Execution Copy
1997-A SUBI CERTIFICATE PURCHASE AND SALE AGREEMENT
THIS 1997-A SUBI CERTIFICATE PURCHASE AND SALE AGREEMENT (the "Agreement")
is dated as of September 1, 1997, by and between TOYOTA MOTOR CREDIT
CORPORATION, a California corporation ("TMCC"), and TOYOTA LEASING, INC., a
California corporation ("TLI").
A. TMCC, TMTT Inc., a Delaware corporation (the "Titling Trustee"), and,
for certain limited purposes set forth therein, U.S. Bank National Association,
a national banking association) ("U.S. Bank"), have entered into an Amended and
Restated Trust and Servicing Agreement dated as of October 1, 1996 (the "Titling
Trust Agreement") pursuant to which Toyota Lease Trust, a Delaware business
trust (the "Titling Trust"), was formed for the purpose of taking assignments
and conveyances of, holding in trust and dealing in various Titling Trust Assets
(as defined in the Titling Trust Agreement) in accordance with the Titling Trust
Agreement.
B. Concurrently herewith, and as contemplated by the terms of the Titling
Trust Agreement, TMCC, the Titling Trustee and U.S. Bank have entered into a
1997-A SUBI Supplement to Amended and Restated Trust and Servicing Agreement
dated as of September 24, 1997 (the 1997-A SUBI Supplement") pursuant to which
the Titling Trust at the direction of TMCC, will create and issue to TLI a
special unit of beneficial interest in the Titling Trust, or "SUBI" (as defined
in the Titling Trust Agreement) (such SUBI, the "1997-A SUBI"). The
beneficiaries of the 1997-A SUBI generally will be entitled to the net cash flow
arising from, but only from, the related SUBI Portfolio (as defined in the
Titling Trust Agreement) (the "1997-A SUBI Portfolio"). The 1997-A SUBI will be
evidenced by one 1997-A SUBI Certificate (as defined in the Titling Trust
Agreement) representing 100% of the beneficial interest in the 1997-A SUBI (the
"1997-A SUBI Certificate"), all as set forth in the Titling Trust Agreement and
the 1997-A SUBI Supplement.
C. TMCC and TLI desire to enter into this Agreement to provide for the
sale by TMCC to TLI, without recourse, of all of TMCC's right, title and
interest in and to the 1997-A SUBI and the 1997-A SUBI Certificate.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:
ARTICLE ONE
DEFINITIONS
SECTION 1.01. DEFINITIONS.
For all purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires, (a) unless otherwise defined herein,
all capitalized terms used herein shall have the meanings attributed to them in
the Annex of Definitions or the Annex of Supplemental Definitions, as
applicable, attached to the 1997-A SUBI Supplement (b) the capitalized terms
expressly defined in this Agreement have the meanings assigned to them in this
Agreement and include (i) all genders and (ii) the plural as well as the
singular, (c) all references to words such as "herein", "hereof" and the like
shall refer to this Agreement as a whole and not to any particular article or
section within this Agreement, (d) the term "include" and all variations thereon
shall mean "include without limitation", and (e) the term "or" shall include
"and/or".
SECTION 1.02. ARTICLE AND SECTION REFERENCES.
Except as otherwise specified herein, all article and section references
shall be to Articles and Sections in this Agreement.
ARTICLE TWO
PURCHASE AND SALE OF 1997-A SUBI
SECTION 2.01. SALE OF 1997-A SUBI.
In consideration of TLI's delivery to, or upon the order of, TMCC of (i)
cash in the amount of $1,169,780,477.65 representing the cash proceeds from the
sale of the Investor Certificates net of certain expenses and (ii)
$90,375,975.89 evidenced by a non-recourse promissory subordinated note, TMCC
does hereby absolutely sell, assign and otherwise convey to TLI, without
recourse, and TLI does hereby purchase and acquire, as of the date set forth
above:
(i) all right, title and interest in and to the 1997-A SUBI
and the 1997-A SUBI Certificate and all monies due thereon and paid
thereon or in respect thereof;
(ii) the right to realize upon any property that underlies or
may be deemed to secure the 1997-A SUBI; and
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(iii) all proceeds of the foregoing.
TMCC also does hereby grant to TLI a security interest in all of the
foregoing and TLI shall have all the rights, powers and privileges thereto and
therein of a secured party under the UCC.
SECTION 2.02. ACCEPTANCE BY TLI.
TLI agrees to comply with all covenants and restrictions applicable to an
owner of the 1997-A SUBI and 1997-A SUBI Certificate, whether set forth therein,
in the Titling Trust Agreement, the 1997-A SUBI Supplement or otherwise, and
assumes all obligations and liabilities, if any associated therewith.
ARTICLE THREE
MISCELLANEOUS
SECTION 3.01. AMENDMENT.
This Agreement may be amended from time to time in a writing signed by the
parties hereto, with the prior written consent of the 1997-A Securitization
Trustee, which shall be given only in the circumstances contemplated by Section
9.01 of the 1997-A Securitization Trust Agreement.
SECTION 3.02. GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE
PRINCIPLES OF CONFLICT OF LAWS.
SECTION 3.03. SEVERABILITY.
If one or more of the provisions of this Agreement shall be for any reason
whatever held invalid or unenforceable, such provisions shall be deemed
severable from the remaining covenants, agreements and provisions of this
Agreement, and such invalidity or unenforceability shall in no way affect the
validity or enforceability of such remaining covenants, agreements and
provisions, or the rights of any parties hereto. To the extent permitted by
law, the parties hereto waive any provision of law that renders any provision of
this Agreement invalid or unenforceable in any respect.
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SECTION 3.04. BINDING EFFECT.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and permitted assigns of the parties
hereto.
SECTION 3.05. ARTICLE AND SECTION HEADINGS.
The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.
SECTION 3.06. EXECUTION IN COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which
so executed and delivered shall be deemed to be an original, but all of which
counterparts shall together constitute but one and the same instrument.
SECTION 3.07. 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 Agreement and to better assure and confirm unto
the requesting party its rights, powers and remedies hereunder.
SECTION 3.08. THIRD-PARTY BENEFICIARIES.
This Agreement will inure to the benefit of and be binding upon each
subsequent holder of any legal or beneficial interest in the 1997-A SUBI
Certificate (including without limitation the 1997-A Securitization Trust and
the 1997-A SUBI Certificateholders), who shall be considered to be third-party
beneficiaries hereof. Except as otherwise provided in this Agreement, no other
Person will have any right or obligation hereunder.
SECTION 3.09. NO PETITION.
TLI, as transferee of the 1997-A SUBI Certificate covenants and agrees that
prior to the date which is one year and one day after the date upon which all
obligations under each Securitized Financing has been paid in full, it will not
institute against, or join any other Person in instituting against, TMCC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or
other proceedings under any federal or state bankruptcy or similar law. This
Section shall survive the termination of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers duly authorized as of the day and
year first above written.
TOYOTA MOTOR CREDIT CORPORATION
By:
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Name:
Title:
TOYOTA LEASING, INC.
By:
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Name:
Title:
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