1999-A SUBI Supplement, the Servicing Agreement, any 1999-A
Securitization Document, any 1999-A Contract, any related Lease Document, any
1999-A Leased Vehicle or otherwise.
16
Section 9.06. SERVICING COMPENSATION.
(a) As compensation for the performance of its obligations under this
1999-A Servicing Supplement, the Servicer shall be entitled to receive from the
1999-A Owner Trustee, on behalf of the 1999-A Securitization Trust, on each
Distribution Date, the 1999-A SUBI Servicing Fee with respect to the 1999-A SUBI
Assets.
(b) The Servicer shall also be entitled to additional servicing
compensation with respect to the 1999-A SUBI Sub-Trust to the extent provided in
the 1999-A Securitization Trust Agreement.
Section 9.07. REPOSSESSION AND SALE OF LEASED VEHICLES. Notwithstanding
Section 2.06 of the Servicing Agreement, the Servicer may, but is not required
to, deduct from Repossession Proceeds, Matured Leased Vehicle Proceeds, other
Liquidation Proceeds or Insurance Proceeds with respect to any particular 1999-A
Leased Vehicle all related unreimbursed Repossession Expenses, Matured Leased
Vehicle Expenses, other Liquidation Expenses or Insurance Expenses prior to
transferring such funds out of its operating account. Such expenses may instead
be reimbursed as provided in Section 9.02(i).
Section 9.08. THIRD PARTY CLAIMS. In addition to the requirements set
forth in Section 2.12 of the Servicing Agreement, the Servicer shall immediately
notify HTC LP and HTD LP in writing (if AHFC is not acting as Servicer) and the
1999-A Indenture Trustee upon learning of a claim or Lien of whatever kind of a
third party that would materially and adversely affect the interests of HTC LP,
HTD LP, the Origination Trust or any 1999-A SUBI Assets.
Section 9.09. INSURANCE POLICIES. So long as any 1999-A SUBI
Certificates or Retained 1999-A SUBI Certificates are outstanding, the Servicer
will maintain and pay when due all premiums with respect to, and the Servicer
may not terminate or cause the termination of, or permit any other insured party
to terminate or cause the termination of, each Contingent and Excess Liability
Insurance Policy, all premiums with respect to which shall constitute
Administrative Expenses, unless (A) one or more replacement insurance policies
or binders are obtained providing coverage against third-party claims that may
be raised against the Origination Trustee, on behalf of the Origination Trust,
with respect to any 1999-A Leased Vehicle included in the 1999-A SUBI Sub-Trust,
which coverage shall be in an amount at least equal to ten million dollars
($10,000,000) per occurrence, not subject to any annual or aggregate cap (which
policy or policies may be a blanket insurance policy or policies covering the
Servicer and one or more of its Affiliates), and (B) each Rating Agency has
delivered a letter to the 1999-A Indenture Trustee and the 1999-A Owner Trustee
to the effect that the obtaining of any such replacement insurance policy or
policies, in and of itself, will not cause its then-current rating of any of the
Rated Notes to be qualified, reduced or withdrawn. On or before March 31 of each
year, the Servicer shall provide to the Origination Trustee one or more
Officer's Certificates certifying that each of the particular policies it is
required to maintain pursuant to this Section 9.09 remains in full force and
effect. The obligations of the Servicer pursuant to this Section 9.09 shall
survive any termination of the Servicer's obligations with respect to the 1999-A
SUBI Sub-Trust under this 1999-A Servicing Supplement or the Servicing
Agreement.
17
Section 9.10. SERVICER RESIGNATION; ASSIGNMENT.
(a) If the Servicer resigns in the circumstances contemplated by
Section 2.14(a) of the Servicing Agreement, in addition to the requirements set
forth therein, the Opinion of Counsel required thereby also shall be reasonably
satisfactory to the 1999-A Owner Trustee and the 1999-A Indenture Trustee. Any
servicing agreement entered into by a new servicer pursuant to Section 2.14(a)
of the Servicing Agreement also must contain substantially the same provisions
as this 1999-A Servicing Supplement. Neither the 1999-A Owner Trustee nor the
1999-A Indenture Trustee shall unreasonably fail to consent to a servicing
agreement with a new servicer that proposes to enter into a servicing agreement
that meets the standards required by Section 2.14 of the Servicing Agreement and
this 1999-A Servicing Supplement. No such resignation shall affect the
obligation of the Servicer to remit monies to the 1999-A SUBI Collection Account
(in lieu of unrecoverable insurance proceeds) as set forth in Section 2.11 of
the Servicing Agreement and Section 9.11 of this 1999-A Servicing Supplement, or
the obligations of the Servicer pursuant to Section 2.13(c) of the Servicing
Agreement, Section 8.02(c), Section 9.02(b) (as to any 1999-A Contract the
Maturity Date of which has been extended beyond the specified limit by the
Servicer, or which 1999-A Contract has been deferred in violation of the
specified limit by the Servicer), Section 9.05(a), Section 9.07 or Section 9.09
of this 1999-A Servicing Supplement; no successor Servicer shall be required to
undertake any of the foregoing, other than the obligation set forth in Section
9.05(a) (which shall remain a joint and several obligation of the initial
Servicer and any successor Servicer). The Origination Trustee shall give prompt
notice to each Rating Agency, the 1999-A Indenture Trustee and the 1999-A Owner
Trustee of any such resignation of the Servicer, and the Origination Trustee
must obtain from each Rating Agency a letter approving each substitute servicer.
(b) The Servicer may not assign this 1999-A Servicing Supplement or any
of its rights, powers, duties or obligations hereunder except as permitted
pursuant to Section 2.14(b) of the Servicing Agreement.
(c) Except as provided in paragraphs (a) and (b) above, the duties and
obligations of the Servicer under this 1999-A Servicing Supplement shall
continue until they shall have been terminated as provided in Section 12.01
hereof or in the Servicing Agreement and shall survive the exercise by the
Origination Trustee, on behalf of the Origination Trust, of any right or remedy
under this 1999-A Servicing Supplement or the Servicing Agreement or the
enforcement by the Origination Trustee, on behalf of the Origination Trust, of
any provision of the 1999-A Trust Documents.
Section 9.11. INSURANCE COVERAGE IN RESPECT OF LEASED VEHICLES. With
reference to Section 2.06(c) of the Servicing Agreement, except as provided in
Section 9.02 hereof, the required deposits of insurance proceeds with respect to
1999-A Leased Vehicles into the 1999-A SUBI Collection Account shall be made by
the Servicer within two Business Days after receipt of such proceeds.
18
Section 9.12. CORPORATE EXISTENCE; STATUS; MERGER.
(a) With regard to Sections 2.11(b) and 5.01(b) of the Servicing
Agreement, the Servicer also will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business (except where the failure to so qualify
would not have a material adverse effect on the condition, financial or
otherwise, of the Servicer and its subsidiaries considered as a whole) and in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of, or to permit the Servicer to perform
its obligations under, this 1999-A Servicing Supplement, the Servicing Agreement
and the 1999-A Securitization Trust Agreement.
(b) With reference to Section 2.15(b) of the Servicing Agreement,
whenever the consent of the Origination Trustee is required, so also shall the
consent of the 1999-A Owner Trustee and the 1999-A Indenture Trustee be
required, and whenever a successor to the Servicer by merger or consolidation is
required to execute and deliver to the Origination Trustee an agreement in form
and substance reasonably satisfactory to the Origination Trustee as to the
assumption by the successor of the Servicer's obligations under the Servicing
Agreement and the other 1999-A Securitization Documents, such agreement also
must be reasonably satisfactory to the 1999-A Owner Trustee and the 1999-A
Indenture Trustee and must contain a similar assumption of the Servicer's
obligations under this 1999-A Servicing Supplement.
Section 9.13. SERVICER ADMINISTRATIVE DUTIES UNDER THE 1999-A
SECURITIZATION DOCUMENTS. The Servicer shall be obligated to perform on behalf
of the 1999-A Securitization Trust all administrative duties required to be
performed by the Origination Trust pursuant to any of the 1999-A Securitization
Documents (including the preparation, delivery and filing of any and all
certificates, reports, filings and other documents required by law or the 1999-A
Securitization Documents) within the time period specified by and otherwise in
compliance with the requirements of such 1999-A Securitization Documents;
PROVIDED that nothing in this Section 9.13 will be deemed to cause the Servicer
to be obligated to make payments on the Notes or the Certificates, or to be an
obligor or guarantor with respect to the Notes or the Certificates. Without
limiting the generality of the foregoing, the Servicer shall, on behalf of the
Origination Trust, perform any and all of the actions required by Section 3.14
of the Indenture.
19
ARTICLE TEN
STATEMENTS AND REPORTS
Section 10.01. REPORTING BY THE SERVICER. At the time of the execution
and delivery of this 1999-A Servicing Supplement, as provided in Section
9.01(c), and periodically thereafter as required in order to update the contents
thereof upon any changes in the matters certified therein, the Servicer shall
furnish to the Origination Trustee, the 1999-A Owner Trustee, the 1999-A
Indenture Trustee and each Related Beneficiary an Officer's Certificate listing
the officers of the Servicer involved in, or responsible for, the administration
and servicing of the 1999-A SUBI Sub-Trust.
Section 10.02. ANNUAL ACCOUNTANTS' REPORTS The annual report of the
Independent Accountants of the Servicer required by Section 3.02 of the
Servicing Agreement, to the extent that it refers to the Servicing Agreement,
shall also specifically refer to the Servicing Agreement as supplemented by this
1999-A Servicing Supplement, and shall additionally be delivered to the 1999-A
Indenture Trustee and each Rating Agency.
Section 10.03. OTHER CERTIFICATES AND NOTICES FROM SERVICER.
(a) The annual Officer's Certificate of the Servicer required by
Section 3.03 of the Servicing Agreement, to the extent that it refers to the
Servicing Agreement, shall also specifically refer to the Servicing Agreement as
supplemented by this 1999-A Servicing Supplement, and shall additionally be
delivered to the 1999-A Indenture Trustee and each Rating Agency.
(b) Upon the occurrence of any 1999-A Servicer Termination Event, in
addition to the requirements set forth in Section 4.01 of the Servicing
Agreement, the Servicer shall provide to the 1999-A Indenture Trustee, the
1999-A Owner Trustee, and any holders of Rated Notes, prompt notice of such
occurrence, together with a description of its efforts to cure such 1999-A
Servicer Termination Event.
Section 10.04. TAX RETURNS. As contemplated by Section 6.12 of the
1999-A Securitization Trust Agreement, the Servicer shall prepare or cause to be
prepared, on behalf of the 1999-A Securitization Trust, the 1999-A Owner
Trustee, HTC LP and HTD LP any required federal tax information returns (in a
manner consistent with the treatment of the Notes as indebtedness). Also as
contemplated by Section 6.12 of the 1999-A Securitization Trust Agreement, if
and to the extent the 1999-A Securitization Trust is treated as an association
for federal income tax purposes, the Servicer shall prepare or cause to be
prepared any federal and state income tax returns that may be required with
respect to the 1999-A Securitization Trust or the assets thereof and shall
timely deliver any such returns to the 1999-A Owner Trustee for signature.
20
ARTICLE ELEVEN
SERVICER TERMINATION EVENTS
Section 11.01. SERVICER TERMINATION EVENTS; TERMINATION OF SERVICER.
(a) Upon the occurrence of (i) any Servicer Termination Event under the
Servicing Agreement relating to the 1999-A SUBI Assets (with the sole
modification being that the events described in Section 4.01(a)(vi) of the
Servicing Agreement shall be a 1999-A Servicer Termination Event if the failure
described therein shall continue for a period of ten Business Days after (A)
written notice thereof shall have been given to the Servicer or (B) discovery by
the Servicer of such failure) or (ii) the failure by the Servicer to deliver to
the Origination Trustee, the 1999-A Owner Trustee or the 1999-A Indenture
Trustee any report relating to the 1999-A SUBI Assets and required to be
delivered to the Origination Trustee, the 1999-A Owner Trustee or the 1999-A
Indenture Trustee pursuant to the Servicing Agreement or this 1999-A Servicing
Supplement within ten Business Days after the date any such report is due (each,
a "1999-A Servicer Termination Event"), the Servicer shall provide to the 1999-A
Indenture Trustee, the 1999-A Owner Trustee, and each Noteholder, prompt notice
of such failure or delay by the Servicer, together with a description of the
Servicer's efforts to perform its obligations.
In addition to the provisions of Section 4.01 of the Servicing
Agreement, and notwithstanding the foregoing, a delay or failure in performance
under Section 11.01(a)(ii) for a period of sixty Business Days shall not
constitute a 1999-A Servicer Termination Event if caused by a Force Majeure
Event. Upon the occurrence of a Force Majeure Event, the Servicer shall use
commercially reasonable efforts to perform its obligations in a timely manner
and shall provide to the Origination Trustee, the UTI Beneficiaries, each
Related Beneficiary and each Noteholder prompt notice of the Force Majeure
Event, the relevant failure or delay hereunder and a description of its efforts
to perform its obligations hereunder.
(b) In addition to the provisions of Section 4.01(b) of the Servicing
Agreement, if a 1999-A Servicer Termination Event shall have occurred and be
continuing, the Origination Trustee on behalf of the Origination Trust shall, at
the direction of the Required Related Holders, by notice given to the Servicer,
each Rating Agency, the Related Beneficiary and the holders of the Rated Notes,
terminate the rights and obligations of the Servicer under this 1999-A Servicing
Supplement in accordance with such Section. If the Servicer is removed as
servicer with respect to servicing the 1999-A SUBI Assets, subject to the
consent of the Origination Trustee, the Required Related Holders shall appoint a
successor Servicer. The successor Servicer shall accept its appointment by a
written assumption in a form acceptable to the Origination Trustee. Such
successor Servicer shall be approved by the Origination Trustee, such approval
not to be unreasonably withheld or delayed. With respect to any 1999-A Servicer
Termination Event, the Origination Trustee, acting on the direction of the
Required Related Holders, may waive any default of the Servicer. For purposes of
this Section 11.01(b), so long as the Lien of the Indenture is in effect, the
Required Related Holders shall be deemed to be, until the Note Balance has been
reduced to zero, the 1999-A Indenture Trustee (as Registered Pledgee of the
1999-A SUBI Certificates), acting at the direction of the Required Percentage of
the Noteholders, and,
21
thereafter, the 1999-A Owner Trustee, acting at the direction of the Required
Percentage of the Certificateholders.
ARTICLE TWELVE
MISCELLANEOUS
Section 12.01. TERMINATION OF AGREEMENT.
(a) In connection with any purchase by the Servicer of the corpus of
the 1999-A Securitization Trust pursuant to Section 7.02 of the 1999-A
Securitization Trust Agreement, and the Servicer's then succeeding to all of the
interest in the 1999-A SUBI represented by the 1999-A SUBI Certificates and the
Retained 1999-A SUBI Certificates, and if the UTI Beneficiaries shall thereafter
succeed to such interest in the 1999-A SUBI, the Servicer, upon the direction of
the UTI Beneficiaries as provided in Section 12.05 of the 1999-A SUBI
Supplement, shall reallocate all 1999-A Contracts, 1999-A Leased Vehicles and
related 1999-A SUBI Assets to the UTI Sub-Trust.
(b) Except as provided in this Section 12.01, the respective duties and
obligations of the Servicer and the Origination Trustee with respect to the
1999-A SUBI Assets created by the Servicing Agreement and this 1999-A Servicing
Supplement shall terminate upon the termination of the 1999-A Securitization
Trust Agreement pursuant to Section 7.01 thereof. Upon such a termination, the
Servicer shall remit to the Origination Trustee or any other Person entitled
thereto all monies held by the Servicer with respect to the 1999-A SUBI
Sub-Trust pursuant to the Servicing Agreement and this 1999-A Servicing
Supplement.
Section 12.02. AMENDMENT.
(a) Notwithstanding Section 6.02(a) of the Servicing Agreement, this
1999-A Servicing Supplement and the Servicing Agreement may be amended by the
parties hereto or thereto, without the consent of any of the Noteholders or the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein, to add, change or eliminate any other provisions
hereof or thereof with respect to matters or questions arising hereunder or
thereunder that shall not be inconsistent with the provisions hereof or thereof,
or to add or amend any provision therein in connection with permitting transfers
of the Certificates or the Notes; PROVIDED, HOWEVER, that any such action shall
not, in the good faith judgment of the parties hereto or thereto, adversely
affect in any material respect the interests of any Noteholders, any
Certificateholders, the 1999-A Indenture Trustee, the 1999-A Owner Trustee or
the Origination Trustee; or, as a condition to the effectiveness of such
amendment, the 1999-A Indenture Trustee and the 1999-A Owner Trustee shall have
received an Opinion of Counsel to the effect that such action shall not
adversely affect in any material respect the interests of any Noteholders or any
Certificateholders.
(b) This 1999-A Servicing Supplement and the Servicing Agreement may
also be amended from time to time by the respective parties hereto or thereto
including with respect to changing the remittance schedule for deposits in the
1999-A Note Distribution Account and the 1999-A Certificate Distribution
Account, if either (A) the 1999-A Indenture Trustee has been
22
furnished with confirmation (written or oral) from each Rating Agency to the
effect that such amendment would not cause its then-current rating of any Rated
Notes to be qualified, reduced or withdrawn, or (B) the 1999-A Indenture Trustee
has received the consent of the Noteholders holding Notes representing more than
50% of the aggregate Voting Interests of the Notes, acting as a single Class,
and the 1999-A Owner Trustee has received the consent of the Certificateholders
holding Certificates representing more than 50% of the aggregate Voting
Interests of the Certificates (which consent of any Noteholder or
Certificateholder given pursuant to this Section 12.02(b) or pursuant to any
other provision of this 1999-A Servicing Supplement or the Servicing Agreement
shall be conclusive and binding on such Noteholder or Certificateholder and on
all future Noteholders or Certificateholders of such Note or Certificate and of
any Note or Certificate issued upon the transfer thereof or in exchange thereof,
or in lieu thereof whether or not notation of such consent is made upon the Note
or Certificate); PROVIDED, HOWEVER, that no such amendment shall (1) except as
otherwise provided in Section 12.02(a), increase or reduce in any manner (x) the
amount of, or accelerate or delay the timing of, collections of payments on the
1999-A SUBI Interest, the 1999-A SUBI Certificates or the Retained 1999-A SUBI
Certificates, or distributions that shall be required to be made on any Note or
Certificate or (y) the applicable Note Rate or Certificate Rate or (2) reduce
the aforesaid percentage of the aggregate Voting Interest of the Notes or the
aggregate Voting Interest of the Certificates required to consent to any such
amendment, without the consent of all of the Noteholders and all of the
Certificateholders holding Notes or Certificates, as applicable, then
outstanding.
(c) The Servicer shall provide each Rating Agency prior notice of the
content of any proposed amendment to this 1999-A Servicing Supplement or the
Servicing Agreement, whether or not such amendment relates to the 1999-A SUBI or
requires approval of any Rating Agency. Any notice of any such amendment or
modification as to which notice is required to be given to any Rating Agency
shall contain both the substance and form of the proposed amendment or
modification.
(d) Any amendment to the Origination Trust Agreement that applies to or
affects the UTI or any Other SUBI, in addition to the 1999-A SUBI Sub-Trust,
shall also be subject to the foregoing provisions of this Section 12.02.
Notwithstanding the foregoing, this Section 12.02 does not modify or supersede
any provision in the Origination Trust Agreement. Without limiting the
foregoing, any amendment of the Origination Trust Agreement or any other SUBI
Servicing Agreement that neither applies to nor affects the 1999-A SUBI shall
not require the consent of (i) the Beneficiaries of the 1999-A SUBI
Certificates, (ii) the Beneficiaries of the Retained 1999-A SUBI Certificates or
(iii) the 1999-A Owner Trustee.
Section 12.03. GOVERNING LAW. THIS 1999-A SERVICING SUPPLEMENT SHALL BE
CREATED UNDER AND GOVERNED BY AND CONSTRUED UNDER THE INTERNAL LAWS OF THE STATE
OF CALIFORNIA, 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.
23
Section 12.04. NOTICES. The notice provisions of Section 6.05 of the
Servicing Agreement shall apply equally to this 1999-A Servicing Supplement,
provided that any notice to the 1999-A Indenture Trustee shall be addressed as
follows:
The Bank of New York
βββ βββββββ ββββββ
βββββ βββ
βββ ββββ, βββ ββββ βββββ
Attention: Honda Auto Lease Trust 1999-A
and any notice to the 1999-A Owner Trustee shall be addressed as follows:
U.S. Bank National Association
One Illinois Center
βββ ββββ ββββββ βββββ, βββββ ββββ
βββββββ, ββββββββ βββββ
Attention: Corporate Trust Office
Any of the Servicer, the Origination Trustee, the 1999-A Owner
Trustee and the 1999-A Indenture Trustee may change its address for notices
hereunder by giving notice of such change to the other such Persons. All notices
and demands (i) shall be deemed to have been given upon delivery or tender of
delivery thereof to any officer or other duly authorized recipient of the Person
entitled to receive such notices and demands at the address of such Person for
notices hereunder, (ii) if given by the Origination Trustee shall be deemed to
have been given by all of the beneficiaries of the Origination Trust, (iii) if
given by the 1999-A Owner Trustee shall be deemed to be given by the
Certificateholders and (iv) if given by the 1999-A Indenture Trustee shall be
deemed to be given by the Noteholders.
Section 12.05. SEVERABILITY. If any one or more of the covenants,
agreements, provisions or terms of this 1999-A Servicing Supplement shall for
any reason whatsoever be held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this 1999-A Servicing Supplement, and shall
in no way affect the validity or enforceability of the remaining covenants,
agreements and provisions or the rights of the parties hereto. To the extent
permitted by law, the parties hereto waive any provision of law that renders any
provision of this 1999-A Servicing Supplement invalid or unenforceable in any
respect.
Section 12.06. INSPECTION AND AUDIT RIGHTS. The Servicer agrees that,
on reasonable prior notice, it will permit any representative or designee of the
Origination Trustee, on behalf of the Origination Trust, during the normal
business hours of the Servicer, to examine all books of account, records,
reports and other papers of the Servicer relating to the Trust Assets, to make
copies and extracts therefrom, to cause such books to be audited by Independent
Accountants selected by the Origination Trustee, and to discuss the affairs,
finances and accounts relating to the Trust Assets with its officers, employees
and Independent Accountants (and by this provision the Servicer hereby
authorizes such Independent Accountants to discuss with such representatives
such affairs, finances and accounts), all at such reasonable times and as often
as
24
may be reasonably requested. Such rights shall include, but shall not be limited
to, any off-site storage facilities at which any data (including computerized
records), together with all operating software and appropriate documentation,
may be held. The Origination Trustee agrees to keep confidential all the
confidential information of the Servicer acquired during any such examination as
if such information were its own confidential information, except to the extent
necessary for the purposes of this 1999-A Servicing Supplement. The expenses
incident to the exercise by the Origination Trustee of any right under this
Section 12.06 shall be reimbursable by the Servicer.
Section 12.07. THIRD PARTY BENEFICIARIES. The provisions of this 1999-A
Servicing Supplement insofar as they relate to the 1999-A SUBI Sub-Trust shall
be binding upon and inure to the benefit of the respective parties and their
permitted successors and assigns, the Origination Trustee on behalf of the
Origination Trust, the 1999-A Owner Trustee, the 1999-A Indenture Trustee and
each of the holders of any legal or beneficial interest in the 1999-A SUBI
Certificates, the Retained 1999-A SUBI Certificates or the 1999-A Residual Value
Insurance Certificates (including without limitation the 1999-A Owner Trustee,
the 1999-A Indenture Trustee, the Certificateholders, the Noteholders, HTC LP
and HTD LP), who shall be considered to be third party beneficiaries hereof.
Except as provided in this 1999-A Servicing Supplement, no other Person will
have any right or obligation hereunder.
Section 12.08. TABLE OF CONTENTS, ARTICLE AND SECTION HEADINGS. The
Table of Contents, Article and Section headings herein are for convenience of
reference only, and shall not define or limit any of the provisions hereof.
Section 12.09. COUNTERPARTS. This 1999-A Servicing Supplement may be
executed in any number of counterparts, each of which when 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 12.10. FURTHER ASSURANCES. Each party will do such acts, and
execute and deliver to any other party such additional documents or instruments
as may be reasonably requested, in order to effect the purposes of this 1999-A
Servicing Supplement and to better assure and confirm unto the requesting party
its rights, powers and remedies hereunder.
Section 12.11. NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and no
delay in exercising, on the part of any party hereto, any right, remedy, power
or privilege under this 1999-A Servicing Supplement shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges provided in this 1999-A Servicing Supplement and any
supplements are cumulative and not exhaustive of any rights, remedies, powers
and privileges provided at law, in equity or otherwise.
Section 12.12. NO PETITION. Each of the parties hereto covenants and
agrees that prior to the date which is one year and one day after the last date
upon which (a) each Class of Notes and the Certificates have been paid in full,
and (b) all obligations due under any other Securitization
25
have been paid in full, it will not institute against, or join any other Person
in instituting against, the 1999-A Securitization Trust, HTA LP, HTB LP, HTC LP,
HTD LP, any general partner of HTA LP, HTB LP, HTC LP or HTD LP, the Origination
Trustee, the Origination Trust, any Special Purpose Affiliate, any UTI
Beneficiary, any Beneficiary, and any general partner or member (as applicable)
of a Beneficiary or a Special Purpose Affiliate, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding or other proceedings under any
federal or state bankruptcy or similar law. The foregoing shall not limit the
1999-A Indenture Trustee's or 1999-A Owner Trustee's right to file any claim in
or otherwise take actions with respect to any such proceeding instituted by any
Person not under such a constraint. This Section 12.12 shall survive the
termination of this 1999-A Servicing Supplement or the resignation or removal of
the 1999-A Owner Trustee or the 1999-A Indenture Trustee under the 1999-A
Securitization Trust Agreement or the Indenture, respectively.
[Remainder of page intentionally left blank]
26
IN WITNESS WHEREOF, the parties hereto have caused this 1999-A
Servicing Supplement to be duly executed by their respective officers duly
authorized as of the day and year first above written.
AMERICAN HONDA FINANCE CORPORATION,
as Servicer
By: /S/ β. ββββββ
---------------------------------------
Name: β. ββββββ
Title: President
HVT, INC.,
as Origination Trustee of the HONDA LEASE TRUST
By: /S/ ββββββββ β. CHILD
---------------------------------------
Name: ββββββββ β. Child
Title: Vice President
HONDA TITLING A L.P., as UTI Beneficiary
By: HONDA TITLING A LLC, its general partner
By: HONDA TITLING INC., its manager
By: /S/ β. ββββββ
---------------------------------------
Name: β. ββββββ
Title: President
HONDA TITLING B L.P., as UTI Beneficiary
By: HONDA TITLING B LLC, its general partner
By: HONDA TITLING INC., its manager
By: /S/ β. ββββββ
---------------------------------------
Name: β. ββββββ
Title: President
S-1
U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent
By: /S/ ββββββββ β. CHILD
---------------------------------------
Name: ββββββββ β. Child
Title: Vice President
Acknowledged and Agreed:
THE BANK OF NEW YORK,
as Indenture Trustee
By: /S/ βββββ β. βββββββ
--------------------------------------------
Name: βββββ β. βββββββ
Title: Assistant Vice President
U.S. BANK NATIONAL ASSOCIATION,
as Owner Trustee
By: /S/ ββββββββ β. CHILD
--------------------------------------------
Name: ββββββββ β. Child
Title: Vice President
S-2
EXHIBIT A
SCHEDULE OF 1999-A CONTRACTS AND
1999-A LEASED VEHICLES AS OF THE CUTOFF DATE
[Omitted. Copies on file with the Servicer, the Origination Trustee,
the 1999-A Owner Trustee and the 1999-A Indenture Trustee.]
A-1
EXHIBIT B
FORM OF SERVICER'S CERTIFICATE
B-1
AMERICAN HONDA FINANCE CORPORATION
Servicer's Certificate - Honda Auto Lease Trust 1999-A
Distribution Date of Collection Period of
POOL DATA - ORIGINAL DEAL PARAMETERS
Aggregate Net Investment Value (ANIV)
Servicer Advance
Servicer Payahead
Number of Contracts
Weighted Average Lease Rate (Discounted)
Weighted Average Lease Rate
Weighted Average Remaining Term
Servicing Fee Percentage (annual)
POOL DATA - CURRENT MONTH
Aggregate Net Investment Value
Number of Current Contracts
Weighted Average Lease Rate (Discounted)
Weighted Average Lease Rate
Weighted Average Remaining Term
-------------------------------------------------------------------------------
RESERVE FUND:
Initial Deposit Amount
Specified Reserve Fund Percentage (If Tests i, ii and iii are satisfied)
Specified Reserve Fund Amount (If Tests i, ii and iii are satisfied)
Specified Reserve Fund Percentage (If Tests i, ii or iii are not satisfied)
Specified Reserve Fund Amount (If Tests i, ii or iii are not satisfied)
Beginning Balance
Net Investment Income Retained
Excess Reserve Amount Released
Deposit Amount
Withdrawal Amount
Ending Balance
Specified Reserve Fund Balance
Net Investment Income
Cumulative Withdrawal Amount
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
CREDIT LOSSES: VEHICLE COUNT AMOUNT
Contracts Charged-off During the Collection Period
Discounted Principal Balance
Net Liquidation Proceeds for the Collection Period
Recoveries - Previously Charged-off Contracts
Aggregate Credit Losses for the Collection Period
Repossessions for the Collection Period
Cumulative Credit Losses for all Periods
Ratio of Net Credit Losses to the Average ANIV Balance
for Each Collection Period:
Second Preceding Collection Period
First Preceding Collection Period
Current Collection Period
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
TEST (i) (CHARGE-OFF RATE TEST)
Three Month Average
Charge-off Rate Test (Test Satisfied if LESS THAN = 1.5%)
-------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
DISCOUNTED
DELINQUENT CONTRACTS: PERCENT ACCOUNTS PERCENT PRINCIPAL BALANCE
31 - 60 Days Delinquent
61 - 90 Days Delinquent
Over 90 Days Delinquent
Total Delinquencies
Ratio of Number of Contracts Delinquent More than 60 days to the Outstanding
Number of Receivables as of Each Collection Period (Includes Repossessions):
Second Preceding Collection Period
First Preceding Collection Period
Current Collection Period
------------------------------------------------------------------------------------------------------------------------------
TEST (ii) (DELINQUENCY RATE TEST)
Three Month Average
Delinquency Rate Test (Test satisfied if LESS THAN = 1.5%)
------------------------------------------------------------------------------------------------------------------------------
RESIDUAL VALUE (GAIN) LOSS: VEHICLES
Matured Lease Vehicle Inventory Sold
Net Liquidation Proceeds
Net Residual Value (Gain) Loss
Cumulative Residual Value (Gain) Loss at periods
AVERAGE AVERAGE
MATURED VEHICLES SOLD FOR NUMBER SCHEDULED SALE NET LIQUIDATION RESIDUAL
EACH COLLECTION PERIOD: SOLD MATURITIES RATIO PROCEEDS VALUE
Second Preceding Collection Period
First Preceding Collection Period
Current Collection Period
Three Month Average
Ratio of Three Month Average Net Liquidation Proceeds
to Average Residual Value
-----------
---------------------------------------------------------------------------------------------------------------------------------
CURRENT PERIOD
TEST (iii) (RESIDUAL VALUE TEST) AMOUNT/RATIO TEST MET?
a) Number of Vehicles sold GREATER THAN 45% of Scheduled Maturities and GREATER THAN = 500 Scheduled
Maturities
b) 3 Month Average Matured Leased Vehicle Proceeds LESS THAN 75% of Average Residual Values
Residual Value test (Test Satisfied if tests a and b = Yes)
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
SERVICERS FEE DUE: AMOUNT
Prior Cumulative Servicer's Fee Shortfall
Servicer's Fee Due This Collection Period
Servicer's Fee Paid
Current Cumulative Servicer's Fee Shortfall
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
ADVANCES AND PAYAHEADS: AMOUNT
Advances
Prior Outstanding Servicer Advances
Net Advance/(Recovery) This Period
Nonrecoverable Prior Advances
Current Outstanding Servicer Advances
Payahead Account
Prior Outstanding Payahead Balance
Net Allocation/(Collections) of Advanced Payments This Period
Current Outstanding Payahead Balance
---------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
SECURITIES CLASS A1 CLASS A2 CLASS A3 CLASS A4
TOTAL BALANCE (99.8%) BALANCE BALANCE BALANCE BALANCE
-----------------------------------------------------------------------------------------------------------------------------------
COLLECTIONS:
Interest
Scheduled Interest Collections
Interest Related to Prepayments in Full
Interest Related to Full Term and Over Term Payoffs
Interest Related to Reallocation Payments
Excess Liquidation Proceeds
Available Interest
Principal
Scheduled Principal Collections
Prepayments in Full
Full Term and Over Term Payoffs
Reallocation Payment
Net Liquidation Proceeds
Recoveries
Available Principal
Withdrawal from Reserve Fund
Total of Sources for Distribution
DISTRIBUTIONS:
Interest
Transferor Interest
Capped Trustee Fees
Class A Interest
Class A Interest Carryover Shortfalls
Class B Interest
Class B Interest Carryover Shortfalls
Class C Interest
Class C Interest Carryover Shortfalls
Capped Contingent and Excess Liability Premiums
Capped Origination Trust Administrative Expenses
Other Capped Trustee Fees
Servicer's Fee
Unpaid Servicer's Fees Related to Prior Collection Periods
Reserve Fund Deposit
Certificate Interest
Certificate Interest Carryover Shortfall
Class A Covered Loss Amount
Class A Note Principal Loss Amount/Class A Note Principal
Carryover Shortfall
Class B Covered and Uncovered Loss Amount
Class C Covered and Uncovered Loss Amount
Class B Note Principal Loss Carryover Shortfall
Class C Note Principal Loss Carryover Shortfall
Class B Note Interest on Principal Loss Carryover Shortfall
Class C Note Interest on Principal Loss Carryover Shortfall
Certificate Principal Loss Amount/Certificate Principal
Carryover Shortfall
Uncapped Administrative Expenses (paid to the Trustee)
Excess Interest to Transferor
Total Distributions of Interest
Principal
Transferor Principal
Principal Distribution to β-β, β-β, β-β and A-4 Notes
Principal Distribution to A-5 and C Notes
Principal Distribution to Certificates
Total Distributions of Principal
Note Certificate Interest Carryover Shortfalls
Beginning Balance
Current Period Increase (Decrease)
Ending Balance
Note Certificate Principal Loss Amount
Beginning Balance
Current Period Increase (Decrease)
Ending Balance
---------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
CLASS A5 CLASS B CLASS C CERTIFICATE TRANSFER INTEREST
BALANCE BALANCE BALANCE BALANCE BALANCE
------------------------------------------------------------------------------------------------------------------------------
COLLECTIONS:
Interest
Scheduled Interest Collections
Interest Related to Prepayments in Full
Interest Related to Full Term and Over Term Payoffs
Interest Related to Reallocation Payments
Excess Liquidation Proceeds
Available Interest
Principal
Scheduled Principal Collections
Prepayments in Full
Full Term and Over Term Payoffs
Reallocation Payment
Net Liquidation Proceeds
Recoveries
Available Principal
Withdrawal from Reserve Fund
Total of Sources for Distribution
DISTRIBUTIONS:
Interest
Transferor Interest
Capped Trustee Fees
Class A Interest
Class A Interest Carryover Shortfalls
Class B Interest
Class B Interest Carryover Shortfalls
Class C Interest
Class C Interest Carryover Shortfalls
Capped Contingent and Excess Liability Premiums
Capped Origination Trust Administrative Expenses
Other Capped Trustee Fees
Servicer's Fee
Unpaid Servicer's Fees Related to Prior Collection Periods
Reserve Fund Deposit
Certificate Interest
Certificate Interest Carryover Shortfall
Class A Covered Loss Amount
Class A Note Principal Loss Amount/Class A Note Principal
Carryover Shortfall
Class B Covered and Uncovered Loss Amount
Class C Covered and Uncovered Loss Amount
Class B Note Principal Loss Carryover Shortfall
Class C Note Principal Loss Carryover Shortfall
Class B Note Interest on Principal Loss Carryover Shortfall
Class C Note Interest on Principal Loss Carryover Shortfall
Certificate Principal Loss Amount/Certificate Principal
Carryover Shortfall
Uncapped Administrative Expenses (paid to the Trustee)
Excess Interest to Transferor
Total Distributions of Interest
Principal
Transferor Principal
Principal Distribution to β-β, β-β, β-β and A-4 Notes
Principal Distribution to A-5 and C Notes
Principal Distribution to Certificates
Total Distributions of Principal
Note Certificate Interest Carryover Shortfalls
Beginning Balance
Current Period Increase (Decrease)
Ending Balance
Note Certificate Principal Loss Amount
Beginning Balance
Current Period Increase (Decrease)
Ending Balance
---------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
SECURITIES CLASS A1 CLASS A2 CLASS A3 CLASS A4
TOTAL BALANCE (99.8%) BALANCE BALANCE BALANCE BALANCE
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS TO NOTEHOLDERS AND
CERTIFICATEHOLDERS:
Interest Distributions
Principal Distributions
Total Distributions
ORIGINAL DEAL PARAMETER
Aggregate Net Investment Value (ANIV)
Initial Note Certificate Balance
Percent of ANIV
Class Allocation Percentage
Note Certificate Factor
Note Certificate Rate
Servicer Advance
Servicer Payahead
Number of Contracts
Weighted Average Lease Rate
Weighted Average Lease Rate (Discounted)
Weighted Average Remaining Term
Servicing Fee Percentage
POOL DATA PRIOR MONTH
Aggregate Net Investment Value (ANIV)
Note Certificate Balance
Percent of ANIV
Class Allocation Percentage
Note Certificate Factor
Servicer Advance
Servicer Payahead
Number of Contracts
Weighted Average Lease Rate
Weighted Average Lease Rate (Discounted)
Weighted Average Remaining Term
Servicing Fee Percentage
Number of Days in the Accrual Period
POOL DATA CURRENT MONTH
Aggregate Net Investment Value (ANIV)
Note Certificate Balance
Percent of ANIV
Class Allocation Percentage
Note Certificate Factor
Servicer Advance
Servicer Payahead
Number of Contracts
Weighted Average Lease Rate
Weighted Average Lease Rate (Discounted)
Weighted Average Remaining Term
Servicing Fee Percentage
Number of Days in the Accrual Period
I hereby certify to the best of my knowledge that
the report provided is true and correct.
-----------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
CLASS A5 CLASS B CLASS C CERTIFICATE TRANSFER INTEREST
BALANCE BALANCE BALANCE BALANCE BALANCE
---------------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS TO NOTEHOLDERS AND
CERTIFICATEHOLDERS:
Interest Distributions
Principal Distributions
Total Distributions
ORIGINAL DEAL PARAMETER
Aggregate Net Investment Value (ANIV)
Initial Note Certificate Balance
Percent of ANIV
Class Allocation Percentage
Note Certificate Factor
Note Certificate Rate
Servicer Advance
Servicer Payahead
Number of Contracts
Weighted Average Lease Rate
Weighted Average Lease Rate (Discounted)
Weighted Average Remaining Term
Servicing Fee Percentage
POOL DATA PRIOR MONTH
Aggregate Net Investment Value (ANIV)
Note Certificate Balance
Percent of ANIV
Class Allocation Percentage
Note Certificate Factor
Servicer Advance
Servicer Payahead
Number of Contracts
Weighted Average Lease Rate
Weighted Average Lease Rate (Discounted)
Weighted Average Remaining Term
Servicing Fee Percentage
Number of Days in the Accrual Period
POOL DATA CURRENT MONTH
Aggregate Net Investment Value (ANIV)
Note Certificate Balance
Percent of ANIV
Class Allocation Percentage
Note Certificate Factor
Servicer Advance
Servicer Payahead
Number of Contracts
Weighted Average Lease Rate
Weighted Average Lease Rate (Discounted)
Weighted Average Remaining Term
Servicing Fee Percentage
Number of Days in the Accrual Period
I hereby certify to the best of my knowledge that
the report provided is true and correct.
-----------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
ARTICLE SEVEN
DEFINITIONS
Section 7.01. Definitions.........................................................................6
Section 7.02. Interpretation......................................................................6
ARTICLE EIGHT
CREATION OF 1999-A SUBI
Section 8.01. Initial Creation of the 1999-A SUBI Portfolio and 1999-A
SUBI Sub-Trust; Representations and Warranties.................................................7
Section 8.02. Servicer Payment in Respect of Certain Leases and Leased
Vehicles.......................................................................................7
Section 8.03. Filings.............................................................................8
Section 8.04. Representations and Warranties of the Servicer......................................8
ARTICLE NINE
SPECIFIC REQUIREMENTS FOR ADMINISTRATION AND SERVICING OF
LEASES IN 1999-A SUBI PORTFOLIO
Section 9.01. Servicer Bound by Servicing Agreement...............................................9
Section 9.02. Collection of Monthly Lease Remittances; Application of
Proceeds; Accounts.............................................................................9
Section 9.03. Records............................................................................15
Section 9.04. Advances...........................................................................16
Section 9.05. Payment of Certain Fees and Expenses; No Offset....................................16
Section 9.06. Servicing Compensation.............................................................17
Section 9.07. Repossession and Sale of Leased Vehicles...........................................17
Section 9.08. Third Party Claims.................................................................17
Section 9.09. Insurance Policies.................................................................17
Section 9.10. Servicer Resignation; Assignment...................................................18
Section 9.11. Insurance Coverage in Respect of Leased Vehicles...................................18
Section 9.12. Corporate Existence; Status; Merger................................................19
Section 9.13. Servicer Administrative Duties under the 1999-A Securitization
Documents ....................................................................................19
i
ARTICLE TEN
STATEMENTS AND REPORTS
Section 10.01. Reporting by the Servicer..........................................................20
Section 10.02. Annual Accountants' Reports........................................................20
Section 10.03. Other Certificates and Notices from Servicer.......................................20
Section 10.04. Tax Returns........................................................................20
ARTICLE ELEVEN
SERVICER TERMINATION EVENTS
Section 11.01. Servicer Termination Events; Termination of Servicer...............................21
ARTICLE TWELVE
MISCELLANEOUS
Section 12.01. Termination of Agreement...........................................................22
Section 12.02. Amendment..........................................................................22
Section 12.03. Governing Law......................................................................23
Section 12.04. Notices............................................................................24
Section 12.05. Severability.......................................................................24
Section 12.06. Inspection and Audit Rights........................................................24
Section 12.07. Third Party Beneficiaries..........................................................25
Section 12.08. Table of Contents, Article and Section Headings....................................25
Section 12.09. Counterparts.......................................................................25
Section 12.10. Further Assurances.................................................................25
Section 12.11. No Waiver; Cumulative Remedies.....................................................25
Section 12.12. No Petition........................................................................25
EXHIBITS
EXHIBIT A Schedule of 1999-A Contracts and 1999-A Leased
Vehicles as of the Cutoff Date....................................................A-1
EXHIBIT B Form of Servicer's Certificate....................................................B-1
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