EXHIBIT 10.2
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TOYOTA MOTOR CREDIT CORPORATION
TMTT, INC.,
as Trustee of Toyota Lease Trust
and,
for Certain Limited Purposes only,
FIRST BANK NATIONAL ASSOCIATION,
as Trust Agent
UTI SUPPLEMENT
TO
AMENDED AND RESTATED
TRUST AND SERVICING AGREEMENT
Dated as of October 1, 1996
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TABLE OF CONTENTS
Page
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ARTICLE X
DEFINITIONS
SECTION 10.01 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . .2
ARTICLE XI
CREATION AND TERMINATION OF TRUST INTERESTS
SECTION 11.01 Initial Creation of UTI, Subdivision Thereof.. . . . . . . . . .2
SECTION 11.02 Issuance and Form of UTI Certificates. . . . . . . . . . . . . .3
SECTION 11.03 Filings. . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
SECTION 11.04 Termination of UTI.. . . . . . . . . . . . . . . . . . . . . . .5
ARTICLE XII
ACCOUNTS AND CASH FLOWS
SECTION 12.01 Accounts.. . . . . . . . . . . . . . . . . . . . . . . . . . . .5
SECTION 12.02 Cash Flows.. . . . . . . . . . . . . . . . . . . . . . . . . . .6
SECTION 12.03 Distribution of Funds, Default in UTI Pledge.. . . . . . . . . .7
SECTION 12.04 Lease Funding Accounts.. . . . . . . . . . . . . . . . . . . . .7
SECTION 12.05 Rebalancing After Third-Party Claim. . . . . . . . . . . . . . .8
ARTICLE XIII
MISCELLANEOUS PROVISIONS
SECTION 13.01 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . .8
SECTION 13.02 Effect of UTI Supplement on Trust Agreement. . . . . . . . . . .9
SECTION 13.03 Counterparts.. . . . . . . . . . . . . . . . . . . . . . . . . .9
EXHIBITS
EXHIBIT A Form of Direction to Create UTI Unit . . . . . . . . . . . . .A-1
EXHIBIT B Form of Direction to Reallocate UTI Unit Assets. . . . . . . .B-1
EXHIBIT C Form of [Residual] UTI [Unit] Certificate. . . . . . . . . . .C-1
EXHIBIT D Forms of Contract. . . . . . . . . . . . . . . . . . . . . . .D-1
EXHIBIT E Form of Dealer Agreement . . . . . . . . . . . . . . . . . . .E-1
UTI SUPPLEMENT TO AMENDED AND RESTATED
TRUST AND SERVICING AGREEMENT
UTI SUPPLEMENT TO AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT,
dated and effective as of October 1, 1996, among TOYOTA MOTOR CREDIT
CORPORATION, a California corporation (in its capacities as grantor, initial
beneficiary and servicer), TMTT, INC., a Delaware corporation, as Titling
Trustee, and for certain limited purposes only, FIRST BANK NATIONAL
ASSOCIATION, a national banking association, as Trust Agent.
RECITALS
A. TMCC, the Titling Trustee and the Trust Agent have entered into that
certain Trust and Servicing Agreement, as the same was amended and restated
pursuant to that certain Amended and Restated Trust and Servicing Agreement,
each dated as of October 1, 1996 (collectively, the "Titling Trust
Agreement"), pursuant to which the Grantor and the Titling Trustee formed
Toyota Lease Trust, a Delaware business trust, for the purpose of taking
assignments and conveyances of, holding in trust and dealing in, various
Titling Trust Assets in accordance with the Titling Trust Agreement.
B. The Titling Trust Agreement contemplates that all Titling Trust
Assets, other than those from time to time identified on the Titling Trust's
books and records by the Titling Trustee on behalf of the Titling Trust and
at the direction of the UTI Beneficiary, as SUBI Assets allocated to separate
SUBI Sub-Trusts, shall constitute UTI Assets, and that the Titling Trustee
shall create an undivided trust interest therein and issue to the UTI
Beneficiary a UTI Certificate evidencing such UTI, and the UTI Beneficiary
and its permitted assignees generally will be entitled to the proceeds of,
including the net cash flow arising from, but only from, the UTI Assets.
C. The parties hereto desire to supplement the terms of the Titling
Trust Agreement to cause the Titling Trustee, at the direction of the UTI
Beneficiary, to identify the UTI Portfolio and to allocate the related
Titling Trust Assets to the UTI Sub-Trust and to create and issue to the UTI
Beneficiary one or more UTI Certificates that collectively evidence the
entire beneficial interest in the UTI, and to set forth the terms and
conditions thereof.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and in the Titling Trust Agreement, the parties hereto agree
to the following supplemental obligations and provisions with regard to the
UTI Portfolio:
ARTICLE X
DEFINITIONS
SECTION 10.01 DEFINITIONS.
For all purposes of this UTI Supplement, except as otherwise expressly
provided or unless the context otherwise requires, capitalized terms used and
not otherwise defined herein shall have the meanings ascribed thereto in the
Annex of Definitions attached TO THE TITLING TRUST AGREEMENT for all purposes
of this UTI Supplement. In the event of any conflict between a definition
set forth herein and that set forth in the Annex of Definitions, that set
forth herein shall prevail. All terms used in this UTI Supplement include,
as appropriate, all genders and the plural as well as the singular. All
references such as "herein", "hereof" and the like shall refer to this UTI
Supplement as a whole and not to any particular article or section within
this UTI Supplement. All references such as "includes" and variations thereon
shall mean "includes without limitation" and references to "or" shall mean
"and/or". Any reference herein to the "Titling Trustee, acting on behalf of
the Titling Trust", or words of similar import, shall be deemed to mean the
Titling Trustee, acting on behalf of Toyota Lease Trust and all beneficiaries
thereof.
ARTICLE XI
CREATION AND TERMINATION OF TRUST INTERESTS
SECTION 11.01 INITIAL CREATION OF UTI, SUBDIVISION THEREOF.
(a) Pursuant to Section 3.01(b) of the Titling Trust Agreement, all
Titling Trust Assets (including without limitation Contracts and Leased
Vehicles), other than any Titling Trust Assets denominated as SUBI Assets
from time to time in accordance with Section 3.01(c) of the Titling Trust
Agreement, shall constitute UTI Assets. All Contracts and Leased Vehicles
that are included as UTI Assets shall be, for so long as they remain UTI
Assets, "UTI Contracts" and "UTI Leased Vehicles", respectively, and
collectively shall comprise the "UTI Portfolio". The UTI Assets also shall
include: the Lease Funding Account, including all cash and Permitted
Investments therein and all income from the investment of funds therein; all
Insurance Policies and rights thereunder to the extent applicable to the UTI
Portfolio, including the right to proceeds therefrom with respect to the UTI
Portfolio or obligors with respect thereto, as the case may be; the right to
receive the proceeds of all Dealer or other repurchase obligations, if any,
relating to the UTI Portfolio; and all proceeds of the conversion, voluntary
or involuntary, of any of the foregoing into cash or other property.
(b) Also pursuant to Section 3.01(b) of the Titling Trust Agreement, the
beneficial interest in the UTI Assets shall constitute the UTI. The UTI shall
represent an undivided beneficial interest solely in the UTI Assets.
(c) Upon the written direction of the UTI Beneficiary to the Titling
Trustee (in substantially the form attached as Exhibit A) in connection with
a UTI Pledge or otherwise, the
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Titling Trustee shall from time to time identify and allocate or cause to be
identified and allocated on the books and records of the Titling Trust one or
more separate sub-portfolios of UTI Assets, to be so identified and allocated
by date of origination, lease number and original principal balance, but
otherwise not accounted for independently within the UTI Portfolio, which
shall be represented by one or more UTI Unit Certificates (as defined in
Section 11.02(a)), with the residual UTI Assets and the residual UTI
Portfolio being represented by the Residual UTI Certificate.
All UTI Assets not allocated or identified as UTI Unit Assets shall
remain as Residual UTI Assets until allocated as UTI Unit Assets or SUBI
Assets. Upon such allocation as UTI Unit Assets or SUBI Assets, such
Residual UTI Assets shall no longer be assets of, or allocated to, the
Residual UTI Portfolio, unless and until specifically reallocated to the
Residual UTI Portfolio from that UTI Unit Portfolio or SUBI Portfolio
pursuant to a written direction from the holder of the related UTI Unit
Certificate or SUBI Certificate, as applicable, to the Titling Trustee. Each
such direction to reallocate UTI Unit Assets or SUBI Assets to the Residual
UTI Portfolio, and each similar direction to allocate UTI Unit Assets or UTI
Residual Assets to a SUBI Portfolio, shall be in substantially the form
attached as Exhibit B. The undivided beneficial interest in each such UTI
Unit Portfolio shall constitute a separate subdivision of the Undivided Trust
Interest (each, a "UTI Unit"); the undivided interest in the Residual UTI
Portfolio shall constitute a separate subdivision of the UTI (the "Residual
UTI Unit"); and the Residual UTI Unit and any UTI Units outstanding from time
to time collectively shall comprise the UTI.
The Titling Trustee shall distribute to or upon the order of the UTI
Beneficiary one or more UTI Units, each UTI Unit representing a specific
undivided interest in (but only in) such identified UTI Unit Portfolio and
the UTI Unit Assets allocated thereto from time to time.
(d) The UTI Beneficiary shall at all times maintain a minimum net
worth of at least $5,000,000 (excluding the value of any UTI Certificate(s)
or SUBI Certificates held thereby).
SECTION 11.02 ISSUANCE AND FORM OF UTI CERTIFICATES.
(a) The UTI initially shall be represented by a single trust
certificate (together with any replacements thereof, the "Residual UTI
Certificate"). Upon the written direction described above in Section
11.01(c), the UTI thereafter shall be represented by the Residual UTI
Certificate and any additional trust certificate representing each UTI Unit
to be formed (together with any replacements thereof, a "UTI Unit
Certificate") and such previous UTI Unit Certificates as may have been issued
and not retired. All such trust certificates shall constitute "UTI
Certificates" within the meaning of Section 3.01(b) of the Titling Trust
Agreement. The Residual UTI Certificate, and each other UTI Certificate
shall be in substantially the form of Exhibit C attached hereto, with such
appropriate insertions, omissions, substitutions and other variations as are
required by this UTI Supplement, and may have such letters, numbers or other
marks of identification and such legends and endorsements placed thereon as
may, consistently herewith and with the Titling Trust Agreement, be directed
by the UTI Beneficiary. Each UTI Certificate shall be printed, lithographed,
typewritten,
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mimeographed, photocopied or otherwise produced or may be produced in any
other manner as may, consistently herewith and with the Titling Trust
Agreement, be determined by the UTI Beneficiary.
(b) Each UTI Certificate shall contain (i) an express written waiver
of any claim by any holder thereof to any assets of the Titling Trustee and
to all of the Titling Trust Assets or proceeds thereof other than the UTI
Unit Assets or Residual UTI Assets, as the case may be, represented by such
UTI Certificate, and those proceeds or assets derived from or earned by such
UTI Assets, and (ii) an express subordination in favor of the holder of each
SUBI Certificate (or pledgee thereof) by any holder or pledgee of a UTI
Certificate to any claim to any SUBI Asset that, notwithstanding such
holder's or pledgee's disclaimer, may be determined to exist.
(c) Neither any interest in the UTI nor any UTI Certificate may be
transferred or assigned by the UTI Beneficiary other than as contemplated
herein, and any such purported transfer or assignment shall be deemed null,
void and of no effect. However, any UTI Certificates and the Residual UTI
Certificate may be pledged, and a security interest therein granted, and may
be transferred or assigned absolutely to or by the pledgee thereof, solely in
connection with exercise of remedies with respect to a default under or with
respect to any Securitized Financing secured thereby or any UTI Pledge
secured thereby; provided that each pledgee or transferee must (i) give a
non-petition covenant substantially similar to that set forth in Section 6.14
of the Titling Trust Agreement, and (ii) execute an agreement between or
among itself, each other assignee or pledgee from time to time of the UTI or
any UTI Certificate, and each assignee or pledgee from time to time of any
SUBI or SUBI Certificate, to release all claims to the SUBI Assets and, in
the event that such release is not given effect, to fully subordinate all
claims it may be deemed to have against the SUBI Assets.
SECTION 11.03 FILINGS.
The Grantor, the UTI Beneficiary (if different from the Grantor) and the
Titling Trustee, as directed by and at the expense OF the Grantor or the UTI
Beneficiary, will undertake all other and future actions and activities as
may be deemed reasonably necessary by the Grantor or the UTI Beneficiary to
perfect (or evidence) and confirm the foregoing allocations of Titling Trust
Assets to the UTI Portfolio, including without limitation filing or causing
to be filed UCC financing statements and executing and delivering all related
filings, documents or writings as may be deemed reasonably necessary by the
Grantor or the UTI Beneficiary hereunder or for such purposes under any other
documents relating to any Securitized Financing involving the UTI or a UTI
Pledge; provided, however, that in no event will the Grantor, the UTI
Beneficiary or the Titling Trustee be required to take any action to perfect
(i) any allocation of UTI Assets to a UTI Unit Portfolio or (ii) any security
interest that may be deemed to be held by any party in any UTI Leased
Vehicle. The Grantor and the UTI Beneficiary each hereby revocably makes and
appoints each of the Titling Trustee and the Servicer from time to time of
the UTI Portfolio, and any of the respective officers, employees or agents,
as the true and lawful attorney-in-fact of the Grantor and the UTI
Beneficiary, which appointment is coupled with an interest and is revocable
(but, in the case of the Servicer, is made only for so long as such Servicer
is acting in such capacity) with power to sign on behalf of
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the Grantor or the UTI Beneficiary any financing statements, continuation
statements, security agreements, assignments, affidavits, letters of
authority, notices or similar documents necessary or appropriate
SECTION 11.04 TERMINATION OF UTI.
In connection with the termination of the Titling Trust Agreement and the
Titling Trust, upon the direction of the UTI Beneficiary and the consent of
any pledgee of a UTI Pledge, the UTI shall be terminated and the UTI
Certificates shall be returned to the Titling Trustee and canceled thereby.
ARTICLE XII
ACCOUNTS AND CASH FLOWS
SECTION 12.01 ACCOUNTS.
(a) On the date of the creation of the first SUBI, the Titling Trustee
will establish, and for so long as may be required by the provisions of any
SUBI Supplement, the Titling Trustee will maintain with respect to the UTI
the UTI Collection Account and Lease Funding Account (collectively, the "UTI
Accounts") described in Section 7.01(a) of the Titling Trust Agreement. All
amounts that are held in the UTI Collection Account shall be invested in
Permitted Investments in accordance with Section 12.02 of this UTI Supplement
until distributed or otherwise applied in accordance with the Titling Trust
Agreement or this UTI Supplement.
(b) The UTI Accounts shall relate solely to the UTI and the UTI
Portfolio and any funds held therein shall not be commingled with any other
monies, except as otherwise provided for or contemplated in the Titling Trust
Agreement as supplemented by this UTI Supplement. SUBI Accounts established
pursuant to any SUBI Supplement shall relate solely to the respective SUBI's
and SUBI Portfolios. The Titling Trustee, as directed by the Servicer, will
account for and record separately all proceeds that are received by the
Titling Trustee relating to each of the Titling Trustee Accounts from the
Titling Trust Assets.
(c) For so long as TMCC shall be the Servicer, the Servicer and the
Titling Trustee may make any remittances pursuant to this Article net of
amounts to be distributed to such remitting party from the Lease Funding
Account or the UTI Collection Account. In particular, unless otherwise
specified in any SUBI Supplement, advances by the UTI Beneficiary or the
Servicer with respect to the funding of Contracts or the payment of Titling
Trust Expenses, and the reimbursement of such advances from collections on
the Contracts, the proceeds of any Securitized Financing or otherwise, will
not require deposit of funds into the Lease Funding Account or UTI Collection
Account, and may in each case be made by using funds that have been
commingled with other funds. Nonetheless, each such party shall account for
all of the above described remittances and distributions as if the amounts
were deposited and/or transferred separately rather than on a net basis.
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SECTION 12.02 CASH FLOWS.
(a) Subject to Section 7.01(b) of the Titling Trust Agreement and
Sections 12.04 and 12.05 hereof, and except as otherwise provided herein, in
any SUBI Supplement or in any related SUBI Servicing Supplement, the Servicer
or Titling Trustee shall deposit as described in Section 7.01(b) of the
Titling Trust Agreement all collections and proceeds received by the Servicer
with respect to any Contract or Leased Vehicle, whether from regular periodic
payments by obligors under a Contract sent to a Servicer lock box or from any
other payments from such obligors or any other Persons received in any other
way by the Servicer. All such collections and proceeds shall be identified
by the Servicer as related either to (i) Contracts and Leased Vehicles in a
particular SUBI Portfolio or (ii) Contracts and Leased Vehicles remaining as
part of the UTI Portfolio and shall be deposited by the Servicer into the
appropriate SUBI Collection Account to the extent they relate to any SUBI
Portfolio and into the UTI Collection Account (or simply paid to the UTI
Beneficiary by the Servicer if the UTI Beneficiary and the Servicer are not
the same person) to the extent they relate to the UTI Portfolio.
(b) Except as provided in Sections 12.01, 12.04 and 12.05 of this UTI
Supplement, or as provided in any SUBI Supplement or related SUBI Servicing
Supplement, the Titling Trustee shall, at the direction of the Servicer,
make, or cause to be made, the following payments and transfers on each
Distribution Date in the following order and priority: (i) to or on behalf of
the Servicer, all Servicer Expenses incurred during the related Collection
Period, together with any unreimbursed Servicer Expenses incurred in one or
more prior Collection Periods; (ii) to or on behalf of the Servicer, all
Servicing Fees incurred during the related Collection Period, together with
any unpaid Servicing Fees incurred in one or more prior Collection Periods;
(iii) to or on behalf of the Person to whom due, all Titling Trust Expenses
incurred during the related Collection Period, together with any unpaid
Titling Trust Expenses incurred in one or more prior Collection Periods; and
(iv) to or upon the direction of the UTI Beneficiary, any remaining funds
therein.
(c) Except as provided in Sections 12.04 and 12.05 of this UTI
Supplement, or as provided in any SUBI Supplement or related SUBI Servicing
Supplement, the Titling Trustee shall, at the direction of the Servicer,
make, or cause to be made (or permit the allocation by the Servicer with
respect to monies held by the Servicer), on each Funding Advance
Reimbursement Date, payment from the Lease Funding Account (or from monies
held by the Servicer and allocable or distributable therefor) to or on behalf
of the Servicer, the related Funding Advance Reimbursement Amount, together
with any unreimbursed Funding Advance Reimbursement Amounts incurred in one
or more prior Collection Periods.
(d) Unless this UTI Supplement is amended to reflect a different
arrangement specified in any one or more SUBI Supplements, the allocation of
Liabilities of the Titling Trust, including with respect to any Affected
Trust Assets, shall be as specified in Section 3.04 of the Titling Trust
Agreement.
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SECTION 12.03 DISTRIBUTION OF FUNDS, DEFAULT IN UTI PLEDGE.
(a) On any date during any period in which the Titling Trustee has
neither received notice from the Servicer or any pledgee of a UTI Pledge nor
otherwise obtained actual knowledge to the effect that (i) there is any sum
due with respect to the related Securitized Financing or other UTI Pledge not
otherwise timely paid by the UTI Beneficiary (after any applicable grace
period), (ii) there is any other outstanding and uncured default by the UTI
Beneficiary with respect thereto (after any applicable grace period), or
(iii) any reimbursements of Funding Advances due to the Servicer have not
been made, the Titling Trustee, promptly upon receipt of a written demand
therefor from the related UTI Beneficiary accompanied by a written
determination by the Servicer as to the extent of Excess Funds in the Lease
Funding Account, shall pay out to such UTI Beneficiary upon its request any
or all Excess Funds so requested.
(b) Notwithstanding subsection (a) above, or any direction of the
Grantor, the UTI Beneficiary or the Servicer to the contrary, during any
period as to which the Titling Trustee either has received notice from the
Servicer or any pledgee of a UTI Pledge or otherwise has obtained actual
knowledge that a default in connection therewith has occurred and is
continuing, and the Titling Trustee has not received notice of correction or
cure thereof and other assurances and indemnifications reasonably
satisfactory to it with respect to such correction or cure, the Titling
Trustee shall (i) not create any new SUBI, (ii) direct each Servicer not to
accept any further assignments on behalf of the Titling Trustee of Contracts
or Leased Vehicles except as provided for in Sections 3.04, 7.02, 7.03 and
7.04 of the Titling Trust Agreement and Section 12.04 of this UTI Supplement,
and (iii) distribute to the relevant pledgee of the UTI Pledge to which such
default relates, on demand, all Excess Funds that would otherwise be
distributable to the UTI Beneficiary up to the amount necessary to cure any
such default. The Grantor, UTI Beneficiary and Servicer each hereby agrees
to and ratifies each such action on the part of the Titling Trustee, and
covenants not to give the Titling Trustee contrary instructions or directions.
(c) If for any reason circumstances with respect to any Securitized
Financing or other UTI Pledge are such that the Titling Trustee has given to
any Servicer the notice provided for in subsection (b)(ii) above, the Titling
Trustee shall take the actions set forth in Section 12.04 of this UTI
Supplement.
SECTION 12.04 LEASE FUNDING ACCOUNTS.
In the event that for any reason (a) (i) a different Servicer shall be
engaged by the Titling Trustee to manage one or more SUBI Portfolios, on the
one hand, and the UTI Portfolio, on the other hand, or (ii) the Titling
Trustee has actual knowledge that circumstances with respect to any
Securitized Financing secured by a UTI Pledge are such that a Trust Asset
Transfer into one or more SUBI Portfolios would cause a borrowing base
deficiency (as defined in the documents related to such Securitized Financing
or UTI Pledge) or similar default to occur with respect to such Securitized
Financing or UTI Pledge, and (b) at such time the Titling Trustee, acting
pursuant to any SUBI Supplement, would otherwise be causing the related
Servicer to effect Trust Asset Transfers
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from the UTI Portfolio into one or more SUBI Portfolios upon the written
direction of the UTI Beneficiary, the Titling Trustee shall (1) establish (to
the extent such account has not already been established with respect to such
SUBI Portfolio) and maintain in its name for each SUBI a separate SUBI Lease
Funding Account, each of which shall be a Titling Trustee Account and a SUBI
Account; (2) to the extent that the Titling Trustee would, but for the
conditions set forth in clauses (a)(i) and (a)(ii) of this Section 12.04,
cause the transfer of funds from any SUBI Collection Account to the Lease
Funding Account (or directly to the Servicer) in connection with any Trust
Asset Transfer, instead cause the transfer of such funds from that SUBI
Collection Account to the related SUBI Lease Funding Account; (3) direct the
Servicer then servicing the respective SUBI Portfolio to acquire on behalf of
the Titling Trust, for the account of that SUBI Portfolio rather than for the
UTI Portfolio, Contracts and Leased Vehicles from Dealers, and (4) apply any
such funds in any such SUBI Lease Funding Account directly to reimburse the
Servicer then servicing that SUBI Portfolio for any payments made by it to
Dealers in respect of such Contracts and Leased Vehicles. In the event that
Contracts and Leased Vehicles are being acquired by any Servicer(s) at such
direction of the Titling Trustee on behalf of the Titling Trust with respect
to both the UTI Portfolio and any SUBI Portfolio simultaneously, the Titling
Trustee and the Servicer shall first allocate all such Contracts and Leased
Vehicles to the relevant SUBI Portfolios until funds available for such
purpose in any SUBI Lease Account shall be exhausted and then shall allocate
all remaining Contracts and Leased Vehicles to the UTI Portfolio.
SECTION 12.05 REBALANCING AFTER THIRD-PARTY CLAIM.
To the extent that a third-party Claim against Titling Trust Assets is
satisfied out of Titling Trust Assets in proportions other than as provided
in Section 3.04 of the Titling Trust Agreement, then, notwithstanding
anything to the contrary contained herein, the Titling Trustee shall promptly
identify and reallocate (or cause the Servicer to identify and reallocate)
the remaining Titling Trust Assets among the UTI Sub-Trust and each of the
SUBI Sub-Trusts such that each shall bear the expense of such Claim as nearly
as possible as if the burden thereof had been allocated as provided in
Section 3.04 of the Titling Trust Agreement.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
SECTION 13.01 GOVERNING LAW.
This UTI Supplement shall be created under and governed by and
construed under the internal laws of the State of 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.
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SECTION 13.02 EFFECT OF UTI SUPPLEMENT ON TRUST AGREEMENT.
(a) Except as otherwise specifically provided herein: (i) the parties
shall continue to be bound by all provisions of the Titling Trust Agreement;
and (ii) the provisions set forth herein shall operate either as additions to
or modifications of the extant obligations of the parties under the Titling
Trust Agreement, as the context may require. In the event of any conflict
between the provisions of this UTI Supplement and the Titling Trust Agreement
with respect to the UTI and any UTI Assets, the provisions of this UTI
Supplement shall prevail.
(b) For purposes of determining the parties' obligations under this
UTI Supplement with respect to the UTI, general references in the Titling
Trust Agreement to a UTI Supplement shall be deemed to refer more
specifically to this UTI Supplement.
SECTION 13.03 COUNTERPARTS.
This UTI Supplement may be executed in any number of counterparts, each
of which so executed and delivered shall be deemed to be an original, but all
of which counterparts shall together constitute but one and the same
instrument.
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IN WITNESS WHEREOF, the Grantor, the Titling Trustee and (solely for the
limited purposes set forth in Sections 6.03(e), 6.11(d), 6.14, 6.15, 9.01 and
9.03 of the Titling Trust Agreement), the Trust Agent, have caused this UTI
Supplement to be duly executed by the respective officers as of the day and
year first above written.
TOYOTA MOTOR CREDIT CORPORATION,
as Grantor, UTI Beneficiary and Servicer
By:
--------------------------------------
Name:
Title:
TMTT, Inc.,
as Titling Trustee
By:
--------------------------------------
Name:
Title:
FIRST BANK NATIONAL ASSOCIATION,
as Trust Agent
By:
--------------------------------------
Name:
Title:
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EXHIBIT A
FORM OF DIRECTION TO CREATE UTI UNIT
TMTT, INC., Titling Trustee
c/o First Bank National Association
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Office
Re: Toyota Lease Trust
Creation of UTI Unit No. ____
Dear sirs:
Pursuant to Section 11.01(c) of the UTI Supplement (the "UTI Supplement")
dated as of October 1, 1996, to the Trust and Servicing Agreement, as the
same was amended and restated pursuant to the Amended and Restated Trust and
Servicing Agreement (the "Titling Trust Agreement"), dated as of October 1,
1996, each among Toyota Motor Credit Corporation ("TMCC") as grantor, initial
beneficiary and servicer, TMTT, INC., as Titling Trustee (the "Titling
Trustee"), and for certain limited purposes only, First Bank National
Association, a national banking association as trust agent, you are hereby
directed to create a UTI Unit No. ___ (the "UTI Unit") comprised of the
assets identified in the attached schedule.
You are hereby directed to register the UTI Unit Certificate in the name
of [Pledgee/Transferee] as of [date], and to deliver the same on [date] to
[Pledgee/Transferee or Agent] at [Address], against confirmation of receipt
of [amount of proceeds of Pledge or Securitized Financing] received in the
account described in the attached account details.
The [name, date and parties to controlling document] setting forth the
terms and conditions of the [Pledge/Securitized Financing] is attached
hereto. Your attention is directed to Sections ___, ___ and ___, which
specify events of default the occurrence of which may require the Titling
Trustee to make future distributions of amounts payable to the UTI
Beneficiary to the persons or on the basis specified in Section 12.03 of the
UTI Supplement.
A-1
TMCC, as UTI Beneficiary, hereby represents and warrants to the Titling
Trustee that all of the conditions precedent to the creation of a UTI Unit
are satisfied as of the date of this instruction, including, but not limited
to, those contained in Sections 3.01 and 7.02 of the Titling Trust Agreement
and Section 11.02 of the UTI Supplement.
Dated: _______________ TOYOTA MOTOR CREDIT CORPORATION, as UTI
Beneficiary
By: ___________________________________
Name:
Title:
A-2
EXHIBIT B
FORM OF DIRECTION TO REALLOCATE UTI UNIT ASSETS
TMTT, INC., Titling Trustee
c/o First Bank National Association
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Office
Re: Toyota Lease Trust
Reallocation with respect to UTI Unit No. ____
Dear sirs:
Pursuant to Section 11.01(c) of the UTI Supplement (the "UTI Supplement")
dated as of October 1, 1996, to the Trust and Servicing Agreement, as the
same was amended and restated pursuant to the Amended and Restated Trust and
Servicing Agreement (collectively, the "Titling Trust Agreement"), dated as
of October 1, 1996, each among Toyota Motor Credit Corporation ("TMCC") as
grantor, initial beneficiary and servicer, TMTT, INC., as Titling Trustee
(the "Titling Trustee"), and for certain limited purposes only, First Bank
National Association, a national banking association as trust agent, you are
hereby directed to allocate to a UTI Unit Portfolio relating to UTI Unit
No. ___ the Contracts and Leased Vehicles specified on the attached schedule,
and additionally, for the term of the [Secured Financing UTI Pledge]
documented in the attached [name, date and parties to controlling document],
to regard and treat the related proceeds and other rights associated with
such leases and leased vehicles in relation to such UTI Unit No. ___ as
specified in the UTI Supplement.
TMCC, as UTI Beneficiary, hereby represents and warrants to the Titling
Trustee that all of the conditions precedent to the allocation of UTI Assets
to a UTI Unit are satisfied as of the date of this direction, including, but
not limited to, those contained in Sections 3.01 and 7.02 of the Titling
Trust Agreement and Section 11.02 of the UTI Supplement.
Dated: _______________ TOYOTA MOTOR CREDIT CORPORATION
By: ___________________________________
Name:
Title:
B-1
EXHIBIT C
FORM OF [RESIDUAL] UTI [UNIT] CERTIFICATE
TOYOTA LEASE TRUST
UNDIVIDED TRUST INTEREST CERTIFICATE
evidencing a fractional undivided interest in the UTI Sub-Trust (as
defined below).
(This Certificate does not represent any obligation of, or an interest
in, Toyota Motor Credit Corporation, Toyota Motor Sales, U.S.A., Inc.,
TMTT, Inc., Toyota Leasing, Inc. ("TLI") or any of their respective
affiliates.)
Number ___
THIS CERTIFIES THAT _____________________________________ is the registered
owner of a nonassessable, fully-paid, fractional undivided interest in the
UTI [UTI Unit] (the ["UTI"]["UTI Unit"]) comprised of interests in those
Titling Trust Assets not allocated to any other Sub-Trust of the Titling
Trust [or the Residual UTI Sub-Trust], such assets comprising the UTI
Sub-Trust (the "UTI Sub-Trust") of the Toyota Lease Trust, a Delaware
business trust (the "Trust") formed by Toyota Motor Credit Corporation, as
Grantor and UTI Beneficiary (in such capacities, the "Grantor" and the "UTI
Beneficiary" respectively), and TMTT, Inc., a Delaware corporation, as
trustee (the "Trustee") pursuant to a Trust and Servicing Agreement, as the
same was amended and restated pursuant to the Amended and Restated Trust and
Servicing Agreement (as amended and restated, the "Titling Trust Agreement"),
each dated and effective as of October 1, 1996, among the Grantor, the
Titling Trustee, and, for certain limited purposes set forth therein, First
Bank National Association, a national banking association, as Trust Agent
(the "Trust Agent"). A summary of certain of the provisions of the Titling
Trust Agreement is set forth below. Capitalized terms used and not otherwise
defined herein have the meanings ascribed thereto in the Titling Trust
Agreement and UTI Supplement (defined below).
This Certificate is one of the duly authorized UTI Certificates issued
under the Titling Trust Agreement, as supplemented by the UTI Supplement (the
"UTI Supplement") dated and effective as of October 1, 1996, among the UTI
Beneficiary, the Titling Trustee and, for certain limited purposes only set
forth therein, the Trust Agent (the "UTI Certificates"). This UTI
Certificate is subject to the terms, provisions and conditions of the Titling
Trust Agreement and the UTI Supplement, to which agreements each UTI
Beneficiary by virtue of the acceptance hereof or of any interest herein
hereby assents and by which such UTI Beneficiary is bound.
C-1
Also issued or to be issued under the Titling Trust Agreement are various
other series of certificates evidencing undivided interests in other
Sub-Trusts of the Titling Trust. [To date, no other UTI Certificate has been
issued, but] SUBI Certificates representing 100% of the undivided interests in
each SUBI Sub-Trust formed or to be formed have or will be issued at the time
each related SUBI Sub-Trust is formed.
The property of the Titling Trust includes, or will include, among other
things: (i) any capital contributed by the Grantor; (ii) the Contracts and
all proceeds thereof; (iii) the Leased Vehicles and all proceeds thereof,
including each Certificate of Title and the Residual Value of each Leased
Vehicle, whether realized through the exercise by Obligors of purchase
options under the Contracts, the proceeds of sale of the Leased Vehicles to
Dealers or third parties or through payments received from any other Person
(directly or indirectly) under any related Insurance Policy (to the extent
not applied to repair or otherwise paid to a third Person or Governmental
Authority by the Servicer as required by law or pursuant to its normal
servicing practices) or as a subsidy or other funding of any modification of
the related Booked Residual Value; (iv) all of the Titling Trust's rights
(but not its obligations) with respect to any Contract or Leased Vehicle,
including the right to enforce and to proceeds arising from all Dealer
repurchase obligations arising under Dealer Agreements; (v) all of TMCC's
rights (but not its obligations) with respect to any Contract or Leased
Vehicle, including the right to enforce and to proceeds arising from all
Dealer repurchase obligations arising under Dealer Agreements; (vi) any
Insurance Policy and rights thereunder or proceeds therefrom relating to any
of the Contracts, Leased Vehicles or payments of the related Obligors with
respect thereto; (vii) any portion of any security deposit actually and
properly applied by the Servicer against amounts due under the related
Contract, to the extent not applied to making repairs to the related Leased
Vehicle or paid to a third party or Governmental Authority in accordance with
the Servicer's normal servicing practices; and (viii) all proceeds of any of
the foregoing (such assets, together with any other assets of the Titling
Trust, the "Titling Trust Assets"). The Titling Trust Agreement provides
that, from time to time, certain of the Titling Trust Assets will be
identified and allocated on the records of the Titling Trust into one or more
separate Sub-Trusts comprised of identified Titling Trust Assets (such
Sub-Trusts the "UTI Sub-Trust" or a "SUBI Sub-Trust", as the case may be, and
the related assets, "UTI Assets" or "SUBI Assets", as the case may be).
Pursuant to the UTI Supplement, the UTI Assets were identified and
allocated on the records of the Titling Trust as the UTI Sub-Trust, and the
beneficial interest in the UTI Sub-Trust was designated as the UTI. The
rights of the UTI Beneficiary to certain of the proceeds of the UTI Assets
are further set forth in the Titling Trust Agreement and the UTI Supplement.
This UTI Certificate is limited in right of payment to certain
collections and recoveries respecting the Contracts (and the related
Obligors) and the Leased Vehicles allocated to the UTI [Unit] Sub-Trust, all
to the extent and as more specifically set in the Titling Trust Agreement and
the UTI Supplement. Copies of the Titling Trust Agreement and the UTI
Supplement may be examined during normal business hours at the principal
office of the Titling Trustee, and at such other places, if any, designated
by the Titling Trustee, or by the UTI Beneficiary upon request.
C-2
By accepting this UTI Certificate or any interest herein, the UTI
Beneficiary waives any claim to any proceeds or assets of the Titling Trustee
and to all of the Titling Trust Assets other than those from time to time
included within the UTI [Unit] Sub-Trust and those proceeds or assets derived
from or earned by the UTI Assets. In addition, by accepting this UTI
Certificate or any interest herein, the UTI Beneficiary hereby expressly
subordinates any claim or interest in or to any Titling Trust Assets not
included in the UTI [Unit] Sub-Trust that may be determined to exist in favor
of such UTI Beneficiary notwithstanding the foregoing disclaimer to the
rights and interests of each SUBI Beneficiary.
The Titling Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the parties thereto by written agreement between the UTI
Beneficiary and the Titling Trustee to correct or supplement any provision in
the Titling Trust Agreement, to cure any ambiguity, and to add, change or
eliminate any other provision of the Titling Trust Agreement with respect to
matters or questions arising under the Titling Trust Agreement. After the
first Securitized Financing, any such amendment shall also require such
additional approvals, if any, as are required under documents relating to
each Securitized Financing.
As provided in the Titling Trust Agreement and the UTI Supplement, this
UTI Certificate and the underlying interests represented hereby may not be
transferred or assigned, and any purported transfer or assignment shall be
null, void, and of no effect, except in accordance with the provisions of the
Titling Trust Agreement and the UTI Supplement.
Prior to due presentation of this UTI Certificate for registration of a
permitted transfer, the Titling Trustee, the certificate registrar and any of
their respective agents may treat the person or entity in whose name this UTI
Certificate is registered as the owner hereof for the purpose of receiving
distributions and for all other purposes, and, except as provided for in the
Titling Trust Agreement, neither the Titling Trustee, the certificate
registrar nor any such agent shall be affected by any notice to the contrary.
Unless this UTI Certificate shall have been executed by an authorized
officer of the Titling Trustee, by manual signature, this UTI Certificate
shall not entitle the holder hereof to any benefit under the Titling Trust
Agreement or the UTI Supplement or be valid for any purpose.
C-3
IN WITNESS WHEREOF, the Titling Trustee on behalf of the Titling Trust and
not in its individual capacity has caused this UTI Certificate to be duly
executed.
Dated: TOYOTA LEASE TRUST
By: TMTT, INC., as Titling Trustee
By:
-----------------------------------
Authorized Officer
ATTEST:
--------------------------------
C-4
EXHIBIT D
FORMS OF CONTRACT
[Omitted - On file with the Servicer]
D-1
EXHIBIT E
FORM OF DEALER AGREEMENT
E-1