<PAGE>
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: September 10, 1999
- -----------------------------------
(Date of earliest event reported)
HONDA TITLING C L.P. AND HONDA TITLING D L.P. ON BEHALF OF
THE HONDA AUTO LEASE TRUST 1999-A
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 333-72302 333-0846301
333-72303
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
700 Van Ness Avenue
Torrance, California 90501
----------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code:
(310) 781-6146 and (310) 781-6148
ITEM 5. OTHER EVENTS
On July 29, 1999, Honda Titling A L.P. ("HTA LP"), and Honda
Titling B L.P. ("HTB LP"), as grantors and UTI beneficiaries, Honda Titling C
L.P. ("HTC LP") and Honda Titling D L.P. "(HTD LP"), as transferors, American
Honda Finance Corporation ("AHFC"), as servicer, HVT, Inc. ("HVT"), as
origination trustee of the Honda Lease Trust (the "Origination Trust"),
Delaware Trust Capital Management, Inc. ("Delaware Trust"), as Delaware
trustee of the Origination Trust, and U.S. Bank National Association ("U.S.
Bank"), as trust agent and for certain limited purposes, as owner trustee,
entered into that certain 1999-A SUBI Supplement to Second Amended and
Restated Trust and Servicing Agreement, dated as of July 1, 1999 (the "1999-A
SUBI Supplement"), pursuant to which a separate portfolio of lease contracts
and leased vehicles and related assets of the Origination Trust was allocated
and a special unit of beneficial interest representing the entire beneficial
interest in the portfolio was created (the "1999-A SUBI"). On July 29, 1999,
certificates evidencing the 1999-A SUBI were transferred to HTC LP and HTD LP
pursuant to the 1999-A SUBI Certificates Purchase and Sale Agreement ("1999-A
SUBI Certificates Purchase and Sale Agreement"), dated as of July 29, 1999,
by and among HTA LP, HTB LP, HTC LP and HTD LP. On July 29, 1999, in
connection with the servicing of the assets of the 1999-A SUBI, the 1999-A
Supplement to Servicing Agreement
<PAGE>
("1999-A Servicing Supplement") was entered into by and among HVT, as
origination trustee of the Origination Trust, HTA LP and HTB LP, as grantors
and UTI beneficiaries, AHFC, as servicer and U.S. Bank, as trust agent. On
July 29, 1999, the Honda Auto Lease Trust 1999-A, a Delaware business trust
(the "1999-A Securitization Trust"), was created pursuant to that certain
1999-A Securitization Trust Agreement, dated as of July 1, 1999 (the "1999-A
Securitization Trust Agreement"), by and among HTC LP and HTD LP, as
transferors, U.S. Bank, as owner trustee, The Bank of New York ("BONY"), as
indenture trustee, and Wilmington Trust Company ("Wilmington Trust"), as
Delaware owner trustee. Pursuant to the 1999-A Securitization Trust
Agreement, the 1999-A SUBI Certificates and related property were transferred
to the 1999-A Securitization Trust. Also on July 29, 1999, the 1999-A
Securitization Trust caused the issuance, pursuant to an Indenture, dated as
of July 1, 1999 (the "Indenture"), by and between the 1999-A Securitization
Trust, as issuer, and BONY, as indenture trustee, and the 1999-A
Securitization Trust Agreement, of notes in the following classes: Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class B and Class C
(collectively, the "Notes"). The Notes, with an aggregate scheduled principal
balance, as of July 1, 1999, of $3,079,000,000, were sold to Credit Suisse
First Boston Corporation ("CSFB"), J.P. Morgan Securities Inc., Banc of
America Securities LLC, Chase Securities Inc., ABN AMRO Incorporated, Banc
One Capital Markets, Inc., Barclays Capital, Salomon Smith Barney Inc. and SG
Cowen Securities Corporation, as underwriters (the "Underwriters"), pursuant
to an Underwriting Agreement (the "Underwriting Agreement"), dated July 23,
1999, by and among HTC LP, HTD LP, AHFC and CSFB, as representative of the
Underwriters. The Notes have been registered pursuant to the Securities Act
of 1933, as amended, under a Registration Statement on Form S-1 (Commission
File Nos. 333-72303, 333-72303-1, 333-72303-2, 333-720303-3, 333-72303-4 and
333-72303-5).
Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Agreement of Definitions (the "Agreement of
Definitions"), dated as of July 29, 1999, by and among HTA LP, HTB LP, HTC
LP, HTD LP, AHFC, U.S. Bank, BONY, HVT, Delaware Trust and Wilmington Trust.
Attached as Exhibit 1.1 is the Underwriting Agreement, Exhibit
4.1 is the 1999-A Securitization Trust Agreement, Exhibit 4.2 is the
Indenture, Exhibit 10.2 is the 1999-A SUBI Supplement, Exhibit 10.4 is the
1999-A Servicing Supplement, Exhibit 10.5 is the 1999-A SUBI Certificates
Purchase and Sale Agreement and Exhibit 10.6 is the Agreement of Definitions.
<PAGE>
EXHIBIT INDEX
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
The exhibit number corresponds with Item 601(a) of Regulation S-K
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
Exhibit 1.1 Underwriting Agreement, dated July 23, 1999, among Credit Suisse
First Boston Corporation, as representative of the several
underwriters named therein, American Honda Finance Corporation,
as servicer, Honda Titling C L.P. and Honda Titling D L.P.
Exhibit 4.1 1999-A Securitization Trust Agreement, dated as of July 1,
1999, by and among Honda Titling C L.P. and Honda Titling D
L.P., as transferors, U.S. Bank National Association, as owner
trustee, Wilmington Trust Company, as Delaware owner trustee,
and The Bank of New York, as indenture trustee.
Exhibit 4.2 Indenture, dated as of July 1, 1999, by and between the
Registrant, as issuer, and The Bank of New York, as indenture
trustee.
Exhibit 10.2 1999-A SUBI Supplement to Second Amended and Restated Trust
and Servicing Agreement, dated as of July 1, 1999, by and
among Honda Titling A L.P. and Honda Titling B L.P., as
grantors and UTI beneficiaries, Honda Titling C L.P. and
Honda Titling D L.P., as transferors, American Honda
Finance Corporation, as servicer, HVT, Inc., as origination
trustee, U.S. Bank National Association, as trust agent and
for certain limited purposes only, as owner trustee, and
Delaware Trust Capital Management, Inc., as Delaware
trustee.
Exhibit 10.4 1999-A Servicing Supplement, dated as of July 1, 1999, to
Servicing Agreement dated as of April 1, 1998 by and among
HVT, Inc., as origination trustee, Honda Titling A L.P.
and Honda Titling B L.P., as grantors and UTI beneficiaries,
American Honda Finance Corporation, as servicer, and U.S. Bank
National Association, as trust agent.
Exhibit 10.5 1999-A SUBI Certificates Purchase and Sale Agreement, dated
as of July 1, 1999, by and among Honda Titling A L.P. and Honda
Titling B L.P., as UTI beneficiaries, and Honda Titling C L.P.
and Honda Titling D L.P.
Exhibit 10.6 Agreement of Definitions, dated as of July 1, 1999, by and
among Honda Titling A L.P. and Honda Titling B L.P., as UTI
beneficiaries and grantors, U.S. Bank National Association,
as trust agent and owner trustee, The Bank of New York, as
indenture trustee, Delaware Trust Capital Management, Inc.,
as Delaware trustee, Honda Titling C L.P. and Honda Titling D
L.P., as transferors, American Honda Finance Corporation, as
servicer, HVT, Inc., as origination trustee, and Wilmington
Trust Company, as Delaware owner trustee.
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on behalf of
the Registrant by the undersigned thereunto duly authorized.
HONDA TITLING C L.P., a Delaware
limited partnership
By: Honda Titling C LLC, a
Delaware limited liability company, its
general partner
By: Honda Funding Inc., a Delaware
corporation, its manager
By: /s/ Y. Kohama
------------------------------------
Name: Y. Kohama
Title: President
HONDA TITLING D L.P., a
Delaware limited partnership
By: Honda Titling D LLC,
a Delaware limited liability company, its
general partner
By: Honda Funding Inc., a Delaware
corporation, its manager
By: /s/ Y. Kohama
------------------------------------
Name: Y. Kohama
Title: President
September 10, 1999
<PAGE>
EXHIBIT INDEX
Item 601(a) of Regulation S-K
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
Exhibit 1.1 Underwriting Agreement, dated July 23, 1999, among Credit Suisse
First Boston Corporation, as representative of the several
underwriters named therein, American Honda Finance Corporation,
as servicer, Honda Titling C L.P. and Honda Titling D L.P.
Exhibit 4.1 1999-A Securitization Trust Agreement, dated as of July 1,
1999, by and among Honda Titling C L.P. and Honda Titling D
L.P., as transferors, U.S. Bank National Association, as owner
trustee, Wilmington Trust Company, as Delaware owner trustee,
and The Bank of New York, as indenture trustee.
Exhibit 4.2 Indenture, dated as of July 1, 1999, by and between the
Registrant, as issuer, and The Bank of New York, as indenture
trustee.
Exhibit 10.2 1999-A SUBI Supplement to Second Amended and Restated Trust
and Servicing Agreement, dated as of July 1, 1999, by and
among Honda Titling A L.P. and Honda Titling B L.P., as
grantors and UTI beneficiaries, Honda Titling C L.P. and
Honda Titling D L.P., as transferors, American Honda
Finance Corporation, as servicer, HVT, Inc., as origination
trustee, U.S. Bank National Association, as trust agent and
for certain limited purposes only, as owner trustee, and
Delaware Trust Capital Management, Inc., as Delaware
trustee.
Exhibit 10.4 1999-A Servicing Supplement, dated as of July 1, 1999, to
Servicing Agreement dated as of April 1, 1998 by and among
HVT, Inc., as origination trustee, Honda Titling A L.P.
and Honda Titling B L.P., as grantors and UTI beneficiaries,
American Honda Finance Corporation, as servicer, and U.S. Bank
National Association, as trust agent.
Exhibit 10.5 1999-A SUBI Certificates Purchase and Sale Agreement, dated
as of July 1, 1999, by and among Honda Titling A L.P. and Honda
Titling B L.P., as UTI beneficiaries, and Honda Titling C L.P.
and Honda Titling D L.P.
Exhibit 10.6 Agreement of Definitions, dated as of July 1, 1999, by and
among Honda Titling A L.P. and Honda Titling B L.P., as UTI
beneficiaries and grantors, U.S. Bank National Association,
as trust agent and owner trustee, The Bank of New York, as
indenture trustee, Delaware Trust Capital Management, Inc.,
as Delaware trustee, Honda Titling C L.P. and Honda Titling D
L.P., as transferors, American Honda Finance Corporation, as
servicer, HVT, Inc., as origination trustee, and Wilmington
Trust Company, as Delaware owner trustee.
</TABLE>
<PAGE>
EXHIBIT 1.1
Execution Copy
<TABLE>
Caption
HONDA AUTO LEASE TRUST 1999-A
<S> <C>
$380,000,000 5.445% Auto Lease Asset Backed Notes, Class A-1
$360,000,000 5.875% Auto Lease Asset Backed Notes, Class A-2
$400,000,000 6.100% Auto Lease Asset Backed Notes, Class A-3
$1,000,000,000 6.450% Auto Lease Asset Backed Notes, Class A-4
$807,000,000 6.650% Auto Lease Asset Backed Notes, Class A-5
$66,000,000 6.650% Auto Lease Asset Backed Notes, Class B
$66,000,000 6.900% Auto Lease Asset Backed Notes, Class C
</TABLE>
UNDERWRITING AGREEMENT
July 23, 1999
CREDIT SUISSE FIRST BOSTON CORPORATION,
As Representative of the Several Underwriters
Eleven Madison Avenue
New York, New York 10010
Ladies and Gentlemen:
1. INTRODUCTORY. Honda Titling C L.P., a Delaware limited partnership
("HTC LP"), Honda Titling D L.P., a Delaware limited partnership ("HTD LP",
and together with HTC LP, the "Transferors") and American Honda Finance
Corporation, a California Corporation ("AHFC") in its capacity as servicer,
hereby confirm their respective agreements with you and each of the other
underwriters named in Schedule I hereto (the "Underwriters"), for whom you
are acting as representative (the "Representative"), with respect to the sale
by the Transferors to the Underwriters of $380,000,000 aggregate principal
amount of 5.445% Auto Lease Asset Backed Notes, Class A-1 (the "Class A-1
Notes"), $360,000,000 aggregate principal amount of 5.875% Auto Lease Asset
Backed Notes, Class A-2 (the "Class A-2 Notes"), $400,000,000 aggregate
principal amount of 6.100% Auto Lease Asset Backed Notes, Class A-3 (the
"Class A-3 Notes"), $1,000,000,000 aggregate principal amount of 6.450% Auto
Lease Asset Backed Notes, Class A-4 (the "Class A-4 Notes") and $807,000,000
aggregate principal amount of 6.650% Auto Lease Asset Backed Notes, Class A-5
(the "Class A-5 Notes" and, together with the Class A-1 Notes, Class A-2
Notes, Class A-3 and Class A-4 Notes, the "Class A Notes"), $66,000,000
aggregate principal amount of 6.650% Auto Lease Asset Backed Notes, Class B
Notes (the "Class B Notes") and of $66,000,000 aggregate principal amount of
6.900% Auto Lease Asset Backed Notes, Class C Notes (the "Class C Notes", and
together with the Class A Notes and the Class B Notes, the "Notes") of the
Honda Auto Lease Trust 1999-A (the "Securitization Trust") under the terms
and conditions herein contained.
The Notes will be issued pursuant to an indenture, dated as of July 1,
1999 (the "Indenture"), between the Securitization Trust and The Bank of New
York, as indenture trustee
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(in such capacity, the "Indenture Trustee"). The Securitization Trust will be
established pursuant to a securitization trust agreement, dated as of July 1,
1999 (the "Securitization Trust Agreement"), among the Transferors, U.S. Bank
National Association ("U.S. Bank"), as owner trustee (in such capacity, the
"Owner Trustee"), Wilmington Trust Company, as Delaware owner trustee (the
"Delaware Owner Trustee") and the Indenture Trustee. The Securitization Trust
will also issue $214,558,289 aggregate principal amount of Auto Lease Asset
Backed Certificates (the "Certificates") pursuant to the Securitization Trust
Agreement. The Transferors will retain the Certificates. The Class C Notes
will be subordinated to the Class A Notes and the Class B Notes, the Class B
Notes will be subordinated to the Class A Notes, and the Certificates will be
subordinated to the Notes, in each case to the extent described in the
Securitization Trust Agreement and the Indenture. Capitalized terms used
herein that are not otherwise defined shall have the meanings ascribed
thereto in the Indenture.
The property of the Securitization Trust will consist primarily of
99.80% of a special unit of beneficial interest (the "SUBI"), which, in turn,
will evidence a beneficial interest in certain specified assets of Honda
Lease Trust, a Delaware business trust (the "Origination Trust"), and monies
on deposit in the Reserve Fund and in certain other accounts (collectively,
the "SUBI Assets"). The assets of the Origination Trust (the "Origination
Trust Assets") will consist primarily of retail closed-end lease contracts
assigned to the Origination Trust by motor vehicle dealers in the AHFC
network of dealers, the automobiles, minivans and sport utility vehicles
relating thereto and the proceeds thereof, and payments made under certain
insurance policies relating to such lease contracts, the related lessees or
such leased vehicles. Certain SUBI Certificates (the "Retained SUBI
Certificates"), that are part of the SUBI, will not be property of the
Securitization Trust. The Owner Trustee on behalf of the Securitization Trust
will pledge the SUBI to the Indenture Trustee to secure the Notes pursuant to
the Indenture.
The SUBI will be evidenced by three certificates (the "SUBI
Certificates"), one issued to Honda Titling A L.P. ("HTA LP"), one issued to
Honda Titling B L.P. ("HTB LP" and together with HTA LP, the "UTI
Beneficiaries") and one held by the Securitization Trust, issued by the
Origination Trust pursuant to a second amended and restated trust and
servicing agreement, dated as of April 1, 1998 (the "Origination Trust
Agreement"), supplemented by a supplement, dated as of July 1, 1999 (the
"SUBI Supplement" and together, with the Origination Trust Agreement, the
"SUBI Trust Agreement"), in each case among, AHFC, as servicer, HTA LP and
HTB LP each in its capacity as grantor and initial beneficiary, HVT, Inc.
("HVT"), as origination trustee (the "Origination Trustee"), Delaware Trust
Capital Management, Inc. ("Delaware Capital"), as Delaware trustee (the
"Delaware Trustee"), and U.S. Bank, as trust agent (in such capacity, the
"Trust Agent"). The SUBI Certificates will be sold by the UTI Beneficiaries
to the Transferors pursuant to the SUBI certificates purchase and sale
agreement, dated as of June 30, 1999 (the "Certificates Purchase and Sale
Agreement"), among the Transferors and the UTI Beneficiaries. The Origination
Trust Assets (including the SUBI Assets) will be serviced by AHFC pursuant to
the SUBI Trust Agreement, a servicing agreement dated as of April 1, 1998,
among the Origination Trustee on behalf of the Origination Trust, the UTI
Beneficiaries and AHFC (the "Basic Servicing Agreement") as supplemented by a
servicing supplement dated as of July 1, 1999 (the "Servicing Supplement" and
together with the Basic Servicing Agreement, the "Servicing Agreement"),
among the Origination Trustee on behalf of the Origination Trust, the UTI
Beneficiaries, the Trust Agent and AHFC. The Securitization Trust Agreement,
the SUBI Trust Agreement, the Certificates Purchase and Sale Agreement, the
Indenture, the
2
<PAGE>
Servicing Agreement, the backup security agreement, dated as of July 1, 1999
(the "Backup Security Agreement"), among the Transferors, the UTI
Beneficiaries, the Origination Trustee, the Owner Trustee and the Indenture
Trustee, the HLT 1999-A SUBI Securities Account Control Agreement, the HTA
1999-A SUBI Securities Account Control Agreement, the HTB 1999-A SUBI
Securities Account Control Agreement, the HTC 1999-A SUBI Securities Account
Control Agreement, the HTD 1999-A SUBI Securities Account Control Agreement
and the 99.8% 1999A SUBI Securities Account Control Agreement, are referred
to herein collectively as the "Basic Agreements".
2. REPRESENTATIONS AND WARRANTIES OF THE TRANSFERORS AND AHFC.
(a) Each Transferor and AHFC, jointly and severally, represents
and warrants to, and agrees with, each of the Underwriters that:
(i) A registration statement on Form S-1 (Nos. 333-72303-01,
333-72303-02, 333-72303-03, 333-72303-04, 333-72303-05), including a
form of prospectus, relating to the Notes has been filed on behalf of
HTA LP, HTB LP, HTC LP, HTD LP (collectively, the "Registrants") with
the Securities and Exchange Commission (the "Commission") and either (A)
has been declared effective under the Securities Act of 1933, as amended
(the "Act"), and is not proposed to be amended or (B) is proposed to be
amended by amendment or post-effective amendment. If no Registrant
proposes to amend such registration statement and if any post-effective
amendment to such registration statement has been filed with the
Commission prior to the execution and delivery of this Agreement, the
most recent such post-effective amendment has been declared effective by
the Commission. The Commission has not instituted any stop order
proceedings in respect of the Registration Statement. For purposes of
this Agreement, "Effective Time" means (A) if the Registrants have
advised the Representative that they do not propose to amend such
registration statement, the date and time as of which such registration
statement, or the most recent post-effective amendment thereto, if any,
filed prior to the execution and delivery of this Agreement, was
declared effective by the Commission or (B) if the Registrants have
advised the Representative that they propose to file an amendment or
post-effective amendment to such registration statement, the date and
time as of which such registration statement, as amended by such
amendment or post-effective amendment, as the case may be, is declared
effective by the Commission. "Effective Date" means the date of the
Effective Time. Such registration statement, as amended at the Effective
Time (including all information, if any, deemed to be a part of such
registration statement as of the Effective Time pursuant to Rule 430A(b)
under the Act, the exhibits thereto and all documents incorporated by
reference therein), is hereinafter referred to as the "Registration
Statement", and the form of prospectus (including all documents
incorporated therein or deemed to be incorporated therein) relating to
the Notes, in the form transmitted to the Commission for filing pursuant
to and in accordance with Rule 424(b) under the Act ("Rule 424(b)"), or,
if no such filing is required, as included in the Registration Statement
at the Effective Time, is hereinafter referred to as the "Prospectus."
The Prospectus delivered to you for use in connection with the offering
of the Notes is identical to the electronically transmitted copies
thereof filed with the Commission pursuant to Rule 424(b) or, as of the
Effective Date, as the case may be,
3
<PAGE>
pursuant to its Electronic Data Gathering, Analysis and Retrieval
("EDGAR") system, except to the extent permitted by Regulation S-T.
(ii) If the Effective Time is prior to the execution and delivery
of this Agreement: (A) on the Effective Date, the Registration Statement
conformed, and on the date of this Agreement the Registration Statement
conforms, in all material respects with the requirements of the Act and
the rules and regulations of the Commission promulgated under the Act
(the "Rules and Regulations") and at such times did not and does not
include any untrue statement of a material fact, and did not and does
not omit to state any material fact required to be stated therein or
necessary to make the statements therein, not misleading, and (B) at the
time of the filing of the Prospectus pursuant to Rule 424(b) and at the
Closing Date (as such term is defined in Section 3 hereof), the
Prospectus does and will conform in all material respects to the
requirements of the Act and the Rules and Regulations and does not and
will not include any untrue statement of a material fact and does not
and will not omit any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading. If the Effective Time is subsequent to the
execution and delivery of this Agreement: (A) on the Effective Date, the
Registration Statement and the Prospectus will conform in all material
respects to the requirements of the Act and the Rules and Regulations,
and the Registration Statement will not include any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and
(B) on the Effective Date or at the time of the filing of the Prospectus
pursuant to Rule 424(b), if required, as the case may be, and at the
Closing Date, the Prospectus will not include any untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading. The two immediately preceding
sentences do not apply to statements in or omissions from the
Registration Statement or Prospectus based upon written information
furnished to a Transferor or AHFC by any Underwriter through the
Representative specifically for use therein, it being understood and
agreed that the only such information is that described in Section 7(b).
(iii) No consent, approval, authorization or order of, or filing
with, any governmental agency or body or any court is required to be
obtained or made by any of the Registrants, the limited partners of any
of the Registrants (the "Limited Partners") or the general partners of
any of the Registrants (the "General Partners"), for the consummation of
the transactions contemplated by this Agreement and the Basic Agreements
in connection with the issuance of the Notes and the Certificates and
the sale by the Transferors of the Notes, except such as have been
obtained and made under the Act, such as may be required under state
securities laws and the filing of any financing statements required to
perfect the Securitization Trust's and the Indenture Trustee's interest
in any SUBI Assets, which financing statements will be filed in the
appropriate offices prior to the Closing Date.
(iv) None of the Registrants, the Limited Partners or the General
Partners is in violation of its organizational or charter documents,
limited liability company agreement or in the related partnership
agreement (collectively, the "Partnership Agreements"), as
4
<PAGE>
the case may be, or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any agreement
or instrument to which it is a party or by which it or its properties
are bound which could have a material adverse effect on the transactions
contemplated herein or in the Basic Agreements. The execution, delivery
and performance of this Agreement and the Basic Agreements by the
Registrants, the Limited Partners and the General Partners, and the
issuance of the Notes and the Certificates and the sale by the
Transferors of the Notes and the compliance by the Registrants, the
Limited Partners and the General Partners with the terms and provisions
hereof and thereof will not, subject to obtaining any consents or
approvals as may be required under the securities or "blue sky" laws of
various jurisdictions, result in a breach or violation of any of the
terms and provisions of, or constitute a default under, any statute, any
rule, regulation or order of any governmental agency or body or any
court, domestic or foreign, having jurisdiction over the Registrants,
the Limited Partners or the General Partners or any of their respective
properties, or any agreement or instrument to which the Registrants, the
Limited Partners or the General Partners is a party or by which any of
them is bound or to which any of their respective properties is subject,
or the organizational or charter documents, limited liability company
agreements or the related Partnership Agreement, as the case may be, of
any of them and each of the Transferors has full power and authority to
authorize the issuance of the Notes and the Certificates and to sell the
Notes as contemplated by this Agreement, the Indenture and the
Securitization Trust Agreement, and each of the Registrants, the Limited
Partners and the General Partners has full power and authority to enter
into this Agreement and the Basic Agreements and to consummate the
transactions contemplated hereby and thereby.
(v) Except as disclosed in the Prospectus, there are no pending
actions, suits or proceedings against or affecting the Registrants, the
Limited Partners or the General Partners or any of their respective
properties that, if determined adversely to the Registrants, the Limited
Partners or the General Partners, would individually or in the aggregate
have a material adverse effect on the condition (financial or other),
business or results of operations of the Registrants, the Limited
Partners or the General Partners, respectively, or would materially and
adversely affect the ability of the Registrants, the Limited Partners or
the General Partners to perform its obligations under this Agreement or
the other Basic Agreements to which it is a party, or which are
otherwise material in the context of the issuance and sale of the Notes
or the issuance of the Certificates; and no such actions, suits or
proceedings are threatened or, to the knowledge of Registrants, the
Limited Partners or the General Partners, contemplated.
(vi) As of the Closing Date, the representations and warranties of
the Registrants, the Limited Partners or the General Partners, as the
case may be, contained in the Basic Agreements will be true and correct;
provided, however, that with respect to representations made with
respect to any Contract, the sole remedy for any breach thereof is, as
provided in the related agreement, the repurchase by either AHFC or a
Transferor, as the case may be, of such Contract.
(vii) This Agreement has been duly authorized, executed and
delivered by each of the Transferors.
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(viii) On the Closing Date, the Transferors will have directed the
Owner Trustee to authenticate and execute the Certificates and the Notes
and, when delivered and paid for pursuant to the Securitization Trust
Agreement or this Agreement, as applicable, the Certificates will have
been duly issued and delivered by the Securitization Trust, entitled to
the benefits provided in the Securitization Trust Agreement and the
Notes will constitute valid and legally binding obligations of the
Securitization Trust, entitled to the benefits of the Indenture and
enforceable in accordance with their terms.
(ix) The conveyance of the SUBI Certificates from HTA LP and HTB
LP to HTC LP and HTD LP, and the conveyance of the SUBI Certificates
from HTC LP and HTD LP to the Securitization Trust, has been authorized
by the Registrants, the Limited Partners and the General Partners, as
applicable, and, the Transferors have directed the Securitization Trust
to execute and issue the Notes and the Certificates and to sell the
Notes.
(x) The assignment and delivery of the SUBI Certificates from
HTA LP and HTB LP to HTC LP and HTD LP, and the assignment of the SUBI
Certificates from HTC LP and HTD LP to the Securitization Trust will
vest in the applicable assignee all of the applicable assignor's right,
title and interest therein, subject to no prior lien, mortgage, security
interest, pledge, adverse claim, charge or other encumbrance.
(xi) Any taxes, fees and other governmental charges in
connection with the execution, delivery and performance of this
Agreement, the Basic Agreements, the SUBI Certificates, the Notes, the
Certificates and any other agreements contemplated herein or therein
shall have been paid or will be paid by the Registrants at or prior to
the Closing Date to the extent then due.
(xii) The consummation of the transactions contemplated by this
Agreement and the Basic Agreements, and the fulfillment of the terms
hereof and thereof, will not conflict with or result in a breach of any
of the terms or provisions of, or constitute a default under, or result
in the creation of any lien, charge or encumbrance upon any of the
property or assets of the Registrants, the Limited Partners or the
General Partners pursuant to the terms of, any indenture, mortgage, deed
of trust, loan agreement, guarantee, lease financing agreement or
similar agreement or instrument under which any of them is a debtor or
guarantor.
(xiii) None of the Registrants, the Limited Partners or the
General Partners is and, after giving effect to the issuance and
conveyance of the SUBI Certificates, the issuance of the Certificates
and the offering and sale of the Notes and the application of the
proceeds thereof as described in the Prospectus, none of them will be,
required to be registered as an "investment company" as defined in the
Investment Company Act of 1940, as amended (the "Investment Company
Act").
(xiv) Each of the Registrants has been duly formed and is validly
existing as a limited partnership under the Delaware Revised Uniform
Limited Partnership Act, 6 Del. C.ss.17-101 ET SEQ.(the "Delaware Act"),
and all filings required at the date hereof under the Delaware Act with
respect to the due formation and valid existence of each Registrant
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as a limited partnership have been made; each of the Registrants has all
requisite power and authority to own its properties and to conduct its
business as described in the Prospectus or in the related partnership
agreement (collectively, the "Partnership Agreements"), and to enter
into and to perform its obligations under the related Partnership
Agreement, this Agreement, each Basic Agreement to which such Registrant
is a party or by which it may be bound, the Notes and the Certificates;
each Registrant is duly qualified as a foreign partnership to transact
business and is in good standing in each jurisdiction in which such
qualification or registration is required, whether by reason of the
ownership of property or the conduct of business, except where the
failure to so qualify would not have a material adverse effect on its
condition, financial or otherwise, or business prospects.
(xv) Each General Partner is the sole general partner of the
related Registrant and each Limited Partner is the sole limited partner
of the related Registrant and, at the Closing Date, each General Partner
and each Limited Partner will own its respective partnership interest in
the related Registrant (each of which is a nontransferable interest to
the extent provided under the Partnership Agreement) free and clear of
any lien, mortgage, pledge, charge, encumbrance, adverse claim or other
security interest (collectively, "Liens") except as permitted by the
Basic Agreements.
(xvi) None of the Registrants, the General Partners, or the
Limited Partners conducts business or has affiliates who conduct
business in Cuba or with the government of Cuba within the meaning of
Section 517.075 of the Florida Securities and Investors Protection Act
or Regulation Section 3E-900.001 promulgated thereunder.
(b) AHFC, on its own behalf and on behalf of the Origination
Trustee, each to the extent indicated below, represents and warrants to, and
agrees with, each of the Underwriters that:
(i) AHFC has been duly incorporated and is an existing
corporation in good standing under the laws of the State of California,
with power and authority (corporate and other) to own its properties and
conduct its business as described in the Prospectus; and AHFC is duly
qualified to do business as a foreign corporation in good standing in
all other jurisdictions in which its ownership or lease of property or
the conduct of its business requires such qualification.
(ii) The Origination Trust has been qualified as a business
trust under applicable Delaware law and the Origination Trust is duly
qualified to do business as a foreign entity in good standing in all
other jurisdictions in which its ownership or lease of property or the
conduct of its business requires such qualification.
(iii) No consent, approval, authorization or order of, or filing
with, any governmental agency or body or any court is required to be
obtained or made by AHFC or the Origination Trust for the consummation
of the transactions contemplated by this Agreement and the Basic
Agreements in connection with the issuance of the Notes and the
Certificates and the sale by the Transferors of the Notes, except such
as have been obtained and made under the Act, such as may be required
under state securities laws and
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the filing of any financing statements required to perfect the, the
Securitization Trust's and the Indenture Trustee's interest in any SUBI
Assets, which financing statements will be filed in the appropriate
offices prior to the Closing Date.
(iv) AHFC is not in violation of its articles of incorporation
or by-laws or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any agreement
or instrument to which it is a party or by which it or its properties
are bound which could have a material adverse effect on the transactions
contemplated herein or in the Basic Agreements. The execution, delivery
and performance of this Agreement and the Basic Documents by AHFC, and
the compliance by AHFC with the terms and provisions hereof and thereof
will not, result in a breach or violation of any of the terms and
provisions of, or constitute a default under, any statute, any rule,
regulation or order of any governmental agency or body or any court,
domestic or foreign, having jurisdiction over AHFC or any of its
properties, or any agreement or instrument to which AHFC is a party or
by which AHFC is bound or to which any of the properties of AHFC is
subject, or the articles of incorporation or by-laws of AHFC, and AHFC
has full power and authority to enter into this Agreement and the Basic
Agreements and to consummate the transactions contemplated hereby and
thereby.
(v) Except as disclosed in the Prospectus, there are no pending
actions, suits or proceedings against or affecting AHFC or any of its
properties that, if determined adversely to AHFC, would individually or
in the aggregate have a material adverse effect on the condition
(financial or other), business or results of operations of the AHFC, or
would materially and adversely affect the ability of AHFC to perform its
obligations under this Agreement or the other Basic Agreements to which
it is a party, or which are Otherwise material in the context of the
issuance and sale of the Notes or the issuance of the Certificates; and
no such actions, suits or proceedings are threatened or, to AHFC's
knowledge, contemplated.
(vi) As of the Closing Date, the representations and warranties
of AHFC contained in the Basic Agreements will be true and correct;
provided, however, that with respect to representations made with
respect to any Contract, the sole remedy for any breach thereof is, as
provided in the related agreement, the repurchase by either AHFC or a
Transferor, as the case may be, of such Contract.
(vii) This Agreement has been duly authorized, executed and
delivered by AHFC.
(viii) The computer tape of the Contracts created as of June 30,
1999, and made available to the Representative by AHFC in its capacity
as the Servicer, was complete and accurate as of the date thereof and
includes an identifying description of the Contracts that are listed on
Schedule A to the Servicing Supplement.
(ix) The consummation of the transactions contemplated by this
Agreement and the Basic Agreements, and the fulfillment of the terms
hereof and thereof, will not conflict with or result in a breach of any
of the terms or provisions of, or constitute a default under, or result
in the creation of any lien, charge or encumbrance upon any of the
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property or assets of AHFC or the Origination Trust pursuant to the
terms of, any indenture, mortgage, deed of trust, loan agreement,
guarantee, lease financing agreement or similar agreement or instrument
under which AHFC or the Origination Trust is a debtor or guarantor.
(x) Each of AHFC and the Origination Trust is not and, after
giving effect to the issuance of the SUBI Certificates, the Certificates
and the offering and sale of the Notes and the application of the
proceeds thereof as described in the Prospectus, will not be, required
to be registered as an "investment company" as defined in the Investment
Company Act.
(c) Any Officer's Certificate signed by any officer of any
Registrant, any General Partner, any Limited Partner or AHFC and delivered to
the Representative or counsel for the Underwriters shall be deemed a
representation and warranty of such Registrant, General Partner, Limited
Partner or AHFC, as the case may be, to each Underwriter as to the matters
covered thereby.
3. PURCHASE, SALE AND DELIVERY OF THE NOTES. On the basis of and in
reliance on the representations, warranties and agreements herein contained,
but subject to the terms and conditions herein set forth, the Transferors
agree to sell to each Underwriter, severally and not jointly, and each
Underwriter, severally and not jointly, agrees to purchase from the
Transferors, the aggregate principal amount of each Class of Notes set forth
in Schedule I opposite the name of such Underwriter, at a purchase price
equal to the following percentages of the aggregate initial principal amounts
thereof, (i) in the case of the Class A-1 Notes, 99.900%, (ii) in the case of
the Class A-2 Notes, 99.825%, (iii) in the case of the Class A-3 Notes,
99.513125%, (iv) in the case of the Class A-4 Notes, 99.774375%, (v) in the
case of the Class A-5 Notes, 99.719875%, (vi) in the case of the Class B
Notes, 99.434375% and (vii) in the case of the Class C Notes, 99.634375%.
Each Class of Notes will initially be represented by one or more
certificates registered in the name of Cede & Co., as the nominee of The
Depository Trust Company ("DTC"). The interests of beneficial owners of each
Class of Notes will be represented by book entries on the records of DTC and
participating members thereof.
The Transferors will deliver the Notes to the Representative for the
respective securities accounts of the Underwriters, against payment of the
purchase price therefor in immediately available funds payable to the order
of the Transferors, at the of flee of O'Melveny & Myers LLP, 400 South Hope
Street, Los Angeles, California 90071-2899 (or at such other location as
agreed upon by the Transferors, AHFC and the Representative) at 10:00 A.M.,
Los Angeles time, on July 29, 1999, or at such other time not later than five
full business days thereafter, as the Transferors, AHFC and the
Representative determine, such time being herein referred to as the "Closing
Date". The instruments evidencing the Notes will be made available for
inspection at the above offices of O'Melveny & Myers LLP (or at such other
location agreed upon by the Transferors, AHFC and the Representative) at
least 24 hours prior to the Closing Date.
4. OFFERING BY THE UNDERWRITERS. It is understood that the several
Underwriters propose to offer the Notes for sale to the public as set forth
in the Prospectus.
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5. CERTAIN AGREEMENTS OF THE TRANSFERORS. Each of the Transferors
jointly and severally covenants and agrees with each of the Underwriters that:
(a) If the Effective Time is prior to the execution and delivery
of this Agreement, the Registrants will file the Prospectus with the
Commission pursuant to and in accordance with subparagraph (1) (or, if
applicable and if consented to by the Representative, subparagraph (4)) of
Rule 424(b), not later than the second business day following the execution
and delivery of this Agreement. The Registrants will advise the
Representative promptly of any such filing pursuant to Rule 424(b).
(b) The Registrants will advise the Representative promptly of
any proposal to amend or supplement the registration statement as filed or
the related prospectus or the Registration Statement or the Prospectus and
will not effect any such amendment or supplement without the Representative's
reasonable consent. The Registrants will advise the Representative promptly
of the effectiveness of the Registration Statement (if the Effective Time is
subsequent to the execution and delivery of this Agreement), of any amendment
or supplement of the Registration Statement or the Prospectus and of the
institution by the Commission of any stop order proceedings in respect of the
Registration Statement. The Registrants will use their best efforts to
prevent the issuance of any such stop order and to obtain as soon as possible
its lifting, if issued.
(c) If, at any time when a prospectus relating to the Notes is
required to be delivered under the Act, any event occurs as a result of which
the Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it is necessary at any time to
amend or supplement the Prospectus to comply with the Act, the Registrants
will promptly notify the Representative and, with the consent of the
Representative (which consent shall not be unreasonably withheld), will
promptly prepare and file, or cause to be prepared and filed, with the
Commission an amendment or supplement which will correct such statement or
omission, or an amendment or supplement that will effect such compliance.
Neither the consent of the Representative to, nor the delivery to or by the
Representative of, any such amendment or supplement shall constitute a waiver
of any of the conditions set forth in Section 6 hereof.
(d) As soon as practicable, but not later than the Availability
Date (as defined below), the Transferors will cause the Securitization Trust
to make generally available to the Noteholders an earnings statement with
respect to the Securitization Trust covering a period of at least 12 months
beginning after the Effective Date that will satisfy the provisions of
Section 11 (a) of the Act. For the purpose of the preceding sentence,
"Availability Date" means the 90th day after the end of the Securitization
Trust's fourth fiscal quarter following the fiscal quarter that includes such
Effective Date.
(e) The Transferors will furnish to the Representative copies of
the registration statement as originally filed with the Commission and each
amendment thereto (in each case including all exhibits), each related
preliminary prospectus, the Prospectus and all amendments and supplements to
such documents, in each case as soon as available and in such quantities as
the Representative may reasonably request.
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(f) The Transferors will arrange for the qualification of the Notes
for sale under the laws of such jurisdictions in the United States as the
Representative may reasonably designate and will continue such qualifications
in effect so long as required for the distribution of the Notes, provided
that neither of the Transferors shall be obligated to qualify to do business
or become subject to service of process generally.
(g) So long as any of the Notes are outstanding, the Transferors or
AHFC, as the case may be, will deliver or cause to be delivered to the
Representative, as soon as each becomes available, copies of (i) each report
relating to the Notes delivered to Noteholders pursuant to Section 3.04 of
the Securitization Trust Agreement, (ii) the annual statement of compliance
and the annual statement of a firm of independent public accountants
furnished pursuant to Sections 10.01 or 10.02 of the Servicing Supplement,
(iii) each certificate or notice delivered by AHFC pursuant to Section 3.5 of
the Origination Trust Agreement and Section 10.3 of the Servicing Supplement,
(iv) each periodic report required to be filed by any of the Registrants or
AHFC with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any order of the Commission thereunder, and
(v) such other information concerning any of the Registrants, the Origination
Trustee (in its capacity as trustee of the Origination Trust), the
Origination Trust, the Securitization Trust, the Notes or the Certificates as
the Representative may reasonably request from time to time.
(h) Subject to the provisions of Section 8 hereof, the Transferors
will pay all expenses incident to the performance of their obligations under
this Agreement, including without limitation, (i) expenses incident to the
word processing, printing, reproduction and distribution of the registration
statement as originally filed with the Commission and each amendment thereto,
preliminary prospectuses and the Prospectus (including any amendments and
supplements thereto), (ii) the fees and disbursements of the Origination
Trustee, the Owner Trustee, the Indenture Trustee, the Trust Agent, the
Delaware Trustee, the Delaware Owner Trustee and their respective counsel,
(iii) the fees and disbursements of counsel and the independent public
accountants of the Registrants and AHFC, (iv) the fees charged by each of
Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc. ("Standard & Poor's"
and, together with Moody's, the "Rating Agencies") in connection with the
rating of each Class of Notes, (v) the fees of DTC in connection with the
book-entry registration of the Notes, (vi) expenses (including reasonable
fees and disbursements of counsel) incurred by the Underwriters pursuant to
Section 5(f) hereof in connection with the qualification of the Notes for
sale under the laws of such jurisdictions in the United States as the
Representative may designate and the preparation of any legal investment and
blue sky memorandum and (vii) the travel expenses of the officers and
employees of the Underwriters and any other expenses of the Underwriters in
connection with attending or hosting meetings with prospective purchasers of
the Notes.
(i) For a period of 45 days from the date hereof, none of the
Registrants, AHFC or any of their respective affiliates will, without the
prior written consent of the Representative, directly or indirectly, offer,
sell or contract to sell or announce the offering of, in a public or private
transaction, any other asset-backed auto lease securities similar to the
Notes or certificates representing interests in SUBI Assets or lease
contracts (other than the Certificates), even if payments thereon reflect the
performance of a pool or pools of lease contracts.
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(j) To the extent, if any, that the rating provided with respect to
any Class of Notes by any Rating Agency is conditional upon the furnishing of
documents or the taking of any other actions by any Registrant or AHFC, such
Registrant or AHFC, as the case may be, shall furnish such documents and take
any such other actions.
6. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of
the several Underwriters to purchase and pay for the Notes will be subject to
the accuracy of the respective representations and warranties on the part of
the Transferors and AHFC herein, to the accuracy of the statements of the
Transferors and AHFC made in any officers' certificate pursuant to the
provisions hereof, to the performance by the Transferors and AHFC of their
respective obligations hereunder and to the following additional conditions
precedent:
(a) On (i) the date of this Agreement, the Representative, the
Transferors and AHFC shall have received two letters (one of which relates to
the Contracts and related information and one of which relates to the
financial statements of AHFC, the Origination Trust and the Securitization
Trust), dated the date of delivery thereof (which, if the Effective Time is
prior to the execution and delivery of this Agreement, shall be on or prior
to the date of this Agreement or, if the Effective Time is subsequent to the
execution and delivery of this Agreement, shall be prior to the filing of the
amendment or post-effective amendment to the registration statement to be
filed shortly prior to the Effective Time), of KPMG LLP ("KPMG") confirming
that they are independent public accountants with respect to AHFC, the
Origination Trust and the Securitization Trust within the meaning of the Act
and the Rules and Regulations, substantially in the form of the drafts to
which the Representative has previously agreed and otherwise in form and in
substance satisfactory to the Representative and counsel for the
Underwriters, and (ii) on the Closing Date, the Representative, the
Transferors and AHFC shall have received a letter, dated as of the Closing
Date, from KPMG, updating each letter delivered pursuant to clause (i) above
in form and substance satisfactory to the Representative and counsel for the
Underwriters.
(b) If the Effective Time has not occurred prior to the date of this
Agreement, the Effective Time shall have occurred not later than 5:30 p.m.
New York City time on the date of execution and delivery of this Agreement,
or such later date as shall have been consented to by the Representative. If
the Effective Time is prior to the execution and delivery of this Agreement,
the Prospectus shall have been filed with the Commission in accordance with
the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date,
no stop order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose shall have been
instituted or, to the knowledge of the Registrants, AHFC or the
Representative, shall be contemplated by the Commission.
(c) The Representative shall have received certificates of the
Chairman of the Board, President or any Vice President and a principal
financial or accounting officer of (i) each General Partner on behalf of the
applicable Registrant and (ii) AHFC, each dated the Closing Date, in which
such officers shall state that, to the best of their knowledge after
reasonable investigation, (1) the representations and warranties of the
Registrant or AHFC, as the case may be, in each Basic Agreement to which it
is a party and in this Agreement (with respect to each Transferor and AHFC)
are true and correct in all material respects, (2) the Registrant or AHFC, as
the case may be, has complied with all agreements and satisfied all
conditions on its part to be
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performed or satisfied hereunder at or prior to the Closing Date in all
material respects, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose
have been instituted or are contemplated by the Commission and (3) subsequent
to the date of this Agreement, there has been no material adverse change, nor
any development or event involving a prospective material adverse change, in
the condition, financial or otherwise, business, properties or results of
operations of the Registrant or AHFC, as the case may be, except as set forth
in or contemplated by the Prospectus or as described in such certificates.
(d) The Representative shall have received:
(1) The favorable opinion of O'Melveny & Myers LLP, counsel to the
Transferors, the UTI Beneficiaries and AHFC, dated the Closing Date and
satisfactory in form and substance to the Representative and counsel for the
Underwriters, to the effect that:
(i) AHFC is duly incorporated, and is validly existing in good
standing under the laws of the State of California, with corporate power
to own its properties and assets and to carry on its business as
described in the Prospectus and to enter into and perform its
obligations under this Agreement, each Partnership Agreement and each of
the Basic Agreements to which it is a party; AHFC is qualified as a
foreign corporation to do business in each of the fifty states of the
United States of America and is in good standing in each of those states.
(ii) Each of AHFC, HTA LP, HTB LP, HTC LP and HTD LP has
corporate or partnership power, as appropriate, to own, lease and
operate its properties and assets, to carry on its business as described
in the Prospectus and to enter into and to perform its obligations under
this Agreement and each Basic Agreement to which it is a party.
(iii) The execution, delivery, and performance of this Agreement
and each Basic Agreement to which AHFC, HTA LP, HTB LP, HTC LP or HTD LP
is a party have been duly authorized by all necessary corporate action,
as appropriate, on the part of AHFC, Honda Titling Inc. and/or Honda
Funding Inc., as the managers of the general partners of HTA LP, HTB LP,
HTC LP and HTD LP, and each of AHFC, HTA LP, HTB LP, HTC LP and HTD LP
has duly executed and delivered this Agreement and each Basic Agreement
to which it is a party.
(iv) Each Basic Agreement (except the Basic Agreements which are
by their terms governed by Delaware law) to which AHFC, HTA LP, HTB LP,
HTC LP or HTD LP is a party constitutes a legally valid and binding
obligation of AHFC, HTA LP, HTB LP, HTC LP and/or HTD LP, as applicable,
enforceable against AHFC, HTA LP, HTB LP, HTC LP and/or HTD LP, as
applicable, in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium, or similar laws
relating to or affecting creditors' rights generally (including, without
limitation, fraudulent conveyance laws) and by general principles of
equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless
of whether considered in a proceeding at equity or at law.
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(v) The Notes have been duly authorized by all necessary action
on the part of HTC LP and HTD LP. When executed by the Owner Trustee and
authenticated by the Indenture Trustee as specified in the
Securitization Trust Agreement and the Indenture and delivered against
payment of the consideration specified in this Agreement, the Notes will
be legally valid and binding obligations of the Securitization Trust,
enforceable against the Securitization Trust in accordance with their
terms and entitled to the benefits of the Securitization Trust Agreement
and the Indenture, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium, or similar laws relating to or affecting
creditors' rights generally (including, without limitation, fraudulent
conveyance laws) and by general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or
injunctive relief, regardless of whether considered in a proceeding at
equity or at law.
(vi) No order, consent, permit or approval of any California,
New York or federal governmental authority that such counsel has, in the
exercise of customary professional diligence, recognized as applicable
to AHFC, HTA LP, HTB LP, HTC LP or HTD LP, or to transactions of the
type contemplated by this Agreement or any Basic Agreement, including
the issuance of the HTA LP/HTB LP SUBI Certificates, the SUBI
Certificates, the Retained SUBI Certificates and the Notes, is required
on the part of AHFC, HTA LP, HTB LP, HTC LP or HTD LP for the execution
and delivery of, and performance of its obligations under this Agreement
and any Basic Agreement, except for such as have been obtained or made
and are in full force and effect as of the Closing Date. Such counsel
need not express an opinion with respect to any orders, consents,
permits, approvals, filings or licenses relating to the authority to
lease motor vehicles, originate lease contracts or to service lease
contracts or leased vehicles or any foreign or state securities laws or
as may be required by any regional or local governmental authority.
(vii) Reserved.
(viii) Reserved.
(ix) The statements in the Prospectus under the captions
"Summary of Terms of the Securities", "Risk Factors", "Description of
the Notes", "Security for the Notes" and "Additional Document
Provisions", insofar as such statements purport to summarize certain
provisions of the SUBI, the UTI Certificate, the Notes and the Basic
Agreements, provide a fair summary of such provisions.
(x) The statements in the Prospectus under "Risk
Factors--Failure to Comply with Consumer Protection Laws Could Result in
a Loss on Your Investment", "--If ERISA Liens Are Placed on the Assets
of the Honda Lease Trust, You Could Suffer a Loss on Your Investment",
"--Possible Liability of the Trust due to a Lessee's Operation of a
Leased Vehicle", "--The Bankruptcy or Other Insolvency of American Honda
Finance Corporation, Honda Titling A L.P., Honda Titling B L.P., Honda
Titling C L.P. or Honda Titling D L.P. Could Delay or Prevent Payments
on the Notes", "Certain Legal Aspects of the Origination Trust and the
SUBI", "Certain Legal Aspects of the Contracts
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and the Leased Vehicles", Material Federal Income Tax Consequences" and
"ERISA iderations", to the extent that they constitute matters of law or
l conclusions relating to the federal law of the United States or laws
of the States of California and New York, have been reviewed by counsel
and are correct in all material respects.
(xi) To the best of such counsel's knowledge, such counsel does
not know of any contract or other document of a character required to be
filed as an exhibit to the Registration Statement which is not filed as
required.
(xii) The execution and delivery of, and performance by each of
AHFC, the General Partners, the Limited Partners and Registrants, of
this Agreement or any of the Basic Agreements to which it is a party,
does not (i) violate the articles of incorporation, bylaws, partnership
agreement or other organization documents of such entity, (ii) violate
any agreement listed as an exhibit to the Registration Statement to
which such entity is a party and such other agreements listed on an
exhibit to such opinion that have been represented by an of ricer of
each of AHFC, the General Partners, the Limited Partners and the
Registrants as being material to their respective businesses, (iii)
breach or otherwise violate any existing obligation of or restriction on
any such entity under any order, judgment or decree of any California,
New York or federal court or governmental authority binding on such
entity and listed in an exhibit to such opinion, or (iv) or any
California, New York or federal statute, rule or regulation that such
counsel has, in the exercise of customary professional diligence,
recognized as applicable to the any such entity or to transactions
contemplated by the Agreement and the Basic Agreements.
(xiii) The Registration Statement has been declared effective
under the Act and, to such counsel's knowledge, no stop order suspending
the effectiveness of the Registration Statement has been issued or
threatened by the Commission. The Registration Statement, as of the date
it was filed, and the Prospectus, as of the date thereof each appeared
on its face to comply in all material respects with the requirements as
to form for registration statements on Form S-1 under the Act and the
related rules and regulations in effect at the date of filing, except
that such counsel need not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Prospectus except for those as contemplated by
paragraphs (ix) and (x) above, in each case to the extent set forth
therein, and need not express an opinion concerning (i) the financial
statements and related notes, schedules and other financial information
and statistical data contained or incorporated by reference therein and
(ii) the Indenture Trustee's Statement of Eligibility on Form T-1.
(xiv) None of the Origination Trust Agreement, the SUBI
Supplement or the Securitization Trust Agreement is required to be
qualified under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"); and the Indenture has been qualified under the Trust
Indenture Act.
(xv) None of AHFC, HTA LP, HTB LP, HTC LP, HTD LP, the General
Partners, the Limited Partners, the Origination Trust or the
Securitization Trust is an "investment company" within the meaning of
the Investment Company Act.
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(xvi) The Class A-1 Notes, when issued, will constitute "eligible
securities" under Rule 2a-7 of the Investment Company Act.
In addition, such counsel shall state that such counsel has participated
in conferences with the officers and other representatives of the Registrants
and AHFC, representatives of the independent public accountants therefor and
the Underwriters, at which the contents of the Registration Statement and the
Prospectus and related matters were discussed and, although such counsel is
not passing upon, and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained therein and has not made
any independent check or verification thereof, during the course of such
participation (relying in its determination as to materiality to an extent
upon the statements of officers and other representatives of the Registrants
and AHFC), such counsel does not believe that any Registration Statement, at
the related Effective Time, or any such amendment or supplement, as of its
effective date, contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading, or that the Prospectus, at the date
hereof (or any such amendment or supplement, as of its respective date) or at
the Closing Date included or includes an untrue statement of a material fact
or omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; it being understood that such counsel need express no
opinion or belief as to any financial statements or other financial,
numerical or statistical data contained in any Registration Statement or the
Prospectus or the Trustee's Statement of Eligibility on Form T- 1.
Such counsel's opinions as to the enforceability of the Basic Agreements
may be subject to the unenforceability under certain circumstances: (i) of
waivers of rights granted by law where the waivers are against public policy
or prohibited by law; (ii) of waivers of vaguely or broadly stated rights or
future rights; (iii) of any indemnification provisions; (iv) of any
provisions that rights or remedies are not exclusive, that every right or
remedy is cumulative and may be exercised in addition to or with any other
right or remedy or that the election of some particular remedy or remedies
does not preclude recourse to one or more other remedies; (v) of choice of
law provisions; and (vi) of severability provisions; provided that such
enforceability will not, subject to the other exceptions, qualifications and
limitations contained in such opinion, render the relevant agreements invalid
as a whole or substantially interfere with the substantial realization of the
principal benefits that such agreements purport to provide (except for the
economic consequences of procedural or other delay).
(2) The favorable opinion of O'Melveny & Myers LLP, dated the Closing
Date, in form and scope satisfactory to the Representative and counsel to the
Underwriters with respect to (i) the consolidation of the assets and
liabilities of the Origination Trust and the Registrants with those of AHFC
under the doctrine of substantive consolidation, (ii) the creation of (x) a
"true sale" with respect to the transfer of the SUBI Certificates from the
HTA LP and HTB LP to HTC LP and HTD LP and with respect to the transfer of
the SUBI Certificates from the Transferors to the Securitization Trust or (y)
with respect to the transfer of the SUBI Certificates from the Transferors to
the Securitization Trust, a valid and binding security interest in the SUBI
Certificates and (iii) such other related matters as the Representative shall
reasonably require and the Transferors shall have furnished or caused to be
furnished to such counsel such documents as they may reasonably request for
the purpose of enabling them to pass upon such matters. Such
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opinions shall be limited to the laws of the State of New York, California
and United States federal law.
(3) The favorable opinion of O'Melveny & Myers LLP, special counsel to
the Securitization Trust, dated the Closing Date, in form and scope
satisfactory to the Representative and counsel for the Underwriters,
regarding the creation, attachment and perfection of a first priority
security interest in the SUBI Certificates and the property held in the
Reserve Fund and the SUBI Collection Account, and pursuant to the Backup
Security Agreement, the Contracts, in favor of the Indenture Trustee on
behalf of the Noteholders. Such opinion may contain such assumptions,
qualifications and limitations as are customary in opinions of this type and
are reasonably acceptable to counsel to the Underwriters. In rendering such
opinion, such counsel may state that they express no opinion as to the laws
of any jurisdiction other than the federal law of the United States of
America and the laws of the State of New York and the State of California. To
the extent any portion of such opinion is governed by the laws of the State
of Delaware, such opinion will be given by Richards, Layton & Finger, P.A. To
the extent any portion of such opinion is governed by the laws of the State
of New York or California, such opinion will be given by O'Melveny & Myers
LLP.
(4) The favorable opinion of Richards, Layton & Finger, P.A., special
Delaware counsel to the Transferors, the UTI Beneficiaries and AHFC, dated
the Closing Date and satisfactory in form and substance to the Representative
and counsel for the Underwriters, to the effect that:
(i) Each of the General Partners has been duly incorporated and
is validly existing as a limited liability company in good standing
under the laws of the State of Delaware, with power and authority to
own, lease and operate its properties, to conduct its business as
described in the Registration Statement and to enter into and perform
its obligations under the related Partnership Agreement and each Basic
Agreement to which it is a party; to the best of such counsel's
knowledge and information, each of the General Partners is duly
qualified as a foreign limited liability company to transact business
and is in good standing in each jurisdiction in which their respective
ownership or lease of substantial properties or the conduct of their
respective businesses requires such qualification and in which the
failure to so qualify and be in good standing would materially adversely
affect their respective business or financial condition; and the shares
of issued and outstanding member interest of each of the General
Partners have been duly authorized and validly issued and are fully paid
and non-assessable.
(ii) The Origination Trust has been qualified as a business
trust under applicable Delaware law and all filings required to be made
in respect of the Origination Trust's status as a business trust under
the laws of the State of Delaware have been made and are in full force
and effect on the Closing Date.
(iii) The Certificates are in due and proper form, all conditions
precedent provided for in the Securitization Trust Agreement relating to
the issuance, authentication and delivery of the Certificates have been
complied with and the Certificates have been duly and validly authorized
and, when executed, issued, authenticated and delivered pursuant to the
Securitization Trust Agreement, will be legally valid and binding
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obligations of the Securitization Trust, and entitled to the benefits of
the Securitization Trust Agreement enforceable in accordance with their
terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws now or hereafter in effect,
relating to or affecting creditors' rights generally and by the
application of general principles of equity, including, without
limitation concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance,
injunctive relief or any other equitable remedy (regardless of whether
enforcement is considered in a proceeding at law or in equity).
(iv) Each Partnership Agreement and each Basic Agreement to
which each Registrant, each General Partner and each Limited Partner is
a party has been duly authorized, executed and delivered by such
Registrant, such General Partner and such Limited Partner, as the case
may be. Assuming the due authorization, execution and delivery thereof
by the other parties thereto and AHFC, each Partnership Agreement and
each Basic Agreement to which each Registrant, each General Partner,
each Limited Partner and AHFC is a party will constitute the legal,
valid and binding agreement of such entity enforceable against such
entity in accordance with its respective terms, except as may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws
now or hereafter in effect, relating to or affecting creditors' rights
generally and by the application of general principles of equity,
including without limitation concepts of materiality, reasonableness,
good faith and fair dealing and the possible unavailability of specific
performance, injunctive relief or any other equitable remedy (regardless
of whether enforcement is considered in a proceeding at law or in
equity). (In rendering such opinion as to the enforceability of a Basic
Agreement, counsel shall state that in the event of a conflict of law
arising under such Basic Agreement, the governing law of such Basic
Agreement will apply without regard to any otherwise applicable
principles of conflicts of laws in the related state).
(v) No order, consent, permit or approval of any Delaware
governmental authority that such counsel has, in the exercise of
customary professional diligence, recognized as applicable to AHFC, HTA
LP, HTB LP, HTC LP or HTD LP, or to transactions of the type
contemplated by any Basic Agreement, including the issuance of the SUBI,
the HTA LP/HTB LP SUBI Certificates, the SUBI Certificates, the Retained
SUBI Certificates and the Notes, is required on the part of AHFC, HTA
LP, HTB LP, HTC LP or HTD LP for the execution and delivery of, and
performance of its obligations under any Basic Agreement governed by the
laws of the State of Delaware, except for such as have been obtained or
made and are in full force and effect as of the Closing Date. Such
counsel need not express an opinion with respect to any orders,
consents, permits, approvals, filings or licenses relating to the
authority to lease motor vehicles, originate lease contracts or to
service lease contracts or leased vehicles or any foreign securities
laws or as may be required by any regional or local governmental
authority.
(vi) Each SUBI Certificate has been duly and validly authorized
and, when executed, issued, authenticated and delivered pursuant to the
SUBI Trust Agreement, will be duly and validly issued and outstanding
and entitled to the benefits of the SUBI Trust Agreement.
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(5) The favorable opinion of Scott Shea, Esq., dated the Closing Date,
to the effect that, to the best knowledge of such counsel, there are no
actions, proceedings or investigations to which any Registrant, Limited
Partner, General Partner, AHFC or the Origination Trustee (in its capacity as
trustee of the Origination Trust) is a party or that are threatened before
any court, administrative agency or other tribunal having jurisdiction over
AHFC, any Limited Partner, General Partner, any Registrant or the Origination
Trustee (in its capacity as trustee of the Origination Trust), (i) that are
required to be disclosed in the Registration Statement, (ii) asserting the
invalidity of this Agreement, any Basic Agreement or the Notes, (iii) seeking
to prevent the issuance of the Notes or the consummation of any of the
transactions contemplated by this Agreement or the Basic Agreements, (iv)
which might materially and adversely affect the performance by any
Registrant, Limited Partner, General Partner, AHFC or the Origination Trustee
(in its capacity as trustee of the Origination Trust) of its obligations
under, or the validity or enforceability of, this Agreement, any Basic
Agreement, the Notes or (v) seeking adversely to affect the federal income
tax attributes of the Notes as described in the Prospectus under the heading
"The Material Federal Income Tax Consequences".
(6) The favorable opinion of Sheppard, Mullin, Richter & Hampton,
special California counsel to the Transferors and AHFC, dated the Closing
Date, in form and scope satisfactory to the Representative and their counsel,
to the effect that, assuming the due authorization, execution and delivery
thereof by the parties thereto, each of the Contracts in the form attached to
such opinion constitutes the valid, binding and enforceable agreement of the
parties thereto; and such Contracts comply as to content and form with all
applicable state laws and federal disclosure laws relating to consumer
credit, including without limitation, consumer protection laws. Such counsel
shall also opine as to various licensing, consumer protection and other state
law matters as agreed upon with the Representative and counsel for the
Underwriters.
(7) The favorable opinion of O'Melveny & Myers LLP, special tax counsel
for the Registrants and AHFC, dated the Closing Date and satisfactory in form
and substance to the Representative and counsel for the Underwriters, to the
effect that for federal income tax purposes (i) the Notes will be
characterized as indebtedness of the Securitization Trust that is secured by
the Contracts, (ii) neither the Origination Trust nor the Securitization
Trust will be classified as an association (or publicly traded partnership)
taxable as a corporation and (iii) the statements set forth in the Prospectus
under the headings "Summary of Terms of the SecuritiesTax Status", "The
Material Federal Income Tax Consequences" and Annex I to the Prospectus,
"Global Clearance, Settlement and Tax Documentation Procedures - Certain U.S.
Federal Income Tax Documentation Requirements", to the extent such statements
constitute matters of law or legal conclusions with respect thereto, are
correct in all material respects.
(8) The favorable opinion of O'Melveny & Myers LLP, special tax counsel
for the Registrants and AHFC, dated the Closing Date and satisfactory in form
and substance to the Representative and counsel for the Underwriters, to the
effect that for California state franchise and California state income tax
purposes (i) the Notes will be characterized as debt and (ii) neither the
Origination Trust nor the Securitization Trust will be classified as an
association (or publicly traded partnership) taxable as a corporation.
(9) Reliance letters relating to each legal opinion relating to the
transactions contemplated by this Agreement and the Basic Agreements rendered
by counsel to any of the
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Registrants or AHFC to the Owner Trustee, the Indenture Trustee, the
Origination Trustee, the Delaware Trustee, the Delaware Owner Trustee and
each Rating Agency.
(10) The favorable opinion of Emmet, Marvin & Martin, counsel to the
Indenture Trustee, dated the Closing Date and satisfactory in form and
substance to the Representative and counsel to the Underwriters, to the
effect that:
(i) The Indenture Trustee has been duly incorporated and is
validly existing as a banking corporation, in good standing under the
laws of the State of New York with full power and authority (corporate
and other) to own its properties and conduct its business, as presently
conducted by it, and to enter into and perform its obligations as
Indenture Trustee under each Basic Agreement to which the Indenture
Trustee is a party.
(ii) Each Basic Agreement to which the Indenture Trustee is a
party has been duly authorized, executed and delivered by the Indenture
Trustee and, assuming the due authorization, execution and delivery
thereof by the other parties thereto, will constitute a legal, valid and
binding obligation of the Indenture Trustee enforceable in accordance
with its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, reorganization or other similar laws
affecting enforcement of creditors' rights generally and by general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
(iii) The Notes have been duly authenticated and delivered by the
Indenture Trustee.
(iv) Neither the execution nor delivery by the Indenture Trustee
of each Basic Agreement to which it is a party nor the consummation of
any of the transactions by the Indenture Trustee contemplated thereby
require the consent or approval of, the giving of notice to, the
registration with or the taking of any other action with respect to, any
governmental authority or agency under any existing federal or state law
governing the banking or trust powers of the Indenture Trustee.
(v) The execution and delivery of each Basic Agreement to which
the Indenture Trustee is a party and the performance by the Indenture
Trustee of its terms do not conflict with or result in a violation of
(A) any federal or state law or regulation governing the banking or
trust powers of the Indenture Trustee, (B) the Articles of Association
or By-Laws of the Indenture Trustee or (C) to the best knowledge of such
counsel, any indenture, lease or material agreement to which the
Indenture Trustee is a party or to which its assets are subject.
(11) The favorable opinion of Richards, Layton & Finger, P.A., counsel to
the Origination Trust, dated the Closing Date and satisfactory in form and
substance to the Representative and counsel for the Underwriters, to the effect
that:
(i) The SUBI Trust Agreement is the legal, valid and binding
agreement of AHFC, each UTI Beneficiary, the Delaware Trustee, the
Origination Trustee and U.S. Bank, enforceable against each of them in
accordance with its terms.
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(ii) The Origination Trust has been duly formed and validly
existing as a business trust under the Delaware Business Trust Act, 12
DEL C. Section 3801 ET Seq. (the "Delaware Act").
(iii) The Origination Trust has the power and authority under the
Delaware Act and the Origination Trust Agreement, and the Origination
Trust Agreement authorizes the Origination Trustee, to execute, deliver
and perform its obligations under each Basic Agreement to which it is a
party.
(iv) To the extent that Article 9 of the Uniform Commercial Code
as in effect in the State of Delaware (the "UCC") is applicable
(without regard to conflict of laws principles), and assuming that a
security interest in the Contracts created by the Securitization Trust
Agreement has been duly created and has attached, upon the filing of
the Financing Statement with the Secretary of State of the State of
Delaware, the Indenture Trustee will have a perfected security interest
in the Origination Trust's rights in the Contracts and the proceeds
thereof, and such security interest will be prior to any other security
interest granted by the Origination Trust that is perfected solely by
the filing of financing statements under the UCC, excluding purchase
money security interests under Section 9-312(4) of the UCC and
temporarily perfected security interests in proceeds under Section
9-306(3) of the UCC.
(v) No re-filing or other action is necessary under the UCC in
the State of Delaware in order to maintain the perfection of such
security interest except for the filing of continuation statements at
five year intervals.
(vi) The SUBI Certificates and the UTI Certificates have been
duly and validly authorized and, when executed, authenticated and
delivered pursuant to the SUBI Trust Agreement, the Securitization
Trust Agreement and the Origination Trust Agreement, will be duly and
validly issued and outstanding and entitled to the benefits of the SUBI
Trust Agreement, the Origination and the Origination Trust Agreement.
(vii) Under 12 DEL. C. Section 3805(b), no creditor of any holder
of a SUBI Certificate shall have any right to obtain possession of, or
otherwise exercise legal or equitable remedies with respect to, the
property of the Origination Trust except in accordance with the terms
of the Origination Trust Agreement.
(viii) Under 12 DEL. C. Section 3805(c) and assuming that the SUBI
Trust Agreement conveys good title to the SUBI Certificate transferred
to the Securitization Trust as a true sale and not as a security
arrangement, the Securitization Trust rather than the
Certificateholders or the Noteholders is the owner of such SUBI
Certificate.
(12) The favorable opinion of Hudson Cook LLP, special counsel to
AHFC, the Transferors and the Origination Trust, with respect to various
licensing, consumer protection and other state law matters in the form
previously agreed on with the Representative and counsel for the Underwriters.
(13) The favorable opinion of Dorsey & Whitney LLP, counsel to the
Owner Trustee and the Trust Agent, dated the Closing Date and satisfactory in
form and substance to the
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Representative and counsel to the Underwriters, to the effect that:
(i) U.S. Bank has been duly incorporated and is validly
existing as a national banking association, in good standing under the
laws of United States with full power and authority (corporate and
other) to own its properties and conduct its business, as presently
conducted by it, and to enter into and perform its obligations as Owner
Trustee and Trust Agent under each Basic Agreement to which U.S. Bank
is a party.
(ii) Each Basic Agreement to which U.S. Bank is a party has been
duly authorized, executed and delivered by U.S. Bank and, assuming the
due authorization, execution and delivery thereof by the other parties
thereto, will constitute a legal, valid and binding obligation of U.S.
Bank enforceable in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, reorganization or other similar laws affecting enforcement
of creditors' rights generally and by general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law).
(iii) Each Note has been duly executed and delivered by the Owner
Trustee. The Certificates have been duly executed, authenticated and
delivered by the Owner Trustee.
(iv) Neither the execution nor delivery by U.S. Bank of each
Basic Agreement to which it is a party nor the consummation of any of
the transactions by U.S. Bank contemplated thereby require the consent
or approval of, the giving of notice to, the registration with or the
taking of any other action with respect to, any governmental authority
or agency under any existing federal or state law governing the banking
or trust powers of U.S. Bank.
(v) The execution and delivery of each Basic Agreement to which
U.S. Bank is a party and the performance by U.S. Bank of its terms do
not conflict with or result in a violation of (A) any federal or state
law or regulation governing the banking or trust powers of U.S. Bank
(B) the Articles of Association or By-Laws of U.S. Bank, or (C) to the
best knowledge of such counsel, any indenture, lease, or material
agreement to which U.S. Bank is a party or to which its assets are
subject.
(14) The favorable opinion of Richards Layton & Finger, P.A., counsel
to the Delaware Owner Trustee, dated the Closing Date and satisfactory in form
and substance to the Representative and counsel to the Underwriters, to the
effect that:
(i) The Delaware Owner Trustee has been duly incorporated and
is validly existing as a banking corporation, in good standing under
the laws of the State of Delaware with full power and authority
(corporate and other) to own its properties and conduct its business,
as presently conducted by it, and to enter into and perform its
obligations as Delaware Owner Trustee under each Basic Agreement to
which the Delaware Owner Trustee is a party.
(ii) Each Basic Agreement to which the Delaware Owner Trustee is
a party has been duly authorized, executed and delivered by the
Delaware Owner Trustee and,
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assuming the due authorization, execution and delivery thereof by the
other parties thereto, will constitute a legal, valid and binding
obligation of the Delaware Owner Trustee enforceable in accordance with
its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, reorganization or other similar
laws affecting enforcement of creditors' rights generally and by
general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).
(iii) Neither the execution nor delivery by the Delaware Owner
Trustee of each Basic Agreement to which it is a party nor the
consummation of any of the transactions by the Delaware Owner Trustee
contemplated thereby require the consent or approval of, the giving of
notice to, the registration with or the taking of any other action with
respect to, any governmental authority or agency under any existing
federal or state law governing the banking or trust powers of the
Delaware Owner Trustee.
(iv) The execution and delivery of each Basic Agreement to which
the Delaware Owner Trustee is a party and the performance by the
Delaware Owner Trustee of its terms do not conflict with or result in a
violation of (A) any federal or state law or regulation governing the
banking or trust powers of the Delaware Owner Trustee, (B) the Articles
of Association or By-Laws of the Delaware Owner Trustee or (C) to the
best knowledge of such counsel, any indenture, lease or material
agreement to which the Delaware Trustee is a party or to which its
assets are subject.
(15) The favorable opinion of counsel to the Delaware Trustee, dated
the Closing Date and satisfactory in form and substance to the Representative
and counsel to the Underwriters, to the effect that:
(i) The Delaware Trustee has been duly incorporated and is
validly existing as a banking corporation, in good standing under the
laws of the State of Delaware with full power and authority (corporate
and other) to own its properties and conduct its business, as presently
conducted by it, and to enter into and perform its obligations as
Delaware Trustee under each Basic Agreement to which the Delaware
Trustee is a party.
(ii) Each Basic Agreement to which the Delaware Trustee is a
party has been duly authorized, executed and delivered by the Delaware
Trustee and, assuming the due authorization, execution and delivery
thereof by the other parties thereto, will constitute a legal, valid
and binding obligation of the Delaware Trustee enforceable in
accordance with its terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, moratorium, reorganization or other
similar laws affecting enforcement of creditors' rights generally and
by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(iii) Neither the execution nor delivery by the Delaware Trustee
of each Basic Agreement to which it is a party nor the consummation of
any of the transactions by the Delaware Trustee contemplated thereby
require the consent or approval of, the giving of notice to, the
registration with or the taking of any other action with respect to, any
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governmental authority or agency under any existing federal or state law
governing the banking or trust powers of the Delaware Trustee.
(iv) The execution and delivery of each Basic Agreement to which
the Delaware Trustee is a party and the performance by the Delaware
Trustee of its terms do not conflict with or result in a violation of
(A) any federal or state law or regulation governing the banking or
trust powers of the Delaware Trustee, (B) the Articles of Association
or By-Laws of the Delaware Trustee or (C) to the best knowledge of such
counsel, any indenture, lease or material agreement to which the
Delaware Trustee is a party or to which its assets are subject.
(16) The favorable opinion of Stroock & Stroock & Lavan LLP, counsel
for the Underwriters, dated the Closing Date, with respect to the existence of
the validity of the Notes and such other related matters as the Representative
shall request. In rendering such opinion, Stroock & Stroock & Lavan LLP may rely
on the opinions of counsel referred to above.
(e) The Representative shall have received evidence satisfactory
to it and counsel for the Underwriters that, on or before the Closing Date,
UCC-1 financing statements have been or are being filed in the office of the
Secretary of State of the State of California and Illinois and in the of floe
of the Secretary of State of the State of Delaware.
(f) Each Class of Notes shall be rated in the rating categories
set forth in the Prospectus by each of Moody's and Standard & Poor's.
(g) On or prior to the Closing Date, counsel for the Underwriters
shall have been furnished with such documents and opinions as they may
reasonably require for the purpose of enabling them to pass upon the issuance
of the Notes and the sale of the Notes as herein contemplated and related
proceedings, or in order to evidence the accuracy of any of the
representations or warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the parties to the Basic
Agreements in connection with the issuance of the Notes and the Certificates
and sale of the Notes as herein contemplated shall be satisfactory in form
and substance to the Representative and counsel for the Underwriters.
If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be
terminated by the Representative by notice to the Transferors and AHFC at any
time at or prior to the Closing Date, and such termination shall be without
liability of any party to any other party except, subject to Section 8, as
provided in Section 5(h) hereof.
7. Indemnification and Contribution.
(a) HTC LP, HTD LP and AHFC will, jointly and severally,
indemnify and hold harmless each Underwriter against any losses, claims,
damages or liabilities, joint or several, to which such Underwriter may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, the Prospectus, or any
amendment or supplement thereto, or any related preliminary prospectus, or
arise out of or are based upon the omission or alleged omission to state
therein a
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material fact required to be stated therein or necessary to make the
statements therein not misleading and will reimburse each Underwriter for any
legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such loss, claim, damage, liability or
action as such expenses are incurred; provided, however, that none of HTC LP,
HTD LP or AHFC will be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement in or omission or alleged omission from
any of such documents in reliance upon and in conformity with written
information furnished to HTC LP, HTD LP or AHFC by any Underwriter through
the Representative specifically for use therein, it being understood and
agreed that the only such information furnished by any Underwriter consists
of the information described as such in subsection (b) below; and PROVIDED,
FURTHER, that with respect to any untrue statement or omission or alleged
untrue statement or omission made in any preliminary prospectus, the
indemnity agreement contained in this subsection (a) shall not inure to the
benefit of any Underwriter from whom the person asserting any such losses,
claims, damages or liabilities purchased the Notes concerned, to the extent
that the untrue statement or omission or alleged untrue statement or omission
was eliminated or remedied in the Prospectus, which Prospectus was required
to be delivered by such Underwriter under the Act to such person and was not
so delivered if HTC LP, HTD LP or AHFC had previously furnished copies
thereof to such Underwriter.
(b) Each Underwriter will severally and not jointly indemnify
and hold harmless HTC LP, HTD LP and AHFC against any losses, claims, damages
or liabilities to which HTC LP, HTD LP or AHFC may become subject, under the
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information
furnished to HTC LP, HTD LP or AHFC by such Underwriter through the
Representative specifically for use therein, and will reimburse any legal or
other expenses reasonably incurred by the HTC LP, HTD LP or AHFC in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred, it being understood and
agreed that the only such information furnished by any Underwriter consists
of the following information in the Prospectus furnished on behalf of each
Underwriter: the information contained in the third textual paragraph under
the caption "Underwriting," the concession and re allowance figures appearing
following the third textual paragraph under the caption "Underwriting" and
the information contained in the fourth, eighth and ninth paragraphs under
the caption "Underwriting".
(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than under subsection (a) or (b) above. In case any such
action is brought against any
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indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and,
to the extent that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel satisfactory
to such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof and after acceptance by the indemnified party of
such counsel, the indemnifying party will not be liable to such indemnified
party under this Section for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof
other than reasonable costs of investigation. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party if indemnity could have been
sought hereunder by such indemnified party unless such settlement (i)
includes an unconditional release of such indemnified party from all
liability on any claims that are the subject matter of such action and (ii)
does not include a statement as to, or an admission of, fault, culpability or
a failure to act by or on behalf of an indemnified party.
(d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the
losses, claims, damages or liabilities referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative
benefits received by the Transferors and AHFC on the one hand and the
Underwriters on the other from the offering of the Notes or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Transferors and AHFC on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Transferors and AHFC on
the one hand and the Underwriters on the other shall be deemed to be in the
same proportion as the total net proceeds from the offering (before deducting
expenses) received by the Transferors bear to the total underwriting
discounts and commissions and any fees for advisory, analytical and
structuring services received by the Underwriters. The relative fault shall
be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Transferors AHFC or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Notes underwritten by it and
distributed to the public were offered to the public exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 1 l(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
26
<PAGE>
Underwriters' obligations in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations and not joint.
(e) The obligations of HTC LP, HTD LP or AHFC under this Section
shall be in addition to any liability which HTC LP, HTD LP or AHFC may
otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls any Underwriter within the meaning of the Act;
and the obligations of the Underwriters under this Section shall be in
addition to any liability which the respective Underwriters may otherwise
have and shall extend, upon the same terms and conditions, to each director
of HTC LP, HTD LP or AHFC, to each officer of HTC LP, HTD LP and AHFC who has
signed the Registration Statement and to each person, if any, who controls
HTC LP, HTD LP or AHFC within the meaning of the Act.
8. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The
respective indemnities, agreements, representations, warranties and other
statements of HTC LP, HTD LP, AHFC or their respective officers and of the
Underwriters set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of any investigation, or statement as to
the results thereof, made by or on behalf of any Underwriter, HTC LP, HTD LP,
AHFC or any of their respective representatives, officers or directors or any
controlling person, and will survive delivery of and payment for the Notes.
If this Agreement is terminated pursuant to Section 10 or if for any reason
the purchase of the Notes by the Underwriters is not consummated, each
Transferor shall remain responsible for the expenses to be paid or reimbursed
by it pursuant to Section 5(h) and the respective obligations of the
Transferors, AHFC and each of the Underwriters pursuant to Section 7 shall
remain in effect. If the purchase of the Notes by the Underwriters is not
consummated for any reason other than solely because of the termination of
this Agreement pursuant to Section 10 or the occurrence of any event
specified in clause (ii), (iii) or (iv) of Section 9, the Transferors and
AHFC, jointly and severally, will reimburse the Underwriters for all out-of
pocket expenses (including fees and disbursements of counsel) reasonably
incurred by them in connection with the offering of the Notes.
9. TERMINATION OF AGREEMENT. The Representative may terminate this
Agreement, by notice to the Transferors and AHFC, at any time prior to or at
the Closing Date if there has been (i) any change, or any development or
event involving a prospective change, in or affecting particularly the
business, properties or financial condition of HTC LP, HTD LP or AHFC which,
in the judgment of a majority in interest of the Underwriters (including the
Representative), materially impairs the investment quality of each Class of
the Notes or makes it impractical or inadvisable to proceed with completion
of the public offering or the sale of and payment for each Class of the
Notes; (ii) any suspension or limitation of trading in securities generally
on the New York Stock Exchange, or any setting of minimum prices for trading
on such exchange; (iii) any banking moratorium declared by Federal,
California or New York authorities; or (iv) any outbreak or escalation of
major hostilities in which the United States is involved, any declaration of
war by Congress or any substantial national or international calamity or
emergency if, in the judgment of a majority in interest of the Underwriters
(including the Representative), the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or inadvisable to
proceed with completion of the public offering or the sale of and payment for
each Class of the Notes.
27
<PAGE>
10. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS. If any Underwriter
or Underwriters default in their obligations to purchase Notes hereunder on
the Closing Date and the aggregate principal amount of Notes that such
defaulting Underwriter or Underwriters agreed but failed to purchase does not
exceed 10% of the total principal amount of Notes that the Underwriters are
obligated to purchase on such Closing Date, the Representative may make
arrangements satisfactory to the Transferors, for the purchase of such Notes
by other persons, including any of the Underwriters, but if no such
arrangements are made by such Closing Date, the nondefaulting Underwriters
shall be obligated severally, in proportion to their respective commitments
hereunder, to purchase the Notes that such defaulting Underwriters agreed but
failed to purchase on such Closing Date. If any Underwriter or Underwriters
so default and the aggregate principal amount of Notes with respect to which
such default or defaults occur exceeds 10% of the total principal amount of
Notes that the Underwriters are obligated to purchase on such Closing Date
and arrangements satisfactory to the Representative and the Transferors for
the purchase of such Notes by other persons are not made within 36 hours
after such default, this Agreement will terminate without liability on the
part of any non-defaulting Underwriter or the Transferors, except as provided
in Section 8. As used in this Agreement, the term "Underwriter" includes any
person substituted for an Underwriter under this Section. Nothing herein will
relieve a defaulting Underwriter from liability for its default.
11. NOTICES. All communications hereunder will be in writing and,
if sent to the Underwriters, will be mailed, delivered or sent by facsimile
and confirmed to the Representative at Eleven Madison Avenue, 23rd Floor, New
York, New York lOOlO, Attention: Investment Banking Department--Transactions
Advisory Group (facsimile: (212) 325-8261), if sent to HTC LP, will be mailed
or delivered to it at 700 Van Ness Avenue, Torrance, California 90501,
Attention: John I. Weisickle, (telephone: (310) 781-6146), if sent to HTD LP,
will be mailed or delivered to it at 700 Van Ness Avenue, Torrance,
California 90501, Attention: John Weisickle, (telephone: (310) 781-6148), and
if to AHFC, will be mailed, delivered or sent by facsimile transmission and
confirmed to it at 700 Van Ness Avenue, Torrance, California 90501,
Attention: John I. Weisickle, (facsimile: (310) 787-3910), PROVIDED that any
notice to an Underwriter pursuant to Section 7 will be mailed, delivered or
telecopied and confirmed to such Underwriter.
12. SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 7
hereof, and no other person will have any right or obligation hereunder.
13. NO BANKRUPTCY PETITION. Each Underwriter agrees that, prior to
the date which is one year and one day after the payment in full of all
securities issued by the Transferors or by a trust for which either
Transferor was the depositor which securities were rated by any nationally
recognized statistical rating organization, it will not institute against, or
join any other person in instituting against, the Transferors, any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other proceedings under any Federal or state bankruptcy or
similar law.
28
<PAGE>
14. REPRESENTATION OF UNDERWRITERS. The Representative will act for
the several Underwriters in connection with this financing, and any action
under this Agreement taken by the Representative will be binding upon all the
Underwriters.
15. REPRESENTATIONS AND WARRANTIES OF UNDERWRITERS. With respect to
any offers or sales of the Notes in the United Kingdom (and solely with
respect to any such offers and sales) each Underwriter severally and not
jointly makes the following representations and warranties:
(a) Each Underwriter has not offered or sold and will not offer
or sell, prior to the date six months after their date of issuance, any Notes
to persons in the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted in and will not result in an offer to
the public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995;
(b) Each Underwriter has complied and will comply with all
applicable provisions of the Financial Services Act 1986 ("FSA") with respect
to anything done by such Underwriter in relation to the Notes in, from or
otherwise involving the United Kingdom; and
(c) Each Underwriter will have only issued or passed on and
will only issue or pass on in the United Kingdom any document received by it
in connection with the issue of the Notes, to a person who is of a kind
described in Article 11(3) of the FSA (Investment Advertisements)
(Exemptions) Order 1996 or is a person to whom such document may otherwise
lawfully be issued or passed on.
16. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original but all such
counterparts shall together constitute one and the same Agreement.
17. Applicable Law; Submission to Jurisdiction.
(a) This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
(b) Each of the Transferors and AHFC hereby submits to the
nonexclusive jurisdiction of the Federal and state courts in the Borough of
Manhattan in The City of New York in any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.
29
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us one of the counterparts duplicate
hereof, whereupon it will become a binding agreement among HTC LP, HTD LP,
AHFC and the Underwriters in accordance with its terms.
Very truly yours,
HONDA TITLING C L.P.
By: HONDA TITLING C LLC,
its general partner
By: HONDA FUNDING INC.,
its manager
By:
------------------------
Name: Y. Yohama
Title: President
HONDA TITLING D L.P.
BY: HONDA TITLING D LLC,
its general partner
BY: HONDA FUNDING INC.,
its manager
By:
------------------------
Name: Y. Yohama
Title: President
AMERICAN HONDA FINANCE CORPORATION
By:
------------------------
Name: Y. Yohama
Title: President
CONFIRMED AND ACCEPTED,
as of the date first above written
CREDIT SUISSE FIRST BOSTON
CORPORATION
By:
--------------------------
Name:
Title:
For itself and as Representative of the other Underwriters named in schedule I
hereto.
30
<PAGE>
<TABLE>
<CAPTION>
Principal Principal Principal Principal Principal Principal Principal
Amount of Amount of Amount of Amount of Amount of Amount of Amount of
Class A-1 Class A-2 Class A-3 Class A-4 Class A-5 Class B Class C
Name of Underwriter Notes Notes Notes Notes Notes Notes Notes
- ------------------------- ------------ ------------ ------------ ------------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Credit Suisse First $159,600,000 $151,200,000 $168,000,000 $ 420,000,000 $338,940,000 449,500,000 $49,500,000
Boston...................
J.P. Morgan Securities 57,000,000 54,000,000 60,000,000 150,000,000 121,050,000 16,500,000 16,500,000
Inc......................
Banc of America 38,000,000 36,000,000 40,000,000 100,000,000 80,700,000 0 0
Securities LLc...........
Chase Securities Inc..... 38,000,000 36,000,000 40,000,000 100,000,000 80,700,000 0 0
ABN AMRO Incorporated.... 19,000,000 18,000,000 20,000,000 50,000,000 40,350,000 0 0
Banc One Capital 19,000,000 18,000,000 20,000,000 50,000,000 40,350,000 0 0
Markets, Inc.............
Barclays Capital......... 19,000,000 18,000,000 20,000,000 50,000,000 40,350,000 0 0
Salomon Smith Barney Inc. 19,000,000 18,000,000 20,000,000 50,000,000 40,350,000 0 0
SG Cowen Securities 11,400,000 10,800,000 12,000,000 30,000,000 24,210,000 0 0
Corporation..............
------------ ------------ ------------ ------------- ------------ ----------- -----------
Total................. $380,000,000 $360,000,000 $400,000,000 1,000,000,000 $807,000,000 $66,000,000 $66,000,000
============ ============ ============ ============= ============ =========== ===========
</TABLE>
31
<PAGE>
Exhibit 4.1
- --------------------------------------------------------------------------------
HONDA TITLING C L.P.,
and
HONDA TITLING D L.P.,
as Transferors,
U.S. BANK NATIONAL ASSOCIATION,
as Owner Trustee,
WILMINGTON TRUST COMPANY,
as Delaware Owner Trustee,
and
THE BANK OF NEW YORK,
as Indenture Trustee
HONDA AUTO LEASE TRUST 1999-A
AUTO LEASE ASSET-BACKED NOTES AND CERTIFICATES
----------------------------------
1999-A SECURITIZATION TRUST AGREEMENT
Dated as of July 1, 1999
-------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
ARTICLE ONE
DEFINITIONS
Section 1.01 Definitions.....................................................................................5
Section 1.02 Interpretive Provisions.........................................................................6
ARTICLE TWO
CREATION OF TRUST; ESTABLISHMENT OF SUBI SECURITIES ACCOUNT
Section 2.01 Creation of Trust; Establishment of SUBI Securities Account.....................................6
Section 2.02 Office..........................................................................................7
Section 2.03 Appointment of Owner Trustees...................................................................7
Section 2.04 Conveyance of the 1999-A SUBI Certificates......................................................8
Section 2.05 Purposes and Powers.............................................................................9
Section 2.06 Acceptance by the 1999-A Owner Trustee.........................................................11
Section 2.07 Title to Trust Property........................................................................11
Section 2.08 Situs of Trust.................................................................................11
Section 2.09 Tax Reporting..................................................................................12
Section 2.10 Transfer of Collections........................................................................12
Section 2.11 Conveyance of the 1999-A Residual Value Insurance Certificates.................................12
ARTICLE THREE
ACCOUNTS; DISTRIBUTIONS; THE RESERVE FUND; STATEMENTS TO
SECURITYHOLDERS
Section 3.01 1999-A Note Distribution Account; 1999-A Certificate Distribution Account; 1999-A
Residual Value Insurance Proceeds Account; Reserve Fund........................................14
Section 3.02 Collections....................................................................................15
Section 3.03 Distributions..................................................................................16
Section 3.04 The Reserve Fund...............................................................................22
Section 3.05 Statements to Securityholders..................................................................28
Section 3.06 Agreement to Transfer Residual Value Insurance Proceeds........................................31
ARTICLE FOUR
CERTIFICATES
Section 4.01 The Certificates...............................................................................32
Section 4.02 Authentication and Delivery of Certificates....................................................32
</TABLE>
-i-
<PAGE>
TABLE OF CONTENTS
(CONTINUED)
<TABLE>
<S> <C> <C>
Section 4.03 No Transfer of the Certificates................................................................32
Section 4.04 Mutilated, Destroyed, Lost or Stolen Certificates..............................................32
Section 4.05 Persons Deemed Owners..........................................................................33
ARTICLE FIVE
THE TRANSFERORS
Section 5.01 Representations of the Transferors.............................................................33
Section 5.04 Limitation on Liability of the Transferors and Others..........................................37
Section 5.05 The Transferors May Own Notes..................................................................37
Section 5.06 No Transfer....................................................................................37
Section 5.07 Tax Matters Partner............................................................................37
ARTICLE SIX
THE 1999-A OWNER TRUSTEE
Section 6.01 Duties of the 1999-A Owner Trustee and the Delaware Owner Trustee..............................38
Section 6.02 Certain Matters Affecting the 1999-A Owner Trustee and the Delaware Owner Trustee..............40
Section 6.03 1999-A Owner Trustee and Delaware Owner Trustee Not Liable for Notes, Certificates or
Leases.........................................................................................40
Section 6.04 1999-A Owner Trustee May Own Securities........................................................41
Section 6.05 1999-A Owner Trustee's Fees and Expenses.......................................................41
Section 6.06 Eligibility Requirements for 1999-A Owner Trustee..............................................42
Section 6.07 Resignation or Removal of 1999-A Owner Trustee; Resignation of Delaware Owner Trustee..........42
Section 6.08 Successor 1999-A Owner Trustee or Delaware Owner Trustee.......................................43
Section 6.09 Merger or Consolidation of 1999-A Owner Trustee or Delaware Owner Trustee......................44
Section 6.10 Appointment of Co-Trustee or Separate 1999-A Owner Trustee.....................................44
Section 6.11 Representations and Warranties of 1999-A Owner Trustee.........................................45
Section 6.12 Tax Returns....................................................................................46
Section 6.13 1999-A Owner Trustee May Enforce Claims Without Possession of the Certificates.................46
Section 6.14 Suit for Enforcement...........................................................................46
Section 6.15 Rights of 1999-A Indenture Trustee to Direct 1999-A Owner Trustee..............................47
Section 6.16 No Petition....................................................................................47
Section 6.17 Authority to Execute...........................................................................47
Section 6.18 Management of the 1999-A Securitization Trust..................................................48
Section 6.19 Negative Pledge................................................................................48
</TABLE>
-ii-
<PAGE>
TABLE OF CONTENTS
(CONTINUED)
<TABLE>
<S> <C> <C>
ARTICLE SEVEN
TERMINATION
Section 7.01 Dissolution and Termination of the 1999-A Securitization Trust.................................48
Section 7.02 Optional Purchase of 1999-A SUBI Certificates..................................................49
ARTICLE EIGHT
TAX MATTERS
Section 8.01 Tax and Accounting Characterization............................................................49
ARTICLE NINE
MISCELLANEOUS PROVISIONS
Section 9.01 Amendment......................................................................................50
Section 9.02 Protection of Title to 1999-A Securitization Trust.............................................52
Section 9.03 Limitations on Rights of Others................................................................53
Section 9.04 Notices........................................................................................53
Section 9.05 Severability of Provisions.....................................................................53
Section 9.06 Counterparts...................................................................................53
Section 9.07 Successors and Assigns.........................................................................53
Section 9.08 No Recourse....................................................................................54
Section 9.09 Headings.......................................................................................54
Section 9.10 Governing Law..................................................................................54
Section 9.11 Certificates Nonassessable and Fully Paid......................................................54
</TABLE>
-iii-
<PAGE>
EXHIBITS
<TABLE>
<S> <C>
Exhibit A - Form of Certificate.................................. A-1
Exhibit B - Form of Certificate of Trust......................... B-1
</TABLE>
i
<PAGE>
1999-A SECURITIZATION TRUST AGREEMENT
This 1999-A SECURITIZATION TRUST AGREEMENT, dated as of July 1, 1999
(as it may be amended, supplemented or restated from time to time, the "1999-A
Securitization Trust Agreement"), is made with respect to the formation of the
HONDA AUTO LEASE TRUST 1999-A (the "1999-A Securitization Trust"), by and among
HONDA TITLING C L.P., a Delaware limited partnership ("HTC LP"), HONDA TITLING D
L.P., a Delaware limited partnership ("HTD LP" and, together with HTC LP, the
"Transferors"), U.S. BANK NATIONAL ASSOCIATION, a national banking association
("U.S. Bank"), as owner trustee (in such capacity, the "1999-A Owner Trustee"),
WILMINGTON TRUST COMPANY, a Delaware corporation, as Delaware owner trustee (in
such capacity, the "Delaware Owner Trustee"), and THE BANK OF NEW YORK, a New
York banking corporation, as indenture trustee (in such capacity, the "1999-A
Indenture Trustee").
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 1.01 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 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"),
<PAGE>
(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, among 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 Origination Trustee, on behalf of the
Origination Trust, and the Servicer are entering into the 1999-A Servicing
Supplement, dated as of July 1, 1999 (as amended, supplemented or restated from
time to time, the "1999-A Servicing Supplement") pursuant to which, among other
things, the terms of the Origination Trust Agreement and the Servicing
Agreement, dated April 1, 1998, by and among the UTI Beneficiaries, the Servicer
and the Origination Trust will be supplemented insofar as they apply solely to
the servicing of the 1999-A SUBI Sub-Trust created by the 1999-A SUBI Supplement
to provide for further specific servicing obligations that will benefit the SUBI
Beneficiaries with respect to the 1999-A SUBI created by the 1999-A SUBI
Supplement.
F. 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
2
<PAGE>
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 (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.
G. 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.
H. 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").
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I. 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 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.
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 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.
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 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.
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 (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.
M. 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
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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 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.
N. The parties hereto desire to enter into this 1999-A
Securitization Trust Agreement to continue 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 the 1999-A SUBI Certificates to the 1999-A Securitization
Trust 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
O. Also pursuant to this 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.
P. 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.
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 1999-A
Securitization Trust Agreement, 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 Agreement of Definitions
(as it may be amended, supplemented or restated from time to time, the
"Agreement of Definitions"), dated as of July 1, 1999, by and among the
Origination Trustee, the Delaware Trustee, HTA LP, HTB LP, HTC LP, HTD LP, the
Servicer, the Delaware Owner Trustee, the 1999-A Indenture Trustee and U.S.
Bank, as trust agent and as owner trustee;
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PROVIDED, HOWEVER, in the event of any conflict between a definition set forth
both herein and the Agreement of Definitions, the definition set forth herein
shall prevail.
Section 1.02 INTERPRETIVE PROVISIONS. For all purposes of this 1999-A
Securitization Trust Agreement, except as otherwise expressly provided or unless
the context otherwise requires, (i) terms used in this 1999-A Securitization
Trust Agreement include, as appropriate, all genders and the plural as well as
the singular, (ii) references to this 1999-A Securitization Trust Agreement
include all Exhibits and Schedules hereto, (iii) references to words such as
"herein", "hereof" and the like shall refer to this 1999-A Securitization Trust
Agreement as a whole and not to any particular part, Article or Section within
this 1999-A Securitization Trust Agreement, (iv) references to a section such as
"Section 2.01" or an Article such as "Article Two" shall refer to the applicable
Section or Article of this 1999-A Securitization Trust Agreement, (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.
ARTICLE TWO
CREATION OF TRUST; ESTABLISHMENT OF SUBI
SECURITIES ACCOUNT
Section 2.01 CREATION OF TRUST; ESTABLISHMENT OF SUBI SECURITIES
ACCOUNT.
(a) CREATION OF TRUST. Upon the execution of this 1999-A Securitization
Trust Agreement by the parties hereto, there is hereby continued the "Honda Auto
Lease Trust 1999-A". It is the intention of the parties hereto that the 1999-A
Securitization Trust constitute a business trust under the Business Trust
Statute and that this 1999-A Securitization Trust Agreement constitute the
governing instrument of such business trust.
(b) (i) THE 1999-A NOTE SECURITIZATION TRUST AS A SEPARATE SERIES. A
separate series of the 1999-A Securitization Trust shall be established as
provided in Section 3806(b)(2) of the Business Trust Statute and shall be known
as the "1999-A Note Securitization Trust". The debts, liabilities, obligations
and expenses incurred, contracted for or otherwise existing with respect to the
1999-A Note Securitization Trust or the assets held thereby shall be enforceable
against the assets held by the 1999-A Note Securitization Trust only, and not
against the assets of the 1999-A Securitization Trust generally or against the
assets held by any other series of the 1999-A Securitization Trust. Separate and
distinct records shall be maintained for the 1999-A Note Securitization Trust,
and the assets held by the 1999-A Note Securitization Trust shall be held and
accounted for separately from the other assets of the 1999-A Securitization
Trust or any other series of the 1999-A Securitization Trust.
(ii) THE 1999-A RESIDUAL VALUE INSURANCE CO-TRUST AS A SEPARATE
SERIES. A separate series of the 1999-A Securitization Trust shall be
established as provided in Section
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3806(b)(2) of the Business Trust Statute and shall be known as the "1999-A
Residual Value Insurance Co-Trust". The debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to the
1999-A Residual Value Insurance Co-Trust or the assets held thereby shall be
enforceable against the assets held by the 1999-A Residual Value Insurance
Co-Trust only, and not against the assets of the 1999-A Securitization Trust
generally or against the assets held by any other series of the 1999-A
Securitization Trust. Separate and distinct records shall be maintained for the
1999-A Residual Value Insurance Co-Trust, and the assets held by the 1999-A
Residual Value Insurance Co-Trust shall be held and accounted for separately
from the other assets of the 1999-A Securitization Trust or any other series of
the 1999-A Securitization Trust.
(c) ESTABLISHMENT OF 99.8% 1999-A SUBI SECURITIES ACCOUNT.
(i) Pursuant to the 1999-A Securities Accounts Control
Agreement, a securities account (as such term is defined in Section
8-501(a) of the UCC) (the "99.8% 1999-A SUBI Securities Account") will
be established by and maintained with U.S. Bank, in its capacity as the
1999-A Securities Intermediary, for the benefit of the 1999-A
Securitization Trust.
(ii) HTC LP and HTD LP shall direct the 1999-A Securities
Intermediary to credit to the 99.8% 1999-A SUBI Securities Account the
interests in the 1999-A SUBI Certificates transferred, assigned or
otherwise conveyed by HTC LP and HTD LP as described in Section 2.04.
(d) ESTABLISHMENT OF 1999-A RESIDUAL VALUE INSURANCE SECURITIES
ACCOUNT.
(i) Pursuant to the 1999-A Securities Accounts Control
Agreement, a securities account (as such term is defined in Section
8-501(a) of the UCC) (the "1999-A Residual Value Insurance Securities
Account") will be established by and maintained with U.S. Bank, in its
capacity as the 1999-A Securities Intermediary, for the benefit of the
1999-A Securitization Trust in respect of the 1999-A Residual Value
Insurance Co-Trust.
(ii) HTC LP and HTD LP shall direct the 1999-A Securities
Intermediary to credit to the 1999-A Residual Value Insurance
Securities Account the interests in the 1999-A Residual Value Insurance
Certificates transferred, assigned or otherwise conveyed by HTC LP and
HTD LP as described in Section 2.11.
Section 2.02 OFFICE. The chief executive office and principal place of
business of the 1999-A Securitization Trust shall be in care of the 1999-A Owner
Trustee, initially at the Corporate Trust Office and thereafter at such other
address in the United States as the 1999-A Owner Trustee may designate by
written notice to the Certificateholders, the Noteholders, HTC LP, HTD LP, the
Delaware Owner Trustee and the 1999-A Indenture Trustee.
Section 2.03 APPOINTMENT OF OWNER TRUSTEES. HTC LP and HTD LP hereby appoint the
1999-A Owner Trustee as trustee of the 1999-A Securitization Trust and appoint
the Delaware Owner Trustee as the co-trustee of the 1999-A Securitization Trust,
in each case with respect to both the 1999-A Note Securitization Trust and the
1999-A Residual Value Insurance
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Co-Trust, and in each case effective as of the date hereof, to have all the
rights, powers and duties set forth herein, and the 1999-A Owner Trustee and the
Delaware Owner Trustee hereby accept such appointment. The 1999-A Owner Trustee
and the Delaware Owner Trustee shall file the Certificate of Trust with the
Delaware Secretary of State.
Section 2.04 CONVEYANCE OF THE 1999-A SUBI CERTIFICATES.
(a) CONVEYANCE TO THE 1999-A OWNER TRUSTEE. In consideration of the
1999-A Securitization Trust's delivery to HTC LP and HTD LP of (i) executed and
authenticated Notes, in authorized denominations in the aggregate equal to the
Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial
Class A-3 Note Balance, the Initial Class A-4 Note Balance, the Initial Class
A-5 Note Balance, the Initial Class B Note Balance and the Initial Class C Note
Balance, and (ii) executed and authenticated Certificates, HTC LP and HTD LP do
hereby transfer, assign and otherwise convey to the 1999-A Owner Trustee, in
trust for the benefit of the Noteholders and the Certificateholders, to the full
extent of HTC LP's and HTD LP's interest therein, without recourse (subject to
HTC LP's and HTD LP's obligations herein):
(i) all right, title and interest of HTC LP in and to the HTC
LP 1999-A SUBI Certificate, the rights in and benefits of the HTC LP
1999-A SUBI Interest evidenced by the HTC LP 1999-A SUBI Certificate
and all monies due thereon and paid thereon or in respect thereof on
and after the Cutoff Date; PROVIDED, HOWEVER, that the transfer of such
HTC LP 1999-A SUBI Certificate may be uncertificated and evidenced
solely by book-entry registration of such transfer;
(ii) all right, title and interest of HTD LP in and to the HTD
LP 1999-A SUBI Certificate, the rights in and benefits of the HTD LP
1999-A SUBI Interest evidenced by the HTD LP 1999-A SUBI Certificate
and all monies due thereon and paid thereon or in respect thereof on
and after the Cutoff Date; PROVIDED, HOWEVER, that the transfer of such
HTD LP 1999-A SUBI Certificate may be uncertificated and evidenced
solely by book-entry registration of such transfer;
(iii) the right to realize upon any property that may be
deemed to secure the foregoing;
(iv) all rights accruing to the holder of the 1999-A SUBI
Certificates under the 1999-A SUBI Supplement, the Origination Trust
Agreement, the 1999-A Servicing Supplement, the Servicing Agreement,
this 1999-A Securitization Trust Agreement and the 1999-A SUBI
Certificates Purchase and Sale Agreement;
(v) all rights accruing to the holder of the 1999-A SUBI
Certificates as a beneficiary of amounts held in the 1999-A SUBI
Accounts; and
(vi) all proceeds of the foregoing; PROVIDED, HOWEVER, that
all monies and payments due or payable under the Residual Value
Insurance Policy or any other residual value insurance policies
applicable to the 1999-A Leased Vehicles or the 1999-A Contracts and
the right to receive such payments and monies are being transferred to
the 1999-A Residual Value Insurance Co-Trust and are not hereby
transferred, assigned or otherwise conveyed to the 1999-A Note
Securitization Trust nor will they, under any
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circumstances, be subject to the Lien of the 1999-A Securitization
Trust or any claim by the 1999-A Note Securitization Trust.
(b) GRANT OF SECURITY INTEREST.
(i) The parties hereto intend that the transfer of the 1999-A
SUBI Certificates to the 1999-A Securitization Trust hereunder be a
sale. In the event that the transfers hereunder of the 1999-A SUBI
Certificates are for any reason not considered a sale, each of HTC LP
and HTD LP hereby also grants to the 1999-A Owner Trustee a security
interest in all of its right, title and privileges and interest in and
to the foregoing (exclusive of the monies and payments referred to in
Section 2.04(a)(v)), and the 1999-A Owner Trustee shall have all the
rights, powers and privileges thereto and therein of a secured party
under the Delaware UCC.
(ii) Pursuant to the Indenture, the 1999-A Securitization
Trust shall grant to the 1999-A Indenture Trustee, for the benefit of
the Noteholders, a security interest in the 1999-A SUBI Certificates
and the related property set forth in Section 2.04(a).
(c) TERMINATION. The rights and powers granted herein to the 1999-A
Owner Trustee have been granted in order to perfect its security interests in
the assets referred to in Section 2.04(a), are powers coupled with an interest
and will not be affected either by the bankruptcy of any other person or entity
or by the lapse of time. The obligations of the 1999-A Securities Intermediary
hereunder shall continue in effect until the security interests of the 1999-A
Owner Trustee in the 99.8% 1999-A SUBI Securities Account have been terminated
pursuant to the terms of this 1999-A Securitization Trust Agreement and the
1999-A Owner Trustee has notified the 1999-A Securities Intermediary of such
termination in writing. Upon (i) a termination of this 1999-A Securitization
Trust Agreement pursuant to Section 7.01(a)(i) or (iii), the 1999-A Owner
Trustee is hereby authorized to convey all interest in (x) the HTC LP 1999-A
SUBI Certificate and the HTC LP 1999-A SUBI Interest evidenced thereby to HTC LP
and (y) the HTD LP 1999-A SUBI Certificate and the HTD LP 1999-A SUBI Interest
evidenced thereby to HTD LP, and (ii) a termination of this 1999-A
Securitization Trust Agreement pursuant to Section 7.01(a)(ii) or a repurchase
of the 1999-A SUBI Certificates and the Retained 1999-A SUBI Certificates by the
Servicer pursuant to Section 7.02, the 1999-A Owner Trustee is hereby authorized
to convey to the Servicer all interests in the 1999-A SUBI Certificates and the
1999-A SUBI Interest evidenced thereby. Upon a termination of this 1999-A
Securitization Trust Agreement pursuant to Section 7.01(a)(iv), the 1999-A Owner
Trustee is hereby authorized to convey, as applicable, all interests in the
1999-A SUBI Certificates and the 1999-A SUBI Interest evidenced thereby to the
purchaser thereof. The 1999-A Owner Trustee shall not be responsible for or have
any liability with respect to any losses incurred in connection with any such
liquidation, other than as a result of its own negligence or willful
misfeasance.
Section 2.05 PURPOSES AND POWERS.
(a) As permitted by Section 3806(b)(2) of the Business Trust Statute,
the 1999-A Note Securitization Trust and the 1999-A Residual Value Insurance
Co-Trust are each designated as a series of the 1999-A Securitization Trust and
shall have separate business purposes and powers as set forth in subsections (b)
and (c) of this Section 2.05.
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(b) The sole purpose of the 1999-A Securitization Trust in respect of
the 1999-A Note Securitization Trust is to conserve the 1999-A Securitization
Trust Estate and collect and disburse the periodic income therefrom for the use
and benefit of the Certificateholders and the Noteholders and, in furtherance of
such purpose, to engage in the following ministerial activities:
(i) to acquire the 1999-A SUBI Certificates and the other
property of the 1999-A Securitization Trust Estate with respect to the
1999-A Note Securitization Trust from HTC LP and HTD LP in exchange for
the issuance and delivery of the Notes and the Certificates;
(ii) to issue the Certificates pursuant to this 1999-A
Securitization Trust Agreement, to pledge the 1999-A SUBI Certificates
to the 1999-A Indenture Trustee in exchange for the executed and
authenticated Notes and to deliver to, or upon the order of, HTC LP and
HTD LP the executed Notes and the Certificates;
(iii) to pay interest on and principal of the Notes and the
Certificates;
(iv) to assign, grant, transfer, pledge, mortgage and convey
to the 1999-A Indenture Trustee the 1999-A SUBI Certificates pursuant
to the Indenture as security for the Notes and to hold, manage and
distribute to the Certificateholders pursuant to the terms of this
1999-A Securitization Trust Agreement any portion of the 1999-A
Securitization Trust Estate released from the Lien of, and remitted to
the 1999-A Securitization Trust pursuant to, the Indenture;
(v) to enter into and perform its obligations under the 1999-A
Securitization Documents to which the 1999-A Securitization Trust is a
party;
(vi) to engage in other transactions, including entering into
agreements, that are necessary, suitable or convenient to accomplish
the foregoing or that are incidental thereto or connected therewith;
and
(vii) subject to compliance with the 1999-A Securitization
Documents, to engage in such other activities as may be required in
connection with conserving the 1999-A Securitization Trust Estate and
making distributions to the Noteholders and the Certificateholders.
The 1999-A Securitization Trust in respect of the 1999-A Note
Securitization Trust shall not engage in any activity other than in connection
with the foregoing or other than as required or authorized by the terms of this
1999-A Securitization Trust Agreement or the other 1999-A Securitization
Documents.
(c) The sole purpose of the 1999-A Securitization Trust in respect of
the 1999-A Residual Value Insurance Co-Trust is to conserve the 1999-A Residual
Value Insurance Certificates and the 1999-A Residual Value Insurance Proceeds
represented thereby and collect and disburse the periodic income therefrom in
accordance with the terms of the Co-Trust Insurance Premium Subordinated Notes
and, in furtherance of such purpose, to engage in the following ministerial
activities:
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(i) to acquire the 1999-A Residual Value Insurance
Certificates from HTC LP and HTD LP in exchange for the issuance and
delivery to HTC LP and HTD LP of the Co-Trust Insurance Premium
Subordinated Notes;
(ii) to enter into and perform its obligations under the
1999-A Securitization Documents to which the 1999-A Securitization
Trust in respect of the 1999-A Residual Value Insurance Co-Trust is a
party; and
(iii) to engage in other transactions, including entering into
agreements, that are necessary, suitable or convenient to accomplish
the foregoing or that are incidental thereto or connected therewith
The 1999-A Securitization Trust in respect of the 1999-A Residual Value
Insurance Co-Trust shall not engage in any activity other than in connection
with the foregoing or other than as required or authorized by the terms of this
1999-A Securitization Trust Agreement or the other 1999-A Securitization
Documents.
(d) The 1999-A Securitization Trust shall not engage in any activity
other than as required or permitted by clauses (b) and (c) of this Section 2.05.
Section 2.06 ACCEPTANCE BY THE 1999-A OWNER TRUSTEE. The 1999-A Owner
Trustee hereby accepts on behalf of the 1999-A Securitization Trust in respect
of the 1999-A Note Securitization Trust all consideration conveyed by HTC LP and
HTD LP pursuant to Section 2.04(a) and declares that the 1999-A Owner Trustee
shall hold such consideration in trust as herein set forth for the benefit of
the Noteholders and the Certificateholders, subject to the terms and provisions
of this 1999-A Securitization Trust Agreement and the Indenture. In accepting
the 1999-A SUBI Certificates, the 1999-A Owner Trustee hereby releases all
claims to the Trust Assets allocated to the UTI Sub-Trust or any other Sub-Trust
and, in the event that such release is not given effect, to fully subordinate
all claims it may be deemed to have against the Trust Assets allocated thereto.
Section 2.07 TITLE TO TRUST PROPERTY. Legal title to the 1999-A
Securitization Trust Estate shall be vested at all times in the 1999-A
Securitization Trust as a separate legal entity, except where applicable law in
any jurisdiction requires title to any part of the 1999-A Securitization Trust
Estate to be vested in a trustee, in which case title shall be deemed to be
vested in the 1999-A Owner Trustee, a co-trustee or a separate trustee, as the
case may be.
Section 2.08 SITUS OF TRUST. The 1999-A Securitization Trust shall be
located in the State of Delaware and administered in the State of Illinois. All
bank accounts maintained by the 1999-A Owner Trustee on behalf of the 1999-A
Securitization Trust shall be located in California, Delaware, Illinois or New
York. The 1999-A Securitization Trust shall not have any employees in any state
other than Delaware; PROVIDED, HOWEVER, that nothing herein shall restrict or
prohibit the 1999-A Owner Trustee from having employees within or without the
State of Delaware. Payments shall be received by the 1999-A Securitization Trust
only in California, Delaware, Illinois or New York and payments shall be made by
the 1999-A Securitization Trust only from California, Delaware, Illinois or New
York.
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Section 2.09 TAX REPORTING. Unless otherwise required by appropriate
tax authorities, the 1999-A Securitization Trust shall not file or cause to be
filed annual or other income or franchise tax returns and shall not be required
to obtain any taxpayer identification number.
Section 2.10 TRANSFER OF COLLECTIONS. 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 (excluding 1999-A Residual Value Insurance Proceeds or any proceeds from
any other residual value insurance policies) and, except as provided in this
1999-A Securitization Trust Agreement, the 1999-A SUBI Supplement and the 1999-A
Servicing Supplement, neither the Origination Trustee nor the Servicer has any
right to direct such funds to a third party or to receive such funds (other than
to receive such funds pursuant to an investment thereof in Eligible Investments
on which Origination Trustee is the obligor).
Section 2.11 CONVEYANCE OF THE 1999-A RESIDUAL VALUE INSURANCE
CERTIFICATES.
(a) CONVEYANCE TO THE 1999-A RESIDUAL VALUE INSURANCE CO-TRUST. In
consideration of the 1999-A Securitization Trust in respect of the 1999-A
Residual Value Insurance Co-Trust's delivery to HTC LP and HTD LP of the
Co-Trust Insurance Premium Subordinated Notes, HTC LP and HTD LP do hereby
transfer, assign and otherwise convey to the 1999-A Securitization Trust in
respect of the 1999-A Residual Value Insurance Co-Trust, to the full extent of
HTC LP's and HTD LP's interest therein, without recourse (subject to HTC LP's
and HTD LP's obligations herein):
(i) all right, title and interest of HTC LP in and to the HTA
LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB
LP/HTC LP 1999-A Residual Value Insurance Certificate, the rights in
and benefits of the 1999-A Residual Value Insurance Proceeds evidenced
by the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate and
the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate and all
monies due thereon and paid thereon or in respect thereof on and after
the Cutoff Date; PROVIDED, HOWEVER, that the transfer of the HTA LP/HTC
LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTC LP
1999-A Residual Value Insurance Certificate may be uncertificated and
evidenced solely by book-entry registration of such transfer;
(ii) all right, title and interest of HTD LP in and to the HTA
LP/HTD LP 1999-A Residual Value Insurance Certificate and the HTB
LP/HTD LP 1999-A Residual Value Insurance Certificate, the rights in
and benefits of the 1999-A Residual Value Insurance Proceeds evidenced
by the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate and
the HTB LP/HTD LP 1999-A Residual Value Insurance Certificate and all
monies due thereon and paid thereon or in respect thereof on and after
the Cutoff Date; PROVIDED, HOWEVER, that the transfer of the HTA LP/HTD
LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP
1999-A Residual Value Insurance Certificate may be uncertificated and
evidenced solely by book-entry registration of such transfer;
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(iii) the right to realize upon any property that may be
deemed to secure the foregoing;
(iv) all rights accruing to the holder of the 1999-A Residual
Value Insurance Certificates under the 1999-A SUBI Supplement, this
1999-A Securitization Trust Agreement, the 1999-A Servicing Supplement
and the 1999-A SUBI Certificates Purchase and Sale Agreement; and
(v) all proceeds of the foregoing.
(b) TERMINATION. Upon a termination of this 1999-A Securitization Trust
Agreement pursuant to Section 7.01(a)(i), (ii) or (iii) or a repurchase of the
1999-A SUBI Certificates and the Retained 1999-A SUBI Certificates by the
Servicer pursuant to Section 7.02, the 1999-A Securitization Trust in respect of
the 1999-A Residual Value Insurance Co-Trust is hereby authorized to convey all
interest in (x) the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate
and the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate and the
interests in the 1999-A Residual Value Insurance Proceeds evidenced thereby to
HTC LP and (y) the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate and
the HTB LP/HTD LP 1999-A Residual Value Insurance Certificate and the interests
in the 1999-A Residual Value Insurance Proceeds evidenced thereby to HTD LP.
Upon a termination of this 1999-A Securitization Trust Agreement pursuant to
Section 7.01(a)(iv), the 1999-A Securitization Trust in respect of the 1999-A
Residual Value Insurance Co-Trust is hereby authorized to convey, as applicable,
all interests in the 1999-A Residual Value Insurance Certificates and the
interests in the 1999-A Residual Value Insurance Proceeds evidenced thereby to
the purchaser thereof. The 1999-A Securitization Trust in respect of the 1999-A
Residual Value Insurance Co-Trust shall not be responsible for or have any
liability with respect to any losses incurred in connection with any such
liquidation, other than as a result of its own negligence or willful
misfeasance.
(c) ACCEPTANCE. The 1999-A Owner Trustee hereby accepts on behalf of
the 1999-A Securitization Trust in respect of the 1999-A Residual Value
Insurance Co-Trust all consideration conveyed by HTC LP and HTD LP pursuant to
Section 2.11(a). In accepting the 1999-A Residual Value Insurance Certificates,
the 1999-A Owner Trustee hereby releases all claims to the residual value
insurance proceeds allocated to the UTI Sub-Trust or any other Sub-Trust and, in
the event that such release is not given effect, to fully subordinate all claims
it may be deemed to have against such residual value insurance proceeds
allocated thereto.
(d) TITLE TO TRUST PROPERTY. Legal title to the 1999-A Residual Value
Insurance Certificates and the 1999-A Residual Value Insurance Proceeds
represented thereby shall be vested at all times in the 1999-A Securitization
Trust as a separate legal entity and, more specifically, in the 1999-A Residual
Value Insurance Co-Trust as a separate series of the 1999-A Securitization
Trust, except where applicable law in any jurisdiction requires title to any
part of the 1999-A Residual Value Insurance Certificates or the 1999-A Residual
Value Insurance Proceeds represented thereby to be vested in a trustee, in which
case title shall be deemed to be vested in the 1999-A Owner Trustee, a
co-trustee or a separate trustee, as the case may be.
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ARTICLE THREE
ACCOUNTS; DISTRIBUTIONS; THE RESERVE FUND;
STATEMENTS TO SECURITYHOLDERS
Section 3.01 1999-A NOTE DISTRIBUTION ACCOUNT; 1999-A CERTIFICATE
DISTRIBUTION ACCOUNT; 1999-A RESIDUAL VALUE INSURANCE PROCEEDS ACCOUNT; RESERVE
FUND.
(a) ESTABLISHMENT OF THE 1999-A NOTE DISTRIBUTION ACCOUNT. The 1999-A
Indenture Trustee shall establish and maintain an Eligible Account with and in
the name of the 1999-A Indenture Trustee for the benefit of the Noteholders,
which account shall be designated the "1999-A Note Distribution Account". If for
any reason the 1999-A Note Distribution Account is no longer an Eligible
Account, the Servicer, with the assistance of the 1999-A Indenture Trustee,
shall promptly cause the 1999-A Note Distribution Account to be moved to another
institution or otherwise changed so that the 1999-A Note Distribution Account
becomes an Eligible Account. The 1999-A Owner Trustee hereby grants a security
interest in the 1999-A Note Distribution Account, all Eligible Investments
therein and all proceeds of the foregoing to the 1999-A Indenture Trustee for
the benefit of the Noteholders to secure the obligations of the 1999-A
Securitization Trust under this 1999-A Securitization Trust Agreement to the
1999-A Indenture Trustee on behalf of the Noteholders.
(b) ESTABLISHMENT OF THE 1999-A CERTIFICATE DISTRIBUTION ACCOUNT.
Pursuant to Section 9.02(f) of the 1999-A Servicing Supplement, the Servicer, on
behalf of the 1999-A Owner Trustee, shall establish and maintain an Eligible
Account with and in the name of the 1999-A Owner Trustee for the benefit of the
Certificateholders, which account shall be designated the "1999-A Certificate
Distribution Account". If for any reason the 1999-A Certificate Distribution
Account is no longer an Eligible Account, the Servicer, with the assistance of
the 1999-A Owner Trustee, shall promptly cause the 1999-A Certificate
Distribution Account to be moved to another institution or otherwise changed so
that the 1999-A Certificate Distribution Account becomes an Eligible Account.
(c) ESTABLISHMENT OF THE 1999-A RESIDUAL VALUE INSURANCE PROCEEDS
ACCOUNT. The 1999-A Owner Trustee, on behalf of the 1999-A Residual Value
Insurance Co-Trust, shall establish and maintain an Eligible Account with and in
the name of the 1999-A Owner Trustee for the benefit of the 1999-A Residual
Value Insurance Co-Trust, which account shall be designated the "1999-A Residual
Value Insurance Proceeds Account". If for any reason the 1999-A Residual Value
Insurance Proceeds Account is no longer an Eligible Account, the 1999-A Owner
Trustee, with the assistance of the 1999-A Residual Value Insurance Co-Trust,
shall promptly cause the 1999-A Residual Value Insurance Proceeds Account to be
moved to another institution or otherwise changed so that the 1999-A Residual
Value Insurance Proceeds Account becomes an Eligible Account.
(d) ESTABLISHMENT OF THE RESERVE FUND. Pursuant to Section 3.04, the
1999-A Indenture Trustee shall establish and maintain an Eligible Account with
and in the name of the 1999-A Indenture Trustee for the benefit of the
Noteholders, HTC LP and HTD LP, which account shall be designated the "Reserve
Fund". If for any reason the Reserve Fund is no longer an Eligible Account, the
Servicer, with the assistance of the 1999-A Indenture Trustee, shall promptly
cause
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the Reserve Fund to be moved to another institution or otherwise changed so that
the Reserve Fund becomes an Eligible Account.
Section 3.02 COLLECTIONS.
(a) Pursuant to Section 13.01(b) of the 1999-A SUBI Supplement and
Section 9.02(h) of the 1999-A Servicing Supplement, on each Deposit Date the
Servicer, acting on behalf of the 1999-A Owner Trustee, shall cause the transfer
of Collections in respect of the 1999-A SUBI Assets (net of amounts that may be
retained by the Servicer pursuant to the 1999-A Securitization Documents) to the
1999-A SUBI Collection Account, and, on each Distribution Date, pursuant to the
instructions of the 1999-A Owner Trustee, shall cause the transfer of funds from
the 1999-A SUBI Collection Account to (i) HTC LP and HTD LP in respect of the
Retained 1999-A SUBI Certificates, (ii) either the 1999-A Note Distribution
Account or the 1999-A Certificate Distribution Account in respect of the Notes
and the Certificates, (iii) the Reserve Fund and (iv) any other recipient
entitled to receive any such funds pursuant to Section 3.03. Such deposits shall
be made in immediately available funds, no later than 3:00 p.m., New York City
time, on the relevant Deposit Date or Distribution Date, as applicable.
(b) The 1999-A Indenture Trustee shall retain, subject to the
provisions of this 1999-A Securitization Trust Agreement and the other 1999-A
Securitization Documents, all collections on or in respect of the 1999-A SUBI
Interest transferred to the 1999-A Indenture Trustee, on behalf of the
Noteholders, in accordance with such provisions, in the 1999-A Note Distribution
Account or the Reserve Fund, as the case may be. The 1999-A Indenture Trustee
shall be deemed to have possession of such monies and collections for purposes
of Section 9-305 of the UCC of the jurisdiction in which such property is
located.
(c) The 1999-A Owner Trustee shall retain, subject to the provisions of
this 1999-A Securitization Trust Agreement and the other 1999-A Securitization
Documents, all collections on or in respect of the 1999-A SUBI Interest
transferred to the 1999-A Owner Trustee, on behalf of the Certificateholders, in
accordance with such provisions, in the 1999-A Certificate Distribution Account.
The 1999-A Owner Trustee shall be deemed to have possession of such monies and
collections for purposes of Section 9-305 of the UCC of the jurisdiction in
which such property is located.
(d) For so long as the relevant depository institution or trust company
meets the requirements of Sections 3.01(a), (b) or (c), as applicable, all
amounts in the 1999-A Note Distribution Account, the 1999-A Certificate
Distribution Account or the Reserve Fund, as applicable, shall, to the extent
permitted by applicable laws, rules and regulations, be invested, as directed by
the Servicer pursuant to Section 9.02(k) of the 1999-A Servicing Supplement, in
Eligible Investments (or, if the Servicer fails to give directions with respect
to the 1999-A Note Distribution Account or the Reserve Fund, as provided in
Section 8.03(c) of the Indenture); otherwise such amounts shall be retained in
(1) Cash or Cash equivalents or (2) a money market fund offered by the
Origination Trustee or an Affiliate of the Origination Trustee, the 1999-A
Indenture Trustee or an Affiliate of the 1999-A Indenture Trustee or the 1999-A
Owner Trustee or an Affiliate of the 1999-A Owner Trustee, in any case which
money market fund meets the requirements of clause (i) of the definition of
Eligible Investments, which investment, whether under clause (1) or clause (2),
matures no later than the Business Day immediately preceding the
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next succeeding Distribution Date. Earnings on investment of funds in the 1999-A
Note Distribution Account and the 1999-A Certificate Distribution Account shall
be retained in the 1999-A Note Distribution Account and the 1999-A Certificate
Distribution Account, as the case may be, and treated as Interest Collections
and shall constitute part of the 1999-A Securitization Trust Estate. Losses
resulting from investment of funds in the 1999-A Note Distribution Account and
the 1999-A Certificate Distribution Account
shall be charged against the funds
on deposit in the applicable account. Any funds deposited into the 1999-A
Residual Value Insurance Proceeds Account shall not be invested in any
investment other than Cash, as such funds shall be required to be immediately
transferred to HTC LP and HTD LP in accordance with Section 13.06(b) of the
1999-A SUBI Supplement.
Section 3.03 DISTRIBUTIONS.
(a) On each Determination Date, pursuant to Section 9.02(g) of the
1999-A Servicing Supplement, the Servicer shall calculate (i) amounts
distributable to the holders of the Retained 1999-A SUBI Certificates and (ii)
the Class A-1 Distributable Amount, the Class A-2 Distributable Amount, the
Class A-3 Distributable Amount, the Class A-4 Distributable Amount, the Class
A-5 Distributable Amount, the Class B Distributable Amount, the Class C
Distributable Amount, the Certificate Distributable Amount and all other amounts
to be distributed on the related Distribution Date.
(b) On each Determination Date, the Servicer shall deliver to the
1999-A Owner Trustee a Servicer's Certificate that sets forth, among other
things, the amount of Interest Collections and Principal Collections allocable
to the 1999-A SUBI Certificates, the Investor Percentage, the amount of Advances
(including, separately, any Nonrecoverable Advances), if any, to be made by or
reimbursed to the Servicer, the aggregate amount, if any, to be withdrawn from
the Reserve Fund and the 1999-A SUBI Servicing Fee and other servicing
compensation payable to the Servicer with respect to the preceding Collection
Period and related Distribution Date. On or prior to each Determination Date,
the Servicer shall also determine the Reserve Fund Requirement and any amounts
to be distributed from the Reserve Fund to the Noteholders.
(c) INTEREST DISTRIBUTIONS. The right of the Class B Noteholders to
receive distributions of Interest Collections allocable to the 1999-A SUBI
Interest in respect of the Class B Notes shall be and are subordinated to the
rights of the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3
Noteholders, the Class A-4 Noteholders and the Class A-5 Noteholders to receive
distributions of Interest Collections allocable to the 1999-A SUBI Interest
in respect of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
the Class A-4 Notes and the Class A-5 Notes, respectively, to the extent
provided in this 1999-A Securitization Trust Agreement and the Indenture. The
right of the Class C Noteholders to receive distributions of Interest
Collections allocable to the 1999-A SUBI Interest in respect of the Class C
Notes shall be and are subordinated to the rights of the Class A-1
Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class
A-4 Noteholders, the Class A-5 Noteholders and the Class B Noteholders to
receive distributions of Interest Collections allocable to the 1999-A SUBI
Interest in respect of the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes, the Class A-5 Notes and the Class B Notes,
respectively, to the extent provided in this 1999-A Securitization Trust
Agreement and the Indenture. The right of the Certificateholders to receive
distributions of Interest Collections allocable to the 1999-A SUBI
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Interest in respect of the Certificates shall be and are subordinated to the
rights of the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3
Noteholders, the Class A-4 Noteholders, the Class A-5 Noteholders, the Class
B Noteholders and the Class C Noteholders to receive distributions of
Interest Collections allocable to the 1999-A SUBI Interest in respect of the
Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4
Notes, the Class A-5 Notes, the Class B Notes and the Class C Notes,
respectively, to the extent provided in this 1999-A Securitization Trust
Agreement and the Indenture. On each Distribution Date, the Servicer shall,
pursuant to the instructions of the 1999-A Owner Trustee, transfer from the
1999-A SUBI Collection Account, and shall, pursuant to the instructions of
the 1999-A Indenture Trustee, transfer from the Reserve Fund, as applicable,
the sum of (A) the product of (i) the Investor Percentage with respect to
Interest Collections, multiplied by (ii) the Interest Collections for the
related Collection Period, (B) under the circumstances set forth in Section
3.03(f), from the Reserve Fund, the Required Amount, if any, for such
Distribution Date, (C) any amount of Principal Collections that otherwise
would be distributed to the Class B Noteholders or the Class C Noteholders
but is required to be applied to the payment of clauses (xi) through (xiii)
to Class A-5 Noteholders as described below in Section 3.03(f) and (D) any
amount of Principal Collections that otherwise would be distributed to the
Class C Noteholders but is required to be applied to the payment of clauses
(xiv), (xvi) and (xviii) to Class B Noteholders as described below in Section
3.03(f), in the following amounts and otherwise in the following order of
priority to the following Persons:
(i) in the event of an Indenture Event of Default as a result
of the 1999-A Indenture Trustee having received written instructions
from holders of Class A Notes representing a majority of the Voting
Interests thereof, voting together as a single Class, or holders of
Class A Notes, Class B Notes and Class C Notes representing a majority
of the Voting Interests thereof, voting together as a single Class, to
sell or dispose of the 1999-A SUBI Interest, to the 1999-A Indenture
Trustee, reimbursement of the Investor Percentage of Capped Indenture
Trustee Administrative Expenses, and to the 1999-A Owner Trustee,
reimbursement of the Investor Percentage of Capped Owner Trustee
Administrative Expenses;
(ii) to the 1999-A Note Distribution Account for the pro rata
payment to each Class of Class A Noteholders, interest at the related
Note Rate on the Class A-1 Note Balance, Class A-2 Note Balance, Class
A-3 Note Balance, Class A-4 Note Balance or Class A-5 Note Balance, as
applicable, as of the immediately preceding Distribution Date (after
giving effect to any reduction in such Note Balance on such immediately
preceding Distribution Date) or, in the case of the first Distribution
Date, on the Initial Class A-1 Note Balance, the Initial Class A-2 Note
Balance, the Initial Class A-3 Note Balance, the Initial Class A-4 Note
Balance or the Initial Class A-5 Note Balance, as applicable, together
with any unpaid Class A-1 Interest Carryover Shortfall, Class A-2
Interest Carryover Shortfall, Class A-3 Interest Carryover Shortfall,
Class A-4 Interest Carryover Shortfall or Class A-5 Interest Carryover
Shortfall, as applicable;
(iii) to the 1999-A Note Distribution Account for payment to
the Class B Noteholders, interest at the Class B Note Rate on the Class
B Note Balance as of the immediately preceding Distribution Date (after
giving effect to any reduction in the Class B Note Balance on such
immediately preceding Distribution Date) or, in the case of
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the first Distribution Date, on the Initial Class B Note Balance,
together with any unpaid Class B Interest Carryover Shortfall;
(iv) to the 1999-A Note Distribution Account for payment to
the Class C Noteholders, interest at the Class C Note Rate on the Class
C Note Balance as of the immediately preceding Distribution Date (after
giving effect to any reduction in the Class C Note Balance on such
immediately preceding Distribution Date) or, in the case of the first
Distribution Date, on the Initial Class C Note Balance, together with
any unpaid Class C Interest Carryover Shortfall;
(v) to the Servicer, reimbursement of the Investor Percentage
of Capped Contingent and Excess Liability Premiums;
(vi) to the Origination Trustee, reimbursement of the Investor
Percentage of Capped Origination Trust Administrative Expenses;
(vii) in circumstances other than as set forth in clause (i)
above, to the 1999-A Indenture Trustee, reimbursement of the Investor
Percentage of Capped Indenture Trustee Administrative Expenses, and to
the 1999-A Owner Trustee, reimbursement of the Investor Percentage of
Capped Owner Trustee Administrative Expenses;
(viii) to the Servicer, the Investor Percentage of (a) the
1999-A SUBI Servicing Fee and (b) any unpaid 1999-A SUBI Servicing Fees
payable in respect of compensation to the Servicer with respect to one
or more prior Collection Periods;
(ix) to the Reserve Fund, until the amount on deposit therein
equals the Reserve Fund Requirement;
(x) to the 1999-A Certificate Distribution Account for payment
to the Certificateholders, interest at the Certificate Rate on the
Certificate Balance as of the immediately preceding Distribution Date
(after giving effect to any reduction in the Certificate Balance on
such immediately preceding Distribution Date) or, in the case of the
first Distribution Date, on the Initial Certificate Balance, together
with any unpaid Certificate Interest Carryover Shortfall;
(xi) to the 1999-A Note Distribution Account for payment to
the Class A Noteholders, (a) so long as the Class B Note Balance has
not been reduced to zero, an amount equal to the Covered Loss Amount
for the related Distribution Date sequentially, commencing with the
Class A-1 Noteholders until the Note Balance of each such Class has
been reduced to zero, or (b) if the Class B Note Balance has been
reduced to zero, pro rata, based on the Class A-1, Class A-2, Class
A-3, Class A-4 or Class A-5 Allocation Percentage, as applicable, an
amount equal to the sum of the Covered Loss Amount and the Uncovered
Loss Amount for the related Distribution Date;
(xii) to the 1999-A Note Distribution Account for payment to
each Class of Class A Noteholders, pro rata, based upon the Class A-1,
Class A-2, Class A-3, Class A-4 and Class A-5 Note Principal Loss
Amount allocable to each such Class, in each case, in
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an amount not to exceed the amount of Note Principal Loss Amount
allocable to such Class of Class A Notes;
(xiii) to the 1999-A Note Distribution Account for payment to
each Class of Class A Noteholders, accrued and unpaid interest at the
related Note Rate on any unreimbursed Class A-1, Class A-2, Class A-3,
Class A-4 or Class A-5 Note Principal Loss Amount, as applicable;
(xiv) to the 1999-A Note Distribution Account for payment to
the Class B Noteholders, (a) if the Class C Note Balance has been
reduced to zero, an amount equal to the Uncovered Loss Amount for the
related Distribution Date plus (b) following the reduction of the Class
A Note Balance to zero, the Covered Loss Amount for the related
Distribution Date, until the Class B Note Balance is reduced to zero;
(xv) to the 1999-A Note Distribution Account for payment to
the Class C Noteholders, (a) if the Certificate Balance has been
reduced to zero, an amount equal to the Uncovered Loss Amount for the
related Distribution Date plus (b) following the reduction of the Class
B Note Balance to zero, the Covered Loss Amount for the related
Distribution Date, until the Class C Note Balance is reduced to zero;
(xvi) to the 1999-A Note Distribution Account for payment to
the Class B Noteholders, the Class B Note Principal Loss Amount as of
the close of business on the immediately preceding Distribution Date,
together with any Class B Note Principal Carryover Shortfall;
(xvii) to the 1999-A Note Distribution Account for payment to
the Class C Noteholders, the Class C Note Principal Loss Amount as of
the close of business on the immediately preceding Distribution Date,
together with any Class C Note Principal Carryover Shortfall;
(xviii) to the 1999-A Note Distribution Account for payment to
the Class B Noteholders, accrued and unpaid interest at the Class B
Note Rate on any unreimbursed Class B Note Principal Loss Amount and
any unreimbursed Class B Note Principal Carryover Shortfall;
(xix) to the 1999-A Note Distribution Account for payment to
the Class C Noteholders, accrued and unpaid interest at the Class C
Note Rate on any unreimbursed Class C Note Principal Loss Amount and
any unreimbursed Class C Note Principal Carryover Shortfall;
(xx) to the 1999-A Certificate Distribution Account for
payment to the Certificateholders, (a) an amount equal to the Uncovered
Loss Amount for the related Distribution Date plus (b) following the
reduction of the Class C Note Balance to zero, the Covered Loss Amount
for the related Distribution Date, until the Certificate Balance is
reduced to zero;
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(xxi) to the 1999-A Certificate Distribution Account for
payment to the Certificateholders, the Certificate Principal Loss
Amount as of the close of business on the immediately preceding
Distribution Date;
(xxii) to the 1999-A Certificate Distribution Account for
payment to the Certificateholders, accrued and unpaid interest at the
Certificate Rate on any unreimbursed Certificate Principal Loss Amount;
and
(xxiii) to the 1999-A Indenture Trustee, the 1999-A Owner
Trustee and the Origination Trustee, as applicable, the Investor
Percentage of all Uncapped Administrative Expenses.
(d) EXCESS INTEREST COLLECTIONS. On each Distribution Date, the
Servicer, on behalf of the 1999-A Owner Trustee, shall distribute the entire
amount of Excess Interest Collections to HTC LP and HTD LP based upon their
respective percentage ownership of the Retained 1999-A SUBI Interest; PROVIDED,
HOWEVER, in the event the ERISA Compliance Test, if applicable, is not met on
any Distribution Date, all Excess Interest Collections shall be deposited into
the Reserve Fund. Upon any such distributions to HTC LP and HTD LP of Excess
Interest Collections, neither the Noteholders nor the Certificateholders will
have any rights in or claims to such amounts.
(e) PRINCIPAL DISTRIBUTIONS. On each Distribution Date beginning with
the first Distribution Date and ending on the Distribution Date before the
Distribution Date on which the Class A-4 Notes have been paid in full, the
Servicer, pursuant to the instructions of the 1999-A Owner Trustee, shall
distribute from the 1999-A SUBI Collection Account an amount equal to the
Investor Percentage of all Principal Collections collected or received in
respect of the related Collection Period allocable to the 1999-A SUBI Interest
to (i) the 1999-A Note Distribution Account for payment to the Class A-1
Noteholders until the Class A-1 Notes have been paid in full, (ii) the 1999-A
Note Distribution Account for payment to the Class A-2 Noteholders until the
Class A-2 Notes have been paid in full, (iii) the 1999-A Note Distribution
Account for payment to the Class A-3 Noteholders until the Class A-3 Notes have
been paid in full, (iv) the 1999-A Note Distribution Account for payment to the
Class A-4 Noteholders until the Class A-4 Notes have been paid in full and (v)
the 1999-A Note Distribution Account for payment of the Class A Percentage, the
Class B Percentage and the Class C Percentage of any remaining Principal
Collections to the Class A-5 Noteholders, Class B Noteholders and Class C
Noteholders, respectively. On each Distribution Date from and after the Class
A-4 Notes have been paid in full, the Servicer, pursuant to the instructions of
the 1999-A Owner Trustee, shall distribute (i) to the 1999-A Note Distribution
Account for payment to the Class A-5 Noteholders, the Class A Percentage of
Principal Collections collected or received in respect of the related Collection
Period allocable to the 1999-A SUBI Interest, (ii) subject to subsection (f)
below, to the 1999-A Note Distribution Account for payment to the Class B
Noteholders, the Class B Percentage of such Principal Collections and (iii)
subject to subsection (f) below, to the 1999-A Note Distribution Account for
payment to the Class C Noteholders, the Class C Percentage of such Principal
Collections. On each Distribution Date after the Class C Notes have been paid in
full, the Servicer, pursuant to the instructions of the 1999-A Owner Trustee,
shall distribute to the 1999-A Certificate Distribution Account for payment to
the Certificateholders the Certificate Percentage of all Principal Collections
collected or received in respect of the related Collection
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Period allocable to the 1999-A SUBI Interest. Distributions to the 1999-A
Note Distribution Account and the 1999-A Certificate Distribution Account,
and subsequently to the Noteholders and Certificateholders, for payment
pursuant to Sections 3.03(c)(xi), (xii), (xiv) through (xvii), (xx) and (xxi)
shall constitute distributions of principal. The aggregate amount of
principal distributed to any Class of Noteholders or the Certificateholders
shall not exceed the Initial Note Balance or Initial Certificate Balance, as
the case may be, attributable to that Class of Notes or the Certificates, as
applicable. Uncovered Loss Amounts will be allocated (i) first, to the
Certificateholders until the Certificate Balance equals zero, (ii) then, to
the Class C Noteholders until the Class C Note Balance has been reduced to
zero, (iii) then, to the Class B Noteholders until the Class B Note Balance
has been reduced to zero and (iv) then, to the Class A Noteholders, pro rata,
based on the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5
Allocation Percentages.
(f) If and to the extent that the Collections available to make
distributions on a Distribution Date are insufficient to make (1) the
distributions pursuant to clauses (i) through (iv) and (xi) through (xix) of
Section 3.03(c), the Required Amount will be withdrawn from the Reserve Fund and
applied towards such shortfall as set forth in Section 3.03(c); (2) the
distributions to the Class A-5 Noteholders pursuant to clauses (xi) through
(xiii) of Section 3.03(c), then amounts otherwise available for distribution to
the Class B Noteholders and Class C Noteholders in respect of principal pursuant
to subsection (e) above will be applied toward such insufficiency; and (3) the
distributions to the Class B Noteholders pursuant to clauses (xiv), (xvi) and
(xviii) of Section 3.03(c), then amounts otherwise available for distribution to
the Class C Noteholders in respect of principal pursuant to subsection (e) above
will be applied toward such insufficiency.
If on any Distribution Date there remain any shortfalls in the amounts required
to be distributed pursuant to clauses (ii), (xi), (xii) or (xiii) of Section
3.03(c) to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3
Noteholders, the Class A-4 Noteholders and the Class A-5 Noteholders, the
amounts available will be distributed pro rata to the Class A-1 Noteholders, the
Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders and
the Class A-5 Noteholders based on the Class A-1 Allocation Percentage, the
Class A-2 Allocation Percentage, the Class A-3 Allocation Percentage, the Class
A-4 Allocation Percentage and the Class A-5 Allocation Percentage, respectively.
Notwithstanding the foregoing, if, on any Distribution Date from and after the
Distribution Date on which the Class A-4 Notes have been paid in full, there
remains any Class A-5 Aggregate Loss Amount, the Class B Principal Distributable
Amount for such date shall be reduced by such Class A-5 Aggregate Loss Amount
and such amounts shall instead be distributed to the Class A-5 Noteholders as
set forth in clauses (xi), (xii) and (xiii) of Section 3.03(c).
If on any Distribution Date there remain any shortfalls in the amounts required
to be distributed pursuant to clauses (iii), (xiv), (xvi) or (xviii) of Section
3.03(c) to the Class B Noteholders, the amounts available will be distributed
pro rata to the Class B Noteholders. Notwithstanding the foregoing, if, on any
Distribution Date from and after the Distribution Date on which the Class A-4
Notes have been paid in full, there remains any Class B Aggregate Loss Amount,
the Class C Principal Distributable Amount for such date shall be reduced by
such Class B Aggregate Loss Amount and such amounts shall instead be distributed
to the Class B Noteholders pursuant to clauses (xiv), (xvi) and (xviii) of
Section 3.03(c).
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(g) PAYMENTS TO SERVICER, 1999-A OWNER TRUSTEE, 1999-A INDENTURE
TRUSTEE AND ORIGINATION TRUSTEE. On each Distribution Date, based upon the
Servicer's Certificate, the 1999-A Owner Trustee shall pay to the Servicer the
amounts allocated pursuant to clauses (v) and (viii) of Section 3.03(c) above.
On each Distribution Date, based upon the Servicer's Certificate, the 1999-A
Owner Trustee shall pay to the Origination Trustee the amounts allocated
pursuant to clauses (vi) and (xxiii) of Section 3.03(c) above. On each
Distribution Date, based upon the Servicer's Certificate, the 1999-A Owner
Trustee shall pay to the 1999-A Indenture Trustee the amounts allocated pursuant
to clauses (vii) and (xxiii) of Section 3.03(c) above. On each Distribution
Date, the 1999-A Owner Trustee will be entitled to withdraw from the 1999-A SUBI
Collection Account for its own benefit and use, the amounts allocated pursuant
to clauses (vii) and (xxiii) of Section 3.03(c) above. However, if the Servicer
previously has made Advances in respect of any such amounts allocated pursuant
to clauses (vi), (vii) or (xxiii) of Section 3.03(c) above, the 1999-A Owner
Trustee shall instead pay the amounts allocable to clauses (vi), (vii) or
(xxiii) of Section 3.03(c) above, as applicable, to the Servicer up to the
amount of such Advances not previously reimbursed.
Notwithstanding the foregoing, in accordance with the provisions of
Section 2.06(f) of the Servicing Agreement and Section 9.02(b)(ii) of the 1999-A
Servicing Supplement, for 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
payable or reimbursable to the Servicer as compensation, in respect of Advances
or otherwise (including for amounts advanced by the Servicer for amounts
otherwise payable to the 1999-A Owner Trustee, the 1999-A Indenture Trustee, the
Origination Trustee or the 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 this Section 3.03 of this 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, the Servicer will, in each relevant
Servicer's Certificate, instruct the 1999-A Owner Trustee not to make any
distribution to the Servicer, the 1999-A Owner Trustee, the 1999-A Indenture
Trustee or the Origination Trustee to the extent that the Servicer has made any
deposit net of a corresponding amount. The 1999-A Owner Trustee will have no
obligation with respect to or liability for following any such instruction by
the Servicer.
(h) On the Final Scheduled Distribution Date of any Class of Notes or
the Certificates, an additional payment to the Noteholders of such Class or the
Certificateholders of such Class, as the case may be, shall be made as and to
the extent required by Section 3.04(e) and (g).
Section 3.04 THE RESERVE FUND.
(a) ESTABLISHMENT OF THE RESERVE FUND.
(i) In order to assure that sufficient amounts to make
required distributions to Noteholders will be available, the 1999-A
Indenture Trustee shall establish and maintain with and in the name of
the 1999-A Indenture Trustee an Eligible Account to be known
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as the "Reserve Fund", which will include the money and other property
deposited and held therein pursuant to Section 3.03 and this Section
3.04. Funds in the Reserve Fund shall be the property of the 1999-A
Securitization Trust and, to the extent provided herein, of HTC LP and
HTD LP. If for any reason the Reserve Fund is no longer an Eligible
Account, the Servicer shall, with the assistance of the 1999-A
Indenture Trustee, promptly cause the Reserve Fund to be moved to
another institution or otherwise changed so that the Reserve Fund
becomes an Eligible Account. The 1999-A Indenture Trustee shall retain,
subject to the provisions of this 1999-A Securitization Trust Agreement
and the other 1999-A Securitization Documents, all collections on or in
respect of the 1999-A SUBI Interest transferred from the 1999-A SUBI
Collection Account to the 1999-A Indenture Trustee, on behalf of the
Noteholders, in accordance with such provisions, in the 1999-A Note
Distribution Account or the Reserve Fund, as the case may be. The
1999-A Indenture Trustee shall be deemed to have possession of such
monies and collections for purposes of Section 9-305 of the UCC of the
jurisdiction in which such property is located.
(ii) On each Distribution Date, the Servicer, pursuant to
the instructions of the 1999-A Owner Trustee, shall withdraw from
the 1999-A SUBI Collection Account and deposit into the Reserve Fund
the amount allocated pursuant to clause (ix) of Section 3.03(c). All
deposits and withdrawals from the Reserve Fund shall be made only
upon the terms and conditions of the 1999-A Securitization Documents.
(iii) On each Distribution Date, the 1999-A Indenture Trustee
shall distribute to HTC LP and HTD LP, to the extent thereof, (A) any
net investment income from investment of funds in the Reserve Fund and
(B) any amounts in excess of the Reserve Fund Requirement on such date.
(iv) For so long as the Reserve Fund is an Eligible Account,
all amounts held in the Reserve Fund shall, to the extent permitted by
applicable laws, rules and regulations, be invested by the 1999-A
Indenture Trustee, as directed in writing by the Servicer pursuant to
Section 9.02(k) of the 1999-A Servicing Supplement, in Eligible
Investments (or, if the Servicer fails to give such directions, as
provided in Section 8.03(c) of the Indenture); otherwise, such amounts
shall be maintained in (1) Cash or Cash equivalents or (2) a money
market fund offered by the Origination Trustee or an Affiliate of the
Origination Trustee, the 1999-A Indenture Trustee or an Affiliate of
the 1999-A Indenture Trustee or the 1999-A Owner Trustee or an
Affiliate of the 1999-A Owner Trustee, in any case which money market
fund meets the requirements of clause (i) of the definition of Eligible
Investments, which investment, whether under clause (1) or clause (2),
matures no later than the Business Day immediately preceding the next
succeeding Distribution Date. Earnings on investment of funds in the
Reserve Fund shall be paid to HTC LP and HTD LP on each Distribution
Date, and any losses and any investment expenses shall be charged
against the funds on deposit therein. Neither the Servicer nor the
1999-A Indenture Trustee shall incur any liability for the selection of
investments or for losses thereon absent its own negligence or willful
misfeasance. The 1999-A Indenture Trustee shall have no liability in
respect of losses incurred as a result of the liquidation of any
investment prior to its stated maturity date or the failure of the
Servicer to provide timely written investment directions.
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(b) INITIAL DEPOSIT; DISTRIBUTIONS. On or prior to the Closing Date,
the 1999-A Securitization Trust shall deposit or cause to be deposited
$115,274,540.12 into the Reserve Fund, constituting the Reserve Fund Initial
Deposit. Amounts on deposit in the Reserve Fund shall be supplemented from time
to time by the deposit therein of other funds as and to the extent described in
this 1999-A Securitization Trust Agreement and the other 1999-A Securitization
Documents. On each Distribution Date, the amounts on deposit in the Reserve Fund
shall be available for distribution as provided in Section 3.03 and, on each
Distribution Date, if the amount on deposit in the Reserve Fund (after giving
effect to all deposits thereto or withdrawals therefrom on such Distribution
Date) is greater than the Reserve Fund Requirement and Excess Interest
Collections are not required to be deposited into the Reserve Fund pursuant to
Section 3.03(d), the 1999-A Indenture Trustee will distribute any remaining
amounts to HTC LP and HTD LP based upon their respective percentage ownership of
the Retained 1999-A SUBI Interest. Upon such distribution to HTC LP and HTD LP,
neither the Noteholders nor the Certificateholders will have any further rights
in or claims to such amounts.
(c) RESERVE FUND REQUIREMENT. The amount required to be held in the
Reserve Fund is equal to the lesser of (i) $181,145,705.90 and (ii) the Note
Balance; PROVIDED, HOWEVER, that, if on any Determination Date, any of the
Charge-off Rate Test, the Delinquency Rate Test or the Residual Value Test are
not satisfied, then the Reserve Fund Requirement will be equal to the lesser of
(i) $214,081,288.79 and (ii) the Note Balance as of such Determination Date.
(d) CLAIMS. Amounts properly received by either HTC LP or HTD LP
pursuant to this 1999-A Securitization Trust Agreement shall be free of any
claim of the 1999-A Securitization Trust, the 1999-A Indenture Trustee, the
1999-A Owner Trustee, the Noteholders or the Certificateholders and shall not be
available to the 1999-A Indenture Trustee, the 1999-A Owner Trustee or the
1999-A Securitization Trust for the purpose of making deposits to the Reserve
Fund or making payments to the Noteholders or Certificateholders, nor shall
either HTC LP or HTD LP be required to refund any amount properly received by
it.
(e) RESERVE FUND SECURITIES INTERMEDIARY. The 1999-A Indenture Trustee
hereby confirms that (i) the 1999-A Indenture Trustee is acting, with respect to
its duties under this Section 3.04, as a "securities intermediary" as defined in
Section 8-102 of the UCC (in such capacity, the "Reserve Fund Securities
Intermediary"), (ii) the Reserve Fund Securities Intermediary has established
the Reserve Fund as a "securities account" as such term is defined in Section
8-501(a) of the UCC, (iii) the Reserve Fund Securities Intermediary shall,
subject to the terms of this 1999-A Securitization Trust Agreement, treat the
1999-A Indenture Trustee as entitled to exercise the rights that comprise any
financial asset credited to the Reserve Fund, and (iv) all property received by
the Reserve Fund Securities Intermediary for the account of the 1999-A Indenture
Trustee, or with respect to financial assets credited to the securities account,
will be promptly credited to the securities account, and (v) all securities or
other financial assets credited to the securities account shall be maintained by
and in the name of the Reserve Fund Securities Intermediary by endorsement to
the Reserve Fund Securities Intermediary or in blank or credit to a securities
account maintained in the name of the Reserve Fund Securities Intermediary for
the benefit of 1999-A Indenture Trustee and in no case will any financial asset
credited to the Reserve Fund be registered in the name of any other person,
payable to the order of any other person, or specially endorsed to any other
person, except to the extent the foregoing have been specially endorsed by HTC
LP and/or HTD LP to the 1999-A Indenture Trustee.
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Neither the Servicer nor the 1999-A Indenture Trustee shall incur any liability
relating to any investments made pursuant to this Section 3.04 absent its own
negligence or willful misfeasance.
(f) FINAL SCHEDULED DISTRIBUTION DATE. On the respective Final
Scheduled Distribution Date, to the extent that the Class A-1 Note Balance, the
Class A-2 Note Balance, the Class A-3 Note Balance, the Class A-4 Note Balance,
the Class A-5 Note Balance, the Class B Note Balance or the Class C Note Balance
has not been reduced to zero, the 1999-A Indenture Trustee shall withdraw funds
from the Reserve Fund, if available, in an amount equal to the lesser of (i) the
Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note Balance,
the Class A-4 Note Balance, the Class A-5 Note Balance, the Class B Note Balance
or the Class C Note Balance, plus, in each case, any Note Principal Loss Amounts
allocable to such Class, as applicable, and (ii) the amount in the Reserve Fund,
and shall pay such funds to the Noteholders of such Classes of Notes.
(g) FINANCIAL ASSETS ELECTION. The 1999-A Indenture Trustee hereby
agrees that all property (whether investment property, security, instrument,
cash or otherwise) credited to the Reserve Fund shall be treated as a "financial
asset" within the meaning of Section 8-102(a)(9) of the UCC.
(h) ENTITLEMENT ORDERS. If at any time the Reserve Fund Securities
Intermediary shall receive an "entitlement order" (within the meaning of Section
8-102(a)(8) of the UCC) issued by the 1999-A Indenture Trustee and relating to
the Reserve Fund, the Reserve Fund Securities Intermediary shall comply with
such entitlement order without further consent by any other person. The 1999-A
Indenture Trustee hereby agrees only to issue entitlement orders at the written
direction of the Servicer. The Reserve Fund Securities Intermediary shall have
no obligation to act, and shall be fully protected in refraining from acting, in
respect of the financial assets credited to the Reserve Fund in the absence of
such an entitlement order.
(i) SUBORDINATION OF LIEN; WAIVER OF SET-OFF. The Reserve Fund
Securities Intermediary hereby waives any right of deduction, set off, bankers
lien or any security interest on or in the securities account or any financial
assets credited to the securities account.
(j) CHOICE OF LAW. Both this Section 3.04 and the securities account
shall be governed by the laws of the State of New York (regardless of its
conflict of law provisions). Regardless of any provision in any other agreement,
for the purposes of the UCC New York shall be deemed to be the Reserve Fund
Securities Intermediary's jurisdiction.
(k) CONFLICTING ORDERS. The 1999-A Indenture Trustee, in such capacity,
has not entered into and, until termination of this 1999-A Securitization Trust
Agreement, will not enter into any agreement with any other person relating to
the Reserve Fund or any financial assets credited thereto pursuant to which it
has agreed or will agree to comply with entitlement orders (as defined in
Section 8-102(a)(8) of the UCC) of such person. No financial asset will be
registered in the name of the 1999-A Indenture Trustee, in such capacity,
payable to its order or specially endorsed to it, except to the extent such
financial asset has been endorsed to the Reserve Fund Securities Intermediary or
in blank.
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(l) PAYMENTS ON FINAL SCHEDULED DISTRIBUTION DATES AND FOLLOWING
TERMINATION OF TRUST. On each related Final Scheduled Distribution Date and upon
termination of the 1999-A Securitization Trust pursuant to Section 7.01, all
amounts on deposit in the Reserve Fund shall be available (i) for payment of any
remaining amounts due on such date to reimburse unreimbursed Advances or pay
accrued and unpaid compensation payable to the Servicer through such date, (ii)
for payment to the Noteholders, and (iii) for payment of any remaining amounts
due to the 1999-A Owner Trustee, the 1999-A Indenture Trustee or the Origination
Trustee. Upon termination of the 1999-A Securitization Trust pursuant to Section
7.01, after payment of such amounts due, any amounts remaining on deposit in the
Reserve Fund shall be paid to HTC LP and HTD LP. Upon termination of the 1999-A
Securitization Trust, the 1999-A Indenture Trustee shall release from the lien
of this 1999-A Securitization Trust Agreement the Reserve Fund and any financial
assets held therein, and shall execute any requisite filing under the UCC as
provided by HTC LP and HTD LP to evidence such release and the release of any
security interest of the 1999-A Securitization Trust or the 1999-A Indenture
Trustee therein.
(m) The Reserve Fund Securities Intermediary undertakes to perform such
duties and only such duties as are specifically set forth in this Section 3.04.
The Reserve Fund Securities Intermediary, in such capacity, shall not have any
duties or responsibilities except those expressly set forth in this Section 3.04
or be a trustee for or have any fiduciary obligation to any party hereto.
(n) The duties and obligations of the Reserve Fund Securities
Intermediary, in such capacity, shall be determined solely by the express
provisions of this Section 3.04, and the Reserve Fund Securities Intermediary
shall take such action with respect to this Section 3.04 as it shall be directed
hereunder. The Reserve Fund Securities Intermediary, in such capacity, shall not
be liable except for the performance of such duties and obligations as are
specifically set forth in this Section 3.04 and as specifically directed by the
1999-A Indenture Trustee, and no implied covenants or obligations shall be read
into this Section 3.04 against the Reserve Fund Securities Intermediary, the
permissive right of the Reserve Fund Securities Intermediary to do things
enumerated in this Section 3.04 shall not be construed as a duty, and, in the
absence of bad faith, negligence or willful misfeasance on the part of the
Reserve Fund Securities Intermediary, the Reserve Fund Securities Intermediary
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or opinions furnished to
the Reserve Fund Securities Intermediary conforming to the requirements of this
Section 3.04.
(o) The Reserve Fund Securities Intermediary, in such capacity, shall
not be liable for any error of judgment made in good faith by an officer or
officers of the Reserve Fund Securities Intermediary, acting as such, unless it
shall be determined that the Reserve Fund Securities Intermediary, or any such
officer or officers, was negligent in ascertaining the pertinent facts or
otherwise acted with negligence or willful misfeasance, and the Reserve Fund
Securities Intermediary shall not be liable with respect to any action taken or
omitted to be taken by it in good faith absent negligence or willful misfeasance
in accordance with any direction of the 1999-A Indenture Trustee given under
this 1999-A Securitization Trust Agreement.
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(p) None of the provisions of this 1999-A Securitization Trust
Agreement shall require the Reserve Fund Securities Intermediary to expend or
risk its own funds or otherwise to incur any liability, financial or otherwise,
in the performance of any of its duties hereunder or in the exercise of any of
its rights or powers if it shall have reasonable grounds for believing that it
is not assured of repayment of such funds or indemnity satisfactory to it
against such risk or liability.
(q) The Reserve Fund Securities Intermediary may conclusively rely and
shall be fully protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval or other paper or document in good faith
believed by it to be genuine and to have been signed or presented by the proper
party or parties.
(r) Whenever, in the administration of the provisions of this Section
3.04, the Reserve Fund Securities Intermediary shall deem it necessary or
desirable that a matter be proved or established prior to taking or suffering
any action to be taken hereunder, the Reserve Fund Securities Intermediary shall
be entitled to receive from each of HTC LP and HTD LP an Officer's Certificate
stating that the matter is established as fact and such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence, willful misfeasance or bad faith on the part of the
Reserve Fund Securities Intermediary, be deemed to be conclusively proved and
established, and such certificate, in the absence of negligence or willful
misfeasance on the part of the Reserve Fund Securities Intermediary, shall be
full warrant to the Reserve Fund Securities Intermediary for any action taken,
suffered or omitted by it under the provisions of this Section 3.04 on the basis
thereof.
(s) The Reserve Fund Securities Intermediary may consult with counsel
and the advice or any opinion of counsel shall be full and complete
authorization and protection in respect of any action taken or omitted by it
hereunder in good faith absent negligence or willful misfeasance and in
accordance with such advice or opinion of counsel.
(t) The Reserve Fund Securities Intermediary shall not be bound to make
any investigation into the facts or matters stated in any resolution, order,
certificate, statement, instrument, opinion, report, notice, request, consent,
entitlement order, approval or other paper or document.
(u) The Reserve Fund Securities Intermediary shall have no obligation
to invest or reinvest any cash held in the Reserve Fund in the absence of timely
and specific written investment direction from the Servicer. In no event shall
the Reserve Fund Securities Intermediary be liable for the selection of
investments or for investment losses incurred as a result of the liquidation of
any investment prior to its stated maturity or the failure of the Servicer to
provide timely written investment direction.
(v) The Reserve Fund Securities Intermediary may at any time resign by
giving 30 days prior written notice of resignation to the 1999-A Indenture
Trustee, HTC LP and HTD LP. Upon receiving such notice of resignation, the
1999-A Indenture Trustee shall promptly appoint a successor and, upon the
acceptance by the successor of such appointment, release the resigning Reserve
Fund Securities Intermediary from its obligations hereunder by written
instrument, a
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copy of which instrument shall be delivered to each of the 1999-A Indenture
Trustee, the resigning Reserve Fund Securities Intermediary and the successor.
If no successor shall have been so appointed and have accepted appointment
within 45 days after the giving of such notice of resignation, the resigning
Reserve Fund Securities Intermediary may petition any court of competent
jurisdiction for the appointment of a successor.
(w) Each of the parties (for itself and any person or entity claiming
through it) hereby releases, waives, discharges, exculpates and covenants not to
sue the Reserve Fund Securities Intermediary for any action taken or omitted
under this Section 3.04 except to the extent caused by the Reserve Fund
Securities Intermediary's negligence, willful misfeasance or bad faith. Anything
in this 1999-A Securitization Trust Agreement to the contrary notwithstanding,
in no event shall the Reserve Fund Securities Intermediary be liable for
special, indirect or consequential loss or damage of any kind whatsoever
(including lost profits), even if the Reserve Fund Securities Intermediary has
been advised of the likelihood of such loss or damage (unless so advised prior
to taking any such action) and regardless of the form of action.
(x) The Servicer, in its capacity as such, shall indemnify, defend and
hold harmless the Reserve Fund Securities Intermediary and its officers,
directors, employees, representatives and agents, from and against, and
reimburse the Reserve Fund Securities Intermediary for, any and all claims,
expenses, obligations, liabilities, losses, damages, injuries (to person,
property or natural resources), penalties, stamp or other similar taxes,
actions, suits, judgments, reasonable costs and expenses (including reasonable
attorneys' and agents' fees and expenses) directly or indirectly relating to or
arising from claims against the Reserve Fund Securities Intermediary by reason
of its participation in the transactions contemplated by this Section 3.04,
except to the extent caused by the Reserve Fund Securities Intermediary's
negligence, willful misfeasance or bad faith. The provisions of this Section
3.04 shall survive the termination of this 1999-A Securitization Trust Agreement
or the earlier resignation or removal of the Reserve Fund Securities
Intermediary.
Section 3.05 STATEMENTS TO SECURITYHOLDERS.
(a) On each Determination Date, commencing in September 1999, the
Servicer will prepare and forward to the Origination Trustee, the 1999-A Owner
Trustee and the 1999-A Indenture Trustee, and the 1999-A Indenture Trustee will
make available to each Noteholder and the 1999-A Owner Trustee will make
available to each Certificateholder on each Distribution Date, a statement
setting forth, as applicable, with respect to the related Distribution Date or
the related Collection Period, among other things, the following:
(i) the Investor Percentage for such Collection Period, stated
separately for (x) Interest Collections and Loss Amounts, and (y)
Principal Collections;
(ii) the total amount being distributed to Noteholders and to
Certificateholders in such distribution;
(iii) the total amount being distributed to each Class of
Noteholders in such distribution;
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(iv) the total amount of interest being distributed to each
Class of Noteholders and the Certificateholders in such distribution;
(v) the total amount of principal being distributed to each
Class of Noteholders and the Certificateholders in such distribution;
(vi) the amount, if any, of Class A-1 Interest Carryover
Shortfall, Class A-2 Interest Carryover Shortfall, Class A-3 Interest
Carryover Shortfall, Class A-4 Interest Carryover Shortfall, Class A-5
Interest Carryover Shortfall, Class B Interest Carryover Shortfall,
Class C Interest Carryover Shortfall and Certificate Interest Carryover
Shortfall included in such distribution;
(vii) the amount, if any, of the remaining unpaid Class A-1
Interest Carryover Shortfall, Class A-2 Interest Carryover Shortfall,
Class A-3 Interest Carryover Shortfall, Class A-4 Interest Carryover
Shortfall, Class A-5 Interest Carryover Shortfall, Class B Interest
Carryover Shortfall, Class C Interest Carryover Shortfall and
Certificate Interest Carryover Shortfall after giving effect to such
distribution;
(viii) the Class A-1 Allocation Percentage, the Class A-2
Allocation Percentage, the Class A-3 Allocation Percentage, the Class
A-4 Allocation Percentage, the Class A-5 Allocation Percentage, the
Class B Percentage, the Class C Percentage, the Certificate Percentage
and the amount, if any, of the reimbursement of Loss Amounts included
in such distribution and the amount thereof allocated to each Class of
Notes;
(ix) the amount, if any, of the reimbursement of Class A-1
Note Principal Loss Amounts, Class A-2 Note Principal Loss Amounts,
Class A-3 Note Principal Loss Amounts, Class A-4 Note Principal Loss
Amounts, Class A-5 Note Principal Loss Amounts, Class B Note Principal
Loss Amounts, Class C Note Principal Loss Amounts and Certificate
Principal Loss Amounts included in such distribution;
(x) the amount, if any, of the aggregate of unreimbursed Class
A-1 Note Principal Loss Amounts, Class A-2 Note Principal Loss Amounts,
Class A-3 Note Principal Loss Amounts, Class A-4 Note Principal Loss
Amounts, Class A-5 Note Principal Loss Amounts, Class B Note Principal
Loss Amounts, Class C Note Principal Loss Amounts and Certificate
Principal Loss Amounts after giving effect to such distribution;
(xi) the amount, if any, of accrued Class A-1 Note Principal
Loss Interest Amounts, Class A-2 Note Principal Loss Interest Amounts,
Class A-3 Note Principal Loss Interest Amounts, Class A-4 Note
Principal Loss Interest Amounts, Class A-5 Note Principal Loss Interest
Amounts, Class B Note Principal Loss Interest Amounts, Class C Note
Principal Loss Interest Amounts and Certificate Principal Loss Interest
Amounts included in such distribution;
(xii) the amount, if any, of accrued and unpaid Class A-1 Note
Principal Loss Interest Amounts, Class A-2 Note Principal Loss Interest
Amounts, Class A-3 Note Principal Loss Interest Amounts, Class A-4 Note
Principal Loss Interest Amounts, Class A-5 Note Principal Loss Interest
Amounts, Class B Note Principal Loss Interest
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Amounts, Class C Note Principal Loss Interest Amounts and Certificate
Principal Loss Interest Amounts after giving effect to such
distribution;
(xiii) the amount, if any, of accrued and unpaid Class B Note
Principal Carryover Shortfall and Class C Note Principal Carryover
Shortfall after giving effect to such distribution;
(xiv) the Investor Percentage of the 1999-A SUBI Servicing Fee
allocable to the 1999-A SUBI Interest for such Distribution Date and
any unpaid such amounts with respect to prior Distribution Dates;
(xv) the Note Balance, the Class A-1 Note Balance, the Class
A-2 Note Balance, the Class A-3 Note Balance, the Class A-4 Note
Balance, the Class A-5 Note Balance, the Class B Note Balance, the
Class C Note Balance, the Certificate Balance, the Class A-1 Note
Factor, the Class A-2 Note Factor, the Class A-3 Note Factor, the Class
A-4 Note Factor, the Class A-5 Note Factor, the Class B Note Factor,
the Class C Note Factor and the Certificate Factor, each after giving
effect to such distribution;
(xvi) the Required Amount, if any, included in such
distribution;
(xvii) the Aggregate Net Investment Value as of the end of
such Collection Period;
(xviii) the amount on deposit in the Reserve Fund on such
Distribution Date, after giving effect to withdrawals and deposits made
on such Distribution Date, the change in such balance from the
immediately preceding Distribution Date and the Reserve Fund
Requirement;
(xix) the amount of Payments Ahead on deposit in the 1999-A
SUBI Collection Account and representing Monthly Payments due in one
or more subsequent Collection Periods and the change in such balance
from the immediately preceding Distribution Date;
(xx) the amount of Advances made in respect of such Collection
Period, the amount of unreimbursed Advances on such Distribution Date
and the changes in such amount from the immediately preceding
Distribution Date; and
(xxi) the weighted average Lease Rate of the 1999-A Contracts
in the 1999-A SUBI for the immediately preceding Collection Period, and
the Charge-off Rate, Delinquency Rate and information related to the
Residual Value Test for each of the three immediately preceding
Collection Periods.
Any Securityholder may obtain a copy of any such statement, of any Servicer's
Certificate required pursuant to Section 10.01 of the 1999-A Servicing
Supplement, of any annual report of Independent Accountants required pursuant to
Section 3.02 of the Servicing Agreement and Section 10.02 of the 1999-A
Servicing Supplement or of any annual Officer's Certificate required pursuant to
Section 3.03 of the Servicing Agreement and Section 10.03(a) of the 1999-A
Servicing Supplement, upon written request to the 1999-A Indenture Trustee at
the
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Corporate Trust Office of the 1999-A Indenture Trustee or to the 1999-A Owner
Trustee at the Corporate Trust Office of the 1999-A Owner Trustee, as the case
may be.
(b) Within a reasonable period of time after the end of each calendar
year, but not later than the latest date permitted by law, the 1999-A Indenture
Trustee shall mail to each Person who at any time during such calendar year
shall have been a Noteholder a statement or statements which in the aggregate
contain the sum of the amounts set forth in clauses (ii) through (vii) and (ix)
through (xv) of Section 3.05(a) for such calendar year or, if such Person shall
have been a Noteholder during a portion of such calendar year, for the
applicable portion of such year, for the purposes of such Noteholder's
preparation of federal income tax returns. In addition, the Servicer shall
furnish to the 1999-A Indenture Trustee for distribution to such Person at such
time any other information reasonably necessary under applicable law for the
preparation of such income tax returns.
(c) Within a reasonable period of time after the end of each calendar
year, but not later than the latest date permitted by law, the 1999-A Owner
Trustee shall mail to each Person who at any time during such calendar year
shall have been a Certificateholder a statement or statements which in the
aggregate contain the sum of the amounts set forth in clauses (ii) through (vii)
and (ix) through (xv) of Section 3.05(a) for such calendar year or, if such
Person shall have been a Certificateholder during a portion of such calendar
year, for the applicable portion of such year, for the purposes of such
Certificateholder's preparation of federal income tax returns. In addition, the
Servicer shall furnish to the 1999-A Owner Trustee for distribution to such
Person at such time any other information reasonably necessary under applicable
law for the preparation of such income tax returns.
Section 3.06 AGREEMENT TO TRANSFER RESIDUAL VALUE INSURANCE PROCEEDS.
(a) Each of HTC LP and HTD LP hereby agrees that, immediately upon
receipt of any 1999-A Residual Value Insurance Proceeds or proceeds from any
other residual value insurance policies to the extent such proceeds relate to
the 1999-A Contracts or the 1999-A Leased Vehicles (except for any such 1999-A
Residual Value Insurance Proceeds or other proceeds from other residual value
insurance policies which HTC LP and HTD LP receive from the 1999-A Residual
Value Insurance Co-Trust pursuant to Section 13.06(b) of the 1999-A SUBI
Supplement, which proceeds shall be transferred as set forth in subsections (b)
and (c) of Section 13.06 of the 1999-A SUBI Supplement), transfer such 1999-A
Residual Value Insurance Proceeds to the 1999-A Residual Value Insurance
Proceeds Account for the benefit of the 1999-A Securitization Trust in respect
of the 1999-A Residual Value Insurance Co-Trust.
(b) Each of HTC LP and HTD LP hereby agrees that it shall, immediately
upon receipt of any 1999-A Residual Value Insurance Proceeds from the 1999-A
Securitization Trust in respect of the 1999-A Residual Value Insurance Co-Trust
in connection with the HTC LP/Co-Trust 1999-A Insurance Premium Subordinated
Note, transfer such 1999-A Residual Value Insurance Proceeds to HTA LP and HTB
LP in accordance with the terms of the HTA LP/HTC LP 1999-A Insurance Premium
Subordinated Note and the HTB LP/HTC LP 1999-A Insurance Premium Subordinated
Note.
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ARTICLE FOUR
CERTIFICATES
Section 4.01 THE CERTIFICATES.
(a) Certificates shall be issued which shall be substantially in the
form of Exhibit A to this 1999-A Securitization Trust Agreement. Two
Certificates shall be issuable, one in the denomination of $212,412,706.11 and
the other in the denomination of $2,145,582.89. The Certificates shall be
executed by the 1999-A Owner Trustee on behalf of the 1999-A Securitization
Trust by manual or facsimile signature of an officer or other signatory of the
1999-A Owner Trustee. Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when the signatures were affixed, authorized
to sign on behalf of the 1999-A Owner Trustee shall be a valid and binding
obligation of the 1999-A Securitization Trust, notwithstanding that such
individuals or any of them ceased to be so authorized prior to the
authentication and delivery of such Certificates or did not hold such offices at
the date of such Certificates. All Certificates shall be dated the date of their
authentication.
(b) No Certificate shall be entitled to any benefit under this 1999-A
Securitization Trust Agreement, or be valid for any purpose, unless there
appears on such Certificate a certificate of authentication substantially in the
form set forth in Exhibit A to this 1999-A Securitization Trust Agreement,
executed by the 1999-A Owner Trustee or an authentication agent appointed for
such purpose by the 1999-A Owner Trustee, by manual or facsimile signature. Such
certificate of authentication upon any Certificate shall be the sole conclusive
evidence that such Certificate has been duly authenticated and delivered under
this 1999-A Securitization Trust Agreement. The 1999-A Owner Trustee is hereby
authorized to appoint an authentication agent to execute any or all such
certificates of authentication on behalf of the 1999-A Owner Trustee.
Section 4.02 AUTHENTICATION AND DELIVERY OF CERTIFICATES. In exchange
for, and simultaneously with, the sale, assignment and transfer to the 1999-A
Owner Trustee of the 1999-A SUBI Interest (exclusive of all monies and payments
(such as the 1999-A Residual Value Insurance Proceeds) due or payable under the
Residual Value Insurance Policy or other residual value insurance policies
relating to the 1999-A Contracts and 1999-A Leased Vehicles and the right to
receive such amounts), the 1999-A SUBI Certificates and the other assets of the
1999-A Securitization Trust, HTC LP and HTD LP shall receive the Certificates
and the Notes.
Section 4.03 NO TRANSFER OF THE CERTIFICATES. Subject to Section 5.03,
the Certificates shall be owned by HTC LP and HTD LP and may not be sold,
transferred, assigned, conveyed or otherwise disposed of, except as provided by
Section 5.06. To the fullest extent permitted by applicable law, any purported
sale, transfer, assignment, conveyance, or other disposal of the Certificates
shall be null, void and of no effect under this 1999-A Securitization Trust
Agreement.
Section 4.04 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If (i)
any mutilated Certificate is surrendered to the 1999-A Owner Trustee or the
1999-A Owner Trustee receives evidence to its satisfaction of the destruction,
loss or theft of a Certificate and (ii) there is delivered to the 1999-A Owner
Trustee such security or indemnity as may be required by the 1999-A Owner
Trustee to save itself and the 1999-A Securitization Trust harmless, then, in
the
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absence of notice that such Certificate has been acquired by a bona fide
purchaser, the 1999-A Owner Trustee on behalf of the 1999-A Securitization Trust
shall execute and the 1999-A Owner Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and Percentage Interest. In
connection with the issuance of any new Certificate under this Section 4.04, the
1999-A Owner Trustee may require the payment by the Holder of a sum sufficient
to cover any tax or governmental charges that may be imposed in relation
thereto. Any duplicate Certificate issued pursuant to this Section 4.04 shall
constitute complete and indefeasible evidence of ownership in the 1999-A
Securitization Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time, and any such lost, stolen
or destroyed Certificate shall, upon issuance of any such duplicate Certificate,
be null, void and of no effect.
Section 4.05 PERSONS DEEMED OWNERS. The 1999-A Owner Trustee shall
treat both HTC LP and HTD LP as the owners of the Certificates for the purpose
of receiving distributions pursuant to Section 3.03 and for all other purposes
whatsoever.
ARTICLE FIVE
THE TRANSFERORS
Section 5.01 REPRESENTATIONS OF THE TRANSFERORS. Each of HTC LP and HTD
LP hereby makes the following representations on which the 1999-A Owner Trustee
relies in accepting the 1999-A SUBI Interest and the 1999-A SUBI Certificates,
and executing and authenticating the Certificates and on which the 1999-A
Indenture Trustee relies in authenticating the Notes. The representations speak
as of the execution and delivery of this 1999-A Securitization Trust Agreement,
but shall survive the sale, transfer and assignment of the 1999-A SUBI Interest
and the 1999-A SUBI Certificates to the 1999-A Owner Trustee and the pledge
thereof to the 1999-A Indenture Trustee pursuant to the Indenture.
(a) ORGANIZATION AND GOOD STANDING. Each of HTC LP and HTD LP
is a limited partnership validly organized and existing and in good
standing under the laws of the State of Delaware, with power and
authority to own its properties and to conduct its business as such
properties are currently owned and such business is presently
conducted, and had at all relevant times and has power, authority and
legal right to acquire, own and sell, as applicable, each of the HTC LP
1999-A SUBI Interest, the HTC LP 1999-A SUBI Certificate, the HTD LP
1999-A SUBI Interest and the HTD LP 1999-A SUBI Certificate.
(b) DUE REGISTRATION. Each of HTC LP and HTD LP is duly
registered as a foreign limited partnership in good standing, and has
obtained all necessary licenses and approvals, in all jurisdictions in
which the ownership or lease of property or the conduct of its business
requires such qualifications, except where the failure to so qualify or
to have obtained such licenses and approvals would not have a material
adverse effect on the earnings or business affairs of either HTC LP or
HTD LP.
(c) POWER AND AUTHORITY. Each of HTC LP and HTD LP has the
power and authority to execute and deliver this 1999-A Securitization
Trust Agreement and to carry out its terms; each of HTC LP and HTD LP
has the power and authority to sell and assign
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the property to be sold and assigned to and deposited with the 1999-A
Owner Trustee as part of the 1999-A Securitization Trust and has duly
authorized such sale and assignment to the 1999-A Owner Trustee by all
necessary partnership action; and the execution, delivery and
performance of this 1999-A Securitization Trust Agreement have been
duly authorized by HTC LP and HTD LP by all necessary partnership
action.
(d) VALID SALE, BINDING OBLIGATIONS. This 1999-A
Securitization Trust Agreement (i) evidences a valid sale, transfer and
assignment of the HTC LP 1999-A SUBI Certificate and the HTC LP 1999-A
SUBI Interest evidenced thereby and the HTD LP 1999-A SUBI Certificate
and the HTD LP 1999-A SUBI Interest evidenced thereby, exclusive of all
monies and payments due or payable under the Residual Value Insurance
Policy or other residual value insurance policies relating to the
1999-A Contracts and 1999-A Leased Vehicles and the right to receive
such amounts, enforceable against creditors of and purchasers from HTC
LP and HTD LP; and (ii) assuming due authorization, execution and
delivery by the other parties hereto, constitutes a legal, valid and
binding obligation of each of HTC LP and HTD LP enforceable in
accordance with its terms, except as enforceability may be subject to
or limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights in
general and by general principles of equity, regardless of whether such
enforceability shall be considered in a proceeding in equity or at law.
(e) NO VIOLATION. The execution, delivery and performance by
each of HTC LP and HTD LP of this 1999-A Securitization Trust Agreement
and the consummation of the transactions contemplated by this 1999-A
Securitization Trust Agreement and the fulfillment of the terms of this
1999-A Securitization Trust Agreement do not conflict with, result in
any breach of any of the terms and provisions of, nor constitute (with
or without notice or lapse of time) a default under, the certificate of
limited partnership or limited partnership agreement of either HTC LP
or HTD LP, or conflict with or violate any of the material terms and
provisions of, or constitute (with or without notice or lapse of time)
a default under, any indenture, agreement or other instrument to which
either HTC LP or HTD LP are a party or by which they shall be bound;
nor result in the creation or imposition of any Lien upon any of the
properties of HTC LP or HTD LP pursuant to the terms of any such
indenture, agreement or other instrument (other than this 1999-A
Securitization Trust Agreement); nor violate any law or, to the best of
HTC LP's and HTD LP's knowledge, any order, rule or regulation
applicable to HTC LP or HTD LP, as the case may be, of any court or of
any federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over HTC LP or HTD LP,
as the case may be, or their properties; in each case which breach,
default, conflict, lien or violation would have a material adverse
effect on the earnings or business affairs of HTC LP or HTD LP.
(f) NO PROCEEDINGS. There are no proceedings or investigations
pending or, to the best of HTC LP's and HTD LP's knowledge, threatened,
before any court, regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over HTC LP or HTD LP
or its properties: (i) asserting the invalidity of this 1999-A
Securitization Trust Agreement, the Notes or the Certificates, (ii)
seeking to prevent the issuance of the Notes or the Certificates or the
consummation of any of the transactions
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contemplated by this 1999-A Securitization Trust Agreement, (iii)
seeking any determination or ruling that could reasonably be expected
to materially and adversely affect the performance by HTC LP or HTD LP
of their obligations under, or the validity or enforceability of, this
1999-A Securitization Trust Agreement, the Notes or the Certificates or
(iv) relating to HTC LP or HTD LP that could reasonably be expected to
adversely affect the federal income tax attributes of the Notes.
(g) TITLE TO THE 1999-A SUBI CERTIFICATES. Prior to the
transfer pursuant to this 1999-A Securitization Trust Agreement, each
of HTC LP and HTD LP had good title to, and was the sole legal and
beneficial owner of, the HTC LP 1999-A SUBI Certificate and the HTD LP
1999-A SUBI Certificate, respectively, free and clear of Liens, except
as provided for in the Backup Security Agreement.
Section 5.02 LIABILITY OF THE TRANSFERORS. Each of HTC LP and HTD LP
agrees to be, and shall be, liable without limitation for all debts and
obligations arising with respect to the 1999-A Securitization Trust and the
assets of the 1999-A Securitization Trust.
Section 5.03 MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, THE TRANSFERORS; CERTAIN LIMITATIONS.
(a) Any Person (i) into which either HTC LP or HTD LP may be
merged or consolidated, (ii) which may result from any merger,
conversion or consolidation to which either HTC LP or HTD LP shall be a
party or (iii) which may succeed to all or substantially all of the
business of either HTC LP or HTD LP, shall be the successor to HTC LP
or HTD LP under this 1999-A Securitization Trust Agreement without the
execution or filing of any document or any further act on the part of
any of the parties to this 1999-A Securitization Trust Agreement,
except that if either HTC LP or HTD LP, as applicable, in any of the
foregoing cases is not the surviving entity, then the surviving entity
shall execute an agreement of assumption to perform every obligation of
either HTC LP or HTD LP, as applicable, either generally or
specifically as provided herein and shall specifically agree to be
bound to all of the limitations set forth in this Section 5.03. HTC LP
and HTD LP, as the case may be, shall provide notice of any merger,
consolidation or succession pursuant to this Section 5.03 to each
Rating Agency.
(b) (i) Subject to the limitations set forth in Sections
5.03(b)(ii) and 5.03(c), the purpose of each of HTC LP and HTD LP shall
be to engage in any lawful activity for which a limited partnership may
be formed under the laws of the State of Delaware other than the
practice of a profession permitted to be operated through a limited
partnership under laws of the State of Delaware.
(ii) Notwithstanding Section 5.03(b)(i) above, the
purpose of each of HTC LP and HTD LP shall be limited to the
following purposes and activities incidental to and necessary
or convenient to accomplish the following purposes:
(A) to act as settlor or grantor of one or
more securitization trusts formed pursuant to a trust
agreement or other agreement for the purpose of
acquiring interests in the Origination Trust, which
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securitization trust may issue certificates of
beneficial interest in the assets of such
securitization trust;
(B) to acquire, own, hold, sell, transfer,
convey, dispose of, pledge, assign, borrow money
against, finance, refinance or otherwise deal with,
publicly or privately and whether with unrelated
third parties or with affiliated entities, beneficial
interests in the Origination Trust, including any
undivided trust interests or special units of
beneficial interest created with respect to the
Origination Trust, and certificates of the
securitization trust;
(C) to loan or otherwise invest funds
received as a result of HTC LP's or HTD LP's
beneficial interest in the Origination Trust or
certificates in the securitization trust and any
other income, as determined by the general partner of
HTC LP or HTD LP, as applicable, from time to time;
(D) to borrow money other than pursuant to
clause (C) above, but only to the extent that any
such borrowing is permitted by the terms of the
transactions contemplated by clauses (A) and (B)
above; and
(E) to engage in any lawful act or activity
and to exercise any powers permitted to limited
partnerships organized under Delaware law that are
incidental to and necessary or convenient for the
accomplishment of the foregoing purposes.
(c) Notwithstanding any other provision of this Section 5.03
and any provision of law, neither HTC LP nor HTD LP nor their general
partners, on behalf of HTC LP and HTD LP, shall do any of the
following:
(i) engage in any business or activity other than as
set forth in Section 5.03(b);
(ii) without the affirmative vote of a majority of
the members of the Board of Directors of the manager of the
general partner of HTC LP or HTD LP, as applicable, (which
must include the affirmative vote of all Independent Directors
of the manager of HTC LP's or HTD LP's general partner, as
required by the limited partnership agreement of HTC LP or HTD
LP, as the case may be), (A) dissolve or liquidate, in whole
or in part, or institute proceedings to be adjudicated
bankrupt or insolvent, (B) consent to the institution of
bankruptcy or insolvency proceedings against HTC LP or HTD LP,
as applicable, (C) file a petition seeking or consent to
reorganization or relief under any applicable federal or state
law relating to bankruptcy, (D) consent to the appointment of
a receiver, liquidator, assignee, trustee, sequestrator (or
other similar official) of HTC LP or HTD LP or all or
substantially all of the property of HTC LP or HTD LP, as
applicable, (E) make a general assignment for the benefit of
creditors, (F) admit in writing HTC LP's or HTD LP's, as
applicable, inability to pay its debts generally
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as they become due, or (G) take any corporate action or
partnership action in furtherance of the actions set forth in
clauses (A) through (F) above; PROVIDED, HOWEVER, that no
general partner shall in any event consent to the institution
of bankruptcy or insolvency proceedings against either HTC LP
or HTD LP so long as HTC LP or HTD LP, as applicable, is
solvent; or
(iii) without the affirmative vote of a majority of
the members of the Board of Directors of the manager of the
general partner of HTC LP or HTD LP, as applicable, (which
must include the affirmative vote of all Independent Directors
of the manager of HTC LP's or HTD LP's general partner, as
required by the limited partnership agreement of HTC LP or HTD
LP, as the case may be), merge or consolidate with any other
limited partnership, corporation, company or entity or sell
all or substantially all of the assets of HTC LP or HTD LP, as
applicable, or acquire all or substantially all of the assets
or partnerships interests or capital stock or other ownership
interest of any other limited partnership, corporation,
company or entity (except for the acquisition of beneficial
interests in the Origination Trust and the sale, transfer,
conveyance, disposition, pledge, assignment, financing and
refinancing of, or otherwise dealing with, beneficial
interests in the Origination Trust in accordance with the
terms of Section 5.03(b)(ii), which shall not be otherwise
restricted by this Section 5.03(c)).
Section 5.04 LIMITATION ON LIABILITY OF THE TRANSFERORS AND OTHERS.
Each of HTC LP and HTD LP and any director, officer, employee or agent of HTC LP
and HTD LP may rely in good faith on the advice of counsel or on any document of
any kind, PRIMA FACIE properly executed and submitted by any Person with respect
to any matters arising under this 1999-A Securitization Trust Agreement.
Section 5.05 THE TRANSFERORS MAY OWN NOTES. Each of HTC LP and HTD LP
and each of their respective Affiliates may in its individual or any other
capacity become the owner or pledgee of Notes with the same rights as it would
have if it were not HTC LP or HTD LP or such an Affiliate thereof except as
otherwise specifically provided in the definition of the term "Noteholder".
Notes so owned by or pledged to HTC LP or HTD LP or such Affiliate shall have an
equal and proportionate benefit under the provisions of this 1999-A
Securitization Trust Agreement, without preference, priority or distinction as
among all of the Notes except as otherwise specifically provided in the
definition of the term "Noteholder". Each of HTC LP and HTD LP, as the case may
be, will give notice to each Rating Agency if it becomes aware that any of its
Affiliates shall at any time become the owner or pledgee of Notes.
Section 5.06 NO TRANSFER. On behalf of themselves and their successors
and assigns, each of HTC LP and HTD LP hereby covenants that it will not
transfer, pledge or assign to any Person the Certificates or any part of its
right to receive any Excess Interest Collections pursuant to Section 3.03(d)
except as expressly set forth in the 1999-A SUBI Supplement.
Section 5.07 TAX MATTERS PARTNER. If at any time the 1999-A
Securitization Trust is treated as a partnership for tax purposes, HTC LP shall
act as "Tax Matters Partner" (i) to represent the partners before taxing
authorities or courts of competent jurisdiction in any tax matters affecting the
1999-A Securitization Trust as a tax partnership and (ii) to execute any
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agreements or other documents relating to or affecting such tax matters,
including agreements or documents binding the partners with respect to such tax
matters or otherwise affecting their rights, including extending the statute of
limitations for assessment of tax deficiencies and adjusting the 1999-A
Securitization Trust's federal, state or local tax returns. In the event of such
recharacterization, HTC LP shall provide written notice of such
recharacterization to the 1999-A Owner Trustee. HTC LP shall not be liable to
the 1999-A Securitization Trust or to any Noteholder for any action taken or
omitted by HTC LP with regard to such tax matters or otherwise as a result of
its holding the position of Tax Matters Partner.
ARTICLE SIX
THE 1999-A OWNER TRUSTEE
Section 6.01 DUTIES OF THE 1999-A OWNER TRUSTEE AND THE DELAWARE OWNER
TRUSTEE.
(a) The 1999-A Owner Trustee and the Delaware Owner Trustee
(both prior to and after the occurrence of a 1999-A Servicer
Termination Event under the Servicing Agreement or the 1999-A Servicing
Supplement) undertakes to perform such duties and only such duties as
are specifically set forth in this 1999-A Securitization Trust
Agreement.
(b) The 1999-A Owner Trustee and the Delaware Owner Trustee,
upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the 1999-A
Owner Trustee or the Delaware Owner Trustee, as applicable, that shall
be specifically required to be furnished pursuant to any provision of
this 1999-A Securitization Trust Agreement, shall examine them to
determine whether they conform on their face to the requirements of
this 1999-A Securitization Trust Agreement.
(c) No provision of this 1999-A Securitization Trust Agreement
shall be construed to relieve the 1999-A Owner Trustee or the Delaware
Owner Trustee from liability for its own negligent action, its own
negligent failure to act, its own bad faith or its own willful
misfeasance; PROVIDED, HOWEVER, that
(i) the duties and obligations of the 1999-A Owner
Trustee and the Delaware Owner Trustee shall be determined
solely by the express provisions of this 1999-A Securitization
Trust Agreement, neither the 1999-A Owner Trustee nor the
Delaware Owner Trustee shall be liable except for the
performance of such duties and obligations as are specifically
set forth in this 1999-A Securitization Trust Agreement, no
implied covenants or obligations shall be read into this
1999-A Securitization Trust Agreement against the 1999-A Owner
Trustee or the Delaware Owner Trustee, the permissive right of
the 1999-A Owner Trustee and the Delaware Owner Trustee to do
things enumerated in this 1999-A Securitization Trust
Agreement shall not be construed as a duty and, in the absence
of bad faith, negligence or willful misfeasance on the part of
the 1999-A Owner Trustee or the Delaware Owner Trustee, the
1999-A Owner Trustee and the Delaware Owner Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any
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certificates or opinions furnished to the 1999-A Owner Trustee
or the Delaware Owner Trustee, as applicable, and conforming
to the requirements of this 1999-A Securitization Trust
Agreement;
(ii) neither the 1999-A Owner Trustee nor the
Delaware Owner Trustee shall be personally liable for an error
of judgment made in good faith by a Responsible Officer,
unless it shall be proved that the 1999-A Owner Trustee or the
Delaware Owner Trustee, as applicable, was negligent in
performing its duties in accordance with the terms of this
1999-A Securitization Trust Agreement; and
(iii) neither the 1999-A Owner Trustee nor the
Delaware Owner Trustee, as applicable, shall be personally
liable with respect to any action taken or suffered or omitted
to be taken in good faith absent negligence or willful
misfeasance in accordance with the direction of the 1999-A
Indenture Trustee (and, after payment in full of the Notes,
HTC LP and HTD LP) relating to the time, method and place of
conducting any proceeding for any remedy available to the
1999-A Owner Trustee or the Delaware Owner Trustee, as
applicable, or exercising any trust or power conferred upon
the 1999-A Owner Trustee or the Delaware Owner Trustee, as
applicable, under this 1999-A Securitization Trust Agreement,
the Origination Trust Agreement or the 1999-A SUBI Supplement.
(d) Neither the 1999-A Owner Trustee nor the Delaware Owner
Trustee shall be required to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties under
this 1999-A Securitization Trust Agreement or in the exercise of any of
its rights or powers if there shall be reasonable grounds for believing
that it is not assured of the repayment of such funds or indemnity
satisfactory to it against such risk or liability.
(e) All information obtained by the 1999-A Owner Trustee or
the Delaware Owner Trustee regarding the Lessees and the 1999-A
Contracts, whether upon the exercise of its rights under this 1999-A
Securitization Trust Agreement or any other 1999-A Securitization
Document, shall be maintained by the 1999-A Owner Trustee or the
Delaware Owner Trustee, as applicable, in confidence and shall not be
disclosed to any other Person, unless such disclosure is required by
any applicable law or regulation or pursuant to subpoena.
(f) Pursuant to Sections 8.01 and 8.02 of the 1999-A Servicing
Supplement, if the 1999-A Owner Trustee or the Delaware Owner Trustee
discovers that a representation or warranty with respect to a 1999-A
Contract was incorrect as of the time specified with respect to such
representation and warranty and such incorrectness materially and
adversely affects such 1999-A Contract, the 1999-A Owner Trustee or the
Delaware Owner Trustee, as applicable, shall give prompt written notice
to the Servicer and the Origination Trustee of such incorrectness.
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Section 6.02 CERTAIN MATTERS AFFECTING THE 1999-A OWNER TRUSTEE AND THE
DELAWARE OWNER TRUSTEE.
Except as otherwise provided in Section 6.01:
(a) the 1999-A Owner Trustee and the Delaware Owner Trustee
may rely and shall be protected in acting or refraining from acting
upon any resolution, Officer's Certificate, certificate of auditors or
any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document
believed by it in good faith to be genuine and to have been signed or
presented by the proper party or parties;
(b) the 1999-A Owner Trustee and the Delaware Owner Trustee
may consult with counsel and any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken or
suffered or omitted by it under this 1999-A Securitization Trust
Agreement in good faith absent negligence or willful misfeasance and in
accordance with such Opinion of Counsel;
(c) neither the 1999-A Owner Trustee nor the Delaware Owner
Trustee shall be under any obligation to exercise any of the rights or
powers vested in it by this 1999-A Securitization Trust Agreement or
the Origination Trust Agreement, as supplemented by the 1999-A SUBI
Supplement, or to institute, conduct or defend any litigation under or
in relation to this 1999-A Securitization Trust Agreement or the
Origination Trust Agreement, as supplemented by the 1999-A SUBI
Supplement, at the request, order or direction of the 1999-A Indenture
Trustee, HTC LP or HTD LP, unless the Certificateholders, the
Noteholders, the 1999-A Indenture Trustee, HTC LP or HTD LP shall have
offered to the 1999-A Owner Trustee or the Delaware Owner Trustee, as
applicable, reasonable security or indemnity against the costs,
expenses and liabilities that may be incurred therein or thereby;
(d) neither the 1999-A Owner Trustee nor the Delaware Owner
Trustee shall be personally liable for any action taken, suffered or
omitted by it in good faith absent negligence or willful misfeasance
and believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this 1999-A Securitization Trust
Agreement; and
(e) the 1999-A Owner Trustee and the Delaware Owner Trustee
may execute any of the trusts or powers under this 1999-A
Securitization Trust Agreement or perform any duties under this 1999-A
Securitization Trust Agreement either directly or by or through agents
or attorneys or a custodian; PROVIDED, HOWEVER, that the 1999-A Owner
Trustee and the Delaware Owner Trustee shall remain liable for
performance of their duties as set forth in Section 6.01.
Section 6.03 1999-A OWNER TRUSTEE AND DELAWARE OWNER TRUSTEE NOT LIABLE
FOR NOTES, CERTIFICATES OR LEASES. Neither the 1999-A Owner Trustee nor the
Delaware Owner Trustee shall make any representations as to the validity,
enforceability or sufficiency of this 1999-A Securitization Trust Agreement, the
Indenture, the Notes, the Certificates (other than the
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execution by the 1999-A Owner Trustee on behalf of the 1999-A Securitization
Trust of this 1999-A Securitization Trust Agreement and the authentication of
the Certificates), the 1999-A SUBI Interest or the 1999-A SUBI Certificates.
Neither the 1999-A Owner Trustee nor the Delaware Owner Trustee shall at any
time have any responsibility or liability (i) for or with respect to the
legality, validity and enforceability of the Indenture, the Notes, the 1999-A
SUBI Interest, the 1999-A SUBI Certificates, any 1999-A Contract, any ownership
interest in any 1999-A Leased Vehicle or the maintenance of any such ownership
interest, or (ii) for or with respect to the efficacy of the 1999-A
Securitization Trust or the 1999-A Owner Trustee's ability to generate the
payments to be distributed to the Noteholders or the Certificateholders under
this 1999-A Securitization Trust Agreement, including the validity of (A) the
assignment of the 1999-A SUBI Interest and the 1999-A SUBI Certificates to the
1999-A Securitization Trust or (B) any intervening assignment; the existence,
condition, location and ownership of any 1999-A Contract or 1999-A Leased
Vehicle; the existence and enforceability of the physical damage or credit life
or credit disability insurance; the existence and contents of any 1999-A
Contract, any computer or other record of any 1999-A Contract or the
completeness of any 1999-A Contract; the performance or enforcement of any
Lease; the compliance by HTC LP or HTD LP with any covenant or the breach by HTC
LP or HTD LP of any warranty or representation made under this 1999-A
Securitization Trust Agreement or in any related document and the accuracy of
any such warranty or representation; the acts or omissions of the Servicer; or
any action or failure to act by the 1999-A Owner Trustee or the Delaware Owner
Trustee in good faith, absent negligence or willful misfeasance, taken at the
instruction of the Servicer; PROVIDED, HOWEVER, that the foregoing shall not
relieve the 1999-A Owner Trustee or the Delaware Owner Trustee of its obligation
to perform its duties under this 1999-A Securitization Trust Agreement. Except
with respect to a claim based on the failure of the 1999-A Owner Trustee or the
Delaware Owner Trustee to perform its duties under this 1999-A Securitization
Trust Agreement or based on the 1999-A Owner Trustee's or the Delaware Owner
Trustee's, as applicable, willful misfeasance, bad faith or negligence, no
recourse shall be had for any claim based on any provision of this 1999-A
Securitization Trust Agreement, the Certificates, the 1999-A SUBI Interest, the
1999-A SUBI Certificates or any assignment thereof against the institution
serving as 1999-A Owner Trustee or Delaware Owner Trustee, in each case in its
individual capacity. Neither the 1999-A Owner Trustee nor the Delaware Owner
Trustee shall have any personal obligation, liability or duty whatsoever to any
Certificateholder, any Noteholder, the 1999-A Indenture Trustee, HTC LP, HTD LP
or any other Person with respect to any such claim, and any such claim shall be
asserted solely against the 1999-A Securitization Trust or any indemnitor who
shall furnish indemnity as provided in this 1999-A Securitization Trust
Agreement. Neither the 1999-A Owner Trustee nor the Delaware Owner Trustee shall
be accountable for the use or application by HTC LP or HTD LP of any of the
Notes or the Certificates or the proceeds of the Notes or the Certificates, or
for the use or application of any funds paid to the Servicer in respect of the
1999-A SUBI Interest or the 1999-A SUBI Certificates.
Section 6.04 1999-A OWNER TRUSTEE MAY OWN SECURITIES. The 1999-A Owner
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Notes or the owner of the Certificates with the same rights as it
would have if it were not 1999-A Owner Trustee.
Section 6.05 1999-A OWNER TRUSTEE'S FEES AND EXPENSES. The 1999-A Owner
Trustee shall be entitled to reasonable compensation (which shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust) for all services rendered by it in the
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execution of the trusts created by this 1999-A Securitization Trust Agreement
and in the exercise and performance of any of the powers and duties of the
1999-A Owner Trustee under this 1999-A Securitization Trust Agreement, and to
payment or reimbursement upon its request for all reasonable expenses,
disbursements and advances incurred or made by the 1999-A Owner Trustee in its
capacity as 1999-A Owner Trustee in accordance with any of the provisions of
this 1999-A Securitization Trust Agreement (including the reasonable
compensation and the expenses and disbursements of its counsel and of all
persons not regularly in its employ), except any such expense, disbursement or
advance as may arise from its negligence, willful misfeasance or bad faith or
that is the responsibility of the 1999-A Indenture Trustee, the Noteholders, the
Certificateholders, HTC LP or HTD LP under this 1999-A Securitization Trust
Agreement or any 1999-A Securitization Document. Such compensation and
reimbursement shall be paid as set forth in Sections 3.03(c) and 3.03(g).
Additionally, HTC LP or HTD LP, pursuant to Section 6.02(c), may agree to
indemnify the 1999-A Owner Trustee under certain circumstances and, as set forth
in this 1999-A Securitization Trust Agreement, will be liable for any unpaid
compensation and reimbursement which is not otherwise paid pursuant to this
Section 6.05.
Section 6.06 ELIGIBILITY REQUIREMENTS FOR 1999-A OWNER TRUSTEE. The
1999-A Owner Trustee under this 1999-A Securitization Trust Agreement shall at
all times: (a) be a national banking association or corporation having its
corporate trust office in the same State as the location of the Corporate Trust
Office of the 1999-A Owner Trustee as specified in this 1999-A Securitization
Trust Agreement; (b) be organized and doing business under the laws of such
State or the United States; (c) be authorized under such laws to exercise
corporate trust powers; (d) have a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authorities; and (e) have a long-term deposit rating no lower than Baa3 by
Moody's, so long as Moody's is a Rating Agency, BBB- by Standard & Poor's, so
long as Standard & Poor's is a Rating Agency, BBB- by Fitch, so long as Fitch is
a Rating Agency, or be otherwise acceptable to each Rating Agency, as evidenced
by a letter to such effect from each of them.
If the 1999-A Owner Trustee shall publish reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then, for the purpose of this Section 6.06, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the 1999-A Owner Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.06, the 1999-A Owner Trustee
shall resign immediately in the manner and with the effect specified in Section
6.07.
Section 6.07 RESIGNATION OR REMOVAL OF 1999-A OWNER TRUSTEE;
RESIGNATION OF DELAWARE OWNER TRUSTEE.
(a) RESIGNATION. The 1999-A Owner Trustee may at any time
resign and be discharged from the trusts created by this 1999-A
Securitization Trust Agreement by giving written notice thereof to HTC
LP and HTD LP. Upon receiving such notice of resignation, HTC LP and
HTD LP shall promptly appoint a successor 1999-A Owner Trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning 1999-A Owner Trustee and one copy to the
successor 1999-A Owner Trustee. If no successor 1999-A Owner Trustee
shall have been so appointed and
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have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning 1999-A Owner Trustee may petition
any court of competent jurisdiction for the appointment of a successor
1999-A Owner Trustee.
(b) REMOVAL. If at any time the 1999-A Owner Trustee shall
cease to be eligible in accordance with the provisions of Section 6.06
and shall fail to resign after written request therefor by HTC LP and
HTD LP, or if at any time the 1999-A Owner Trustee shall be legally
unable to act, or shall be adjudged a bankrupt or insolvent, or a
receiver of the 1999-A Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the
1999-A Owner Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then HTC LP and HTD LP may
jointly remove the 1999-A Owner Trustee. If HTC LP and HTD LP shall
remove the 1999-A Owner Trustee under the authority of the immediately
preceding sentence, HTC LP and HTD LP shall promptly appoint a
successor 1999-A Owner Trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the 1999-A Owner Trustee
so removed and one copy to the successor 1999-A Owner Trustee, and
payment of all fees owed to the outgoing 1999-A Owner Trustee.
(c) EFFECTIVE DATE OF RESIGNATION OR REMOVAL. Any resignation
or removal of the 1999-A Owner Trustee and appointment of a successor
1999-A Owner Trustee pursuant to any of the provisions of this Section
6.07 shall not become effective until acceptance of appointment by the
successor 1999-A Owner Trustee as provided in Section 6.08. The
Servicer shall give the 1999-A Indenture Trustee and each Rating Agency
notice of any such resignation or removal of the 1999-A Owner Trustee
and appointment and acceptance of a successor 1999-A Owner Trustee.
(d) DELAWARE OWNER TRUSTEE. Clauses (a) and (c) of this
Section 6.07 shall apply to the Delaware Owner Trustee on the same
basis as the 1999-A Owner Trustee.
Section 6.08 SUCCESSOR 1999-A OWNER TRUSTEE OR DELAWARE OWNER TRUSTEE.
Any successor 1999-A Owner Trustee appointed as provided in Section 6.07 shall
execute, acknowledge and deliver to its predecessor 1999-A Owner Trustee, to HTC
LP and to HTD LP, an instrument accepting such appointment under this 1999-A
Securitization Trust Agreement, and thereupon the resignation or removal of the
predecessor 1999-A Owner Trustee shall become effective and such successor
1999-A Owner Trustee, without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor under this 1999-A Securitization Trust Agreement, with like effect
as if originally named as 1999-A Owner Trustee. The predecessor 1999-A Owner
Trustee shall deliver to the successor 1999-A Owner Trustee all documents and
statements held by it under this 1999-A Securitization Trust Agreement; and HTC
LP, HTD LP and the predecessor 1999-A Owner Trustee shall execute and deliver
such instruments and do such other things as may reasonably be required to fully
and certainly vest and confirm in the successor 1999-A Owner Trustee all such
rights, powers, duties and obligations. No successor 1999-A Owner Trustee shall
accept appointment as provided in this Section 6.08 unless at the time of such
acceptance such successor 1999-A Owner Trustee shall be eligible under the
provisions of Section 6.06. Upon acceptance by a successor 1999-A Owner Trustee
of its appointment as provided in this Section
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6.08, the Servicer shall cause notice of the appointment of such successor
1999-A Owner Trustee under this 1999-A Securitization Trust Agreement to be
given by mail to the 1999-A Indenture Trustee and each Rating Agency. If the
Servicer fails to mail or cause to be mailed such notice within ten days after
acceptance of appointment by the successor 1999-A Owner Trustee, the successor
1999-A Owner Trustee shall cause such notice to be mailed at the expense of the
Servicer. This Section 6.08 shall apply to the Delaware Owner Trustee on the
same basis as the 1999-A Owner Trustee.
Section 6.09 MERGER OR CONSOLIDATION OF 1999-A OWNER TRUSTEE OR
DELAWARE OWNER TRUSTEE. Any corporation (i) into which the 1999-A Owner Trustee
may be merged or consolidated, (ii) which may result from any merger, conversion
or consolidation to which the 1999-A Owner Trustee shall be a party, or (iii)
which may succeed to the corporate trust business of the 1999-A Owner Trustee,
shall be the successor of the 1999-A Owner Trustee hereunder, provided such
corporation shall be eligible pursuant to Section 6.06, without the execution or
filing of any instrument or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding, except that if the
1999-A Owner Trustee in any of the foregoing cases is not the surviving entity,
then the surviving entity shall execute an agreement of assumption to perform
every obligation of the 1999-A Owner Trustee, either generally or particularly
as provided herein. Notice of any such event shall be given by the 1999-A Owner
Trustee to each Rating Agency. This Section 6.09 shall apply to the Delaware
Owner Trustee on the same basis as the 1999-A Owner Trustee.
Section 6.10 APPOINTMENT OF CO-TRUSTEE OR SEPARATE 1999-A OWNER
TRUSTEE. Notwithstanding any other provisions of this 1999-A Securitization
Trust Agreement, at any time, for the purpose of meeting any legal requirements
of any jurisdiction in which any part of the 1999-A Securitization Trust may at
the time be located, HTC LP, HTD LP and the 1999-A Owner Trustee acting jointly
shall have the power and shall execute and deliver all instruments to appoint
one or more Persons approved by the 1999-A Owner Trustee to act as co-trustee,
jointly with the 1999-A Owner Trustee, or separate trustee or separate trustees,
of all or any part of the 1999-A Securitization Trust, and to vest in such
Person, in such capacity and for the benefit of the Noteholders and the
Certificateholders, such title to the 1999-A Securitization Trust, or any part
thereof, and, subject to the other provisions of this Section 6.10, such powers,
duties, obligations, rights and trusts as HTC LP, HTD LP and the 1999-A Owner
Trustee may consider necessary or desirable. If either HTC LP or HTD LP shall
not have joined in such appointment within 15 days after the receipt by it of a
request to do so, the 1999-A Owner Trustee alone shall have the power to make
such appointment. No co-trustee or separate trustee under this 1999-A
Securitization Trust Agreement shall be required to meet the terms of
eligibility as a successor 1999-A Owner Trustee pursuant to Section 6.06 and no
notice of a successor 1999-A Owner Trustee pursuant to Section 6.08 and no
notice to Certificateholders, Noteholders or the 1999-A Indenture Trustee of the
appointment of any co-trustee or separate trustee shall be required pursuant to
Section 6.08.
Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred or
imposed upon the 1999-A Owner Trustee shall be conferred upon and
exercised or performed by the
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1999-A Owner Trustee and such separate trustee or co-trustee jointly
(it being understood that such separate trustee or co-trustee is not
authorized to act separately without the 1999-A Owner Trustee joining
in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed
the 1999-A Owner Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the 1999-A
Securitization Trust or any portion thereof in any such jurisdiction)
shall be exercised and performed singly by such separate trustee or
co-trustee, but solely at the direction of the 1999-A Owner Trustee;
(ii) no trustee under this 1999-A Securitization Trust
Agreement shall be personally liable by reason of any act or omission
of any other trustee under this 1999-A Securitization Trust Agreement;
and
(iii) HTC LP, HTD LP and the 1999-A Owner Trustee acting
jointly may at any time accept the resignation of or remove any
separate trustee or co-trustee.
Any notice, request or other writing given to the 1999-A Owner Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this 1999-A
Securitization Trust Agreement and the conditions of this Section 6.10. Each
separate trustee and co-trustee, upon its acceptance of the trusts conferred,
shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the 1999-A Owner Trustee or separately, as may
be provided therein, subject to all the provisions of this 1999-A Securitization
Trust Agreement, specifically including every provision of this 1999-A
Securitization Trust Agreement relating to the conduct of, affecting the
liability of, or affording protection to, the 1999-A Owner Trustee. Each such
instrument shall be filed with the 1999-A Owner Trustee and a copy thereof given
to HTC LP, HTD LP and the Servicer.
Any separate trustee or co-trustee may at any time appoint the 1999-A
Owner Trustee its agent or attorney-in-fact with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this 1999-A Securitization Trust Agreement on behalf of such separate trustee or
co-trustee and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
1999-A Owner Trustee, to the extent permitted by law, without the appointment of
a new or successor trustee. Notwithstanding anything to the contrary in this
1999-A Securitization Trust Agreement, the appointment of any separate trustee
or co-trustee shall not relieve the 1999-A Owner Trustee of its obligations and
duties under this 1999-A Securitization Trust Agreement.
Section 6.11 REPRESENTATIONS AND WARRANTIES OF 1999-A OWNER TRUSTEE.
The 1999-A Owner Trustee makes the following representations and warranties upon
which HTC LP, HTD LP, the Noteholders and the Certificateholders may rely:
(i) ORGANIZATION AND GOOD STANDING. The 1999-A Owner Trustee
is a national banking association organized, existing and in good
standing under the laws of the United States.
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(ii) POWER AND AUTHORITY. The 1999-A Owner Trustee has full
power, authority and right to execute, deliver and perform this 1999-A
Securitization Trust Agreement and has taken all necessary action to
authorize the execution, delivery and performance by it of this 1999-A
Securitization Trust Agreement.
(iii) DUE EXECUTION. This 1999-A Securitization Trust
Agreement has been duly executed and delivered by the 1999-A Owner
Trustee.
(iv) ENFORCEABILITY. This 1999-A Securitization Trust
Agreement constitutes the legal, valid and binding obligation of the
1999-A Owner Trustee, enforceable against the 1999-A Owner Trustee in
accordance with its terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, moratorium, reorganization or other
similar laws affecting enforcement of creditors' rights generally and
by general principles of equity.
Section 6.12 TAX RETURNS. Pursuant to Section 10.04 of the 1999-A
Servicing Supplement, the Servicer shall, on behalf of the 1999-A Securitization
Trust, the 1999-A Owner Trustee, HTC LP and HTD LP, prepare or shall cause to be
prepared any required federal tax information returns (in a manner consistent
with the treatment of the Notes as indebtedness) and the 1999-A Owner Trustee
shall file and distribute such forms as required by law in accordance with the
Servicer's instructions. Also pursuant to Section 10.04 of the 1999-A Servicing
Supplement, 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 of the 1999-A Securitization Trust and shall
deliver any such returns to the 1999-A Owner Trustee for signature by HTC LP and
HTD LP (or any other Person authorized to sign such returns) at least five days
prior to the date such returns are required by law to be filed. The 1999-A
Securitization Trust shall not elect to be treated as an association under
Treasury Regulations ss. 301.7701-3(a) for federal income tax purposes.
Section 6.13 1999-A OWNER TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION
OF THE CERTIFICATES. All rights of action and claims under this 1999-A
Securitization Trust Agreement or the Certificates may be prosecuted and
enforced by the 1999-A Owner Trustee without the possession of the Certificates
or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the 1999-A Owner Trustee shall be brought in its own
name as trustee. Any recovery of judgment shall, after provision for the payment
of the reasonable compensation, expenses, disbursements and advances of the
1999-A Owner Trustee, its agents and counsel, be for the ratable benefit of the
Noteholders and the Certificateholders in respect of which such judgment has
been obtained.
Section 6.14 SUIT FOR ENFORCEMENT. If a 1999-A Servicer Termination
Event shall occur and be continuing, the 1999-A Indenture Trustee or the 1999-A
Owner Trustee, in its discretion, may, subject to the provisions of Sections
6.01 and 6.02 hereof and Section 2.01(c) of the Servicing Agreement (with
respect to the Servicer), proceed to protect and enforce its rights and the
rights of the Noteholders and Certificateholders under this 1999-A
Securitization Trust Agreement, the Servicing Agreement and the 1999-A Servicing
Supplement, as applicable, by a suit, action or proceeding in equity or at law
or otherwise, whether for the specific performance of any covenant or agreement
contained herein or therein or in aid of the execution of any power
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granted herein or therein or for the enforcement of any other legal, equitable
or other remedy as the 1999-A Indenture Trustee or the 1999-A Owner Trustee,
being advised by counsel, shall deem most effectual to protect and enforce any
of the rights of the 1999-A Indenture Trustee or the 1999-A Owner Trustee or the
Noteholders and the Certificateholders.
Section 6.15 RIGHTS OF 1999-A INDENTURE TRUSTEE TO DIRECT 1999-A OWNER
TRUSTEE. Until the Notes are paid in full, the 1999-A Indenture Trustee shall
have the right, and, thereafter, HTC LP and HTD LP shall jointly have the right,
to direct the time, method and place of conducting any proceeding for any remedy
available to the 1999-A Owner Trustee under this 1999-A Securitization Trust
Agreement, or exercising any trust or power conferred on the 1999-A Owner
Trustee by this 1999-A Securitization Trust Agreement; PROVIDED, HOWEVER, that
(a) subject to Sections 6.01 and 6.02, the 1999-A Owner Trustee shall have the
right to decline to follow any such direction if the 1999-A Owner Trustee being
advised by counsel determines that the action so directed may not lawfully be
taken, or if the 1999-A Owner Trustee in good faith shall, by a Responsible
Officer, determine that the proceedings so directed would be illegal or subject
it to personal liability, and (b) nothing in this 1999-A Securitization Trust
Agreement shall impair the right of the 1999-A Owner Trustee to take any action
deemed proper by the 1999-A Owner Trustee and which is not inconsistent with
such direction by the 1999-A Indenture Trustee or by HTC LP and HTD LP, as
applicable.
Section 6.16 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 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 or member (as applicable) of a UTI Beneficiary or of a
Transferor which is a partnership or a limited liability company, 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 of a Special Purpose Affiliate partnership (or
any of their respective general partners) that is a partnership or a limited
liability company, 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 6.16 shall survive the termination of this
1999-A Securitization Trust Agreement or the resignation or removal of the
1999-A Owner Trustee or the 1999-A Indenture Trustee under this 1999-A
Securitization Trust Agreement or the Indenture, respectively.
Section 6.17 AUTHORITY TO EXECUTE. Each of HTC LP and HTD LP hereby
authorizes and directs the 1999-A Owner Trustee (i) to execute and deliver on
behalf of the 1999-A Securitization Trust the Indenture, the Certificates and
any other document as HTC LP, HTD LP or the 1999-A Indenture Trustee may from
time to time direct, (ii) to execute and deliver all other documents
contemplated by the documents referred to in clause (i) above, and (iii) subject
to the terms of this 1999-A Securitization Trust Agreement, to take such other
actions in connection with the foregoing as HTC LP, HTD LP, the Servicer or the
1999-A Indenture Trustee may from time to time direct.
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Section 6.18 MANAGEMENT OF THE 1999-A SECURITIZATION TRUST. The
business and affairs of the 1999-A Securitization Trust shall be managed by the
1999-A Owner Trustee at the direction of HTC LP, HTD LP, the Servicer and the
1999-A Indenture Trustee.
Section 6.19 NEGATIVE PLEDGE. Except as expressly set forth herein with
respect to the pledge to the 1999-A Indenture Trustee of the 1999-A SUBI
Certificates and the 1999-A SUBI Assets evidenced thereby and the disposition of
the assets of the 1999-A Securitization Trust in connection with the termination
of the 1999-A Securitization Trust pursuant to Section 7.01, the 1999-A Owner
Trustee shall not sell, assign, pledge, convey or otherwise transfer to any
Person the 1999-A SUBI Certificates or any interest therein.
ARTICLE SEVEN
TERMINATION
Section 7.01 DISSOLUTION AND TERMINATION OF THE 1999-A SECURITIZATION TRUST.
(a) The 1999-A Securitization Trust shall dissolve and its
affairs shall be wound up upon the earliest to occur of (i) the
maturity, sale or other liquidation, as the case may be, of the last
outstanding 1999-A Contract and 1999-A Leased Vehicle evidenced by the
1999-A SUBI Interest and the distribution of all proceeds thereof
(other than proceeds of the Residual Value Insurance Policy or any
other residual value insurance policy, to the extent such proceeds
relate to the 1999-A Contracts and the 1999-A Leased Vehicles) together
with all amounts on deposit all 1999-A SUBI Accounts and the Reserve
Fund in the manner provided in Section 3.03, (ii) the purchase as of
any Distribution Date by the Servicer of the corpus of the 1999-A
Securitization Trust in the manner provided in Section 7.02, (iii) the
day following the Distribution Date upon which all Notes and
Certificates have been paid in full and after which there is no
unreimbursed Class A-1 Note Principal Loss Amount, Class A-2 Note
Principal Loss Amount, Class A-3 Note Principal Loss Amount, Class A-4
Note Principal Loss Amount, Class A-5 Note Principal Loss Amount, Class
B Note Principal Loss Amount, Class C Note Principal Loss Amount,
Certificate Principal Loss Amount, Class A-1 Note Principal Loss
Interest Amount, Class A-2 Note Principal Loss Interest Amount, Class
A-3 Note Principal Loss Interest Amount, Class A-4 Note Principal Loss
Interest Amount, Class A-5 Note Principal Loss Interest Amount, Class B
Note Principal Loss Interest Amount, Class C Note Principal Loss
Interest Amount, Certificate Principal Loss Interest Amount, Class B
Note Principal Carryover Shortfall, Class C Note Principal Carryover
Shortfall, Class B Note Principal Carryover Shortfall Interest Amount
or Class C Note Principal Carryover Shortfall Interest Amount or (iv)
the expiration, disposition or termination of the 1999-A SUBI Interest.
HTC LP and HTD LP shall promptly notify the 1999-A Owner Trustee and
each Rating Agency of any prospective dissolution of the 1999-A
Securitization Trust.
(b) Upon the completion of the winding up of the 1999-A
Securitization Trust (i) the 1999-A Securitization Trust and this
1999-A Securitization Trust Agreement shall terminate, (ii) the
respective obligations and responsibilities of HTC LP, HTD LP, the
1999-A Indenture Trustee and the 1999-A Owner Trustee shall terminate,
and (iii) the 1999-A Owner Trustee shall cause the Certificate of Trust
to be cancelled by filing a
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certificate of cancellation with the Secretary of State of the State of
Delaware in accordance with Section 3810 of the Business Trust Statute.
Section 7.02 OPTIONAL PURCHASE OF 1999-A SUBI CERTIFICATES.
On each Distribution Date as of which the Investor Balance shall be
less than or equal to $329,355,828.90 (10% of the sum of the Initial Note
Balance and the Initial Certificate Balance), either before or after giving
effect to any payment of principal required to be made on such Distribution
Date, the Servicer shall have the option to purchase the Securityholders'
interest in the corpus of the 1999-A Securitization Trust and to effect a
termination of the 1999-A Securitization Trust (including both the 1999-A Note
Securitization Trust and the 1999-A Residual Value Insurance Co-Trust). To
exercise such option, the Servicer shall notify the 1999-A Indenture Trustee,
the 1999-A Owner Trustee, HTC LP and HTD LP, in writing, no later than the third
Business Day of the month in which such purchase is to be effected and shall
deposit in the 1999-A SUBI Collection Account an amount equal to the greater of
(i) 99.8% of the Aggregate Net Investment Value as of the last day of the
related Collection Period, and (ii) the sum of (A) the Class A-1 Note Balance,
the Class A-2 Note Balance, the Class A-3 Note Balance, the Class A-4 Note
Balance, the Class A-5 Note Balance, the Class B Note Balance, the Class C Note
Balance and the Certificate Balance, (B) the accrued and unpaid Class A-1
Interest Distributable Amount, Class A-2 Interest Distributable Amount, Class
A-3 Interest Distributable Amount, Class A-4 Interest Distributable Amount,
Class A-5 Interest Distributable Amount, Class B Interest Distributable Amount,
Class C Interest Distributable Amount and Certificate Interest Distributable
Amount, (C) any accrued and unpaid Class A-1 Interest Carryover Shortfall, Class
A-2 Interest Carryover Shortfall, Class A-3 Interest Carryover Shortfall, Class
A-4 Interest Carryover Shortfall, Class A-5 Interest Carryover Shortfall, Class
B Interest Carryover Shortfall, Class C Interest Carryover Shortfall and
Certificate Interest Carryover Shortfall, (D) any unpaid Class A-1 Note
Principal Loss Amount, Class A-2 Note Principal Loss Amount, Class A-3 Note
Principal Loss Amount, Class A-4 Note Principal Loss Amount, Class A-5 Note
Principal Loss Amount, Class B Note Principal Loss Amount, Class C Note
Principal Loss Amount, Certificate Principal Loss Amount, Class B Note Principal
Carryover Shortfall and Class C Note Principal Carryover Shortfall, and (E) any
accrued and unpaid Class A-1 Note Principal Loss Interest Amount, Class A-2 Note
Principal Loss Interest Amount, Class A-3 Note Principal Loss Interest Amount,
Class A-4 Note Principal Loss Interest Amount, Class A-5 Note Principal Loss
Interest Amount, Class B Note Principal Loss Interest Amount, Class C Note
Principal Loss Interest Amount, Certificate Principal Loss Interest Amount,
Class B Note Principal Carryover Shortfall Interest Amount and Class C Note
Principal Carryover Shortfall Interest Amount, in each case through the day
preceding the final Distribution Date. On such Distribution Date, upon receipt
of such amount, the 1999-A Owner Trustee shall distribute such amounts pursuant
to the priorities set forth in Section 3.03, and any balance will be distributed
to the Servicer. Thereupon the Servicer shall succeed to all of the corpus of
the 1999-A Securitization Trust.
ARTICLE EIGHT
TAX MATTERS
Section 8.01 TAX AND ACCOUNTING CHARACTERIZATION. It is the intent of
the parties hereto that the 1999-A Securitization Trust not constitute a
separate entity for federal income tax or
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state income or franchise tax purposes. It is the intent of each of HTC LP and
HTD LP and the Noteholders that the Notes be treated as indebtedness of each of
HTC LP and HTD LP secured by the assets of the 1999-A Securitization Trust for
federal income tax and state income and franchise tax purposes. The parties
agree that, unless otherwise required by appropriate tax authorities, the 1999-A
Securitization Trust shall not file or cause to be filed annual returns, reports
or other forms and shall treat the 1999-A Securitization Trust consistent with
the characterization that the 1999-A Securitization Trust is not a separate
entity for tax purposes.
ARTICLE NINE
MISCELLANEOUS PROVISIONS
Section 9.01 AMENDMENT.
(a) This 1999-A Securitization Trust Agreement and the 1999-A
Securitization Documents may be amended by the respective parties
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; and PROVIDED, FURTHER that any amendment
eliminating the Reserve Fund or reducing the Reserve Fund
Requirement shall also require HTC LP and HTD LP to deliver to the
1999-A Owner Trustee an Opinion of Counsel to the effect that after
such amendment, for federal income tax purposes, the 1999-A
Securitization Trust will not be treated as an association taxable
as a corporation and the Notes should properly be characterized as
indebtedness that is secured by the assets of the 1999-A
Securitization Trust.
(b) This 1999-A Securitization Trust Agreement and the 1999-A
Securitization Documents may also be amended from time to time by the
respective parties hereto or thereto including with respect to (i)
changing the formula for determining the Reserve Fund Requirement and
changing the Reserve Fund Tests which change could result in a decrease
in the amount of the Reserve Fund Requirement, (ii) changing the manner
by which the Reserve Fund is funded, which changes could include
borrowings by HTC LP and HTD LP to fund all or a portion of the Reserve
Fund Initial Deposit (which borrowings would be payable from assets or
cash flow otherwise payable to HTC LP and HTD LP), (iii) changing the
remittance schedule for deposits in the 1999-A Note Distribution
Account and the 1999-A Certificate Distribution Account, or (iv)
changing the definition of "Eligible Investments", if either (A) the
1999-A Indenture Trustee has been furnished with confirmation (written
or oral) from each Rating Agency to the effect that such amendment
would not cause its then-current rating
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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, 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 (which
consent of any Noteholder or Certificateholder given pursuant to this
Section 9.01(b) or pursuant to any other provision of this 1999-A
Securitization Trust Agreement shall be conclusive and binding on such
Noteholder or Certificateholder and on all future Noteholders or
Certificateholders of such Note 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 (1) any amendment eliminating the
Reserve Fund or reducing the Reserve Fund Requirement to less than
the lesser of the Reserve Fund Initial Deposit and the sum of the
Note Balance and the Certificate Balance as of the related
Distribution Date (after giving effect to reductions in the Note
Balance and Certificate Balance on such Distribution Date), shall
also require that the 1999-A Indenture Trustee and each Rating
Agency receive an Opinion of Counsel to the effect that, after such
amendment, for federal income tax purposes the Notes will properly
be characterized as indebtedness that is secured by the assets of
the 1999-A Securitization Trust; and (2) no such amendment shall (x)
except as otherwise provided in Section 9.01(a), increase or reduce
in any manner (i) 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 (ii) the applicable Note Rate or Certificate Rate or
(y) 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 1999-A Owner Trustee shall provide each Rating Agency
prior notice of any proposed amendment hereto and copies of an Opinion
of Counsel, if relevant, whether or not such amendment requires the
approval of the 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 substantial form of the
proposed amendment or modification.
(d) Promptly after the execution of any such amendment or
consent, the 1999-A Owner Trustee and the 1999-A Indenture Trustee
shall furnish written notification of the substance of such amendment
or consent to each Certificateholder and Noteholder, as the case may
be. It shall not be necessary for the consent of Certificateholders or
Noteholders pursuant to Section 9.01(b) to approve the particular form
of any proposed amendment or consent, but it shall be sufficient if
such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization by
Certificateholders or Noteholders of the execution thereof shall be
subject to such reasonable requirements as the 1999-A Owner Trustee may
prescribe.
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(e) Prior to the execution of any amendment to this 1999-A
Securitization Trust Agreement, the 1999-A Indenture Trustee and the
1999-A Owner Trustee shall be entitled to receive and rely upon an
Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this 1999-A Securitization Trust Agreement
and that such amendment would not reasonably be expected to adversely
affect the federal income tax attributes of the Notes. The 1999-A
Indenture Trustee and the 1999-A Owner Trustee may, but shall not be
obligated to, enter into any such amendment which affects the 1999-A
Indenture Trustee's or 1999-A Owner Trustee's, as the case may be, own
rights, duties or immunities under this 1999-A Securitization Trust
Agreement or otherwise.
Section 9.02 PROTECTION OF TITLE TO 1999-A SECURITIZATION TRUST.
(a) Each of HTC LP and HTD LP shall execute and file, or cause
to be executed and filed, such financing statements and such
continuation and other statements, all in such manner and in such
places as may be required by law fully to preserve, maintain and
protect the interests of the Certificateholders, the Noteholders, the
1999-A Owner Trustee and the 1999-A Indenture Trustee under this 1999-A
Securitization Trust Agreement in the 1999-A SUBI Interest, the 1999-A
SUBI Certificates, the Reserve Fund Property and the proceeds thereof.
Each of HTC LP and HTD LP shall deliver (or cause to be delivered) to
the 1999-A Owner Trustee and the 1999-A Indenture Trustee file-stamped
copies of, or filing receipts for, any document filed as provided
above, as soon as available following such filing.
(b) Neither of HTC LP nor HTD LP shall change its name,
identity or partnership structure in any manner that would, could or
might make any financing statement or continuation statement filed by
HTC LP or HTD LP in accordance with Section 9.02(a) seriously
misleading within the meaning of Section 9-402(7) of the UCC unless it
shall have given the 1999-A Owner Trustee written notice thereof and
shall have promptly filed appropriate amendments to all previously
filed financing statements or continuation statements.
(c) Each of HTC LP and HTD LP shall give the 1999-A Owner
Trustee prior written notice of any relocation of its principal
executive office if, as a result of such relocation, the applicable
provisions of the UCC would require the filing of any amendment of any
previously filed financing or continuation statement or of any new
financing statement and shall promptly make any such filing.
(d) Each of HTC LP and HTD LP shall deliver to the 1999-A
Owner Trustee promptly after the execution and delivery of each
amendment to this 1999-A Securitization Trust Agreement, an Opinion of
Counsel either (i) stating that, in the opinion of such Counsel, all
financing statements and continuation statements have been executed and
filed that are necessary fully to preserve and protect the interest of
the 1999-A Owner Trustee in the 1999-A SUBI Interest, and reciting the
details of such filings or referring to prior Opinions of Counsel in
which such details are given, or (ii) stating that, in the opinion of
such counsel, no such action is necessary to preserve and protect such
interest.
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Section 9.03 LIMITATIONS ON RIGHTS OF OTHERS. Except for Section 2.07,
the provisions of this 1999-A Securitization Trust Agreement are solely for the
benefit of the 1999-A Owner Trustee, the Delaware Owner Trustee, HTC LP, HTD LP,
the Certificateholders, the Servicer, the 1999-A Indenture Trustee and the
Noteholders, and nothing in this 1999-A Securitization Trust Agreement (other
than Section 2.07), whether express or implied, shall be construed to give to
any other Person any legal or equitable right, remedy or claim in the 1999-A
Securitization Trust Estate or under or in respect of this 1999-A Securitization
Trust Agreement or any covenants, conditions or provisions contained herein.
Section 9.04 NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be delivered or mailed by registered or certified
first-class United States mail, postage prepaid, hand delivery, prepaid courier
service, or by telecopier, and addressed in each case as follows: (i) if to the
1999-A Indenture Trustee, at The Bank of New York, 101 Barclay Street, Floor
12E, New York, New York 10286 (telecopier no. (212) 815-5544), Attention:
Corporate Trust Department; (ii) if to the 1999-A Owner Trustee, at U.S. Bank
National Association, 111 East Wacker Drive, Suite 3000, Chicago, Illinois 60601
(telecopier no. (312) 228-9401), Attention: Honda Auto Lease Trust 1999-A, (iii)
if to HTC LP, at 700 Van Ness Avenue, Torrance, California 90501 (telecopier no.
(310) 787-3910), Attention: General Partner, (iv) if to HTD LP, at 700 Van Ness
Avenue, Torrance, California 90501 (telecopier no. (310) 787-3910) Attention:
General Partner, (v) if to the Delaware Owner Trustee, at Wilmington Trust
Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890 (telecopier no. (302) 651-1576), (vi) if to Moody's, at Moody's Investors
Service, Inc., 99 Church Street, New York, New York 10007 (telecopier no. (212)
553-0573), Attention: ABS Monitoring Group; (vii) if to Standard & Poor's, at
Standard & Poor's Ratings Services, 55 Water Street, 47th Floor, New York, New
York 10041 (telecopier no. (212) 208-0030) Attention: Asset Backed Surveillance
Group; (viii) if to Fitch, to One State Street Plaza, New York, New York 10004
(telecopier no. (212) 376-6979) Attention: Asset-Backed Surveillance; or (ix) at
such other address as shall be designated by any of the foregoing in a written
notice to the other parties hereto. Delivery shall occur only upon receipt or
reported tender of such communication by an officer of the recipient entitled to
receive such notices located at the address of such recipient for notices
hereunder.
Section 9.05 SEVERABILITY OF PROVISIONS. Any provision of this 1999-A
Securitization Trust Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
Section 9.06 COUNTERPARTS. This 1999-A Securitization Trust Agreement
may be executed by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be an original, but all such counterparts
shall together constitute but one and the same instrument.
Section 9.07 SUCCESSORS AND ASSIGNS. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, HTC LP, HTD
LP, the 1999-A Owner Trustee, the Delaware Owner Trustee, the 1999-A Indenture
Trustee, the Certificateholders and the Noteholders and their respective
successors and permitted assigns, all to the extent herein
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provided. Any request, notice, direction, consent, waiver or other instrument or
action by HTC LP, HTD LP, the Certificateholders and the Noteholders shall bind
the successors and assigns of HTC LP, HTD LP, such Certificateholders and such
Noteholders.
Section 9.08 NO RECOURSE. The Certificates entitle the holders thereof
to the rights and benefits set forth in this 1999-A Securitization Trust
Agreement and in the Certificates. The Certificates do not represent interests
in or obligations of the Servicer, HTC LP, HTD LP, the 1999-A Owner Trustee, the
1999-A Indenture Trustee or any Affiliate thereof (other than the 1999-A
Securitization Trust) and no recourse may be had against such parties or their
assets, except as may be expressly set forth or contemplated in this 1999-A
Securitization Trust Agreement, the Certificates or the 1999-A Securitization
Documents.
Section 9.09 HEADINGS. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.
Section 9.10 GOVERNING LAW. THIS 1999-A SECURITIZATION TRUST AGREEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE
(EXCEPT FOR THE PROVISIONS OF SECTION 3.04 HEREOF, WHICH SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK), WITHOUT REGARD TO
ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW.
Section 9.11 CERTIFICATES NONASSESSABLE AND FULLY PAID. Subject to
Section 2.07, the Certificateholders shall not be personally liable for
obligations of the 1999-A Securitization Trust. The interests represented by the
Certificates shall be nonassessable for any losses or expenses of the 1999-A
Securitization Trust or for any reason whatsoever, and, upon authentication
thereof pursuant to Sections 4.01 and 4.02, the Certificates shall be deemed
fully paid.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties have caused this 1999-A Securitization
Trust Agreement to be duly executed by their respective officers as of the day
and year first above written by its duly authorized officer.
HONDA TITLING C L.P.
By: HONDA TITLING C LLC,
its General Partner
By: HONDA FUNDING INC.,
as Manager
By: /S/ Y.KOHAMA
---------------------------------------
Name: Y. Kohama
Title: President
HONDA TITLING D L.P.
By: HONDA TITLING D LLC,
its General Partner
By: HONDA FUNDING INC.,
as Manager
By: /S/ Y.KOHAMA
---------------------------------------
Name: Y. Kohama
Title: President
S-1
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U.S. BANK NATIONAL ASSOCIATION,
as Owner Trustee
By: /S/ PATRICIA M. CHILD
---------------------------------------
Name: Patricia M. Child
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
as Residual Value Insurance Co-Trustee
By: /S/ PATRICIA M. CHILD
---------------------------------------
Name: Patricia M. Child
Title: Vice President
WILMINGTON TRUST COMPANY, as Delaware Owner
Trustee
By: /S/ PATRICIA A. EVANS
---------------------------------------
Name: Patricia A. Evans
Title: Financial Services Officer
THE BANK OF NEW YORK, as Indenture Trustee
By: /S/ KELLY A. SHEAHAN
---------------------------------------
Name: Kelly A. Sheahan
Title: Assistant Vice President
S-2
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EXHIBIT A
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT IN THE EVENT OF THE
DISSOLUTION, TERMINATION OR BANKRUPTCY OF [HONDA TITLING C L.P. /HONDA TITLING D
L.P.] WHEN IT IS HOLDER HEREOF AND ANY TRANSFER IN VIOLATION OF THIS PROVISION
SHALL BE NULL AND VOID.
HONDA AUTO LEASE TRUST 1999-A
FORM OF AUTO LEASE ASSET-BACKED CERTIFICATE
evidencing an undivided beneficial interest in the 1999-A Securitization Trust,
as defined below, the property of which includes, among other things, the 1999-A
SUBI Certificates (transferred pursuant to the 1999-A Securitization Trust
Agreement), collectively evidencing a 99.8% beneficial interest in the 1999-A
SUBI Assets. The property of the 1999-A Securitization Trust has been pledged to
the 1999-A Indenture Trustee pursuant to the Indenture to secure the payment of
the Notes issued thereunder.
This Certificate does not represent an interest in or obligation of
Honda Titling C L.P., Honda Titling D L.P., American Honda Finance Corporation,
the 1999-A Owner Trustee, the 1999-A Indenture Trustee, the Delaware Owner
Trustee or any of their respective Affiliates, except to the extent described
below.
THIS CERTIFIES THAT [HONDA TITLING C L.P. ("HTC LP")/HONDA TITLING D
L.P. ("HTD LP")] is the registered owner of a [99%/1%] equity interest in a
separate series designated as the "1999-A Note Securitization Trust" (the
"1999-A Note Securitization Trust") of the Honda Auto Lease Trust 1999-A (the
"1999-A Securitization Trust") formed by HTC LP and HTD LP. The 1999-A
Securitization Trust was created pursuant to the 1999-A Securitization Trust
Agreement dated as of July 1, 1999 (the "1999-A Securitization Trust
Agreement"), among HTC LP, HTD LP, U.S. Bank National Association ("U.S. Bank"),
a national banking association, as owner trustee (the "1999-A Owner Trustee"),
Wilmington Trust Company, a Delaware corporation, as Delaware owner trustee (the
"Delaware Owner Trustee"), and The Bank of New York, a New York banking
corporation, as indenture trustee (the "1999-A Indenture Trustee"). A summary of
certain of the pertinent provisions of the 1999-A Securitization Trust Agreement
is set forth below. To the extent not otherwise defined herein capitalized terms
used herein without definitions have the respective meanings assigned to them in
the Agreement of Definitions, dated as of July 1, 1999, by and among HVT, Inc.,
Delaware Trust Capital Management, Inc, American Honda Finance Corporation, U.S.
Bank, the Delaware Owner Trustee, the 1999-A Indenture Trustee, Honda Titling A
L.P., Honda Titling B L.P., Honda Titling C L.P. and Honda Titling D L.P.
This Certificate is issued under the 1999-A Securitization Trust
Agreement and designated as a "Honda Auto Lease Trust 1999-A Auto Lease Backed
Certificate" (a "Certificate"). This Certificate is issued under and is subject
to the terms, provisions and conditions of the 1999-A Securitization Trust
Agreement, to which 1999-A Securitization Trust
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Agreement the holder of this Certificate by virtue of the acceptance hereof
assents and by which such holder is bound.
The property of the 1999-A Securitization Trust includes, among other
things, (i) the HTC LP 1999-A SUBI Certificate evidencing a 98.802% interest in
the 1999-A SUBI Assets, (ii) the HTD LP 1999-A SUBI Certificate evidencing a
0.998% interest in the 1999-A SUBI Assets, (iii) the amounts on deposit from
time to time in the 1999-A SUBI Accounts, (iv) rights as the third-party
beneficiary of the Servicing Agreement, the 1999-A Servicing Supplement, the
Origination Trust Agreement and the 1999-A SUBI Supplement and (v) all of the
proceeds of the foregoing. The rights of the 1999-A Securitization Trust in the
foregoing property (excluding any interest in the Residual Value Insurance
Policy or any other residual value insurance policy to the extent such interest
relates to the 1999-A Contracts and the 1999-A Leased Vehicles) have been
pledged by the 1999-A Owner Trustee to the 1999-A Indenture Trustee pursuant to
the Indenture to secure the payment of the Notes.
Payments in respect of the 1999-A SUBI Certificates will be allocated
between the Notes and the Certificates and paid to, among other recipients, the
registered holder of this Certificate as provided in the 1999-A Securitization
Trust Agreement.
The holder of this Certificate acknowledges and agrees that its rights
to receive payments in respect of this Certificate are subordinated to the
rights of the Noteholders as described in the 1999-A Securitization Trust
Agreement and the Indenture, as applicable.
By accepting this Certificate, the holder hereof waives any claim to
any proceeds or assets of the Origination Trust other than those from time to
time included within the 1999-A SUBI Interest as 1999-A SUBI Assets.
It is the intention of [HTC LP/HTD LP], as the holder of this
Certificate, that the Notes will be indebtedness for federal, state and local
income and franchise tax purposes and for purposes of any other tax imposed on
or measured by income. The 1999-A Owner Trustee and [HTC LP/HTD LP], as the
holder of this Certificate, by acceptance of this Certificate, agree to treat
the Notes, for purposes of federal, state, and local income or franchise taxes
and any other tax imposed on or measured by income, as indebtedness and to
report the transactions contemplated by the 1999-A Securitization Trust
Agreement on all applicable tax returns in a matter consistent with such
treatment.
The holder of this Certificate, by accepting this Certificate,
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 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 or member (as applicable) of a UTI Beneficiary or of
a Transferor which is a partnership or a limited liability company, 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 of a Special Purpose Affiliate partnership (or
any of their respective general partners) that is a partnership or a limited
liability company, any
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bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or
other proceedings under any federal or state bankruptcy or similar law.
If, notwithstanding the statement of intentions and undertakings set
forth in Section 8.01 of the 1999-A Securitization Trust Agreement and herein,
it is finally determined that the Notes do not evidence indebtedness of HTC LP
and HTD LP for all income and franchise tax purposes, but rather represent
equity interests in the assets of the 1999-A Securitization Trust, then [HTC
LP/HTD LP], as holder hereof, agrees (i) to treat the Notes, together with this
Certificate, as representing an interest in a partnership for all tax purposes,
(ii) to treat all payments in respect of such Certificate (to the extent not a
return of capital) as a "guaranteed payment" thereon made pursuant to Section
707(c) of the Code, and (iii) to allocate losses to such Certificate only to the
extent required for the allocation of all other items of income, gain,
deduction, loss or credit with respect to the assets and operations of the
1999-A Securitization Trust to [HTC LP/HTD LP] to be respected for federal
income tax purposes.
This Certificate does not represent an obligation of, or an interest
in, HTC LP, HTD LP, the Servicer, the 1999-A Indenture Trustee, the 1999-A Owner
Trustee, the Origination Trust or any of their respective Affiliates, other than
the 1999-A Securitization Trust. This Certificate is limited in right of payment
to certain collections and recoveries respecting the 1999-A SUBI Interest, the
1999-A SUBI Certificates and certain monies on deposit in the Reserve Fund and
in certain other accounts, in each case to the extent and as more specifically
set forth in the 1999-A Securitization Trust Agreement. A copy of the 1999-A
Securitization Trust Agreement may be examined during normal business hours at
the Corporate Trust Office of the 1999-A Owner Trustee, and at such other places
in the United States, if any, designated by the 1999-A Owner Trustee, by the
Certificateholder upon request.
The 1999-A Securitization Trust Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the parties thereto and the rights of the
Certificateholder under the 1999-A Securitization Trust Agreement at any time by
HTC LP, HTD LP, the Servicer, the 1999-A Indenture Trustee and the 1999-A Owner
Trustee. In certain limited circumstances, the 1999-A Securitization Trust
Agreement may only be amended with the consent of Holders of Notes evidencing
more than 50% of the aggregate Percentage Interests of all Notes, voting
together as a single class.
As provided in the 1999-A Securitization Trust Agreement, this
Certificate shall be owned by [HTC LP/HTD LP] and may not be transferred.
The obligations and responsibilities created by the 1999-A
Securitization Trust Agreement and the 1999-A Securitization Trust created
thereby shall terminate upon the payment to Noteholders of all amounts required
to be paid to them pursuant to the 1999-A Securitization Trust Agreement and the
disposition of all property held as part of the 1999-A Securitization Trust. The
Servicer may at its option purchase the corpus of the 1999-A Securitization
Trust at a price specified in the 1999-A Securitization Trust Agreement, and
such purchase of the 1999-A SUBI, the Retained 1999-A SUBI Certificates and
other property of the 1999-A Securitization Trust will effect early retirement
of this Certificate; PROVIDED, HOWEVER, such right of purchase is exercisable
only on the Distribution Date following the last day of a Collection Period as
of which the sum of the Note Balance and the Certificate Balance shall be
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less than or equal to ten percent (10%) of the sum of the Initial Note Balance
and the Initial Certificate Balance.
Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the 1999-A Owner Trustee, by manual
signature, this Certificate shall not entitle the Certificateholder hereof to
any benefit under the 1999-A Securitization Trust Agreement or be valid for any
purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
A-4
<PAGE>
IN WITNESS WHEREOF, the 1999-A Owner Trustee on behalf of the 1999-A
Securitization Trust and not in its individual capacity has caused this
Certificate to be duly executed by its duly authorized officer.
HONDA AUTO LEASE TRUST 1999-A
BY: U.S. Bank National Association,
as 1999-A Owner Trustee
By:
--------------------------------
Name:
Title:
1999-A OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
1999-A Securitization Trust Agreement.
U.S. Bank National Association,
as 1999-A Owner Trustee
By:
-------------------------------
Name:
Title:
A-5
<PAGE>
EXHIBIT B
CERTIFICATE OF TRUST OF
HONDA AUTO LEASE TRUST 1999-A
B-1
<PAGE>
Exhibit 4.2
HONDA AUTO LEASE TRUST 1999-A
5.445% Auto Lease Asset Backed Notes, Class A-1
5.875% Auto Lease Asset Backed Notes, Class A-2
6.100% Auto Lease Asset Backed Notes, Class A-3
6.450% Auto Lease Asset Backed Notes, Class A-4
6.650% Auto Lease Asset Backed Notes, Class A-5
6.650% Auto Lease Asset Backed Notes, Class B
6.900% Auto Lease Asset Backed Notes, Class C
INDENTURE
Dated as of July 1, 1999
THE BANK OF NEW YORK,
as 1999-A Indenture Trustee
<PAGE>
TRUST INDENTURE ACT
CROSS-REFERENCE CHART(1)
<TABLE>
<CAPTION>
TIA SECTION REFERENCE IN THE INDENTURE
- ----------- --------------------------
<S> <C>
310(a)(1)...............................................................................6.11(a)
310(a)(2)...............................................................................6.11(a)
310(a)(3)...............................................................................6.10
310(a)(4)...............................................................................Not applicable
310(a)(5)...............................................................................6.11(b)
310(b)..................................................................................6.11(a)
310(c)..................................................................................Not applicable
311(a)..................................................................................6.12
311(b)..................................................................................6.12
311(c)..................................................................................Not applicable
312(a)..................................................................................7.01, 7.02(a)
312(b)..................................................................................7.02(b)
312(c)..................................................................................7.02(c)
313(a)..................................................................................7.03(a)
313(b)..................................................................................7.03(a)
313(c)..................................................................................7.03(a)
313(d)..................................................................................7.03(b)
314(a)..................................................................................3.09, 7.04(a)
314(b)..................................................................................3.06
314(c)(1)...............................................................................11.01(a)
314(c)(2)...............................................................................11.01(a)
314(c)(3)...............................................................................Not applicable
314(d)..................................................................................3.09(b), 8.04
314(e)..................................................................................11.01(a)
315(a)..................................................................................6.01(b)
315(b)..................................................................................6.05
315(c)..................................................................................6.01(a)
315(d)..................................................................................6.01(c)
315(d)(1)...............................................................................6.01(b), 6.01(c)(i)
315(d)(2)...............................................................................6.01(c)(ii)
315(d)(3)...............................................................................6.01(c)(iii)
315(e)..................................................................................5.13
316(a)..................................................................................5.11; 5.12
316(a)(1)(A)............................................................................5.11
316(a)(1)(B)............................................................................5.12
316(a)(2)...............................................................................Not applicable
316(b)..................................................................................5.10
316(c)..................................................................................5.06(b)
</TABLE>
- -------------------
(1) This Trust Indenture Act Cross-Reference Chart is not a part of this
Indenture.
<PAGE>
<TABLE>
<S> <C>
317(a)(1)...............................................................................5.03(a), 5.03(b)
317(a)(2)...............................................................................5.03(d)
317(b)..................................................................................3.03
318(a)..................................................................................11.07
</TABLE>
<PAGE>
INDENTURE
INDENTURE, dated as of July 1, 1999, between HONDA AUTO LEASE TRUST
1999-A, a Delaware business trust (the "Issuer"), and THE BANK OF NEW YORK, a
New York banking corporation, solely as 1999-A Indenture Trustee and not in its
individual capacity (the "1999-A Indenture Trustee").
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 11.01
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 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")
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<PAGE>
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, among 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 Origination Trustee, on behalf
of the Origination Trust, and the Servicer are entering into the 1999-A
Servicing Supplement, dated as of July 1, 1999 (as amended, supplemented or
restated from time to time, the "1999-A Servicing Supplement") pursuant to
which, among other things, the terms of the Origination Trust Agreement and the
Servicing Agreement, dated April 1, 1998, by and among the UTI Beneficiaries,
the Servicer and the Origination Trust will be supplemented insofar as they
apply solely to the servicing of the 1999-A SUBI Sub-Trust created by the 1999-A
SUBI Supplement to provide for further specific servicing obligations that will
benefit the SUBI Beneficiaries with respect to the 1999-A SUBI created by the
1999-A SUBI Supplement.
F. 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,
2
<PAGE>
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 (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.
G. Concurrently herewith, HTC LP and HTD LP will submit the
HTA LP/HTB LP 1999-A SUBI Certificates to the Origination Trustee and direct the
Origination Trustee to issue 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.
H. 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").
I. 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
3
<PAGE>
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 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.
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 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.
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 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.
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 (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.
M. Concurrently herewith, the 1999-A Residual Value Insurance
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
4
<PAGE>
1999-A Residual Value Insurance Certificate and the HTB LP/HTC LP 1999-A
Residual Value Insurance Certificate will 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.
N. 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.
O. 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.
P. The parties hereto desire that, pursuant to this Indenture,
the 1999-A Indenture Trustee will issue the Notes and the Issuer will grant a
security interest in all of the assets held by the Issuer (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
Issuer's obligations under this Indenture.
Q. The notes, to be known as 5.445% Auto Lease Asset Backed
Notes, Class A-1 (the "Class A-1 Notes"), 5.875% Auto Lease Asset Backed Notes,
Class A-2 (the "Class A-2 Notes"), 6.100% Auto Lease Asset Backed Notes, Class
A-3 (the "Class A-3 Notes"), 6.450% Auto Lease Asset Backed Notes, Class A-4
(the "Class A-4 Notes"), 6.650% Auto Lease Asset Backed Notes, Class A-5 (the
"Class A-5 Notes" and, together with the Class A-1 Notes, Class A-2 Notes, Class
A-3 Notes and Class A-4 Notes, the "Class A Notes"), 6.650% Auto Lease Asset
Backed Notes, Class B (the "Class B Notes") and 6.900% Auto Lease Asset Backed
Notes, Class C (the "Class C Notes" and, together with the Class A Notes and
Class B Notes, the "Notes"), and the certificate of authentication for the
Notes, are to be substantially in the forms
5
<PAGE>
set forth in Exhibits A, B and C attached hereto, as applicable, with such
variations as are permitted in this Indenture.
GRANTING CLAUSE
The Issuer hereby Grants to the 1999-A Indenture Trustee on behalf of
the 1999-A Securitization Trust at the Closing Date, on behalf of and for the
benefit of the Noteholders, without recourse, all of the Issuer's right, title
and interest, whether now existing or hereinafter acquired or arising in, to and
under (i) the 1999-A SUBI Certificates, the rights in and benefits of the 1999-A
SUBI Interest evidenced by the 1999-A SUBI Certificates and all monies due
thereon and paid thereon or in respect thereof; (ii) the right to realize upon
any property that may be deemed to secure the foregoing; (iii) all rights
accruing to any holder of a 1999-A SUBI Certificate as a third-party beneficiary
under the Origination Trust Agreement, the 1999-A SUBI Supplement, the Servicing
Agreement and the 1999-A Servicing Supplement; (iv) all rights of HTC LP, as
transferee under the 1999-A SUBI Certificates Purchase and Sale Agreement with
respect to the HTC LP 1999-A SUBI Certificate; (v) all rights of HTD LP, as
transferee under the 1999-A SUBI Certificates Purchase and Sale Agreement with
respect to the HTD LP 1999-A SUBI Certificate; (vi) all rights of the Issuer as
a third party beneficiary of the Administration Agreement; (vii) the 1999-A SUBI
Accounts (excluding the 1999-A Certificate Distribution Account), including the
Reserve Fund; and (viii) all payments on or under and all proceeds of every kind
and nature whatsoever in respect of any or all of the foregoing, including all
proceeds of the conversion thereof, voluntary or involuntary, into cash or other
liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds
(excluding proceeds from the Residual Value Insurance Policy or other residual
value insurance policies received with respect to the 1999-A Leased Vehicles and
1999-A Contracts), condemnation awards, rights to payment of any and every kind
and other forms of obligations and receivables, instruments and other property
that at any time constitute all or part of or are included in the proceeds of
any of the foregoing (collectively, the "Collateral").
The foregoing Grant is made in trust to secure the payment of principal
of and interest on, and all other amounts owing in respect of, the Notes,
equally and ratably without prejudice, priority or distinction (subject to the
provisions with respect to payments of interest on, and principal of, the Notes
as set forth in the 1999-A Securitization Trust Agreement), and to secure
compliance with the provisions of this Indenture, all as provided in this
Indenture.
The 1999-A Indenture Trustee, as 1999-A Indenture Trustee on behalf of
the Noteholders, acknowledges such Grant, accepts the trusts under this
Indenture in accordance with the provisions of this Indenture and agrees to
perform its duties as required in this Indenture to the end that the interests
of the Noteholders may be adequately and effectively protected.
6
<PAGE>
ARTICLE ONE
DEFINITIONS
Section 1.01 DEFINITIONS. For all purposes of this Indenture, 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, 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; PROVIDED, HOWEVER, in the event of any conflict
between a definition set forth both herein and the Agreement of Definitions, the
definition set forth herein shall prevail.
Section 1.02 INTERPRETIVE PROVISIONS. For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires, (i) terms used in this Indenture include, as appropriate,
all genders and the plural as well as the singular, (ii) references to this
Indenture include all Exhibits and Schedules hereto, (iii) references to words
such as "herein", "hereof" and the like shall refer to this Indenture as a whole
and not to any particular part, Article or Section within this Indenture, (iv)
references to a section such as "Section 2.01" or an Article such as "Article
Two" shall refer to the applicable Section or Article of this Indenture, (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.
ARTICLE TWO
THE NOTES
Section 2.01 FORM GENERALLY. The Class A-1 Notes, the Class A-2 Notes,
the Class A-3 Notes, the Class A-4 Notes and the Class A-5 Notes, and the
certificates of authentication thereon, shall be in substantially the form set
forth in Exhibit A, the Class B Notes, and the certificates of authentication
thereon, shall be in substantially the form set forth in Exhibit B, and the
Class C Notes, and the certificates of authentication thereon, shall be in
substantially the form set forth in Exhibit C, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification including CUSIP Numbers and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution thereof. Any
portion of the text
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of any Note may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Note.
The Notes shall be typed, printed, lithographed, engraved or produced
by any combination of these methods on steel engraved borders, or may be
produced in any other manner as may, consistently herewith, be accepted by the
Responsible Officer of the 1999-A Owner Trustee executing such Notes on behalf
of the 1999-A Securitization Trust, as evidenced by their execution thereof.
Section 2.02 DENOMINATIONS.
(a) Subject to Section 2.12 hereof, the Notes will be issued in
book-entry form.
(b) The 1999-A Indenture Trustee shall, upon Issuer Order, authenticate
and deliver for original issue the following aggregate principal amount of
Notes: (i) $380,000,000 of Class A-1 Notes, (ii) $360,000,000 of Class A-2
Notes, (iii) $400,000,000 of Class A-3 Notes, (iv) $1,000,000,000 of Class A-4
Notes, (v) $807,000,000 of Class A-5 Notes, (vi) $66,000,000 of Class B Notes
and (vii) $66,000,000 of Class C Notes. The aggregate principal amount of Class
A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5 Notes,
Class B Notes and Class C Notes outstanding at any time may not exceed such
respective amounts, except as provided in Sections 2.04 and 2.05 hereof.
(c) The Notes shall be issuable on the Closing Date in minimum
denominations of $1,000 and integral multiples in excess thereof; PROVIDED,
HOWEVER, that on the Closing Date, one Class A-1 Note, one Class A-2 Note, one
Class A-3 Note, one Class A-4 Note, one Class A-5 Note, one Class B Note and one
Class C Note may be issued in a denomination that includes any remaining portion
of the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the
Initial Class A-3 Note Balance, the Initial Class A-4 Note Balance, the Initial
Class A-5 Note Balance, the Initial Class B Note Balance and the Initial Class C
Note Balance, respectively (each, a "Residual Note").
Section 2.03 EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The Notes
shall be executed on behalf of the Issuer by a Responsible Officer of the 1999-A
Owner Trustee, which signature may be manual or in facsimile. Notes bearing the
manual or facsimile signature of individuals who were at the time of execution
Responsible Officers of the 1999-A Owner Trustee shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of issuance of such Notes.
At any time and from time to time after the execution and delivery of
this Indenture and the collateral assignment to the 1999-A Indenture Trustee of
the portion of the 1999-A Securitization Trust Estate to be Granted to the
1999-A Indenture Trustee on the Closing Date, the Issuer may deliver Notes
executed by the Issuer, and upon Issuer Order the 1999-A Indenture Trustee shall
authenticate and deliver such Notes as provided in this Indenture and not
otherwise.
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Notes that are authenticated and delivered by the 1999-A Indenture
Trustee or the Authenticating Agent to or upon the order of the Issuer on the
Closing Date shall be dated as of the Closing Date. All other Notes that are
authenticated after the Closing Date for any other purpose hereunder shall be
dated the date of their authentication.
No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for in Exhibits
A, B and C, executed by the 1999-A Indenture Trustee or the Authenticating Agent
by the manual signature of one of its Responsible Officers, and such certificate
upon any Note shall be conclusive evidence, and the only evidence, that such
Note has been duly authenticated and delivered hereunder.
Section 2.04 REGISTRATION OF NOTES. The Issuer shall cause to be kept a
register (the "Note Register") in which, subject to such reasonable procedures
as it may prescribe, the Issuer shall provide for the registration of Notes and
the registration of transfers of Notes. The 1999-A Indenture Trustee is hereby
initially appointed "Note Registrar" for the purposes of maintaining the Note
Register and registering Notes and transfers of Notes as herein provided, and
the 1999-A Indenture Trustee hereby accepts such appointment. Upon any
resignation of any Note Registrar, the Issuer shall promptly appoint a successor
or, if it elects not to make such an appointment, assume the duties of Note
Registrar.
If a Person other than the 1999-A Indenture Trustee is appointed by the
Issuer as Note Registrar, the Issuer will give the 1999-A Indenture Trustee
prompt written notice of the appointment of such Note Registrar and of the
location, and any change in the location, of the Note Register. Under such
circumstances, the 1999-A Indenture Trustee shall have the right to inspect the
Note Register at all reasonable times and to obtain copies thereof, and the
1999-A Indenture Trustee shall have the right to conclusively rely (absent
manifest error) upon a certificate executed on behalf of the Note Registrar by a
Responsible Officer thereof as to the names and addresses of the Noteholders and
the principal amounts and number of such Notes.
Upon surrender for registration of transfer of any Note at the office
or agency of the Issuer to be maintained as provided in Section 3.02, provided
that the requirements of Section 8-401 of the UCC are met, a Responsible Officer
of the 1999-A Owner Trustee, on behalf of the Issuer, shall execute, and the
1999-A Indenture Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Notes of the same Class in
any authorized denominations, of a like aggregate principal amount.
At the option of any Noteholder, Notes may be exchanged for other Notes
of the same Class in any authorized denominations, of a like aggregate principal
amount, upon surrender of the Notes to be exchanged at such office or agency.
Whenever any Notes are so surrendered for exchange, provided that the
requirements of Section 8-401 of the UCC are met, a Responsible Officer of the
1999-A Owner Trustee, on behalf of the Issuer, shall execute, and the 1999-A
Indenture Trustee shall authenticate and deliver, the Notes that the Noteholder
making the exchange is entitled to receive.
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All Notes issued upon any registration of transfer or exchange of Notes
shall be the valid obligations of the Issuer, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange.
Every Note presented or surrendered for registration of transfer or
exchange shall (if so required by the Issuer or the 1999-A Indenture Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form and
substance satisfactory to the Issuer and the 1999-A Indenture Trustee, duly
executed by the Noteholder thereof or its attorney-in-fact duly authorized in
writing.
No service charge shall be made for any registration of transfer or
exchange of Notes, but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Notes.
The preceding provisions of this Section 2.04 notwithstanding, the
Issuer shall not be required to make and the Note Registrar need not register
transfers or exchanges of (a) any Note selected for redemption or (b) any Note
for a period of 15 days preceding the due date for any payment with respect to
such Note.
Section 2.05 MUTILATED, DESTROYED, LOST OR STOLEN NOTES. If (a) any
mutilated Note is surrendered to the 1999-A Indenture Trustee, or the Issuer and
the 1999-A Indenture Trustee receive evidence to their reasonable satisfaction
of the mutilation, destruction, loss or theft of any Note, (b) there is
delivered to the Issuer and the 1999-A Indenture Trustee such security or
indemnity as may be required by them to save each of them harmless and (c) the
requirements of Section 8-405 of the UCC are met, then, in the absence of notice
to the Issuer, the Note Registrar or the 1999-A Indenture Trustee that such Note
has been acquired by a Protected Purchaser, the 1999-A Owner Trustee, on behalf
of the Issuer, shall execute, and upon receipt of an Issuer Request the 1999-A
Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Note, a replacement Note of the
same Class of the same tenor and principal amount (expressed in terms of the
principal amount on the date the original Note was first issued and
authenticated) bearing a number not contemporaneously outstanding; PROVIDED,
HOWEVER, that if any such destroyed, lost or stolen Note, but not a mutilated
Note, shall have become or within seven days shall be due and payable, or shall
have been called for redemption, the Issuer may, instead of issuing a
replacement Note, pay such destroyed, lost or stolen Note when so due or payable
or upon the Redemption Date without surrender thereof. If, after the delivery of
such replacement Note or payment of a destroyed, lost or stolen Note pursuant to
the proviso to the preceding sentence, a Protected Purchaser of the original
Note in lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer and the 1999-A Indenture Trustee shall be entitled to
recover such replacement Note (or such payment) from the Person to whom it was
delivered or any Person taking such replacement Note from such Person to whom
such replacement Note was delivered or any assignee of such Person, except a
Protected Purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer or the 1999-A Indenture Trustee in connection therewith.
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Upon the issuance of any replacement Note under this Section 2.05, the
Issuer or the 1999-A Indenture Trustee may require the payment by the Holder of
such Note of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other reasonable expenses (including
the fees and expenses of the 1999-A Indenture Trustee and the Note Registrar)
connected therewith.
Every replacement Note issued pursuant to this Section 2.05 in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
any Person, and shall be entitled to all the benefits of this Indenture equally
and proportionately with all other Notes duly issued hereunder.
The provisions of this Section 2.05 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.
Section 2.06 PERSONS DEEMED OWNERS. Prior to due presentment for
registration of transfer of any Note, the 1999-A Owner Trustee, the Issuer, the
1999-A Indenture Trustee and any agent of the Issuer or the 1999-A Indenture
Trustee may treat the Person in whose name any Note is registered (as of the day
of determination) as the owner of such Note for the purpose of receiving
payments of the principal of and interest, if any, on such Note and for all
other purposes whatsoever, whether or not such Note is overdue, and neither the
Issuer nor the 1999-A Indenture Trustee nor any agent of the Issuer or the
1999-A Indenture Trustee shall be affected by notice to the contrary.
Section 2.07 PAYMENT OF INTEREST AND PRINCIPAL; PRINCIPAL AND INTEREST
RIGHTS PRESERVED.
(a) Each class of Notes shall accrue interest at the related Note Rate,
and such interest together with principal shall be payable on each Distribution
Date as specified therein, subject to Section 3.01. Any installment of interest
and principal, if any, payable on any Note that is punctually paid or duly
provided for by the Issuer on the applicable Distribution Date shall be paid to
the Person in whose name such Note is registered at the close of business on the
Record Date for such Distribution Date (i) by check mailed first-class, postage
prepaid, to such Person's address as it appears in the Note Register on such
Record Date, (ii) if DTC, its nominee or a Clearing Agency is such Person,
unless Definitive Notes have been issued pursuant to Section 2.12, by wire
transfer of immediately available funds to the account designated by DTC, its
nominee or such Clearing Agency, as applicable, or (iii) with respect to a
registered owner of Class B Notes having an aggregate initial denomination of
$1,000 or multiples thereof or a registered owner of Class C Notes having an
aggregate initial denomination of $1,000 or multiples thereof, upon written
instructions received by the 1999-A Indenture Trustee not later than five days
prior to the related Record Date, by wire transfer of immediately available
funds to an account maintained by such Person at a depositary institution in the
United States having appropriate facilities therefor; PROVIDED, HOWEVER, that
the final payment of principal of and interest payable with respect to any Class
A Note, Class B Note or Class C Note on a Distribution Date, a Redemption Date
or the related Final Scheduled Distribution Date, as the case may be (and except
for the Redemption Price for any Note called for redemption pursuant to
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Section 10.01), shall be payable as provided in subsection (b) of this Section
2.07. Any funds represented by any checks returned undelivered shall be held in
accordance with Section 3.03.
Any payments on the Notes and checks for amounts that include principal
of a Note shall be paid to the Person entitled thereto at the address of such
Person as it appears on the Note Register as of the applicable Record Date or,
if such payment is to be paid by wire transfer, to the Person entitled thereto
at the wire transfer account as specified in clause (a)(ii) or (a)(iii) of this
Section 2.07, in either case without requiring that such Note be submitted for
notation of payment. Any reduction in the principal amount of a Note (or any one
or more Predecessor Notes) effected by any payments made on any Distribution
Date shall be binding upon all future Holders of such Note and of any Note
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, whether or not noted thereon.
(b) Principal of and interest on each Note shall be payable in
accordance with Section 3.03 of the 1999-A Securitization Trust Agreement, but
no later than the Class A-1 Final Distribution Date, Class A-2 Final
Distribution Date, Class A-3 Final Distribution Date, Class A-4 Final
Distribution Date, Class A-5 Final Distribution Date, Class B Final Distribution
Date or Class C Final Distribution Date, as applicable, unless such Note becomes
due and payable at an earlier date by declaration of acceleration, call for
redemption or otherwise. The final payment of principal of and interest on each
Note (or the payment of the Redemption Price thereof in the case of a Note
called for redemption pursuant to Article Ten) shall be payable only upon
presentation and surrender thereof on or after the Final Scheduled Distribution
Date for the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes,
Class A-5 Notes, Class B Notes or Class C Notes, as applicable, at the Corporate
Trust Office of the 1999-A Indenture Trustee or at the office of any Paying
Agent. All principal payments on each Class of Notes shall be made in accordance
with the provisions of the 1999-A Securitization Trust Agreement. The 1999-A
Indenture Trustee shall notify the Person in whose name a Note is registered at
the close of business on the Record Date immediately preceding the Distribution
Date on which the Issuer expects that the final payment of principal of and
interest on such Note will be paid. Such notice shall be mailed or transmitted
by facsimile prior to the Final Scheduled Distribution Date of the Class of such
Note, shall specify that such final payment will be payable only upon
presentation and surrender of such Note and shall specify the place where such
Note may be presented and surrendered for such final payment. Notices in
connection with redemption of Notes shall be mailed to Noteholders as provided
in Section 10.02. In addition the 1999-A Indenture Trustee shall notify each
Rating Agency upon the final payment of principal of and interest on each Class
of Notes and upon the termination of the 1999-A Securitization Trust, in each
case pursuant to Section 7.01 of the 1999-A Securitization Trust Agreement.
(c) No further interest will accrue with respect to any Note from and
after the final Distribution Date with respect thereto.
(d) If the Issuer defaults in a payment of interest on the Notes, the
Issuer shall pay defaulted interest (plus interest on such defaulted interest to
the extent lawful) at the applicable Note Rate in any lawful manner. The Issuer
may pay such defaulted interest to the Persons who are Noteholders on a
subsequent special record date, which date shall be at least five Business Days
prior to the payment date. The Issuer shall fix or cause to be fixed any such
special record
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date and related payment date, and, at least 15 days before any such special
record date, the Issuer shall mail to each Noteholder a notice that states the
special record date, the payment date and the amount of defaulted interest to be
paid.
(e) The rights of the Class B Noteholders and the Class C Noteholders
shall be and hereby are subordinated to the rights of the Class A-1 Noteholders,
the Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders
and the Class A-5 Noteholders to the extent provided in Section 3.03 of the
1999-A Securitization Trust Agreement and Section 5.04(b) of this Indenture. In
addition, the rights of the Class C Noteholders shall be and hereby are
subordinated to the rights of the Class B Noteholders to the extent provided in
Section 3.03 of the 1999-A Securitization Trust Agreement.
(f) Subject to the foregoing provisions of this Section 2.07, each Note
delivered under this Indenture upon registration of transfer or in exchange for
or in lieu of any other Note shall carry the rights to unpaid principal and
interest, if any, that were carried by such other Note.
Section 2.08 CANCELLATION. All Notes surrendered for payment,
registration of transfer or exchange or redemption shall, if surrendered to any
Person other than the 1999-A Indenture Trustee, be delivered to the 1999-A
Indenture Trustee and shall be promptly cancelled by the 1999-A Indenture
Trustee. The Issuer may at any time deliver to the 1999-A Indenture Trustee for
cancellation any Note previously authenticated and delivered hereunder that the
Issuer may have acquired in any manner whatsoever, and all Notes so delivered
shall be promptly cancelled by the 1999-A Indenture Trustee. No Notes shall be
authenticated in lieu of or in exchange for any Notes cancelled as provided in
this Section 2.08, except as expressly permitted by this Indenture. All
cancelled Notes held by the 1999-A Indenture Trustee shall be disposed of by the
1999-A Indenture Trustee in its customary manner, unless the Issuer shall direct
by an Issuer Order that they be returned to the Issuer.
Section 2.09 AUTHENTICATION AND DELIVERY OF NOTES. The aggregate
principal amount of Notes that may be authenticated and delivered under this
Indenture is limited to an amount equal to the Initial Note Balance, except for
Notes authenticated and delivered upon registration of transfer or in exchange
for, or in lieu of, other Notes pursuant to Sections 2.04 or 2.05.
Notes complying with the foregoing requirements may from time to time
be executed by the Issuer and delivered to the 1999-A Indenture Trustee for
authentication, and the same shall be authenticated and delivered by the 1999-A
Indenture Trustee upon Issuer Request.
Section 2.10 BOOK-ENTRY NOTES. Unless otherwise specified, the Notes
(except for any Residual Notes), upon original issuance, will be issued in the
form of one or more typewritten Notes representing the Book-Entry Notes, to be
delivered to the 1999-A Indenture Trustee, as agent for DTC, the initial
Clearing Agency, by, or on behalf of, the Issuer. The Notes delivered to DTC
evidencing the Book-Entry Notes shall initially be registered on the Note
Register in the name of Cede, and no Note Owner will receive a definitive Note
representing such Note Owner's interest in the Notes, except as provided in
Section 2.12. Subject to Section 2.12, unless and until definitive, fully
registered Notes (the "Definitive Notes") have been issued to such Note Owners
pursuant to Section 2.12:
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(a) the provisions of this Section 2.10 shall be in full force
and effect;
(b) the Issuer, HTC LP, HTD LP, the Servicer, the Note
Registrar and the 1999-A Indenture Trustee may deal with the Clearing
Agency for all purposes of this Indenture (including the payment of
principal of and interest on the Notes and the giving of instructions
or directions hereunder) as the sole holder of the Notes, and shall
have no obligation to the Note Owners;
(c) to the extent that the provisions of this Section 2.10
conflict with any other provisions of this Indenture, the provisions of
this Section 2.10 shall control;
(d) the rights of Note Owners of the Notes shall be exercised
only through (or through procedures established by) the Clearing Agency
and shall be limited to those established by law and agreements between
such Note Owners and the Clearing Agency and/or the Clearing Agency
Participants and, unless and until Definitive Notes are issued pursuant
to Section 2.12, the Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit
distributions of principal of and interest on the Notes to such
Clearing Agency Participants; and
(e) whenever this Indenture requires or permits actions to be
taken based upon instructions or directions of Noteholders of the Notes
evidencing a specified aggregate Percentage Interest of the Outstanding
Amount of the Notes, the Clearing Agency shall be deemed to represent
such percentage (if and to the extent that it will act on behalf of
Note Owners and/or Clearing Agency Participants) only to the extent
that it has received instructions to such effect from Note Owners
and/or Clearing Agency Participants owning or representing,
respectively, such required percentage of the beneficial interest in
such Notes and has delivered such instructions to the 1999-A Indenture
Trustee.
Section 2.11 NOTICES TO THE CLEARING AGENCY. Whenever notice or other
communication to any Noteholder is required under this Indenture, unless and
until Definitive Notes shall have been issued to the Note Owners pursuant to
Section 2.12, the 1999-A Indenture Trustee and the Servicer shall give all such
notices and communications specified herein to be given to any or all such
Noteholders to the Clearing Agency, and shall have no obligation to the Note
Owners.
Section 2.12 DEFINITIVE NOTES. If (i)(A) the Administrator advises the
1999-A Indenture Trustee in writing that the Clearing Agency is no longer
willing or able to properly discharge the Clearing Agency's responsibilities
with respect to the Notes and (B) neither the 1999-A Indenture Trustee nor the
Administrator is able to locate a qualified successor, (ii) the Administrator,
at its option, advises the 1999-A Indenture Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency, or (iii) after the
occurrence of an Event of Default or 1999-A Servicer Termination Event, Note
Owners representing beneficial interests in the Notes aggregating at least a
majority of the Outstanding Amount of such Notes, voting together as a single
Class, advise the Clearing Agency in writing that the continuation of a
book-entry system through the Clearing Agency is no longer in the best interests
of such Note Owners, then the Clearing Agency shall notify all Note Owners of
each related Class of Notes
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and the 1999-A Indenture Trustee of the occurrence of any such event and of the
availability of Definitive Notes to such Note Owners requesting the same. Upon
surrender to the 1999-A Indenture Trustee of the Notes by the Clearing Agency,
accompanied by registration instructions, the Issuer shall issue, and the 1999-A
Indenture Trustee shall authenticate, the Definitive Notes and deliver such
Definitive Notes in accordance with the instructions of the Clearing Agency.
None of the Issuer, HTC LP, HTD LP, the Servicer, the Note Registrar or the
1999-A Indenture Trustee shall be liable for any delay in delivery of such
instructions and each such Person may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of such Definitive
Notes, the 1999-A Indenture Trustee shall recognize the holders of such
Definitive Notes as Noteholders hereunder. The 1999-A Indenture Trustee shall
not be liable if the 1999-A Indenture Trustee or the Issuer is unable to locate
a qualified successor to DTC.
Section 2.13 TAX TREATMENT. The Issuer has entered into this Indenture,
and the Notes will be issued, with the intention that, for all purposes,
including federal, state and local income, single business and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
1999-A Securitization Trust Estate. The Issuer, by entering into this Indenture,
and each Noteholder, by its acceptance of a Note (and each Note Owner, by its
acceptance of an interest in the applicable Book-Entry Note), agree to treat the
Notes for all purposes, including for federal, state and local income, single
business and franchise tax purposes, as indebtedness of the Issuer.
Section 2.14 RELEASE OF COLLATERAL. Subject to Section 11.01 and the
terms of the other 1999-A Securitization Documents, the 1999-A Indenture Trustee
shall release property from the Lien of this Indenture only upon receipt of an
Issuer Order accompanied by an Officer's Certificate, an Opinion of Counsel and
Independent certificates in accordance with TIA Sections 314(c) and 314(d)(i) or
an Opinion of Counsel in lieu of such Independent certificates to the effect
that the TIA does not require any such Independent certificates.
ARTICLE THREE
COVENANTS AND REPRESENTATIONS
Section 3.01 PAYMENT OF NOTES. The Issuer will cause to be duly and
punctually paid the principal of and interest on the Notes in accordance with
the terms of the Notes, the 1999-A Securitization Trust Agreement, this
Indenture and the other 1999-A Securitization Documents. Without limiting the
foregoing, subject to the terms and conditions of the 1999-A Securitization
Documents, the Issuer will cause to be distributed all amounts on deposit in the
1999-A Note Distribution Account in accordance with Section 3.03 of the 1999-A
Securitization Trust Agreement. Amounts properly withheld under the Code by any
Person from a payment to any Noteholder of interest and/or principal shall be
considered as having been paid by the Issuer to such Noteholder for all purposes
of this Indenture.
Section 3.02 MAINTENANCE OF OFFICE OR AGENCY. The Issuer will maintain
in the Borough of Manhattan, The City of New York, an office or agency where
Notes may be surrendered for registration of transfer or exchange, and where
notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer hereby initially appoints the 1999-A
Indenture Trustee to serve as its agent for the foregoing purposes. The
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Issuer will give prompt written notice to the 1999-A Indenture Trustee of the
location, and of any change in the location, of any such office or agency. If at
any time the Issuer shall fail to maintain any such office or agency or shall
fail to furnish the 1999-A Indenture Trustee with the address thereof, such
surrenders, notices and demands may be made or served at the Corporate Trust
Office, and the Issuer hereby appoints the 1999-A Indenture Trustee as its agent
to receive all such surrenders, notices and demands, provided that the 1999-A
Indenture Trustee shall not serve as an agent or office for the purpose of
service of process on behalf of the Issuer.
Section 3.03 MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST. As provided
in Sections 5.04 and 8.02, all payments of amounts due and payable with respect
to any Notes that are to be made from amounts withdrawn from the 1999-A SUBI
Accounts (excluding the 1999-A Certificate Distribution Account) pursuant to
Section 8.02 shall be made on behalf of the Issuer by the 1999-A Indenture
Trustee or by another Paying Agent, and no amounts so withdrawn from any 1999-A
SUBI Account (excluding the 1999-A Certificate Distribution Account) for
payments of the Notes shall be paid over to the Issuer except as provided in the
1999-A Securitization Documents.
On or before the Business Day immediately preceding each Distribution
Date and Redemption Date, the 1999-A Owner Trustee, on behalf of the Issuer,
shall deposit or cause to be deposited in the 1999-A Note Distribution Account
an aggregate sum sufficient to pay the amounts then becoming due under the Notes
as set forth in the 1999-A Securitization Trust Agreement, such sum to be held
in trust for the benefit of the Persons entitled thereto, and (unless the Paying
Agent is the 1999-A Indenture Trustee) shall promptly notify the 1999-A
Indenture Trustee of its action or failure to act.
The Issuer will cause each Paying Agent other than the 1999-A Indenture
Trustee to execute and deliver to the 1999-A Indenture Trustee an instrument in
which such Paying Agent shall agree with the 1999-A Indenture Trustee (and if
the 1999-A Indenture Trustee acts as Paying Agent, it hereby so agrees), subject
to the provisions of this Section 3.03, that such Paying Agent will:
(a) hold all sums held by it for the payment of amounts due
with respect to the Notes in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and pay such sums to such
Persons as herein provided;
(b) give the 1999-A Indenture Trustee notice of any default by
the Issuer (or any other obligor upon the Notes) of which the 1999-A
Indenture Trustee has actual knowledge in the making of any payment
required to be made with respect to the Notes;
(c) at any time during the continuance of any such default,
upon the written request of the 1999-A Indenture Trustee, forthwith pay
to the 1999-A Indenture Trustee all sums so held in trust by such
Paying Agent;
(d) immediately resign as a Paying Agent and forthwith pay to
the 1999-A Indenture Trustee all sums held by it in trust for the
payment of the Notes if at any time it
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ceases to meet the standards required to be met by a Paying Agent at
the time of its appointment; and
(e) comply with all requirements of the Code with respect to
the withholding from any payments made by it on any Notes of any
applicable withholding taxes imposed thereon and with respect to any
applicable reporting requirements in connection therewith.
The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order direct any Paying Agent to pay to the 1999-A Indenture Trustee all sums
held in trust by such Paying Agent, such sums to be held by the 1999-A Indenture
Trustee upon the same trusts as those upon which such sums were held by such
Paying Agent; and upon such payment by any Paying Agent to the 1999-A Indenture
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.
Subject to applicable laws with respect to escheat of funds, any money
held by the 1999-A Indenture Trustee or any Paying Agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed for
two years after such amount has become due and payable shall be discharged from
such trust, upon receipt of an Issuer Request, and shall be paid to the Issuer
(or, after termination of the Issuer, to HTC LP and HTD LP) and the Holder of
such Note shall thereafter, as an unsecured general creditor, look only to the
Issuer (or, after termination of the Issuer, to HTC LP and HTD LP) for payment
thereof (but only to the extent of the amounts so paid to the Issuer (or, after
termination of the Issuer, to HTC LP and HTD LP)), and all liability of the
1999-A Indenture Trustee or such Paying Agent with respect to such trust money
shall thereupon cease; PROVIDED, HOWEVER, that the 1999-A Indenture Trustee or
such Paying Agent, before being required to make any such repayment, shall at
the expense and direction of the Issuer cause to be published once, in an
Authorized Newspaper, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to or for the account of the Issuer or to HTC LP and HTD LP, as
applicable. The 1999-A Indenture Trustee shall also adopt and employ, at the
expense and direction of the Issuer, any other reasonable means of notification
of such payment by the 1999-A Indenture Trustee to the Issuer (or, after
termination of the Issuer, to HTC LP and HTD LP) (including mailing notice of
such payment to Holders whose Notes have been called but have not been
surrendered for redemption or whose right to or interest in monies due and
payable but not claimed is determinable from records of the 1999-A Indenture
Trustee or any Paying Agent, at the last address of record for each such
Holder).
Section 3.04 EXISTENCE. The Issuer will keep in full force and effect
its existence, rights and franchises as a business trust under the laws of the
State of Delaware (unless it becomes, or any successor issuer hereunder is or
becomes, organized under the laws of any other State of the United States, in
which case the Issuer will keep in full force and effect its existence, rights
and franchises under the laws of such other jurisdiction) and the Issuer will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such
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qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes and each instrument or agreement
included in the 1999-A Securitization Trust Estate.
Section 3.05 PROTECTION OF TRUST ESTATE. The Issuer intends the
security interest Granted pursuant to this Indenture in favor of the 1999-A
Indenture Trustee on behalf of the Noteholders to be prior to all other Liens in
respect of the 1999-A Securitization Trust Estate, and the Issuer shall take all
actions necessary to obtain and maintain, for the benefit of the 1999-A
Indenture Trustee on behalf of the Noteholders, a first Lien on and a first
priority, perfected security interest in the 1999-A Securitization Trust Estate.
The Issuer will from time to time execute, deliver and file all financing
statements, continuation statements, instruments of further assurance and other
instruments (all as prepared by the Servicer and delivered to the Issuer)
reasonably required or necessary to maintain the Lien and security interest
created by this Indenture or to protect the 1999-A Securitization Trust Estate
generally, and will take such other action necessary or advisable to:
(i) Grant more effectively all or any portion of the 1999-A
Securitization Trust Estate;
(ii) maintain or preserve the Lien and security interest (and
the priority thereof) created by this Indenture or carry out more
effectively the purposes hereof;
(iii) perfect, publish notice of, or protect the validity of,
any Grant made or to be made by this Indenture;
(iv) enforce any of the 1999-A Contracts (as set forth in the
1999-A Servicing Supplement);
(v) preserve and defend title to the 1999-A Securitization
Trust Estate and the rights of the 1999-A Indenture Trustee and the
Noteholders in such 1999-A Securitization Trust Estate against the
claims of all persons and parties; and
(vi) pay all taxes or assessments levied or assessed upon the
1999-A Securitization Trust Estate when due.
The Issuer hereby designates the 1999-A Indenture Trustee its agent and
attorney-in-fact to execute and file any financing statement, continuation
statement or other instrument required to be executed pursuant to this Section
3.05. It is understood that in no event will the Issuer be required to take any
action to cause any Lien notation on, or any other action with respect to, any
Certificate of Title for any 1999-A Leased Vehicle.
Section 3.06 OPINIONS AS TO TRUST ESTATE.
(a) Promptly after the execution and delivery of this Indenture, the
Issuer shall furnish to the 1999-A Indenture Trustee an Opinion of Counsel to
the effect that, in the opinion of such counsel, either (i) all financing
statements and continuation statements have been executed and filed that are
necessary to create and continue the 1999-A Indenture Trustee's first priority
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perfected security interest in the Collateral for the benefit of the
Noteholders, and reciting the details of such filings or referring to prior
Opinions of Counsel in which such details are given, or (ii) no such action
shall be necessary to perfect such security interest.
(b) Within 90 days after the beginning of each calendar year beginning
in the year 2000, the Issuer shall furnish to the 1999-A Indenture Trustee an
Opinion of Counsel, dated as of a date during such 90-day period, to the effect
that, in the opinion of such counsel, either (i) all financing statements and
continuation statements have been executed and filed that are necessary to
create and continue the 1999-A Indenture Trustee's first priority perfected
security interest in the Collateral for the benefit of the Noteholders, and
reciting the details of such filings or referring to prior Opinions of Counsel
in which such details are given, or (ii) no such action shall be necessary to
perfect such security interest.
Section 3.07 PERFORMANCE OF OBLIGATIONS.
(a) The Issuer will not take any action that would release any Person
from any of such Person's material covenants or obligations under any instrument
included in the 1999-A Securitization Trust Estate, or that would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any such instrument, except as expressly
provided in the 1999-A Securitization Documents or any such instrument.
(b) The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the 1999-A Indenture Trustee in an Officer's
Certificate of the Issuer shall be deemed to be action taken by the Issuer.
Initially, the Issuer has contracted with the Servicer and the Administrator to
assist the Issuer in performing its duties under this Indenture.
(c) The Issuer will, and will cause the Administrator to, punctually
perform and observe all of its obligations and agreements contained in this
Indenture, the other 1999-A Securitization Documents and in the instruments and
agreements included in the 1999-A Securitization Trust Estate, including filing
or causing to be filed all UCC financing statements and continuation statements
required to be filed by the terms of this Indenture and the other 1999-A
Securitization Documents in accordance with and within the time periods provided
for herein and therein. Except as otherwise expressly provided therein, the
Issuer shall not waive, amend, modify, supplement or terminate any 1999-A
Securitization Document or any provision thereof without the consent of the
1999-A Indenture Trustee or Noteholders representing at least a majority of the
Outstanding Amount of the Notes, voting together as a single Class, or such
greater percentage as may be specified in the particular provision.
(d) If the Issuer shall have knowledge of the occurrence of (i) an
Event of Default or an Unmatured Event of Default or (ii) a 1999-A Servicer
Termination Event, the Issuer shall promptly provide written notice thereof to a
Responsible Officer of the 1999-A Indenture Trustee and to each Rating Agency
thereof specifying the action, if any, the Issuer is taking in respect of such
Event of Default, Unmatured Event of Default or 1999-A Servicer Termination
Event.
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(e) As promptly as possible after the giving of notice of termination
to the Servicer of the Servicer's rights and powers pursuant to Section 4.01(b)
of the Servicing Agreement and Section 11.01 of the 1999-A Servicing Supplement,
the Required Related Holders shall appoint a successor Servicer, and such
successor Servicer shall accept its appointment by a written assumption in a
form acceptable to the 1999-A Indenture Trustee. If a successor Servicer has not
been appointed and accepted its appointment at the time the Servicer ceases to
act as Servicer, the 1999-A Indenture Trustee without further action shall
automatically be appointed the successor Servicer. The 1999-A Indenture Trustee
may resign as the successor Servicer by giving written notice of such
resignation to the Issuer and in such event will be released from such duties
and obligations, such release not to be effective until the date a new servicer
enters into a servicing agreement as provided below. Upon delivery of any such
notice to the Issuer, the Issuer shall obtain a new servicer as the successor
Servicer under the Servicing Agreement and the 1999-A Servicing Supplement. Any
successor Servicer other than the 1999-A Indenture Trustee shall (i) be an
established financial institution having a net worth of not less than
$50,000,000 whose regular business includes the servicing of motor vehicle
receivables and (ii) enter into a servicing agreement with the Issuer having
substantially the same provisions as the provisions of the Servicing Agreement
and the 1999-A Servicing Supplement applicable to the Servicer. If within 30
days after the delivery of the notice referred to above the 1999-A Indenture
Trustee shall not have obtained such a new servicer, the 1999-A Indenture
Trustee may appoint, or may petition a court of competent jurisdiction to
appoint, a successor Servicer. In connection with any such appointment, the
1999-A Indenture Trustee may make such arrangements for the compensation of such
successor as it and such successor shall agree, subject to the limitations set
forth below and in the Servicing Agreement, and, in accordance with Section
4.01(b) of the Servicing Agreement and Section 11.01 of the 1999-A Servicing
Supplement, the Issuer shall enter into an agreement with such successor for the
servicing of the 1999-A Securitization Trust Estate (such agreement to be in
form and substance satisfactory to the 1999-A Indenture Trustee). If the 1999-A
Indenture Trustee shall succeed to the Servicer's duties as servicer of the
1999-A Securitization Trust Estate as provided herein, it shall do so in its
individual capacity and not in its capacity as 1999-A Indenture Trustee and,
accordingly, the provisions of Article Six shall be inapplicable to the 1999-A
Indenture Trustee in its duties as the successor to the Servicer and the
servicing of the 1999-A Securitization Trust Estate. If the 1999-A Indenture
Trustee shall become a successor to the Servicer under the Servicing Agreement
and the 1999-A Servicing Supplement, the 1999-A Indenture Trustee shall be
entitled to appoint as Servicer any one of its Affiliates, provided that the
1999-A Indenture Trustee shall be fully liable for the actions and omissions of
such Affiliate in such capacity as successor Servicer.
(f) Upon any termination of the Servicer's rights and powers pursuant
to the Servicing Agreement and the 1999-A Servicing Supplement, the Issuer shall
promptly notify the 1999-A Indenture Trustee. As soon as a successor Servicer is
appointed, the Issuer shall notify the 1999-A Indenture Trustee of such
appointment, specifying in such notice the name and address of such successor
Servicer.
Section 3.08 NEGATIVE COVENANTS. So long as any Notes are outstanding,
the Issuer shall not:
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(a) engage in any activities other than financing, acquiring,
owning, leasing, selling (subject to the Lien of this Indenture),
pledging and managing the 1999-A Securitization Trust Estate in the
manner contemplated by this Indenture and the other 1999-A
Securitization Documents;
(b) except as expressly permitted by the 1999-A Securitization
Documents, sell, transfer, exchange or otherwise dispose of any of the
properties or assets of the Issuer, including those included in the
1999-A Securitization Trust Estate, except as directed to do so by the
1999-A Indenture Trustee;
(c) claim any credit on, or make any deduction from, the
principal or interest payable in respect of the Notes (other than
amounts properly withheld from such payments under the Code or other
applicable federal or state law) or assert any claim against any
present or former Noteholder by reason of the payment of any taxes
levied or assessed upon any part of the 1999-A Securitization Trust
Estate;
(d) (i) permit the validity or effectiveness of this Indenture
to be impaired, or permit the Lien of this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any
Person to be released from any covenants or obligations with respect to
the Notes under this Indenture except as may be expressly permitted
hereby; (ii) permit any Lien, charge, excise, claim, security interest,
mortgage or other encumbrance (other than the Lien of this Indenture)
to be created on or extend to or otherwise arise upon or burden the
1999-A Securitization Trust Estate or any part thereof or any interest
therein or the proceeds thereof (other than tax Liens, mechanics' Liens
and other Liens that arise by operation of law, in each case on any of
the 1999-A Leased Vehicles and arising solely as a result of an action
or omission of the related Lessee); or (iii) permit the Lien of this
Indenture not to constitute a valid first priority (other than with
respect to any such tax Liens, mechanics' Liens or other Liens arising
by operation of law) security interest in the 1999-A Securitization
Trust Estate;
(e) dissolve or liquidate in whole or in part; or
(f) merge or consolidate with any corporation (except as set
forth in Section 3.10).
Section 3.09 STATEMENTS AS TO COMPLIANCE.
(a) The Issuer will deliver to the 1999-A Indenture Trustee and each
Rating Agency, within 120 days after the end of each fiscal year of the Issuer
(commencing with the fiscal year 2000), an Officer's Certificate stating, as to
the Responsible Officer signing such Officer's Certificate, that:
(i) a review of the activities of the Issuer during such year
(or since the Closing Date in the case of the first such statement) and
of the performance by the Issuer under this Indenture has been made
under such Responsible Officer's supervision; and
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(ii) to the best of such Responsible Officer's knowledge,
based on such review, the Issuer has fulfilled all its obligations
under this Indenture throughout such year (or since the Closing Date in
the case of the first such statement), or, if there has been a default
in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof.
(b) In lieu of the certificates and opinions that would be required by
Section 314(d)(1) of the TIA, the Issuer will deliver to the 1999-A Indenture
Trustee, within thirty days after June 30 and December 31 of each year,
commencing with December 31, 1999, an Officer's Certificate, stating that (i) a
review of all releases and reallocations of the 1999-A SUBI Assets during the
preceding semi-annual period has been made under the signing officer's
supervision; (ii) to the best of such officer's knowledge, all of such releases
and reallocations complied with all of the requirements of the relevant
provisions of the Indenture and were made in the ordinary course of the business
of the Issuer; (iii) all proceeds from the disposition of the related released
1999-A Leased Vehicles were used in the business of the Issuer to make payments
on the Notes or as otherwise permitted by this Indenture and the other 1999-A
Securitization Documents; and (iv) in such officer's opinion, such releases and
reallocations did not impair the security under the Indenture in contravention
of the provisions thereof.
Section 3.10 ISSUER MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.
(a) The Issuer shall not consolidate or merge with or into any other
Person, unless:
(i) the Person (if other than the Issuer) formed by or
surviving such consolidation or merger shall be a Person organized and
existing under the laws of the United States or any State and shall
expressly assume, by an indenture supplemental hereto, executed and
delivered to the 1999-A Indenture Trustee, in form and substance
satisfactory to the 1999-A Indenture Trustee, the due and punctual
payment of the principal of and interest on all Notes and the
performance or observance of every agreement and covenant of this
Indenture and each other 1999-A Securitization Document on the part of
the Issuer to be performed or observed, all as provided herein;
(ii) immediately after giving effect to such transaction, no
Event of Default shall have occurred and be continuing;
(iii) each Rating Agency Condition shall have been satisfied
with respect to such transaction;
(iv) the Issuer shall have received an Opinion of Counsel (and
shall have delivered copies thereof to the 1999-A Indenture Trustee) to
the effect that such transaction will not have any material adverse tax
consequence to the Issuer or any Noteholder;
(v) any action that is necessary to maintain the Lien and
security interest created by this Indenture shall have been taken; and
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(vi) the Issuer shall have delivered to the 1999-A Indenture
Trustee an Officer's Certificate and an Opinion of Counsel (which shall
describe the actions taken as required by clause (v) above or that no
actions will be taken), each stating that such consolidation or merger
complies with this Section 3.10(a) and that all conditions precedent
provided for herein relating to such transaction have been complied
with (including any filing required by the Exchange Act).
(b) The Issuer shall not convey or transfer all or substantially all of its
properties or assets, including those included in the 1999-A Securitization
Trust Estate, to any Person (except as expressly permitted by the 1999-A
Securitization Documents), unless:
(i) the Person that acquires by conveyance or transfer the
properties or assets of the Issuer shall (A) be a United States citizen
or a Person organized and existing under the laws of the United States
or any State, (B) expressly assume, by an indenture supplemental
hereto, executed and delivered to the 1999-A Indenture Trustee, in form
and substance satisfactory to the 1999-A Indenture Trustee, the due and
punctual payment of the principal of and interest on all Notes and the
performance or observance of every agreement and covenant of this
Indenture and each other 1999-A Securitization Document on the part of
the Issuer to be performed or observed, all as provided herein, (C)
expressly agree by means of such supplemental indenture that all right,
title and interest so conveyed or transferred shall be subject and
subordinate to the rights of the Noteholders, (D) unless otherwise
provided in such supplemental indenture, expressly agree to indemnify,
defend and hold harmless the Issuer from and against any loss,
liability or expense arising under or related to this Indenture and the
Notes and (E) expressly agree by means of such supplemental indenture
that such Person (or, if a group of Persons, then one specified Person)
shall make all filings with the Commission (and any other appropriate
Person) required by the Exchange Act in connection with the Notes;
(ii) immediately after giving effect to such transaction, no
Event of Default shall have occurred and be continuing;
(iii) each Rating Agency Condition shall have been satisfied
with respect to such transaction;
(iv) the Issuer shall have received an Opinion of Counsel (and
shall have delivered copies thereof to the 1999-A Indenture Trustee) to
the effect that such transaction will not have any material adverse
federal tax consequence to the Issuer or any Noteholder;
(v) any action that is necessary to maintain the Lien and
security interest created by this Indenture shall have been taken; and
(vi) the Issuer shall have delivered to the 1999-A Indenture
Trustee an Officer's Certificate and an Opinion of Counsel (which shall
describe the actions taken as required by clause (v) above or that no
actions will be taken), each stating that such
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conveyance or transfer and such supplemental indenture comply with this
Section 3.10(b) and that all conditions precedent herein provided for
relating to such transaction have been complied with (including any
filing required by the Exchange Act).
Section 3.11 SUCCESSOR OR TRANSFEREE.
(a) Upon any consolidation or merger of the Issuer in accordance with
Section 3.10(a), the Person formed by or surviving such consolidation or merger
(if other than the Issuer) shall succeed to and be substituted for, and may
exercise every right and power of, the Issuer under this Indenture or the other
1999-A Securitization Documents with the same effect as if such Person had been
named as the Issuer herein.
(b) Upon a conveyance or transfer of all or substantially all of the
properties or assets of the Issuer pursuant to Section 3.10(b), the Issuer will
be released from every covenant and agreement of this Indenture to be observed
or performed on the part of the Issuer with respect to the Notes immediately
upon the delivery of written notice to the 1999-A Indenture Trustee stating that
the Issuer is to be so released.
Section 3.12 NO OTHER BUSINESS. The Issuer shall not engage in any
business other than financing, acquiring, purchasing, owning, leasing, selling
(subject to the Lien of the Indenture), pledging and managing the 1999-A
Securitization Trust Estate in the manner contemplated by this Indenture and the
other 1999-A Securitization Documents and activities incidental thereto.
Section 3.13 NO BORROWING. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for (i) the Notes and (ii) any other indebtedness permitted
by or arising under the other 1999-A Securitization Documents.
Section 3.14 SERVICER'S OBLIGATIONS. The Issuer shall cause the
Servicer to comply with Article Two of the Servicing Agreement and Article Nine
of the 1999-A Servicing Supplement.
Section 3.15 GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES. Except
as contemplated by the 1999-A Securitization Documents, the Issuer shall not
make any loan or advance or credit to, or guarantee (directly or indirectly or
by an instrument having the effect of assuring another's payment or performance
on any obligation or capability of so doing or otherwise), endorse or otherwise
become contingently liable, directly or indirectly, in connection with the
obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or
agree contingently to do so) any stocks, obligations, assets or securities of,
or any other interest in, or make any capital contribution to, any other Person.
Section 3.16 CAPITAL EXPENDITURES. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty) except as contemplated by the 1999-A
Securitization Documents.
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Section 3.17 REMOVAL OF ADMINISTRATOR. The Issuer shall not remove the
Administrator without cause unless each Rating Agency Condition shall have been
satisfied in connection with such removal.
Section 3.18 RESTRICTED PAYMENTS. Except as expressly permitted by the
1999-A Securitization Documents, the Issuer shall not, directly or indirectly,
(i) pay any dividend or make any distribution (by reduction of capital or
otherwise), whether in cash, property, securities or a combination thereof, to
the 1999-A Owner Trustee or any owner of a beneficial interest in the Issuer or
otherwise with respect to any ownership or equity interest or security in or of
the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise
acquire for value any such ownership or equity interest or security or (iii) set
aside or otherwise segregate any amounts for any such purpose; PROVIDED,
HOWEVER, that the Issuer may make, or cause to be made, (a) distributions as
contemplated by, and to the extent funds are available for such purpose under,
the 1999-A Securitization Trust Agreement, and (b) payments to the 1999-A
Indenture Trustee pursuant to Section 1(a)(ii) of the Administration Agreement.
The Issuer will not, directly or indirectly, make payments to or distributions
from any 1999-A SUBI Accounts except in accordance with this Indenture and the
other 1999-A Securitization Documents.
Section 3.19 FURTHER INSTRUMENTS AND ACTS. Upon request of the 1999-A
Indenture Trustee, the Issuer will execute and deliver such further instruments
and do such further acts as may be necessary or proper to carry out more
effectively the purpose of this Indenture; PROVIDED that this Section 3.19 shall
not be deemed to impose any obligations on the 1999-A Indenture Trustee other
than those expressly provided for in other provisions of this Indenture.
Section 3.20 COMPLIANCE WITH LAWS. The Issuer shall comply with the
requirements of all applicable laws, the non-compliance with which would,
individually or in the aggregate, materially and adversely affect the ability of
the Issuer to perform its obligations under the Notes, this Indenture or any
other 1999-A Securitization Document.
Section 3.21 AMENDMENTS OF SERVICING AGREEMENT, 1999-A SERVICING
SUPPLEMENT AND 1999-A SECURITIZATION TRUST AGREEMENT. The Issuer shall not agree
to any amendment to Section 6.02 of the Servicing Agreement, Section 12.02 of
the 1999-A Servicing Supplement or Section 9.01 of the 1999-A Securitization
Trust Agreement to eliminate the requirements thereunder that the 1999-A
Indenture Trustee or the Noteholders consent to amendments thereto as provided
therein.
Section 3.22 DELIVERY OF 1999-A SUBI CERTIFICATES. On the Closing Date,
the Issuer shall deliver or cause to be delivered to the 1999-A Indenture
Trustee as security, for the performance and payment of its obligations
hereunder, the 1999-A SUBI Certificates.
Section 3.23 COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE ISSUER
AND THE 1999-A OWNER TRUSTEE All covenants of the Issuer and the 1999-A Owner
Trustee, in its capacity as 1999-A Owner Trustee, in this Indenture are
covenants of the Issuer and are not covenants of U.S. Bank in its individual
capacity. The 1999-A Owner Trustee is, and any successor 1999-A Owner Trustee
under the 1999-A Securitization Trust Agreement will be, entering into this
Indenture solely as 1999-A Owner Trustee under the 1999-A Securitization Trust
Agreement and
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not in its respective individual capacity, and neither the 1999-A Owner Trustee
nor any such successor 1999-A Owner Trustee shall be personally liable on, or
for any loss in respect of, any of the statements, representations, warranties
or obligations of the Issuer and the 1999-A Owner Trustee hereunder, except as
provided herein, as to all of which the parties hereto agree to look solely to
the property of the Issuer.
ARTICLE FOUR
SATISFACTION AND DISCHARGE
Section 4.01 SATISFACTION AND DISCHARGE OF INDENTURE.
(a) This Indenture shall cease to be of further effect with respect to
the Notes except as to (i) rights of registration of transfer and exchange, (ii)
substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of
Noteholders to receive payments of principal thereof and interest thereon, (iv)
Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.19 and 3.21, (v) the
rights, obligations and immunities of the 1999-A Indenture Trustee hereunder
(including the rights of the 1999-A Indenture Trustee under Section 6.07 and the
obligations of the 1999-A Indenture Trustee under Section 4.02) and (vi) the
rights of Noteholders as beneficiaries hereof with respect to the property so
deposited with the 1999-A Indenture Trustee payable to all or any of them, and
the 1999-A Indenture Trustee, on demand of and at the expense of the Issuer,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture with respect to the Notes, when
(i) either
(A) all Notes theretofore authenticated and delivered (other
than (1) Notes that have been mutilated, destroyed, lost or stolen and
that have been replaced or paid as provided in Section 2.05, and (2)
Notes for whose payment money has theretofore been deposited in trust
or segregated and held in trust by the Issuer and thereafter repaid to
the Issuer or discharged from such trust, as provided in Section 3.03)
have been delivered to the 1999-A Indenture Trustee for cancellation;
or
(B) all Notes not theretofore delivered to the 1999-A
Indenture Trustee for cancellation
(1) have become due and payable, or
(2) will become due and payable at the Class C Final
Distribution Date within one year, or
(3) are to be called for redemption pursuant to
Article Ten within one year under arrangements satisfactory to
the 1999-A Indenture Trustee for the giving of notice of
redemption by the 1999-A Indenture Trustee in the name, and at
the expense, of the Issuer,
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and the Issuer, in the case of any of clauses (i)(B)(1),
(i)(B)(2) or (i)(B)(3) above, has irrevocably deposited or
caused to be irrevocably deposited with the 1999-A Indenture
Trustee Cash or direct obligations of or obligations
guaranteed by the United States (which will mature prior to
the date such amounts are payable), in trust for such
purposes, in an amount sufficient to pay and discharge the
entire indebtedness on such Notes not theretofore delivered to
the 1999-A Indenture Trustee for cancellation, for principal
(including all unreimbursed Note Principal Loss Amounts) and
interest to the Class A-1 Final Distribution Date, the Class
A-2 Final Distribution Date, the Class A-3 Final Distribution
Date, the Class A-4 Final Distribution Date, the Class A-5
Final Distribution Date, the Class B Final Distribution Date
or the Class C Final Distribution Date, as applicable, or the
applicable Redemption Date, as the case may be, and in the
case of Notes that were not paid at the Class A-1 Final
Distribution Date, the Class A-2 Final Distribution Date, the
Class A-3 Final Distribution Date, the Class A-4 Final
Distribution Date, the Class A-5 Final Distribution Date, the
Class B Final Distribution Date or the Class C Final
Distribution Date, as applicable, for all overdue principal
and all interest payable on such Notes through the next
succeeding Distribution Date therefor, in each case without
reliance upon anticipated investment earnings on such Cash,
and, if any Notes are to be redeemed prior to the Class A-1
Final Distribution Date, the Class A-2 Final Distribution
Date, the Class A-3 Final Distribution Date, the Class A-4
Final Distribution Date, the Class A-5 Final Distribution
Date, the Class B Final Distribution Date or the Class C Final
Distribution Date, as applicable, the Issuer has made
irrevocable arrangements satisfactory to the 1999-A Indenture
Trustee for the giving of notice of redemption by the 1999-A
Indenture Trustee in the name, and at the expense, of the
Issuer;
(ii) the Issuer has paid or performed or caused to be paid or
performed all amounts and obligations that the Issuer may owe to or on
behalf of the 1999-A Indenture Trustee for the benefit of the
Noteholders under this Indenture or the Notes; and
(iii) the Issuer has delivered to the 1999-A Indenture Trustee
an Officer's Certificate, an Opinion of Counsel and (if required by the
TIA or the 1999-A Indenture Trustee) an Independent certificate from a
firm of certified public accountants, each meeting the applicable
requirements of Section 11.01(a) and, subject to Section 11.02, each
stating that all conditions precedent herein provided for relating to
the satisfaction and discharge of this Indenture have been complied
with.
(b) Notwithstanding the satisfaction and discharge of this Indenture,
the provisions of Articles Eight and Nine, the obligations of the 1999-A
Indenture Trustee to Noteholders and the Issuer under Section 3.03, of the
Issuer to the 1999-A Indenture Trustee under Section 6.07, of the 1999-A
Indenture Trustee to Noteholders under Section 4.02, and of the 1999-A Indenture
Trustee under Section 6.17, and the provisions of this Indenture with respect to
registration of transfers of Notes, replacement of mutilated, destroyed, lost or
stolen Notes, and rights to receive payments of principal of and interest on the
Notes, shall survive the termination of this Indenture.
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Section 4.02 APPLICATION OF TRUST MONEY. All money deposited with the
1999-A Indenture Trustee pursuant to Section 4.01 shall be held in trust in a
segregated non-interest bearing account and applied by the 1999-A Indenture
Trustee, in accordance with the provisions of the Notes and this Indenture, to
the payment, either directly or through any Paying Agent, as the 1999-A
Indenture Trustee may determine, to the Noteholders of the Notes for the payment
or redemption of which such monies have been deposited with the 1999-A Indenture
Trustee, of all sums due and to become due thereon for principal and interest;
but such monies need not be segregated from other funds except to the extent
required herein or in the Servicing Agreement, in the 1999-A Servicing
Supplement or as required by law.
Section 4.03 REPAYMENT OF MONIES HELD BY PAYING AGENT. In connection
with the satisfaction and discharge of this Indenture with respect to the Notes,
all monies then held by any Paying Agent other than the 1999-A Indenture Trustee
under the provisions of this Indenture with respect to such Notes shall, upon
demand of the Issuer, be paid to the 1999-A Indenture Trustee to be held and
applied according to Section 3.03 and thereupon such Paying Agent shall be
released from all further liability with respect to such monies.
Section 4.04 DURATION OF POSITION OF 1999-A INDENTURE TRUSTEE FOR
BENEFIT OF NOTEHOLDERS. Notwithstanding (i) the earlier payment in full of all
principal and interest due to the Noteholders under the terms of the Notes of
each Class, (ii) the cancellation of such Notes pursuant to Section 3.01, and
(iii) the discharge of the 1999-A Indenture Trustee's duties hereunder with
respect to such Notes, the 1999-A Indenture Trustee shall continue to act in the
capacity as 1999-A Indenture Trustee hereunder for the benefit of the
Noteholders, and the 1999-A Indenture Trustee, for the benefit of the
Noteholders, shall comply with its obligations under Sections 7.01, 9.01 and
9.02 of the 1999-A Servicing Supplement, as appropriate, until such time as all
distributions in respect of the Notes have been paid in full.
ARTICLE FIVE
DEFAULTS AND REMEDIES
Section 5.01 EVENTS OF DEFAULT. "Event of Default", wherever used
herein, means, with respect to the Notes, any one of the following events
(whatever the reason for such Event of Default, and whether it shall be
voluntary or involuntary, or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(a) default by the Issuer in the payment of any principal of
or interest on any Note for a period of five Business Days after any
such payment is due;
(b) default by the Issuer in the observance or performance in
any material respect of any of its covenants or agreements made in this
Indenture (other than a default specifically otherwise dealt with in
this Section 5.01), or any representation or warranty of the Issuer
made in this Indenture or in any certificate or other writing delivered
pursuant hereto or in connection herewith proves to have been incorrect
in any material respect as of the time when the same shall have been
made, and such default materially and adversely affects the right of
the Noteholders and shall continue uncured, or the
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circumstance or condition in respect of which such representation or
warranty was incorrect shall not have been eliminated or otherwise
cured, for a period of 30 days after there shall have been given, by
registered or certified mail, to the Issuer by the 1999-A Indenture
Trustee or to the Issuer and the 1999-A Indenture Trustee by
Noteholders representing at least a majority of the Outstanding Amount
of the Class A Notes (and, after the Class A Note Balance has been
reduced to zero, by Noteholders representing at least a majority of the
Outstanding Amount of the Class B Notes and the Class C Notes, voting
together as a single Class), a written notice specifying such default
or incorrect representation or warranty and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder;
(c) the filing of a decree or order for relief by a court
having jurisdiction in the premises in respect of the Issuer or all or
substantially all of the 1999-A Securitization Trust Estate in an
involuntary case under any applicable federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Issuer or for all or
substantially all of the 1999-A Securitization Trust Estate, or
ordering the winding-up or liquidation of the Issuer's affairs, and
such decree or order shall remain unstayed and in effect for a period
of 60 consecutive days;
(d) the commencement by the Issuer of a voluntary case under
any applicable federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect, or the consent by the Issuer to the
entry of an order for relief in an involuntary case under any such law,
or the consent by the Issuer to the appointment or taking possession by
a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official of the Issuer or for all or substantially all of the
1999-A Securitization Trust Estate, or the making by the Issuer of any
general assignment for the benefit of creditors, or the failure by the
Issuer generally to pay its debts as such debts become due, or the
taking of any action by the Issuer in furtherance of any of the
foregoing.
The Issuer shall deliver to a Responsible Officer of the 1999-A Indenture
Trustee, within five days after the occurrence thereof, written notice in the
form of an Officer's Certificate of any event that with the giving of notice and
the lapse of time would become an Event of Default under clause (b) above, its
status and what action the Issuer is taking or proposes to take with respect
thereto.
Section 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.
(a) If an Event of Default pursuant to Section 5.01(a) above should
occur and be continuing, then and in every such case the 1999-A Indenture
Trustee or Noteholders representing not less than a majority of the Outstanding
Amount of the Notes, voting together as a single Class, may declare all the
Notes to be immediately due and payable, by a notice in writing to the Issuer
(and to the 1999-A Indenture Trustee if given by Noteholders), and upon any such
declaration the unpaid principal amount of such Notes, together with accrued and
unpaid interest thereon through the date of acceleration, shall become
immediately due and payable. If an Event of Default pursuant to Section 5.01(b)
above should occur and be
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continuing, then and in every such case the 1999-A Indenture Trustee or
Noteholders representing at least a majority of the Outstanding Amount of the
Class A Notes (and, after the Class A Note Balance has been reduced to zero,
Noteholders representing at least a majority of the Outstanding Amount of the
Class B Notes and the Class C Notes, voting together as a single Class), may
declare all the Notes to be immediately due and payable, by a notice in writing
to the Issuer (and to the 1999-A Indenture Trustee if given by Noteholders), and
upon any such declaration the unpaid principal amount of such Notes, together
with accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable. If an Event of Default pursuant to Section
5.01(c) or (d) above should occur and be continuing, then and in every such case
the Notes shall become immediately due and payable automatically without the
giving of any notice.
(b) At any time after such a declaration of acceleration of maturity
has been made and before a judgment or decree for payment of the money due has
been obtained by the 1999-A Indenture Trustee as hereinafter provided in this
Article, (1) if the Notes have been declared immediately due and payable in
connection with an Event of Default pursuant to Section 5.01(a), Noteholders
representing 100% of the Outstanding Amount of the Notes, voting together as a
single Class, or (2) if the Notes have been declared immediately due and payable
in connection with an Event of Default pursuant to Section 5.01(b), Noteholders
representing at least a majority of the Outstanding Amount of the Class A Notes
(and, after the Class A Note Balance has been reduced to zero, by Noteholders
representing at least a majority of the Outstanding Amount of the Class B Notes
and the Class C Notes, voting together as a single Class), in either case by
written notice to the Issuer and the 1999-A Indenture Trustee, may rescind and
annul such declaration and its consequences if:
(i) (A) the Issuer has paid or deposited with the 1999-A
Indenture Trustee a sum sufficient to pay:
(1) all payments of principal of and interest on the
Notes and all other amounts that would then be due hereunder
or upon the Notes if the Event of Default giving rise to such
acceleration had not occurred; and
(2) all sums paid, owed to or advanced by the 1999-A
Indenture Trustee hereunder and the reasonable compensation
and reasonable and documented expenses, disbursements and
advances of the 1999-A Indenture Trustee, its agents and
counsel; and
(B) all Events of Default, other than the nonpayment
of the principal of the Notes that have become due solely by
such acceleration, have been cured or waived as provided in
Section 5.12; or
(ii) the 1999-A Indenture Trustee elects to act in accordance
with the provisions of Section 5.05 with respect to the Event of
Default that gave rise to such declaration;
PROVIDED, HOWEVER, that, with respect to an Event of Default pursuant to Section
5.01(b) above
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related to a covenant or provision which cannot be modified without the waiver
or consent of 100% of the Noteholders, such Event of Default may only be
rescinded and annulled by Noteholders representing 100% of the Outstanding
Amount of the Notes, voting together as a single Class.
(c) No such rescission shall affect any subsequent Event of Default or
impair any right consequent thereto.
Section 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
1999-A INDENTURE TRUSTEE.
(a) The Issuer covenants that, if an Event of Default of the type
described in Section 5.01(a) shall occur and be continuing and notice shall have
been provided pursuant to Section 5.02(a) (and such Event of Default has not
since been annulled or rescinded pursuant to Section 5.02(b)), the Issuer will,
upon demand of the 1999-A Indenture Trustee in accordance with the provisions of
this Indenture, pay to the 1999-A Indenture Trustee, for the benefit of the
Noteholders, (i) the entire unpaid principal amount (including all unreimbursed
Note Principal Loss Amounts) of all Notes; (ii) interest on the entire unpaid
principal amount of all Notes and interest on any principal and accrued interest
on such Notes that was not paid when due, at the applicable Overdue Interest
Rate but only to the extent that payments of interest at such rate shall be
legally enforceable; and (iii) in addition thereto, such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation and reasonable and documented expenses, disbursements
and advances of the 1999-A Indenture Trustee and its agents and counsel.
(b) If the Issuer fails forthwith to pay such amounts upon such demand,
the 1999-A Indenture Trustee, in its own name and as 1999-A Indenture Trustee of
an express trust, may institute a Proceeding for the collection of the sums so
due and unpaid, and may prosecute such Proceeding to judgment or final decree,
and may enforce the same against the Issuer or any other obligor upon the Notes
and collect the monies adjudged or decreed to be payable in the manner provided
by law.
(c) If an Event of Default occurs and is continuing, the 1999-A
Indenture Trustee may, as more particularly provided in Section 5.04, in its
discretion, proceed to protect and enforce its rights and the rights of the
Noteholders by such appropriate Proceedings as are necessary to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein, or enforce any other proper remedy.
(d) If there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the 1999-A Securitization Trust Estate, Proceedings under Title 11 of the United
States Bankruptcy Code or any other applicable federal or state bankruptcy,
insolvency or other similar law, or if a receiver, assignee or trustee in
bankruptcy or reorganization, or liquidator, sequestrator or similar official
shall have been appointed for or taken possession of the Issuer or its property
or such other obligor or Person, or any other comparable judicial Proceedings
relative to the Issuer or other obligor upon the Notes,
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or to the creditors or property of the Issuer or such other obligor, the 1999-A
Indenture Trustee, irrespective of whether the principal of any Notes shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the 1999-A Indenture Trustee shall have made any demand
pursuant to the provisions of this Section 5.03, shall be entitled and
empowered, by intervention in such Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount
of principal and interest owing and unpaid in respect of the Notes and
to file such other papers or documents as may be necessary or advisable
in order to have the claims of the 1999-A Indenture Trustee (including
any claim for reasonable compensation to the 1999-A Indenture Trustee
and each predecessor 1999-A Indenture Trustee, and their respective
agents and counsel, and for reimbursement of all reasonable and
documented expenses and liabilities incurred, and all advances made, by
the 1999-A Indenture Trustee and each predecessor 1999-A Indenture
Trustee, except as a result of such 1999-A Indenture Trustee's or such
predecessor 1999-A Indenture Trustee's negligence, willful misconduct
or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to
vote on behalf of the Noteholders in any election of a trustee, a
standby trustee or Person performing similar functions in any such
Proceedings;
(iii) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute all amounts
received with respect to the claims of the Noteholders and of the
1999-A Indenture Trustee on their behalf; and
(iv) to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims
of the 1999-A Indenture Trustee or the Noteholders allowed in any
Proceedings relative to the Issuer, its creditors and its property;
and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the 1999-A Indenture Trustee and, if the 1999-A Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the 1999-A Indenture Trustee such amounts as shall be sufficient to cover
reasonable compensation and reasonable and documented expenses, disbursements
and advances of the 1999-A Indenture Trustee, each predecessor 1999-A Indenture
Trustee and their respective agents and counsel, and any other Capped Indenture
Trustee Administrative Expenses due the 1999-A Indenture Trustee and any other
Capped Owner Trustee Administrative Expenses due the 1999-A Owner Trustee.
(e) Nothing contained herein shall be deemed to authorize the 1999-A
Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the 1999-A Indenture Trustee to vote in respect of the claim of any
Noteholder in any such Proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.
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(f) All rights of action and of asserting claims under this Indenture,
or under any of the Notes, may be enforced by the 1999-A Indenture Trustee
without the possession of any of the Notes or the production thereof in any
trial or other Proceedings relative thereto, and any such action or Proceedings
instituted by the 1999-A Indenture Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment, subject to the
payment of reasonable and documented expenses, disbursements and compensation of
the 1999-A Indenture Trustee, each predecessor 1999-A Indenture Trustee and
their respective agents and counsel, shall be for the ratable benefit of the
Noteholders.
(g) In any Proceedings brought by the 1999-A Indenture Trustee
(including any Proceedings involving the interpretation of any provision of this
Indenture to which the 1999-A Indenture Trustee shall be a party), the 1999-A
Indenture Trustee shall be held to represent all Noteholders, and it shall not
be necessary to make any Noteholder a party to any such Proceedings.
Section 5.04 REMEDIES; PRIORITIES.
(a) If an Event of Default shall have occurred and be continuing, the
1999-A Indenture Trustee may do any one or more of the following (subject to
Sections 5.05 and 5.06):
(i) institute Proceedings in its own name as trustee of an
express trust for the collection of all amounts then payable on the
Notes or under this Indenture, whether by declaration or otherwise,
enforce any judgment obtained, and collect from the Issuer and the
1999-A Securitization Trust Estate monies adjudged due;
(ii) institute Proceedings from time to time for the complete
or partial foreclosure of this Indenture with respect to the 1999-A
Securitization Trust Estate;
(iii) exercise any remedies of a secured party under the UCC
or other applicable law, deliver to the 1999-A Securities Intermediary
a notice of exclusive control with respect to the 1999-A Securities
Accounts Control Agreement and take any other appropriate action to
protect and enforce the rights and remedies of the 1999-A Indenture
Trustee or the Holders of the Notes hereunder;
(iv) subject to Section 5.14, sell the 1999-A Securitization
Trust Estate or any portion thereof or rights or interest therein at
one or more public or private Sales called and conducted in any manner
permitted by law; and
(v) as provided in Section 6.15 of the 1999-A Securitization
Trust Agreement, direct the 1999-A Owner Trustee with regard to
appropriate actions thereunder.
(b) Except as otherwise provided herein, any money collected by the
1999-A Indenture Trustee pursuant to this Article Five shall be applied in the
order provided for Principal Collections and Interest Collections in the 1999-A
Securitization Trust Agreement at the date or dates fixed by the 1999-A
Indenture Trustee and, in case of the distribution of the entire amount due on
account of principal of and any interest on the Notes, upon presentation and
surrender
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thereof; PROVIDED that amounts received upon a Sale (as defined in Section 5.14)
of all or any portion of the 1999-A Securitization Trust Estate will be
distributed, first, to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes,
Class A-4 Notes and Class A-5 Notes, ratably, without preference or priority of
any kind; and, second, to the Class B Notes and Class C Notes, ratably, without
preference or priority of any kind, according to such amounts due and payable on
such Notes; and PROVIDED FURTHER that the Servicer, on behalf of the 1999-A
Indenture Trustee, shall determine conclusively without liability for such
determination the amount of the proceeds of such Sale that are allocable to
Interest Collections and the amount of such proceeds that are allocable to
Principal Collections.
Section 5.05 OPTIONAL PRESERVATION OF TRUST ESTATE. Notwithstanding
anything in this Indenture to the contrary (including Sections 5.11 and 5.14),
if the Notes have been declared due and payable following an Event of Default
and such declaration and its consequences shall not have been rescinded and
annulled, the 1999-A Indenture Trustee may, but need not, elect to maintain
possession of the 1999-A Securitization Trust Estate and apply all amounts
receivable with respect to the 1999-A Securitization Trust Estate to the payment
of principal of and interest on the Notes pursuant to the terms of the Notes and
the 1999-A Securitization Documents as if there had not been a declaration of
acceleration of the Maturity of the Notes. It is the desire of the parties
hereto and the Noteholders that there be at all times sufficient funds for the
payment of principal of and interest on the Notes, and the 1999-A Indenture
Trustee shall take such desire into account when determining whether to maintain
possession of the 1999-A Securitization Trust Estate. In determining whether to
maintain possession of the 1999-A Securitization Trust Estate, the 1999-A
Indenture Trustee may, but need not, obtain and rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the 1999-A
Securitization Trust Estate for such purpose.
Section 5.06 LIMITATION ON SUITS.
(a) No Noteholder shall have any right to institute any Proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:
(i) such Holder has previously given written notice to the
1999-A Indenture Trustee of a continuing Event of Default;
(ii) Noteholders representing not less than 25% of the
Outstanding Amount of the Notes, voting together as a single Class,
have made written request to the 1999-A Indenture Trustee to institute
such Proceedings in respect of such Event of Default in its own name as
1999-A Indenture Trustee hereunder;
(iii) such Holder or Holders have offered to the 1999-A
Indenture Trustee reasonable indemnity reasonably satisfactory to it
against the costs, expenses and liabilities to be incurred in complying
with such request;
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(iv) the 1999-A Indenture Trustee for 60 days after its
receipt of such notice, request and offer of indemnity has failed to
institute any such Proceeding; and
(v) no direction inconsistent with such written request has
been given to the 1999-A Indenture Trustee during such 60-day period by
Noteholders representing a majority of the Outstanding Amount of the
Notes, voting together as a single Class;
it being understood and intended that no one or more Noteholders shall have any
right in any manner whatever by virtue of, or by availing themselves of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Noteholders or to obtain or to seek to obtain priority or preference over
any other Noteholders (other than the subordination of the Class B Notes and the
Class C Notes to the extent set forth in the 1999-A Securitization Documents) or
to enforce any right under this Indenture, except in the manner herein provided.
(b) No Noteholder shall have any right to vote (except as provided in
the 1999-A Securitization Documents) or in any manner otherwise control the
operation and management of the 1999-A Securitization Trust, or the obligations
of the parties to any of the 1999-A Securitization Documents, nor shall any
Noteholder be under any liability to any third person by reason of any action
taken pursuant to any provision of the 1999-A Securitization Documents. However,
in connection with any action as to which Noteholders are entitled to vote or
consent under the 1999-A Securitization Documents, the Issuer may set a record
date for purposes of determining the identity of Noteholders entitled to vote or
consent in accordance with TIA Section 316(c).
Section 5.07 UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE NOTE
PAYMENTS. Notwithstanding any other provision in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payments of the principal of and interest, if any, on such Note on or after the
respective due dates therefor as specified in such Note or in this Indenture
(or, in the case of redemption, on or after the Redemption Date) and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.
Section 5.08 RESTORATION OF RIGHTS AND REMEDIES. If the 1999-A
Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any
right or remedy under this Indenture or any other 1999-A Securitization Document
and such Proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the 1999-A Indenture Trustee or to such Noteholder,
then and in every such case the Issuer, the 1999-A Indenture Trustee and the
Noteholders shall, subject to any determination in such Proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the 1999-A Indenture Trustee and the Noteholders
shall continue as though no such Proceeding had been instituted.
Section 5.09 RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
expressly provided in Section 2.05, no right or remedy herein conferred upon or
reserved to the 1999-A Indenture Trustee or to the Noteholders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every
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other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.
Section 5.10 DELAY OR OMISSION NOT WAIVER. No delay or omission of the
1999-A Indenture Trustee or of any Holder of any Note to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article Five or by law to the 1999-A
Indenture Trustee or to the Noteholders may be exercised from time to time, and
as often as may be deemed expedient, by the 1999-A Indenture Trustee or by the
Noteholders, as the case may be.
Section 5.11 CONTROL BY NOTEHOLDERS. Subject to the provisions of
Sections 5.06, 6.02(d) and 6.02(e), Noteholders representing a majority of the
Outstanding Amount of the Notes, voting together as a single Class, shall have
the right to direct the time, method and place of conducting any Proceeding for
any remedy available to the 1999-A Indenture Trustee with respect to the Notes
or with respect to exercising any trust power conferred on the 1999-A Indenture
Trustee, including the 1999-A Indenture Trustee's power to direct the action of
the 1999-A Owner Trustee pursuant to Section 6.15 of the 1999-A Securitization
Trust Agreement; PROVIDED that:
(a) such direction shall not be in conflict with any rule of
law or with this Indenture or any other 1999-A Securitization Document;
(b) subject to the terms of Section 5.14, any direction to the
1999-A Indenture Trustee to sell or liquidate the 1999-A Securitization
Trust Estate shall be made by Noteholders representing not less than a
majority of the Outstanding Amount of the Notes, voting together as a
single Class;
(c) if the conditions set forth in Section 5.05 have been
satisfied and the 1999-A Indenture Trustee elects to retain the 1999-A
Securitization Trust Estate pursuant thereto, then any direction to the
1999-A Indenture Trustee by Noteholders representing less than a
majority of the Outstanding Amount of the Notes, voting together as a
single Class, to sell or liquidate the 1999-A Securitization Trust
Estate shall be of no force or effect; and
(d) the 1999-A Indenture Trustee may take any other action
deemed proper by the 1999-A Indenture Trustee, that is not inconsistent
with such direction.
Section 5.12 WAIVER OF PAST DEFAULTS. Prior to the declaration of the
acceleration of the Maturity of the Notes as provided in Section 5.02,
Noteholders representing at least a majority of the Outstanding Amount of the
Notes, voting together as a single Class, may waive any past Unmatured Event of
Default or Event of Default hereunder and its consequences, except an Unmatured
Event of Default or Event of Default (i) in the payment of principal of or
interest due on any Note, which may only be waived by Noteholders representing
100% of the Outstanding Amount of the Notes, voting together as a single Class,
(ii) in respect of a covenant or provision
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hereof which under Section 9.02 cannot be modified or amended without the
consent of the Holder of each Outstanding Note affected, which may only be
waived by Noteholders representing 100% of the Outstanding Amount of the Notes,
voting together as a single Class, or (iii) of the type described in Section
5.01(b) (other than as described in clause (ii) hereof), which, so long as any
Class A Notes are outstanding, may only be waived by Noteholders representing a
majority of the Outstanding Amount of the Class A Notes, and, thereafter, may
only be waived by Noteholders representing a majority of the Outstanding Amount
of the Class B Notes and the Class C Notes, voting together as a single Class.
Upon any such waiver, the Issuer, the 1999-A Indenture Trustee and the
Noteholders shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other
Unmatured Event of Default or Event of Default or impair any right consequent
thereto.
Upon any such waiver, such Unmatured Event of Default or Event of
Default shall cease to exist and be deemed to have been cured and not to have
occurred, and any Event of Default arising therefrom shall be deemed to have
been cured and not to have occurred, for every purpose of this Indenture, but no
such waiver shall extend to any subsequent or other Unmatured Event of Default
or Event of Default or impair any right consequent thereto.
Section 5.13 UNDERTAKING FOR COSTS. All parties to this Indenture
agree, and each Holder of a Note by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the 1999-A Indenture Trustee for any action taken, suffered or omitted by it as
1999-A Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.13 shall not apply to (i) any suit instituted
by the 1999-A Indenture Trustee, (ii) any suit instituted by any Noteholder, or
group of Noteholders, in each case holding in the aggregate Notes representing
more than 10% of the Outstanding Amount of the Notes, voting together as a
single Class, or (iii) any suit instituted by any Noteholder for the enforcement
of the payment of the principal of or interest on any Note on or after the
Maturity of such Note (or, in the case of redemption, on or after the Redemption
Date).
Section 5.14 SALE OF TRUST ESTATE.
(a) If an Event of Default shall have occurred and be continuing, the
1999-A Indenture Trustee may, and, subject to Section 5.14(b), upon receipt of a
notice from Noteholders representing a majority of the Outstanding Amount of the
Class A Notes or from Noteholders representing a majority of the Outstanding
Amount of the Notes (voting together as a single Class), shall publish a notice
in an Authorized Newspaper stating that the 1999-A Indenture Trustee intends to
sell, dispose of or otherwise liquidate (a "Sale") the 1999-A SUBI Interest, the
1999-A SUBI Certificates and the other property of the 1999-A Securitization
Trust Estate in a commercially reasonable manner. Following such publication,
the 1999-A Indenture Trustee shall, unless otherwise prohibited by applicable
law from any such action, sell, dispose of, or otherwise liquidate the 1999-A
SUBI Interest, the 1999-A SUBI Certificates and the other property of the 1999-A
Securitization Trust Estate, in a commercially reasonable manner, which
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shall include the solicitation of competitive bids, and shall proceed to
consummate the Sale thereof as provided above with the highest bidder. The
Transferors and the Servicer shall be permitted to bid for the 1999-A
Securitization Trust Estate. The 1999-A Indenture Trustee may obtain a prior
determination from the conservator, receiver or trustee in bankruptcy of the
Issuer that the terms and manner of any proposed Sale are commercially
reasonable. The power to effect any Sale of any portion of the 1999-A
Securitization Trust Estate pursuant to Section 5.04 and this Section 5.14 shall
not be exhausted by any one or more Sales as to any portion of such 1999-A
Securitization Trust Estate remaining unsold, but shall continue unimpaired
until the entire 1999-A Securitization Trust Estate shall have been sold or all
amounts payable on the Notes and under this Indenture shall have been paid. The
1999-A Indenture Trustee may from time to time postpone any Sale by public
announcement made at the time and place of such Sale.
(b) Notwithstanding the foregoing, the 1999-A Indenture Trustee shall
not sell or otherwise dispose of the 1999-A Securitization Trust Estate
following an Event of Default (i) unless the anticipated proceeds of such Sale
or other disposition distributable to the Noteholders will be sufficient to
discharge in full the amounts then due and unpaid upon the Notes for principal
(including all unreimbursed Note Principal Loss Amounts) and interest, or (ii)
if such proceeds will not be sufficient, unless the 1999-A Indenture Trustee
obtains the consent of the Holders of all Notes then Outstanding, provided that
without the consent or direction to the contrary by the Holders of all Notes
then Outstanding, at any Sale at which no other Person bids an amount equal to
or greater than the amount described in clause (i) above, the 1999-A Indenture
Trustee shall bid on behalf of the Noteholders an amount at least equal to $1.00
more than the highest other bid.
(c) The 1999-A Indenture Trustee may bid for and acquire any portion of
the 1999-A Securitization Trust Estate in connection with a Sale thereof, and
may pay all or part of the purchase price by crediting against amounts owing on
the Notes or other amounts secured by this Indenture, all or part of the net
proceeds of such Sale after deducting reasonable and documented costs, charges
and expenses incurred by the 1999-A Indenture Trustee in connection with such
Sale, notwithstanding the provisions of any other Section hereof. The Notes need
not be produced in order to complete any such Sale.
(d) The 1999-A Indenture Trustee shall execute and deliver an
appropriate instrument of conveyance transferring its interest in any portion of
the 1999-A Securitization Trust Estate in connection with a Sale thereof. In
addition, the 1999-A Indenture Trustee is hereby irrevocably appointed the agent
and attorney-in-fact of the Issuer to transfer and convey its interest in any
portion of the 1999-A Securitization Trust Estate in connection with a Sale
thereof (including changing the designation of the secured party on any
financing or continuation statements), and to take all action necessary to
effect such Sale. No purchaser or transferee at such a Sale shall be bound to
ascertain the 1999-A Indenture Trustee's authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
monies.
Section 5.15 ACTION ON NOTES. The 1999-A Indenture Trustee's right to
seek and recover judgment on the Notes or under this Indenture shall not be
affected by the seeking, obtaining or application of any other relief under or
with respect to this Indenture. Neither the Lien of this Indenture nor any
rights or remedies of the 1999-A Indenture Trustee or the
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Noteholders shall be impaired by the recovery of any judgment by the 1999-A
Indenture Trustee against the Issuer or by the levy of any execution under such
judgment upon any portion of the 1999-A Securitization Trust Estate or upon any
of the assets of the Issuer. Any money or property collected by the 1999-A
Indenture Trustee shall be applied in accordance with Section 5.04.
ARTICLE SIX
THE 1999-A INDENTURE TRUSTEE
Section 6.01 CERTAIN DUTIES AND RESPONSIBILITIES.
(a) If an Event of Default shall have occurred and be continuing, the
1999-A Indenture Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.
(b) Except during the continuance of an Event of Default:
(i) the 1999-A Indenture Trustee undertakes to perform such
duties and only such duties as are specifically set forth in this
Indenture and no implied covenants or implied obligations shall be read
into this Indenture against the 1999-A Indenture Trustee; and
(ii) in the absence of bad faith on its part, or as otherwise
required by the TIA, the 1999-A Indenture Trustee may conclusively
rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates, opinions or reports
furnished to the 1999-A Indenture Trustee and conforming to the
requirements of this Indenture; PROVIDED, HOWEVER, that with respect to
any certificates, opinions or reports required to be furnished to the
1999-A Indenture Trustee pursuant to this Indenture, the 1999-A
Indenture Trustee shall examine the same to determine whether they
conform to the requirements of this Indenture.
(c) The 1999-A Indenture Trustee may not be relieved from liability for
its own negligent action, its own negligent failure to act or its own willful
misconduct, except that:
(i) this subsection shall not be construed to limit the effect
of Section 6.01(b);
(ii) the 1999-A Indenture Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer, unless
it shall be proved that the 1999-A Indenture Trustee was negligent in
ascertaining the pertinent facts; and
(iii) the 1999-A Indenture Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith
in accordance with a direction received by it pursuant to Section 5.11.
(d) No provision of this Indenture shall require the 1999-A Indenture
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its
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duties hereunder, or in the exercise of any of its rights or powers, including
any action taken at the request or direction of Holders pursuant to this
Indenture, if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
(e) Whether or not expressly provided therein, every provision of this
Indenture relating to the conduct or affecting the liability of and affording
protection to the 1999-A Indenture Trustee shall be subject to the provisions of
this Section 6.01.
(f) The 1999-A Indenture Trustee agrees to comply with all of the
provisions of and to perform all of the obligations under the Origination Trust
Agreement, the Servicing Agreement, the 1999-A SUBI Supplement, the 1999-A
Servicing Supplement, the Backup Security Agreement and each other 1999-A
Securitization Document required to be complied with or performed by the 1999-A
Indenture Trustee, to the extent the 1999-A Indenture Trustee is a party
thereto.
Section 6.02 RIGHTS OF 1999-A INDENTURE TRUSTEE.
(a) Except as otherwise provided in the second succeeding sentence, the
1999-A Indenture Trustee may reasonably rely on any document believed by it to
be genuine and to have been signed or presented by the proper person. The 1999-A
Indenture Trustee need not investigate any fact or matter stated in the
document. Notwithstanding the foregoing, the 1999-A Indenture Trustee, upon
receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the 1999-A Indenture Trustee
that shall be specifically required to be furnished pursuant to any provision of
this Indenture, shall examine them to determine whether they comply as to form
to the requirements of this Indenture (but need not confirm or investigate the
accuracy of any mathematical calculations or other facts stated therein).
(b) Before the 1999-A Indenture Trustee acts or refrains from acting,
it may require an Officer's Certificate or an Opinion of Counsel. The 1999-A
Indenture Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on an Officer's Certificate or Opinion of Counsel.
(c) The 1999-A Indenture Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys or a custodian or nominee, and the 1999-A Indenture
Trustee shall not be responsible for any misconduct or negligence on the part
of, or for the supervision of, any such agent, attorney, custodian or nominee
appointed with due care by it hereunder.
(d) The 1999-A Indenture Trustee shall not be liable for any action it
takes or omits to take in good faith that it believes to be authorized or within
its rights or powers, provided that the 1999-A Indenture Trustee's conduct does
not constitute willful misconduct, negligence or bad faith.
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(e) The 1999-A Indenture Trustee may consult with counsel of its own
selection, and the advice or opinion of counsel with respect to legal matters
relating to this Indenture and the Notes shall be full and complete
authorization and protection from liability with respect to any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.
(f) The 1999-A Indenture Trustee shall not be deemed to have notice of
any Default or Event of Default unless a Responsible Officer of the 1999-A
Indenture Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a default is received by the 1999-A Indenture
Trustee at the Corporate Trust Office of the 1999-A Indenture Trustee, and such
notice references the Securities and this Indenture; and
(g) The standard of care and indemnity benefits given to the 1999-A
Indenture Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the 1999-A Indenture Trustee in
each of its capacities hereunder and each of its agents, custodians and other
Persons employed by the 1999-A Indenture Trustee in good faith with reasonable
care to act hereunder.
Section 6.03 1999-A INDENTURE TRUSTEE MAY HOLD NOTES. The 1999-A
Indenture Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates
with the same rights it would have if it were not the 1999-A Indenture Trustee.
Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the
same with like rights. However, the 1999-A Indenture Trustee must comply with
Sections 6.11 and 6.12.
Section 6.04 1999-A INDENTURE TRUSTEE'S DISCLAIMER. The recitals
contained herein and in the Notes, except the certificates of authentication on
the Notes, shall be taken as the statements of the Issuer, and the 1999-A
Indenture Trustee assumes no responsibility for their correctness. The 1999-A
Indenture Trustee makes no representations as to the validity or sufficiency of
this Indenture or of the Notes. The 1999-A Indenture Trustee shall not be
accountable for the use or application by the Issuer of Notes or the proceeds
thereof.
Section 6.05 NOTICE OF UNMATURED EVENT OF DEFAULT. If an Unmatured
Event of Default occurs and is continuing and if it is known to a Responsible
Officer of the 1999-A Indenture Trustee, the 1999-A Indenture Trustee shall mail
to each Noteholder notice of such Unmatured Event of Default within 90 days
after it occurs. Except in the case of an Unmatured Event of Default in payment
of principal of or interest on any Note, the 1999-A Indenture Trustee may
withhold the notice if and so long as a committee of Responsible Officers of the
1999-A Indenture Trustee in good faith determines that withholding the notice is
in the interests of the Noteholders.
Section 6.06 REPORTS BY 1999-A INDENTURE TRUSTEE TO HOLDERS. The 1999-A
Indenture Trustee shall deliver or cause to be delivered to each Noteholder such
information as may be required to enable such Holder to prepare its federal and
state income tax returns.
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Section 6.07 1999-A INDENTURE TRUSTEE'S FEES AND EXPENSES.
(a) The 1999-A Indenture Trustee shall be entitled to reasonable
compensation for all services rendered by it pursuant to the 1999-A
Securitization Documents and in the exercise and performance of any of the
powers and duties of the 1999-A Indenture Trustee under this Indenture, and
payment or reimbursement upon its request for all reasonable expenses,
disbursements and advances incurred or made by the 1999-A Indenture Trustee in
its capacity as 1999-A Indenture Trustee in accordance with any of the
provisions of this Indenture and the 1999-A Securitization Documents (including
the reasonable compensation and reasonable and documented expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence, willful misfeasance or bad faith or that is the responsibility of
HTC LP, HTD LP or the Issuer under the 1999-A Securitization Documents. Such
compensation and reimbursement shall be paid as set forth in Section 3.03 of the
1999-A Securitization Trust Agreement. Additionally, HTC LP and HTD LP may agree
to indemnify the 1999-A Indenture Trustee under certain circumstances.
(b) The 1999-A Indenture Trustee shall not institute any Proceeding, or
make any filing, on account of the Issuer failing to perform its obligations
under this Section 6.07 that might result, with the giving of notice or the
passage of time or both, in the occurrence of any Event of Default specified in
Sections 5.01(c) or 5.01(d). Notwithstanding the failure of the Issuer to
perform any of its obligations under this Section 6.07, the 1999-A Indenture
Trustee shall continue to perform its obligations under this Indenture.
(c) Prior to the termination of this Indenture, the obligations of the
1999-A Indenture Trustee hereunder shall not be subject to any defense,
counterclaim or right of offset that the 1999-A Indenture Trustee in its
individual capacity has or may have against the Issuer, HTC LP, HTD LP or the
Servicer, whether in respect of this Indenture, the Notes, the 1999-A
Securitization Documents or otherwise, and the 1999-A Indenture Trustee hereby
waives all statutory and common law rights of setoff or banker's lien against
the Issuer or any of its assets that the 1999-A Indenture Trustee may have in
any capacity other than on behalf of the Noteholders, including all rights under
UCC Section 9-306(4)(d) as enacted in the State of New York.
(d) The Issuer shall fully indemnify or shall cause the Servicer to
indemnify the 1999-A Indenture Trustee against any and all loss, liability,
claim, damage or expense (including attorneys' fees and expenses) incurred by it
in connection with the acceptance or administration of this trust and the
performance of its duties hereunder. Such expenses shall include the cost of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers and duties hereunder other than allegations
of willful misconduct, negligence or bad faith. All amounts payable by the
Issuer under this Section 6.07 shall constitute Uncapped Administrative Expenses
payable pursuant to Section 3.03 of the Securitization Trust Agreement. The
1999-A Indenture Trustee shall notify the Issuer and the Servicer promptly of
any claim for which it may seek indemnity. Failure by the 1999-A Indenture
Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or
the Servicer of its obligations hereunder. The Issuer shall defend or shall
cause the Servicer to defend any such claim, and the 1999-A
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Indenture Trustee may have separate counsel and the Issuer shall pay or shall
cause the Servicer to pay the fees and expenses of such counsel. Neither the
Issuer nor the Servicer need indemnify against any loss, liability or expense
incurred by the 1999-A Indenture Trustee through the Indenture Trustee's own
willful misconduct, negligence or bad faith.
Section 6.08 REPLACEMENT OF 1999-A INDENTURE TRUSTEE.
(a) No resignation or removal of the 1999-A Indenture Trustee and no
appointment of a successor 1999-A Indenture Trustee shall become effective until
the acceptance of appointment by a successor 1999-A Indenture Trustee pursuant
to this Section 6.08. The 1999-A Indenture Trustee may resign at any time by so
notifying the Issuer upon 30 days' notice. Noteholders representing a majority
of the Outstanding Amount of the Notes, voting together as a single Class, may
remove the 1999-A Indenture Trustee at any time and appoint a successor 1999-A
Indenture Trustee by so notifying the 1999-A Indenture Trustee. The Issuer shall
remove the 1999-A Indenture Trustee if:
(i) the 1999-A Indenture Trustee fails to comply with
Section 6.11;
(ii) a court having jurisdiction in the premises in respect of
the 1999-A Indenture Trustee in an involuntary case or Proceeding under
federal or state banking or bankruptcy laws, as now or hereafter
constituted, or any other applicable federal or state bankruptcy,
insolvency or other similar law, shall have entered a decree or order
granting relief or appointing a receiver, liquidator, assignee,
custodian, trustee, conservator, sequestrator (or similar official) for
the 1999-A Indenture Trustee or for any substantial part of the 1999-A
Indenture Trustee's property, or ordering the winding-up or liquidation
of the 1999-A Indenture Trustee's affairs, provided any such decree or
order shall have continued unstayed and in effect for a period of 30
consecutive days;
(iii) the 1999-A Indenture Trustee commences a voluntary case
under any federal or state banking or bankruptcy laws, as now or
hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or consents to the
appointment of or taking possession by a receiver, liquidator,
assignee, custodian, trustee, conservator, sequestrator or other
similar official for the 1999-A Indenture Trustee or for any
substantial part of the 1999-A Indenture Trustee's property, or makes
any assignment for the benefit of creditors or fails generally to pay
its debts as such debts become due or takes any corporate action in
furtherance of any of the foregoing; or
(iv) the 1999-A Indenture Trustee otherwise becomes incapable
of acting.
If the 1999-A Indenture Trustee resigns or is removed or if a vacancy exists in
the office of the 1999-A Indenture Trustee for any reason (the 1999-A Indenture
Trustee in such event being referred to herein as the retiring 1999-A Indenture
Trustee), the Issuer shall promptly appoint a successor 1999-A Indenture
Trustee, which successor 1999-A Indenture Trustee shall not accept its
appointment unless at the time of such acceptance such successor 1999-A
Indenture Trustee shall be qualified and eligible under this Article Six.
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A successor 1999-A Indenture Trustee shall deliver a written acceptance
of its appointment to the retiring 1999-A Indenture Trustee and to the Issuer.
Thereupon the resignation or removal of the retiring 1999-A Indenture Trustee
shall become effective, and the successor 1999-A Indenture Trustee shall have
all the rights, powers and duties of the 1999-A Indenture Trustee under this
Indenture. The successor 1999-A Indenture Trustee shall mail a notice of its
succession to the Noteholders. The retiring 1999-A Indenture Trustee shall
promptly transfer all property held by it as 1999-A Indenture Trustee to the
successor 1999-A Indenture Trustee.
If a successor 1999-A Indenture Trustee does not take office within 60
days after the retiring 1999-A Indenture Trustee resigns or is removed, the
retiring 1999-A Indenture Trustee, the Issuer or Noteholders representing at
least a majority of the Outstanding Amount of the Notes, voting together as a
single Class, may petition any court (at the expense of the Issuer or, if
arising from the 1999-A Indenture Trustee's resignation, at the expense of the
1999-A Indenture Trustee) of competent jurisdiction for the appointment of a
successor 1999-A Indenture Trustee.
If the 1999-A Indenture Trustee fails to comply with Section 6.11, any
Noteholder may petition any court of competent jurisdiction for the removal of
the 1999-A Indenture Trustee and the appointment of a successor 1999-A Indenture
Trustee.
Any resignation or removal of the 1999-A Indenture Trustee and
appointment of a successor 1999-A Indenture Trustee pursuant to the provisions
of this Section 6.08 shall not become effective until acceptance of appointment
by the successor 1999-A Indenture Trustee pursuant to this Section 6.08 and
payment of all reasonable and documented fees and expenses owed to the outgoing
1999-A Indenture Trustee. Notwithstanding the replacement of the 1999-A
Indenture Trustee pursuant to this Section 6.08, the Issuer's and the
Administrator's obligations under Section 6.07 shall continue for the benefit of
the retiring 1999-A Indenture Trustee.
Section 6.09 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS OF 1999-A INDENTURE TRUSTEE. If the 1999-A Indenture Trustee
consolidates or merges with, or converts or transfers all or substantially all
its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation shall, without
any further act, be the successor 1999-A Indenture Trustee; PROVIDED that such
corporation or banking association shall be otherwise qualified and eligible
under Section 6.11. The 1999-A Indenture Trustee shall deliver to each Rating
Agency prior written notice of any such transaction.
If at the time such successor or successors by merger, conversion or
consolidation to the 1999-A Indenture Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the 1999-A Indenture Trustee may adopt the
certificate of authentication of any predecessor trustee and deliver such Notes
so authenticated; and if at that time any of the Notes shall not have been
authenticated, any successor to the 1999-A Indenture Trustee may authenticate
such Notes either in the name of any predecessor hereunder or in the name of the
successor to the 1999-A Indenture Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Notes or in
this Indenture provided that the certificate of the 1999-A Indenture Trustee
shall have.
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Section 6.10 CO-TRUSTEE OR SEPARATE TRUSTEE.
(a) Notwithstanding any other provision of this Indenture, at any time,
for the purpose of meeting any legal requirement of any jurisdiction in which
any part of the 1999-A Securitization Trust Estate may at the time be located,
the 1999-A Indenture Trustee and the Administrator, acting jointly, shall have
the power and may execute and deliver all instruments to appoint one or more
Persons to act as a co-trustee or co-trustees, or separate trustee or separate
trustees, of all or any part of the 1999-A Securitization Trust, and to vest in
such Person or Persons, in such capacity and for the benefit of the Noteholders,
such title to the 1999-A Securitization Trust Estate or any part thereof, and,
subject to the other provisions of this Section 6.10, such powers, duties,
obligations, rights and trusts as the 1999-A Indenture Trustee or the
Administrator may consider necessary or desirable. If the Administrator shall
not have joined in such appointment within 15 days after its receipt of a
request to do so, the 1999-A Indenture Trustee alone shall have the power to
make such appointment. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
6.11 and no notice to Noteholders of the appointment of any co-trustee or
separate trustee shall be required under Section 6.08.
(b) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:
(i) all rights, powers, duties and obligations conferred or
imposed upon the 1999-A Indenture Trustee shall be conferred or imposed
upon and exercised or performed by the 1999-A Indenture Trustee and
such separate trustee or co-trustee jointly (it being understood that
such separate trustee or co-trustee is not authorized to act separately
without the 1999-A Indenture Trustee joining in such act), except to
the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed the 1999-A Indenture Trustee
shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the
holding of title to the 1999-A Securitization Trust Estate or any
portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at
the direction of the 1999-A Indenture Trustee;
(ii) no trustee hereunder shall be personally liable by reason
of any act or omission of any other trustee hereunder; and
(iii) the 1999-A Indenture Trustee and the Administrator may
at any time accept the resignation of or remove any separate trustee or
co-trustee.
(c) Any notice, request or other writing given to the 1999-A Indenture
Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Indenture and
the conditions of this Article Six. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
1999-A Indenture Trustee or separately, as may be provided therein, subject to
all the provisions of this Indenture, specifically including
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every provision of this Indenture relating to the conduct of, affecting the
liability of, or affording protection to, the 1999-A Indenture Trustee. Every
such instrument shall be filed with the 1999-A Indenture Trustee.
(d) Any separate trustee or co-trustee may at any time constitute the
1999-A Indenture Trustee, its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Indenture on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the 1999-A Indenture Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.
Section 6.11 ELIGIBILITY; DISQUALIFICATION.
(a) The 1999-A Indenture Trustee shall at all times satisfy the
requirements of TIA Section 310(a). The 1999-A Indenture Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition, and the time deposits of the 1999-A
Indenture Trustee shall be rated at least A-1 by Standard & Poor's, F1 by Fitch
and Prime-1 by Moody's. The 1999-A Indenture Trustee shall comply with TIA
Section 310(b), including the optional provision permitted by the second
sentence of TIA Section 310(b)(9); PROVIDED, HOWEVER, that there shall be
excluded from the operation of TIA Section 310(b)(1) any indenture or indentures
under which other securities of the Issuer are outstanding if the requirements
for such exclusion set forth in TIA Section 310(b)(1) are met.
(b) Neither the Issuer nor any Affiliate thereof may serve as 1999-A
Indenture Trustee.
Section 6.12 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER. The
1999-A Indenture Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). Any 1999-A Indenture Trustee
who has resigned or been removed shall be subject to TIA Section 311(a) to the
extent indicated therein.
Section 6.13 MONEY HELD IN TRUST. Money held by the 1999-A Indenture
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by this Indenture or by law. The 1999-A Indenture Trustee shall
be under no liability for interest on any money received by it hereunder except
as otherwise agreed with the Issuer and except to the extent of income or other
gain on investments that are obligations of the 1999-A Indenture Trustee and
income or other gain actually received by the 1999-A Indenture Trustee on
Eligible Investments with respect to the 1999-A Note Distribution Account.
Section 6.14 CESSATION OF ELIGIBILITY. If at any time the 1999-A
Indenture Trustee shall cease to be eligible in accordance with the provisions
of Section 6.11, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article Six.
Section 6.15 AUTHENTICATING AGENT. Upon the request of the Issuer, the
1999-A Indenture Trustee shall appoint an Authenticating Agent with power to act
on its behalf and subject to its direction in the authentication and delivery of
the Notes designated for such
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authentication by the Issuer and containing provisions therein for such
authentication (or with respect to which the Issuer has made other arrangements,
satisfactory to the 1999-A Indenture Trustee and such Authenticating Agent, for
notation on the Notes of the authority of an Authenticating Agent appointed
after the initial authentication and delivery of such Notes) in connection with
transfers and exchanges of Notes under Sections 2.04 and 2.05, as fully to all
intents and purposes as though the Authenticating Agent had been expressly
authorized by those Sections to authenticate and deliver Notes. For all purposes
of this Indenture, the authentication and delivery of Notes by the
Authenticating Agent pursuant to this Section 6.15 shall be deemed to be the
authentication and delivery of Notes by the 1999-A Indenture Trustee. Such
Authenticating Agent shall at all times be a Person that meets the requirements
of Section 6.08 for the 1999-A Indenture Trustee hereunder.
Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of the Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section 6.15, without the execution or filing of any further act on the part of
the parties hereto or the Authenticating Agent or such successor corporation.
Any Authenticating Agent may at any time resign by giving 30 days'
written notice of resignation to the 1999-A Indenture Trustee and the Issuer.
The 1999-A Indenture Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and the Issuer. Upon receiving such a notice of resignation
or upon such a termination, or if at any time any Authenticating Agent shall
cease to be eligible under this Section 6.15, the 1999-A Indenture Trustee may
promptly appoint a successor Authenticating Agent, shall give written notice of
such appointment to the Issuer and shall mail notice of such appointment to all
Noteholders as the names and addresses of such Holders appear on the Note
Register.
The 1999-A Indenture Trustee agrees to pay to the Authenticating Agent
from time to time reasonable compensation for its services and the 1999-A
Indenture Trustee shall be entitled to be reimbursed for such payments, subject
to Section 6.07. The provisions of Sections 2.09, 6.04 and 6.05 shall be
applicable to any Authenticating Agent.
Section 6.16 WITHHOLDING TAXES. Whenever it is acting as a Paying Agent
for the Notes, the 1999-A Indenture Trustee shall comply with all requirements
of the Code, and all regulations thereunder, with respect to the withholding
from any payments made on such Notes of any withholding taxes imposed thereon
and with respect to any reporting requirements in connection therewith.
Section 6.17 NO PETITION. The 1999-A Indenture Trustee 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 have been paid in
full, it will not institute against, or join any other Person in instituting
against, the Issuer, HTA LP, HTB LP, HTC LP, HTD LP, any general partner or
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member (as applicable) of a UTI Beneficiary or of a Transferor which is a
partnership or a limited liability company, 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 of a Special Purpose Affiliate partnership (or any of their respective
general partners) that is a partnership or a limited liability company, 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 6.17 shall survive the termination of this Indenture 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 this Indenture, respectively.
Section 6.18 REPRESENTATIONS AND WARRANTIES OF 1999-A INDENTURE
TRUSTEE. The 1999-A Indenture Trustee hereby makes the following representations
and warranties on which the Issuer and Noteholders shall rely:
(i) it is a New York banking corporation duly organized,
validly existing and in good standing under the laws of its place of
incorporation; and
(ii) it has full power, authority and legal right to execute,
deliver, and perform this Indenture and has taken all necessary action
to authorize the execution, delivery and performance by it of this
Indenture.
Section 6.19 PENNSYLVANIA MOTOR VEHICLE SALES FINANCE ACT LICENSES. The
1999-A Indenture Trustee shall use its best efforts to maintain the
effectiveness of all licenses required under the Pennsylvania Motor Vehicle
Sales Finance Act in connection with this Indenture and the transactions
contemplated hereby until the Lien and security interest of this Indenture shall
no longer be in effect in accordance with the terms hereof.
Section 6.20 1999-A INDENTURE TRUSTEE'S APPLICATION FOR INSTRUCTIONS
FROM THE ISSUER. Any application by the 1999-A Indenture Trustee for written
instructions from the Issuer may, at the option of the 1999-A Indenture Trustee,
set forth in writing any action proposed to be taken or omitted by the 1999-A
Indenture Trustee under this Indenture and the date on and/or after which such
action shall be taken or such omission shall be effective, provided such action
or omission is permitted by the terms of this Indenture. The 1999-A Indenture
Trustee shall not be liable for any action taken by, or omission of, the 1999-A
Indenture Trustee taken in good faith with reasonable care absent gross
negligence or willful misconduct and consistent with the provisions of this
Indenture in accordance with a proposal included in such application on or after
the date specified in such application (which date, except in the event of an
emergency, shall not be less than three Business Days after the date any officer
of the Issuer actually receives such application, unless any such officer shall
have consented in writing to any earlier date) unless prior to taking any such
action (or the effective date in the case of an omission), the 1999-A Indenture
Trustee shall have received written instructions in response to such application
specifying the action to be taken or omitted.
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Section 6.21 LIMITATION ON DUTY OF 1999-A INDENTURE TRUSTEE IN RESPECT
OF COLLATERAL; INDEMNIFICATION.
(a) Beyond the exercise of reasonable care in the custody thereof and
the accounting for monies received on it, the 1999-A Indenture Trustee shall
have no duty as to any Collateral in its possession or control or in the
possession or control of any agent or bailee or any income thereon or as to
preservation of rights against prior parties or any other rights pertaining
thereto, and, unless otherwise specifically instructed by the Issuer or the
Noteholders, the 1999-A Indenture Trustee shall not be responsible for filing
any financing or continuation statements or recording any documents or
instruments in any public office at any time or times or otherwise perfecting or
maintaining the perfection of any security interest in the Collateral. The
1999-A Indenture Trustee shall be deemed to have exercised reasonable care in
the custody of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which it accords its own property and
shall not be liable or responsible for any loss or diminution in the value of
any of the Collateral, by reason of the act or omission of any carrier,
forwarding agency or other agent or bailee selected by the 1999-A Indenture
Trustee in good faith with reasonable care absent gross negligence or willful
misconduct.
(b) The 1999-A Indenture Trustee shall not be responsible for the
existence, genuineness or value of any of the Collateral or for the validity,
perfection, priority or enforceability of the Liens in any of the Collateral,
whether impaired by operation of law or by reason of any action or omission to
act on its part hereunder, for the validity or sufficiency of the Collateral or
any agreement or assignment contained therein, for the validity of the title of
the Issuer to the Collateral, for insuring the Collateral or for the payment of
taxes, charges, assessments or Liens upon the Collateral or otherwise as to the
maintenance of the Collateral, except to the extent such action or omission
constitutes gross negligence, bad faith or willful misconduct on the part of the
1999-A Indenture Trustee, and except for the obligations of the 1999-A Indenture
Trustee specifically provided for elsewhere in this Indenture. Except for the
obligations of the 1999-A Indenture Trustee specifically provided for elsewhere
in this Indenture, the 1999-A Indenture Trustee shall have no duty to ascertain
or inquire as to the performance or observance of any of the terms of this
Indenture by the Issuer.
ARTICLE SEVEN
NOTEHOLDERS' LISTS AND REPORTS
Section 7.01 ISSUER TO FURNISH 1999-A INDENTURE TRUSTEE NAMES AND
ADDRESSES OF NOTEHOLDERS. If Definitive Notes are issued, the Issuer will
furnish or cause to be furnished to the 1999-A Indenture Trustee (i) not more
than five days after the earlier of (a) each Record Date and (b) three months
after the last Record Date, a list, in such form as the 1999-A Indenture Trustee
may reasonably require, of the names and addresses of the Noteholders as of such
Record Date, and (ii) at such other times as the 1999-A Indenture Trustee may
request in writing, within 30 days after receipt by the Issuer of any such
request, a list of similar form and content as of a date not more than ten days
prior to the time such list is furnished; PROVIDED, HOWEVER, that so long as the
1999-A Indenture Trustee is the Note Registrar, no such list shall be required
to be furnished.
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Section 7.02 PRESERVATION OF INFORMATION; COMMUNICATIONS TO
NOTEHOLDERS.
(a) The 1999-A Indenture Trustee shall preserve, in as current a form
as is reasonably practicable, the names and addresses of Noteholders contained
in the most recent list furnished to the 1999-A Indenture Trustee as provided in
Section 7.01 and the names and addresses of Noteholders received by the 1999-A
Indenture Trustee in its capacity as Note Registrar. The 1999-A Indenture
Trustee may destroy any list furnished to it as provided in said Section 7.01
upon receipt of a new list so furnished.
(b) Noteholders may communicate with other Noteholders and may have
access to the current list of Noteholders, in each case pursuant to TIA Section
312(b), with respect to their rights under this Indenture or under the Notes.
(c) The Issuer, the 1999-A Indenture Trustee and the Note Registrar
shall have the protection of TIA Section 312(c).
(d) The 1999-A Indenture Trustee will provide to Noteholders the report
to Securityholders as set forth in Section 3.05 of the 1999-A Securitization
Trust Agreement and the reports, certificates, opinions and documents specified
in Section 3.05 of the 1999-A Securitization Trust Agreement upon written
request to the 1999-A Indenture Trustee.
Section 7.03 REPORTS BY 1999-A INDENTURE TRUSTEE; RESPONSES TO
NOTEHOLDER INQUIRIES.
(a) If required by TIA Section 313(a), within 60 days after each July
15, beginning with July 15, 2000, the 1999-A Indenture Trustee shall mail to
each Noteholder as required by TIA Section 313(c) a brief report dated as of
such date that complies with TIA Section 313(a). The 1999-A Indenture Trustee
also shall comply with TIA Section 313(b).
(b) A copy of each such report at the time of its mailing to
Noteholders shall be filed by the 1999-A Indenture Trustee with the Commission
and each stock exchange, if any, on which the Notes are listed. The Issuer will
notify the 1999-A Indenture Trustee when the Notes are listed on any stock
exchange or delisted therefrom.
(c) Copies of the above reports need not be mailed to Noteholders who
have previously requested that they not receive copies of such reports.
Section 7.04 REPORTS BY THE ISSUER.
(a) The Issuer shall:
(i) file with the 1999-A Indenture Trustee, within 15 days
after the Issuer is required to file the same with the Commission,
copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as
the Commission may from time to time by rules and regulations
prescribe) that the Issuer may be required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act;
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(ii) file with the 1999-A Indenture Trustee and the Commission
in accordance with rules and regulations prescribed from time to time
by the Commission such additional information, documents and reports
with respect to compliance by the Issuer with the conditions and
covenants of this Indenture as may be required from time to time by
such rules and regulations; and
(iii) supply to the 1999-A Indenture Trustee (and the 1999-A
Indenture Trustee shall transmit by mail to all Noteholders described
in TIA Section 313(c)) such summaries of any information, documents and
reports required to be filed by the Issuer pursuant to clauses (i) and
(ii) of this Section 7.04(a) and by rules and regulations prescribed
from time to time by the Commission.
Delivery of such reports, information and documents to the
1999-A Indenture Trustee is for informational purposes only and the
1999-A Indenture Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer's
compliance with any of its covenants hereunder (as to which the 1999-A
Indenture Trustee is entitled to rely exclusively on Officers'
Certificates).
(b) Unless the Issuer otherwise determines, the fiscal year of the
Issuer shall end on March 31 of each year.
ARTICLE EIGHT
ACCOUNTS, DISBURSEMENTS AND RELEASES
Section 8.01 COLLECTION OF MONIES. Except as otherwise expressly
provided herein or in the 1999-A Securitization Documents, the 1999-A Indenture
Trustee may demand payment or delivery of, and shall receive and collect,
directly and without intervention or assistance of any fiscal agent or other
intermediary, all money and other property payable to or receivable by the
1999-A Indenture Trustee pursuant to this Indenture and the other 1999-A
Securitization Documents. The 1999-A Indenture Trustee shall hold all such money
and property received by it as part of the 1999-A Securitization Trust Estate,
and shall apply them as provided in this Indenture. Except as otherwise
expressly provided in this Indenture, if any default occurs in the making of any
payment or performance under any agreement or instrument that is part of the
1999-A Securitization Trust Estate, the 1999-A Indenture Trustee may take such
action as may be appropriate to enforce such payment or performance, including
the institution and prosecution of appropriate Proceedings. Any such action
shall be without prejudice to any right to claim an Unmatured Event of Default
or Event of Default under this Indenture and to proceed thereafter as provided
in Article Five.
Section 8.02 TRUST ACCOUNTS.
(a) On or prior to the Closing Date, in accordance with Sections
3.01(d) and 3.04(a) of the 1999-A Securitization Trust Agreement, the Reserve
Fund shall be established. The Reserve Fund shall be held for the benefit of HTC
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LP, HTD LP and the Noteholders, and shall bear a designation clearly indicating
that the funds on deposit therein are held for the benefit of HTC LP, HTD LP and
the Noteholders. The Reserve Fund shall be under the sole dominion and control
of the 1999-A Indenture Trustee.
(b) On or prior to the Closing Date, in accordance with Section 3.01(a)
of the 1999-A Securitization Trust Agreement, an Eligible Account shall be
established, which account shall be designated as the "1999-A Note Distribution
Account". The 1999-A Note Distribution Account shall be held for the benefit of
Noteholders, and shall bear a designation clearly indicating that the funds on
deposit therein are held for the benefit of the Noteholders. The 1999-A Note
Distribution Account shall be under the sole dominion and control of the 1999-A
Indenture Trustee.
(c) On each Distribution Date or Redemption Date, from the amounts on
deposit in the 1999-A Note Distribution Account, the 1999-A Indenture Trustee
shall duly and punctually distribute payments of principal of and interest on
the Notes in the order and priority set forth in Section 3.03 of the 1999-A
Securitization Trust Agreement, by check mailed to the Person whose name appears
as the registered holder of a Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on the related Record Date, except
that, with respect to Notes registered on the Record Date in the name of the
nominee of DTC (initially, such nominee to be Cede), payments will be made by
wire transfer in immediately available funds to the account designated by such
nominee. Such checks shall be mailed to the Person entitled thereto at the
address of such Person as it appears on the Note Register as of the applicable
Record Date without requiring that the Note be submitted for notation of
payment. Any reduction in the principal amount of any Note (or any one or more
Predecessor Notes) affected by any payments made on any Distribution Date or
Redemption Date shall be binding upon all future holders of any Note issued upon
the registration of transfer thereof or in exchange thereof or in lieu thereof,
whether or not noted thereon. Amounts properly withheld under the Code by any
Person from payment to any Noteholder of interest or principal shall be
considered to have been paid by the 1999-A Indenture Trustee to such Noteholder
for purposes of this Indenture. If funds are expected to be available, pursuant
to the notice delivered to the 1999-A Indenture Trustee, for payment in full of
the remaining unpaid principal amount of the Notes on a Distribution Date or
Redemption Date, then the 1999-A Indenture Trustee, in the name of and on behalf
of the Issuer, will notify each Person who was the registered holder of a Note
as of the Record Date preceding the most recent Distribution Date or Redemption
Date by notice mailed within thirty days of such Distribution Date or Redemption
Date and the amount then due and payable shall be payable only upon presentation
and surrender of the Note at the Corporate Trust Office of the 1999-A Indenture
Trustee or at the office of the 1999-A Indenture Trustee's agent appointed for
such purposes located in The City of New York.
Section 8.03 GENERAL PROVISIONS REGARDING THE 1999-A SUBI ACCOUNTS.
(a) All monies deposited from time to time in the 1999-A Note
Distribution Account and the Reserve Fund shall be held by the 1999-A Indenture
Trustee as part of the Collateral and shall be applied for the purposes set
forth in the 1999-A Securitization Documents, and all monies deposited from time
to time in the 1999-A SUBI Accounts (excluding the 1999-A Note Distribution
Account and the Reserve Fund) shall be held by the 1999-A Owner Trustee as part
of the Collateral and shall be applied for the purposes set forth in the 1999-A
Securitization
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Documents. Other than as expressly provided for in this Indenture or the other
1999-A Securitization Documents, neither the Issuer nor the Servicer shall have
any claim upon or rights in the 1999-A Note Distribution Account or the deposits
therein or any right to cause the withdrawal of funds therefrom. So long as no
Event of Default shall have occurred and be continuing, but subject to the
remaining provisions of this Section 8.03, all or a portion of the funds in (a)
the 1999-A SUBI Accounts (excluding the 1999-A Note Distribution Account and the
Reserve Fund) shall be separately invested and reinvested by the 1999-A Owner
Trustee at the Servicer's direction in one or more Eligible Investments and (b)
the 1999-A Note Distribution Account and the Reserve Fund shall be separately
invested and reinvested by the 1999-A Indenture Trustee at the Servicer's
direction in one or more Eligible Investments. All income, gain or loss from
investment of monies deposited in the 1999-A SUBI Accounts shall be credited or
debited, as applicable, in accordance with Section 13.04 of the 1999-A SUBI
Supplement.
(b) Absent negligence, willful misconduct or bad faith on its part, the
1999-A Indenture Trustee shall not in any way be held liable by reason of any
insufficiency in any 1999-A SUBI Accounts resulting from any loss on any
Eligible Investment included therein, except for losses attributable to the
1999-A Indenture Trustee's failure to make payments on any such Eligible
Investments issued by the 1999-A Indenture Trustee in its commercial capacity as
principal obligor and not as trustee, in accordance with their terms.
(c) All investments of funds in any 1999-A SUBI Accounts (excluding the
1999-A Certificate Distribution Account) and all sales of Eligible Investments
held in any such 1999-A SUBI Accounts (excluding the 1999-A Certificate
Distribution Account) shall, except as otherwise expressly provided in this
Indenture, be made by the 1999-A Indenture Trustee as directed in writing by the
Servicer. Such direction may specify specific actions or may be a general,
standing order authorizing the 1999-A Indenture Trustee to act within certain
general parameters or to act on written, telegraphic or telephonic instructions
of specified personnel or agents of the Servicer.
If:
(i) the Servicer shall have failed to give investment
directions to the 1999-A Indenture Trustee by 11:00 a.m., New York City
time, on any Business Day authorizing the 1999-A Indenture Trustee to
invest the funds then in any 1999-A SUBI Account (excluding the 1999-A
Certificate Distribution Account);
(ii) an Event of Default shall have occurred but the Notes
shall not have been declared due and payable, or, if the Notes shall
have been declared due and payable following an Event of Default,
amounts collected or receivable from the related 1999-A Securitization
Trust Estate are being applied in accordance with Section 5.04; or
(iii) an Event of Default shall have occurred, the Notes shall
have been declared due and payable, and amounts collected or receivable
from the related 1999-A Securitization Trust Estate are being applied
in accordance with Article Five,
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the 1999-A Indenture Trustee shall invest and reinvest the funds then in each
such account in (1) Cash or Cash equivalents or (2) a money market fund offered
by the Origination Trustee or an Affiliate of the Origination Trustee, the
1999-A Indenture Trustee or an Affiliate of the 1999-A Indenture Trustee or the
1999-A Owner Trustee or an Affiliate of the 1999-A Owner Trustee, in any case
which money market fund meets the requirements of clause (i) of the definition
of Eligible Investments, which investment, whether under clause (1) or clause
(2) above, matures no later than the Business Day immediately preceding the next
succeeding Distribution Date.
(d) Upon the satisfaction and discharge of this Indenture in accordance
with Article Four, the 1999-A Indenture Trustee shall pay or transfer to the
Issuer all remaining money or Eligible Investments then in the 1999-A Note
Distribution Account.
Section 8.04 RELEASE OF TRUST ESTATE.
(a) The 1999-A Indenture Trustee may, and when required by the
provisions of this Indenture or the 1999-A Securitization Documents shall,
execute instruments to release property from the Lien of this Indenture, or
convey the 1999-A Indenture Trustee's interest in the same, in a manner and
under circumstances that are not inconsistent with the provisions of this
Indenture. No party relying upon an instrument executed by the 1999-A Indenture
Trustee as provided in this Article Eight shall be bound to ascertain the 1999-A
Indenture Trustee's authority, inquire into the satisfaction of any conditions
precedent or see to the application of any monies.
(b) The 1999-A Indenture Trustee shall, at such time as there are no
Notes Outstanding, release any remaining portion of the 1999-A Securitization
Trust Estate that secured the Notes from the Lien of this Indenture, and release
to the Issuer or any other Person entitled thereto any funds then on deposit in
the 1999-A SUBI Accounts. The 1999-A Indenture Trustee shall release property
from the Lien of this Indenture pursuant to this Section 8.04(b) only upon
receipt of an Issuer Request accompanied by an Officer's Certificate, an Opinion
of Counsel and (if required by the TIA) a certificate or opinion of an
Independent appraiser in accordance with TIA Sections 314(c) and 314(d)(1), in
each case meeting any applicable requirements of Section 11.01.
Section 8.05 OPINION OF COUNSEL. The 1999-A Indenture Trustee shall
receive at least seven days' written notice when requested by the Issuer to take
any action pursuant to Section 8.04(a), accompanied by copies of any instruments
involved, and the 1999-A Indenture Trustee, as a condition to such action, shall
be provided with an Opinion of Counsel, in form and substance satisfactory to
the 1999-A Indenture Trustee, stating the legal effect of any such action,
outlining the steps required to complete the same, and concluding that all
conditions precedent to the taking of such action have been complied with in all
material respects or waived and such action will not materially and adversely
impair the security for the Notes or the rights of the Noteholders in
contravention of the provisions of this Indenture; PROVIDED, HOWEVER, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the 1999-A Securitization Trust Estate. Counsel rendering any such
opinion may rely, without independent investigation, on the accuracy and
validity of any certificate or other instrument delivered to 1999-A Indenture
Trustee in connection with any such action.
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ARTICLE NINE
SUPPLEMENTAL INDENTURES
Section 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.
(a) The Issuer and the 1999-A Indenture Trustee, when authorized by an
Issuer Order, at any time and from time to time, may, without the consent of the
Noteholders but with prior notice to each Rating Agency, enter into one or more
indentures supplemental hereto (which shall conform to the provisions of the TIA
as in force at the date of the execution thereof), in form and substance
satisfactory to the 1999-A Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at
any time subject to the Lien of this Indenture, or to better assure,
convey and confirm unto the 1999-A Indenture Trustee any property
subject or required to be subjected to the Lien of this Indenture, or
to subject to the Lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the
applicable provisions hereof, of another Person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained herein and in the Notes;
(iii) to add to the covenants of the Issuer, for the benefit
of the Noteholders, or to surrender any right or power conferred herein
upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any
property to or with the 1999-A Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any
provision herein or in any supplemental indenture that may be
inconsistent with any other provision herein or in any supplemental
indenture or the other 1999-A Securitization Documents or to make any
other provisions with respect to matters or questions arising under
this Indenture or in any supplemental indenture; PROVIDED that such
action shall not have a material adverse affect on the interests of the
Noteholders;
(vi) to evidence and provide for the acceptance of the
appointment hereunder by a successor trustee with respect to the Notes
and to add to or change any of the provisions of this Indenture as
shall be necessary to facilitate the administration of the trusts
hereunder by more than one trustee, pursuant to the requirements of
Article Six; or
(vii) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the
qualification of this Indenture under the TIA or under any similar
federal statute hereafter enacted and to add to this Indenture such
other provisions as may be expressly required by the TIA.
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The 1999-A Indenture Trustee is hereby authorized to join in the execution of
any such supplemental indenture and to make any further appropriate agreements
and stipulations that may be contained therein.
(b) The Issuer and the 1999-A Indenture Trustee, when authorized by an
Issuer Order, may, also without the consent of any of the Noteholders but with
prior notice to each Rating Agency, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Noteholders under this Indenture;
PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Noteholder.
Section 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS. The
Issuer and the 1999-A Indenture Trustee, when authorized by an Issuer Order,
also may, with prior notice to each Rating Agency and with the consent of
Noteholders representing not less than a majority of the Outstanding Amount of
the Notes, voting together as a single Class, by act of such Noteholders
delivered to the Issuer and the 1999-A Indenture Trustee, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the Noteholders
under this Indenture; PROVIDED, HOWEVER, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Note materially and
adversely affected thereby:
(i) change the date of payment of any installment of principal
of or interest on any Note, or reduce the principal amount thereof, the
Note Rate thereon or the Redemption Price with respect thereto, change
the provisions of this Indenture relating to the application of
collections on, or the proceeds of the sale of, the 1999-A
Securitization Trust Estate to payment of principal of or interest on
the Notes, or change any place of payment where, or the coin or
currency in which, any Note or the interest thereon is payable, or
impair the right to institute suit for the enforcement of the
provisions of this Indenture requiring the application of funds
available therefor, as provided in Article Five, to the payment of any
such amount due on the Notes on or after the respective due dates
thereof (or, in the case of redemption, on or after the Redemption
Date);
(ii) reduce the percentage of the Outstanding Amount of the
Holders whose consent is required for any such supplemental indenture,
or of the Outstanding Amount of the Holders whose consent is required
for any waiver of compliance with certain provisions of this Indenture
or certain defaults hereunder and their consequences provided for in
this Indenture;
(iii) modify or alter the provisions of the proviso to the
definition of the term "Outstanding";
(iv) reduce the percentage of the Outstanding Amount of the
Holders whose consent is required to direct the 1999-A Indenture
Trustee to direct the Issuer to sell or
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liquidate the 1999-A Securitization Trust Estate pursuant to Sections
5.14 or amend the provisions of this Article that specify the
percentage of the Outstanding Amount of the Holders whose consent is
required to amend the 1999-A Securitization Documents;
(v) modify any provision of this Section 9.02 except to
increase any percentage specified herein or provide that certain
additional provisions of this Indenture or the 1999-A Securitization
Documents cannot be modified or waived without the consent of the
Holder of each Outstanding Note affected thereby;
(vi) modify any of the provisions of this Indenture in such
manner as to affect the calculation of the amount of any payment of
interest or principal due on any Note on any Distribution Date
(including the calculation of any of the individual components of such
calculation) or affect the rights of the Holders of Notes to the
benefit of any provisions for the mandatory redemption of the Notes
contained herein; or
(vii) except as otherwise permitted or contemplated herein,
permit the creation of any Lien ranking prior to or on a parity with
the Lien of this Indenture with respect to any part of the 1999-A
Securitization Trust Estate or, except as otherwise permitted or
contemplated herein, terminate the Lien of this Indenture on any
property at any time subject hereto or deprive the Holder of any Note
of the security provided by the Lien of this Indenture.
The 1999-A Indenture Trustee may in its discretion determine whether any Notes
would be affected by any supplemental indenture and any such determination shall
be conclusive upon the Holders of all Notes, whether theretofore or thereafter
authenticated and delivered hereunder. The 1999-A Indenture Trustee shall not be
liable for any such determination made in good faith.
It shall not be necessary for any act of Noteholders under this Section
9.02 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such act shall approve the substance thereof.
Promptly after the execution by the Issuer and the 1999-A Indenture
Trustee of any supplemental indenture pursuant to this Section 9.02, the 1999-A
Indenture Trustee shall mail to the Holders of the Notes to which such amendment
or supplemental indenture relates a notice setting forth in general terms the
substance of such supplemental indenture. Any failure of the 1999-A Indenture
Trustee to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.
Section 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article Nine or the modifications thereby of the trusts
created by this Indenture, the 1999-A Indenture Trustee shall be entitled to
receive, and, subject to Sections 6.01 and 6.02, shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and conforms
to the requirements of the TIA, to the extent applicable. The 1999-A Indenture
Trustee may, but shall not be obligated to, enter into
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any such supplemental indenture that affects the 1999-A Indenture Trustee's own
rights, duties or immunities under this Indenture or otherwise.
Section 9.04 EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith
with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the 1999-A Indenture Trustee, the Issuer and the Noteholders
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for all purposes.
Section 9.05 REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article Nine may, and if required by the 1999-A Indenture
Trustee shall, bear a notation in form approved by the 1999-A Indenture Trustee
as to any matter provided for in such supplemental indenture. If the Issuer
shall so determine, new Notes so modified as to conform, in the opinion of the
1999-A Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
1999-A Indenture Trustee in exchange for Outstanding Notes.
Section 9.06 COMPLIANCE WITH TIA. Every amendment of this Indenture and
every supplemental indenture executed pursuant to this Article Nine shall
conform to the requirements of the TIA as then in effect so long as this
Indenture shall then be qualified under the TIA.
ARTICLE TEN
OPTIONAL REDEMPTION OF NOTES
Section 10.01 GENERAL. The Outstanding Notes are subject to redemption
in whole, but not in part, at the direction of the Servicer pursuant to Section
7.02 of the 1999-A Securitization Trust Agreement on any Distribution Date on
which the Servicer exercises its option to purchase the corpus of the 1999-A
Securitization Trust pursuant to said Section, for a redemption price equal to
the Redemption Price for such Notes; PROVIDED that the Issuer has available
funds sufficient to pay the Redemption Price. The Issuer shall furnish notice of
such election to the 1999-A Indenture Trustee not later than the time required
for the delivery by the Servicer of notice that it desires to purchase the
corpus of the 1999-A Securitization Trust pursuant to Section 7.02 of the 1999-A
Securitization Trust Agreement. The 1999-A Owner Trustee, on behalf of the
Issuer, shall deposit or cause to be deposited with the 1999-A Indenture Trustee
in the 1999-A Note Distribution Account the Redemption Price of the Notes to be
redeemed as required pursuant to Section 7.02 of the 1999-A Securitization Trust
Agreement, whereupon all such Notes shall be due and payable on the Redemption
Date upon the furnishing of a notice complying with Section 10.02 to each
Noteholder. The Issuer shall promptly notify each Rating Agency of any
prospective redemption of the Notes.
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Section 10.02 FORM OF REDEMPTION NOTICE. Notice of redemption shall be
given by the Issuer or by the 1999-A Indenture Trustee pursuant to Section 11.05
in the name of and at the expense of the Issuer, not more than 30 days and not
less than 15 days prior to the applicable Redemption Date, to each Holder of
Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5
Notes, Class B Notes or Class C Notes, as applicable, such Holders being
determined as of the most recent Record Date.
All notices of redemption shall state:
(a) the Redemption Date for the Notes;
(b) the Redemption Price for the Notes;
(c) that on the Redemption Date the Redemption Price will become
due and payable upon each such Note and that interest thereon
shall cease to accrue from and after the Redemption Date; and
(d) the place where such Notes are to be surrendered for payment
of the Redemption Price (which shall be the office or agency
of the Issuer to be maintained as provided in Section 3.02).
Failure to give notice of redemption, or any defect therein, to any
Holder of any Note selected for redemption shall not impair or affect the
validity of the redemption of any other Note.
Section 10.03 NOTES PAYABLE ON REDEMPTION DATE. Notice of redemption
having been given as provided in Section 10.02, the Notes so to be redeemed
shall, on the applicable Redemption Date, become due and payable at the
Redemption Price and (unless the Issuer shall default in the payment of the
Redemption Price) no interest shall accrue on the Notes for any period after
such Redemption Date. Upon surrender of such Notes for redemption in accordance
with said notice, such Notes shall be paid by the Issuer at the Redemption
Price.
ARTICLE ELEVEN
MISCELLANEOUS
Section 11.01 COMPLIANCE CERTIFICATES AND OPINIONS.
(a) Upon any application or request by the Issuer to the 1999-A
Indenture Trustee to take any action under any provision of this Indenture, the
Issuer shall furnish to the 1999-A Indenture Trustee (i) an Officer's
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with in all
material respects or waived, (ii) an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent, if any, have been
complied with in all material respects or waived, and (iii) (if required by the
TIA) an Independent certificate meeting the applicable requirements of this
Section 11.01 from a firm of certified public accountants, except that in the
case of any such application or request as to which the furnishing of such
documents is specifically required by
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any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.
Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:
(i) a statement that each individual signing such certificate
or opinion has read such covenant or condition and the definitions
relating thereto;
(ii) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;
(iii) a statement that, in the opinion of each such signatory,
such signatory has made such examination or investigation as is
necessary to enable such signatory to express an informed opinion as to
whether or not such covenant or condition has been complied with in all
material respects or waived; and
(iv) a statement as to whether, in the opinion of each such
signatory, such condition or covenant has been complied with.
(b) (i) Prior to the deposit of any Collateral or other property or
securities with the 1999-A Indenture Trustee that is to be made the
basis for the release of any property or securities subject to the Lien
of this Indenture, the Issuer shall, in addition to any obligation
imposed in Section 11.01(a) or elsewhere in this Indenture, furnish to
the 1999-A Indenture Trustee an Officer's Certificate certifying or
stating the opinion of each person signing such certificate as to the
fair value (within 90 days of such deposit) to the Issuer of the
Collateral or other property or securities to be so deposited.
(ii) Whenever the Issuer is required to furnish to the 1999-A
Indenture Trustee an Officer's Certificate certifying or stating the
opinion of any signer thereof as to the matters described in clause (i)
above, the Issuer shall also deliver to the 1999-A Indenture Trustee an
Independent certificate as to the same matters, if the fair value to
the Issuer of the securities to be so deposited and of all other such
securities made the basis of any such withdrawal or release since the
commencement of the then-current fiscal year of the Issuer, as set
forth in the certificates delivered pursuant to clause (i) above and
this clause (ii), is 10% or more of the Outstanding Amount, but such a
certificate need not be furnished with respect to any securities so
deposited, if the fair value thereof to the Issuer as set forth in the
related Officer's Certificate is the lesser of $25,000 or one percent
of the then Outstanding Amount of the Notes.
(iii) Other than with respect to any release described in
clause (A) or (B) of Section 11.01(b)(v), whenever any property or
securities are to be released from the Lien of this Indenture, the
Issuer shall also furnish to the 1999-A Indenture Trustee an Officer's
Certificate certifying or stating the opinion of each person signing
such certificate as to the fair value (within 90 days of such release)
of the property or securities
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proposed to be released and stating that in the opinion of such person
the proposed release will not impair the security under this Indenture
in contravention of the provisions hereof.
(iv) Whenever the Issuer is required to furnish to the 1999-A
Indenture Trustee an Officer's Certificate certifying or stating the
opinion of any signer thereof as to the matters described in clause
(iii) above, the Issuer shall also furnish to the 1999-A Indenture
Trustee an Independent certificate as to the same matters if the fair
value of the property or securities and of all other property, other
than property described in clauses (A) or (B) of Section 11.01(b)(v),
or securities released from the Lien of this Indenture since the
commencement of the then-current calendar year, as set forth in the
certificates required by clause (iii) above and this clause (iv),
equals 10% or more of the Outstanding Amount, but such certificate need
not be furnished in the case of any release of property or securities
if the fair value thereof as set forth in the related Officer's
Certificate is the lesser of $25,000 or one percent of the then
Outstanding Amount of the Notes.
(v) Notwithstanding Section 2.10 or any other provision of
this Section 12.01, the Issuer may, without compliance with the
requirements of the other provisions of this Section 11.01, (A)
collect, liquidate, sell or otherwise dispose of the 1999-A SUBI
Certificates as and to the extent permitted or required by the 1999-A
Securitization Documents and (B) make cash payments out of the 1999-A
SUBI Accounts (excluding the 1999-A Certificate Distribution Account)
as and to the extent permitted or required by the 1999-A Securitization
Documents, so long as the Issuer shall deliver to the 1999-A Indenture
Trustee every six months, commencing January 1, 2000, an Officer's
Certificate of the Issuer stating that all the dispositions of
Collateral described in clauses (A) and (B) above that occurred during
the preceding six calendar months were in the ordinary course of the
Issuer's business and that the proceeds thereof were applied in
accordance with the 1999-A Securitization Documents.
Section 11.02 FORM OF DOCUMENTS DELIVERED TO 1999-A INDENTURE TRUSTEE.
In any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.
Any certificate or opinion of an officer of the Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such officer's certificate or opinion is
based are erroneous. Any such certificate or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Issuer, or the Servicer, or
the Administrator stating that the information with respect to such factual
matters is in the possession of the Issuer, the Servicer or the
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Administrator, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
Wherever in this Indenture, in connection with any application or
certificate or report to the 1999-A Indenture Trustee, it is provided that the
Issuer shall deliver any document as a condition of the granting of such
application, or as evidence of the Issuer's compliance with any term hereof, it
is intended that the truth and accuracy, at the time of the granting of such
application or at the effective date of such certificate or report (as the case
may be), of the facts and opinions stated in such document shall in such case be
conditions precedent to the right of the Issuer to have such application granted
and to the sufficiency of such certificate or report.
Section 11.03 ACTS OF NOTEHOLDERS.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture or any other 1999-A
Securitization Document to be given or taken by Noteholders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Noteholders in person or by agents duly appointed in writing; except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the 1999-A Indenture Trustee
and, where it is hereby or thereby expressly required, to the Issuer, the 1999-A
Owner Trustee or other applicable party. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "act" of the Noteholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture or any other 1999-A
Securitization Document and (subject to Section 6.01) conclusive in favor of the
1999-A Indenture Trustee, the Issuer, the 1999-A Owner Trustee or other
applicable party if made in the manner provided in this Section 11.03.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Whenever
such execution is by an officer of a corporation or a member of a partnership on
behalf of such corporation or partnership, such certificate or affidavit shall
also constitute sufficient proof of his authority.
(c) The ownership of Notes shall be proved by the Note Register.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Notes shall bind the Holder of every
Note issued upon the registration thereof or in exchange therefor or in lieu
thereof, in respect of anything done, omitted or suffered to be done by the
1999-A Indenture Trustee, the Issuer, the 1999-A Owner Trustee or other
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applicable party in reliance thereon, whether or not notation of such action is
made upon such Notes.
(e) In the event of any vote to be taken by Noteholders or Note Owners,
no vote may be cast by the Holder or Note Owner of any Note issued to or held on
behalf of the Issuer or any Affiliate thereof, and the outstanding principal
balance of each such Note shall be deducted from the aggregate Percentage
Interest before making any calculation of whether the necessary percentage of
such aggregate Percentage Interest has been met with respect to any vote.
Section 11.04 NOTICES, ETC., TO 1999-A INDENTURE TRUSTEE, ISSUER AND
RATING AGENCIES. Any request, demand, authorization, direction, notice, consent,
waiver, act of Noteholders or other documents provided or permitted by this
Indenture shall be in writing and if such request, demand, authorization,
direction, notice, consent, waiver, act of Noteholders or other document is to
be made upon, given or furnished to or filed with:
(a) the 1999-A Indenture Trustee by any Noteholder or by the
Issuer shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing and mailed first-class, postage prepaid,
or sent by overnight courier or facsimile (followed by original) to or
with the 1999-A Indenture Trustee at its Corporate Trust Office to the
attention of a Responsible Officer of the Trustee, or
(b) the Issuer by the 1999-A Indenture Trustee or by any
Noteholder shall be sufficient for every purpose hereunder if made,
given, furnished or filed in writing and mailed first-class, postage
prepaid, or sent by overnight courier or facsimile (followed by
original) to the Issuer addressed to: Honda Auto Lease Trust 1999-A, in
care of The Bank of New York, or at any other address previously
furnished in writing to the 1999-A Indenture Trustee by the Issuer or
the Administrator. The Issuer shall promptly transmit any notice
received by it from the Noteholders to the 1999-A Indenture Trustee.
Notices required to be given to each Rating Agency by the Issuer, the
1999-A Indenture Trustee or the 1999-A Owner Trustee shall be in writing,
personally delivered, couriered or mailed by first-class mail postage prepaid or
by certified mail, return receipt requested, to (i) in the case of Moody's, at
the following address: Moody's Investors Service, Inc., ABS Monitoring Group, 99
Church Street, New York, New York 10007; (ii) in the case of Standard & Poor's,
at the following address: Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., 55 Water Street, 47th Floor, New York, New York
10041, Attention of Asset Backed Surveillance Department or (iii) in the case of
Fitch, at the following address: Fitch IBCA, Inc., One State Street Plaza, New
York, New York 10004, Attention Asset-Backed Surveillance; or as to any of the
foregoing, at such other address as shall be designated by written notice to the
other parties.
Where this Indenture provides for notice to each Rating Agency, failure
to give such notice shall not affect any other rights or obligations created
hereunder, and shall not under any circumstance constitute an Event of Default.
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Section 11.05 NOTICES AND REPORTS TO NOTEHOLDERS; WAIVER. Where this
Indenture or any other 1999-A Securitization Document provides for notice to
Noteholders of any event or the mailing of any report to Noteholders, such
notice or report shall be sufficiently given (unless otherwise expressly
provided herein) if mailed first-class, postage prepaid, to each Noteholder
affected by such event or to whom such report is required to be mailed, at the
address of such Noteholder as it appears on the Note Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice or the mailing of such report. In any case where notice or
report to Noteholders is mailed, neither the failure to mail such notice or
report, nor any defect in any notice or report so mailed to any particular
Noteholder, shall affect the sufficiency of such notice or report with respect
to other Noteholders, and any notice or report that is mailed in the manner
provided herein shall be conclusively presumed to have been duly given.
Where this Indenture provides for notice in any manner, such notice may
be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Noteholders shall be filed with the 1999-A
Indenture Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such a waiver.
If, by reason of the suspension of regular mail service as a result of
a strike, work stoppage or similar activity, it shall be impractical to mail
notice of any event to Noteholders when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be satisfactory to the 1999-A Indenture Trustee shall be deemed
to be a sufficient giving of such notice.
Section 11.06 ALTERNATE PAYMENT AND NOTICE PROVISIONS. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuer
may enter into any agreement with any Noteholder providing for a method of
payment, or notice by the 1999-A Indenture Trustee or any Paying Agent to such
Noteholder, that is different from the methods provided for in this Indenture or
the Notes for such payments or notices. The Issuer will furnish to the 1999-A
Indenture Trustee a copy of each such agreement and the 1999-A Indenture Trustee
will cause payments to be made and notices to be given in accordance with such
agreements.
Section 11.07 CONFLICT WITH TIA. If any provision hereof limits,
qualifies or conflicts with another provision hereof that is required to be
included in this Indenture by any of the provisions of the TIA, such required
provision shall control.
The provisions of TIA Sections 310 through 317 that impose duties on
any person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.
Section 11.08 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.
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Section 11.09 SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
permitted assigns, whether so expressed or not. All agreements of the 1999-A
Indenture Trustee in this Indenture shall bind its successors, co-trustees and
agents.
Section 11.10 SEPARABILITY. If any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions of this Indenture and the Notes shall
not in any way be affected or impaired thereby.
Section 11.11 BENEFITS OF INDENTURE. Nothing in this Indenture or in
the Notes, expressed or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Noteholders, and any other
party secured hereunder, and any other Person with an ownership interest in the
1999-A Securitization Trust Estate, any benefit or any legal or equitable right,
remedy or claim under this Indenture.
Section 11.12 LEGAL HOLIDAYS. In any case where any Distribution Date
or Redemption Date, or any date on which principal of or interest on any Note is
proposed to be paid shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date nominally due, and no interest shall accrue for
the period from and after any such nominal date.
Section 11.13 GOVERNING LAW. This Indenture and each note shall be
construed in accordance with the laws of the State of New York, without
reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws.
Section 11.14 COUNTERPARTS. This instrument may be executed in any
number of counterparts, each of which when executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
Section 11.15 RECORDING OF INDENTURE. This Indenture is subject to
recording in any appropriate public recording offices, such recording to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
to the 1999-A Indenture Trustee (which may be counsel to the 1999-A Indenture
Trustee or any other counsel reasonably acceptable to the 1999-A Indenture
Trustee) to the effect that such recording is necessary either for the
protection of the Noteholders or any other Person secured hereunder or for the
enforcement of any right or remedy granted to the 1999-A Indenture Trustee under
this Indenture.
Section 11.16 TRUST OBLIGATION. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the 1999-A Owner
Trustee or the 1999-A Indenture Trustee on the Notes or under this Indenture or
any certificate or other writing delivered in connection herewith or therewith,
against (i) the 1999-A Indenture Trustee or the 1999-A Owner Trustee in its
individual capacity or of any successor or assign of the 1999-A Indenture
Trustee or the 1999-A Owner Trustee in its individual capacity, (ii) any owner
of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent, officer, director, employee or agent of
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any of the foregoing persons, except as any such Person may have expressly
agreed (it being understood that the 1999-A Indenture Trustee and the 1999-A
Owner Trustee have no such obligations in their individual capacity) and except
that any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
entity. For all purposes of this Indenture, in the performance of any duties or
obligations of the Issuer hereunder, the 1999-A Owner Trustee shall be subject
to, and entitled to the benefits of, the terms and provisions of Article Six of
the 1999-A Securitization Trust Agreement.
Section 11.17 SERIES LIABILITIES. It is expressly understood and agreed
by the parties hereto that the Issuer is a series trust pursuant to Sections
3804 and 3806(b)(2) of the Delaware Business Trust Act. As such, separate and
distinct records shall be maintained for (a) the 1999-A SUBI Certificates and
the 1999-A SUBI Assets evidenced thereby and (b) the 1999-A Residual Value
Insurance Certificates and the 1999-A Residual Value Insurance Proceeds
evidenced thereby (which shall be the property of the 1999-A Residual Value
Insurance Co-Trust). The assets and interests described in clause (b) above
shall be held and accounted for separately from the assets and interests
described in clause (a) above. The debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to the assets and
interests described in clause (a) above shall be enforceable against such assets
and interests only, and not against the assets of the Issuer generally or the
assets of any other series of the Issuer. Similarly, the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with
respect to the assets and interests described in clause (b) above shall be
enforceable against such assets and interests only, and not against the assets
of the Issuer generally or the assets of any other series of the Issuer.
Section 11.18 NO PETITION. Each of the parties hereto, each Noteholder,
by accepting a Note, and each Note Owner, by accepting a beneficial interest in
a Note, 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 have been paid in full, it will not institute against, or join
any other Person in instituting against, the Issuer, HTA LP, HTB LP, HTC LP, HTD
LP, any general partner or member (as applicable) of a UTI Beneficiary or of a
Transferor which is a partnership or a limited liability company, 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 of a Special Purpose Affiliate partnership (or
any of their respective general partners) that is a partnership or a limited
liability company, 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 11.18 shall survive the termination of this
Indenture 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 this
Indenture, respectively.
Section 11.19 INSPECTION. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the 1999-A Indenture Trustee,
during the Issuer's normal business
66
<PAGE>
hours, to examine all of the books of account, records, reports and other papers
of the Issuer relating to the Notes, to make copies and extracts therefrom, to
cause such books to be audited by Independent Accountants, and to discuss the
Issuer's affairs, finances and accounts with the Issuer's officers, employees
and Independent Accountants, all at such reasonable times and as often as may be
reasonably requested at no additional expense of the Indenture Trustee and shall
incur no liability or additional liability of any kind by reason of such
examination. The 1999-A Indenture Trustee shall, and shall use its best efforts
to cause its representatives to, hold in confidence all such information, except
to the extent disclosure may be required by law (and all reasonable applications
for confidential treatment are unavailing).
Section 11.20 WAIVER OF STAY, EXTENSION LAWS, TRIAL BY JURY. The Issuer
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, that may affect the covenants in or its performance
of this Indenture; and the Issuer (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, including any
right to trial by jury to which it may be entitled in any such proceeding; and
covenants that it will not hinder, delay or impede the execution of any power
granted herein to the 1999-A Indenture Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.
Section 11.21 MAXIMUM INTEREST PAYABLE. Anything herein to the contrary
notwithstanding, the sum of all interest and all other amounts that would be
deemed interest under New York or other applicable law that may be paid to a
Noteholder pursuant to this Indenture shall not exceed the maximum lawful
interest rate permitted by such law from time to time. The Issuer and the 1999-A
Indenture Trustee intend and agree that under no circumstances shall the Issuer
be required to pay interest on the Notes at a rate in excess of the maximum
interest rate permitted by applicable law from time to time, and if any such
interest is received by the Noteholders in excess of that rate, the Issuer shall
be entitled to an immediate refund of any such excess interest by a credit to
and payment toward the unpaid principal of the Notes (such credit to be
considered to have been made at the time of the payment of the excess interest)
with any excess interest retained by the 1999-A Indenture Trustee or recovered
from any Noteholder and not so credited to be immediately paid to the Issuer by
the 1999-A Indenture Trustee.
Section 11.22 RULES BY 1999-A INDENTURE TRUSTEE AND AGENTS. The 1999-A
Indenture Trustee may make reasonable rules for any meeting of Noteholders. Each
of the Note Registrar, Paying Agent or any Authenticating Agent may make
reasonable rules and set reasonable requirements for its respective functions.
[Remainder of page intentionally left blank]
67
<PAGE>
IN WITNESS WHEREOF, the Issuer and the 1999-A Indenture Trustee have
caused this Indenture to be duly executed by their respective officers thereunto
duly authorized, all as of the day and year first above written.
HONDA AUTO LEASE TRUST 1999-A
By: U.S. Bank National Association, a
national banking association, not in its
individual capacity but solely as 1999-A
Owner Trustee,
By: /s/ Patricia M. Child
-------------------------------
Name: Patricia M. Child
--------------------------
Title: Vice President
--------------------------
THE BANK OF NEW YORK
a New York banking corporation, not in its
individual capacity but solely as 1999-A
Indenture Trustee,
By: /s/ Kelly A. Sheahan
-------------------------------
Name: Kelly A. Sheahan
-------------------------
Title: Assistant Vice President
-------------------------
S-1
<PAGE>
EXHIBIT A
FORM OF CLASS A NOTES
Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
REGISTERED $____________
No. R-___ CUSIP NO. _____________
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.
HONDA AUTO LEASE TRUST 1999-A
[5.445][5.875][6.100][6.450][6.650]%
AUTOMOBILE LEASE ASSET BACKED NOTES,
CLASS [A-1] [A-2] [A-3] [A-4] [A-5]
TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX
TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN
THE INDENTURE.
THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED
TO TREAT THE NOTES AS DEBT SOLELY OF THE ISSUER FOR UNITED STATES
FEDERAL AND STATE INCOME TAX PURPOSES.
The Honda Auto Lease Trust 1999-A, a business trust organized and
existing under the laws of the State of Delaware (including any permitted
successors and assigns, the "Issuer"), for value received, hereby promises to
pay to CEDE & CO., or registered assigns, the principal sum of
__________________ DOLLARS ($___________), in monthly installments on each
Distribution Date, commencing on September 15, 1999, and to pay interest on the
Class [A-1] [A-2] [A-3] [A-4] [A-5] Note Balance, each as and to the extent
described below; PROVIDED, that the entire Class [A-1] [A-2] [A-3] [A-4] [A-5]
Note Balance shall be due and payable on the earlier of the Class [A-1] [A-2]
[A-3] [A-4] [A-5] Final Distribution Date and the Redemption Date, if any.
A-1
<PAGE>
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by
the 1999-A Indenture Trustee by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Responsible Officer.
Dated: [July __], 1999
HONDA AUTO LEASE TRUST 1999-A
By: U.S. Bank National Association, a
national banking association, not in
its individual capacity, but solely
as 1999-A Owner Trustee under the
1999-A Securitization Trust
Agreement
By: ___________________________________
Name: _______________________________
Title: ________________________________
A-2
<PAGE>
1999-A INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
Dated: [July __], 1999
THE BANK OF NEW YORK, a New York banking
corporation, not in its individual capacity,
but solely as 1999-A Indenture Trustee
By: ___________________________________
Name: _______________________________
Title: ________________________________
A-3
<PAGE>
[REVERSE OF NOTE]
This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its [5.445][5.875][6.100][6.450][6.650]% Automobile Lease Asset
Backed Notes, Class [A-1] [A-2] [A-3] [A-4] [A-5] (the "Class [A-1] [A-2] [A-3]
[A-4] [A-5] Notes" or the "Notes"), all issued under an Indenture dated as of
July 1, 1999 (such Indenture, as it may be amended, supplemented or restated,
the "Indenture"), between the Issuer and The Bank of New York, a New York
banking corporation, not in its individual capacity but solely as 1999-A
Indenture Trustee (the "1999-A Indenture Trustee"), which term includes any
successor 1999-A Indenture Trustee under the Indenture, to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the 1999-A
Indenture Trustee and the Noteholders and the terms upon which the Notes are,
and are to be, authenticated and delivered. The Notes are subject to all terms
of the Indenture and to all terms of that certain 1999-A Securitization Trust
Agreement dated as of July 1, 1999 (the "1999-A Securitization Trust
Agreement"), by and among U.S. Bank National Association, a national banking
association ("U.S. Bank"), as owner trustee (in such capacity, the "1999-A Owner
Trustee"), Honda Titling C L.P., a Delaware limited partnership, and Honda
Titling D L.P., a Delaware limited partnership, as transferors (the
"Transferors"), Wilmington Trust Company, a Delaware corporation, as Delaware
owner trustee (the "Delaware Owner Trustee"), and the 1999-A Indenture Trustee.
All capitalized terms used in this Note, whether first used above or below, that
are not otherwise defined herein shall have the meanings assigned to them
pursuant to the Agreement of Definitions dated as of July 1, 1999 (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.
A copy of the Indenture is on file with the 1999-A Indenture Trustee at
its Corporate Trust Office and is available for inspection at such office.
Under the Indenture, there will be distributed on each Distribution
Date (I.E., the fifteenth day of each month or, if such fifteenth day is not a
Business Day, the next succeeding Business Day), commencing on September 15,
1999, to the Person in whose name this Class [A-1] [A-2] [A-3] [A-4] [A-5] Note
is registered at the close of business on the last calendar day immediately
preceding the related Distribution Date or, if Definitive Notes are issued, the
last day of the immediately preceding calendar month, such Class [A-1] [A-2]
[A-3] [A-4] [A-5] Noteholder's Percentage Interest multiplied by (i) the Class
[A-1] [A-2] [A-3] [A-4] [A-5] Distributable Amount for such Distribution Date
and (ii) the amount of any repayment of any outstanding Class [A-1] [A-2] [A-3]
[A-4] [A-5] Interest Carryover Shortfall, Class [A-1] [A-2] [A-3] [A-4] [A-5]
Loss Amounts, Class [A-1] [A-2] [A-3] [A-4] [A-5] Note Principal Loss Amounts
and Class [A-1] [A-2] [A-3] [A-4] [A-5] Note Principal Loss Interest Amounts
being made on such Distribution Date, all to the extent and as more specifically
set forth in the Indenture and the 1999-A Securitization Trust Agreement.
Payments on or in respect of this Class [A-1] [A-2]
A-4
<PAGE>
[A-3] [A-4] [A-5] Note shall be payable by wire transfer to a United States
dollar account maintained by the Holder (or the payee designated by such Holder)
at a depository institution as reflected on the Note Register (and pursuant to
wiring instructions provided by such Holder).
This Class [A-1] [A-2] [A-3] [A-4] [A-5] Note is subject to possible
redemption by the Servicer. Such redemption will only be permitted if, either
before or after giving effect to any payment of principal required on a given
Distribution Date, the sum of the Note Balance and the Certificate Balance is
less than or equal to 10% of the sum of the Initial Note Balance and the Initial
Certificate Balance.
Under the Indenture if an Event of Default related to the non-payment
of amounts due on the Notes shall occur and be continuing, the 1999-A Indenture
Trustee may, and at the direction of Noteholders representing a majority of the
Outstanding Amount of the Notes, voting together as a single Class, shall,
declare the principal of the Notes to be immediately due and payable in the
manner and with the effect provided in the Indenture. If an Event of Default
involving certain events of bankruptcy or insolvency of the Issuer shall occur
and be continuing the Class [A-1] [A-2] [A-3] [A-4] [A-5] Notes shall be
automatically deemed to be immediately due and payable. If any other Event of
Default under the Indenture (not specifically listed in the previous two
sentences) shall occur and be continuing, the 1999-A Indenture Trustee may, and
at the direction of Noteholders representing a majority of the Outstanding
Amount of the Class A Notes, voting together as a single Class (and, after the
Class A Note Balance has been reduced to zero, Noteholders representing at least
a majority of the Outstanding Amount of the Class B Notes and the Class C Notes,
voting together as a single Class), shall, declare the principal of the Notes to
be immediately due and payable in the manner and with the effect provided in the
Indenture. If the Class [A-1] [A-2] [A-3] [A-4] [A-5] Notes are declared or
deemed to be immediately due and payable, the Holders of the Class [A-1] [A-2]
[A-3] [A-4] [A-5] Notes shall be entitled to receive all unpaid principal
(including unreimbursed Class [A-1] [A-2] [A-3] [A-4] [A-5] Note Principal Loss
Amounts) and accrued and unpaid interest on the Class [A-1] [A-2] [A-3] [A-4]
[A-5] Notes.
The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes and the Class A-5 Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture. However, to the extent provided in the Indenture and the 1999-A
Securitization Trust Agreement, no principal payments shall be made in respect
of the Class A-2 Notes until the Class A-1 Notes have been paid in full, no
principal payments shall be made in respect of the Class A-3 Notes until the
Class A-2 Notes have been paid in full, no principal payments shall be made in
respect of the Class A-4 Notes until the Class A-3 Notes have been paid in full,
and no principal payments shall be made in respect of the Class A-5 Notes, the
Class B Notes or the Class C Notes until the Class A-4 Notes have been paid in
full. The Class B Notes are subordinated to the Class A Notes, the Class C Notes
are subordinated to the Class A Notes and the Class B Notes, and the
Certificates are subordinated to the Notes, in each case to the extent described
in the Indenture and the 1999-A Securitization Trust Agreement.
Subject to certain limitations set forth in the Indenture, the transfer
of this [A-1] [A-2] [A-3] [A-4] [A-5] Note may be registered on the Note
Register, upon surrender of this Class
A-5
<PAGE>
[A-1] [A-2] [A-3] [A-4] [A-5] Note for registration of transfer at the Corporate
Trust Office of the 1999-A Indenture Trustee, duly endorsed by, or accompanied
by a written instrument of transfer in form and substance satisfactory to the
Issuer and the 1999-A Indenture Trustee duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new Class
[A-1] [A-2] [A-3] [A-4] [A-5] Notes, in authorized denominations and in the same
aggregate principal amount and series, will be issued to the designated
transferee or transferees.
Each Holder or Note Owner, by acceptance of a Note, or, in the case of
a Note Owner, a beneficial interest in the Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, HTC LP, HTD LP, the Servicer, the 1999-A Owner Trustee or the
1999-A Indenture Trustee on the Notes or under the Indenture or any certificate
or other writing delivered in connection herewith or therewith, against (i) HTC
LP, HTD LP, the Servicer, the 1999-A Indenture Trustee or the 1999-A Owner
Trustee in its individual capacity, (ii) any owner of a beneficial interest in
the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director,
employee or agent of HTC LP, HTD LP, the Servicer, the 1999-A Indenture Trustee
or the 1999-A Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, HTC LP, HTD LP, the Servicer, the 1999-A
Owner Trustee or the 1999-A Indenture Trustee or of any successor or assign of
HTC LP, HTD LP, the Servicer, the 1999-A Indenture Trustee or the 1999-A Owner
Trustee in its individual capacity, except as any such Person may have expressly
agreed (it being understood that 1999-A Indenture Trustee and 1999-A Owner
Trustee have no such obligations in their individual capacity) and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
entity.
The Class [A-1] [A-2] [A-3] [A-4] [A-5] Notes are issuable only in
registered form in minimum denominations of $1,000.00 and integral multiples in
excess thereof, as provided in the Indenture.
It is the intent of HTC LP, HTD LP, the Servicer, the Noteholders and
the Note Owners that, for purposes of Federal and State income tax and any other
tax measured in whole or in part by income, the Notes will qualify as
indebtedness of the Issuer. The Noteholders, by acceptance of a Note, and the
Note Owners, by acceptance of a beneficial interest in a Note, agree to treat,
and to take no action inconsistent with the treatment of, the Notes for such tax
purposes as indebtedness solely of the Issuer.
By accepting a Note, each Holder (and by accepting a beneficial
interest in a Note, each Note Owner) waives any claim to any proceeds or assets
of the Origination Trustee and to all assets of the Origination Trust other than
those from time to time included within the 1999-A SUBI Portfolio as 1999-A SUBI
Assets and those proceeds or assets derived from or earned by such 1999-A SUBI
Assets.
By accepting a Note, each Holder (and by accepting a beneficial
interest in a Note, each Note Owner) 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)
A-6
<PAGE>
all obligations due under any other Securitization have been paid in full, it
will not institute against, or join any other Person in instituting against, the
Issuer, HTA LP, HTB LP, HTC LP, HTD LP, any general partner or member (as
applicable) of a UTI Beneficiary or of a Transferor which is a partnership or a
limited liability company, 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 of a Special Purpose
Affiliate partnership (or any of their respective general partners) that is a
partnership or a limited liability company, 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 non-petition covenant shall survive the
termination of the Indenture 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 this Indenture, respectively.
This Note and the Indenture shall be construed in accordance with the
laws of the State of New York without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture or the 1999-A Securitization Trust
Agreement and no provision of this Note or of the Indenture or the 1999-A
Securitization Trust Agreement shall alter or impair the obligation of the
Issuer, which is absolute and unconditional to the extent permitted by
applicable law, to pay the principal of and interest on this Note at the times,
place and rate, and in the manner, herein and therein prescribed.
The Indenture permits, with certain exceptions as therein provided, the
amendment to, or waiver of, the provisions of the Indenture at any time by the
Issuer and the 1999-A Indenture Trustee with the consent of a majority of the
Noteholders. The Issuer and the 1999-A Indenture Trustee may also enter into
supplemental indentures, without obtaining the consent of the Holder hereof for
such purposes as provided in the Indenture.
A-7
<PAGE>
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
(name and address of assignee)
the [within] Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ______________________ as attorney to transfer said Note on the
books kept for registration thereof, with full power of substitution in the
premises.
*
Dated: _____________ --------------------------------------
Signature Guaranteed:
--------------------------------------
Signatures must be guaranteed by an
"eligible guarantor institution" meeting the
requirements of the Note Registrar, which
requirements include membership or
participation in STAMP or such other
"signature guarantee program" as may be
determined by the Note Registrar in addition
to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act
of 1934, as amended.
- -------------------------
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the [within] Note in every
particular without alteration, enlargement or any change whatsoever.
A-8
<PAGE>
EXHIBIT B
FORM OF CLASS B NOTES
Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1 NOTES,
THE CLASS A-2 NOTES, THE CLASS A-3 NOTES, THE CLASS A-4 NOTES AND THE CLASS A-5
NOTES AS DESCRIBED IN THE INDENTURE AND THE 1999-A SECURITIZATION DOCUMENTS
REFERRED TO HEREIN.
REGISTERED $____________
No. R-___ CUSIP NO. _____________
HONDA AUTO LEASE TRUST 1999-A
6.650% AUTOMOBILE LEASE ASSET BACKED NOTES, CLASS B
The Honda Auto Lease Trust 1999-A, a trust organized and existing under
the laws of the State of Delaware (including any successor, the "Issuer"), for
value received, hereby promises to pay to _______, or registered assigns, the
principal sum of __________________ DOLLARS ($___________), in monthly
installments on each Distribution Date, commencing on September 15, 1999, and to
pay interest on the Class B Note Balance, each as and to the extent described
below; provided that the entire Class B Note Balance shall be due and payable on
the earlier of the Class B Final Distribution Date and the Redemption Date, if
any.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by
the 1999-A Indenture Trustee by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.
B-1
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Responsible Officer.
Dated: [July __], 1999
HONDA AUTO LEASE TRUST 1999-A
By: U.S. Bank National Association, a
national banking association, not in
its individual capacity but solely
as 1999-A Owner Trustee under the
1999-A Securitization Trust
Agreement
By: ___________________________________
Name: _______________________________
Title: ______________________________
B-2
<PAGE>
1999-A INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
Dated: [July ___], 1999
THE BANK OF NEW YORK, a New York
banking corporation, not in its
individual capacity, but solely as
1999-A Indenture Trustee
By: ________________________________
Name: ___________________________
Title: __________________________
B-3
<PAGE>
[REVERSE OF NOTE]
This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 6.650% Automobile Lease Asset Backed Notes, Class B (herein
called the "Class B Notes" or the "Notes"), all issued under an Indenture dated
as of July 1, 1999 (such Indenture, as supplemented or amended, is herein called
the "Indenture"), between the Issuer and The Bank of New York, a New York
banking corporation, not in its individual capacity but solely as 1999-A
Indenture Trustee (the "1999-A Indenture Trustee"), which term includes any
successor 1999-A Indenture Trustee under the Indenture, to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the 1999-A
Indenture Trustee and the Holders of the Notes and the terms upon which the
Notes are, and are to be, authenticated and delivered. The Notes are subject to
all terms of the Indenture and to all terms of that certain 1999-A
Securitization Trust Agreement dated as of July 1, 1999 (the "1999-A
Securitization Trust Agreement"), by and among U.S. Bank National Association, a
national banking association ("U.S. Bank"), as owner trustee (in such capacity,
the "1999-A Owner Trustee"), Honda Titling C L.P., a Delaware limited
partnership, and Honda Titling D L.P., a Delaware limited partnership, as
transferors (the "Transferors"), Wilmington Trust Company, a Delaware
corporation, as Delaware owner trustee (the "Delaware Owner Trustee"), and the
1999-A Indenture Trustee. All capitalized terms used in this Note, whether first
used above or below, that are not otherwise defined herein shall have the
meanings assigned to them pursuant to the Agreement of Definitions dated as of
July 1, 1999 (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.
A copy of the Indenture is on file with the 1999-A Indenture Trustee at
its Corporate Trust Office and is available for inspection at such office.
Under the Indenture, there will be distributed on each Distribution
Date (I.E., the fifteenth day of each month or, if such fifteenth day is not a
Business Day, the next succeeding Business Day), commencing on September 15,
1999, to the Person in whose name this Class B Note is registered at the close
of business on the last calendar day immediately preceding the related
Distribution Date or, if Definitive Notes are issued, the last day of the
immediately preceding calendar month, such Class B Noteholder's Percentage
Interest multiplied by (i) the Class B Distributable Amount for such
Distribution Date and (ii) the amount of any repayment of any outstanding Class
B Interest Carryover Shortfall, Class B Loss Amounts, Class B Note Principal
Loss Amounts and Class B Note Principal Loss Interest Amounts being made on such
Distribution Date, all to the extent and as more specifically set forth in the
Indenture and the 1999-A Securitization Trust Agreement.
B-4
<PAGE>
The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes and the Class A-5 Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture. However, to the extent provided in the Indenture and the 1999-A
Securitization Trust Agreement, no principal payments shall be made in respect
of the Class A-2 Notes until the Class A-1 Notes have been paid in full, no
principal payments shall be made in respect of the Class A-3 Notes until the
Class A-2 Notes have been paid in full, no principal payments shall be made in
respect of the Class A-4 Notes until the Class A-3 Notes have been paid in full,
and no principal payments shall be made in respect of the Class A-5 Notes, the
Class B Notes or the Class C Notes until the Class A-4 Notes have been paid in
full. The Class B Notes are subordinated to the Class A Notes, the Class C Notes
are subordinated to the Class A Notes and the Class B Notes, and the
Certificates are subordinated to the Notes, in each case to the extent described
in the Indenture and the 1999-A Securitization Trust Agreement.
This Class B Note is subject to possible redemption by the Servicer.
Such redemption will only be permitted if, either before or after giving effect
to any payment of principal required on a given Distribution Date, the sum of
the Note Balance and the Certificate Balance is less than or equal to 10% of the
sum of the Initial Note Balance and the Initial Certificate Balance.
Under the Indenture if an Event of Default related to the non-payment
of amounts due on the Notes shall occur and be continuing, the 1999-A Indenture
Trustee may, and at the direction of Noteholders representing a majority of the
Outstanding Amount of the Notes, voting together as a single Class, shall,
declare the principal of the Notes to be immediately due and payable in the
manner and with the effect provided in the Indenture. If an Event of Default
involving certain events of bankruptcy or insolvency of the Issuer shall occur
and be continuing the Class B Notes shall be automatically deemed to be
immediately due and payable. If any other Event of Default under the Indenture
(not specifically listed in the previous two sentences) shall occur and be
continuing, the 1999-A Indenture Trustee may, and at the direction of
Noteholders representing a majority of the Outstanding Amount of the Class A
Notes, voting together as a single Class (and, after the Class A Note Balance
has been reduced to zero, Noteholders representing at least a majority of the
Outstanding Amount of the Class B Notes and the Class C Notes, voting together
as a single Class), shall, declare the principal of the Notes to be immediately
due and payable in the manner and with the effect provided in the Indenture. If
the Class B Notes are declared or deemed to be immediately due and payable, the
Holders of the Class B Notes shall be entitled to receive all unpaid principal
(including unreimbursed Class B Note Principal Loss Amounts) and accrued and
unpaid interest on the Class B Notes.
The Class B Notes are secured by the collateral pledged as security
therefor as provided in the Indenture. However, the Class B Notes are
subordinated to the Class A Notes to the extent described in the Indenture and
the 1999-A Securitization Trust Agreement. No principal payments shall be made
in respect of the Class B Notes until the Class A-4 Notes have been paid in
full.
Subject to certain limitations set forth in the Indenture, the transfer
of this Class B Note may be registered on the Note Register, upon surrender of
this Class B Note for registration of transfer at the Corporate Trust Office of
the 1999-A Indenture Trustee, duly endorsed by, or
B-5
<PAGE>
accompanied by a written instrument of transfer in form and substance
satisfactory to the Issuer and the 1999-A Indenture Trustee duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Class B Notes, in authorized denominations and in the same aggregate
principal amount and series, will be issued to the designated transferee or
transferees.
Each Holder or Note Owner, by acceptance of a Note, or, in the case of
a Note Owner, a beneficial interest in the Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, HTC LP, HTD LP, the Servicer, the 1999-A Owner Trustee or the
1999-A Indenture Trustee on the Notes or under the Indenture or any certificate
or other writing delivered in connection herewith or therewith, against (i) HTC
LP, HTD LP, the Servicer, the 1999-A Indenture Trustee or the Owner Trustee in
its individual capacity, (ii) any owner of a beneficial interest in the Issuer
or (iii) any partner, owner, beneficiary, agent, officer, director, employee or
agent of HTC LP, HTD LP, the Servicer, the 1999-A Indenture Trustee or the Owner
Trustee in its individual capacity, any holder of a beneficial interest in the
Issuer, HTC LP, HTD LP, the Servicer, the 1999-A Owner Trustee or the 1999-A
Indenture Trustee or of any successor or assign of HTC LP, HTD LP, the Servicer,
the 1999-A Indenture Trustee or the 1999-A Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that 1999-A Indenture Trustee and 1999-A Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity.
It is the intent of HTC LP, HTD LP, the Servicer, the Noteholders and
the Note Owners that, for purposes of Federal and State income tax and any other
tax measured in whole or in part by income, the Notes will qualify as
indebtedness of the Issuer. The Noteholders, by acceptance of a Note, and the
Note Owners, by acceptance of a beneficial interest in a Note, agree to treat,
and to take no action inconsistent with the treatment of, the Notes for such tax
purposes as indebtedness of the Issuer.
By accepting a Note, each Holder (and by accepting a beneficial
interest in a Note, each Note Owner) waives any claim to any proceeds or assets
of the Origination Trustee and to all assets of the Origination Trust other than
those from time to time included within the 1999-A SUBI Portfolio as 1999-A SUBI
Assets and those proceeds or assets derived from or earned by such 1999-A SUBI
Assets.
By accepting a Note, each Holder (and by accepting a beneficial
interest in a Note, each Note Owner) 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 have been paid in full, it will not institute
against, or join any other Person in instituting against, the Issuer, HTA LP,
HTB LP, HTC LP, HTD LP, any general partner or member (as applicable) of a UTI
Beneficiary or of a Transferor which is a partnership or a limited liability
company, 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 of a Special Purpose Affiliate
partnership
B-6
<PAGE>
(or any of their respective general partners) that is a partnership or a limited
liability company, 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 non-petition covenant shall survive the termination of
the Indenture 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 this
Indenture, respectively.
This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.
The Indenture permits, with certain exceptions as therein provided, the
amendment to, or waiver of, the provisions of the Indenture at any time by the
Issuer and the 1999-A Indenture Trustee with the consent of a majority of the
Noteholders. The Issuer and the 1999-A Indenture Trustee may also enter into
supplemental indentures, without obtaining the consent of the Holder hereof for
such purposes as provided in the Indenture.
No reference herein to the Indenture or the 1999-A Securitization Trust
Agreement and no provision of this Note or of the Indenture or the 1999-A
Securitization Trust Agreement shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
B-7
<PAGE>
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ______________________, attorney, to transfer said Note on the
books kept for registration thereof, with full power of substitution in the
premises.
Dated: _____________
*
--------------------------------------
Signature Guaranteed:
--------------------------------------
Signatures must be guaranteed by an "eligible
guarantor institution" meeting the requirements
of the Note Registrar, which requirements
include membership or participation in STAMP or
such other "signature guarantee program" as may
be determined by the Note Registrar in addition
to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of
1934, as amended.
- -------------------------
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular without alteration, enlargement or any change whatsoever.
B-8
<PAGE>
EXHIBIT C
FORM OF CLASS C NOTES
Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1 NOTES,
THE CLASS A-2 NOTES, THE CLASS A-3 NOTES, THE CLASS A-4 NOTES, THE CLASS A-5
NOTES AND THE CLASS B NOTES AS DESCRIBED IN THE INDENTURE AND THE 1999-A
SECURITIZATION DOCUMENTS REFERRED TO HEREIN.
REGISTERED $____________
No. R-___ CUSIP NO. _____________
HONDA AUTO LEASE TRUST 1999-A
6.900% AUTOMOBILE LEASE ASSET BACKED NOTES, CLASS C
The Honda Auto Lease Trust 1999-A, a trust organized and existing under
the laws of the State of Delaware (including any successor, the "Issuer"), for
value received, hereby promises to pay to _______, or registered assigns, the
principal sum of __________________ DOLLARS ($___________), in monthly
installments on each Distribution Date, commencing on September 15, 1999, and to
pay interest on the Class C Note Balance, each as and to the extent described
below; provided that the entire Class C Note Balance shall be due and payable on
the earlier of the Class C Final Distribution Date and the Redemption Date, if
any.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by
the 1999-A Indenture Trustee by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.
C-1
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Responsible Officer.
Dated: [July __], 1999
HONDA AUTO LEASE TRUST 1999-A
By: U.S. Bank National Association, a
national banking association, not in
its individual capacity but solely
as 1999-A Owner Trustee under the
1999-A Securitization Trust
Agreement
By: ___________________________________
Name: _______________________________
Title: ______________________________
C-2
<PAGE>
1999-A INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
Dated: [July ___], 1999
THE BANK OF NEW YORK, a New York
banking corporation, not in its
individual capacity, but solely as
1999-A Indenture Trustee
By: ________________________________
Name: ___________________________
Title: __________________________
C-3
<PAGE>
[REVERSE OF NOTE]
This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 6.900% Automobile Lease Asset Backed Notes, Class C (herein
called the "Class C Notes" or the "Notes"), all issued under an Indenture dated
as of July 1, 1999 (such Indenture, as supplemented or amended, is herein called
the "Indenture"), between the Issuer and The Bank of New York, a New York
banking corporation, not in its individual capacity but solely as 1999-A
Indenture Trustee (the "1999-A Indenture Trustee"), which term includes any
successor 1999-A Indenture Trustee under the Indenture, to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the 1999-A
Indenture Trustee and the Holders of the Notes and the terms upon which the
Notes are, and are to be, authenticated and delivered. The Notes are subject to
all terms of the Indenture and to all terms of that certain 1999-A
Securitization Trust Agreement dated as of July 1, 1999 (the "1999-A
Securitization Trust Agreement"), by and among U.S. Bank National Association, a
national banking association ("U.S. Bank"), as owner trustee (in such capacity,
the "1999-A Owner Trustee"), Honda Titling C L.P., a Delaware limited
partnership, and Honda Titling D L.P., a Delaware limited partnership, as
transferors (the "Transferors"), Wilmington Trust Company, a Delaware
corporation, as Delaware owner trustee (the "Delaware Owner Trustee"), and the
1999-A Indenture Trustee. All capitalized terms used in this Note, whether first
used above or below, that are not otherwise defined herein shall have the
meanings assigned to them pursuant to the Agreement of Definitions dated as of
July 1, 1999 (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.
A copy of the Indenture is on file with the 1999-A Indenture Trustee at
its Corporate Trust Office and is available for inspection at such office.
Under the Indenture, there will be distributed on each Distribution
Date (I.E., the fifteenth day of each month or, if such fifteenth day is not a
Business Day, the next succeeding Business Day), commencing on September 15,
1999, to the Person in whose name this Class C Note is registered at the close
of business on the last calendar day immediately preceding the related
Distribution Date or, if Definitive Notes are issued, the last day of the
immediately preceding calendar month, such Class C Noteholder's Percentage
Interest multiplied by (i) the Class C Distributable Amount for such
Distribution Date and (ii) the amount of any repayment of any outstanding Class
C Interest Carryover Shortfall, Class C Loss Amounts, Class C Note Principal
Loss Amounts and Class C Note Principal Loss Interest Amounts being made on such
Distribution Date, all to the extent and as more specifically set forth in the
Indenture and the 1999-A Securitization Trust Agreement.
C-4
<PAGE>
The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes and the Class A-5 Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture. However, to the extent provided in the Indenture and the 1999-A
Securitization Trust Agreement, no principal payments shall be made in respect
of the Class A-2 Notes until the Class A-1 Notes have been paid in full, no
principal payments shall be made in respect of the Class A-3 Notes until the
Class A-2 Notes have been paid in full, no principal payments shall be made in
respect of the Class A-4 Notes until the Class A-3 Notes have been paid in full,
and no principal payments shall be made in respect of the Class A-5 Notes, the
Class B Notes or the Class C Notes until the Class A-4 Notes have been paid in
full. The Class B Notes are subordinated to the Class A Notes, the Class C Notes
are subordinated to the Class A Notes and the Class B Notes, and the
Certificates are subordinated to the Notes, in each case to the extent described
in the Indenture and the 1999-A Securitization Trust Agreement.
This Class C Note is subject to possible redemption by the Servicer.
Such redemption will only be permitted if, either before or after giving effect
to any payment of principal required on a given Distribution Date, the sum of
the Note Balance and the Certificate Balance is less than or equal to 10% of the
sum of the Initial Note Balance and the Initial Certificate Balance.
Under the Indenture if an Event of Default related to the non-payment
of amounts due on the Notes shall occur and be continuing, the 1999-A Indenture
Trustee may, and at the direction of Noteholders representing a majority of the
Outstanding Amount of the Notes, voting together as a single Class, shall,
declare the principal of the Notes to be immediately due and payable in the
manner and with the effect provided in the Indenture. If an Event of Default
involving certain events of bankruptcy or insolvency of the Issuer shall occur
and be continuing the Class B Notes shall be automatically deemed to be
immediately due and payable. If any other Event of Default under the Indenture
(not specifically listed in the previous two sentences) shall occur and be
continuing, the 1999-A Indenture Trustee may, and at the direction of
Noteholders representing a majority of the Outstanding Amount of the Class A
Notes, voting together as a single Class (and, after the Class A Note Balance
has been reduced to zero, Noteholders representing at least a majority of the
Outstanding Amount of the Class B Notes and the Class C Notes, voting together
as a single Class), shall, declare the principal of the Notes to be immediately
due and payable in the manner and with the effect provided in the Indenture. If
the Class C Notes are declared or deemed to be immediately due and payable, the
Holders of the Class C Notes shall be entitled to receive all unpaid principal
(including unreimbursed Class C Note Principal Loss Amounts) and accrued and
unpaid interest on the Class C Notes.
The Class C Notes are secured by the collateral pledged as security
therefor as provided in the Indenture. However, the Class C Notes are
subordinated to the Class A Notes and the Class B Notes to the extent described
in the Indenture and the 1999-A Securitization Trust Agreement. No principal
payments shall be made in respect of the Class C Notes until the Class A-4 Notes
have been paid in full.
Subject to certain limitations set forth in the Indenture, the transfer
of this Class C Note may be registered on the Note Register, upon surrender of
this Class C Note for registration of transfer at the Corporate Trust Office of
the 1999-A Indenture Trustee, duly endorsed by, or
C-5
<PAGE>
accompanied by a written instrument of transfer in form and substance
satisfactory to the Issuer and the 1999-A Indenture Trustee duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Class C Notes, in authorized denominations and in the same aggregate
principal amount and series, will be issued to the designated transferee or
transferees.
Each Holder or Note Owner, by acceptance of a Note, or, in the case of
a Note Owner, a beneficial interest in the Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, HTC LP, HTD LP, the Servicer, the 1999-A Owner Trustee or the
1999-A Indenture Trustee on the Notes or under the Indenture or any certificate
or other writing delivered in connection herewith or therewith, against (i) HTC
LP, HTD LP, the Servicer, the 1999-A Indenture Trustee or the Owner Trustee in
its individual capacity, (ii) any owner of a beneficial interest in the Issuer
or (iii) any partner, owner, beneficiary, agent, officer, director, employee or
agent of HTC LP, HTD LP, the Servicer, the 1999-A Indenture Trustee or the Owner
Trustee in its individual capacity, any holder of a beneficial interest in the
Issuer, HTC LP, HTD LP, the Servicer, the 1999-A Owner Trustee or the 1999-A
Indenture Trustee or of any successor or assign of HTC LP, HTD LP, the Servicer,
the 1999-A Indenture Trustee or the 1999-A Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that 1999-A Indenture Trustee and 1999-A Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity.
It is the intent of HTC LP, HTD LP, the Servicer, the Noteholders and
the Note Owners that, for purposes of Federal and State income tax and any other
tax measured in whole or in part by income, the Notes will qualify as
indebtedness of the Issuer. The Noteholders, by acceptance of a Note, and the
Note Owners, by acceptance of a beneficial interest in a Note, agree to treat,
and to take no action inconsistent with the treatment of, the Notes for such tax
purposes as indebtedness of the Issuer.
By accepting a Note, each Holder (and by accepting a beneficial
interest in a Note, each Note Owner) waives any claim to any proceeds or assets
of the Origination Trustee and to all assets of the Origination Trust other than
those from time to time included within the 1999-A SUBI Portfolio as 1999-A SUBI
Assets and those proceeds or assets derived from or earned by such 1999-A SUBI
Assets.
By accepting a Note, each Holder (and by accepting a beneficial
interest in a Note, each Note Owner) 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 have been paid in full, it will not institute
against, or join any other Person in instituting against, the Issuer, HTA LP,
HTB LP, HTC LP, HTD LP, any general partner or member (as applicable) of a UTI
Beneficiary or of a Transferor which is a partnership or a limited liability
company, 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 of a Special Purpose Affiliate
partnership
C-6
<PAGE>
(or any of their respective general partners) that is a partnership or a limited
liability company, 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 non-petition covenant shall survive the termination of
the Indenture 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 this
Indenture, respectively.
This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.
The Indenture permits, with certain exceptions as therein provided, the
amendment to, or waiver of, the provisions of the Indenture at any time by the
Issuer and the 1999-A Indenture Trustee with the consent of a majority of the
Noteholders. The Issuer and the 1999-A Indenture Trustee may also enter into
supplemental indentures, without obtaining the consent of the Holder hereof for
such purposes as provided in the Indenture.
No reference herein to the Indenture or the 1999-A Securitization Trust
Agreement and no provision of this Note or of the Indenture or the 1999-A
Securitization Trust Agreement shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
C-7
<PAGE>
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ______________________, attorney, to transfer said Note on the
books kept for registration thereof, with full power of substitution in the
premises.
Dated: _____________
*
------------------------------------
Signature Guaranteed:
------------------------------------
Signatures must be guaranteed by an
"eligible guarantor institution"
meeting the requirements of the Note
Registrar, which requirements
include membership or participation
in STAMP or such other "signature
guarantee program" as may be
determined by the Note Registrar in
addition to, or in substitution for,
STAMP, all in accordance with the
Securities Exchange Act of 1934, as
amended.
- -------------------------
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular without alteration, enlargement or any change whatsoever.
C-8
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
ARTICLE ONE
DEFINITIONS
Section 1.01 Definitions...........................................................................7
Section 1.02 Interpretive Provisions...............................................................7
ARTICLE TWO
THE NOTES
Section 2.01 Form Generally........................................................................7
Section 2.02 Denominations.........................................................................8
Section 2.03 Execution, Authentication, Delivery and Dating........................................8
Section 2.04 Registration of Notes.................................................................9
Section 2.05 Mutilated, Destroyed, Lost or Stolen Notes...........................................10
Section 2.06 Persons Deemed Owners................................................................11
Section 2.07 Payment of Interest and Principal; Principal and Interest Rights Preserved...........11
Section 2.08 Cancellation.........................................................................13
Section 2.09 Authentication and Delivery of Notes.................................................13
Section 2.10 Book-Entry Notes.....................................................................13
Section 2.11 Notices to the Clearing Agency.......................................................14
Section 2.12 Definitive Notes.....................................................................14
Section 2.13 Tax Treatment........................................................................15
Section 2.14 Release of Collateral................................................................15
ARTICLE THREE
COVENANTS AND REPRESENTATIONS
Section 3.01 Payment of Notes.....................................................................15
Section 3.02 Maintenance of Office or Agency......................................................15
Section 3.03 Money for Note Payments to be Held in Trust..........................................16
Section 3.04 Existence............................................................................17
Section 3.05 Protection of Trust Estate...........................................................18
Section 3.06 Opinions as to Trust Estate..........................................................18
Section 3.07 Performance of Obligations...........................................................19
Section 3.08 Negative Covenants...................................................................20
Section 3.09 Statements as to Compliance..........................................................21
Section 3.10 Issuer May Consolidate, etc., Only on Certain Terms..................................22
Section 3.11 Successor or Transferee..............................................................24
Section 3.12 No Other Business....................................................................24
Section 3.13 No Borrowing.........................................................................24
</TABLE>
-i-
<PAGE>
TABLE OF CONTENTS
(CONTINUED)
<TABLE>
<CAPTION>
PAGE
<S> <C>
Section 3.14 Servicer's Obligations...............................................................24
Section 3.15 Guarantees, Loans, Advances and Other Liabilities....................................24
Section 3.16 Capital Expenditures.................................................................24
Section 3.17 Removal of Administrator.............................................................25
Section 3.18 Restricted Payments..................................................................25
Section 3.19 Further Instruments and Acts.........................................................25
Section 3.20 Compliance with Laws.................................................................25
Section 3.21 Amendments of Servicing Agreement, 1999-A Servicing Supplement and 1999-A
Securitization Trust Agreement.......................................................25
Section 3.22 Delivery of 1999-A SUBI Certificates.................................................25
Section 3.23 Covenants, Representations and Warranties of the Issuer and the 1999-A Owner
Trustee..............................................................................25
ARTICLE FOUR
SATISFACTION AND DISCHARGE
Section 4.01 Satisfaction and Discharge of Indenture..............................................26
Section 4.02 Application of Trust Money...........................................................28
Section 4.03 Repayment of Monies Held by Paying Agent.............................................28
Section 4.04 Duration of Position of 1999-A Indenture Trustee for Benefit of Noteholders..........28
ARTICLE FIVE
DEFAULTS AND REMEDIES
Section 5.01 Events of Default....................................................................28
Section 5.02 Acceleration of Maturity; Rescission and Annulment...................................29
Section 5.03 Collection of Indebtedness and Suits for Enforcement by 1999-A Indenture
Trustee..............................................................................31
Section 5.04 Remedies; Priorities.................................................................33
Section 5.05 Optional Preservation of Trust Estate................................................34
Section 5.06 Limitation on Suits..................................................................34
Section 5.07 Unconditional Rights of Noteholders to Receive Note Payments.........................35
Section 5.08 Restoration of Rights and Remedies...................................................35
Section 5.09 Rights and Remedies Cumulative.......................................................35
Section 5.10 Delay or Omission Not Waiver.........................................................36
Section 5.11 Control by Noteholders...............................................................36
Section 5.12 Waiver of Past Defaults..............................................................36
Section 5.13 Undertaking for Costs................................................................37
Section 5.14 Sale of Trust Estate.................................................................37
Section 5.15 Action on Notes......................................................................38
</TABLE>
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ARTICLE SIX
THE 1999-A INDENTURE TRUSTEE
Section 6.01 Certain Duties and Responsibilities..................................................39
Section 6.02 Rights of 1999-A Indenture Trustee...................................................40
Section 6.03 1999-A Indenture Trustee May Hold Notes..............................................41
Section 6.04 1999-A Indenture Trustee's Disclaimer................................................41
Section 6.05 Notice of Unmatured Event of Default.................................................41
Section 6.06 Reports by 1999-A Indenture Trustee to Holders.......................................41
Section 6.07 1999-A Indenture Trustee's Fees and Expenses.........................................42
Section 6.08 Replacement of 1999-A Indenture Trustee..............................................43
Section 6.09 Merger, Conversion, Consolidation or Succession to Business of 1999-A
Indenture Trustee....................................................................44
Section 6.10 Co-Trustee or Separate Trustee.......................................................45
Section 6.11 Eligibility; Disqualification........................................................46
Section 6.12 Preferential Collection of Claims against the Issuer.................................46
Section 6.13 Money Held in Trust..................................................................46
Section 6.14 Cessation of Eligibility.............................................................46
Section 6.15 Authenticating Agent.................................................................46
Section 6.16 Withholding Taxes....................................................................47
Section 6.17 No Petition..........................................................................47
Section 6.18 Representations and Warranties of 1999-A Indenture Trustee...........................48
Section 6.19 Pennsylvania Motor Vehicle Sales Finance Act Licenses................................48
Section 6.20 1999-A Indenture Trustee's Application for Instructions from the Issuer..............48
Section 6.21 Limitation on Duty of 1999-A Indenture Trustee in Respect of Collateral;
Indemnification......................................................................49
ARTICLE SEVEN
NOTEHOLDERS' LISTS AND REPORTS
Section 7.01 Issuer to Furnish 1999-A Indenture Trustee Names and Addresses of Noteholders........49
Section 7.02 Preservation of Information; Communications to Noteholders...........................50
Section 7.03 Reports by 1999-A Indenture Trustee; Responses to Noteholder Inquiries...............50
Section 7.04 Reports by the Issuer................................................................50
ARTICLE EIGHT
ACCOUNTS, DISBURSEMENTS AND RELEASES
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Section 8.01 Collection of Monies.................................................................51
Section 8.02 Trust Accounts.......................................................................51
Section 8.03 General Provisions Regarding the 1999-A SUBI Accounts................................52
Section 8.04 Release of Trust Estate..............................................................54
Section 8.05 Opinion of Counsel...................................................................54
ARTICLE NINE
SUPPLEMENTAL INDENTURES
Section 9.01 Supplemental Indentures Without Consent of Noteholders...............................55
Section 9.02 Supplemental Indentures With Consent of Noteholders..................................56
Section 9.03 Execution of Supplemental Indentures.................................................57
Section 9.04 Effect of Supplemental Indentures....................................................58
Section 9.05 Reference in Notes to Supplemental Indentures........................................58
Section 9.06 Compliance With TIA..................................................................58
ARTICLE TEN
OPTIONAL REDEMPTION OF NOTES
Section 10.01 General..............................................................................58
Section 10.02 Form of Redemption Notice............................................................59
Section 10.03 Notes Payable on Redemption Date.....................................................59
ARTICLE ELEVEN
MISCELLANEOUS
Section 11.01 Compliance Certificates and Opinions.................................................59
Section 11.02 Form of Documents Delivered to 1999-A Indenture Trustee..............................61
Section 11.03 Acts of Noteholders..................................................................62
Section 11.04 Notices, etc., to 1999-A Indenture Trustee, Issuer and Rating Agencies...............63
Section 11.05 Notices and Reports to Noteholders; Waiver...........................................64
Section 11.06 Alternate Payment and Notice Provisions..............................................64
Section 11.07 Conflict with TIA....................................................................64
Section 11.08 Effect of Headings and Table of Contents.............................................64
Section 11.09 Successors and Assigns...............................................................65
Section 11.10 Separability.........................................................................65
Section 11.11 Benefits of Indenture................................................................65
Section 11.12 Legal Holidays.......................................................................65
Section 11.13 Governing Law........................................................................65
Section 11.14 Counterparts.........................................................................65
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Section 11.15 Recording of Indenture...............................................................65
Section 11.16 Trust Obligation.....................................................................65
Section 11.17 Series Liabilities...................................................................66
Section 11.18 No Petition..........................................................................66
Section 11.19 Inspection...........................................................................66
Section 11.20 Waiver of Stay, Extension Laws, Trial by Jury........................................67
Section 11.21 Maximum Interest Payable.............................................................67
Section 11.22 Rules by 1999-A Indenture Trustee and Agents.........................................67
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Exhibit 10.2
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
HONDA TITLING A L.P.
and
HONDA TITLING B L.P.,
as Grantors and UTI Beneficiaries,
HONDA TITLING C L.P.
and
HONDA TITLING D L.P.,
as Transferors,
AMERICAN HONDA FINANCE CORPORATION,
as Servicer,
HVT, INC.,
as Origination Trustee of the Honda Lease Trust,
DELAWARE TRUST CAPITAL MANAGEMENT, INC.,
as Delaware Trustee of the Honda Lease Trust,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent and, for Certain Limited Purposes Only, as 1999-A Owner Trustee
1999-A SUBI SUPPLEMENT
TO
SECOND AMENDED AND RESTATED
TRUST AND SERVICING AGREEMENT
-------------------------
Dated as of July 1, 1999
-------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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TABLE OF CONTENTS
ARTICLE ELEVEN
DEFINITIONS
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<S> <C> <C>
11.01 Definitions........................................................ 6
11.02 Interpretation..................................................... 6
ARTICLE TWELVE
CREATION AND TERMINATION OF TRUST INTERESTS
12.01 Initial Creation of the 1999-A SUBI Sub-Trust and 1999-A SUBI...... 7
12.02 Rights in Respect of the 1999-A SUBI and the 1999-A Residual
Value Insurance Proceeds........................................... 9
12.03 Issuance and Form of SUBI Certificates............................. 10
12.04 Issuance and Form of Residual Value Insurance Certificates......... 13
12.05 Filings............................................................ 15
12.06 Termination of 1999-A SUBI......................................... 15
12.07 Representations and Warranties of Origination Trustee.............. 15
12.08 Resignation or Removal of Origination Trustee...................... 15
ARTICLE THIRTEEN
ACCOUNTS; CASH FLOWS; ELIGIBLE INVESTMENTS
13.01 1999-A SUBI Collection Account..................................... 16
13.02 1999-A SUBI Lease Account.......................................... 17
13.03 1999-A Payahead Account............................................ 18
13.04 Investment Gains and Losses........................................ 18
13.05 Rebalancing After Third-Party Claim................................ 19
13.06 Flow of 1999-A Residual Value Insurance Proceeds................... 20
ARTICLE FOURTEEN
MISCELLANEOUS PROVISIONS
14.01 Governing Law...................................................... 20
14.02 Effect of 1999-A SUBI Supplement on Origination Trust Agreement.... 21
14.03 Amendment.......................................................... 21
14.04 Notices............................................................ 22
14.05 Severability of Provisions......................................... 24
14.06 Counterparts....................................................... 24
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EXHIBITS
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SCHEDULE I Schedule of 1999-A Contracts and 1999-A
Leased Vehicles as of the Cutoff Date........................ I-1
EXHIBIT A Form of HTA LP/HTB LP 1999-A SUBI Certificate................ A-1
EXHIBIT B Form of 1999-A SUBI Certificate.............................. B-1
EXHIBIT C Form of [HTC LP][HTD LP] Retained 1999-A SUBI Certificate.... C-1
EXHIBIT D Form of 1999-A Residual Value Insurance Certificate.......... D-1
</TABLE>
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1999-A SUBI SUPPLEMENT TO
SECOND AMENDED AND RESTATED TRUST
AND SERVICING AGREEMENT
1999-A SUBI SUPPLEMENT TO SECOND AMENDED AND RESTATED TRUST
AND SERVICING AGREEMENT ("1999-A SUBI Supplement"), dated and effective as of
July 1, 1999, by and among Honda Titling A L.P. ("HTA LP"), a Delaware limited
partnership, and Honda Titling B L.P. ("HTB LP"), a Delaware limited partnership
(both as "Grantors" and "UTI Beneficiaries"), Honda Titling C L.P. ("HTC LP"), a
Delaware limited partnership, and Honda Titling D L.P. ("HTD LP"), a Delaware
limited partnership (both as "Transferors"), American Honda Finance Corporation,
as servicer (in such capacity, the "Servicer"), HVT, Inc., a Delaware
corporation, as origination trustee of the Honda Lease Trust (the "Origination
Trustee"), Delaware Trust Capital Management, Inc., as Delaware trustee of the
Honda Lease Trust (the "Delaware Trustee"), and U.S. Bank National Association,
a national banking association ("U.S. Bank"), as trust agent (in such capacity,
the "Trust Agent"), and for the limited purposes of the provisions of Sections
13.01, 13.02, 13.03 and 13.04, and the rights under 14.03, in its capacity as
1999-A Owner Trustee (as defined below).
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
meaning given in the Agreement of Definitions described in Section 11.01 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. The parties hereto desire to supplement the terms of the
Origination 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)
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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. The parties hereto desire to supplement the terms of the
Origination Trust Agreement relating to the establishment of the 1999-A SUBI
Collection Account.
E. The parties hereto 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.
F. Concurrently herewith, the Origination Trustee, on behalf
of the Origination Trust, and the Servicer are entering into the 1999-A
Servicing Supplement, dated as of July 1, 1999 (as amended, supplemented or
restated from time to time, the "1999-A Servicing Supplement") pursuant to
which, among other things, the terms of the Origination Trust Agreement and the
Servicing Agreement, dated April 1, 1998, by and among the UTI Beneficiaries,
the Servicer and the Origination Trust will be supplemented insofar as they
apply solely to the servicing of the 1999-A SUBI Sub-Trust created hereby to
provide for further specific servicing obligations that will benefit the SUBI
Beneficiaries with respect to the 1999-A SUBI created hereby.
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<PAGE>
G. 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 (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.
H. 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.
I. Pursuant to this 1999-A SUBI Supplement, the parties hereto
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
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<PAGE>
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").
J. 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 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.
K. The parties hereto desire that, concurrently herewith, the
1999-A Securities Intermediary 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.
L. The parties hereto desire that, concurrently herewith, the
1999-A Securities Intermediary 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.
M. The parties hereto desire that, concurrently herewith, the
1999-A Securities Intermediary 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
4
<PAGE>
LP 1999-A SUBI Certificate to the 1999-A Securitization Trust relating to the
Securitization involving the 1999-A SUBI.
N. 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 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.
O. 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.
P. 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.
Q. 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.
5
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NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and in the Origination Trust Agreement, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by each party hereto, the parties hereto agree to the
following supplemental obligations and provisions with regard to the 1999-A SUBI
Sub-Trust:
ARTICLE ELEVEN
DEFINITIONS
11.01 DEFINITIONS. For all purposes of this 1999-A SUBI Supplement,
except as otherwise expressly provided or unless the context otherwise requires,
capitalized terms used and not otherwise defined herein shall have the meanings
ascribed thereto in the Agreement of Definitions dated July 1, 1999, 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 both in the Origination
Trust Agreement and the Agreement of Definitions, the definition set forth in
the Agreement of Definitions shall prevail. In the event of any conflict between
a definition set forth both herein and the Agreement of Definitions, the
definition set forth herein shall prevail.
11.02 INTERPRETATION. For all purposes of this 1999-A SUBI Supplement,
except as otherwise expressly provided or unless the context otherwise requires,
(i) terms used in this 1999-A SUBI Supplement include, as appropriate, all
genders and the plural as well as the singular, (ii) references to this 1999-A
SUBI Supplement include all Exhibits and Schedules hereto, (iii) references to
words such as "herein", "hereof" and the like shall refer to this 1999-A SUBI
Supplement as a whole and not to any particular part, Article or Section within
this 1999-A SUBI Supplement, (iv) references to a section such as "Section
12.01" or an Article such as "Article Twelve" shall refer to the applicable
Section or Article of this 1999-A SUBI 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 TWELVE
CREATION AND TERMINATION OF TRUST INTERESTS
12.01 INITIAL CREATION OF THE 1999-A SUBI SUB-TRUST AND 1999-A SUBI.
(a) Pursuant to Section 3.01(a) of the Origination Trust
Agreement, Trust Assets not already denominated as SUBI Assets with respect to a
different SUBI Sub-Trust may be identified and allocated as SUBI Assets of a
separate SUBI Sub-Trust at the direction of the UTI Beneficiaries. The UTI
Beneficiaries hereby direct the Origination Trustee to identify and allocate or
cause to be identified and allocated on the books and records of the Origination
Trust a separate portfolio of SUBI Assets (the "1999-A SUBI Assets") consisting
of the Leases and related Leased Vehicles listed as of the Cutoff Date on
Schedule I hereto and other related Trust Assets to be accounted for and held in
trust independently from all other Trust Assets within the Origination Trust,
including all Trust Assets already identified and allocated to any other SUBI
Sub-Trust, and from those remaining as assets of the UTI Sub-Trust.
The 1999-A SUBI Assets shall consist of: (i) those Leases
identified by contract number on Schedule I hereto that are Eligible Leases as
of the Cutoff Date, including the related rights of the Origination Trust as
lessor under such Leases, having an Aggregate Net Investment Value as of the
Cutoff Date of $3,300,158,606.28; (ii) the related Leased Vehicles and all
proceeds thereof, including each Certificate of Title and the Booked Residual
Value of each Leased Vehicle, whether realized through the exercise by Lessees
of purchase options under the Leases, the proceeds of sale of the related Leased
Vehicles to Dealers or third parties or through payments received from any other
Person (directly or indirectly), including as proceeds of any related Insurance
Policy (exclusive of any residual value insurance policies or the proceeds
thereof) (to the extent not applied to making repairs to the related Leased
Vehicle or otherwise paid to the Lessees, a third Person or Governmental
Authority by the Servicer as required by law or pursuant to its normal servicing
practices); (iii) all of the Origination Trust's right, title, interest and
obligations (except such obligations that are specifically retained by the
Origination Trust pursuant to the terms of the Origination Trust Agreement) with
respect to such Leases or Leased Vehicles, including the right to enforce all
Dealer repurchase obligations arising under Dealer Agreements and to proceeds
arising therefrom; (iv) any other rights under or other proceeds of any
Insurance Policy relating to such Leases, Leased Vehicles or payments of the
related Lessee with respect thereto (exclusive of any residual value insurance
policies or the proceeds thereof) (to the extent not applied to making repairs
to the related Leased Vehicle or otherwise paid to the Lessee, a third Person or
Governmental Authority by the Servicer as required by law or pursuant to its
normal servicing practices); (v) any portion of any Security Deposit actually
and properly applied by the Servicer against amounts due under the related Lease
(to the extent not applied to making repairs to the related Leased Vehicle or
paid to the Lessee, a third Person or Governmental Authority by the Servicer as
required by law or pursuant to the Servicer's normal servicing practices); (vi)
the 1999-A SUBI Collection Account, including all cash and Eligible Investments
therein; (vii) the Reserve Fund, to the extent set forth herein and in the
1999-A Securitization Trust Agreement; and (viii) all proceeds of any of the
foregoing arising on or after the Cutoff Date.
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The Origination Trustee hereby identifies and allocates as
1999-A SUBI Assets, based upon their identification and allocation by the
Servicer pursuant to the 1999-A Servicing Supplement, the portfolio of Leases
and Leased Vehicles more particularly described on Schedule I hereto and the
related Trust Assets described above, each such 1999-A SUBI Asset to be
identified on the books and accounts of the Origination Trust as belonging to
the 1999-A SUBI Portfolio.
(b) Pursuant to Section 3.01(a) of the Origination Trust
Agreement, the Origination Trustee hereby creates the 1999-A SUBI Sub-Trust and
the 1999-A SUBI. The 1999-A SUBI shall represent a specific undivided beneficial
interest solely in the 1999-A SUBI Sub-Trust, the assets of which include both
the 1999-A SUBI Assets and the 1999-A Residual Value Insurance Proceeds.
(c) As required by Section 3.04 of the Origination Trust
Agreement, the UTI Beneficiaries hereby certify to the Origination Trustee that
(i) as of the date of execution and delivery hereof, either there is no pledgee
of the UTI or each such pledgee of a UTI Pledge has received prior notice of the
creation of the 1999-A SUBI Sub-Trust and of the terms and provisions of this
1999-A SUBI Supplement and of the related Securitization and (ii) as of the date
hereof, and after giving effect to: (A) the creation of the 1999-A SUBI
Sub-Trust pursuant to Section 12.01(b); (B) the issuance of the HTA LP/HTB LP
1999-A SUBI Certificates pursuant to Section 12.03(a); (C) the transfer to, or
to the order of, HTC LP of the HTA LP/HTC LP 1999-A SUBI Certificate and the HTB
LP/HTC LP 1999-A SUBI Certificate; (D) the transfer to, or to the order of, HTD
LP of the HTA LP/HTD LP 1999-A SUBI Certificate and the HTB LP/HTD LP 1999-A
SUBI Certificate; (E) the exchange by HTC LP and HTD LP of the HTA LP/HTB LP
1999-A SUBI Certificates for the 1999-A SUBI Certificates and the Retained
1999-A SUBI Certificates; (F) the issuance of the 1999-A SUBI Certificates and
the Retained 1999-A SUBI Certificates pursuant to Section 12.03(d); (G) the
transfer to, or to the order of, HTC LP of the HTC LP 1999-A SUBI Certificate
and the HTC LP Retained 1999-A SUBI Certificate; (H) the transfer to, or to the
order of, HTD LP of the HTD LP 1999-A SUBI Certificate and the HTD LP Retained
1999-A SUBI Certificate; (I) the issuance of the 1999-A Residual Value Insurance
Certificates pursuant to Section 12.04(a); (J) the transfer to, or to the order
of, HTC LP of the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate and
the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate; (K) the transfer
to, or to the order of, HTD LP of the HTA LP/HTD LP 1999-A Residual Value
Insurance Certificate and the HTB LP/HTD LP 1999-A Residual Value Insurance
Certificate; (L) the creation of the 1999-A Securities Accounts Control
Agreement, specified in recital E herein; and (M) the application by the UTI
Beneficiaries of any net proceeds from any Securitization involving the 1999-A
SUBI and/or the 1999-A SUBI Certificates, there is and will be no default by the
UTI Beneficiaries in their respective capacities as UTI Beneficiaries with
respect to any Securitization or other agreement or obligation secured by a UTI
Pledge. Any transfer or exchange described above or elsewhere in this 1999-A
SUBI Supplement of any 1999-A SUBI Certificate, any Retained 1999-A SUBI
Certificate or any 1999-A Residual Value Insurance Certificate may be
uncertificated and evidenced solely by book-entry registration of such transfer
or exchange.
(d) The parties hereto intend that, at any time during which
the 1999-A SUBI Certificates, the Retained 1999-A SUBI Certificates or the
1999-A Residual
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Certificates are held or beneficially owned by a single Person, or by two or
more Persons that are treated as a single Person for federal income tax
purposes, the 1999-A SUBI Sub-Trust shall not constitute a separate entity for
federal income tax purposes or for state income or franchise tax purposes.
However, at any time that the 1999-A SUBI Certificates, the Retained 1999-A SUBI
Certificates or the 1999-A Residual Value Insurance Certificates are held or
beneficially owned by two or more Persons that are not treated as a single
Person for federal income tax purposes, the parties hereto intend that the
1999-A SUBI Sub-Trust be characterized as a separate entity for federal and
state income tax purposes that shall qualify as a partnership for such purposes.
The 1999-A SUBI Sub-Trust shall not elect to be treated as an association under
Section 301.7701-3(a) of the regulations of the United States Department of the
Treasury for federal income tax purposes.
(e) Each Beneficiary of a 1999-A SUBI Certificate, a Retained
1999-A SUBI Certificate or a 1999-A Residual Value Insurance Certificate shall
at all times maintain a minimum net worth (excluding the value of the 1999-A
SUBI Certificates or Retained 1999-A SUBI Certificates held thereby) equal to
10% of the net Capital Contributions made by all of the UTI Beneficiaries to the
UTI; PROVIDED that such minimum net worth requirement shall not apply to the
1999-A Securitization Trust, the 1999-A Note Securitization Trust, the 1999-A
Residual Value Insurance Co-Trust, the 1999-A Owner Trustee or the 1999-A
Indenture Trustee.
12.02 RIGHTS IN RESPECT OF THE 1999-A SUBI AND THE 1999-A RESIDUAL
VALUE INSURANCE PROCEEDS.
(a) Each holder of a 1999-A SUBI Certificate or a Retained
1999-A SUBI Certificate (including the 1999-A Owner Trustee, on behalf of the
1999-A Securitization Trust, after the transfer of the 1999-A SUBI Certificates
by HTC LP and HTD LP to the 1999-A Owner Trustee, on behalf of the 1999-A
Securitization Trust) and Registered Pledgee of a 1999-A SUBI Certificate
(including the 1999-A Indenture Trustee, on behalf of the Noteholders, as
pledgee of the 1999-A SUBI Certificates) is a third-party beneficiary of the
Origination Trust Agreement and this 1999-A SUBI Supplement, insofar as such
documents apply to the 1999-A SUBI and the Holder and Registered Pledgee of the
1999-A SUBI Certificates. Therefore, to that extent, references in the
Origination Trust Agreement to the ability of any "Holder of a SUBI
Certificate", "assignee of a SUBI Certificate", "Registered Pledgee of a SUBI
Certificate" or the like to take any action shall also be deemed to refer to (i)
the 1999-A Owner Trustee, as holder of the 1999-A SUBI Certificates, acting at
its own instigation or upon the instruction of Noteholders representing more
than 50% of the Voting Interests of the Notes, acting together as a single Class
(or such other percentage as may be required or permitted pursuant to the
Indenture), during such time as any Note shall remain outstanding, (ii) if no
Notes remain outstanding, shall be deemed to refer to the 1999-A Owner Trustee,
acting at its own instigation or upon the instruction of HTC LP or HTD LP, and
(iii) HTC LP, as holder of the HTC LP Retained 1999-A SUBI Certificate, or HTD
LP, as holder of the HTD LP Retained 1999-A SUBI Certificate.
(b) Each holder of a 1999-A Residual Value Insurance
Certificate (including the 1999-A Owner Trustee, on behalf of the 1999-A
Securitization Trust, after the transfer of the 1999-A Residual Value Insurance
Certificates by HTC LP and HTD LP to the 1999-A Owner
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Trustee, on behalf of the 1999-A Securitization Trust in respect of the 1999-A
Residual Value Insurance Co-Trust) is a third-party beneficiary of the
Origination Trust Agreement and this 1999-A SUBI Supplement, insofar as such
documents apply to the 1999-A Residual Value Insurance Proceeds and the Holder
of the 1999-A Residual Value Insurance Certificates. Therefore, to that extent,
references in the 1999-A Securitization Documents to the ability of any "Holder
of a 1999-A Residual Value Insurance Certificate", "assignee of a 1999-A
Residual Value Insurance Certificate" or the like to take any action shall also
be deemed to refer to the 1999-A Owner Trustee acting on behalf of the 1999-A
Securitization Trust in respect of the 1999-A Residual Value Insurance Co-Trust,
as holder of the 1999-A Residual Value Insurance Certificates.
12.03 ISSUANCE AND FORM OF SUBI CERTIFICATES.
(a) The 1999-A SUBI (excluding the 1999-A Residual Value
Insurance Certificates and the 1999-A Residual Value Insurance Proceeds
represented thereby) shall initially be represented by the HTA LP/HTB LP 1999-A
SUBI Certificates, each of which shall evidence a beneficial interest in the
1999-A SUBI Assets. The HTA LP/HTB LP 1999-A SUBI Certificates shall
collectively represent 100% of the beneficial interests in the 1999-A SUBI
(excluding the 1999-A Residual Value Insurance Certificates and the 1999-A
Residual Value Insurance Proceeds represented thereby) and the 1999-A SUBI
Assets. The Origination Trustee is hereby instructed to issue the HTA LP/HTB LP
1999-A SUBI Certificates, each substantially in the form of Exhibit A attached
hereto, with such letters, numbers or other marks of identification and such
legends and endorsements placed thereon as may, consistently herewith and with
the Origination Trust Agreement, be directed by the UTI Beneficiaries. The HTA
LP/HTB LP 1999-A SUBI Certificates may be printed, lithographed, typewritten,
mimeographed, photocopied or otherwise produced in any other manner as may,
consistently herewith and with the Origination Trust Agreement, be determined by
the UTI Beneficiaries. The Origination Trustee is hereby directed to issue and
register the HTA LP/HTB LP 1999-A SUBI Certificates in the name of the 1999-A
Securities Intermediary in such capacity, on behalf of and for the benefit of
the UTI Beneficiaries, and to deliver the HTA LP/HTB LP 1999-A SUBI Certificates
on the Closing Date to the 1999-A Securities Intermediary upon the order of the
UTI Beneficiaries. On the Closing Date, the UTI Beneficiaries shall direct the
1999-A Securities Intermediary in writing to deliver (i) the HTA LP/HTC LP
1999-A SUBI Certificate and the HTA LP/HTD LP 1999-A SUBI Certificate to the HTA
LP 1999-A SUBI Securities Account and (ii) the HTB LP/HTC LP 1999-A SUBI
Certificate and the HTB LP/HTD LP 1999-A SUBI Certificate to the HTB LP 1999-A
SUBI Securities Account. HTA LP shall acquire beneficial and record ownership of
the HTA LP/HTC LP 1999-A SUBI Certificate and the HTA LP/HTD LP 1999-A SUBI
Certificate, and HTB LP shall acquire beneficial and record ownership of the HTB
LP/HTC LP 1999-A SUBI Certificate and the HTB LP/HTD LP 1999-A SUBI Certificate.
(b) The HTA LP/HTC LP 1999-A SUBI Certificate and the HTA
LP/HTD LP 1999-A SUBI Certificate shall initially be held in the HTA LP 1999-A
SUBI Securities Account, and the HTB LP/HTC LP 1999-A SUBI Certificate and the
HTB LP/HTD LP 1999-A SUBI Certificate shall initially be held in the HTB LP
1999-A SUBI Securities Account.
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(c) On the Closing Date, (i) HTA LP shall instruct the 1999-A
Securities Intermediary to transfer (A) the HTA LP/HTC LP 1999-A SUBI
Certificate from the HTA LP 1999-A SUBI Securities Account to the HTC LP 1999-A
SUBI Securities Account for the benefit of HTC LP and (B) the HTA LP/HTD LP
1999-A SUBI Certificate from the HTA LP 1999-A SUBI Securities Account to the
HTD LP 1999-A SUBI Securities Account for the benefit of HTD LP, and (ii) HTB LP
shall instruct the 1999-A Securities Intermediary to transfer (A) the HTB LP/HTC
LP 1999-A SUBI Certificate from the HTB LP 1999-A SUBI Securities Account to the
HTC LP 1999-A SUBI Securities Account for the benefit of HTC LP and (B) the HTB
LP/HTD LP 1999-A SUBI Certificate from the HTB LP 1999-A SUBI Securities Account
to the HTD LP 1999-A SUBI Securities Account for the benefit of HTD LP.
(d) On the Closing Date, the 1999-A Securities Intermediary
shall, by book-entry registration, reallocate the beneficial interests
represented by the HTA LP/HTB LP 1999-A SUBI Certificates such that (i) the HTA
LP/HTC LP 1999-A SUBI Certificate and the HTB LP/HTC LP 1999-A SUBI Certificate
shall be replaced by the HTC LP 1999-A SUBI Certificate and the HTC LP Retained
1999-A SUBI Certificate, each of which shall be registered as being held by HTC
LP, and (ii) the HTA LP/HTD LP 1999-A SUBI Certificate and the HTB LP/HTD LP
1999-A SUBI Certificate shall be replaced by the HTD LP 1999-A SUBI Certificate
and the HTD LP Retained 1999-A SUBI Certificate, each of which shall be
registered as being held by HTD LP. The HTC LP 1999-A SUBI Certificate and the
HTD LP 1999-A SUBI Certificate are collectively referred to herein as the
"1999-A SUBI Certificates"; the HTC LP Retained 1999-A SUBI Certificate and the
HTD LP Retained 1999-A SUBI Certificate are collectively referred to herein as
the "Retained 1999-A SUBI Certificates". The 1999-A SUBI Certificates and the
Retained 1999-A SUBI Certificates shall collectively represent 100% of the
beneficial interests in the 1999-A SUBI (excluding the 1999-A Residual Value
Insurance Certificates and the 1999-A Residual Value Insurance Proceeds
represented thereby) and the 1999-A SUBI Assets. The HTA LP/HTB LP 1999-A SUBI
Certificates shall be cancelled upon being exchanged for the 1999-A SUBI
Certificates and the Retained 1999-A SUBI Certificates. The Origination Trustee
is hereby instructed to issue the 1999-A SUBI Certificates and Retained 1999-A
SUBI Certificates substantially in the forms of Exhibits B and C attached
hereto, respectively, with such letters, numbers or other marks of
identification and such legends and endorsements placed thereon as may,
consistently herewith and with the Origination Trust Agreement, be directed by
HTC LP and HTD LP. HTC LP and HTD LP shall acquire beneficial and record
ownership of the 1999-A SUBI Certificates and the Retained 1999-A SUBI
Certificates and shall be required to retain beneficial and record ownership of
the Retained 1999-A SUBI Certificates until the 1999-A SUBI has been terminated.
Any attempted transfer of the Retained 1999-A SUBI Certificates shall be null
and void, except as permitted under the 1999-A Securitization Documents.
(e) If certificated, the 1999-A SUBI Certificates and the
Retained 1999-A SUBI Certificates may be printed, lithographed, typewritten,
mimeographed, photocopied or otherwise produced in any other manner as may,
consistently herewith and with the Origination Trust Agreement, be determined by
HTC LP and HTD LP. The Origination Trustee is hereby directed to issue and
register each of the 1999-A SUBI Certificates and each of the Retained 1999-A
SUBI Certificates in the name of the 1999-A Securities Intermediary in such
capacity, on behalf of and for the benefit of HTC LP and HTD LP, and to deliver
such 1999-A SUBI Certificates
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and Retained 1999-A SUBI Certificates to the 1999-A Securities Intermediary upon
the order of HTC LP and HTD LP.
(f) On the Closing Date, HTC LP shall direct the 1999-A
Securities Intermediary in writing to effect the transfer of the HTC LP 1999-A
SUBI Certificate and the HTC LP Retained 1999-A SUBI Certificate to the HTC LP
1999-A SUBI Securities Account, and HTD LP shall direct the 1999-A Securities
Intermediary in writing to effect the transfer of the HTD LP 1999-A SUBI
Certificate and the HTD LP Retained 1999-A SUBI Certificate to the HTD LP 1999-A
SUBI Securities Account. Thereafter, HTC LP and HTD LP shall jointly direct the
1999-A Securities Intermediary in writing to effect the transfer of the 1999-A
SUBI Certificates to the 99.8% 1999-A SUBI Securities Account. HTC LP and HTD LP
shall not transfer the Retained 1999-A SUBI Certificates in connection with the
transfer of the 1999-A SUBI Certificates.
(g) The HTC LP 1999-A SUBI Certificate and the HTC LP Retained
1999-A SUBI Certificate shall initially be held in the HTC LP 1999-A SUBI
Securities Account, and the HTD LP 1999-A SUBI Certificate and the HTD LP
Retained 1999-A SUBI Certificate shall be initially held in the HTD LP 1999-A
SUBI Securities Account.
(h) On the Closing Date, the 1999-A Indenture Trustee shall
be, and thereafter for so long as the lien of the Indenture is in place shall
continue to be, registered as the Registered Pledgee of the 1999-A SUBI
Certificates held by the 1999-A Securitization Trust and pledged as part of the
1999-A Securitization Trust Estate to secure the 1999-A Securitization Trust's
obligations under the Indenture. As the Registered Pledgee, the 1999-A Indenture
Trustee shall be entitled to exercise any and all rights or powers of a Holder
hereunder, to the extent set forth in Sections 6.02 and 6.03 of the Indenture.
(i) Pursuant to Section 3.04 of the Origination Trust
Agreement, the 1999-A SUBI Certificates may not be transferred or assigned
except as provided in connection with the termination of the 1999-A
Securitization Trust pursuant to Article Seven of the 1999-A Securitization
Trust Agreement, subject to the assignee or pledgee (x) giving a non-petition
covenant substantially similar to that set forth in Section 6.16 of the 1999-A
Securitization Trust Agreement and (y) executing an agreement between or among
itself and each UTI Beneficiary and each SUBI Beneficiary of each SUBI relating
to another Sub-Trust, to release all claims to the Trust Assets allocated to the
UTI Sub-Trust or to such other SUBI Sub-Trust and, in the event that such
release is not given effect, to fully subordinate all claims it may be deemed to
have against the Trust Assets allocated thereto (which agreement may be included
in the 1999-A SUBI Certificates themselves). Notwithstanding the foregoing,
1999-A SUBI Certificates may, at any time, be transferred or assigned to HTA LP,
HTB LP, HTC LP, HTD LP or any of their respective Affiliates.
Neither the 1999-A SUBI Certificates nor the Retained 1999-A
SUBI Certificates shall be transferred or assigned except to a transferee or
assignee who is (i) the holder of a 1999-A SUBI Certificate or a Retained 1999-A
SUBI Certificate on the date of such transfer or (ii) HTA LP, HTB LP, HTC LP,
HTD LP or any of their respective Affiliates.
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Any transfer or exchange of any 1999-A SUBI Certificate,
Retained 1999-A SUBI Certificate or other certificate representing a beneficial
interest in the 1999-A SUBI, to the extent such transfer or exchange is
permitted by this 1999-A SUBI Supplement and the Basic Documents, may be
uncertificated and evidenced solely by book-entry registration of such transfer
or exchange.
12.04 ISSUANCE AND FORM OF RESIDUAL VALUE INSURANCE CERTIFICATES.
(a) The beneficial interest in the 1999-A Residual Value
Insurance Proceeds shall be represented by the 1999-A Residual Value Insurance
Certificates. The 1999-A Residual Value Insurance Certificates shall
collectively represent 100% of the beneficial interests in the 1999-A Residual
Value Insurance Proceeds, and the 1999-A Residual Value Insurance Certificates
and the HTA LP/HTB LP 1999-A SUBI Certificates shall collectively represent 100%
of the beneficial interests in the 1999-A SUBI. The Origination Trustee is
hereby instructed to issue the 1999-A Residual Value Insurance Certificates,
each substantially in the form of Exhibit D attached hereto, with such letters,
numbers or other marks of identification and such legends and endorsements
placed thereon as may, consistently herewith and with the Origination Trust
Agreement, be directed by the UTI Beneficiaries. If certificated, the 1999-A
Residual Value Insurance Certificates may be printed, lithographed, typewritten,
mimeographed, photocopied or otherwise produced in any other manner as may,
consistently herewith and with the Origination Trust Agreement, be determined by
the UTI Beneficiaries. The Origination Trustee is hereby directed to issue and
register the 1999-A Residual Value Insurance Certificates in the name of the
1999-A Securities Intermediary in such capacity, on behalf of and for the
benefit of the UTI Beneficiaries, and to deliver the 1999-A Residual Value
Insurance Certificates on the Closing Date to the 1999-A Securities Intermediary
upon the order of the UTI Beneficiaries. On the Closing Date, the UTI
Beneficiaries shall direct the 1999-A Securities Intermediary in writing to
deliver (i) the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate and
the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate to the HTA LP
1999-A SUBI Securities Account and (ii) the HTB LP/HTC LP 1999-A Residual Value
Insurance Certificate and the HTB LP/HTD LP 1999-A Residual Value Insurance
Certificate to the HTB LP 1999-A SUBI Securities Account. HTA LP shall acquire
beneficial and record ownership of the HTA LP/HTC LP 1999-A Residual Value
Insurance Certificate and the HTA LP/HTD LP 1999-A Residual Value Insurance
Certificate, and HTB LP shall acquire beneficial and record ownership of the HTB
LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP
1999-A Residual Value Insurance Certificate.
(b) The HTA LP/HTC LP 1999-A Residual Value Insurance
Certificate and the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate
shall initially be held in the HTA LP 1999-A SUBI Securities Account, and the
HTB LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP
1999-A Residual Value Insurance Certificate shall initially be held in the HTB
LP 1999-A SUBI Securities Account.
(c) On the Closing Date, (i) HTA LP shall instruct the 1999-A
Securities Intermediary to transfer (A) the HTA LP/HTC LP 1999-A Residual Value
Insurance Certificate from the HTA LP 1999-A SUBI Securities Account to the HTC
LP 1999-A SUBI Securities Account for the benefit of HTC LP and (B) the HTA
LP/HTD LP 1999-A Residual Value Insurance Certificate from the HTA LP 1999-A
SUBI Securities Account to the HTD LP 1999-A SUBI Securities Account for the
benefit of HTD LP, and (ii) HTB LP shall instruct the 1999-A Securities
Intermediary to transfer (A) the HTB LP/HTC LP 1999-A
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Insurance Certificate from the HTB LP 1999-A SUBI Securities Account to the HTC
LP 1999-A SUBI Securities Account for the benefit of HTC LP and (B) the HTB
LP/HTD LP 1999-A Residual Value Insurance Certificate from the HTB LP 1999-A
SUBI Securities Account to the HTD LP 1999-A SUBI Securities Account for the
benefit of HTD LP.
(d) HTC LP and HTD LP shall acquire beneficial and record
ownership of the 1999-A Residual Value Insurance Certificates.
(e) Thereafter, HTC LP and HTD LP shall jointly direct the
1999-A Securities Intermediary in writing to effect the transfer of the 1999-A
Residual Value Insurance Certificates to the 1999-A Residual Value Insurance
Securities Account.
(f) On the Closing Date, the 1999-A Owner Trustee shall be and
thereafter for so long as the lien of the Indenture is in place against the
1999-A SUBI Assets shall continue to be, registered as the Registered Pledgee of
the 1999-A Residual Value Insurance Certificates held by the 1999-A
Securitization Trust with respect to the 1999-A Residual Value Insurance
Co-Trust. As the Registered Pledgee, the 1999-A Owner Trustee shall be entitled
to exercise any and all rights or powers of a holder of a 1999-A Residual Value
Insurance Certificate hereunder.
(g) The 1999-A Residual Value Insurance Certificates may not
be transferred or assigned except as provided in connection with the termination
of the 1999-A Securitization Trust pursuant to Article Seven of the 1999-A
Securitization Trust Agreement, subject to the assignee or pledgee (x) giving a
non-petition covenant substantially similar to that set forth in Section 6.16 of
the 1999-A Securitization Trust Agreement and (y) executing an agreement between
or among itself and each UTI Beneficiary and each SUBI Beneficiary of each SUBI
relating to another Sub-Trust, to release all claims to the 1999-A Residual
Value Insurance Proceeds allocated to the UTI Sub-Trust or to the trust through
which such other beneficiary claims its interest and, in the event that such
release is not given effect, to fully subordinate all claims it may be deemed to
have against the Trust Assets (including the 1999-A Residual Value Insurance
Proceeds) allocated thereto (which agreement may be included in the 1999-A
Residual Value Insurance Certificates themselves). Notwithstanding the
foregoing, 1999-A Residual Value Insurance Certificates may, at any time, be
transferred or assigned to HTA LP, HTB LP, HTC LP, HTD LP or any of their
respective Affiliates.
None of the 1999-A Residual Value Insurance Certificates shall
be transferred or assigned except to a transferee or assignee who is (i) the
holder of a 1999-A Residual Value Insurance Certificate on the date of such
transfer or (ii) HTA LP, HTB LP, HTC LP, HTD LP or any of their respective
Affiliates.
Any transfer of any 1999-A Residual Value Insurance
Certificate or other certificate representing a beneficial interest in the
1999-A Residual Value Insurance Proceeds, to the extent transfer is permitted by
this 1999-A SUBI Supplement and the Basic Documents, may be uncertificated and
evidenced solely by book-entry registration of such transfer.
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12.05 FILINGS.
The Grantors, the UTI Beneficiaries (if different from the
Grantors) and the Origination Trustee, as directed by the Grantors or the UTI
Beneficiaries, will undertake all other and future actions and activities as may
be deemed reasonably necessary by the Grantors or the UTI Beneficiaries to
perfect (or evidence) and confirm the allocation of the 1999-A SUBI Assets to
the 1999-A SUBI Sub-Trust as provided herein, including filing or causing to be
filed UCC financing statements and executing and delivering all related filings,
documents or writings as may be deemed reasonably necessary by the Servicer
hereunder or under any other agreements or instruments relating to such
Securitization. The Grantors hereby irrevocably make and appoint each of the
Origination Trustee and the Servicer (in the case of the Servicer, only for so
long as the Servicer is acting in such capacity), and any of their respective
officers, employees or agents, as the true and lawful attorney-in-fact of the
Grantors (which appointment is coupled with an interest and is irrevocable) with
power to sign on behalf of the Grantors any financing statements, continuation
statements, security agreements, mortgages, assignments, affidavits, letters of
authority, notices or similar documents necessary or appropriate to be executed
or filed pursuant to this Section 12.04.
12.06 TERMINATION OF 1999-A SUBI.
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 succession of the Servicer to all of the
interest in the 1999-A SUBI, the 1999-A SUBI Certificates and the Retained
1999-A SUBI Certificates, should all of the interest in the 1999-A SUBI
thereafter be transferred to the UTI Beneficiaries, whether by sale or
otherwise, then, upon the direction of the UTI Beneficiaries, the 1999-A SUBI
shall be terminated, the 1999-A SUBI Certificates, the Retained 1999-A SUBI
Certificates and the 1999-A Residual Value Insurance Certificates shall be
returned to the Origination Trustee and canceled thereby, and the Origination
Trustee, at the direction of the Servicer, shall reallocate all 1999-A
Contracts, 1999-A Leased Vehicles and related 1999-A SUBI Assets to the UTI
Sub-Trust.
12.07 REPRESENTATIONS AND WARRANTIES OF ORIGINATION TRUSTEE.
The Origination Trustee hereby makes the same representations
and warranties set forth in Section 5.12 of the Origination Trust Agreement as
of the date hereof, on which the Grantors and UTI Beneficiaries have relied in
executing this 1999-A SUBI Supplement and on which each of their permitted
assignees and pledgees, and each pledgee or holder of a 1999-A SUBI Certificate,
Retained 1999-A SUBI Certificate or 1999-A Residual Value Insurance Certificate
(and each Beneficiary of a 1999-A SUBI Certificate, Retained 1999-A SUBI
Certificate or 1999-A Residual Value Insurance Certificate) may rely.
12.08 RESIGNATION OR REMOVAL OF ORIGINATION TRUSTEE.
No resignation or removal of the Origination Trustee pursuant to
any provision of the Origination Trust Agreement shall be effective unless and
until each Rating Agency has confirmed, in writing, that such resignation or
removal would not cause it to reduce, modify or
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withdraw its then current rating of any class of securities issued by the 1999-A
Securitization Trust.
ARTICLE THIRTEEN
ACCOUNTS; CASH FLOWS; ELIGIBLE INVESTMENTS
13.01 1999-A SUBI COLLECTION ACCOUNT.
(a) Notwithstanding Section 4.02(a) of the Origination Trust
Agreement, the Servicer, on behalf of the Origination Trustee, shall establish
in the Origination Trustee's name, and maintain with respect to the 1999-A SUBI,
the 1999-A SUBI Collection Account for the benefit of (a) the Beneficiaries of
the 1999-A SUBI Certificates and the Retained 1999-A SUBI Certificates, (b) to
the extent provided below, the Origination Trustee and (c) to the extent 1999-A
Residual Value Insurance Proceeds are deposited therein, Beneficiaries of the
1999-A Residual Value Insurance Certificates, which account shall constitute a
SUBI Collection Account. The 1999-A SUBI Collection Account initially shall be
established with U.S. Bank National Association and at all times shall be an
Eligible Account. If the institution maintaining the 1999-A SUBI Collection
Account no longer meets the requirements stated in the definition of Eligible
Account, then the Servicer shall, with the Origination Trustee's assistance as
necessary, cause the 1999-A SUBI Collection Account to be moved to a bank or
trust company that satisfies those requirements. In connection with any
termination of the 1999-A Securitization Trust pursuant to Article Seven of the
1999-A Securitization Trust Agreement, the Origination Trustee may transfer the
1999-A SUBI Collection Account to the Trust Agent. The 1999-A SUBI Collection
Account shall relate solely to the 1999-A SUBI and the 1999-A SUBI Sub-Trust,
and funds therein shall not be commingled with any other monies, except as
otherwise provided for or contemplated in Section 4.02 of the Origination Trust
Agreement as supplemented by this 1999-A SUBI Supplement and in the 1999-A
Servicing Supplement. All amounts held in the 1999-A SUBI Collection Account
shall be invested in Eligible Investments until distributed or otherwise applied
in accordance with Article Four of the Origination Trust Agreement or Sections
13.01(b), 13.01(c), 13.02, 13.03, 13.04 or 13.05 of this 1999-A SUBI Supplement.
The Origination Trustee shall be a beneficiary of the 1999-A SUBI Collection
Account only to the extent that amounts described in Sections 5.03(c) and 5.05
of the Origination Trust Agreement are not paid or reimbursed to the Origination
Trustee pursuant to such sections from a SUBI Lease Account, or paid directly by
the Servicer pursuant to the terms of the 1999-A Securitization Trust Agreement;
any such amounts shall be withdrawn from the 1999-A SUBI Collection Account only
for such purposes and only to the extent set forth in Section 3.03 of the 1999-A
Securitization Trust Agreement, or as set forth in this Section 13.01(a) if the
1999-A SUBI Collection Account has been transferred to the Trust Agent.
(b) The Servicer shall deposit into the 1999-A SUBI Collection
Account all Collections received in respect of the 1999-A Contracts and 1999-A
Leased Vehicles (in each case exclusive of the 1999-A Residual Value Insurance
Proceeds and the proceeds of any other residual value insurance policies),
except as otherwise specified herein or in the 1999-A Servicing Supplement (in
connection with any failure to satisfy the Monthly Remittance Conditions).
Amounts so deposited will be applied by the 1999-A Owner Trustee, by the 1999-
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A Indenture Trustee or by the Servicer as specified in the 1999-A
Securitization Trust Agreement and the 1999-A Servicing Supplement.
(c) It is the intent of the parties hereto that the 1999-A
Residual Value Insurance Proceeds (and the proceeds of any other residual value
insurance policies) applicable to the 1999-A Leased Vehicles and the 1999-A
Contracts will be payable by the insurer of the Residual Value Insurance Policy
or such other residual value insurance policies directly to HTC LP and HTD LP,
whereupon such proceeds shall then be transferred (i) from HTC LP and HTD LP to
the 1999-A Residual Value Insurance Co-Trust pursuant to the terms of the 1999-A
Securitization Trust Agreement and this 1999-A SUBI Supplement, (ii) from the
1999-A Residual Value Insurance Co-Trust to HTC LP and HTD LP pursuant to the
terms of the 1999-A Securitization Trust Agreement, this 1999-A SUBI Supplement
and the Co-Trust Insurance Premium Subordinated Notes and (iii) from HTC LP and
HTD LP to HTA LP and HTB LP pursuant to the terms of the 1999-A Securitization
Trust Agreement, this 1999-A SUBI Supplement, the HTC LP Insurance Premium
Subordinated Notes and the HTD LP Insurance Premium Subordinated Notes, and
neither the 1999-A Residual Value Insurance Proceeds nor the proceeds of any
other residual value insurance policies will under any circumstances be subject
to the lien of the 1999-A Securitization Trust Agreement. If, notwithstanding
the foregoing, any such amounts are in fact paid to the Servicer or deposited in
any SUBI Account or other account established by the Origination Trustee, the
1999-A Owner Trustee or the 1999-A Indenture Trustee, then such amounts will be
distributed as soon as possible to the 1999-A Owner Trustee, on behalf of the
1999-A Securitization Trust with respect to the 1999-A Residual Value Insurance
Co-Trust, by the Origination Trustee, the 1999-A Indenture Trustee, the 1999-A
Owner Trustee or the Servicer, as the case may be, and such amounts shall be
deposited into the 1999-A Residual Value Insurance Proceeds Account.
(d) From and after the date, if any, on which the Monthly
Remittance Conditions cease to be satisfied, the Servicer will deposit all
Principal Collections and Interest Collections into the 1999-A SUBI Collection
Account as set forth in Section 9.02 of the 1999-A Servicing Supplement within
two Business Days of the Servicer's receipt thereof.
13.02 1999-A SUBI LEASE ACCOUNT.
Notwithstanding the provisions of Section 4.04 of the
Origination Trust Agreement, the Servicer shall be required to establish and
maintain with respect to the 1999-A SUBI the 1999-A SUBI Lease Account in the
name of the Origination Trustee, which account shall constitute a SUBI Lease
Account, only if the Monthly Remittance Conditions are no longer satisfied. Such
account shall be for the benefit of the Beneficiaries of the 1999-A SUBI
Certificates and the Retained 1999-A SUBI Certificates. Any such 1999-A SUBI
Lease Account initially shall be established with U.S. Bank, as Trust Agent, and
at all times shall be an Eligible Account. If the Trust Agent no longer meets
the requirements stated in the definition of Eligible Account, then the Servicer
shall, with the Origination Trustee's assistance as necessary, cause the 1999-A
SUBI Lease Account to be moved to a bank or trust company that satisfies those
requirements. The 1999-A SUBI Lease Account shall relate solely to the 1999-A
SUBI and the 1999-A SUBI Portfolio, and funds therein shall not be commingled
with any other monies, except as otherwise provided for or contemplated in the
Origination Trust Agreement as
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supplemented by this 1999-A SUBI Supplement or the 1999-A Servicing Supplement.
All amounts held in the 1999-A SUBI Lease Account shall be invested in Eligible
Investments until distributed or otherwise applied in accordance with the
Origination Trust Agreement, this 1999-A SUBI Supplement, the 1999-A Servicing
Supplement or the Servicing Agreement. All transfers of funds into and out of
the 1999-A SUBI Lease Account shall be made in accordance with Section 4.04 of
the Origination Trust Agreement.
13.03 1999-A PAYAHEAD ACCOUNT.
If, and only if, the Monthly Remittance Conditions are no
longer satisfied, the Origination Trustee shall establish and the Trust Agent
shall maintain with respect to the 1999-A SUBI, a 1999-A Payahead Account in the
name of the Origination Trustee, for the benefit of the Holders of the 1999-A
SUBI Certificates and the Retained 1999-A SUBI Certificates, which account shall
constitute a Payahead Account. Any such 1999-A Payahead Account initially shall
be established with U.S. Bank, as Trust Agent, and at all times shall be an
Eligible Account. If the Trust Agent no longer meets the requirements of an
Eligible Account, the Servicer shall, with the Origination Trustee's assistance
as necessary, cause the 1999-A Payahead Account to be moved to a bank or trust
company that satisfies these requirements. The 1999-A Payahead Account shall
relate solely to the 1999-A SUBI and the 1999-A SUBI Portfolio and funds therein
shall not be commingled with any other monies, except as otherwise provided for
or contemplated in the Origination Trust Agreement, this 1999-A SUBI Supplement,
the 1999-A Servicing Supplement or the Servicing Agreement. All amounts held in
the 1999-A Payahead Account shall be invested in Eligible Investments until
distributed or otherwise applied in accordance with the Origination Trust
Agreement, this 1999-A SUBI Supplement, the 1999-A Servicing Supplement or the
Servicing Agreement. All transfers of funds into and out of the 1999-A Payahead
Account shall be made in accordance with Section 2.06 of the Servicing
Agreement.
13.04 INVESTMENT GAINS AND LOSSES.
Except as otherwise provided herein, all or a portion of the
funds deposited into the 1999-A SUBI Accounts shall be separately invested by
the Origination Trustee, the 1999-A Owner Trustee or the 1999-A Indenture
Trustee, as applicable, from time to time at the written direction of the
Servicer, in Eligible Investments. All income, gain or loss from investment of
monies in the 1999-A SUBI Lease Account shall be for the benefit of the
Origination Trustee on behalf of the Origination Trust and credited or debited,
as the case may be, from such account; PROVIDED that each such investment shall
be made in the name of the Origination Trustee on behalf of the Origination
Trust, its nominee or its Financial Intermediary. All income, gain or loss from
investment of monies in the 1999-A Note Distribution Account shall be for the
benefit of the Noteholders and credited or debited, as the case may be, from
such account; PROVIDED that each such investment shall be made in the name of
the 1999-A Indenture Trustee on behalf of the Noteholders, their nominee or
their Financial Intermediary. All income, gain or loss from investment of monies
in the 1999-A Certificate Distribution Account shall be for the benefit of the
Certificateholders and credited or debited, as the case may be, from such
account; PROVIDED that each such investment shall be made in the name of the
1999-A Owner Trustee on behalf of the 1999-A Securitization Trust, its nominee
or its Financial Intermediary. All income, gain or
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loss from investment of monies in the 1999-A SUBI Collection Account shall be
for benefit of the Servicer and credited or debited, as the case may be, from
such account; PROVIDED that each such investment shall be made in the name of
the Origination Trustee on behalf of the Origination Trust, its nominee or
Financial Intermediary. All income, gain or loss from investment of monies in
the 1999-A Payahead Account shall be for the benefit of the Origination Trustee
on behalf of the Origination Trust and credited or debited, as the case may be,
from such account; PROVIDED that each such investment shall be made in the name
of the Origination Trustee on behalf of the Origination Trust, its nominee or
its Financial Intermediary. All income and gain from investment of monies in the
Reserve Fund shall be for the benefit of HTC LP and HTD LP and shall be paid to
HTC LP and HTD LP in accordance with the terms of the 1999-A Securitization
Trust Agreement, while any loss from investment of monies in the Reserve Fund
shall be debited from the Reserve Fund; PROVIDED that each such investment shall
be made in the name of the 1999-A Indenture Trustee on behalf of the
Noteholders, HTC LP and HTD LP, or in the name of the 1999-A Indenture Trustee's
nominee or its Financial Intermediary. If at any time the Servicer shall not
have given the Origination Trustee, the 1999-A Indenture Trustee or the 1999-A
Owner Trustee, as the case may be, a timely written investment directive with
respect to the 1999-A SUBI Lease Account, the 1999-A Note Distribution Account,
the 1999-A Certificate Distribution Account, the 1999-A SUBI Collection Account
or the 1999-A Payahead Account, the Origination Trustee, the 1999-A Indenture
Trustee or the 1999-A Owner Trustee, as the case may be, shall be retained in
(1) Cash or Cash equivalents or (2) a money market fund offered by the
Origination Trustee or an Affiliate of the Origination Trustee, the 1999-A
Indenture Trustee or an Affiliate of the 1999-A Indenture Trustee or the 1999-A
Owner Trustee or an Affiliate of the 1999-A Owner Trustee, in any case which
money market fund meets the requirements of clause (i) of the definition of
Eligible Investments, which investment, whether under clause (1) or clause (2),
matures no later than the Business Day immediately preceding the next succeeding
Distribution Date. Neither the 1999-A Owner Trustee nor the 1999-A Indenture
Trustee shall be liable for the selection of investments or for investment
losses incurred thereon in accordance with the instructions of the Servicer or
as otherwise specified in this Section 13.05. Neither the 1999-A Owner Trustee
nor the 1999-A Indenture Trustee shall have any liabilities in respect of losses
incurred as a result of the liquidation of any investment prior to its stated
maturity or the failure of the Servicer to provide timely written investment
directions.
13.05 REBALANCING AFTER THIRD-PARTY CLAIM.
To the extent that a third-party Claim against Trust Assets is
satisfied out of Trust Assets in proportions other than as provided in Section
3.08 of the Origination Trust Agreement, then, notwithstanding anything to the
contrary contained herein, the Origination Trustee, at the direction of the
Servicer, shall promptly identify and reallocate (or cause the Servicer to
identify and reallocate) the remaining Origination Trust Assets among the UTI
Sub-Trust and each of the SUBI Sub-Trusts, including the 1999-A SUBI Sub-Trust,
such that each shall bear the expense of such Claim as nearly as possible as if
the burden thereof had been allocated as provided in Section 3.08 of the
Origination Trust Agreement.
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13.06 FLOW OF 1999-A RESIDUAL VALUE INSURANCE PROCEEDS.
(a) Each of HTC LP and HTD LP agrees that, immediately upon
receipt of any 1999-A Residual Value Insurance Proceeds or proceeds from any
other residual value insurance polices to the extent such proceeds relate to the
1999-A Contracts or the 1999-A Leased Vehicles (except for any such 1999-A
Residual Value Insurance Proceeds or other proceeds from other residual value
insurance policies which HTC LP and HTD LP receive from the 1999-A Residual
Value Insurance Co-Trust pursuant to subsection (b) below, which proceeds shall
be handled and transferred as set forth in subsections (b) and (c) of this
Section 13.06), it shall transfer such 1999-A Residual Value Insurance Proceeds
to the 1999-A Residual Value Insurance Co-Trust, pursuant to the terms of
Section 3.06 of the 1999-A Securitization Trust Agreement.
(b) After the 1999-A Residual Value Insurance Co-Trust has
received any 1999-A Residual Value Insurance Proceeds from HTC LP and HTD LP
pursuant to subsection (a) above, the 1999-A Residual Value Insurance Co-Trust
will transfer as soon as practicable such 1999-A Residual Value Insurance
Proceeds to HTC LP and HTD LP in accordance with the terms of the 1999-A SUBI
Certificates Purchase and Sale Agreement and the Co-Trust 1999-A Insurance
Premium Subordinated Notes.
(c) After HTC LP and HTD LP have received any 1999-A Residual
Value Insurance Proceeds from the 1999-A Residual Value Insurance Co-Trust
pursuant to subsection (b) above, HTC LP and HTD LP will each transfer as soon
as practicable such 1999-A Residual Value Insurance Proceeds to HTA LP and HTB
LP in accordance with the terms of the 1999-A SUBI Certificates Purchase and
Sale Agreement and the HTC LP/HTD LP 1999-A Insurance Premium Subordinated
Notes.
(d) If, notwithstanding the provisions of this 1999-A SUBI
Supplement, any 1999-A Residual Value Insurance Proceeds are accidentally paid
to the Servicer or deposited in any SUBI Account or other account established by
the Origination Trustee, the 1999-A Owner Trustee or the 1999-A Indenture
Trustee, then such amounts will be distributed as soon as possible to the 1999-A
Owner Trustee, on behalf of the 1999-A Securitization Trust with respect to the
1999-A Residual Value Insurance Co-Trust, by the Origination Trustee, the 1999-A
Indenture Trustee, the 1999-A Owner Trustee or the Servicer, as the case may be,
and such amounts shall be deposited into the 1999-A Residual Value Insurance
Proceeds Account.
ARTICLE FOURTEEN
MISCELLANEOUS PROVISIONS
14.01 GOVERNING LAW
This 1999-A SUBI Supplement shall be created under and
governed by and construed under the internal laws of the State of Delaware,
without regard to any otherwise applicable principles of conflicts of laws, and
the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
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14.02 EFFECT OF 1999-A SUBI SUPPLEMENT ON ORIGINATION TRUST AGREEMENT
(a) Except as otherwise specifically provided herein: (i) the
parties shall continue to be bound by all provisions of the Origination 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
Origination Trust Agreement, as the context may require. In the event of any
conflict between the provisions of this 1999-A SUBI Supplement and the
Origination Trust Agreement with respect to the 1999-A SUBI, the provisions of
this 1999-A SUBI Supplement shall prevail.
(b) For purposes of determining the parties' obligations under
this 1999-A SUBI Supplement with respect to the 1999-A SUBI, general references
in the Origination Trust 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 Payahead Account shall be
deemed to refer more specifically to the 1999-A Payahead Account; (vi) a SUBI
Sub-Trust or SUBI Portfolio shall be deemed to refer more specifically to the
1999-A SUBI Sub-Trust or 1999-A SUBI Portfolio, as the case may be; (vii) a SUBI
Supplement shall be deemed to refer more specifically to this 1999-A SUBI
Supplement; and (viii) a SUBI Servicing Supplement shall be deemed to refer more
specifically to the 1999-A Servicing Supplement.
14.03 AMENDMENT.
(a) The 1999-A SUBI Supplement and the Origination Trust
Agreement may be amended from time to time, to the extent such amendment applies
to or affects only the 1999-A SUBI, the 1999-A SUBI Assets, the 1999-A Residual
Value Insurance Proceeds or the Beneficiaries of the 1999-A SUBI Certificates,
the Retained 1999-A SUBI Certificates or the 1999-A Residual Value Insurance
Certificates, pursuant to the terms of this Section 14.03. Any amendment of the
Origination Trust Agreement that applies to or affects the UTI or any Other SUBI
or any Beneficiary of the UTI or any Other SUBI in addition to the 1999-A SUBI
shall also be subject to the foregoing provisions of this Section 14.03.
(b) This 1999-A SUBI Supplement and the Origination Trust
Agreement may be amended by the respective 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.
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(c) This 1999-A SUBI Supplement and the Origination Trust
Agreement may also be amended from time to time by the respective parties hereto
or thereto if either (A) the 1999-A Indenture Trustee has been 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 14.03(c) or pursuant to any
other provision of this 1999-A SUBI Supplement 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 14.03(b), 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.
(d) The 1999-A Owner Trustee shall provide each Rating Agency
prior notice of any proposed amendment hereto and copies of an Opinion of
Counsel, if relevant, whether or not such amendment requires the approval of the
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 substantial form of the proposed amendment or modification.
(e) Notwithstanding the foregoing, this Section 14.03 does not
modify or supersede any provision in the Origination Trust Agreement with
respect to any amendment of the Origination Trust Agreement or any other SUBI
Supplement that neither applies to nor affects the 1999-A SUBI, the 1999-A SUBI
Sub-Trust, the 1999-A SUBI Assets, the 1999-A Residual Value Insurance Proceeds
or the Beneficiaries of the 1999-A SUBI Certificates, the Retained 1999-A SUBI
Certificates or the 1999-A Residual Value Insurance Certificates, which
amendment shall not be required to comply with the terms of this Section 14.03.
14.04 NOTICES.
(a) The notice provisions of the Origination Trust Agreement
shall apply equally to this 1999-A SUBI Supplement; PROVIDED that any notice to
HTC LP, HTD LP, the 1999-A Securitization Trust, the 1999-A Owner Trustee or the
1999-A Indenture Trustee shall be addressed as follows:
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IF TO HTC LP:
Honda Titling C L.P.
700 Van Ness Avenue
Torrance, California 90501
Attention: General Partner
IF TO HTD LP:
Honda Titling D L.P.
700 Van Ness Avenue
Torrance, California 90501
Attention: General Partner
IF TO THE 1999-A SECURITIZATION TRUST:
U.S. Bank National Association
One Illinois Center
111 East Wacker Drive, Suite 3000
Chicago, Illinois 60601
Attention: Honda Auto Lease Trust 1999-A
IF TO THE 1999-A INDENTURE TRUSTEE:
The Bank of New York
101 Barclay Street, Floor 12E
New York, New York 10286
Attention: Corporate Trust Department
IF TO THE 1999-A OWNER TRUSTEE:
U.S. Bank National Association
One Illinois Center
111 East Wacker Drive, Suite 3000
Chicago, Illinois 60601
Attention: Honda Auto Lease Trust 1999-A
IF TO THE DELAWARE TRUSTEE:
Delaware Trust Capital Management, Inc.
900 Market Street, Second Floor
Wilmington, Delaware 19801
Attention: Corporate Trust Department
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A copy of each notice or other writing required to be
delivered to the Origination Trustee pursuant to the Origination Trust Agreement
or this 1999-A SUBI Supplement shall be addressed and delivered as follows:
HVT, Inc.
One Illinois Center
111 East Wacker Drive, Suite 3000
Chicago, Illinois 60601
Attention: Honda Auto Lease Trust 1999-A
A copy of each notice or other writing required to be
delivered to the Origination Trustee pursuant to the Origination Trust Agreement
shall also be delivered to the 1999-A Owner Trustee insofar as it relates to the
1999-A Securitization Trust.
14.05 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or
terms of this 1999-A SUBI 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 SUBI Supplement and shall in no way affect the validity or enforceability
of the other provisions of this 1999-A SUBI Supplement or of the 1999-A SUBI
Certificates, the Retained 1999-A SUBI Certificates or the 1999-A Residual Value
Insurance Certificates or the rights of the holders thereof. To the extent
permitted by law, the parties hereto waive any provision of law that renders any
provision of this 1999-A SUBI Supplement invalid or unenforceable in any
respect.
14.06 COUNTERPARTS.
This 1999-A SUBI 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.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, HTA LP, HTB LP, HTC LP, HTD LP, the
Servicer, the Origination Trustee on behalf of the Origination Trust, the
Delaware Trustee and U.S. Bank, as Trust Agent and, solely for the limited
purposes set forth herein, as 1999-A Owner Trustee, have caused this 1999-A SUBI
Supplement to be duly executed by their respective officers duly authorized as
of the day and year first above written.
HONDA TITLING A L.P.,
as Grantor and UTI Beneficiary
By: Honda Titling A LLC, its general partner
By: Honda Titling Inc., as its manager
By: /s/ Y. KOHAMA
------------------------------------
Name: Y. Kohama
Title: President
HONDA TITLING B L.P.,
as Grantor and UTI Beneficiary
By: Honda Titling B LLC, its general partner
By: Honda Titling Inc., as its manager
By: /s/ Y. KOHAMA
------------------------------------
Name: Y. Kohama
Title: President
HONDA TITLING C L.P.,
as Grantor and UTI Beneficiary
By: Honda Titling C LLC, its general partner
By: Honda Funding Inc., as its manager
By: /s/ Y. KOHAMA
------------------------------------
Name: Y. Kohama
Title: President
HONDA TITLING D L.P.,
as Grantor and UTI Beneficiary
By: Honda Titling D LLC, its general partner
By: Honda Funding Inc., as its manager
By: /s/ Y. KOHAMA
------------------------------------
Name: Y. Kohama
Title: President
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AMERICAN HONDA FINANCE CORPORATION, as Servicer
By: /s/ Y. KOHAMA
------------------------------------
Name: Y. Kohama
Title: President
HVT, INC., as Origination Trustee of the Honda
Lease Trust
By: /s/ PATRICIA M. CHILD
------------------------------------
Name: Patricia M. Child
Title: Vice President
DELAWARE TRUST CAPITAL
MANAGEMENT, INC., as Delaware Trustee of
the Honda Lease Trust
By: /s/ STEPHEN J. KABA
------------------------------------
Name: Stephen J. Kaba
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent and, for Certain Limited
Purposes, as 1999-A Owner Trustee
By: /s/ PATRICIA M. CHILD
------------------------------------
Name: Patricia M. Child
Title: Vice President
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SCHEDULE I
SCHEDULE OF 1999-A CONTRACTS AND
1999-A LEASED VEHICLES AS OF THE CUTOFF DATE
(Omitted. On file with the Servicer, the Origination Trustee,
the 1999-A Owner Trustee and the 1999-A Indenture Trustee.)
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EXHIBIT A
HONDA LEASE TRUST
FORM OF HTA LP/HTB LP 1999-A SUBI CERTIFICATE
Evidencing interests in specified 1999-A SUBI Assets within
the 1999-A SUBI Sub-Trust (as defined below).
This Certificate does not represent any obligation of, or an
interest in, American Honda Finance Corporation, Honda Titling A L.P., Honda
Titling B L.P., Honda Titling Inc., HVT, Inc., Delaware Trust Capital
Management, Inc., Honda Titling C L.P., Honda Titling D L.P., Honda Funding
Inc., or any of their respective affiliates.
Number [1/2/3/4]
THIS CERTIFIES THAT U.S. BANK NATIONAL ASSOCIATION, IN ITS
CAPACITY AS SECURITIES INTERMEDIARY, is the registered owner of a nonassessable,
fully-paid, [98.01%] [0.99%] [0.99%] [0.01%] beneficial interest in specified
assets of the 1999-A SUBI (the "1999-A SUBI") which in turn is comprised of
interests in the assets of the 1999-A SUBI Sub-Trust (the "1999-A SUBI
Sub-Trust") of the Honda Lease Trust, a Delaware business trust (the
"Origination Trust"), formed pursuant to the Second Amended and Restated Trust
and Servicing Agreement, dated as of April 1, 1998 (the "Origination Trust
Agreement"), by and among Honda Titling A L.P. and Honda Titling B L.P., as
Grantors and UTI Beneficiaries (in such capacities, the "Grantors" and the "UTI
Beneficiaries"), HVT, Inc., a Delaware corporation (the "Origination Trustee"),
Delaware Trust Capital Management, Inc., a Delaware corporation, as Delaware
trustee (the "Delaware Trustee"), American Honda Finance Corporation, as
servicer (the "Servicer"), and, for certain limited purposes set forth therein,
U.S. Bank National Association, a national banking association ("U.S. Bank"), as
trust agent (in such capacity, the "Trust Agent"). A summary of certain of the
provisions of the Origination Trust Agreement and the 1999-A SUBI Supplement is
set forth below. Capitalized terms used and not otherwise defined herein have
the meanings ascribed thereto in the Agreement of Definitions dated as of July
1, 1999, 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.
This [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB
LP/HTD LP] 1999-A SUBI Certificate, the [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB
LP/HTC LP] [HTB LP/HTD LP] 1999-A SUBI Certificate, the [HTA LP/HTC LP] [HTA
LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A SUBI Certificate and the [HTA
LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A SUBI
Certificate are duly
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authorized SUBI Certificates issued under the 1999-A SUBI Supplement to the
Origination Trust Agreement (the "1999-A SUBI Supplement") dated as of July 1,
1999, among the UTI Beneficiaries, the Transferors, the Origination Trustee, the
Servicer and U.S. Bank, as Trust Agent and, for certain limited purposes as set
forth therein, as 1999-A Owner Trustee. This [HTA LP/HTC LP] [HTA LP/HTD LP]
[HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A SUBI Certificate is subject to the terms,
provisions and conditions of the Origination Trust Agreement and the 1999-A SUBI
Supplement, to which any Beneficiary of this [HTA LP/HTC LP] [HTA LP/HTD LP]
[HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A SUBI Certificate or any interest herein
by virtue of the acceptance hereof or of any interest herein hereby assents and
by which such SUBI Beneficiary is bound.
Also issued or to be issued under the Origination Trust
Agreement are various other series of certificates evidencing undivided
interests in the 1999-A SUBI Sub-Trust and in other Sub-Trusts of the
Origination Trust. Prior to the date of initial issue of this [HTA LP/HTC LP]
[HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A SUBI Certificate, the
following certificates have been issued: (i) UTI Certificate No. 1, representing
99% of the beneficial interests in the UTI and (ii) UTI Certificate No. 2,
representing 1% of the beneficial interests in the UTI. SUBI Certificates
representing 100% of the undivided interests in each other SUBI to be formed
will be issued in connection with the formation of each related SUBI Sub-Trust.
Concurrently herewith, on the date of initial issue of this [HTA LP/HTC LP] [HTA
LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A SUBI Certificate, the
Origination Trust is also issuing (a) SUBI Certificate No. [1/2/3/4],
representing [98.01%] [0.99%] [0.99%] [0.01%] of the beneficial interests in the
1999-A SUBI Assets (which do not include any 1999-A Residual Value Insurance
Proceeds or any residual value insurance policies relating to the 1999-A
Contracts or 1999-A Leased Vehicles), (b) SUBI Certificate No. [1/2/3/4],
representing [98.01%] [0.99%] [0.99%] [0.01%] of the beneficial interests in the
1999-A SUBI Assets (which do not include any 1999-A Residual Value Insurance
Proceeds or any residual value insurance policies relating to the 1999-A
Contracts or 1999-A Leased Vehicles), (c) SUBI Certificate No. [1/2/3/4],
representing [98.01%] [0.99%] [0.99%] [0.01%] of the beneficial interests in the
1999-A SUBI Assets (which do not include any 1999-A Residual Value Insurance
Proceeds or any residual value insurance policies relating to the 1999-A
Contracts or 1999-A Leased Vehicles), (d) Residual Value Insurance Certificate
No. 1, representing a 98.01% beneficial interest in the 1999-A Residual Value
Insurance Proceeds, (e) Residual Value Insurance Certificate No. 2, representing
a 0.99% beneficial interest in the 1999-A Residual Value Insurance Proceeds, (f)
Residual Value Insurance Certificate No. 3, representing a 0.99% beneficial
interest in the 1999-A Residual Value Insurance Proceeds, and (g) Residual Value
Insurance Certificate No. 4, representing a 0.01% beneficial interest in the
1999-A Residual Value Insurance Proceeds.
The property of the Origination Trust is identified in the
Origination Trust Agreement and the property of the 1999-A SUBI Sub-Trust is
identified in the 1999-A SUBI Supplement. Pursuant to the 1999-A SUBI
Supplement, the 1999-A SUBI Assets and the 1999-A Residual Value Insurance
Proceeds were identified and allocated on the records of the Origination Trust
as a separate SUBI Sub-Trust (the "1999-A SUBI Sub-Trust"), and the beneficial
interest in the 1999-A SUBI Sub-Trust was designated as a separate SUBI known as
the "1999-A SUBI". The interests in the 1999-A SUBI Sub-Trust are currently
represented by
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eight SUBI Certificates: (i) this [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC
LP] [HTB LP/HTD LP] 1999-A SUBI Certificate evidencing beneficial interests in
[98.01%] [0.99%] [0.99%] [0.01%] of the 1999-A SUBI Assets, (ii) a 1999-A SUBI
Certificate evidencing beneficial interests in [98.01%] [0.99%] [0.99%] [0.01%]
of the 1999-A SUBI Assets, (iii) a 1999-A SUBI Certificate evidencing beneficial
interests in [98.01%] [0.99%] [0.99%] [0.01%] of the 1999-A SUBI Assets, (iv) a
1999-A SUBI Certificate evidencing beneficial interests in [98.01%] [0.99%]
[0.99%] [0.01%] of the 1999-A SUBI Assets, (v) a Residual Value Insurance
Certificate evidencing beneficial interests in 98.01% of the 1999-A Residual
Value Insurance Proceeds, (vi) a Residual Value Insurance Certificate evidencing
beneficial interest in 0.99% of the 1999-A Residual Value Insurance Proceeds,
(vii) a Residual Value Insurance Certificate evidencing beneficial interests in
0.99% of the 1999-A Residual Value Insurance Proceeds, and (viii) a Residual
Value Insurance Certificate evidencing beneficial interest in 0.01% of the
1999-A Residual Value Insurance Proceeds. Any holder of this [HTA LP/HTC LP]
[HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A SUBI Certificate, the
[HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A SUBI
Certificate, the [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP]
1999-A SUBI Certificate, the [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP]
[HTB LP/HTD LP] 1999-A SUBI Certificate, the HTA LP/HTC LP 1999-A Residual Value
Insurance Certificate, the HTA LP/HTD LP 1999-A Residual Value Insurance
Certificate, the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate or
the HTB LP/HTD LP 1999-A Residual Value Insurance Certificate shall be
considered a 1999-A SUBI Beneficiary. The rights of the Beneficiaries of this
[HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A SUBI
Certificate, the [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP]
1999-A SUBI Certificate, the [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP]
[HTB LP/HTD LP] 1999-A SUBI Certificate, the [HTA LP/HTC LP] [HTA LP/HTD LP]
[HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A SUBI Certificate, the HTA LP/HTC LP
1999-A Residual Value Insurance Certificate, the HTA LP/HTD LP 1999-A Residual
Value Insurance Certificate, HTB LP/HTC LP 1999-A Residual Value Insurance
Certificate and the HTB LP/HTD LP 1999-A Residual Value Insurance Certificate to
certain of the proceeds of the 1999-A SUBI Assets and the 1999-A Residual Value
Insurance Proceeds are and will be further set forth in the Origination Trust
Agreement and the 1999-A SUBI Supplement.
This [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB
LP/HTD LP] 1999-A SUBI Certificate is limited in right of payment to certain
collections and recoveries respecting the 1999-A Contracts (and the related
Lessors) and the 1999-A Leased Vehicles allocated to the 1999-A SUBI Sub-Trust,
all to the extent and as more specifically set forth in the Origination Trust
Agreement and the 1999-A SUBI Supplement. Copies of the Origination Trust
Agreement and the 1999-A SUBI Supplement may be examined during normal business
hours at the principal office of the Origination Trustee, and at such other
places, if any, designated by the Origination Trustee, by each 1999-A SUBI
Beneficiary upon request.
By accepting this [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC
LP] [HTB LP/HTD LP] 1999-A SUBI Certificate or any interest herein, the related
SUBI Beneficiary waives and releases any claim to any proceeds or assets of the
Origination Trustee and to all of the Trust Assets other than those from time to
time included within the 1999-A SUBI Sub-Trust
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(except for those evidenced by the 1999-A Residual Value Insurance Certificates)
and those proceeds or assets derived from or earned by the 1999-A SUBI Assets
(except for those evidenced by the 1999-A Residual Value Insurance Certificates
and the proceeds therefrom). In addition, by accepting this [HTA LP/HTC LP] [HTA
LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A SUBI Certificate or any
interest herein, the related SUBI Beneficiary hereby expressly subordinates any
claim or interest in or to any proceeds or assets of the Origination Trustee and
to all of the Trust Assets other than those from time to time included within
the 1999-A SUBI Sub-Trust that may be determined to exist in favor of such SUBI
Beneficiary notwithstanding the foregoing disclaimer to the rights and interests
of each SUBI Beneficiary with respect to Trust Assets other than those included
within the 1999-A SUBI Sub-Trust.
The 1999-A SUBI Supplement and the Origination Trust Agreement
may be amended from time to time, to the extent such amendment applies to or
affects only the 1999-A SUBI and the 1999-A SUBI Portfolio, in accordance with
the provisions of Section 14.03 thereof. Any amendment of the Origination Trust
Agreement or of any other SUBI Supplement that applies to or affects any UTI or
Other SUBI and the 1999-A SUBI or the 1999-A SUBI Portfolio shall also be
subject to the foregoing provisions. The foregoing does not apply to any
amendment of the Origination Trust Agreement or any other SUBI Supplement that
neither applies to nor affects the 1999-A SUBI or the 1999-A SUBI Portfolio, and
such amendments shall not require the consent of any 1999-A SUBI Beneficiary or
the 1999-A Owner Trustee. If approval of any 1999-A SUBI Beneficiary is
required, any such consent shall be conclusive and binding on such Beneficiary
and on all future Beneficiaries hereof whether or not notation of such consent
is made upon this [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD
LP] 1999-A SUBI Certificate.
As provided in the Origination Trust Agreement and the 1999-A
SUBI Supplement, this [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB
LP/HTD LP] 1999-A SUBI Certificate and the underlying interests represented
hereby may not be transferred or assigned, except in accordance with the
provisions thereof.
Prior to due presentation of this [HTA LP/HTC LP] [HTA LP/HTD
LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A SUBI Certificate for registration of
a permitted transfer, the Origination Trustee, the certificate registrar and any
of their respective agents may treat the person or entity in whose name this
[HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A SUBI
Certificate is registered as the owner hereof for the purpose of receiving
distributions and for all other purposes, and, except as provided for in the
Origination Trust Agreement, neither the Origination Trustee, the certificate
registrar nor any such agent shall be affected by any notice to the contrary.
Unless this [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP]
[HTB LP/HTD LP] 1999-A SUBI Certificate shall have been executed by an
authorized officer of the Origination Trustee, by manual signature, this [HTA
LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A SUBI
Certificate shall not entitle the holder hereof to any benefit under the
Origination Trust Agreement or the 1999-A SUBI Supplement or be valid for any
purpose.
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IN WITNESS WHEREOF, the Origination Trustee and the Delaware
Trustee, on behalf of the Origination Trust and not in their individual
capacities, have caused this [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP]
[HTB LP/HTD LP] 1999-A SUBI Certificate to be duly executed.
Dated: July ___, 1999
HONDA LEASE TRUST
By: HVT, INC., as Origination Trustee
By: ______________________________
Authorized Officer
By: DELAWARE TRUST CAPITAL
MANAGEMENT, INC., as Delaware Trustee
By: ______________________________
Authorized Officer
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EXHIBIT B
HONDA LEASE TRUST
FORM OF 1999-A SUBI CERTIFICATE
Evidencing interests in specified 1999-A SUBI Assets within
the 1999-A SUBI Sub-Trust (as defined below).
This Certificate does not represent any obligation of, or an
interest in, American Honda Finance Corporation, Honda Titling A L.P., Honda
Titling B L.P., Honda Titling Inc., HVT, Inc., Delaware Trust Capital
Management, Inc., Honda Titling C L.P., Honda Titling D L.P., Honda Funding
Inc., or any of their respective affiliates.
Number [5/6]
THIS CERTIFIES THAT U.S. BANK NATIONAL ASSOCIATION, IN ITS
CAPACITY AS SECURITIES INTERMEDIARY, is the registered owner of a nonassessable,
fully-paid, [98.802%/.998%] beneficial interest in specified assets of the
1999-A SUBI (the "1999-A SUBI") which in turn is comprised of interests in the
assets of the 1999-A SUBI Sub-Trust (the "1999-A SUBI Sub-Trust") of the Honda
Lease Trust, a Delaware business trust (the "Origination Trust"), formed
pursuant to the Second Amended and Restated Trust and Servicing Agreement, dated
as of April 1, 1998 (the "Origination Trust Agreement"), by and among Honda
Titling A L.P. and Honda Titling B L.P., as Grantors and UTI Beneficiaries (in
such capacities, the "Grantors" and the "UTI Beneficiaries"), HVT, Inc., a
Delaware corporation (the "Origination Trustee"), Delaware Trust Capital
Management, Inc., a Delaware corporation, as Delaware trustee (the "Delaware
Trustee"), American Honda Finance Corporation, as servicer (the "Servicer"),
and, for certain limited purposes set forth therein, U.S. Bank National
Association, a national banking association ("U.S. Bank"), as trust agent (in
such capacity, the "Trust Agent"). A summary of certain of the provisions of the
Origination Trust Agreement and the 1999-A SUBI Supplement is set forth below.
Capitalized terms used and not otherwise defined herein have the meanings
ascribed thereto in the Agreement of Definitions dated as of July 1, 1999, 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.
This [HTC LP][HTD LP] 1999-A SUBI Certificate, the [HTC
LP][HTD LP] 1999-A SUBI Certificate, the HTC LP Retained 1999-A SUBI Certificate
and the HTD LP Retained 1999-A SUBI Certificate are duly authorized SUBI
Certificates issued under the 1999-A SUBI Supplement to the Origination Trust
Agreement (the "1999-A SUBI Supplement") dated as of July 1, 1999, among the UTI
Beneficiaries, the Transferors, the Origination Trustee, the
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Servicer and U.S. Bank, as Trust Agent and, for certain limited purposes as set
forth therein, as 1999-A Owner Trustee. This [HTC LP][HTD LP] 1999-A SUBI
Certificate is subject to the terms, provisions and conditions of the
Origination Trust Agreement and the 1999-A SUBI Supplement, to which any
Beneficiary of this [HTC LP][HTD LP] 1999-A SUBI Certificate or any interest
herein by virtue of the acceptance hereof or of any interest herein hereby
assents and by which such SUBI Beneficiary is bound.
Also issued or to be issued under the Origination Trust
Agreement are various other series of certificates evidencing undivided
interests in the 1999-A SUBI Sub-Trust and in other Sub-Trusts of the
Origination Trust. Prior to the date of initial issue of this [HTC LP][HTD LP]
1999-A SUBI Certificate, the following certificates have been issued: (i) UTI
Certificate No. 1, representing 99% of the beneficial interests in the UTI, (ii)
UTI Certificate No. 2, representing 1% of the beneficial interests in the UTI,
(iii) SUBI Certificate No. 1, representing [98.01%] [0.99%] [0.99%] [0.01%] of
the beneficial interests in the 1999-A SUBI Assets (which do not include any
1999-A Residual Value Insurance Proceeds or any residual value insurance
policies relating to the 1999-A Contracts or 1999-A Leased Vehicles), which
Certificate has been cancelled, (iv) SUBI Certificate No. 2, representing
[98.01%] [0.99%] [0.99%] [0.01%] of the beneficial interests in the 1999-A SUBI
Assets (which do not include any 1999-A Residual Value Insurance Proceeds or any
residual value insurance policies relating to the 1999-A Contracts or 1999-A
Leased Vehicles), which Certificate has been cancelled, (v) SUBI Certificate No.
3 representing [98.01%] [0.99%] [0.99%] [0.01%] of the beneficial interests in
the 1999-A SUBI Assets (which do not include any 1999-A Residual Value Insurance
Proceeds or any residual value insurance policies relating to the 1999-A
Contracts or 1999-A Leased Vehicles), which Certificate has been cancelled, (vi)
SUBI Certificate No. 4, representing [98.01%] [0.99%] [0.99%] [0.01%] of the
beneficial interests in the 1999-A SUBI Assets (which do not include any 1999-A
Residual Value Insurance Proceeds or any residual value insurance policies
relating to the 1999-A Contracts or 1999-A Leased Vehicles), which Certificate
has been cancelled, (vii) Residual Value Insurance Certificate No. 1,
representing a 98.01% beneficial interest in the 1999-A Residual Value Insurance
Proceeds, (viii) Residual Value Insurance Certificate No. 2, representing a
0.99% beneficial interest in the 1999-A Residual Value Insurance Proceeds, (ix)
Residual Value Insurance Certificate No. 3, representing a 0.99% beneficial
interest in the 1999-A Residual Value Insurance Proceeds, and (x) Residual Value
Insurance Certificate No. 4, representing a 0.01% beneficial interest in the
1999-A Residual Value Insurance Proceeds. SUBI Certificates representing 100% of
the undivided interests in each other SUBI to be formed will be issued in
connection with the formation of each related SUBI Sub-Trust. Concurrently
herewith, on the date of initial issue of this [HTC LP][HTD LP] 1999-A SUBI
Certificate, the Origination Trust is also issuing (a) SUBI Certificate No.
[5/6/7/8], representing [98.802%/.998%/.198%/.002%] of the beneficial interests
in the 1999-A SUBI Assets (which do not include any 1999-A Residual Value
Insurance Proceeds or any residual value insurance policies relating to the
1999-A Contracts or 1999-A Leased Vehicles), (b) SUBI Certificate No. [5/6/7/8],
representing [98.802%/.998%/.198%/.002%] of the beneficial interests in the
1999-A SUBI Assets (which do not include any 1999-A Residual Value Insurance
Proceeds or any residual value insurance policies relating to the 1999-A
Contracts or 1999-A Leased Vehicles) and (c) SUBI Certificate No. [5/6/7/8],
representing [98.802%/.998%/.198%/.002%] of the beneficial interests in the
1999-A SUBI Assets (which do not include any 1999-A Residual Value Insurance
Proceeds or
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any residual value insurance policies relating to the 1999-A Contracts or
1999-A Leased Vehicles).
The property of the Origination Trust is identified in the
Origination Trust Agreement and the property of the 1999-A SUBI Sub-Trust is
identified in the 1999-A SUBI Supplement. Pursuant to the 1999-A SUBI
Supplement, the 1999-A SUBI Assets and the 1999-A Residual Value Insurance
Proceeds were identified and allocated on the records of the Origination Trust
as a separate SUBI Sub-Trust (the "1999-A SUBI Sub-Trust"), and the beneficial
interest in the 1999-A SUBI Sub-Trust was designated as a separate SUBI known as
the "1999-A SUBI". The 1999-A SUBI Assets do not include the 1999-A Residual
Value Insurance Proceeds, which are represented by the 1999-A Residual Value
Insurance Certificates. The interests in the 1999-A SUBI Assets are currently
represented by eight SUBI Certificates: (i) this 1999-A SUBI Certificate
evidencing beneficial interests in [98.802%/.998%] of the 1999-A SUBI Assets,
(ii) a 1999-A SUBI Certificate evidencing beneficial interests in
[98.802%/.998%] of the 1999-A SUBI Assets, (iii) a 1999-A SUBI Certificate
evidencing beneficial interests in 0.198% of the 1999-A SUBI Assets, (iv) a
1999-A SUBI Certificate evidencing beneficial interests in 0.002% of the 1999-A
SUBI Assets, (v) a Residual Value Insurance Certificate evidencing beneficial
interests in 98.01% of the 1999-A Residual Value Insurance Proceeds, (vi) a
Residual Value Insurance Certificate evidencing beneficial interest in 0.99% of
the 1999-A Residual Value Insurance Proceeds, (vii) a Residual Value Insurance
Certificate evidencing beneficial interests in 0.99% of the 1999-A Residual
Value Insurance Proceeds, and (viii) a Residual Value Insurance Certificate
evidencing beneficial interest in 0.01% of the 1999-A Residual Value Insurance
Proceeds. Any holder of this [HTC LP][HTD LP] 1999-A SUBI Certificate, the [HTC
LP][HTD LP] 1999-A SUBI Certificate, the HTC LP Retained 1999-A SUBI Certificate
or the HTD LP Retained 1999-A SUBI Certificate shall be considered a 1999-A SUBI
Beneficiary. The rights of the Beneficiaries of this [HTC LP][HTD LP] 1999-A
SUBI Certificate, the [HTC LP][HTD LP] 1999-A SUBI Certificate, the HTC LP
Retained 1999-A SUBI Certificate and the HTD LP Retained 1999-A SUBI Certificate
to certain of the proceeds of the 1999-A SUBI Assets and the 1999-A Residual
Value Insurance Proceeds are and will be further set forth in the Origination
Trust Agreement and the 1999-A SUBI Supplement.
This [HTC LP][HTD LP] 1999-A SUBI Certificate is limited in
right of payment to certain collections and recoveries respecting the 1999-A
Contracts (and the related Lessors) and the 1999-A Leased Vehicles allocated to
the 1999-A SUBI Sub-Trust, all to the extent and as more specifically set forth
in the Origination Trust Agreement and the 1999-A SUBI Supplement. Copies of the
Origination Trust Agreement and the 1999-A SUBI Supplement may be examined
during normal business hours at the principal office of the Origination Trustee,
and at such other places, if any, designated by the Origination Trustee, by each
1999-A SUBI Beneficiary upon request.
By accepting this [HTC LP][HTD LP] 1999-A SUBI Certificate or
any interest herein, the related SUBI Beneficiary waives and releases any claim
to any proceeds or assets of the Origination Trustee and to all of the Trust
Assets other than those from time to time included within the 1999-A SUBI
Sub-Trust and those proceeds or assets derived from or earned by the 1999-A SUBI
Assets. In addition, by accepting this [HTC LP][HTD LP] 1999-A SUBI
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<PAGE>
Certificate or any interest herein, the related SUBI Beneficiary hereby
expressly subordinates any claim or interest in or to any proceeds or assets of
the Origination Trustee and to all of the Trust Assets other than those from
time to time included within the 1999-A SUBI Sub-Trust that may be determined to
exist in favor of such SUBI Beneficiary notwithstanding the foregoing disclaimer
to the rights and interests of each SUBI Beneficiary with respect to Trust
Assets other than those included within the 1999-A SUBI Sub-Trust.
The 1999-A SUBI Supplement and the Origination Trust Agreement
may be amended from time to time, to the extent such amendment applies to or
affects only the 1999-A SUBI and the 1999-A SUBI Portfolio, in accordance with
the provisions of Section 14.03 thereof. Any amendment of the Origination Trust
Agreement or of any other SUBI Supplement that applies to or affects any UTI or
Other SUBI and the 1999-A SUBI or the 1999-A SUBI Portfolio shall also be
subject to the foregoing provisions. The foregoing does not apply to any
amendment of the Origination Trust Agreement or any other SUBI Supplement that
neither applies to nor affects the 1999-A SUBI or the 1999-A SUBI Portfolio, and
such amendments shall not require the consent of any 1999-A SUBI Beneficiary or
the 1999-A Owner Trustee. If approval of any 1999-A SUBI Beneficiary is
required, any such consent shall be conclusive and binding on such Beneficiary
and on all future Beneficiaries hereof whether or not notation of such consent
is made upon this [HTC LP][HTD LP] 1999-A SUBI Certificate.
As provided in the Origination Trust Agreement and the 1999-A
SUBI Supplement, this [HTC LP][HTD LP] 1999-A SUBI Certificate and the
underlying interests represented hereby may not be transferred or assigned,
except in accordance with the provisions thereof.
Prior to due presentation of this [HTC LP][HTD LP] 1999-A SUBI
Certificate for registration of a permitted transfer, the Origination Trustee,
the certificate registrar and any of their respective agents may treat the
person or entity in whose name this [HTC LP][HTD LP] 1999-A SUBI Certificate is
registered as the owner hereof for the purpose of receiving distributions and
for all other purposes, and, except as provided for in the Origination Trust
Agreement, neither the Origination Trustee, the certificate registrar nor any
such agent shall be affected by any notice to the contrary.
Unless this 1999-A SUBI Certificate shall have been executed
by an authorized officer of the Origination Trustee, by manual signature, this
[HTC LP][HTD LP] 1999-A SUBI Certificate shall not entitle the holder hereof to
any benefit under the Origination Trust Agreement or the 1999-A SUBI Supplement
or be valid for any purpose.
[Remainder of page intentionally left blank]
B-4
<PAGE>
IN WITNESS WHEREOF, the Origination Trustee and the Delaware
Trustee, on behalf of the Origination Trust and not in their individual
capacities, have caused this [HTC LP][HTD LP] 1999-A SUBI Certificate to be duly
executed.
Dated: [July ___], 1999
HONDA LEASE TRUST
By: HVT, INC., as Origination Trustee
By: ______________________________
Authorized Officer
By: DELAWARE TRUST CAPITAL
MANAGEMENT, INC., as DelawareTrustee
By: ______________________________
Authorized Officer
B-5
<PAGE>
EXHIBIT C
HONDA LEASE TRUST
FORM OF [HTC LP][HTD LP] RETAINED 1999-A SUBI CERTIFICATE
Evidencing interests in specified 1999-A SUBI Assets within
the 1999-A SUBI Sub-Trust (as defined below).
This Certificate does not represent any obligation of, or an
interest in, American Honda Finance Corporation, Honda Titling A L.P., Honda
Titling B L.P., Honda Titling Inc., HVT, Inc., Delaware Trust Capital Management
Inc., Honda Titling C L.P., Honda Titling D L.P., Honda Funding Inc., or any of
their respective affiliates.
Number [7/8]
THIS CERTIFIES THAT U.S. BANK NATIONAL ASSOCIATION, IN ITS
CAPACITY AS SECURITIES INTERMEDIARY, is the registered owner of a nonassessable,
fully-paid, [.198%] [.002%] beneficial interest in specified assets of the
1999-A SUBI (the "1999-A SUBI") which in turn is comprised of interests in the
assets of the 1999-A SUBI Sub-Trust (the "1999-A SUBI Sub-Trust") of the Honda
Lease Trust, a Delaware business trust (the "Origination Trust"), formed
pursuant to the Second Amended and Restated Trust and Servicing Agreement, dated
as of April 1, 1998 (the "Origination Trust Agreement"), by and among Honda
Titling A L.P. and Honda Titling B L.P., as Grantors and UTI Beneficiaries (in
such capacities, the "Grantors" and the "UTI Beneficiaries"), HVT, Inc., a
Delaware corporation (the "Origination Trustee"), Delaware Trust Capital
Management, Inc., a Delaware corporation, as Delaware trustee (the "Delaware
Trustee"), American Honda Finance Corporation, as servicer (the "Servicer"),
and, for certain limited purposes set forth therein, U.S. Bank National
Association, a national banking association ("U.S. Bank"), as trust agent (in
such capacity, the "Trust Agent"). A summary of certain of the provisions of the
Origination Trust Agreement and the 1999-A SUBI Supplement is set forth below.
Capitalized terms used and not otherwise defined herein have the meanings
ascribed thereto in the Agreement of Definitions dated as of July 1, 1999, 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.
This [HTC LP][HTD LP] Retained 1999-A SUBI Certificate, the
[HTC LP][HTD LP] Retained 1999-A SUBI Certificate, the HTC LP 1999-A SUBI
Certificate and the HTD LP 1999-A SUBI Certificate are duly authorized SUBI
Certificates issued under the 1999-A SUBI Supplement to the Origination Trust
Agreement (the "1999-A SUBI Supplement") dated as of July 1, 1999, among the UTI
Beneficiaries, the Transferors, the Origination Trustee, the Servicer
C-1
<PAGE>
and U.S. Bank, as Trust Agent and, for certain limited purposes as set forth
therein, as 1999-A Owner Trustee. This [HTC LP][HTD LP] Retained 1999-A SUBI
Certificate is subject to the terms, provisions and conditions of the
Origination Trust Agreement and the 1999-A SUBI Supplement, to which any
Beneficiary of this [HTC LP][HTD LP] Retained 1999-A SUBI Certificate or any
interest herein by virtue of the acceptance hereof or of any interest herein
hereby assents and by which such SUBI Beneficiary is bound.
Also issued or to be issued under the Origination Trust
Agreement are various other series of certificates evidencing undivided
interests in the 1999-A SUBI Sub-Trust and in other Sub-Trusts of the
Origination Trust. Prior to the date of initial issue of this [HTC LP][HTD LP]
Retained 1999-A SUBI Certificate, the following certificates have been issued:
(i) UTI Certificate No. 1, representing 99% of the beneficial interests in the
UTI, (ii) UTI Certificate No. 2 representing 1% of the beneficial interests in
the UTI, (iii) SUBI Certificate No. 1, representing [98.01%] [0.99%] [0.99%]
[0.01%] of the beneficial interests in the 1999-A SUBI Assets (which do not
include any 1999-A Residual Value Insurance Proceeds or any residual value
insurance policies relating to the 1999-A Contracts or 1999-A Leased Vehicles),
which Certificate has been cancelled, (iv) SUBI Certificate No. 2, representing
[98.01%] [0.99%] [0.99%] [0.01%] of the beneficial interests in the 1999-A SUBI
Assets (which do not include any 1999-A Residual Value Insurance Proceeds or any
residual value insurance policies relating to the 1999-A Contracts or 1999-A
Leased Vehicles), which Certificate has been cancelled, (v) SUBI Certificate No.
3 representing [98.01%] [0.99%] [0.99%] [0.01%] of the beneficial interests in
the 1999-A SUBI Assets (which do not include any 1999-A Residual Value Insurance
Proceeds or any residual value insurance policies relating to the 1999-A
Contracts or 1999-A Leased Vehicles), which Certificate has been cancelled, (vi)
SUBI Certificate No. 4, representing [98.01%] [0.99%] [0.99%] [0.01%] of the
beneficial interest in the 1999-A SUBI Assets (which do not include any 1999-A
Residual Value Insurance Proceeds or any residual value insurance policies
relating to the 1999-A Contracts or 1999-A Leased Vehicles), which Certificate
has been cancelled, (vii) Residual Value Insurance Certificate No. 1,
representing a 98.01% beneficial interest in the 1999-A Residual Value Insurance
Proceeds, (viii) Residual Value Insurance Certificate No. 2, representing a
0.99% beneficial interest in the 1999-A Residual Value Insurance Proceeds, (ix)
Residual Value Insurance Certificate No. 3, representing a 0.99% beneficial
interest in the 1999-A Residual Value Insurance Proceeds, and (x) Residual Value
Insurance Certificate No. 4, representing a 0.01% beneficial interest in the
1999-A Residual Value Insurance Proceeds. SUBI Certificates representing 100% of
the undivided interests in each other SUBI to be formed will be issued in
connection with the formation of each related SUBI Sub-Trust. Concurrently
herewith, on the date of initial issue of this [HTC LP][HTD LP] Retained 1999-A
SUBI Certificate, the Origination Trust is also issuing (a) SUBI Certificate No.
[5/6/7/8], representing [98.802%/.998%/.198%/.002%] of the beneficial interests
in the 1999-A SUBI Assets (which do not include any 1999-A Residual Value
Insurance Proceeds or any residual value insurance policies relating to the
1999-A Contracts or 1999-A Leased Vehicles), (b) SUBI Certificate No. [5/6/7/8],
representing [98.802%/.998%/.198%/.002%] of the beneficial interests in the
1999-A SUBI Assets (which do not include any 1999-A Residual Value Insurance
Proceeds or any residual value insurance policies relating to the 1999-A
Contracts or 1999-A Leased Vehicles) and (c) SUBI Certificate No. [5/6/7/8],
representing [98.802%/.998%/.198%/.002%] of the beneficial interests in the
1999-A SUBI Assets (which do not include any 1999-A Residual Value Insurance
Proceeds or
C-2
<PAGE>
any residual value insurance policies relating to the 1999-A Contracts or
1999-A Leased Vehicles).
The property of the Origination Trust is identified in the
Origination Trust Agreement and the property of the 1999-A SUBI Sub-Trust is
identified in the 1999-A SUBI Supplement. Pursuant to the 1999-A SUBI
Supplement, the 1999-A SUBI Assets were identified and allocated on the records
of the Origination Trust as a separate SUBI Sub-Trust (the "1999-A SUBI
Sub-Trust"), and the beneficial interest in the 1999-A SUBI Sub-Trust was
designated as a separate SUBI known as the "1999-A SUBI". The 1999-A SUBI Assets
do not include the 1999-A Residual Value Insurance Proceeds, which are
represented by the 1999-A Residual Value Insurance Certificates. The interests
in the 1999-A SUBI Assets are currently represented by eight SUBI Certificates:
(i) this [HTC LP][HTD LP] Retained 1999-A SUBI Certificate evidencing beneficial
interests in [.198%/.002%] of the 1999-A SUBI Assets, (ii) a SUBI Certificate
evidencing beneficial interests in [.198%/.002%] of the 1999-A SUBI Assets,
(iii) a SUBI Certificate evidencing beneficial interests in 98.802% of the
1999-A SUBI Assets, (iv) a SUBI Certificate evidencing beneficial interests in
0.998% of the 1999-A SUBI Assets, (v) a Residual Value Insurance Certificate
evidencing beneficial interests in 98.01% of the 1999-A Residual Value Insurance
Proceeds, (vi) a Residual Value Insurance Certificate evidencing beneficial
interest in 0.99% of the 1999-A Residual Value Insurance Proceeds, (vii) a
Residual Value Insurance Certificate evidencing beneficial interests in 0.99% of
the 1999-A Residual Value Insurance Proceeds, and (viii) a Residual Value
Insurance Certificate evidencing beneficial interest in 0.01% of the 1999-A
Residual Value Insurance Proceeds. Any holder of this [HTC LP][HTD LP] Retained
1999-A SUBI Certificate, the [HTC LP][HTD LP] Retained 1999-A SUBI Certificate,
the HTC LP 1999-A SUBI Certificate or the HTD LP 1999-A SUBI Certificate shall
be considered a 1999-A SUBI Beneficiary. The rights of the Beneficiaries of this
[HTC LP][HTD LP] Retained 1999-A SUBI Certificate, the [HTC LP][HTD LP] Retained
1999-A SUBI Certificate, the HTC LP 1999-A SUBI Certificate and the HTD LP
1999-A SUBI Certificate to certain of the proceeds of the 1999-A SUBI Assets are
and will be further set forth in the Origination Trust Agreement and the 1999-A
SUBI Supplement.
This [HTC LP][HTD LP] Retained 1999-A SUBI Certificate is
limited in right of payment to certain collections and recoveries respecting the
1999-A Contracts (and the related Lessors) and the 1999-A Leased Vehicles
allocated to the 1999-A SUBI Sub-Trust, all to the extent and as more
specifically set forth in the Origination Trust Agreement and the 1999-A SUBI
Supplement. Copies of the Origination Trust Agreement and the 1999-A SUBI
Supplement may be examined during normal business hours at the principal office
of the Origination Trustee, and at such other places, if any, designated by the
Origination Trustee, by each 1999-A SUBI Beneficiary upon request.
By accepting this [HTC LP][HTD LP] Retained 1999-A SUBI
Certificate or any interest herein, the related SUBI Beneficiary waives and
releases any claim to any proceeds or assets of the Origination Trustee and to
all of the Trust Assets other than those from time to time included within the
1999-A SUBI Sub-Trust and those proceeds or assets derived from or earned by the
1999-A SUBI Assets. In addition, by accepting this [HTC LP][HTD LP] Retained
1999-A SUBI Certificate or any interest herein, the related SUBI Beneficiary
hereby expressly subordinates any claim or interest in or to any proceeds or
assets of the Origination Trustee and
C-3
<PAGE>
to all of the Trust Assets other than those from time to time included within
the 1999-A SUBI Sub-Trust that may be determined to exist in favor of such SUBI
Beneficiary notwithstanding the foregoing disclaimer to the rights and interests
of each SUBI Beneficiary with respect to Trust Assets other than those included
within the 1999-A SUBI Sub-Trust.
The 1999-A SUBI Supplement and the Origination Trust Agreement
may be amended from time to time, to the extent such amendment applies to or
affects only the 1999-A SUBI and the 1999-A SUBI Portfolio, in accordance with
the provisions of Section 14.03 thereof. Any amendment of the Origination Trust
Agreement or of any other SUBI Supplement that applies to or affects any UTI or
Other SUBI and the 1999-A SUBI or the 1999-A SUBI Portfolio shall also be
subject to the foregoing provisions. The foregoing does not apply to any
amendment of the Origination Trust Agreement or any other SUBI Supplement that
neither applies to nor affects the 1999-A SUBI or the 1999-A SUBI Portfolio, and
such amendments shall not require the consent of any 1999-A SUBI Beneficiary or
the 1999-A Owner Trustee. If approval of any 1999-A SUBI Beneficiary is
required, any such consent shall be conclusive and binding on such Beneficiary
and on all future Beneficiaries hereof whether or not notation of such consent
is made upon this [HTC LP][HTD LP] Retained 1999-A SUBI Certificate.
As provided in the Origination Trust Agreement and the 1999-A
SUBI Supplement, this [HTC LP][HTD LP] Retained 1999-A SUBI Certificate and the
underlying interests represented hereby may not be transferred or assigned,
except in accordance with the provisions thereof.
Prior to due presentation of this [HTC LP][HTD LP] Retained
1999-A SUBI Certificate for registration of a permitted transfer, the
Origination Trustee, the certificate registrar and any of their respective
agents may treat the person or entity in whose name this [HTC LP][HTD LP]
Retained 1999-A SUBI Certificate is registered as the owner hereof for the
purpose of receiving distributions and for all other purposes, and, except as
provided for in the Origination Trust Agreement, neither the Origination
Trustee, the certificate registrar nor any such agent shall be affected by any
notice to the contrary.
Unless this 1999-A SUBI Certificate shall have been executed
by an authorized officer of the Origination Trustee, by manual signature, this
[HTC LP][HTD LP] Retained 1999-A SUBI Certificate shall not entitle the holder
hereof to any benefit under the Origination Trust Agreement or the 1999-A SUBI
Supplement or be valid for any purpose.
[Remainder of page intentionally left blank]
C-4
<PAGE>
IN WITNESS WHEREOF, the Origination Trustee and the Delaware
Trustee, on behalf of the Origination Trust and not in their individual
capacities, have caused this [HTC LP][HTD LP] Retained 1999-A SUBI Certificate
to be duly executed.
Dated: [July ___], 1999
HONDA LEASE TRUST
By: HVT, INC., as Origination Trustee
By: ______________________________
Authorized Officer
By: DELAWARE TRUST CAPITAL
MANAGEMENT, INC., as DelawareTrustee
By: ______________________________
Authorized Officer
C-5
<PAGE>
EXHIBIT D
HONDA LEASE TRUST
FORM OF 1999-A RESIDUAL VALUE INSURANCE CERTIFICATE
Evidencing interests in specified proceeds of certain residual
value insurance proceeds within the 1999-A SUBI Sub-Trust (as defined below).
This Certificate does not represent any obligation of, or an
interest in, American Honda Finance Corporation, Honda Titling A L.P., Honda
Titling B L.P., Honda Titling Inc., HVT, Inc., Delaware Trust Capital Management
Inc., Honda Titling C L.P., Honda Titling D L.P., Honda Funding Inc., or any of
their respective affiliates.
Number [1/2/3/4]
THIS CERTIFIES THAT U.S. BANK NATIONAL ASSOCIATION, IN ITS
CAPACITY AS SECURITIES INTERMEDIARY, is the registered owner of a nonassessable,
fully-paid, [98.01%] [0.99%] [0.99%] [0.01%] beneficial interest in the 1999-A
Residual Value Insurance Proceeds included in the 1999-A SUBI (the "1999-A
SUBI") which in turn is comprised of interests in the assets of the 1999-A SUBI
Sub-Trust (the "1999-A SUBI Sub-Trust") of the Honda Lease Trust, a Delaware
business trust (the "Origination Trust"), formed pursuant to the Second Amended
and Restated Trust and Servicing Agreement, dated as of April 1, 1998 (the
"Origination Trust Agreement"), by and among Honda Titling A L.P. and Honda
Titling B L.P., as Grantors and UTI Beneficiaries (in such capacities, the
"Grantors" and the "UTI Beneficiaries"), HVT, Inc., a Delaware corporation (the
"Origination Trustee"), Delaware Trust Capital Management, Inc., a Delaware
corporation, as Delaware trustee (the "Delaware Trustee"), American Honda
Finance Corporation, as servicer (the "Servicer"), and, for certain limited
purposes set forth therein, U.S. Bank National Association, a national banking
association ("U.S. Bank"), as trust agent (in such capacity, the "Trust Agent").
A summary of certain of the provisions of the Origination Trust Agreement and
the 1999-A SUBI Supplement is set forth below. Capitalized terms used and not
otherwise defined herein have the meanings ascribed thereto in the Agreement of
Definitions dated as of July 1, 1999, 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.
This [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB
LP/HTD LP] 1999-A Residual Value Insurance Certificate, the HTA LP/HTC LP 1999-A
SUBI Certificate, the HTA LP/HTD LP 1999-A SUBI Certificate, the HTB LP/HTC LP
1999-A SUBI Certificate, the HTB LP/HTD LP 1999-A SUBI Certificate, the [HTA
LP/HTC LP] [HTA
D-1
<PAGE>
LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A Residual Value Insurance
Certificate, the [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP]
1999-A Residual Value Insurance Certificate and the [HTA LP/HTC LP] [HTA LP/HTD
LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A Residual Value Insurance Certificate
are duly authorized SUBI Certificates issued under the 1999-A SUBI Supplement to
the Origination Trust Agreement (the "1999-A SUBI Supplement") dated as of July
1, 1999, among the UTI Beneficiaries, the Transferors, the Origination Trustee,
the Servicer and U.S. Bank, as Trust Agent and, for certain limited purposes as
set forth therein, as 1999-A Owner Trustee. This [HTA LP/HTC LP] [HTA LP/HTD LP]
[HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A Residual Value Insurance Certificate is
subject to the terms, provisions and conditions of the Origination Trust
Agreement and the 1999-A SUBI Supplement, to which any SUBI Beneficiary of this
[HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A Residual
Value Insurance Certificate or any interest herein by virtue of the acceptance
hereof or of any interest herein hereby assents and by which such SUBI
Beneficiary is bound.
Also issued or to be issued under the Origination Trust
Agreement are various other series of certificates evidencing undivided
interests in the 1999-A SUBI Sub-Trust and in other Sub-Trusts of the
Origination Trust. Prior to the date of initial issue of this [HTA LP/HTC LP]
[HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A Residual Value Insurance
Certificate, the following certificates have been issued: (i) UTI Certificate
No. 1, representing 99% of the beneficial interests in the UTI and (ii) UTI
Certificate No. 2 representing 1% of the beneficial interests in the UTI. SUBI
Certificates representing 100% of the undivided interests in each other SUBI to
be formed will be issued in connection with the formation of each related SUBI
Sub-Trust. Concurrently herewith, on the date of initial issue of this [HTA
LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A Residual Value
Insurance Certificate, the Origination Trust is also issuing (a) SUBI
Certificate No. 1, representing 98.01% of the beneficial interests in the 1999-A
SUBI Assets (which do not include any 1999-A Residual Value Insurance Proceeds
or any residual value insurance policies relating to the 1999-A Contracts or
1999-A Leased Vehicles), (b) SUBI Certificate No. 2, representing 0.99% of the
beneficial interests in the 1999-A SUBI Assets (which do not include any 1999-A
Residual Value Insurance Proceeds or any residual value insurance policies
relating to the 1999-A Contracts or 1999-A Leased Vehicles), (c) SUBI
Certificate No. 3, representing 0.99% of the beneficial interests in the 1999-A
SUBI Assets (which do not include any 1999-A Residual Value Insurance Proceeds
or any residual value insurance policies relating to the 1999-A Contracts or
1999-A Leased Vehicles), (d) SUBI Certificate No. 4, representing 0.01% of the
beneficial interests in the 1999-A SUBI Assets (which do not include any 1999-A
Residual Value Insurance Proceeds or any residual value insurance policies
relating to the 1999-A Contracts or 1999-A Leased Vehicles), (e) Residual Value
Insurance Certificate No. [1/2/3/4], representing [98.01%] [0.99%] [0.99%]
[0.01%] of the beneficial interests in the 1999-A Residual Value Insurance
Proceeds, (f) Residual Value Insurance Certificate No. [1/2/3/4], representing
[98.01%] [0.99%] [0.99%] [0.01%] of the beneficial interests in the 1999-A
Residual Value Insurance Proceeds and (g) Residual Value Insurance Certificate
No. [1/2/3/4], representing [98.01%] [0.99%] [0.99%] [0.01%] of the beneficial
interests in the 1999-A Residual Value Insurance Proceeds.
D-2
<PAGE>
The property of the Origination Trust is identified in the
Origination Trust Agreement and the property of the 1999-A SUBI Sub-Trust is
identified in the 1999-A SUBI Supplement. Pursuant to the 1999-A SUBI
Supplement, the 1999-A SUBI Assets and the 1999-A Residual Value Insurance
Proceeds were identified and allocated on the records of the Origination Trust
as a separate SUBI Sub-Trust (the "1999-A SUBI Sub-Trust"), and a beneficial
interest in the 1999-A SUBI Sub-Trust was designated as a separate SUBI known as
the "1999-A SUBI". The interests in the 1999-A SUBI Sub-Trust are currently
represented by eight SUBI Certificates: (i) this [HTA LP/HTC LP] [HTA LP/HTD LP]
[HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A Residual Value Insurance Certificate
evidencing beneficial interests in [98.01%] [0.99%] [0.99%] [0.01%] of the
1999-A Residual Value Insurance Proceeds, (ii) a Residual Value Insurance
Certificate evidencing beneficial interests in [98.01%] [0.99%] [0.99%] [0.01%]
of the 1999-A Residual Value Insurance Proceeds, (iii) a Residual Value
Insurance Certificate evidencing beneficial interests in [98.01%] [0.99%]
[0.99%] [0.01%] of the 1999-A Residual Value Insurance Proceeds, (iv) a Residual
Value Insurance Certificate evidencing beneficial interests in [98.01%] [0.99%]
[0.99%] [0.01%] of the 1999-A Residual Value Insurance Proceeds, (v) a SUBI
Certificate evidencing beneficial interests in 98.01% of the 1999-A SUBI Assets
(which do not include any 1999-A Residual Value Insurance Proceeds or any
residual value insurance policies relating to the 1999-A Contracts or 1999-A
Leased Vehicles), (vi) a SUBI Certificate evidencing beneficial interests in
0.99% of the 1999-A SUBI Assets (which do not include any 1999-A Residual Value
Insurance Proceeds or any residual value insurance policies relating to the
1999-A Contracts or 1999-A Leased Vehicles), (vii) a SUBI Certificate evidencing
beneficial interests in 0.99% of the 1999-A SUBI Assets (which do not include
any 1999-A Residual Value Insurance Proceeds or any residual value insurance
policies relating to the 1999-A Contracts or 1999-A Leased Vehicles), and (viii)
a SUBI Certificate evidencing beneficial interests in 0.01% of the 1999-A SUBI
Assets (which do not include any 1999-A Residual Value Insurance Proceeds or any
residual value insurance policies relating to the 1999-A Contracts or 1999-A
Leased Vehicles). Any holder of this [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC
LP] [HTB LP/HTD LP] 1999-A Residual Value Insurance Certificate, the [HTA LP/HTC
LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A Residual Value
Insurance Certificate, the [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB
LP/HTD LP] 1999-A Residual Value Insurance Certificate, the [HTA LP/HTC LP] [HTA
LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A Residual Value Insurance
Certificate, the HTA LP/HTC LP 1999-A SUBI Certificate, the HTA LP/HTD LP 1999-A
SUBI Certificate, the HTB LP/HTC LP 1999-A SUBI Certificate or the HTB LP/HTD LP
1999-A SUBI Certificate shall be considered a SUBI Beneficiary. The rights of
the Beneficiaries of this [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB
LP/HTD LP] 1999-A Residual Value Insurance Certificate, the [HTA LP/HTC LP] [HTA
LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A Residual Value Insurance
Certificate, the [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP]
1999-A Residual Value Insurance Certificate, the [HTA LP/HTC LP] [HTA LP/HTD LP]
[HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A Residual Value Insurance Certificate, the
HTA LP/HTC LP 1999-A SUBI Certificate, the HTA LP/HTD LP 1999-A SUBI
Certificate, the HTB LP/HTC LP 1999-A SUBI Certificate and the HTB LP/HTD LP
1999-A SUBI Certificate to certain of the proceeds of the 1999-A SUBI Assets are
and will be further set forth in the Origination Trust Agreement and the 1999-A
SUBI Supplement.
D-3
<PAGE>
This [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB
LP/HTD LP] 1999-A Residual Value Insurance Certificate is limited in right of
payment to certain collections and recoveries respecting the 1999-A Contracts
(and the related Lessors) and the 1999-A Leased Vehicles allocated to the 1999-A
SUBI Sub-Trust, all to the extent and as more specifically set forth in the
Origination Trust Agreement and the 1999-A SUBI Supplement. Copies of the
Origination Trust Agreement and the 1999-A SUBI Supplement may be examined
during normal business hours at the principal office of the Origination Trustee,
and at such other places, if any, designated by the Origination Trustee, by each
1999-A SUBI Beneficiary upon request.
By accepting this [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC
LP] [HTB LP/HTD LP] 1999-A Residual Value Insurance Certificate or any interest
herein, the related SUBI Beneficiary waives and releases any claim to any
proceeds or assets of the Origination Trustee and to all of the Trust Assets
other than those from time to time included within the 1999-A SUBI Sub-Trust
(except for those evidenced by the HTA LP/HTC LP 1999-A SUBI Certificate, the
HTA LP/HTD LP 1999-A SUBI Certificate, the HTB LP/HTC LP 1999-A SUBI Certificate
and the HTB LP/HTD LP 1999-A SUBI Certificate). In addition, by accepting this
[HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A Residual
Value Insurance Certificate or any interest herein, the related SUBI Beneficiary
hereby expressly subordinates any claim or interest in or to any proceeds or
assets of the Origination Trustee and to all of the Trust Assets other than
those from time to time included in the 1999-A SUBI Sub-Trust that may be
determined to exist in favor of such SUBI Beneficiary notwithstanding the
foregoing disclaimer to the rights and interests of each SUBI Beneficiary with
respect to Trust Assets other than those included in the 1999-A SUBI Sub-Trust.
The 1999-A SUBI Supplement and the Origination Trust Agreement
may be amended from time to time, to the extent such amendment applies to or
affects only the 1999-A SUBI and the 1999-A SUBI Portfolio, in accordance with
the provisions of Section 14.03 thereof. Any amendment of the Origination Trust
Agreement or of any other SUBI Supplement that applies to or affects any UTI or
Other SUBI and the 1999-A SUBI or the 1999-A SUBI Portfolio shall also be
subject to the foregoing provisions. The foregoing does not apply to any
amendment of the Origination Trust Agreement or any other SUBI Supplement that
neither applies to nor affects the 1999-A SUBI or the 1999-A SUBI Portfolio and
such amendments shall not require the consent of any 1999-A SUBI Beneficiary or
the 1999-A Owner Trustee. If approval of any 1999-A SUBI Beneficiary is
required, any such consent shall be conclusive and binding on such Beneficiary
and on all future Beneficiaries hereof whether or not notation of such consent
is made upon this [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD
LP] 1999-A Residual Value Insurance Certificate.
As provided in the Origination Trust Agreement and the 1999-A
SUBI Supplement, this [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB
LP/HTD LP] 1999-A Residual Value Insurance Certificate and the underlying
interests represented hereby may not be transferred or assigned, except in
accordance with the provisions thereof.
Prior to due presentation of this [HTA LP/HTC LP] [HTA LP/HTD
LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A Residual Value Insurance Certificate
for registration of
D-4
<PAGE>
a permitted transfer, the Origination Trustee, the certificate registrar and any
of their respective agents may treat the person or entity in whose name this
[HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP] [HTB LP/HTD LP] 1999-A Residual
Value Insurance Certificate is registered as the owner hereof for the purpose of
receiving distributions and for all other purposes, and, except as provided for
in the Origination Trust Agreement, neither the Origination Trustee, the
certificate registrar nor any such agent shall be affected by any notice to the
contrary.
Unless this [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP]
[HTB LP/HTD LP] 1999-A Residual Value Insurance Certificate shall have been
executed by an authorized officer of the Origination Trustee, by manual
signature, this HTA LP/HTC LP 1999-A Residual Value Insurance Certificate shall
not entitle the holder hereof to any benefit under the Origination Trust
Agreement or the 1999-A SUBI Supplement or be valid for any purpose.
[Remainder of page intentionally left blank]
D-5
<PAGE>
IN WITNESS WHEREOF, the Origination Trustee and the Delaware
Trustee, on behalf of the Origination Trust and not in their individual
capacities, have caused this [HTA LP/HTC LP] [HTA LP/HTD LP] [HTB LP/HTC LP]
[HTB LP/HTD LP] 1999-A Residual Value Insurance Certificate to be duly executed.
Dated: July ___, 1999
HONDA LEASE TRUST
By: HVT, INC., as Origination Trustee
By:
-----------------------------------
Authorized Officer
By: DELAWARE TRUST CAPITAL
MANAGEMENT, INC., as Delaware Trustee
By:
-----------------------------------
Authorized Officer
D-6
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
ARTICLE ELEVEN
DEFINITIONS
<S> <C> <C>
11.01 Definitions...........................................................................6
11.02 Interpretation........................................................................6
ARTICLE TWELVE
CREATION AND TERMINATION OF TRUST INTERESTS
12.01 Initial Creation of the 1999-A SUBI Sub-Trust and 1999-A SUBI.........................7
12.02 Rights in Respect of the 1999-A SUBI and the 1999-A
Insurance Proceeds......... ..........................................................9
12.03 Issuance and Form of SUBI Certificates...............................................10
12.04 Issuance and Form of Residual Value Insurance Certificates...........................13
12.05 Filings..............................................................................15
12.06 Termination of 1999-A SUBI...........................................................15
12.07 Representations and Warranties of Origination Trustee................................15
12.08 Resignation or Removal of Origination Trustee........................................15
ARTICLE THIRTEEN
ACCOUNTS; CASH FLOWS; ELIGIBLE INVESTMENTS
13.01 1999-A SUBI Collection Account.......................................................16
13.02 1999-A SUBI Lease Account............................................................17
13.03 1999-A Payahead Account..............................................................18
13.04 Investment Gains and Losses..........................................................18
13.05 Rebalancing After Third-Party Claim..................................................19
13.06 Flow of 1999-A Residual Value Insurance Proceeds.....................................20
ARTICLE FOURTEEN
MISCELLANEOUS PROVISIONS
14.01 Governing Law........................................................................20
14.02 Effect of 1999-A SUBI Supplement on Origination Trust Agreement......................21
14.03 Amendment............................................................................21
14.04 Notices..............................................................................22
14.05 Severability of Provisions...........................................................24
14.06 Counterparts.........................................................................24
</TABLE>
i
<PAGE>
Exhibit 10.4
- --------------------------------------------------------------------------------
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
-----------------------------------------
Dated as of July 1, 1999
-----------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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
1
<PAGE>
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
2
<PAGE>
(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
3
<PAGE>
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
4
<PAGE>
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.
5
<PAGE>
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
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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;
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(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.
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(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
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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
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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
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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.
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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.
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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.
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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.
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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.
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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,
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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
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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.
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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
101 Barclay Street
Floor 12E
New York, New York 10286
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
111 East Wacker Drive, Suite 3000
Chicago, Illinois 60601
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
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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
<PAGE>
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
<PAGE>
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/ Y. KOHAMA
---------------------------------------
Name: Y. Kohama
Title: President
HVT, INC.,
as Origination Trustee of the HONDA LEASE TRUST
By: /S/ PATRICIA M. CHILD
---------------------------------------
Name: Patricia M. 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/ Y. KOHAMA
---------------------------------------
Name: Y. Kohama
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/ Y. KOHAMA
---------------------------------------
Name: Y. Kohama
Title: President
S-1
<PAGE>
U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent
By: /S/ PATRICIA M. CHILD
---------------------------------------
Name: Patricia M. Child
Title: Vice President
Acknowledged and Agreed:
THE BANK OF NEW YORK,
as Indenture Trustee
By: /S/ KELLY A. SHEAHAN
--------------------------------------------
Name: Kelly A. Sheahan
Title: Assistant Vice President
U.S. BANK NATIONAL ASSOCIATION,
as Owner Trustee
By: /S/ PATRICIA M. CHILD
--------------------------------------------
Name: Patricia M. Child
Title: Vice President
S-2
<PAGE>
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
<PAGE>
EXHIBIT B
FORM OF SERVICER'S CERTIFICATE
B-1
<PAGE>
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
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
CREDIT LOSSES: VEHICLE COUNT AMOUNT
<S> <C> <C>
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
- -------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
TEST (i) (CHARGE-OFF RATE TEST)
Three Month Average
Charge-off Rate Test (Test Satisfied if LESS THAN = 1.5%)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
DISCOUNTED
DELINQUENT CONTRACTS: PERCENT ACCOUNTS PERCENT PRINCIPAL BALANCE
<S> <C> <C> <C> <C>
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
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TEST (ii) (DELINQUENCY RATE TEST)
Three Month Average
Delinquency Rate Test (Test satisfied if LESS THAN = 1.5%)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
RESIDUAL VALUE (GAIN) LOSS: VEHICLES
<S> <C> <C> <C> <C> <C>
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
-----------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CURRENT PERIOD
TEST (iii) (RESIDUAL VALUE TEST) AMOUNT/RATIO TEST MET?
<S> <C> <C>
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)
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
SERVICERS FEE DUE: AMOUNT
<S> <C>
Prior Cumulative Servicer's Fee Shortfall
Servicer's Fee Due This Collection Period
Servicer's Fee Paid
Current Cumulative Servicer's Fee Shortfall
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
ADVANCES AND PAYAHEADS: AMOUNT
<S> <C>
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
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
SECURITIES CLASS A1 CLASS A2 CLASS A3 CLASS A4
TOTAL BALANCE (99.8%) BALANCE BALANCE BALANCE BALANCE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
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 A-1, A-2, A-3 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
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
CLASS A5 CLASS B CLASS C CERTIFICATE TRANSFER INTEREST
BALANCE BALANCE BALANCE BALANCE BALANCE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
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 A-1, A-2, A-3 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
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
SECURITIES CLASS A1 CLASS A2 CLASS A3 CLASS A4
TOTAL BALANCE (99.8%) BALANCE BALANCE BALANCE BALANCE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
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.
- -----------------------------------------
<PAGE>
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
CLASS A5 CLASS B CLASS C CERTIFICATE TRANSFER INTEREST
BALANCE BALANCE BALANCE BALANCE BALANCE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
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>
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
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
</TABLE>
i
<PAGE>
<TABLE>
<S> <C> <C>
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
</TABLE>
-ii-
<PAGE>
Exhibit 10.5
1999-A SUBI CERTIFICATES PURCHASE AND SALE AGREEMENT
THIS 1999-A SUBI CERTIFICATES PURCHASE AND SALE AGREEMENT (as supplemented,
amended or restated from time to time, the "1999-A SUBI Certificates Purchase
and Sale Agreement") is dated as of July 1, 1999, by and among HONDA TITLING A
L.P. ("HTA LP") and HONDA TITLING B L.P. ("HTB LP"), each a Delaware limited
partnership, as UTI beneficiaries (in such capacities, the "UTI Beneficiaries"),
and HONDA TITLING C L.P. ("HTC LP") and HONDA TITLING D L.P. ("HTD LP"), each a
Delaware limited partnership.
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 1.01 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 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
1
<PAGE>
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 the 1999-A Securities Accounts Control Agreement, dated
as of July 1, 1999, among 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 Origination Trustee, on behalf of
the Origination Trust, and the Servicer are entering into the 1999-A
Servicing Supplement, dated as of July 1, 1999 (as amended, supplemented or
restated from time to time, the "1999-A Servicing Supplement") pursuant to
which, among other things, the terms of the Origination Trust Agreement and
the Servicing Agreement, dated April 1, 1998, by and among the UTI
Beneficiaries, the Servicer and the Origination Trust will be supplemented
insofar as they apply solely to the servicing of the 1999-A SUBI Sub-Trust
created by the 1999-A SUBI Supplement to provide for further specific
servicing obligations that will benefit the SUBI Beneficiaries with respect
to the 1999-A SUBI created by the 1999-A SUBI Supplement.
F. The parties hereto desire to enter into this 1999-A SUBI
Certificates Purchase and Sale Agreement to provide for the sale, without
recourse, by the UTI Beneficiaries to HTC LP and HTD LP of all of the UTI
Beneficiaries' respective right, title and interest in and to the
2
<PAGE>
1999-A SUBI Assets and the HTA/HTB 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
herewith, (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 (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.
G. 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.
H. 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").
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I. In addition, the parties hereto 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 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.
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 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.
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 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.
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 (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.
M. 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
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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 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.
N. 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.
O. 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.
P. 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.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
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ARTICLE ONE
DEFINITIONS
SECTION 1.01. DEFINITIONS.
For all purposes of this 1999-A SUBI Certificates Purchase and Sale
Agreement, 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 the
Origination Trustee, the Delaware Trustee, the Servicer, HTA LP, HTB LP, HTC
LP, HTD LP, the Delaware Owner Trustee, the 1999-A Indenture Trustee and U.S.
Bank, as trust agent and as owner trustee. 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 1.02. INTERPRETATION.
For all purposes of this 1999-A SUBI Certificates Purchase and Sale
Agreement, except as otherwise expressly provided or unless the context
otherwise requires, (i) terms used in this 1999-A SUBI Certificates Purchase
and Sale Agreement include, as appropriate, all genders and the plural as
well as the singular, (ii) references to this 1999-A SUBI Certificates
Purchase and Sale Agreement include all Exhibits and Schedules hereto, (iii)
references to words such as "herein", "hereof" and the like shall refer to
this 1999-A SUBI Certificates Purchase and Sale Agreement as a whole and not
to any particular part, Article or Section within this 1999-A SUBI
Certificates Purchase and Sale Agreement, (iv) references to a section such
as "Section 2.01" or an Article such as "Article Two" shall refer to the
applicable Section or Article of this 1999-A SUBI Certificates Purchase and
Sale Agreement, (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.
ARTICLE TWO
PURCHASE AND SALE OF 1999-A SUBI
SECTION 2.01. SALE OF 1999-A SUBI.
(a)(1) In consideration of HTC LP's delivery to, or upon the order
of, (i) (A) HTA LP cash in the amount of $2,894,850,212.17 and (B) HTB LP
cash in the amount of $29,240,911.24, representing the cash proceeds from the
sale of the Notes net of certain expenses, and (ii) (A) HTA LP
$511,072,219.89 evidenced by a subordinated non-recourse promissory note in
favor of HTA LP in the amount of $511,072,219.89 and (B) HTB LP $5,162,345.66
evidenced by a
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subordinated non-recourse promissory note in favor of HTB LP in the amount of
$5,162,345.66, each of the UTI Beneficiaries does hereby absolutely sell,
assign and otherwise convey to HTC LP, without recourse, and HTC LP does
hereby purchase and acquire, as of the date set forth above:
(A) all right, title and interest in and to the 1999-A SUBI
(primarily including the 1999-A SUBI Assets) evidenced by the HTA LP/HTC LP
1999-A SUBI Certificate and the HTB LP/HTC LP 1999-A SUBI Certificate, and
all monies due thereon and paid thereon or in respect thereof;
(B) the right to realize upon any property that underlies or may
be deemed to secure the interests in the 1999-A SUBI Assets to the extent of
amounts payable under the HTA LP/HTC LP 1999-A SUBI Certificate and the HTB
LP/HTC LP 1999-A SUBI Certificate; and
(C) all proceeds of the foregoing.
(2) In consideration of HTC LP's delivery to, or upon the order of, by
a subordinated non-recourse promissory note in favor of HTA LP (the "HTA
LP/HTC LP Insurance Premium Subordinated Note") and (ii) a subordinated
non-recourse promissory note in favor of HTB LP (the "HTB LP/HTC LP Insurance
Premium Subordinated Note" and, together with the HTA LP/HTC LP Insurance
Premium Subordinated Note, the "HTC LP Insurance Premium Subordinated
Notes"), each of the UTI Beneficiaries does hereby absolutely sell, assign
and otherwise convey to HTC LP, without recourse, and HTC LP does hereby
purchase and acquire, as of the date set forth above:
(A) all right, title and interest in and to the 1999-A SUBI
(primarily including the 1999-A Residual Value Insurance Proceeds) evidenced
by the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB
LP/HTC LP 1999-A Residual Value Insurance Certificate, and all monies due
thereon and paid thereon or in respect thereof;
(B) the right to realize upon any property that underlies or may
be deemed to secure the interests in the 1999-A Residual Value Insurance
Proceeds to the extent of amounts payable under the HTA LP/HTC LP 1999-A
Residual Value Insurance Certificate and the HTB LP/HTC LP 1999-A Residual
Value Insurance Certificate; and
(C) all proceeds of the foregoing.
(b)(1) In consideration of HTD LP's delivery to, or upon the order
of, (i) (A) HTA LP cash in the amount of $29,240,911.24 and (B) HTB LP cash
in the amount of $295,362.74, representing the cash proceeds from the sale of
the Notes net of certain expenses, and (ii) (A) HTA LP $5,162,345.66
evidenced by a subordinated non-recourse promissory note in favor of HTA LP
in the amount of $5,162,345.66 and (B) HTB LP $52,144.91 evidenced by a
subordinated non-recourse promissory note in favor of HTB LP in the amount of
$52,144.91, each of the UTI Beneficiaries does hereby absolutely sell, assign
and otherwise convey to HTD
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LP, without recourse, and HTD LP does hereby purchase and acquire, as of the
date set forth above:
(A) all right, title and interest in and to the 1999-A SUBI
(primarily including the 1999-A SUBI Assets) evidenced by the HTA LP/HTD LP
1999-A SUBI Certificate and the HTB LP/HTD LP 1999-A SUBI Certificate, and
all monies due thereon and paid thereon or in respect thereof;
(B) the right to realize upon any property that underlies or may
be deemed to secure the interests in the 1999-A SUBI Assets to the extent of
amounts payable under the HTA LP/HTD LP 1999-A SUBI Certificate and the HTB
LP/HTD LP 1999-A SUBI Certificate; and
(C) all proceeds of the foregoing.
(2) In consideration of HTD LP's delivery to, or upon the order of, (i)
a subordinated non-recourse promissory note in favor of HTA LP (the "HTA
LP/HTD LP Insurance Premium Subordinated Note") and (ii) a subordinated
non-recourse promissory note in favor of HTB LP (the "HTB LP/HTD LP Insurance
Premium Subordinated Note" and, together with the HTA LP/HTD LP Insurance
Premium Subordinated Note, the "HTD LP Insurance Premium Subordinated
Notes"), each of the UTI Beneficiaries does hereby absolutely sell, assign
and otherwise convey to HTD LP, without recourse, and HTD LP does hereby
purchase and acquire, as of the date set forth above:
(A) all right, title and interest in and to the 1999-A SUBI
(primarily including the 1999-A Residual Value Insurance Proceeds) evidenced
by the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate and the HTB
LP/HTD LP 1999-A Residual Value Insurance Certificate, and all monies due
thereon and paid thereon or in respect thereof;
(B) the right to realize upon any property that underlies or may
be deemed to secure the interests in the 1999-A Residual Value Insurance
Proceeds to the extent of amounts payable under the HTA LP/HTD LP 1999-A
Residual Value Insurance Certificate and the HTB LP/HTD LP 1999-A Residual
Value Insurance Certificate; and
(C) all proceeds of the foregoing.
(c) It is the express and specific intent of the parties that the
transfer of the HTA LP/HTC LP 1999-A SUBI Certificate and the beneficial
interest in the 1999-A SUBI Assets represented thereby, the HTB LP/HTC LP
1999-A SUBI Certificate and the beneficial interest in the 1999-A SUBI Assets
represented thereby, the HTA LP/HTC LP 1999-A Residual Value Insurance
Certificate and the beneficial interest in the 1999-A Residual Value
Insurance Proceeds represented thereby and the HTB LP/HTC LP 1999-A Residual
Value Insurance Certificate and the beneficial interest in the 1999-A
Residual Value Insurance Proceeds represented thereby, from HTA LP and HTB LP
to HTC LP, as provided for in this 1999-A SUBI Certificates Purchase and Sale
Agreement, is and shall be construed for all purposes as a true, complete and
absolute sale of the HTA LP/HTC LP 1999-A SUBI Certificate and the
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beneficial interest in the 1999-A SUBI Assets represented thereby, the HTB
LP/HTC LP 1999-A SUBI Certificate and the beneficial interest in the 1999-A
SUBI Assets represented thereby, the HTA LP/HTC LP 1999-A Residual Value
Insurance Certificate and the beneficial interest in the 1999-A Residual
Value Insurance Proceeds represented thereby and the HTB LP/HTC LP 1999-A
Residual Value Insurance Certificate and the beneficial interest in the
1999-A Residual Value Insurance Proceeds represented thereby and all of the
related property and rights as described in subsection (a) above. The parties
hereto represent and agree that the HTA LP/HTC LP 1999-A SUBI Certificate and
the beneficial interest in the 1999-A SUBI Assets represented thereby, the
HTB LP/HTC LP 1999-A SUBI Certificate and the beneficial interest in the
1999-A SUBI Assets represented thereby, the HTA LP/HTC LP 1999-A Residual
Value Insurance Certificate and the beneficial interest in the 1999-A
Residual Value Insurance Proceeds represented thereby and the HTB LP/HTC LP
1999-A Residual Value Insurance Certificate and the beneficial interest in
the 1999-A Residual Value Insurance Proceeds represented thereby are hereby
transferred from HTA LP and HTB LP to HTC LP for fair consideration and
without the intent to hinder, delay or defraud creditors of HTA LP, HTB LP or
HTC LP.
(d) It is the express and specific intent of the parties that the
transfer of the HTA LP/HTD LP 1999-A SUBI Certificate and the beneficial
interest in the 1999-A SUBI Assets represented thereby, the HTB LP/HTD LP
1999-A SUBI Certificate and the beneficial interest in the 1999-A SUBI Assets
represented thereby, the HTA LP/HTD LP 1999-A Residual Value Insurance
Certificate and the beneficial interest in the 1999-A Residual Value
Insurance Proceeds represented thereby and the HTB LP/HTD LP 1999-A Residual
Value Insurance Certificate and the beneficial interest in the 1999-A
Residual Value Insurance Proceeds represented thereby from HTA LP and HTB LP
to HTD LP, as provided for in this 1999-A SUBI Certificates Purchase and Sale
Agreement, is and shall be construed for all purposes as a true, complete and
absolute sale of the HTA LP/HTD LP 1999-A SUBI Certificate and the beneficial
interest in the 1999-A SUBI Assets represented thereby, the HTB LP/HTD LP
1999-A SUBI Certificate and the beneficial interest in the 1999-A SUBI Assets
represented thereby, the HTA LP/HTD LP 1999-A Residual Value Insurance
Certificate and the beneficial interest in the 1999-A Residual Value
Insurance Proceeds represented thereby and the HTB LP/HTD LP 1999-A Residual
Value Insurance Certificate and the beneficial interest in the 1999-A
Residual Value Insurance Proceeds represented thereby and all of the related
property and rights as described in subsection (b) above. The parties hereto
represent and agree that the HTA LP/HTD LP 1999-A SUBI Certificate and the
beneficial interest in the 1999-A SUBI Assets represented thereby, the HTB
LP/HTD LP 1999-A SUBI Certificate and the beneficial interest in the 1999-A
SUBI Assets represented thereby, the HTA LP/HTD LP 1999-A Residual Value
Insurance Certificate and the beneficial interest in the 1999-A Residual
Value Insurance Proceeds represented thereby and the HTB LP/HTD LP 1999-A
Residual Value Insurance Certificate and the beneficial interest in the
1999-A Residual Value Insurance Proceeds represented thereby are hereby
transferred from HTA LP and HTB LP to HTD LP for fair consideration and
without the intent to hinder, delay or defraud creditors of HTA LP, HTB LP or
HTD LP.
(e) In connection with the foregoing conveyances to HTC LP, each of HTA
LP and HTB LP agree to record and file, at its own expense, a financing
statement with respect to the HTA LP/HTC LP 1999-A SUBI Certificate and the
beneficial interest in the 1999-A SUBI
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Assets represented thereby and the HTB LP/HTC LP 1999-A SUBI Certificate and
the beneficial interest in the 1999-A SUBI Assets represented thereby and all
of the related property and rights specified in subsection (a) above
necessary (i) to provide third parties with notice of the conveyance
hereunder and (ii) to perfect the sale of the HTA LP/HTC LP 1999-A SUBI
Certificate and the beneficial interest in the 1999-A SUBI Assets represented
thereby, the HTB LP/HTC LP 1999-A SUBI Certificate and the beneficial
interest in the 1999-A SUBI Assets represented thereby, the HTA LP/HTC LP
1999-A Residual Value Insurance Certificate and the beneficial interest in
the 1999-A Residual Value Insurance Proceeds represented thereby, the HTB
LP/HTC LP 1999-A Residual Value Insurance Certificate and the beneficial
interest in the 1999-A Residual Value Insurance Proceeds represented thereby
and the proceeds thereof to HTC LP (as well as to file any continuation
statements required by applicable state law to maintain the perfection
afforded by the filing of such financing statement), and to deliver a
file-stamped copy of each such financing statement (or continuation
statement) or other evidence of such filings (which may, for purposes of this
Section 2.01(e), consist of telephone confirmation of such filing with the
file stamped copy of each such filing to be provided to HTC LP in due
course), as soon as is practicable after receipt by HTA LP and HTB LP thereof.
The parties hereto intend that the conveyances to HTC LP hereunder be a
sale. In the event that the conveyances hereunder are for any reason not
considered a sale, the conveyances described above and all filings described
in the foregoing paragraph shall give HTC LP a first priority perfected
security interest in, to and under the property and rights conveyed hereunder
and all proceeds of any of the foregoing and this 1999-A SUBI Certificates
Purchase and Sale Agreement shall constitute a security agreement under
applicable law.
(f) In connection with the foregoing conveyances to HTD LP, each of the
UTI Beneficiaries agrees to record and file, at its own expense, a financing
statement with respect to the HTA LP/HTD LP 1999-A SUBI Certificate and the
beneficial interest in the 1999-A SUBI Assets represented thereby and the HTB
LP/HTD LP 1999-A SUBI Certificate and the beneficial interest in the 1999-A
SUBI Assets represented thereby and all of the related property and rights
specified in subsection (b) above necessary (i) to provide third parties with
notice of the conveyance hereunder and (ii) to perfect the sale of the HTA
LP/HTD LP 1999-A SUBI Certificate and the beneficial interest in the 1999-A
SUBI Assets represented thereby, the HTB LP/HTD LP 1999-A SUBI Certificate
and the beneficial interest in the 1999-A SUBI Assets represented thereby,
the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate and the
beneficial interest in the 1999-A Residual Value Insurance Proceeds
represented thereby, the HTB LP/HTD LP 1999-A Residual Value Insurance
Certificate and the beneficial interest in the 1999-A Residual Value
Insurance Proceeds represented thereby and the proceeds thereof to HTD LP (as
well as to file any continuation statements required by applicable state law
to maintain the perfection afforded by the filing of such financing
statement), and to deliver a file-stamped copy of each such financing
statement (or continuation statement) or other evidence of such filings
(which may, for purposes of this Section 2.01(f), consist of telephone
confirmation of such filing with the file stamped copy of each such filing to
be provided to HTD LP in due course), as soon as is practicable after receipt
by HTA LP and HTB LP thereof.
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The parties hereto intend that the conveyances to HTD LP hereunder be a
sale. In the event that the conveyances hereunder are for any reason not
considered a sale, the conveyances described above and all filings described
in the foregoing paragraph shall give HTD LP a first priority perfected
security interest in, to and under the property and rights conveyed hereunder
and all proceeds of any of the foregoing and this 1999-A SUBI Certificates
Purchase and Sale Agreement shall constitute a security agreement under
applicable law.
SECTION 2.02. ACCEPTANCE BY HTC LP AND HTD LP.
(a) HTC LP agrees to comply with all covenants and restrictions
applicable to an owner of the 1999-A SUBI, the HTA LP/HTC LP 1999-A SUBI
Certificate, the HTB LP/HTC LP 1999-A SUBI Certificate, the HTA LP/HTC LP
1999-A Residual Value Insurance Certificate and the HTB LP/HTC LP 1999-A
Residual Value Insurance Certificate, whether set forth therein, in the
Origination Trust Agreement, the 1999-A SUBI Supplement or otherwise, and
assumes all obligations and liabilities, if any associated therewith.
(b) HTD LP agrees to comply with all covenants and restrictions
applicable to an owner of the 1999-A SUBI, the HTA LP/HTD LP 1999-A SUBI
Certificate, the HTB LP/HTD LP 1999-A SUBI Certificate, the HTA LP/HTD LP
1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP 1999-A
Residual Value Insurance Certificate, whether set forth therein, in the
Origination Trust Agreement, the 1999-A SUBI Supplement or otherwise, and
assumes all obligations and liabilities, if any associated therewith.
SECTION 2.03. TRANSFER OF THE CERTIFICATES.
(a) In connection with the issuance of the HTA LP/HTC LP 1999-A SUBI
Certificate, the HTA LP/HTD LP 1999-A SUBI Certificate, the HTA LP/HTC LP
1999-A Residual Value Insurance Certificate and the HTA LP/HTD LP 1999-A
Residual Value Insurance Certificate, the 1999-A Securities Intermediary has
established, in the name of and for the benefit of HTA LP, a "securities
account" (as such term is defined in Section 8-501 of the UCC) (the "HTA LP
1999-A SUBI Securities Account") pursuant to the 1999-A Securities Accounts
Control Agreement. HTA LP shall accept the transfer of the HTA LP/HTC LP
1999-A SUBI Certificate, the HTA LP/HTD LP 1999-A SUBI Certificate, the HTA
LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTA LP/HTD LP
1999-A Residual Value Insurance Certificate to the HTA LP 1999-A SUBI
Securities Account.
(b) In connection with the issuance of the HTB LP/HTC LP 1999-A SUBI
Certificate, the HTB LP/HTD LP 1999-A SUBI Certificate, the HTB LP/HTC LP
1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP 1999-A
Residual Value Insurance Certificate, the 1999-A Securities Intermediary has
established, in the name of and for the benefit of HTB LP, a "securities
account" (as such term is defined in Section 8-501 of the UCC) (the "HTB LP
1999-A SUBI Securities Account") pursuant to the 1999-A Securities Accounts
Control Agreement. HTB LP shall accept the transfer of the HTB LP/HTC LP
1999-A SUBI Certificate, the HTB LP/HTD LP 1999-A SUBI Certificate, the HTB
LP/HTC LP 1999-A
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Residual Value Insurance Certificate and the HTB LP/HTD LP 1999-A Residual
Value Insurance Certificate to the HTB LP 1999-A SUBI Securities Account.
(c) In connection with the subsequent transfer of the HTA LP/HTC LP
1999-A SUBI Certificate, the HTB LP/HTC LP 1999-A SUBI Certificate, the HTA
LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTC LP
1999-A Residual Value Insurance Certificate, the 1999-A Securities
Intermediary has established, in the name of and for the benefit of HTC LP, a
"securities account" (as such term is defined in Section 8-501 of the UCC)
(the "HTC LP 1999-A SUBI Securities Account") pursuant to the 1999-A
Securities Accounts Control Agreement. HTC LP shall accept the transfer of
the HTA LP/HTC LP 1999-A SUBI Certificate, the HTB LP/HTC LP 1999-A SUBI
Certificate, the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate
and the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate to the HTC
LP 1999-A SUBI Securities Account.
(d) In connection with the subsequent transfer of the HTA LP/HTD LP
1999-A SUBI Certificate, the HTB LP/HTD LP 1999-A SUBI Certificate, the HTA
LP/HTD LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP
1999-A Residual Value Insurance Certificate, the 1999-A Securities
Intermediary has established, in the name of and for the benefit of HTD LP, a
"securities account" (as such term is defined in Section 8-501 of the UCC)
(the "HTD LP 1999-A SUBI Securities Account") pursuant to the 1999-A
Securities Accounts Control Agreement. HTD LP shall accept the transfer of
the HTA LP/HTD LP 1999-A SUBI Certificate, the HTB LP/HTD LP 1999-A SUBI
Certificate, the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate
and the HTB LP/HTD LP 1999-A Residual Value Insurance Certificate to the HTD
LP 1999-A SUBI Securities Account.
(e) On the Closing Date, HTA LP hereby agrees to (i) instruct the
1999-A Securities Intermediary to transfer (A) the HTA LP/HTC LP 1999-A SUBI
Certificate and the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate
from the HTA LP 1999-A SUBI Securities Account to the HTC LP 1999-A SUBI
Securities Account for the benefit of HTC LP and (B) the HTA LP/HTD LP 1999-A
SUBI Certificate and the HTA LP/HTD LP 1999-A Residual Value Insurance
Certificate from the HTA LP 1999-A SUBI Securities Account to the HTD LP
1999-A SUBI Securities Account for the benefit of HTD LP.
(f) On the Closing Date, HTB LP hereby agrees to (i) instruct the
1999-A Securities Intermediary to transfer (A) the HTB LP/HTC LP 1999-A SUBI
Certificate and the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate
from the HTB LP 1999-A SUBI Securities Account to the HTC LP 1999-A SUBI
Securities Account for the benefit of HTC LP and (B) the HTB LP/HTD LP 1999-A
SUBI Certificate and the HTB LP/HTD LP 1999-A Residual Value Insurance
Certificate from the HTB LP 1999-A SUBI Securities Account to the HTD LP
1999-A SUBI Securities Account for the benefit of HTD LP.
ARTICLE THREE
MISCELLANEOUS
12
<PAGE>
SECTION 3.01. AMENDMENT.
This 1999-A SUBI Certificates Purchase and Sale Agreement may be amended
from time to time in a writing signed by the parties hereto, with the prior
written consent of the 1999-A Owner Trustee, which shall be given only in the
circumstances contemplated by Section 9.01 of the 1999-A Securitization Trust
Agreement.
SECTION 3.02. GOVERNING LAW.
This 1999-A SUBI Certificates Purchase and Sale Agreement shall be
created under and governed by and construed under the internal laws of the
State of Delaware, without regard to any otherwise applicable principles of
conflict of laws and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
SECTION 3.03. SEVERABILITY.
If one or more of the covenants, agreements, provisions or terms of this
1999-A SUBI Certificates Purchase and Sale Agreement shall be for any reason
whatsoever 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 SUBI Certificates Purchase and Sale
Agreement, and shall in no way affect the validity or enforceability of the
other provisions of this 1999-A SUBI Certificates Purchase and Sale
Agreement, 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 1999-A SUBI Certificates Purchase and Sale Agreement invalid or
unenforceable in any respect.
SECTION 3.04. BINDING EFFECT.
The provisions of this 1999-A SUBI Certificates Purchase and Sale
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. COUNTERPARTS.
This 1999-A SUBI Certificates Purchase and Sale 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.
13
<PAGE>
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 1999-A SUBI Certificates Purchase and
Sale Agreement and to better assure and confirm unto the requesting party its
rights, powers and remedies hereunder.
SECTION 3.08. THIRD-PARTY BENEFICIARIES.
This 1999-A SUBI Certificates Purchase and Sale Agreement will inure to
the benefit of and be binding upon each subsequent holder of any legal or
beneficial interest in any of the HTA LP/HTB LP 1999-A SUBI Certificates, any
of the 1999-A Residual Value Insurance Certificates or certificates issued in
replacement thereof (which holders shall include the 1999-A Securitization
Trust and the holders of any securities issued thereby), who shall be
considered to be third-party beneficiaries hereof. Except as otherwise
provided in this 1999-A SUBI Certificates Purchase and Sale Agreement, no
other Person will have any right or obligation hereunder.
SECTION 3.09. 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 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 or member (as applicable) of a UTI Beneficiary or of a Transferor
which is a partnership or a limited liability company, 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 of a Special Purpose Affiliate partnership
(or any of their respective general partners) that is a partnership or a
limited liability company, 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 3.09 shall survive the
termination of this 1999-A SUBI Certificates Purchase and Sale Agreement 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]
14
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this 1999-A SUBI
Certificates Purchase and Sale Agreement to be duly executed by their
respective officers duly authorized as of the day and year first above
written.
HONDA TITLING A L.P., as UTI Beneficiary
By: HONDA TITLING A LLC, its general partner
By: HONDA TITLING INC., as its manager
By: /s/ Y. Kohama
------------------------------------------
Name: Y. Kohama
Title: President
HONDA TITLING B L.P., as UTI Beneficiary
By: HONDA TITLING B LLC, its general partner
By: HONDA TITLING INC., as its manager
By: /s/ Y. Kohama
------------------------------------------
Name: Y. Kohama
Title: President
HONDA TITLING C L.P.
By: HONDA TITLING C LLC, its general partner
By: HONDA FUNDING INC., as its manager
By: /s/ Y. Kohama
------------------------------------------
Name: Y. Kohama
Title: President
HONDA TITLING D L.P.
By: HONDA TITLING D LLC, its general partner
By: HONDA FUNDING INC., as its manager
By: /s/ Y. Kohama
------------------------------------------
Name: Y. Kohama
Title: President
S-1
<PAGE>
Exhibit 10.6
- -------------------------------------------------------------------------------
AGREEMENT OF DEFINITIONS
RELATING TO THE HONDA AUTO LEASE TRUST 1999-A
by and among
Honda Titling A L.P.
and
Honda Titling B L.P.,
as UTI Beneficiaries and Grantors,
U.S. Bank National Association,
as Trust Agent and as Owner Trustee,
American Honda Finance Corporation, as Servicer,
HVT, Inc., as Origination Trustee,
Delaware Trust Capital Management, Inc.,
as Delaware Trustee
Wilmington Trust Company,
as Delaware Owner Trustee,
The Bank of New York, as Indenture Trustee,
and
Honda Titling C L.P.
and
Honda Titling D L.P.,
as Transferors
------------------------------
Dated as of July 1, 1999
------------------------------
<PAGE>
AGREEMENT OF DEFINITIONS
This Agreement of Definitions (this "Agreement of Definitions"),
dated as of July 1, 1999, is by and among 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 of the Honda Lease Trust, a Delaware
business trust, American Honda Finance Corporation, a California corporation,
as servicer (in such capacity, the "Servicer"), U.S. Bank National
Association ("U.S. Bank"), a national banking association, as trust agent (in
such capacity, the "Trust Agent") and as owner trustee of the Honda Auto
Lease Trust 1999-A (in such capacity, the "1999-A Owner Trustee"), HVT,
Inc., as origination trustee of the Honda Lease Trust (in such capacity, the
"Origination Trustee"), Delaware Trust Capital Management, Inc., as Delaware
trustee of the Honda Lease Trust (in such capacity, the "Delaware Trustee"),
Wilmington Trust Company, as Delaware owner trustee of the Honda Auto Lease
Trust 1999-A (in such capacity, the "Delaware Owner Trustee"), The Bank of
New York, as indenture trustee of the Honda Auto Lease Trust 1999-A (in such
capacity, the "Indenture Trustee"), Honda Titling C L.P. ("HTC LP") and Honda
Titling D L.P. ("HTD LP"), each a Delaware limited partnership, as
transferors (in such capacity, the "Transferors").
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 this Agreement of Definitions described
in Section 1.01 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
<PAGE>
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 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 Origination Trustee, on behalf of
the Origination Trust, and the Servicer are entering into the 1999-A
Servicing Supplement, dated as of July 1, 1999 (as amended, supplemented or
restated from time to time, the "1999-A Servicing Supplement") pursuant to
which, among other things, the terms of the Origination Trust Agreement and
the Servicing Agreement, dated April 1, 1998, by and among the UTI
Beneficiaries, the Servicer and the Origination Trust will be supplemented
insofar as they apply solely to the servicing of the 1999-A SUBI Sub-Trust
created by the 1999-A SUBI Supplement
2
<PAGE>
to provide for further specific servicing obligations that will benefit the
SUBI Beneficiaries with respect to the 1999-A SUBI created by the 1999-A SUBI
Supplement.
F. 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 (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.
G. 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.
H. 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
3
<PAGE>
(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").
I. 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
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.
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 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.
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 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.
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 (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
4
<PAGE>
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.
M. 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 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.
N. 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 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.
O. 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.
P. 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.
5
<PAGE>
Q. The parties hereto have agreed to enter into this Agreement of
Definitions in an effort to establish and agree upon a single set of
definitions for any capitalized term used and not otherwise defined in any
documents executed in connection with the 1999-A SUBI if such document
references this Agreement of Definitions.
NOW, THEREFORE, in consideration of the parties' mutual agreement
to rely upon the definitions contained herein in the interpretation of the
1999-A Servicing Supplement, the 1999-A SUBI Supplement, the 1999-A
Securitization Trust Agreement and various other documents relating to the
transactions described therein, the parties hereto agree as follows:
Section 1.01. DEFINITIONS. In the event of any conflict between a
definition set forth both herein and in any document relating to such
Securitization, including the 1999-A SUBI Supplement or the 1999-A Servicing
Supplement, the definitions set forth therein shall prevail. For all
purposes of this Agreement of Definitions, except as otherwise expressly
provided or unless the context otherwise requires, (i) terms used in this
Agreement of Definitions include, as appropriate, all genders and the plural
as well as the singular, (ii) the term "include" and all variations thereof
means "include without limitation", (iii) the term "or" means "and/or", (iv)
the term "proceeds" has the meaning ascribed to such term in the UCC, (v) any
reference herein to an agreement includes any amendment, supplement or
restatement thereof, (vi) any reference herein to any person includes, as
applicable, any successors and permitted assigns of that person, and (vii)
any reference herein to a statute means that statute, as it has been amended,
and including all rules and regulations promulgated thereunder.
Whenever any agreement relating to the 1999-A SUBI or to the
transactions contemplated by the 1999-A Securitization Documents specifically
contemplates using the definitions contained in this Agreement of
Definitions, then, subject to the preceding paragraph, capitalized terms used
without definitions in such agreement shall have the following meanings:
"1999-A CERTIFICATE DISTRIBUTION ACCOUNT" means the account
established with and in the name of the 1999-A Owner Trustee for the benefit
of the Certificateholders pursuant to the 1999-A Securitization Trust
Agreement and the 1999-A Servicing Supplement and designated as the "1999-A
Certificate Distribution Account".
"1999-A CONTRACTS" means the Leases allocated to the 1999-A SUBI
and 1999-A SUBI Sub-Trust pursuant to the 1999-A SUBI Supplement.
"1999-A INDENTURE TRUSTEE" means The Bank of New York, in its
capacity as trustee under the Indenture, and any successor trustee appointed
thereunder.
"1999-A LEASED VEHICLES" means the Leased Vehicles allocated to the
1999-A SUBI and 1999-A SUBI Sub-Trust pursuant to the 1999-A SUBI Supplement.
"1999-A NOTE DISTRIBUTION ACCOUNT" means the account established
with and in the name of the 1999-A Indenture Trustee for the benefit of the
Noteholders pursuant to the 1999-A Securitization Trust Agreement and the
1999-A Servicing Supplement and designated as the "1999-A Note Distribution
Account".
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"1999-A NOTE SECURITIZATION TRUST" means the separate series of
the Honda Auto Lease Trust 1999-A created by the 1999-A Securitization Trust
Agreement, the estate of which consists or will consist of (i) the 1999-A
SUBI Certificates, the portion of the 1999-A SUBI Assets evidenced thereby
and all monies due and to become due thereunder from and after the Cutoff
Date; (ii) such monies as are from time to time deposited in each of the
1999-A SUBI Accounts (excluding any proceeds of the Residual Value Insurance
Policy or any other residual value insurance policies which are not subject
to the Lien of the 1999-A Securitization Trust Agreement); (iii) all rights
accruing to the holder of either of the 1999-A SUBI Certificates as a
third-party beneficiary of the Origination Trust Agreement, the 1999-A SUBI
Supplement and the 1999-A Servicing Supplement; and (iv) all proceeds of the
foregoing.
"1999-A OWNER TRUSTEE" means U.S. Bank, in its capacity as owner
trustee under the 1999-A Securitization Trust Agreement, and any successor
trustee appointed thereunder.
"1999-A PAYAHEAD ACCOUNT" means the account established by the
Origination Trustee and maintained by the Trust Agent, in the name of the
Origination Trustee and for the benefit of the holders of the 1999-A SUBI
Certificates and the Retained 1999-A SUBI Certificates, pursuant to Section
13.03 of the 1999-A SUBI Supplement.
"1999-A RESIDUAL VALUE INSURANCE CERTIFICATES" means the HTA LP/HTC
LP 1999-A Residual Value Insurance Certificate, the HTA LP/HTD LP 1999-A
Residual Value Insurance Certificate, the HTB LP/HTC LP 1999-A Residual Value
Insurance Certificate and the HTB LP/HTD LP 1999-A Residual Value Insurance
Certificate, which, collectively, represent a 100% beneficial interest in the
1999-A Residual Value Insurance Proceeds.
"1999-A RESIDUAL VALUE INSURANCE CO-TRUST" means the separate
series of the Honda Auto Lease Trust 1999-A created pursuant to the 1999-A
Securitization Trust Agreement, the estate of which consists or will consist
of (i) the 1999-A Residual Value Insurance Certificates, the 1999-A Residual
Value Insurance Proceeds evidenced thereby and all monies due and to become
due thereunder from and after the Cutoff Date; (ii) such monies as are from
time to time deposited in the 1999-A Residual Value Insurance Proceeds
Account; (iii) all rights accruing to the holder of any of the 1999-A
Residual Value Insurance Certificates as a third-party beneficiary of any of
the Basic Documents; and (iv) all proceeds of the foregoing.
"1999-A RESIDUAL VALUE INSURANCE CO-TRUSTEE" means U.S. Bank, in
its capacity as trustee of the 1999-A Securitization Trust in respect of the
1999-A Residual Value Insurance Co-Trust under the 1999-A Securitization
Trust Agreement, and any successor trustee appointed thereunder.
"1999-A RESIDUAL VALUE INSURANCE PROCEEDS" means 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.
"1999-A RESIDUAL VALUE INSURANCE PROCEEDS ACCOUNT" means the
account established with and in the name of the 1999-A Owner Trustee for the
benefit of the 1999-A
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Residual Value Insurance Co-Trust pursuant to Section 3.01(c) of the 1999-A
Securitization Trust Agreement and designated as the "1999-A Residual Value
Insurance Proceeds Account".
"1999-A RESIDUAL VALUE INSURANCE SECURITIES ACCOUNT" means the
securities account established by the 1999-A Securities Intermediary in the
name of and for the benefit of the 1999-A Residual Value Insurance Co-Trust
pursuant to the 1999-A Securities Accounts Control Agreement.
"1999-A SECURITIES ACCOUNTS CONTROL AGREEMENT" means that certain
1999-A Securities Accounts Control Agreement, dated as of July 1, 1999, among
HTA LP, HTB LP, HTC LP, HTD LP, U.S. Bank, as 1999-A Owner Trustee and as
1999-A Residual Value Insurance Co-Trustee, The Bank of New York, as 1999-A
Indenture Trustee, and the 1999-A Securities Intermediary.
"1999-A SECURITIES INTERMEDIARY" means U.S. Bank, in its capacity
as securities intermediary, for purposes of establishing the HTA LP 1999-A
SUBI Securities Account, the HTB LP 1999-A SUBI Securities Account, the HTC
LP 1999-A SUBI Securities Account, the HTD LP 1999-A SUBI Securities Account,
the 99.8% 1999-A SUBI Securities Account and the 1999-A Residual Value
Insurance Securities Account.
"1999-A SECURITIZATION DOCUMENTS" means the Indenture, the
Origination Trust Agreement, the Servicing Agreement, the 1999-A Servicing
Supplement, the 1999-A SUBI Supplement, the Backup Security Agreement, this
Agreement of Definitions, the 1999-A SUBI Certificates Purchase and Sale
Agreement and each other operative document related to the 1999-A
Securitization Trust.
"1999-A SECURITIZATION TRUST" means the Honda Auto Lease Trust
1999-A created by the 1999-A Securitization Trust Agreement, the estate of
which consists or will consist of (i) the 1999-A SUBI Certificates, the
portion of the 1999-A SUBI Assets evidenced thereby and all monies due and to
become due thereunder from and after the Cutoff Date; (ii) the 1999-A
Residual Value Insurance Certificates, the interest in the 1999-A Residual
Value Insurance Proceeds evidenced thereby and all monies due and to become
due thereunder from and after the Cutoff Date; (iii) such monies as are from
time to time deposited in each of the 1999-A SUBI Accounts; (iv) all rights
accruing to the holder of either of the 1999-A SUBI Certificates or any of
the 1999-A Residual Value Insurance Certificates as a third-party beneficiary
of the Origination Trust Agreement, the 1999-A SUBI Supplement and the 1999-A
Servicing Supplement; and (v) all proceeds of the foregoing.
"1999-A SECURITIZATION TRUST AGREEMENT" means that certain
Securitization Trust Agreement, dated as of July 1, 1999, among HTC LP and
HTD LP, as Transferors, Wilmington Trust Company, as Delaware Owner Trustee,
The Bank of New York, as 1999-A Indenture Trustee, and U.S. Bank, as 1999-A
Owner Trustee, pursuant to which, among other things, the 1999-A SUBI
Certificates will be transferred to the 1999-A Owner Trustee, in that
capacity, in connection with the Securitization of the portion of the 1999-A
SUBI Assets represented by the 1999-A SUBI Certificates.
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"1999-A SECURITIZATION TRUST ESTATE" means, with the understanding
that none of the following shall be interpreted to include the 1999-A
Residual Value Insurance Certificates, any 1999-A Residual Value Insurance
Proceeds or any residual value insurance policies relating to the 1999-A
Contracts and the 1999-A Leased Vehicles, (i) the property conveyed to the
1999-A Note Securitization Trust under Section 2.04 of the 1999-A
Securitization Trust Agreement; (ii) the 1999-A Note Distribution Account,
1999-A Certificate Distribution Account, the Reserve Fund and such monies as
are from time to time deposited therein; (iii) all proceeds of the foregoing
and (iv) any property which is subsequently added.
"1999-A SERVICER TERMINATION EVENT" means (i) any event relating to
the 1999-A SUBI Assets which constitutes a "Servicer Termination Event" under
Section 4.01 of the Servicing Agreement, subject to the qualifications set
forth in that Section 4.01 of the Servicing Agreement, 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 the 1999-A Servicing Supplement within ten Business Days after the date
any such report is due; PROVIDED, HOWEVER, a delay or failure in performance
under clause (ii) for a period of sixty Business Days shall not constitute a
1999-A Servicer Termination Event if caused by a Force Majeure Event.
"1999-A SERVICING SUPPLEMENT" means that certain Servicing
Supplement to the Servicing Agreement, dated as of July 1, 1999, by and among
HVT, Inc., as Origination Trustee of the Honda Lease Trust, HTA LP and HTB
LP, as UTI Beneficiaries, AHFC, as Servicer, and U.S. Bank, as Trust Agent,
and relating to the servicing of the 1999-A SUBI Assets.
"1999-A SUBI" means the SUBI created pursuant to the 1999-A SUBI
Supplement.
"1999-A SUBI ACCOUNT" means each or any of the 1999-A SUBI
Collection Account, the 1999-A Note Distribution Account, the 1999-A
Certificate Distribution Account, the 1999-A SUBI Lease Account, the Reserve
Fund and any 1999-A Payahead Account.
"1999-A SUBI ASSETS" means the 1999-A SUBI Portfolio and related
Trust Assets (not including any 1999-A Residual Value Insurance Proceeds or
any residual value insurance policies relating to the 1999-A Contracts and
the 1999-A Leased Vehicles) allocated to the 1999-A SUBI and 1999-A SUBI
Sub-Trust pursuant to the 1999-A SUBI Supplement.
"1999-A SUBI BENEFICIARY" means any Beneficiary that is a
Beneficiary because it is the holder or pledgee of a 1999-A SUBI Certificate
or a Retained 1999-A SUBI Certificate.
"1999-A SUBI CERTIFICATES" means the HTC LP 1999-A SUBI Certificate
and the HTD LP 1999-A SUBI Certificate issued by the Origination Trust
pursuant to the 1999-A SUBI Supplement, collectively evidencing a 99.8%
beneficial interest in the 1999-A SUBI Assets (which do not include the
Residual Value Insurance Policy or other residual value insurance policies or
the proceeds of the Residual Value Insurance Policy or any other residual
value insurance policies relating to the 1999-A Leased Vehicles or the 1999-A
Contracts).
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"1999-A SUBI CERTIFICATES PURCHASE AND SALE AGREEMENT" means that
certain 1999-A SUBI Certificates Purchase and Sale Agreement, dated as of
July 1, 1999, pursuant to which HTA LP and HTB LP will sell to HTC LP and HTD
LP, without recourse, all of their respective right, title and interest in
and to the 1999-A SUBI and the HTA LP/HTB LP 1999-A SUBI Certificates and the
1999-A Residual Value Insurance Proceeds and the 1999-A Residual Value
Insurance Certificates.
"1999-A SUBI COLLECTION ACCOUNT" means the account established by
the Servicer on behalf of and in the name of the Origination Trustee for the
benefit of the Beneficiaries of the 1999-A SUBI Certificates and the Retained
1999-A SUBI Certificates, which account shall be established pursuant to the
1999-A SUBI Supplement and the 1999-A Servicing Supplement and designated as
the "1999-A SUBI Collection Account".
"1999-A SUBI INTEREST" means the interest in the 1999-A SUBI
collectively represented by the 1999-A SUBI Certificates.
"1999-A SUBI LEASE ACCOUNT" means the SUBI Lease Account, if any,
designated as the "1999-A SUBI Lease Account" and established by the Servicer
in the name of the Origination Trustee for the benefit of the Beneficiaries
of the 1999-A SUBI Certificates and the Retained 1999-A SUBI Certificates,
which account shall be established pursuant to Section 13.02 of the 1999-A
SUBI Supplement.
"1999-A SUBI POOL BALANCE" means, as of any date with respect to
the 1999-A SUBI Sub-Trust, the sum of the Adjusted Lease Balances of all
1999-A Contracts at such date.
"1999-A SUBI PORTFOLIO" means the SUBI Portfolio that includes the
1999-A Contracts and 1999-A Leased Vehicles allocated to the 1999-A SUBI and
1999-A SUBI Sub-Trust pursuant to the 1999-A SUBI Supplement.
"1999-A SUBI SERVICING FEE" means, for the 1999-A SUBI Sub-Trust,
the fee payable on each Distribution Date with respect to the related
Collection Period equal to one-twelfth of the product of 1.00% and the
Aggregate Net Investment Value as of the first day of such Collection Period
(or, in the case of the Initial Distribution Date, as of the Cutoff Date).
"1999-A SUBI SUB-TRUST" means the SUBI Sub-Trust created pursuant
to the 1999-A SUBI Supplement including as its assets the 1999-A SUBI
Portfolio and the related Trust Assets (including the 1999-A SUBI Assets and
the 1999-A Residual Value Insurance Proceeds).
"1999-A SUBI SUPPLEMENT" means that certain SUBI Supplement to the
Origination Trust Agreement, dated as of July 1, 1999, pursuant to which,
among other things, the Origination Trustee (i) at the direction of the UTI
Beneficiaries, creates the 1999-A SUBI Sub-Trust and the 1999-A SUBI and (ii)
issues the HTA LP/HTB LP 1999-A SUBI Certificates and the 1999-A Residual
Value Insurance Certificates.
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"1999-A TRUST DOCUMENTS" means the Origination Trust Agreement, the
1999-A SUBI Supplement, the Servicing Agreement, the 1999-A Servicing
Supplement, the Certificate of Trust, any Co-Trustee Agreement, any
Assignment Agreement and any Trust Agency Agreement, to the extent that such
documents or agreements deal with the Securitization contemplated by 1999-A
Securitization Documents.
"99.8% 1999-A SUBI SECURITIES ACCOUNT" means the securities account
established by the 1999-A Securities Intermediary in the name of and for the
benefit of the 1999-A Securitization Trust pursuant to the 1999-A Securities
Accounts Control Agreement.
"ACCOUNTANT" means a Person qualified to pass upon accounting
questions, whether or not such Person shall be an officer or employee of a
Beneficiary, the Servicer or any of their respective Affiliates (unless
otherwise required to be "independent" (as contemplated by Rule 101 of the
Code of Professional Conduct of the American Institute of Certified Public
Accountants) and such status would invalidate such Person's qualification as
independent).
"ADDITIONAL LOSS AMOUNT" means, with respect to any Collection
Period, all payments (including any indemnification or reimbursement of the
Origination Trustee or any Trust Agent) with respect to Claims by Persons
other than the Origination Trustee, the Trust Agent, the Servicer, the 1999-A
Indenture Trustee, the 1999-A Owner Trustee, the Certificateholders, the
Noteholders and any other beneficiary of the Origination Trust against or
with respect to the 1999-A SUBI Assets paid during that Collection Period,
including reasonable fees and expenses of attorneys incurred in defending or
settling such Claims, all as allocated by the Origination Trustee pursuant to
Section 3.08 of the Origination Trust Agreement, and the amount of reserves
for possible future such payments that the Servicer, on behalf of the
Origination Trustee, deems advisable (after consultation with Independent
Accountants) to retain in the 1999-A SUBI Collection Account out of monies
that otherwise would constitute Collections for that Collection Period.
"ADDITIONAL LOSS LEASE" means a 1999-A Contract that has been sold
or otherwise disposed of to pay an Additional Loss Amount.
"ADJUSTED CAPITALIZED COST" means, with respect to any Lease and
the related Leased Vehicle, the Gross Capitalized Cost less the Capitalized
Cost Reduction, which amount is used in calculating the Monthly Payment.
"ADJUSTED LEASE BALANCE" means, with respect to any 1999-A Contract
and the related 1999-A Leased Vehicle as of any date, the Adjusted
Capitalized Cost minus the aggregate principal actually paid by or on behalf
of the related Lessee on or prior to such date; PROVIDED that the Lease
Principal component of Payments Ahead received but not yet applied shall not
be considered to have been paid by such Lessee.
"ADMINISTRATION AGREEMENT" means that certain Administration
Agreement, dated as of July 1, 1999, by and among the Honda Auto Lease Trust
1999-A, as Issuer, AHFC, as administrator, and The Bank of New York, as
indenture trustee.
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"ADMINISTRATIVE CHARGE" means, with respect to any 1999-A Contract,
any payment (whether or not part of the fixed monthly payment) payable to the
related lessor representing a late payment fee, an Extension Fee, an
allocation to the related Lessee of insurance premiums, sales, personal
property or excise taxes or any other similar charge.
"ADMINISTRATIVE EXPENSE" means any reasonable administrative cost
or expense associated with the Indenture, the Notes, the 1999-A
Securitization Trust or the Origination Trust, including reasonable fees and
expenses of attorneys and accountants.
"ADMINISTRATOR" means AHFC.
"ADVANCE" means, with respect to all Delinquent Leases included in
the 1999-A SUBI Assets during a Collection Period, an advance required to be
made with respect to such Delinquent Leases, the amount of which shall equal
the sum of (i) with respect to 1999-A Contracts which are Delinquent Leases
solely pursuant to clause (ii) of the definition of "Delinquent Leases", the
sum of all Monthly Payments which would have been due during such Collection
Period under such Delinquent Leases had the Servicer not granted deferrals on
such 1999-A Contracts and (ii) with respect to all other Delinquent Leases
other than those described in clause (i) hereof, the sum of all Monthly
Payments due but not received during such Collection Period.
"AFFILIATE" means, as to any Person, any other Person that (i)
directly or indirectly controls, is controlled by or is under common control
with such Person (excluding any trustee under, or any committee with
responsibility for administering, any employee benefit plan) or (ii) is an
officer, director, member or partner of such Person. For purposes of this
definition, a Person shall be deemed to be "controlled by" another Person if
such other Person possesses, directly or indirectly, the power (x) to vote 5%
or more of the securities (on a fully diluted basis) having ordinary voting
power for the election of directors, members or managing partners of such
Person or (y) to direct or cause the direction of the management and policies
of such Person, whether by contract or otherwise.
"AGGREGATE NET INVESTMENT VALUE" means, as of any day, the sum of
(i) the aggregate of the Discounted Principal Balances of all 1999-A
Contracts at such date, each such Discounted Principal Balance being derived
from the Schedule of 1999-A Contracts and 1999-A Leased Vehicles as in effect
on such date; PROVIDED that as of the last day of any Collection Period,
there shall be eliminated from the Schedule of 1999-A Contracts and 1999-A
Leased Vehicles for the purpose of this definition (including, without
limitation, the determination at any subsequent time of the Aggregate Net
Investment Value as of the last day of any Collection Period) each 1999-A
Contract that became a Charged-off, Liquidated, the Matured or Additional
Loss Lease before the end of such Collection Period and (ii) the aggregate of
the Booked Residual Values of those Leased Vehicles that have been added to
Matured Leased Vehicle Inventory within the three immediately preceding
Collection Periods but have not been sold or otherwise disposed of as of the
last day of the most recent Collection Period for no more than two full
Collection Periods, each such Booked Residual Value being derived from the
Schedule of 1999-A Contracts and 1999-A Leased Vehicles as in effect on such
date.
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"AGGREGATE NET LOSSES" means, with respect to a Collection Period,
an amount equal to the aggregate Discounted Principal Balances of all 1999-A
Contracts that became Charged-off Leases during such Collection Period minus
the sum of (a) all Net Repossession Proceeds and other Net Liquidation
Proceeds collected during such Collection Period with respect to Charged-off
Leases and (b) to the extent not duplicative of the amounts described in
clause (a), the portion of amounts subsequently received in respect of 1999-A
Contracts that had been charged-off in prior Collection Periods specified in
the 1999-A SUBI Supplement.
"AGREEMENT OF DEFINITIONS" means this Agreement of Definitions.
"AHFC" means American Honda Finance Corporation, a California
corporation, and its successors and assigns.
"ALTERNATE RESERVE FUND REQUIREMENT" means that formula pursuant to
which the Reserve Fund Requirement is to be calculated if any Reserve Fund
Test is not satisfied as of any Distribution Date. Pursuant to the Alternate
Reserve Fund Requirement, the Reserve Fund Requirement will equal the lesser
of (i) $214,081,288.79 (6.50% of 99.8% of the Aggregate Net Investment Value
as of the Cutoff Date) and (ii) the Note Balance as of the related
Distribution Date (after giving effect to reductions in the Note Balance on
such Distribution Date).
"ASSIGNMENT AGREEMENT" means any agreement between AHFC and the
1999-A Securitization Trust pursuant to which AHFC assigns to the 1999-A
Securitization Trust its rights under each Dealer Agreement described therein.
"AUTHENTICATING AGENT" means any Authenticating Agent appointed as
such pursuant to Section 6.15 of the Indenture, and includes any successor
thereto.
"AUTHORIZED NEWSPAPER" means a newspaper of general circulation in
The City of New York, printed in the English language and customarily
published on each Business Day, whether or not published on Saturdays,
Sundays and holidays.
"BACKUP SECURITY AGREEMENT" means that certain backup security
agreement, dated as of July 1, 1999, by and among the Servicer, the UTI
Beneficiaries, the Origination Trustee, HTC LP, HTD LP, the 1999-A Owner
Trustee and the 1999-A Indenture Trustee.
"BANKRUPT LEASE" means a 1999-A Contract as to which a voluntary or
involuntary case has commenced against the related Lessee under the federal
bankruptcy laws, as now or hereafter in effect, or under another present or
future federal or state bankruptcy, insolvency or similar law, after the date
of origination of the related 1999-A Contract.
"BASE RESERVE FUND FORMULA" means that formula pursuant to which
the Reserve Fund Requirement is to be calculated if all Reserve Fund Tests
are satisfied as of any Distribution Date. Pursuant to the Base Reserve Fund
Formula, the Reserve Fund Requirement with respect to any Distribution Date
will equal the lesser of (i) $181,145,705.90 (5.50% of 99.8% of the Aggregate
Net Investment Value as of the Cutoff Date) and (ii) the Note Balance as
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of the related Distribution Date (after giving effect to reductions in the
Note Balance on such Distribution Date).
"BASIC DOCUMENTS" means the Origination Trust Agreement, the
Servicing Agreement, the 1999-A Servicing Supplement, the 1999-A SUBI
Supplement, the 1999-A Securitization Trust Agreement, the 1999-A SUBI
Certificates Purchase and Sale Agreement, this Agreement of Definitions, the
Backup Security Agreement, the Indenture and any other operative document
relating to the Securitization of the 1999-A SUBI Assets.
"BENEFICIARY" means any Related Beneficiary of any Sub-Trust, and
"BENEFICIARIES" means, collectively, all of the Beneficiaries.
"BOOK VALUE" means, with respect to any 1999-A Contract and the
related 1999-A Leased Vehicle as of any date, the Adjusted Capitalized Cost
minus the aggregate Lease Principal scheduled to have been received on or
prior to such date.
"BOOKED RESIDUAL VALUE" means, with respect to any 1999-A Contract,
the value of the related 1999-A Leased Vehicle at the scheduled Maturity Date
as established or assigned by the Servicer at the time of origination of such
1999-A Contract in accordance with the Servicer's customary practices, which
value shall be used in determining the Monthly Payment.
"BOOK-ENTRY NOTES" means a beneficial interest in the Notes,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 2.10 of the Indenture.
"BUSINESS DAY" means any day other than a Saturday, a Sunday or a
day on which banking institutions in New York, New York, Chicago, Illinois,
Wilmington, Delaware or Los Angeles, California are authorized or obligated
by law, executive order or governmental decree to be closed.
"BUSINESS TRUST STATUTE" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 3801 ET SEQ.
"CAPITAL CONTRIBUTION" means any capital contribution to the
Origination Trust made by a Beneficiary, the Servicer or any of their
respective Affiliates.
"CAPITALIZED COST REDUCTION" means, with respect to any 1999-A
Contract and the related 1999-A Leased Vehicle, the total amount of any
rebate, cash payment, net trade-in allowance and non-cash credits that
reduced the Gross Capitalized Cost at the time of origination of such 1999-A
Contract.
"CAPPED CONTINGENT AND EXCESS LIABILITY PREMIUMS" means, as of any
Distribution Date, an amount sufficient to pay the premiums then due on the
portion of any Contingent and Excess Liability Insurance Policy allocable to
the 1999-A SUBI; PROVIDED, HOWEVER, that to the extent that the portion of
such amount allocable to the 1999-A SUBI Certificates, collectively, together
with all such portions since the beginning of the calendar year
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in which such Distribution Date occurs, exceeds $550,000, such portion shall
not constitute a Capped Contingent and Excess Liability Premium but instead
shall constitute an "Uncapped Administrative Expense".
"CAPPED INDENTURE TRUSTEE ADMINISTRATIVE EXPENSES" means, with
respect to any Distribution Date, the compensation of the 1999-A Indenture
Trustee pursuant to Section 6.07 of the Indenture and those other
Administrative Expenses with respect to the Indenture and the Notes,
including those due under Section 6.07 of the Indenture that, together with
all such Administrative Expenses paid since the beginning of the calendar
year in which such Distribution Date occurs, do not exceed $50,000 (or
$100,000 in any year in which an Indenture Event of Default occurs and the
1999-A Indenture Trustee sells the SUBI Interest pursuant to Section 5.14 of
the Indenture).
"CAPPED ORIGINATION TRUST ADMINISTRATIVE EXPENSES" means, as of any
Distribution Date, Administrative Expenses with respect to the Origination
Trust due on or before such Distribution Date as are allocable to the 1999-A
SUBI, but specifically not including any premiums on any portion of the
Contingent and Excess Liability Insurance Policy allocable to the 1999-A
SUBI; PROVIDED, HOWEVER, that to the extent the portion of such
Administrative Expenses allocable to the 1999-A SUBI Certificates,
collectively, together with all such portions since the beginning of the
calendar year in which such Distribution Date occurs, exceeds $100,000, such
portion shall not constitute a Capped Origination Trust Administrative
Expense but instead shall constitute an "Uncapped Administrative Expense".
"CAPPED OWNER TRUSTEE ADMINISTRATIVE EXPENSES" means, with respect
to any Distribution Date, the compensation of the 1999-A Owner Trustee
pursuant to Section 6.05 of the 1999-A Securitization Trust Agreement and
those other Administrative Expenses with respect to the 1999-A Securitization
Trust, including those due under Section 6.05 of the 1999-A Securitization
Trust Agreement, as are due on such Distribution Date that, together with all
such Administrative Expenses paid since the beginning of the calendar year in
which such Distribution Date occurs, do not exceed $5,000.
"CASH" means such coin or currency of the United States as at the
time shall be legal tender for the payment of public and private debts.
"CASH VALUE" means, with respect to any or all Trust Assets, as the
context may require, on any date, the sum of all cash and the aggregate
Adjusted Lease Balance of the 1999-A Contracts comprising such Trust Assets
on such date.
"CEDE" means Cede & Co., as the nominee of DTC, the initial
Clearing Agency.
"CERTIFICATE" means one of the Certificates executed and
authenticated by the 1999-A Owner Trustee, or a duly appointed authentication
agent, in substantially the form thereof set forth as Exhibit A to the 1999-A
Securitization Trust Agreement.
"CERTIFICATE BALANCE" means, as of any date, the Initial
Certificate Balance less the sum of (i) all payments made on or prior to such
date allocable to principal (including any
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reimbursements of (a) Covered Loss Amounts allocable to the Certificates or
(b) Certificate Principal Loss Amounts) and (ii) the amount of Certificate
Principal Loss Amounts, if any, which have not been reimbursed, but in each
case, excluding the payment, if any, of amounts allocable to distributions in
respect of the 1999-A Residual Value Insurance Co-Trust.
"CERTIFICATE DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Certificate Principal Distributable Amount
and the Certificate Interest Distributable Amount.
"CERTIFICATE FACTOR" means, with respect to any Distribution Date,
a seven-digit decimal figure equal to the Certificate Balance as of the close
of business on such Distribution Date (after giving effect to all changes in
the Certificate Balance made on that date) divided by the Initial Certificate
Balance.
"CERTIFICATE INTEREST CARRYOVER SHORTFALL" means, with respect to
any Distribution Date, the amount by which (i) the Certificate Interest
Distributable Amount for such Distribution Date plus any outstanding
Certificate Interest Carryover Shortfall from the immediately preceding
Distribution Date plus interest on such outstanding Certificate Interest
Carryover Shortfall, to the extent permitted by law, at the Certificate Rate
from such immediately preceding Distribution Date to but not including the
current Distribution Date exceeds (ii) the amount of interest distributed to
Certificateholders on such current Distribution Date.
"CERTIFICATE INTEREST DISTRIBUTABLE AMOUNT" means, with respect to
any Distribution Date, the product of (i) one-twelfth of the Certificate Rate
(or, in the case of the Initial Distribution Date, the product of (a) a
fraction, the numerator of which is 46 and the denominator of which is 360,
and (b) the Certificate Rate), and (ii) the Certificate Balance as of the
immediately preceding Distribution Date after giving effect to changes in the
Certificate Balance made on such immediately preceding Distribution Date (or,
in the case of the Initial Distribution Date, the Initial Certificate
Balance).
"CERTIFICATE LOSS AMOUNT" means, with respect to any Distribution
Date, the Uncovered Loss Amount for the related Collection Period.
"CERTIFICATE OF TITLE" means a certificate of title or other
evidence of ownership of a 1999-A Leased Vehicle issued by the Registrar of
Titles in the jurisdiction in which the 1999-A Leased Vehicle is registered.
"CERTIFICATE OF TRUST" means the Certificate of Trust, as such
document amended, filed for the 1999-A Securitization Trust pursuant to the
Business Trust Statute.
"CERTIFICATE OWNER" means, with respect to any Certificate, any
Person holding or owning a beneficial interest therein, whether or not such
Person is a Holder.
"CERTIFICATE PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to
any Distribution Date, the amount (if any) that is distributable to the
Certificateholders pursuant to Section 3.03(e) of the 1999-A Securitization
Trust Agreement.
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"CERTIFICATE PRINCIPAL LOSS AMOUNT" means, with respect to any
Distribution Date, the amount, if any, by which (i) the sum of the
Certificate Loss Amount for the related Collection Period and any previously
unreimbursed Certificate Principal Loss Amount exceeds (ii) the amount
available to be distributed pursuant to Section 3.03(c)(xx) and (xxi) of the
1999-A Securitization Trust Agreement on such Distribution Date.
"CERTIFICATE PRINCIPAL LOSS INTEREST AMOUNT" means, with respect to
any Distribution Date, the aggregate amount of accrued and unpaid interest
(at the Certificate Rate) on the aggregate amount of unreimbursed Certificate
Principal Loss Amounts.
"CERTIFICATE RATE" means 6.900%.
"CERTIFICATEHOLDER" means HTC LP, HTD LP and their respective
successors in their respective capacities as holders of the Certificates.
"CHARGED-OFF AMOUNT" means, as of any Distribution Date, an amount
equal to the sum of the Discounted Principal Balances, as of the end of the
related Collection Period, of any 1999-A Contracts that became Charged-off
Leases during that related Collection Period.
"CHARGED-OFF LEASE" means a 1999-A Contract (a) with respect to
which the related 1999-A Leased Vehicle has been repossessed and sold or
otherwise disposed of, or (b) which has been written off by the Servicer in
accordance with its normal policies for writing off lease contracts other
than with respect to repossessions.
"CHARGE-OFF RATE" means, with respect to any Collection Period, a
percentage equivalent to a fraction, the numerator of which is the product of
(a) 12 and (b) the Aggregate Net Losses with respect to such Collection
Period, and the denominator of which is the quotient of (a) the Aggregate Net
Investment Value as of the last day of such Collection Period plus the
Aggregate Net Investment Value as of the last day of the immediately
preceding Collection Period, divided by (b) 2.
"CHARGE-OFF RATE TEST" means that determination, made on each
Distribution Date, of the average of the Charge-off Rates for the immediately
preceding three Collection Periods (except (i) in the case of the September
1999 Determination Date, such determination shall only look to the Charge-off
Rate for the initial Collection Period, and (ii) in the case of the October
1999 Determination Date, such determination shall be the average of the
Charge-off Rates for the initial and September 1999 Collection Periods). The
Charge-off Rate Test will be satisfied if such average is 1.50% or less.
"CLAIMS" means any losses, liabilities and expenses (including
reasonable attorneys' and other professional fees and expenses) incurred in
connection with reasonable collection efforts or the defense of any suit or
action.
"CLASS" means all Securities whose form is identical except for
variation in denomination, principal amount or owner.
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<PAGE>
"CLASS A AGGREGATE LOSS AMOUNT" means the sum of (i) the Class A
Loss Amount, (ii) the Class A Note Principal Loss Amount and (iii) the Class
A Note Principal Loss Interest Amount.
"CLASS A LOSS AMOUNT" means the sum of the Class A-1 Loss Amount,
the Class A-2 Loss Amount, the Class A-3 Loss Amount, the Class A-4 Loss
Amount and the Class A-5 Loss Amount.
"CLASS A NOTE BALANCE" means the sum of the Class A-1 Note Balance,
the Class A-2 Note Balance, the Class A-3 Note Balance, the Class A-4 Note
Balance and the Class A-5 Note Balance.
"CLASS A NOTE PRINCIPAL LOSS AMOUNT" means the sum of the Class A-1
Note Principal Loss Amount, the Class A-2 Note Principal Loss Amount, the
Class A-3 Note Principal Loss Amount, the Class A-4 Note Principal Loss
Amount and the Class A-5 Note Principal Loss Amount.
"CLASS A NOTE PRINCIPAL LOSS INTEREST AMOUNT" means the sum of the
Class A-1 Note Principal Loss Interest Amount, the Class A-2 Note Principal
Loss Interest Amount, the Class A-3 Note Principal Loss Interest Amount, the
Class A-4 Note Principal Loss Interest Amount and the Class A-5 Note
Principal Loss Interest Amount.
"CLASS A NOTEHOLDER" means any Holder of or Note Owner with respect
to a Class A Note.
"CLASS A NOTES" means, collectively, the Class A-1 Notes, the Class
A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class A-5 Notes.
"CLASS A PERCENTAGE" means the Class A Note Balance immediately
after the Class A-4 Notes have been paid in full as a percentage of the Note
Balance at such time.
"CLASS A-1 ALLOCATION PERCENTAGE" means, as of any Distribution
Date, the Class A-1 Note Balance as a percentage of the Class A Note Balance,
each as of the last day of the related Collection Period.
"CLASS A-1 DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Class A-1 Principal Distributable Amount
and the Class A-1 Interest Distributable Amount.
"CLASS A-1 FINAL DISTRIBUTION DATE" means the August 2000
Distribution Date.
"CLASS A-1 INTEREST CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the amount by which (i) the Class A-1 Interest
Distributable Amount for such Distribution Date plus any outstanding Class
A-1 Interest Carryover Shortfall from the immediately preceding Distribution
Date plus interest on such outstanding Class A-1 Interest Carryover
Shortfall, to the extent permitted by law, at the Class A-1 Note Rate from
such immediately
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<PAGE>
preceding Distribution Date to but not including the current Distribution
Date exceeds (ii) the amount of interest distributed to Class A-1 Noteholders
on such current Distribution Date.
"CLASS A-1 INTEREST DISTRIBUTABLE AMOUNT" means, with respect to
any Distribution Date, the product of (i) a fraction, the numerator of which
is the actual number of days elapsed during the related Collection Period
(which, for purposes of the Initial Distribution Date, will be 48) and the
denominator of which is 360, (ii) the Class A-1 Note Rate and (iii) the Class
A-1 Note Balance as of the immediately preceding Distribution Date after
giving effect to changes in the Class A-1 Note Balance made on such
immediately preceding Distribution Date (or, in the case of the Initial
Distribution Date, the Initial Class A-1 Note Balance).
"CLASS A-1 LOSS AMOUNT" means, with respect to any Distribution
Date after the Class B Note Balance has been reduced to zero, the product of
(a) the Class A-1 Allocation Percentage, and (b) the Uncovered Loss Amount
for the related Collection Period.
"CLASS A-1 NOTE" means one of the Notes executed by the 1999-A
Owner Trustee and authenticated by the 1999-A Indenture Trustee, or a duly
appointed Authenticating Agent, in substantially the form of a Class A-1 Note
set forth as an exhibit to the Indenture.
"CLASS A-1 NOTE BALANCE" means initially the Initial Class A-1 Note
Balance and, on any date, means the Initial Class A-1 Note Balance reduced by
the sum of (i) all amounts distributed to Class A-1 Noteholders and allocable
to principal on or prior to such date (including any reimbursements of (a)
Covered Loss Amounts allocable to the Class A-1 Notes or (b) Class A-1 Note
Principal Loss Amounts) and (ii) the amount, if any, by which (a) the
aggregate of all Class A-1 Note Principal Loss Amounts on or prior to such
date exceeds (b) the aggregate of all Class A-1 Note Principal Loss Amounts
reimbursed on or prior to such date.
"CLASS A-1 NOTE FACTOR" means, with respect to any Distribution
Date, a seven-digit decimal figure equal to the Class A-1 Note Balance as of
the close of business on such Distribution Date (after giving effect to all
changes in the Class A-1 Note Balance made on that date) divided by the
Initial Class A-1 Note Balance.
"CLASS A-1 NOTE PRINCIPAL LOSS AMOUNT" means, with respect to any
Distribution Date, the amount, if any, by which (i) the sum of the Class A-1
Loss Amount for the related Collection Period and any previously unreimbursed
Class A-1 Note Principal Loss Amount exceeds (ii) the amount available to be
distributed in respect of the Class A-1 Notes pursuant to Section 3.03(c)(xi)
and (xii) of the 1999-A Securitization Trust Agreement on such Distribution
Date.
"CLASS A-1 NOTE PRINCIPAL LOSS INTEREST AMOUNT" means, with respect
to any Distribution Date, the aggregate amount of accrued and unpaid interest
(at the Class A-1 Note Rate) on the aggregate amount of unreimbursed Class
A-1 Note Principal Loss Amounts.
"CLASS A-1 NOTE RATE" means 5.445% per annum.
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<PAGE>
"CLASS A-1 NOTEHOLDER" means any Holder of or Note Owner with
respect to a Class A-1 Note, as indicated by the context.
"CLASS A-1 PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to
any Distribution Date, the amount (if any) that is distributable to the Class
A-1 Noteholders pursuant to Section 3.03(e) of the 1999-A Securitization
Trust Agreement.
"CLASS A-2 ALLOCATION PERCENTAGE" means, as of any Distribution
Date, the Class A-2 Note Balance as a percentage of the then Class A Note
Balance, each as of the last day of the related Collection Period.
"CLASS A-2 DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Class A-2 Principal Distributable Amount
and the Class A-2 Interest Distributable Amount.
"CLASS A-2 FINAL DISTRIBUTION DATE" means the October 2001
Distribution Date.
"CLASS A-2 INTEREST CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the amount by which (i) the Class A-2 Interest
Distributable Amount for such Distribution Date plus any outstanding Class
A-2 Interest Carryover Shortfall from the immediately preceding Distribution
Date plus interest on such outstanding Class A-2 Interest Carryover
Shortfall, to the extent permitted by law, at the Class A-2 Note Rate from
such immediately preceding Distribution Date to but not including the current
Distribution Date exceeds (ii) the amount of interest distributed to Class
A-2 Noteholders on such current Distribution Date.
"CLASS A-2 INTEREST DISTRIBUTABLE AMOUNT" means, with respect to
any Distribution Date, the product of (i) a fraction, the numerator of which
is the actual number of days elapsed during the related Collection Period
(which, for purposes of the Initial Distribution Date, will be 48) and the
denominator of which is 360, (ii) the Class A-2 Note Rate and (iii) the Class
A-2 Note Balance as of the immediately preceding Distribution Date after
giving effect to changes in the Class A-2 Note Balance made on such
immediately preceding Distribution Date (or, in the case of the Initial
Distribution Date, the Initial Class A-2 Note Balance).
"CLASS A-2 LOSS AMOUNT" means, with respect to any Distribution
Date after the Class B Note Balance has been reduced to zero, the product of
(a) the Class A-2 Allocation Percentage, and (b) the Uncovered Loss Amount
for the related Collection Period.
"CLASS A-2 NOTE" means one of the Notes executed by the 1999-A
Owner Trustee and authenticated by the 1999-A Indenture Trustee, as duly
appointed Authenticating Agent in substantially the form set forth is an
exhibit to the Indenture.
"CLASS A-2 NOTE BALANCE" means initially the Initial Class A-2 Note
Balance and, on any date, means the Initial Class A-2 Note Balance, reduced
by the sum of (i) all amounts distributed to Class A-2 Noteholders and
allocable to principal on or prior to such date (including any reimbursements
of (a) Covered Loss Amounts allocable to the Class A-2 Notes or (b) Class A-2
Note Principal Loss Amounts) and (ii) the amount, if any, by which (a) the
aggregate of all
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<PAGE>
Class A-2 Note Principal Loss Amounts on or prior to such date exceeds (b)
the aggregate of all Class A-2 Note Principal Loss Amounts reimbursed on or
prior to such date.
"CLASS A-2 NOTE FACTOR" means, with respect to any Distribution
Date, a seven-digit decimal figure equal to the Class A-2 Note Balance as of
the close of business on such Distribution Date (after giving effect to all
changes in the Class A-2 Note Balance made on that date) divided by the
Initial Class A-2 Note Balance.
"CLASS A-2 NOTE PRINCIPAL LOSS AMOUNT" means, with respect to any
Distribution Date, the amount, if any, by which (i) the sum of the Class A-2
Loss Amount for the related Collection Period and any previously unreimbursed
Class A-2 Note Principal Loss Amount exceeds (ii) the amount available to be
distributed in respect of the Class A-2 Notes pursuant to Section 3.03(c)(xi)
and (xii) of the 1999-A Securitization Trust Agreement on such Distribution
Date.
"CLASS A-2 NOTE PRINCIPAL LOSS INTEREST AMOUNT" means, with respect
to any Distribution Date, the aggregate amount of accrued and unpaid interest
(at the Class A-2 Note Rate) on the aggregate amount of unreimbursed Class
A-2 Note Principal Loss Amounts.
"CLASS A-2 NOTE RATE" means 5.875% per annum.
"CLASS A-2 NOTEHOLDER" means any Holder of or Note Owner with
respect to a Class A-2 Note, as indicated by the context.
"CLASS A-2 PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to
any Distribution Date, the amount (if any) that is distributable to the Class
A-2 Noteholders pursuant to Section 3.03(e) of the 1999-A Securitization
Trust Agreement.
"CLASS A-3 ALLOCATION PERCENTAGE" means, as of any Distribution
Date, the Class A-3 Note Balance as a percentage of the then Class A Note
Balance, each as of the last day of the related Collection Period.
"CLASS A-3 DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Class A-3 Principal Distributable Amount
and the Class A-3 Interest Distributable Amount.
"CLASS A-3 FINAL DISTRIBUTION DATE" means the January 2002
Distribution Date.
"CLASS A-3 INTEREST CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the amount by which (i) the Class A-3 Interest
Distributable Amount for such Distribution Date plus any outstanding Class
A-3 Interest Carryover Shortfall from the immediately preceding Distribution
Date plus interest on such outstanding Class A-3 Interest Carryover
Shortfall, to the extent permitted by law, at the Class A-3 Note Rate from
such immediately preceding Distribution Date to but not including the current
Distribution Date exceeds (ii) the amount of interest distributed to Class
A-3 Noteholders on such current Distribution Date.
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<PAGE>
"CLASS A-3 INTEREST DISTRIBUTABLE AMOUNT" means, with respect to
any Distribution Date, the product of (i) one-twelfth of the Class A-3 Note
Rate (or, in the case of the Initial Distribution Date, the product of (a) a
fraction, the numerator of which is 46 and the denominator of which is 360,
and (b) the Class A-3 Note Rate), and (ii) the Class A-3 Note Balance as of
the immediately preceding Distribution Date after giving effect to changes in
the Class A-3 Note Balance made on such immediately preceding Distribution
Date (or, in the case of the Initial Distribution Date, the Initial Class A-3
Note Balance).
"CLASS A-3 LOSS AMOUNT" means, with respect to any Distribution
Date after the Class B Note Balance has been reduced to zero, the product of
(a) the Class A-3 Allocation Percentage, and (b) the Uncovered Loss Amount
for the related Collection Period.
"CLASS A-3 NOTE" means one of the Notes executed by the 1999-A
Owner Trustee and authenticated by the 1999-A Indenture Trustee, or a duly
appointed Authenticating Agent, in substantially the form set forth as in
exhibit to the Indenture.
"CLASS A-3 NOTE BALANCE" means initially the Initial Class A-3 Note
Balance and, on any date, means the Initial Class A-3 Note Balance, reduced
by the sum of (i) all amounts distributed to Class A-3 Noteholders and
allocable to principal on or prior to such date (including any reimbursements
of (a) Covered Loss Amounts allocable to the Class A-3 Notes or (b) Class A-3
Note Principal Loss Amounts) and (ii) the amount, if any, by which (a) the
aggregate of all Class A-3 Note Principal Loss Amounts on or prior to such
date exceeds (b) the aggregate of all Class A-3 Note Principal Loss Amounts
reimbursed on or prior to such date.
"CLASS A-3 NOTE FACTOR" means, with respect to any Distribution
Date, a seven-digit decimal figure equal to the Class A-3 Note Balance as of
the close of business on such Distribution Date (after giving effect to all
changes in the Class A-3 Note Balance made on that date) divided by the
Initial Class A-3 Note Balance.
"CLASS A-3 NOTE PRINCIPAL LOSS AMOUNT" means, with respect to any
Distribution Date, the amount, if any, by which (i) the sum of the Class A-3
Loss Amount for the related Collection Period and any previously unreimbursed
Class A-3 Note Principal Loss Amount exceeds (ii) the amount available to be
distributed in respect of the Class A-3 Notes pursuant to Section 3.03(c)(xi)
and (xii) of the 1999-A Securitization Trust Agreement on such Distribution
Date.
"CLASS A-3 NOTE PRINCIPAL LOSS INTEREST AMOUNT" means, with respect
to any Distribution Date, the aggregate amount of accrued and unpaid interest
(at the Class A-3 Note Rate) on the aggregate amount of unreimbursed Class
A-3 Note Principal Loss Amounts.
"CLASS A-3 NOTE RATE" means 6.100% per annum.
"CLASS A-3 NOTEHOLDER" means any Holder of or Note Owner with
respect to a Class A-3 Note, as indicated by the context.
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<PAGE>
"CLASS A-3 PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to
any Distribution Date, the amount (if any) that is distributable to the Class
A-3 Noteholders pursuant to Section 3.03(e) of the 1999-A Securitization
Trust Agreement.
"CLASS A-4 ALLOCATION PERCENTAGE" means, as of any Distribution
Date, the Class A-4 Note Balance as a percentage of the then Class A Note
Balance, each as of the last day of the related Collection Period.
"CLASS A-4 DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Class A-4 Principal Distributable Amount
and the Class A-4 Interest Distributable Amount.
"CLASS A-4 FINAL DISTRIBUTION DATE" means the September 2002
Distribution Date.
"CLASS A-4 INTEREST CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the amount by which (i) the Class A-4 Interest
Distributable Amount for such Distribution Date plus any outstanding Class
A-4 Interest Carryover Shortfall from the immediately preceding Distribution
Date plus interest on such outstanding Class A-4 Interest Carryover
Shortfall, to the extent permitted by law, at the Class A-4 Note Rate from
such immediately preceding Distribution Date to but not including the current
Distribution Date exceeds (ii) the amount of interest distributed to Class
A-4 Noteholders on such current Distribution Date.
"CLASS A-4 INTEREST DISTRIBUTABLE AMOUNT" means, with respect to
any Distribution Date, the product of (i) one-twelfth of the Class A-4 Note
Rate (or, in the case of the Initial Distribution Date, the product of (a) a
fraction, the numerator of which is 46 and the denominator of which is 360,
and (b) the Class A-4 Note Rate), and (ii) the Class A-4 Note Balance as of
the immediately preceding Distribution Date after giving effect to changes in
the Class A-4 Note Balance made on such immediately preceding Distribution
Date (or, in the case of the Initial Distribution Date, the Initial Class A-4
Note Balance).
"CLASS A-4 LOSS AMOUNT" means, with respect to any Distribution
Date after the Class B Note Balance has been reduced to zero, the product of
(a) the Class A-4 Allocation Percentage, and (b) the Uncovered Loss Amount
for the related Collection Period.
"CLASS A-4 NOTE" means one of the Notes executed by the 1999-A
Owner Trustee and authenticated by the 1999-A Indenture Trustee, or a duly
appointed Authenticating Agent, in substantially the form of a Class A-4 Note
set forth as an exhibit to the Indenture.
"CLASS A-4 NOTE BALANCE" means initially the Initial Class A-4 Note
Balance and, on any date, means the Initial Class A-4 Note Balance, reduced
by the sum of (i) all amounts distributed to Class A-4 Noteholders and
allocable to principal on or prior to such date (including any reimbursements
of (a) Covered Loss Amounts allocable to Class A-4 Notes or (b) Class A-4
Note Principal Loss Amounts) and (ii) the amount, if any, by which (a) the
aggregate of all Class A-4 Note Principal Loss Amounts on or prior to such
date exceeds (b) the aggregate of all Class A-4 Note Principal Loss Amounts
reimbursed on or prior to such date.
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<PAGE>
"CLASS A-4 NOTE FACTOR" means, with respect to any Distribution
Date, a seven-digit decimal figure equal to the Class A-4 Note Balance as of
the close of business on such Distribution Date (after giving effect to all
changes in the Class A-4 Note Balance made on that date) divided by the
Initial Class A-4 Note Balance.
"CLASS A-4 NOTE PRINCIPAL LOSS AMOUNT" means, with respect to any
Distribution Date, the amount, if any, by which (i) the sum of the Class A-4
Loss Amount for the related Collection Period and any previously unreimbursed
Class A-4 Note Principal Loss Amount exceeds (ii) the amount available to be
distributed in respect of the Class A-4 Notes pursuant to Section 3.03(c)(xi)
and (xii) of the 1999-A Securitization Trust Agreement on such Distribution
Date.
"CLASS A-4 NOTE PRINCIPAL LOSS INTEREST AMOUNT" means, with respect
to any Distribution Date, the aggregate amount of accrued and unpaid interest
(at the Class A-4 Note Rate) on the aggregate amount of unreimbursed Class
A-4 Note Principal Loss Amounts.
"CLASS A-4 NOTE RATE" means 6.450% per annum.
"CLASS A-4 NOTEHOLDER" means any Holder of or Note Owner with
respect to a Class A-4 Note, as indicated by the context.
"CLASS A-4 PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to
any Distribution Date, the amount (if any) that is distributable to the Class
A-4 Noteholders pursuant to Section 3.03(e) of the 1999-A Securitization
Trust Agreement.
"CLASS A-5 AGGREGATE LOSS AMOUNT" means with respect to any
Distribution Date, the sum of (i) the Class A-5 Note Principal Loss Amount
and (ii) the Class A-5 Note Principal Loss Interest Amount, to the extent not
covered by distributions pursuant to Section 3.03(c) of the 1999-A
Securitization Trust Agreement on such Distribution Date prior to the
application of Section 3.03(f) of the 1999-A Securitization Trust Agreement.
"CLASS A-5 ALLOCATION PERCENTAGE" means, as of any Distribution
Date, the Class A-5 Note Balance as a percentage of the then Class A Note
Balance, each as of the last day of the related Collection Period.
"CLASS A-5 DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Class A-5 Principal Distributable Amount
and the Class A-5 Interest Distributable Amount.
"CLASS A-5 FINAL DISTRIBUTION DATE" means the July 2005
Distribution Date.
"CLASS A-5 INTEREST CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the amount by which (i) the Class A-5 Interest
Distributable Amount for such Distribution Date plus any outstanding Class
A-5 Interest Carryover Shortfall from the immediately preceding Distribution
Date plus interest on such outstanding Class A-5 Interest Carryover
Shortfall, to the extent permitted by law, at the Class A-5 Note Rate from
such immediately
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<PAGE>
preceding Distribution Date to but not including the current Distribution
Date exceeds (ii) the amount of interest distributed to Class A-5 Noteholders
on such current Distribution Date.
"CLASS A-5 INTEREST DISTRIBUTABLE AMOUNT" means, with respect to
any Distribution Date, the product of (i) one-twelfth of the Class A-5 Note
Rate (or, in the case of the Initial Distribution Date, the product of (a) a
fraction, the numerator of which is 46 and the denominator of which is 360,
and (b) the Class A-5 Note Rate), and (ii) the Class A-5 Note Balance as of
the immediately preceding Distribution Date after giving effect to changes in
the Class A-5 Note Balance made on such immediately preceding Distribution
Date (or, in the case of the Initial Distribution Date, the Initial Class A-5
Note Balance).
"CLASS A-5 LOSS AMOUNT" means, with respect to any Distribution
Date after the Class B Note Balance has been reduced to zero, the product of
(a) the Class A-5 Allocation Percentage, and (b) the Uncovered Loss Amount
for the related Collection Period.
"CLASS A-5 NOTE" means one of the Notes executed by the 1999-A
Owner Trustee and authenticated by the 1999-A Indenture Trustee, or a duly
appointed Authenticating Agent, in substantially the form of a Class A-5 Note
set forth as an exhibit to the Indenture.
"CLASS A-5 NOTE BALANCE" means initially the Initial Class A-5 Note
Balance and, on any date, means the Initial Class A-5 Note Balance, reduced
by the sum of (i) all amounts distributed to Class A-5 Noteholders and
allocable to principal on or prior to such date (including any reimbursements
of (a) Covered Loss Amounts allocable to the Class A-5 Notes or (b) Class A-5
Note Principal Loss Amounts) and (ii) the amount, if any, by which (a) the
aggregate of all Class A-5 Note Principal Loss Amounts on or prior to such
date exceeds (b) the aggregate of all Class A-5 Note Principal Loss Amounts
reimbursed on or prior to such date.
"CLASS A-5 NOTE FACTOR" means, with respect to any Distribution
Date, a seven-digit decimal figure equal to the Class A-5 Note Balance as of
the close of business on such Distribution Date (after giving effect to all
changes in the Class A-5 Note Balance made on that date) divided by the
Initial Class A-5 Note Balance.
"CLASS A-5 NOTE PRINCIPAL LOSS AMOUNT" means, with respect to any
Distribution Date, the amount, if any, by which (i) the sum of the Class A-5
Loss Amount for the related Collection Period and any previously unreimbursed
Class A-5 Note Principal Loss Amount exceeds (ii) the amount available to be
distributed in respect of the Class A-5 Notes pursuant to Section 3.03(c)(xi)
and (xii) of the 1999-A Securitization Trust Agreement on such Distribution
Date.
"CLASS A-5 NOTE PRINCIPAL LOSS INTEREST AMOUNT" means, with respect
to any Distribution Date, the aggregate amount of accrued and unpaid interest
(at the Class A-5 Note Rate) on the aggregate amount of unreimbursed Class
A-5 Note Principal Loss Amounts.
"CLASS A-5 NOTE RATE" means 6.650% per annum.
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<PAGE>
"CLASS A-5 NOTEHOLDER" means any Holder of or Note Owner with
respect to a Class A-5 Note, as indicated by the context.
"CLASS A-5 PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to
any Distribution Date, the amount (if any) that is distributable to the Class
A-5 Noteholders pursuant to Section 3.03(e) of the 1999-A Securitization
Trust Agreement.
"CLASS B AGGREGATE LOSS AMOUNT" means with respect to any
Distribution Date, the sum of (i) the Class B Note Principal Loss Amount and
(ii) the Class B Note Principal Loss Interest Amount, to the extent not
covered by distributions pursuant to Section 3.03(c) of the 1999-A
Securitization Trust Agreement on such Distribution Date prior to the
application of Section 3.03(f) of the 1999-A Securitization Trust Agreement.
"CLASS B DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Class B Principal Distributable Amount and
the Class B Interest Distributable Amount.
"CLASS B FINAL DISTRIBUTION DATE" means the July 2005 Distribution
Date.
"CLASS B INTEREST CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the amount by which (i) the Class B Interest Distributable
Amount for such Distribution Date plus any outstanding Class B Interest
Carryover Shortfall from the immediately preceding Distribution Date plus
interest on such outstanding Class B Interest Carryover Shortfall, to the
extent permitted by law, at the Class B Note Rate from such immediately
preceding Distribution Date to but not including the current Distribution
Date exceeds (ii) the amount of interest distributed to Class B Noteholders
on such current Distribution Date.
"CLASS B INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the product of (i) one-twelfth of the Class B Note Rate
(or, in the case of the Initial Distribution Date, the product of (a) a
fraction, the numerator of which is 46 and the denominator of which is 360,
and (b) the Class B Note Rate), and (ii) the Class B Note Balance as of the
immediately preceding Distribution Date after giving effect to changes in the
Class B Note Balance made on such immediately preceding Distribution Date
(or, in the case of the Initial Distribution Date, the Initial Class B Note
Balance).
"CLASS B LOSS AMOUNT" means, with respect to any Distribution Date
after the Class C Note Balance has been reduced to zero, the Uncovered Loss
Amount for the related Collection Period.
"CLASS B NOTE" means any one of the Notes executed by the 1999-A
Owner Trustee and authenticated by the 1999-A Indenture Trustee, or duly
appointed Authenticating Agent, in substantially the form of a Class B Note
set forth as an exhibit to the Indenture.
"CLASS B NOTE BALANCE" means initially the Initial Class B Note
Balance and, on any date, means the Initial Class B Note Balance, reduced by
the sum of (i) all amounts distributed to Class B Noteholders and allocable
to principal on or prior to such date (including
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any reimbursements of (a) Covered Loss Amounts allocable to the Class B Notes
or (b) Class B Note Principal Loss Amounts), (ii) the amount, if any, by
which (a) the aggregate of all Class B Note Principal Loss Amounts on or
prior to such date exceeds (b) the aggregate of all Class B Note Principal
Loss Amounts reimbursed on or prior to such date and (iii) the amount, if
any, by which (a) the aggregate of all Class B Note Principal Carryover
Shortfalls on or prior to such Distribution Date exceeds (b) the aggregate of
all Class B Note Principal Carryover Shortfalls reimbursed on or prior to
such date.
"CLASS B NOTE FACTOR" means, with respect to any Distribution Date,
a seven-digit decimal figure equal to the Class B Note Balance as of the
close of business on such Distribution Date (after giving effect to all
changes in the Class B Note Balance made on that date) divided by the Initial
Class B Note Balance.
"CLASS B NOTE PRINCIPAL CARRYOVER SHORTFALL" means, with respect to
any Distribution Date, the amount that otherwise would have been distributed
to the Class B Noteholders, in respect of Principal Collections, but instead
is distributed to the Class A-5 Noteholders and applied as set forth applied
as set forth in clauses (xi), (xii) or (xiii) of Section 3.03(c) of the
1999-A Securitization Trust Agreement.
"CLASS B NOTE PRINCIPAL CARRYOVER SHORTFALL INTEREST AMOUNT" means,
with respect to any Distribution Date, the aggregate amount of accrued and
compounded interest (at the Class B Note Rate) on the aggregate amount of
unreimbursed Class B Note Principal Carryover Shortfall as of the immediately
preceding Distribution Date.
"CLASS B NOTE PRINCIPAL LOSS AMOUNT" means, with respect to any
Distribution Date, the amount, if any, by which (i) the sum of the Class B
Loss Amount for the related Collection Period and any previously unreimbursed
Class B Note Principal Loss Amount exceeds (ii) the amount available to be
distributed pursuant to Section 3.03(c)(xiv) and (xvi) of the 1999-A
Securitization Trust Agreement on such Distribution Date.
"CLASS B NOTE PRINCIPAL LOSS INTEREST AMOUNT" means, with respect
to any Distribution Date, the aggregate amount of accrued and unpaid interest
(at the Class B Note Rate) on the aggregate amount of unreimbursed Class B
Note Principal Loss Amounts.
"CLASS B NOTE RATE" means 6.650% per annum.
"CLASS B NOTEHOLDER" means any Holder of or Note Owner with respect
to a Class B Note.
"CLASS B PERCENTAGE" means the Class B Note Balance immediately
after the Class A-4 Notes have been paid in full as a percentage of the Note
Balance at such time.
"CLASS B PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the amount (if any) that is distributable to the Class B
Noteholders pursuant to Section 3.03(e) of the 1999-A Securitization Trust
Agreement.
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"CLASS C DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Class C Principal Distributable Amount and
the Class C Interest Distributable Amount.
"CLASS C FINAL DISTRIBUTION DATE" means the July 2005 Distribution
Date.
"CLASS C INTEREST CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the amount by which (i) the Class C Interest Distributable
Amount for such Distribution Date plus any outstanding Class C Interest
Carryover Shortfall from the immediately preceding Distribution Date plus
interest on such outstanding Class C Interest Carryover Shortfall, to the
extent permitted by law, at the Class C Note Rate from such immediately
preceding Distribution Date to but not including the current Distribution
Date exceeds (ii) the amount of interest distributed to Class C Noteholders
on such current Distribution Date.
"CLASS C INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the product of (i) one-twelfth of the Class C Note Rate
(or, in the case of the Initial Distribution Date, the product of (a) a
fraction, the numerator of which is 46 and the denominator of which is 360,
and (b) the Class C Note Rate), and (ii) the Class C Note Balance as of the
immediately preceding Distribution Date after giving effect to changes in the
Class C Note Balance made on such immediately preceding Distribution Date
(or, in the case of the Initial Distribution Date, the Initial Class C Note
Balance).
"CLASS C LOSS AMOUNT" means, with respect to any Distribution Date
after the Certificate Balance has been reduced to zero, the Uncovered Loss
Amount for the related Collection Period.
"CLASS C NOTE" means any one of the Notes executed by the 1999-A
Owner Trustee and authenticated by the 1999-A Indenture Trustee, or duly
appointed Authenticating Agent, in substantially the form of a Class C Note
set forth as an exhibit to the Indenture.
"CLASS C NOTE BALANCE" means initially the Initial Class C Note
Balance and, on any date, means the Initial Class C Note Balance, reduced by
the sum of (i) all amounts distributed to Class C Noteholders and allocable
to principal on or prior to such date (including any reimbursements of (a)
Covered Loss Amounts allocable to the Class C Notes or (b) Class C Note
Principal Loss Amounts), (ii) the amount, if any, by which (a) the aggregate
of all Class C Note Principal Loss Amounts on or prior to such date exceeds
(b) the aggregate of all Class C Note Principal Loss Amounts reimbursed on or
prior to such date and (iii) the amount, if any, by which (a) the aggregate
of all Class C Note Principal Carryover Shortfalls on or prior to such
Distribution Date exceeds (b) the aggregate of all Class C Note Principal
Carryover Shortfalls reimbursed on or prior to such date.
"CLASS C NOTE FACTOR" means, with respect to any Distribution Date,
a seven-digit decimal figure equal to the Class C Note Balance as of the
close of business on such Distribution Date (after giving effect to all
changes in the Class C Note Balance made on that date) divided by the Initial
Class C Note Balance.
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"CLASS C NOTE PRINCIPAL CARRYOVER SHORTFALL" means, with respect to
any Distribution Date, the amount that otherwise would have been distributed
to the Class C Noteholders, in respect of Principal Collections, but instead
is distributed to the Class A-5 Noteholders or the Class B Noteholders and
applied as set forth in clauses (xi), (xii), (xiii), (xiv), (xvi) or (xviii)
of Section 3.03(c) of the 1999-A Securitization Trust Agreement.
"CLASS C NOTE PRINCIPAL CARRYOVER SHORTFALL INTEREST AMOUNT" means,
with respect to any Distribution Date, the aggregate amount of accrued and
compounded interest (at the Class C Note Rate) on the aggregate amount of
unreimbursed Class C Note Principal Carryover Shortfall as of the immediately
preceding Distribution Date.
"CLASS C NOTE PRINCIPAL LOSS AMOUNT" means, with respect to any
Distribution Date, the amount, if any, by which (i) the sum of the Class C
Loss Amount for the related Collection Period and any previously unreimbursed
Class C Note Principal Loss Amount exceeds (ii) the amount available to be
distributed pursuant to Section 3.03(c)(xv) and (xvii) of the 1999-A
Securitization Trust Agreement on such Distribution Date.
"CLASS C NOTE PRINCIPAL LOSS INTEREST AMOUNT" means, with respect
to any Distribution Date, the aggregate amount of accrued and unpaid interest
(at the Class C Note Rate) on the aggregate amount of unreimbursed Class C
Note Principal Loss Amounts.
"CLASS C NOTE RATE" means 6.900% per annum.
"CLASS C NOTEHOLDER" means any Holder of or Note Owner with respect
to a Class C Note.
"CLASS C PERCENTAGE" means the Class C Note Balance immediately
after the Class A-4 Notes have been paid in full as a percentage of the Note
Balance at such time.
"CLASS C PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the amount (if any) that is distributable to the Class C
Noteholders pursuant to Section 3.03(e) of the 1999-A Securitization Trust
Agreement.
"CLEARING AGENCY" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.
"CLEARING AGENCY PARTICIPANT" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with
the Clearing Agency.
"CLOSING DATE" means July 29, 1999.
"CODE" means the Internal Revenue Code of 1986, as amended.
"COLLATERAL" has the meaning set forth in the introductory granting
clause paragraphs of the Indenture.
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"COLLECTION PERIOD" means with respect to any Distribution Date,
the period from and including the first day of the calendar month immediately
preceding the calendar month in which such Distribution Date occurs (or, with
respect to the Initial Distribution Date, from and including the Cutoff Date)
to and including the last day of the calendar month immediately preceding the
calendar month in which the Distribution Date occurs.
"COLLECTIONS" means, with respect to any Collection Period, all net
collections received on or in respect of the 1999-A Contracts and 1999-A
Leased Vehicles during such Collection Period, including the following, but
subject to any limitations set forth in the 1999-A Securitization Documents:
(i) Monthly Payments (including amounts that previously were Payments Ahead
but which became due during such Collection Period), Prepayments (other than
Payments Ahead), and, subject to the proviso below, any other payment by a
Lessee under a 1999-A Contract; (ii) Net Matured Leased Vehicle Proceeds, Net
Repossession Proceeds, and all other Net Liquidation Proceeds; (iii) any Net
Insurance Proceeds not included in Net Liquidation Proceeds; and (iv)
Advances; PROVIDED, HOWEVER, that Collections (A) shall in no event include
proceeds of claims made under the Residual Value Insurance Policy or any
other residual value insurance policies, and (B) shall in no event include,
and shall be net of, the following: (1) any Administrative Charges, including
Extension Fees; (2) Payments Ahead; (3) to the extent not otherwise covered
in clauses (i) through (iv) above, the amount of all Advances, Matured Leased
Vehicle Expenses, Repossession Expenses and other Liquidation Expenses and
Insurance Expenses reimbursed to the Servicer; (4) Additional Loss Amounts in
respect of such Collection Period; and (5) any amounts required to be
retained in the 1999-A SUBI Collection Account in order to maintain that
account in good standing.
"COMMISSION" means the United States Securities and Exchange
Commission and any successor thereto.
"CONTINGENT AND EXCESS LIABILITY INSURANCE POLICY" means that
certain policy numbered ISA 07319423, issued to the Servicer and the
Origination Trustee, on behalf of the Origination Trust, by Indemnity
Insurance Company of North America (CIGNA) and that certain policy numbered
9857829613 issued to the Servicer and the Origination Trustee, on behalf of
the Origination Trust, by Tokio Marine & Fire Ins. Co., Ltd., plus all
contingent, excess or umbrella policies from time to time issued with the
Origination Trustee or the Origination Trust named as an additional insured
or loss payee, in each case to the extent applicable to any 1999-A Contract
or 1999-A Leased Vehicle and, in each case, all replacement or successor
policies.
"CORPORATE TRUST OFFICE" means, (a) with respect to the 1999-A
Indenture Trustee, as set forth in the Indenture, or at such other address as
the Indenture Trustee may designate from time to time by notice to the
Noteholders, the Servicer and the 1999-A Securitization Trust, or the
principal corporate trust office of any successor Indenture Trustee, except
that, with respect to presentation of Notes for payment, for registration of
transfer or for exchange, and with respect to the location of the Note
Register, such term shall mean the office or agency of the 1999-A Indenture
Trustee maintained for that purpose, which as of the date of this Indenture
is the same as set forth above, (b) with respect to the 1999-A Owner Trustee,
the Corporate Trust Department of the 1999-A Owner Trustee located at One
Illinois Center, 111 East Wacker Drive, Chicago, Illinois 60601, or at such
other address in the United States as the 1999-A Owner
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Trustee may designate from time to time by notice to the 1999-A Indenture
Trustee, HTC LP, HTD LP, the Servicer and the 1999-A Securitization Trust, or
the principal corporate trust office of any successor Owner Trustee, and (c)
with respect to the Delaware Owner Trustee, Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890.
"CO-TRUST INSURANCE PREMIUM SUBORDINATED NOTES" means the HTC
LP/Co-Trust Insurance Premium Subordinated Note and the HTD LP/Co-Trust
Insurance Premium Subordinated Note.
"CO-TRUSTEE AGREEMENT" means any instrument or agreement through
which the 1999-A Indenture Trustee and the Administrator appoint a co-trustee.
"COVERED LOSS AMOUNTS" means, for any Distribution Date, the lesser
of (i) the Investor Percentage of Loss Amounts for such Distribution Date and
(ii) amounts available for distribution remaining after application of (a)
clauses (i) through (ix) of Section 3.03(c) of the 1999-A Securitization
Trust Agreement prior to the reduction of the Class A Note Balance to zero or
(b) clauses (i) through (xiii) of Section 3.03(c) of the 1999-A
Securitization Trust Agreement following the reduction of the Class A Note
Balance to zero.
"CREDIT AND COLLECTION POLICY" means those lease origination and
credit and collection policies and practices of the Servicer as applied by
the Servicer with respect to Leases and Leased Vehicles.
"CURRENT LEASE" means each 1999-A Contract that is not a
Charged-off Lease, a Matured Lease, a Liquidated Lease or an Additional Loss
Lease.
"CUTOFF DATE" means as of the close of business on June 30, 1999.
"DEALER" means a motor vehicle dealer that is a party to a Dealer
Agreement.
"DEALER AGREEMENT" means a lease plan agreement between a Dealer
and AHFC that sets forth the respective rights and obligations of the parties
with respect to the origination of lease contracts by the Dealer.
"DEFAULTED LEASE" means a 1999-A Contract (a) as to which any
Monthly Payment or part thereof in excess of $40.00, remains unpaid for more
than 90 days from the original due date for such payment, or (b) that is a
Charged-off Lease.
"DEFINITIVE NOTES" shall have the meaning specified in Section 2.10
of the Indenture.
"DELAWARE ACT" means the Delaware Business Trust Act and,
specifically, the provisions of 12 Del. Code, Section 3801 ET SEQ., as
amended.
"DELAWARE OWNER TRUSTEE" means Wilmington Trust Company, in its
capacity as Delaware owner trustee, and its successors and assigns.
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"DELAWARE TRUSTEE" means Delaware Trust Capital Management, Inc.,
in its capacity as Delaware trustee of the Origination Trust, and its
successors and assigns.
"DELINQUENCY RATE" means, with respect to any Collection Period,
the percentage equivalent to a fraction, the numerator of which is the sum of
(a) the number of outstanding 1999-A Contracts as to which, as of the last
day of such Collection Period, all or any part of a Monthly Payment in excess
of $40.00 is unpaid (including because of a check being returned for
insufficient funds) and is 60 days or more past due (other than a 1999-A
Contract as to which a deferral has been granted with respect to such Due
Date by the Servicer pursuant to Section 2.06(b)(ii) of the Servicing
Agreement and Section 9.02(b) of the 1999-A Servicing Supplement) and (b) the
number of 1999-A Contracts for which the related 1999-A Leased Vehicle has
been repossessed (or the process of repossession has been commenced) but has
not yet been sold or otherwise disposed of (to the extent such 1999-A
Contract is not otherwise reflected in clause (a) above) during such
Collection Period, in any event whether or not the related Lessee is the
subject of bankruptcy or similar proceedings, and the denominator of which is
the aggregate number of Current Leases on the last day of such Collection
Period.
"DELINQUENCY RATE TEST" means that determination, made on each
Determination Date, of the average of the Delinquency Rates for the three
immediately preceding Collection Periods (or the initial Collection Period,
in the case of the September 1999 Determination Date, or the initial and
September 1999 Collection Periods, in the case of the October 1999
Determination Date). The Delinquency Rate Test will be satisfied if such
average is 1.50% or less.
"DELINQUENT LEASES" means (i) 1999-A Contracts that are 31 days or
more past due as of the end of the related Collection Period, and (ii) 1999-A
Contracts with respect to which the Servicer has granted a deferral pursuant
to Section 9.02(b) of the 1999-A Servicing Supplement.
"DEPOSIT DATE" means, with respect to any Collection Period, the
Business Day preceding the related Distribution Date.
"DETERMINATION DATE" means, with respect to any Distribution Date,
the tenth calendar day of each month or, if such day is not a Business Day,
the next succeeding Business Day.
"DISCOUNT RATE" means 9.00% per annum.
"DISCOUNTED LEASE" means a 1999-A Contract with a Lease Rate of
less than 9.00%.
"DISCOUNTED PRINCIPAL BALANCE" means (i) with respect to any 1999-A
Contract that is a Discounted Lease, an amount equal to the present value of
the sum of all remaining Monthly Payments on such 1999-A Contract paid on a
timely basis, plus the Booked Residual Value of the related 1999-A Leased
Vehicle, calculated by discounting such Monthly Payments
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and Booked Residual Value by the Discount Rate, and (ii) with respect to any
other 1999-A Contract, its Outstanding Principal Balance at such time.
"DISTRIBUTION DATE" means, with respect to a Collection Period, the
fifteenth day of the following month, or if that day is not a Business Day,
the next Business Day, beginning with September 15, 1999.
"DTC" means The Depository Trust Company and its successors.
"DUE DATE" means, as to any Monthly Payment, the date during each
month upon which such payment is due, which date is specified in the related
1999-A Contract.
"EARLY TERMINATION AMOUNT" means, as of any Distribution Date, an
amount equal to the sum of the Discounted Principal Balances, as of the end
of the related Collection Period, of any Early Termination Leases that became
Early Termination Leases during that related Collection Period, such
Discounted Principal Balances calculated without reference to payments
received by the Servicer in the form of non-cash items.
"EARLY TERMINATION LEASE" means a 1999-A Contract which is
terminated prior to its Maturity Date by agreement between the Servicer and
the Lessee in connection with the payment (excluding payments in the form of
non-cash items) of less than 100% of the Discounted Principal Balance of a
1999-A Contract; PROVIDED, HOWEVER, that such a 1999-A Contract will not
constitute an Early Termination Lease if such deficit is less than $200.00.
"ELIGIBLE ACCOUNT" means an account maintained with a depositary
institution or trust company (i) having corporate trust powers, and (ii) (a)
the short-term unsecured debt obligations of which have the Required Deposit
Rating or (b) having a long-term unsecured debt rating acceptable to each
Rating Agency, provided such account is maintained in a segregated trust
account in the corporate trust department of such depository institution or
trust company.
"ELIGIBLE INVESTMENTS" means, as used in the 1999-A SUBI
Supplement, the 1999-A Servicing Supplement, the 1999-A Securitization Trust
Agreement, the Servicing Agreement and the Origination Trust Agreement with
respect to any investments to be made with respect to any 1999-A SUBI Assets
or proceeds thereof (notwithstanding the definition of "Eligible Investments"
set forth in the Origination Trust Agreement), any one or more of the
following instruments, obligations or securities, in each case subject to any
further criteria specified in the 1999-A SUBI Supplement:
(a) obligations of, and obligations fully guaranteed as to
timely payment of principal and interest by, the United States or any
agency thereof, provided such obligations are backed by the full faith and
credit of the United States;
(b) general obligations of or obligations guaranteed by (i)
FNMA, or (ii) any state of the United States, the District of Columbia or
the Commonwealth of Puerto Rico so long as such obligations are rated the
highest available credit rating of Standard &
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Poor's and Moody's, and if rated by Fitch, the highest available credit
rating of Fitch for such obligations;
(c) certificates of deposit issued by any depository institution
or trust company (including any trustee) incorporated under the laws of the
United States or of any state thereof, the District of Columbia or the
Commonwealth of Puerto Rico and subject to supervision and examination by
banking authorities of one or more of such jurisdictions, provided that the
short-term unsecured debt obligations of such depository institution or
trust company are rated the highest available credit rating of Standard &
Poor's and Moody's, and if rated by Fitch, the highest available credit
rating of Fitch;
(d) certificates of deposit, demand or time deposits of,
bankers' acceptances issued by, or federal funds sold by, any depository
institution or trust company (including any trustee) incorporated under the
laws of the United States or any state and subject to supervision and
examination by federal and/or state banking authorities and the deposits of
which are fully insured by the FDIC, so long as at the time of such
investment or contractual commitment providing for such investment either
such depository institution or trust company has the Required Deposit
Rating (or if such investment will mature after more than one month, the
long-term, unsecured debt of the issuer has the highest available credit
rating from the applicable rating agency) or such trustee shall have
received a letter from the applicable rating agency to the effect that
credit such investment would not result in the qualification, downgrading
or withdrawal of the credit ratings then assigned to any Rated Notes issued
by the 1999-A Securitization Trust;
(e) certificates of deposit issued by any bank, trust company,
savings bank or other savings institution and fully insured by the FDIC
having the Required Deposit Rating (or if such investment will mature after
more than one month, the long-term, unsecured debt of the issuer has the
highest available credit rating of Standard & Poor's and Moody's, and if
rated by Fitch, the highest available credit rating of Fitch);
(f) repurchase obligations held by the 1999-A Owner Trustee that
are acceptable to the 1999-A Owner Trustee with respect to any security
described in clauses (a), (b) or (g) hereof or any other security issued or
guaranteed by any other agency or instrumentality of the United States, in
either case entered into with a federal agency or a depository institution
or trust company (acting as principal) described in clause (d) above
(including the 1999-A Owner Trustee); PROVIDED, HOWEVER, that repurchase
obligations entered into with any particular depository institution or
trust company (including the 1999-A Owner Trustee) will not be Eligible
Investments to the extent that the aggregate principal amount of such
repurchase obligations with such depository institution or trust company
held by the 1999-A Owner Trustee on behalf of the 1999-A Securitization
Trust or of all of the Trust Assets shall exceed 10% of either the related
Aggregate Net Investment Value or the aggregate unpaid principal balance or
face amount, as the case may be, of all Eligible Investments so held
thereby;
(g) interests in any open-end or closed-end management type
investment company or investment trust (i) registered under the Investment
Company Act, the
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portfolio of which is limited to the obligations of, or guaranteed by, the
United States and to agreements to repurchase such obligations, which
agreements, with respect to principal and interest, are at least 100%
collateralized by such obligations marked to market on a daily basis and
the investment company or investment trust shall take delivery of such
obligations either directly or through an independent custodian designated
in accordance with the Investment Company Act and (ii) acceptable to the
applicable rating agency (as approved in writing by such rating agency) as
collateral for securities having ratings equivalent to the ratings of the
Rated Notes on the Closing Date;
(h) securities bearing interest or sold at a discount issued by
any corporation incorporated under the laws of the United States or any
state thereof so long as at the time of such investment or contractual
commitment providing for such investment (i) the long-term, unsecured debt
of such corporation has the highest available credit rating from each
Rating Agency, or (ii) the 1999-A Owner Trustee shall have received a
letter from each Rating Agency to the effect that such investment would not
result in the qualification, downgrading or withdrawal of the ratings then
assigned to any Rated Notes issued by the 1999-A Securitization Trust or
commercial paper, or other short-term debt of an entity earning the
Required Deposit Rating;
(i) money market funds so long as such funds are rated the
highest available credit rating of Standard & Poor's and Moody's, and if
rated by Fitch, the highest available credit rating of Fitch, including any
such fund for which the 1999-A Owner Trustee or an Affiliate thereof serves
as an investment advisor, administrator, shareholder servicing agent and/or
custodian or subcustodian, and notwithstanding that (i) such Person charges
and collects fees and expenses from such funds for services rendered, (ii)
such Person charges and collects fees and expenses for services rendered
pursuant to the 1999-A Securitization Trust Agreement and (iii) services
performed for such funds and pursuant to the 1999-A Securitization Trust
Agreement may converge at any time. Each of HTC LP, HTD LP and the
Servicer hereby specifically authorizes the 1999-A Owner Trustee or
Origination Trustee or an Affiliate thereof to charge and collect all fees
and expenses from such funds for services rendered to such funds, in
addition to any fees and expenses such Person may charge and collect for
services rendered pursuant to the 1999-A Securitization Trust Agreement;
and
(j) such other investments acceptable to each Rating Agency (as
approved in writing by each Rating Agency) as will not result in the
qualification, downgrading or withdrawal of the ratings then assigned by
such Rating Agency to any Rated Notes issued by the 1999-A Securitization
Trust; PROVIDED that each of the foregoing investments shall mature no
later than the day specified in the 1999-A Servicing Supplement, and shall
be required to be held to such maturity.
None of the foregoing will be considered an Eligible Investment if:
(i) it constitutes a certificated security, bankers' acceptance,
commercial paper, negotiable certificate of deposit or other obligation that
constitutes "financial assets" within the meaning of Section 8-102(a)(9)(c) of
the UCC unless a security entitlement with
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respect to such Eligible Investment has been created, in favor of the
Origination Trustee or the 1999-A Owner Trustee, as appropriate, in
accordance with Section 8-501(b) of the UCC and the related securities
intermediary has agreed not to comply with entitlement orders of any secured
party other than the 1999-A Owner Trustee, the 1999-A Indenture Trustee or
the Origination Trustee, as the case may be; or
(ii) it constitutes a book-entry security held through the Federal
Reserve System pursuant to federal book-entry regulations, unless, in
accordance with applicable law, (A) a book-entry registration thereof is made
to an appropriate book-entry account maintained with a Federal Reserve Bank
by the Origination Trustee, the 1999-A Indenture Trustee or the 1999-A Owner
Trustee, as appropriate, or by a custodian therefor, (B) a deposit advice or
other written confirmation of such book-entry registration is issued to such
trustee or custodian, (C) any such custodian makes entries in its books and
records identifying that such book-entry security is held through the Federal
Reserve System pursuant to federal book-entry regulations and belongs to such
trustee and indicating that such custodian holds such Eligible Investment
solely as agent for the 1999-A Owner Trustee, the 1999-A Indenture Trustee or
the Origination Trustee, as appropriate, (D) the 1999-A Owner Trustee, the
1999-A Indenture Trustee or Origination Trustee, as appropriate, makes
entries in its books and records establishing that it holds such security
solely in such capacity, and (E) any additional or alternative procedures as
may hereafter become necessary to effect complete transfer of ownership
thereof to such trustee are satisfied, consistent with changes in applicable
law or regulations or the interpretation thereof.
Notwithstanding anything to the contrary contained in this
definition, no Eligible Investment may be purchased at a premium and no
Eligible Investment shall be an "interest only" instrument.
None of the foregoing will be an Eligible Investment with respect
to amounts on deposit in the 1999-A Note Distribution Account or the 1999-A
Certificate Distribution Account unless by its own terms it matures on or
before the Deposit Date preceding the next relevant Distribution Date and it
includes a demand, put or similar feature such that the 1999-A Owner Trustee
is able to cause such investment to mature before such Deposit Date to the
extent set forth in Section 3.03 of the 1999-A Securitization Trust Agreement.
For purposes of this definition, any reference to the highest
available credit rating of an obligation shall mean the highest available
credit rating for such obligation (excluding any "+" signs associated with
such rating), or such lower credit rating (as approved in writing by each
Rating Agency) as will not result in the qualification, downgrading or
withdrawal of the rating then assigned by such Rating Agency to any Rated
Notes issued by the 1999-A Securitization Trust.
"ELIGIBLE LEASE" means a Lease as to which the following are true
as of the Cutoff Date (unless otherwise specified below):
a. that was originated by a Dealer (i) in the ordinary
course of its business, (ii) on a form of Lease, (iii) pursuant
to a form of Dealer
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Agreement that provides for recourse to the Dealer in the event of
certain defects in the Lease but not for default by the Lessee, and
(iv) in compliance with the Credit and Collection Policy;
b. which Lease and the related Leased Vehicle are owned by
the Origination Trustee, on behalf of the Origination Trust, free
of all Liens, tax liens, mechanics' liens and liens that arise by
operation of law, but other than any lien on the title of such
Leased Vehicle noted solely to provide for delivery of title
documentation to the Origination Trustee or its designee;
c. that was originated in compliance with, and complies
with, all material applicable legal requirements, including, to
the extent applicable, the Federal Consumer Credit Protection
Act, as amended, Regulations M and Z of the Board of Governors of
the Federal Reserve System, as amended, all state leasing and
consumer protection laws and all state and federal usury laws;
d. as to which all material consents, licenses, approvals
or authorizations of, or registrations or declarations with, any
governmental authority required to be obtained, effected or given
by the originator of such Lease in connection with (i) the
origination of such Lease, (ii) the execution, delivery and
performance by such originator of such Lease, and (iii) the
acquisition by the Origination Trust of such Lease and the
related Leased Vehicle, have been duly obtained, effected or
given and are in full force and effect as of such date of
creation or acquisition;
e. that is the legal, valid and binding full-recourse
payment obligation of the Lessee thereunder, enforceable against
such Lessee in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws, now
or hereafter in effect, affecting the enforcement of creditors'
rights in general and except as such enforceability may be
limited by general principles of equity (whether considered in a
suit at law or in equity);
f. that, to the knowledge of the Servicer, is not subject
to any right of rescission, setoff, counterclaim or other defense
(including defenses arising out of violations of usury laws) of
the Lessee thereof to payment of the amounts due thereunder, and
no such right of rescission, setoff, counterclaim or other
defense has been asserted or threatened;
g. as to which each of the related Dealer, the Servicer
and the Origination Trustee, on behalf of the Origination Trust,
has satisfied all obligations required to be fulfilled on its
part on or prior to the Cutoff Date with respect to such Lease
and the related Leased Vehicle;
h. that is payable solely in United States dollars in the
United States;
i. the Lessee of which is a Person located in one or more
of the 50 states of the United States, the District of Columbia
or a territory of
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the United States and is not (i) a Grantor, the Servicer, a
Transferor, or an Affiliate thereof or (ii) the United States
of America or any state or local government or any agency or
political subdivision thereof;
j. that requires the Lessee thereunder to maintain
insurance against loss or damage to the related Leased Vehicle
under an insurance policy that names the Origination Trust or the
Origination Trustee, on behalf of the Origination Trust, as
necessary, as loss payee, and the related Leased Vehicle is
covered by the Residual Value Insurance Policy;
k. the related Leased Vehicle of which is titled in the
name of the Origination Trust or the Origination Trustee on
behalf of the Origination Trust (or properly completed
applications for such title have been submitted to the
appropriate titling authority), as necessary, and all transfer
and similar taxes imposed in connection therewith have been paid;
l. that arises under a closed-end Lease that (i) requires
equal monthly payments to be made within a fixed time period from
the date of origination of such Lease, such time period to be at
least 24 months and no more than 60 months, and (ii) requires
such payments to be made by the Lessee thereof within 30 days
after the billing date for such payment;
m. that is fully assignable and that does not require the
consent of the Lessee thereunder as a condition to any transfer,
sale or assignment of the rights of the originator under such
Lease;
n. as to which the Booked Residual Value of the related
Leased Vehicle does not exceed the lesser of (i) $60,000, and
(ii) the amount reasonably established by the Servicer consistent
with its policies and practices regarding the setting of residual
values as applied with respect to closed-end retail automobile,
minivan and sport utility vehicle leases;
o. that, as of the related Cutoff Date, has not been
extended by more than six months in the aggregate or been
otherwise compromised, adjusted or modified except in accordance
with the Credit and Collection Policy;
p. as to which the Lessee thereof has not made a claim
under the Soldiers' and Sailors' Relief Act of 1940;
q. that satisfies all applicable requirements of the
Credit and Collection Policy;
r. that is not allocated to any SUBI other than the 1999-A
SUBI;
s. that, as of the Cutoff Date, is not a Defaulted Lease,
a Bankrupt Lease or more than 30 days past due;
t. that is a finance lease for purposes of generally
accepted accounting principles, consistently applied;
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u. that is a "true lease", as opposed to a lease intended
as security, under the laws of the jurisdiction in which it was
originated;
v. as to which the Servicer has not exercised any right of
set off against the originating Dealer as contemplated by Section
2.05 of the Servicing Agreement;
w. the related Leased Vehicle of which was produced by the
original manufacturer to U.S. specifications and standards, as
evidenced by the vehicle identification number which is within
the approved series for the make and model at the time of
origination of the Lease;
x. the related Leased Vehicle of which has not been used
commercially as a taxi cab, public omnibus, livery, sightseeing
conveyance or for any carrying of goods or passengers for hire;
and
y. which Lease, as of the Cutoff Date, (i) is written with
respect to a Leased Vehicle that was, at the time of origination
of the Lease, a new vehicle, a dealer demonstration vehicle
driven fewer than 6,000 miles, or a manufacturer's program
vehicle; (ii) was originated in the United States after August
11, 1997; (iii) has a Maturity Date on or after November 18, 1999
and no later than July 1, 2004; and (iv) fully amortizes to an
amount equal to the Booked Residual Value of the related Leased
Vehicle based on a fixed Lease Rate calculated on a constant
yield basis and provides for level payments over its term (except
for payment of such Booked Residual Value).
"ELIGIBLE SERVICER" means AHFC or an entity that is servicing a
portfolio of automobile, minivan and sport utility vehicle retail installment
lease contracts, that is legally qualified and has the capacity to service
the 1999-A Contracts and that has demonstrated the ability to service a
portfolio of similar lease contracts professionally and competently in
accordance with reasonable standards of skill and care.
"ENDORSEMENT" has the meaning set forth under "Endorsement" or
"Indorsement", as applicable, in Section 8-304 of the UCC.
"ENTITLEMENT NOTEHOLDER" has the meaning set forth in Section
8-102(a)(7) of the UCC.
"ENTITLEMENT ORDERS" has the meaning set forth in Section
8-102(a)(8) of the UCC.
"ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.
"ERISA COMPLIANCE TEST" means the timely, true and accurate
certification, on a quarterly basis, as required, by the Servicer to the
1999-A Indenture Trustee and each Rating Agency stating that none of the
Servicer and its affiliates for purposes of ERISA (i) maintains an ERISA plan
which, as of its last valuation date, had any unfunded current liability,
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(ii) anticipates that the value of the assets of any ERISA plan it maintains
would not be sufficient to cover any current liability and (iii) is
contemplating benefit improvements with respect to any plans then maintained
or the establishment of any new ERISA plans, either of which would cause it
to maintain an ERISA plan with unfunded current liability.
"EVENT OF DEFAULT" means with respect to the Notes, the meaning
specified in Section 5.01 of the Indenture.
"EXCESS INTEREST COLLECTIONS" means, with respect to any
Distribution Date, the balance of any Interest Collections allocated to the
Notes and Certificates for the related Collection Period after all
distributions pursuant to Section 3.03(c) of the 1999-A Securitization Trust
Agreement have been made, net of any amount required to maintain the 1999-A
Note Distribution Account or the 1999-A Certificate Distribution Account in
good standing.
"EXCESS MILEAGE FEE" means, with respect to any 1999-A Contract or
1999-A Leased Vehicle, any applicable charge for excess mileage or excess
wear and use.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
"EXTENSION FEE" means, with respect to any 1999-A Contract that has
had its Maturity Date extended pursuant to the Servicing Agreement and the
1999-A Servicing Supplement, any payment required to be made with respect to
such 1999-A Contract by the Lessee in exchange for the extension.
"FDIC" means the Federal Deposit Insurance Corporation and its
successors.
"FINAL SCHEDULED DISTRIBUTION DATE" means the Class A-1 Final
Distribution Date, the Class A-2 Final Distribution Date, the Class A-3 Final
Distribution Date, the Class A-4 Final Distribution Date, the Class A-5 Final
Distribution Date, the Class B Final Distribution Date and the Class C Final
Distribution Date, as the case may be.
"FINANCIAL INTERMEDIARY" means a financial intermediary, as such
term is defined in Section 8-313(4) of the UCC.
"FITCH" means Fitch IBCA, Inc., and its successors and assigns.
"FNMA" means the Federal National Mortgage Association and its
successors.
"FORCE MAJEURE EVENT" means an act beyond the Servicer's reasonable
control, including an act of God, war, vandalism or sabotage; rioting,
accidents, fires, floods, earthquakes, hurricanes, strikes, labor disputes,
mechanical breakdowns, shortages or delays in obtaining suitable parts,
equipment, material, labor or transportation; acts of subcontractors;
interruption of utility services; acts of any unit of government or
governmental agency; or any other cause beyond the Servicer's reasonable
control.
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"GOVERNMENTAL AUTHORITY" means any nation or government, any
federal, state, local or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of government.
"GRANT" means mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create, grant a lien upon and a
security interest in and right of set-off against, deposit, set over and
confirm pursuant to the Indenture. A Grant of the Collateral or of any other
agreement or instrument shall include all rights, powers and options (but
none of the obligations) of the Granting party thereunder, including the
immediate and continuing right to claim for, collect, receive and give
receipt for principal and interest payments in respect of the Collateral and
all other monies payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights
and options, to bring Proceedings in the name of the Granting party or
otherwise and generally to do and receive anything that the Granting party is
or may be entitled to do or receive thereunder or with respect thereto.
Other forms of the verb "to Grant" shall have correlative meanings.
"GRANTORS" means HTA LP and HTB LP, in their respective capacities
as grantors.
"GROSS CAPITALIZED COST" means, with respect to any 1999-A Contract
and the related 1999-A Leased Vehicle, the amount agreed to by the Lessee at
the time of origination of such 1999-A Contract as the value of the related
1999-A Leased Vehicle and any items that are capitalized during the term of
such 1999-A Contract, including acquisition fees, taxes, insurance, service
agreements and any outstanding balance from a prior motor vehicle loan or
lease contract.
"HOLDER" means, with respect to any Certificate or Note, the Person
listed in the certificate register or the Note Register as the registered
owner thereof; PROVIDED, HOWEVER, that a Registered Pledgee shall be entitled
to exercise any or all of the rights or powers of the Holder of a Note
hereunder, including receiving distributions, providing notices or giving
consents, to the extent that such entitlement is set forth in the Holder's
registration of pledge or the documents relating to such pledge.
"HTA LP" means Honda Titling A L.P., a Delaware limited
partnership, and its successors and assigns.
"HTA LP 1999-A SUBI SECURITIES ACCOUNT" means the securities
account established by the 1999-A Securities Intermediary in the name of and
for the benefit of HTA LP pursuant to the 1999-A Securities Accounts Control
Agreement.
"HTA LP/HTB LP 1999-A SUBI CERTIFICATES" means the HTA LP/HTC LP
1999-A SUBI Certificate, the HTA LP/HTD LP 1999-A SUBI Certificate, the HTB
LP/HTC LP 1999-A SUBI Certificate and the HTB LP/HTD LP 1999-A SUBI
Certificate.
"HTA LP/HTC LP 1999-A RESIDUAL VALUE INSURANCE CERTIFICATE" means
the certificate issued by the Origination Trustee to HTA LP pursuant to the
1999-A SUBI
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Supplement, evidencing a beneficial interest in 98.01% of the 1999-A Residual
Value Insurance Proceeds.
"HTA LP/HTC LP 1999-A SUBI CERTIFICATE" means the certificate
issued by the Origination Trustee to HTA LP pursuant to the 1999-A SUBI
Supplement evidencing a beneficial interest in 98.01% of the 1999-A SUBI
Assets.
"HTA LP/HTC LP INSURANCE PREMIUM SUBORDINATED NOTE" means the
subordinated non-recourse promissory note in favor of HTA LP delivered by HTC
LP in consideration for HTA LP's delivery to HTC LP of the HTA LP/HTC LP
1999-A Residual Value Insurance Certificate.
"HTA LP/HTD LP 1999-A RESIDUAL VALUE INSURANCE CERTIFICATE" means
the certificate issued by the Origination Trustee to HTA LP pursuant to the
1999-A SUBI Supplement, evidencing a beneficial interest in 0.99% of the
1999-A Residual Value Insurance Proceeds.
"HTA LP/HTD LP 1999-A SUBI CERTIFICATE" means the certificate
issued by the Origination Trustee to HTA LP pursuant to the 1999-A SUBI
Supplement evidencing a beneficial interest in 0.99% of the 1999-A SUBI
Assets.
"HTA LP/HTD LP INSURANCE PREMIUM SUBORDINATED NOTE" means the
subordinated non-recourse promissory note in favor of HTA LP delivered by HTD
LP in consideration for HTA LP's delivery to HTD LP of the HTA LP/HTD LP
1999-A Residual Value Insurance Certificate.
"HTB LP" means Honda Titling B L.P., a Delaware limited
partnership, and its successors and assigns.
"HTB LP 1999-A SUBI SECURITIES ACCOUNT" means the securities
account established by the 1999-A Securities Intermediary in the name of and
for the benefit of HTB LP pursuant to the 1999-A Securities Accounts Control
Agreement.
"HTB LP/HTC LP 1999-A RESIDUAL VALUE INSURANCE CERTIFICATE" means
the certificate issued by the Origination Trustee to HTB LP pursuant to the
1999-A SUBI Supplement, evidencing a beneficial interest in 0.99% of the
1999-A Residual Value Insurance Proceeds.
"HTB LP/HTC LP 1999-A SUBI CERTIFICATE" means the certificate
issued by the Origination Trustee to HTB LP pursuant to the 1999-A SUBI
Supplement evidencing a beneficial interest in 0.99% of the 1999-A SUBI
Assets.
"HTB LP/HTC LP INSURANCE PREMIUM SUBORDINATED NOTE" means the
subordinated non-recourse promissory note in favor of HTB LP delivered by HTC
LP in consideration for HTB LP's delivery to HTC LP of the HTB LP/HTC LP
1999-A Residual Value Insurance Certificate.
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"HTB LP/HTD LP 1999-A RESIDUAL VALUE INSURANCE CERTIFICATE" means
the certificate issued by the Origination Trustee to HTB LP pursuant to the
1999-A SUBI Supplement, evidencing a beneficial interest in 0.01% of the
1999-A Residual Value Insurance Proceeds.
"HTB LP/HTD LP 1999-A SUBI CERTIFICATE" means the certificate
issued by the Origination Trustee to HTB LP pursuant to the 1999-A SUBI
Supplement evidencing a beneficial interest in 0.01% of the 1999-A SUBI
Assets.
"HTB LP/HTD LP INSURANCE PREMIUM SUBORDINATED NOTE" means the
subordinated non-recourse promissory note in favor of HTB LP delivered by HTD
LP in consideration for HTB LP's delivery to HTD LP of the HTB LP/HTD LP
1999-A Residual Value Insurance Certificate.
"HTC LP" means Honda Titling C L.P., a Delaware limited
partnership, and its successors and assigns.
"HTC LP 1999-A SUBI CERTIFICATE" means the certificate or, if
uncertificated, the book-entry registration evidencing a beneficial interest
in 98.802% of the 1999-A SUBI Assets, which shall be issued by the
Origination Trustee or created by the 1999-A Securities Intermediary in favor
of HTC LP, as applicable, pursuant to the 1999-A SUBI Supplement.
"HTC LP 1999-A SUBI INTEREST" means the interest in the 1999-A SUBI
represented by the HTC LP 1999-A SUBI Certificate.
"HTC LP 1999-A SUBI SECURITIES ACCOUNT" means the securities
account established by the 1999-A Securities Intermediary in the name of and
for the benefit of HTC LP pursuant to the 1999-A Securities Accounts Control
Agreement.
"HTC LP INSURANCE PREMIUM SUBORDINATED NOTES" means the HTA LP/HTC
LP Insurance Premium Subordinated Note and the HTB LP/HTC LP Insurance
Premium Subordinated Note.
"HTC LP RETAINED 1999-A SUBI CERTIFICATE" means the certificate or,
if uncertificated, the book-entry registration evidencing a beneficial
interest in 0.198% of the 1999-A SUBI Assets, which shall be issued by the
Origination Trustee or created by the 1999-A Securities Intermediary in favor
of HTC LP, as applicable, pursuant to the 1999-A SUBI Supplement.
"HTC LP/CO-TRUST INSURANCE PREMIUM SUBORDINATED NOTE" means the
subordinated non-recourse promissory note in favor of HTC LP delivered by the
1999-A Securitization Trust in respect of the 1999-A Residual Value Insurance
Co-Trust in consideration for HTC LP's delivery to the 1999-A Securitization
Trust in respect of the 1999-A Residual Value Insurance Co-Trust of the HTA
LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTC LP
1999-A Residual Value Insurance Certificate.
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"HTD LP" means Honda Titling D L.P., a Delaware limited
partnership, and its successors and assigns.
"HTD LP 1999-A SUBI CERTIFICATE" means the certificate or, if
uncertificated, the book-entry registration evidencing a beneficial interest
in 0.998% of the 1999-A SUBI Assets, which shall be issued by the Origination
Trustee or created by the 1999-A Securities Intermediary in favor of HTD LP,
as applicable, pursuant to the 1999-A SUBI Supplement.
"HTD LP 1999-A SUBI INTEREST" means the interest in the 1999-A SUBI
represented by the HTD LP 1999-A SUBI Certificate.
"HTD LP 1999-A SUBI SECURITIES ACCOUNT" means the securities
account established by the 1999-A Securities Intermediary in the name of and
for the benefit of HTD LP pursuant to the 1999-A Securities Accounts Control
Agreement.
"HTD LP INSURANCE PREMIUM SUBORDINATED NOTES" means the HTA LP/HTD
LP Insurance Premium Subordinated Note and the HTB LP/HTD LP Insurance
Premium Subordinated Note.
"HTD LP RETAINED 1999-A SUBI CERTIFICATE" means the certificate or,
if uncertificated, the book-entry registration evidencing a beneficial
interest in 0.002% of the 1999-A SUBI Assets, which shall be issued by the
Origination Trustee or created by the 1999-A Securities Intermediary in favor
of HTD LP, as applicable, pursuant to the 1999-A SUBI Supplement.
"HTD LP/CO-TRUST INSURANCE PREMIUM SUBORDINATED NOTE" means the
subordinated non-recourse promissory note in favor of HTD LP delivered by the
1999-A Securitization Trust in respect of the 1999-A Residual Value Insurance
Co-Trust in consideration for HTD LP's delivery to the 1999-A Securitization
Trust in respect of the 1999-A Residual Value Insurance Co-Trust of the HTA
LP/HTD LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP
1999-A Residual Value Insurance Certificate.
"INDENTURE" means that certain Indenture, dated as of July 1, 1999,
by and among the 1999-A Securitization Trust and the 1999-A Indenture Trustee.
"INDENTURE EVENT OF DEFAULT" means an "Event of Default" as defined
in Section 5.01 of the Indenture.
"INDEPENDENT" means, when used with respect to any specified
Person, such a Person who (a) is in fact independent of the Issuer, any other
obligor upon the Notes, HTC LP or HTD LP and any of their respective
Affiliates; (b) does not have any direct financial interest or any material
indirect financial interest in the Issuer, any such other obligor, HTC LP or
HTD LP or any of their respective Affiliates; and (c) is not connected with
the Issuer, any such other obligor, HTC LP or HTD LP or any of their
respective Affiliates as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions.
"Independent" when used with respect to any Accountant means such an
Accountant, who may
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also be the Accountant who audits the books of the Issuer, any other obligor
upon the Notes, a Beneficiary, AHFC, the Servicer or any of their respective
Affiliates, who is independent with respect to the Issuer, any other obligor
upon the Notes and their respective Affiliates as contemplated by Rule 101 of
the Code of Professional Conduct of the American Institute of Certified
Public Accountants. Whenever it is provided that any Independent Person's
opinion or certificate shall be furnished to the 1999-A Indenture Trustee,
such Person shall be acceptable to the 1999-A Indenture Trustee if selected
in the exercise of reasonable care, and such opinion or certificate shall
state that the signer has read this definition and that the signer is
independent within the meaning thereof.
"INDEPENDENT ACCOUNTANT" means an Accountant, who may also be the
Accountant who audits the Issuer, any other obligor upon the Notes, a
Beneficiary, AHFC, the Servicer or any of their respective Affiliates, who is
"independent" with respect to such entity as contemplated by Rule 101 of the
Code of Professional Conduct of the American Institute of Certified Public
Accountants. Whenever any Independent Accountant's opinion or certificate
shall be furnished to the 1999-A Securitization Trust or the 1999-A Owner
Trustee, the Accountant shall be acceptable to the 1999-A Owner Trustee if
such opinion or certificate shall state that the signer has read this
definition and that the signer is Independent within the meaning hereof.
"INDEPENDENT DIRECTOR" means a director of the manager of the
general partner of HTC LP or HTD LP who shall at no time be (i) a director,
officer, employee or former employee of any Affiliate of HTC LP or HTD LP,
(ii) a natural person related to any director, officer, employee or former
employee of any Affiliate, (iii) a holder (directly or indirectly) of any
voting securities of any Affiliate, or (iv) a natural person related to a
holder (directly or indirectly) of any voting securities of any Affiliate.
For these purposes, "AFFILIATE" shall mean any entity other than HTC LP, HTD
LP or any similarly organized special purpose finance subsidiary of an
Affiliate (i) which owns beneficially, directly or indirectly, more than 5%
of the outstanding shares of the common stock or partnership interests of HTC
LP or HTD LP, (ii) which is in control of HTC LP or HTD LP, as currently
defined under Section 230.405 of the Rules and Regulations of the Commission,
17 C.F.R. Section 230.405, (iii) of which 10% or more of the outstanding
shares of its common stock or partnership interests are owned beneficially,
directly or indirectly, by any entity described in clause (i) or (ii) above,
or (iv) which is controlled by an entity described in clause (i) or (ii)
above, as currently defined under Section 230.405 of the Rules and
Regulations of the Commission, 17 C.F.R. Section 230.405.
"INITIAL CERTIFICATE BALANCE" means $214,558,289.
"INITIAL CLASS A NOTE BALANCE" means the sum of the Initial Class
A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3
Note Balance, the Initial Class A-4 Note Balance and the Initial Class A-5
Note Balance.
"INITIAL CLASS A-1 NOTE BALANCE" means $380,000,000.
"INITIAL CLASS A-2 NOTE BALANCE" means $360,000,000.
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"INITIAL CLASS A-3 NOTE BALANCE" means $400,000,000.
"INITIAL CLASS A-4 NOTE BALANCE" means $1,000,000,000.
"INITIAL CLASS A-5 NOTE BALANCE" means $807,000,000.
"INITIAL CLASS B NOTE BALANCE" means $66,000,000.
"INITIAL CLASS C NOTE BALANCE" means $66,000,000.
"INITIAL DISTRIBUTION DATE" means September 15, 1999.
"INITIAL NOTE BALANCE" means the sum of the Initial Class A Note
Balance, the Initial Class B Note Balance and the Initial Class C Note
Balance.
"INSTITUTIONAL ACCREDITED INVESTOR" means an institutional
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.
"INSURANCE EXPENSES" means any amount of Insurance Proceeds (a)
applied to the repair of the related 1999-A Leased Vehicle, (b) released to a
Lessee in accordance with the normal servicing procedures of the Servicer, or
(c) representing other related expenses incurred by the Servicer not
otherwise included in Liquidation Expenses and recoverable under the
Servicing Agreement or the 1999-A Servicing Supplement.
"INSURANCE POLICY" means, with respect to a 1999-A Contract, 1999-A
Leased Vehicle or Lessee under a 1999-A Contract, any policy of
comprehensive, collision, public liability, physical damage, personal
liability, credit health or accident, credit life or employment or other form
of insurance.
"INSURANCE PROCEEDS" means, with respect to any 1999-A Contracts,
1999-A Leased Vehicles or Lessees, proceeds paid to the Servicer or the
Origination Trustee, on behalf of the Origination Trust, pursuant to an
Insurance Policy and amounts paid to the Origination Trustee, on behalf of
the Origination Trust, or the Servicer under any other insurance policy
related to such 1999-A Contracts, 1999-A Leased Vehicles or Lessees
(including any contingent and excess liability insurance policy maintained by
or on behalf of the Origination Trustee, on behalf of the Origination Trust,
but excluding the Residual Value Insurance Policy or any other residual value
insurance policies related to the 1999-A Contracts and 1999-A Leased
Vehicles).
"INTEREST COLLECTIONS" means, with respect to any Collection
Period, all Collections received during or allocable to such Collection
Period other than Principal Collections, less the following, which shall be
paid to the appropriate parties or retained in the 1999-A SUBI Collection
Account, as appropriate, in the following order and priority for so long as
AHFC is the Servicer: (a) Capped Contingent and Excess Liability Premiums,
but with regard to the Investor Percentage of Interest Collections allocable
to the 1999-A SUBI Certificates, only to the extent such deduction and
payment would have the same effect as if it followed item (iv) of Section
3.03(c) of the 1999-A Securitization Trust Agreement; (b) Capped Origination
Trust Administrative Expenses, but with regard to the Investor Percentage of
Interest Collections
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allocable to the 1999-A SUBI Certificates, only to the extent that such
deduction and payment would have the same effect as if it followed item (v)
of Section 3.03(c) of the 1999-A Securitization Trust Agreement and then
followed the deduction and payment set forth in clause (a) above; and (c) the
Servicing Fee and any unpaid Servicing Fee with respect to one or more prior
Collection Periods, but with regard to the Investor Percentage of Interest
Collections allocable to the 1999-A SUBI Certificates, only to the extent
that such deduction and payment would be made with the same effect as if it
followed item (vii) of Section 3.03(c) of the 1999-A Securitization Trust
Agreement and the deductions and payments in clauses (a) and (b) have been
made as indicated. Without limiting the generality of the foregoing, Interest
Collections with respect to any Collection Period shall include any excess of
Net Matured Leased Vehicle Proceeds for that Collection Period over the sum
of the Booked Residual Values of all Matured Leased Vehicles sold or
otherwise disposed of from Matured Leased Vehicle Inventory during the
Collection Period.
"INVESTMENT COMPANY ACT" means the Investment Company Act of 1940,
as amended.
"INVESTOR BALANCE" means, on any Distribution Date, the sum of the
Note Balance and the Certificate Balance.
"INVESTOR INTEREST" means the aggregate of the interests of the
Noteholders and the Certificateholders.
"INVESTOR PERCENTAGE" means 99.8%.
"ISSUER" means Honda Auto Lease Trust 1999-A, and its successors
and assigns.
"ISSUER ORDER" means a written order signed by any officer of the
1999-A Owner Trustee who is authorized to act for the Issuer, and delivered
to the 1999-A Indenture Trustee.
"ISSUER REQUEST" means a written request signed by any officer of
the 1999-A Owner Trustee who is authorized to act for the Issuer, and
delivered to the 1999-A Indenture Trustee.
"LEASE" means any lease contract for a Leased Vehicle assigned to
the Origination Trust or to the Origination Trustee on behalf of the
Origination Trust.
"LEASE CHARGE" means, with respect to any 1999-A Contract and any
month, the portion of the Monthly Payment equal to the product of the (i)
Book Value as of the end of the immediately preceding month (or, in the case
of the first month, as of the date of origination of such 1999-A Contract)
and (ii) 1/12 of the related Lease Factor.
"LEASE DOCUMENTS" means, with respect to each 1999-A Contract, the
fully executed 1999-A Contract and any agreement(s) modifying such 1999-A
Contract (including any extension or deferral agreement(s) relating to any
1999-A Contract(s)).
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"LEASE FACTOR" means, with respect to any 1999-A Contract, a per
annum yield determined by the Servicer at the time of origination of such
1999-A Contract in accordance with its customary practices.
"LEASE PRINCIPAL" means, with respect to any 1999-A Contract, that
portion of the Monthly Payment that is not a Lease Charge.
"LEASE RATE" means, with respect to each Lease, the implicit
interest rate, calculated on the basis of an annual percentage rate, included
in the calculation of the Monthly Payment due with respect to such Lease.
"LEASED VEHICLE" means a new or used Honda or Acura automobile,
minivan or sport utility vehicle, together with all accessories, parts and
additions constituting a part thereof, and all accessions thereto, leased to
a Lessee pursuant to a Lease.
"LESSEE" means each Person that is obligated under a Lease,
including any Person that executes a guarantee on behalf of a lessee.
"LIEN" means any security interest, lien, charge, pledge, equity or
encumbrance of any kind, other than tax liens, mechanics' liens and liens
that attach to property by operation of law.
"LIQUIDATED LEASE" means a 1999-A Contract that (a) has been the
subject of a Prepayment in full, or (b) has been paid in full, regardless of
whether all or any part of such payment has been made by the Lessee under the
related 1999-A Contract, the Servicer pursuant to the Servicing Agreement or
1999-A Servicing Supplement, an insurer pursuant to an Insurance Policy or
otherwise.
"LIQUIDATION EXPENSES" means Matured Leased Vehicle Expenses,
Repossession Expenses, and all other reasonable out-of-pocket expenses
incurred by the Servicer in connection with the attempted realization of the
full amounts due or to become due under any 1999-A Contract, including
expenses incurred in connection with any collection effort (whether or not
resulting in a lawsuit against the Lessee under such 1999-A Contract) or an
application or request for Insurance Proceeds.
"LIQUIDATION PROCEEDS" means Matured Leased Vehicle Proceeds,
Repossession Proceeds, Insurance Proceeds and all other gross amounts
received by the Servicer or the Origination Trustee, on behalf of the
Origination Trust (before reimbursement for Liquidation Expenses), in
connection with the realization of the full amounts due or to become due
under any 1999-A Contract, whether from the proceeds of any collection effort
(whether or not resulting in a lawsuit against the Lessee under such Lease),
receipt of Insurance Proceeds, or collection of amounts due under the
Servicing Agreement (including the application of Security Deposits pursuant
to Section 2.07 thereof), the 1999-A Servicing Supplement (including any
amount required to be deposited by the Servicer into the 1999-A SUBI
Collection Account pursuant to Section 9.02 thereof) or otherwise.
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"LOSS AMOUNT" means, with respect to any Distribution Date, an
amount equal to the sum of the Charged-off Amount, the Residual Value Loss
Amount and the Additional Loss Amount, in each case for the related
Collection Period.
"MATURED LEASE" means a 1999-A Contract (a) that has reached its
scheduled maturity and (b) as to which all payments related to such 1999-A
Contract have been made.
"MATURED LEASED VEHICLE" as of any date means any 1999-A Leased
Vehicle the related 1999-A Contract of which has reached its Maturity Date
and as to which all scheduled Monthly Payments and other payments due
thereunder have been made, and which 1999-A Leased Vehicle has been returned
to the Servicer on behalf of the Origination Trustee, on behalf of the
Origination Trust, regardless of the status of the disposition of such 1999-A
Leased Vehicle as of such date.
"MATURED LEASED VEHICLE EXPENSES" means reasonable out-of-pocket
expenses incurred by the Servicer in connection with the sale or other
disposition of a 1999-A Leased Vehicle included in Matured Leased Vehicle
Inventory.
"MATURED LEASED VEHICLE INVENTORY" as of any date means all Matured
Leased Vehicles that first became Matured Leased Vehicles within the three
immediately preceding Collection Periods (or within the months of May, June
and July 1999 in respect of any date during the initial Collection Period;
within the months of June, July and August 1999 in respect of any date during
the September 1999 Collection Period; within the months of July, August and
September 1999 in respect of any date during the October 1999 Collection
Period; or within the months of August, September and October 1999 in respect
of any date during the November 1999 Collection Period) and that, as of the
last day of the most recent Collection Period have remained unsold and not
otherwise disposed of by the Servicer for no more than two full calendar
months or Collection Periods, as applicable.
"MATURED LEASED VEHICLE PROCEEDS" means gross amounts received by
the Servicer or the Origination Trustee, on behalf of the Origination Trust
(before reimbursement for Matured Leased Vehicle Expenses), in connection
with the sale or other disposition of a 1999-A Leased Vehicle included in the
Matured Leased Vehicle Inventory (including any charges for excess wear and
use).
"MATURITY" means the date on which the entire unpaid principal
amount of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes, Class A-5 Notes, Class B Notes or Class C Notes becomes due and
payable as therein or herein provided, whether at the Class A-1 Final
Distribution Date, Class A-2 Final Distribution Date, Class A-3 Final
Distribution Date, Class A-4 Final Distribution Date, Class A-5 Final
Distribution Date, Class B Final Distribution Date or Class C Final
Distribution Date, respectively, or otherwise.
"MATURITY DATE" means, with respect to a 1999-A Contract, the date
on which the last scheduled Monthly Payment shall be due and payable, as such
date may be extended pursuant to clause (ii) of Section 2.06(b) of the
Servicing Agreement and Section 9.02 of the 1999-A Servicing Supplement.
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"MONTHLY PAYMENT" means, with respect to a 1999-A Contract, the
amount of each fixed monthly payment payable in respect of such 1999-A
Contract in accordance with the terms thereof, net of any portion of such
monthly payment that represents late payment charges, Extension Fees or
collections allocable to payments to be made by Lessees for payment of
insurance premiums, excise taxes or similar items.
"MONTHLY REMITTANCE CONDITIONS" means each of the following
conditions: (i) no 1999-A Servicer Termination Event shall have occurred and
be continuing with respect to the 1999-A SUBI Sub-Trust; and (ii) either (A)
no Rated Notes related to the UTI or the 1999-A SUBI, as applicable, are
outstanding or (B) if Rated Notes are outstanding, the short-term credit
rating of the Servicer is at least equal to the Required Servicer Rating.
"MOODY'S" means Moody's Investors Service, Inc., and its successors
and assigns.
"NET INSURANCE PROCEEDS" means Insurance Proceeds less Insurance
Expenses.
"NET LIQUIDATION PROCEEDS" means Liquidation Proceeds less
Liquidation Expenses.
"NET MATURED LEASED VEHICLE PROCEEDS" means Matured Leased Vehicle
Proceeds less Matured Leased Vehicle Expenses.
"NET REPOSSESSION PROCEEDS" means Repossession Proceeds less
Repossession Expenses.
"NONRECOVERABLE ADVANCE" means any Advance that, in the Servicer's
reasonable judgment, may not be ultimately recoverable by the Servicer from
Matured Leased Vehicle Proceeds, Repossession Proceeds, Liquidation Proceeds
or Insurance Proceeds, or otherwise.
"NOTE BALANCE" initially means the Initial Note Balance and, as of
any date, means the sum of the Class A Note Balance, the Class B Note Balance
and the Class C Note Balance as of the close of business on such date, after
giving effect to any changes therein on such date.
"NOTE FACTOR" means, with respect to any Class of Notes, a
seven-digit decimal computed by the Servicer each month indicating the Note
Balance of the related Class of Notes as of the close of business on the
Distribution Date in such month as a fraction of the Initial Note Balance of
such Class of Notes.
"NOTE OWNER" means, with respect to a Book-Entry Note, the Person
who is the owner of such Book-Entry Note, as reflected on the books of the
Clearing Agency, or on the books of a Person maintaining an account with such
Clearing Agency (directly or as an indirect participant in accordance with
the rules of such Clearing Agency) and means, with respect to a Definitive
Note, the related Noteholder.
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"NOTE PRINCIPAL LOSS AMOUNTS" means the sum of the Class A-1 Note
Principal Loss Amount, the Class A-2 Note Principal Loss Amount, the Class
A-3 Note Principal Loss Amount, the Class A-4 Note Principal Loss Amount and
the Class A-5 Note Principal Loss Amount.
"NOTE RATE" means the Class A-1 Note Rate, the Class A-2 Note Rate,
the Class A-3 Note Rate, the Class A-4 Note Rate, the Class A-5 Note Rate,
the Class B Note Rate or the Class C Note Rate, as the case may be.
"NOTE REGISTER" means the register of Noteholders maintained by the
1999-A Indenture Trustee pursuant to Section 2.04 of the Indenture.
"NOTE REGISTRAR" means the entity which is appointed for the
purposes of maintaining the Note Register and registering Notes and transfers
of Notes as provided in the Indenture. The Note Registrar shall initially be
the 1999-A Indenture Trustee, until a successor is appointed pursuant to the
Indenture.
"NOTEHOLDER" means the Person in whose name a Note is registered in
the Note Register, except that, solely for the purposes of giving any
consent, waiver, request or demand, the interest evidenced by any Note
registered in the name of HTC LP, HTD LP, either UTI Beneficiary or AHFC, or
any Person controlling, controlled by or under common control with HTC LP,
HTD LP, either UTI Beneficiary or AHFC, shall not be taken into account in
determining whether the requisite percentage necessary to effect any such
consent, waiver, request or demand shall have been obtained.
"NOTES" means the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class B Notes and
the Class C Notes.
"NOTICE OF ADVERSE CLAIM" has the meaning set forth in Section
8-102(a)(1) and 8-105 of the UCC.
"OFFICER'S CERTIFICATE" means a certificate signed by the Chairman
of the Board of Directors, the President, any Vice President, the Treasurer,
any Assistant Treasurer, the Secretary or any Assistant Secretary of any
specified Person (which, in the case of a (i) limited liability company,
shall be any of the foregoing officers of a member or a manager or (ii)
partnership, shall be any of the foregoing officers of the managing general
partner or, if there is no managing general partner, any general partner) and
delivered to any other specified Person.
"OPINION OF COUNSEL" means a written opinion of counsel (who, in
the case of counsel to HTC LP, HTD LP, the Servicer or any of their
respective Affiliates, may be an employee of or outside counsel to HTC LP,
HTD LP, the Servicer or any of their respective Affiliates), which counsel,
in the case of an opinion delivered to the 1999-A Indenture Trustee or the
1999-A Owner Trustee, shall be reasonably acceptable to the 1999-A Indenture
Trustee or the 1999-A Owner Trustee, as the case may be.
"ORIGINATION TRUST" means Honda Lease Trust, a Delaware business
trust.
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"ORIGINATION TRUST AGREEMENT" means that certain Second Amended and
Restated Trust and Servicing Agreement, dated as of April 1, 1998, among HTA
LP and HTB LP, as Grantors and UTI Beneficiaries, the Origination Trustee,
the Servicer, the Delaware Trustee and, for certain limited purposes set
forth therein, U.S. Bank, as Trust Agent.
"ORIGINATION TRUST EXPENSES" means the amount of expenses and
liabilities incurred or suffered by the Origination Trust.
"ORIGINATION TRUSTEE" means HVT, Inc., a Delaware corporation, in
its capacity as origination trustee for the Origination Trust, and its
successors and assigns.
"OTHER SUBI" means any SUBI other than the 1999-A SUBI.
"OTHER SUBI ASSETS" means the Trust Assets identified as SUBI
Assets of, and allocated to, an Other SUBI on the Origination Trust's books
and records.
"OUTSTANDING" means, with respect to the Notes, as of any date of
determination, all Notes theretofore authenticated and delivered under the
Indenture except:
(a) Notes theretofore canceled by the 1999-A Indenture Trustee or
delivered to the 1999-A Indenture Trustee for cancellation;
(b) Notes or portions thereof for whose payment or redemption Cash
in the necessary amount has been theretofore irrevocably deposited with the
1999-A Indenture Trustee or any Paying Agent in trust for the Holders of such
Notes; PROVIDED, that, if such Notes or portions thereof are to be redeemed,
notice of such redemption shall have been duly given pursuant to the
Indenture or provision therefor satisfactory to the 1999-A Indenture Trustee
shall have been made; and
(c) Notes in exchange for or in lieu of which other Notes have
been authenticated and delivered pursuant to the Indenture unless proof
satisfactory to the 1999-A Indenture Trustee is presented that any such Notes
are held by a bona fide Protected Purchaser;
PROVIDED, HOWEVER, that for purposes of determining required percentages for
voting rights, consents and other actions of the Noteholders hereunder, Notes
owned by HTC LP, HTD LP or any Affiliate of HTC LP or HTD LP, as shown on the
Note Register, shall not be deemed to be Outstanding. Notes so owned that
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the 1999-A Indenture Trustee the pledgee's
right to so act with respect to such Notes and that the pledgee is not HTC
LP, HTD LP or any Affiliate of HTC LP or HTD LP.
"OUTSTANDING ADVANCES" means, with respect to a Distribution Date,
the sum of all Advances made as of or prior to such date minus all payments
or collections as of or prior to such date that are specified in Section
9.02(i) of the 1999-A Servicing Supplement as applied to reimburse such
Advance as are unreimbursed or are Nonrecoverable Advances.
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"OUTSTANDING AMOUNT" means, except as otherwise indicated by the
context, the aggregate principal amount of all Notes of all Classes
Outstanding or of all Certificates Outstanding at the date of determination.
"OVERDUE INTEREST RATE" means the lesser of (1) the highest legally
permissible interest rate per annum and (2) the greater of (a) the Class A-1
Note Rate, Class A-2 Note Rate, Class A-3 Note Rate, Class A-4 Note Rate,
Class A-5 Note Rate, Class B Note Rate or Class C Note Rate, as applicable,
plus 2% per annum, or (b) the interest rate per annum announced from time to
time by the 1999-A Indenture Trustee as its reference rate.
"OUTSTANDING PRINCIPAL BALANCE" means, with respect to any 1999-A
Contract as of any date, an amount equal to (a) the sum of all Monthly
Payments remaining to be made (PROVIDED, HOWEVER, that Payments Ahead
received but not yet applied are deemed to be Monthly Payments remaining to
be made), less any unearned finance or other charges relating to the period
beginning after the next succeeding Due Date on such 1999-A Contracts
(determined in accordance with the actuarial method as applied to the Lease
Rate for such 1999-A Contract in accordance with the Servicer's usual
practices), plus (b) the Booked Residual Value of the related 1999-A Leased
Vehicle.
"PAYAHEAD ACCOUNT" means any account created, designated and
maintained as such pursuant to Section 4.02 of the Origination Trust
Agreement and Section 13.03 of the 1999-A SUBI Supplement.
"PAYING AGENT" means the 1999-A Indenture Trustee or any other
Person that meets the eligibility standards for the 1999-A Indenture Trustee
specified in Section 6.08 of the Indenture and is authorized by the Issuer to
pay on behalf of the Issuer the principal or any interest that may become
payable on any Notes.
"PAYMENT AHEAD" means any payment of one or more Monthly Payments
(other than in connection with a Prepayment) remitted by a Lessee with
respect to a 1999-A Contract in excess of the Monthly Payment due during such
Collection Period with respect to such 1999-A Contract, which sums the Lessee
has instructed the Servicer to apply to Monthly Payments due in one or more
immediately subsequent Collection Periods.
"PERCENTAGE INTEREST" means, as to any Note or Certificate, the
percentage obtained by dividing the outstanding principal balance of such
Note or Certificate by the Note Balance or Certificate Balance or by the
Class A Note Balance, the Class A-1 Note Balance, the Class A-2 Note Balance,
the Class A-3 Note Balance, the Class A-4 Note Balance, the Class A-5 Note
Balance, the Class B Note Balance, the Class C Note Balance or the
Certificate Balance, as the context may require; PROVIDED, HOWEVER, that
where the Percentage Interest is relevant in determining whether the vote of
the requisite percentage of Noteholders or Certificateholders necessary to
effect any consent, waiver, request or demand shall have been obtained, the
aggregate Percentage Interest shall be deemed to be reduced by the amount
equal to the Percentage Interest (without giving effect to this provision)
represented by the interests evidenced by any such Notes or Certificates that
are registered in the name of the UTI
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Beneficiaries, HTC LP, HTD LP, AHFC or any Person controlling, controlled by
or under common control with the UTI Beneficiaries, HTC LP, HTD LP or AHFC.
"PERSON" means any legal person, including any individual,
corporation, partnership, joint venture, association, limited liability
company, joint stock company, trust, bank, trust company, estate (including
any beneficiaries thereof), unincorporated organization or government or any
agency or political subdivision thereof.
"POOL BALANCE" means, as of any date with respect to a Sub-Trust, the
Adjusted Lease Balances of all related Leases at such date.
"PREDECESSOR NOTES" means, with respect to any particular Note,
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purpose of this definition,
any Note authenticated and delivered under Section 2.05 of the Indenture in
lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Note.
"PREPAYMENT" means: (a) payment to the Servicer of 100% of the
Outstanding Principal Balance of a 1999-A Contract (exclusive of any
Charged-off Lease) or such lesser amount as may be provided for in such
1999-A Contract, including any related payment of interest, or (b) payment by
the Servicer to the Origination Trustee, on behalf of the Origination Trust,
of any amount required to be deposited by the Servicer into the 1999-A SUBI
Collection Account with respect to a 1999-A Contract pursuant to Section 8.02
of the 1999-A Servicing Supplement.
"PRINCIPAL COLLECTIONS" means, with respect to any Collection
Period, all Collections received during or allocable to such Collection
Period allocable to the principal component of any 1999-A Contract (including
any payment in respect of the Booked Residual Value of the related 1999-A
Leased Vehicle, but not including Collections with regard to which a Loss
Amount has already accrued); PROVIDED, HOWEVER, that, solely for purposes of
calculating Principal Collections, the principal portion of Monthly Payments
included in such Collections arising from a Discounted Lease will be
discounted to a present value at the Discount Rate.
"PROCEEDING" means any suit in equity, action at law or other
judicial or administrative proceeding.
"PROSPECTUS" means that certain prospectus dated July 23, 1999
relating to the public offering of the Notes.
"PROTECTED PURCHASER" shall have the meaning set forth in Article
8-303 of the UCC.
"RATED NOTES" means each Class of Notes that has been rated by a
Rating Agency at the request of HTC LP or HTD LP.
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"RATING AGENCY" means each of Moody's, Standard & Poor's and Fitch
and any other nationally recognized statistical rating agency, but only if it
has rated any Class of Notes as of the Closing Date at the request of HTC LP
or HTD LP and continues to do so.
"RATING AGENCY CONDITION" means, with respect to any action, that
each Rating Agency shall have been given ten Business Days (or such shorter
period as is acceptable to each Rating Agency) prior notice thereof and that
each Rating Agency shall have notified HTC LP, HTD LP, the Administrator, the
Issuer and the 1999-A Indenture Trustee in writing that such action will not
result in a Rating Event.
"RATING EVENT" means the qualification, reduction or withdrawal by
any Rating Agency of its then-current rating of the Notes.
"REALLOCATION DEPOSIT AMOUNT" means any amount required to be
deposited by the Servicer into the 1999-A SUBI Collection Account pursuant to
the last sentence of Section 8.02(a) of the 1999-A Servicing Supplement.
"RECORD DATE" means, with respect to each Distribution Date, (i) in
the case of the Class A Notes, the Class B Notes or the Class C Notes, one
Business Day immediately preceding such Distribution Date (or, if Definitive
Notes have been issued, the last day of the calendar month immediately
preceding the month in which such Distribution Date occurs) and (ii) in the
case of the Certificates, the last day of the calendar month immediately
preceding the month in which such Distribution Date occurs.
"REDEMPTION DATE" means, with respect to any Note to be redeemed
pursuant to Article Ten of the Indenture, any date fixed for such redemption
pursuant to the Indenture, which date shall be a Distribution Date.
"REDEMPTION PRICE" means, as of any Distribution Date, the amount
equal to the greater of (i) 99.8% of the Aggregate Net Investment Value as of
the last day of the related Collection Period, and (ii) the sum of (A) the
Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note
Balance, the Class A-4 Note Balance, the Class A-5 Note Balance, the Class B
Note Balance, the Class C Note Balance and the Certificate Balance, (B) the
accrued and unpaid Class A-1 Interest Distributable Amount, Class A-2
Interest Distributable Amount, Class A-3 Interest Distributable Amount, Class
A-4 Interest Distributable Amount, Class A-5 Interest Distributable Amount,
Class B Interest Distributable Amount, Class C Interest Distributable Amount
and Certificate Interest Distributable Amount, (C) any accrued and unpaid
Class A-1 Interest Carryover Shortfall, Class A-2 Interest Carryover
Shortfall, Class A-3 Interest Carryover Shortfall, Class A-4 Interest
Carryover Shortfall, Class A-5 Interest Carryover Shortfall, Class B Interest
Carryover Shortfall, Class C Interest Carryover Shortfall and Certificate
Interest Carryover Shortfall, (D) any unpaid Class A-1 Note Principal Loss
Amount, Class A-2 Note Principal Loss Amount, Class A-3 Note Principal Loss
Amount, Class A-4 Note Principal Loss Amount, Class A-5 Note Principal Loss
Amount, Class B Note Principal Loss Amount, Class B Note Principal Carryover
Shortfall, Class C Note Principal Loss Amount, Class C Note Principal
Carryover Shortfall and Certificate Principal Loss Amount, and (E) any
accrued and unpaid Class A-1 Note Principal Loss Interest Amount, Class A-2
Note Principal Loss
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Interest Amount, Class A-3 Note Principal Loss Interest Amount, Class A-4
Note Principal Loss Interest Amount, Class A-5 Note Principal Loss Interest
Amount, Class B Note Principal Loss Interest Amount, Class B Note Principal
Carryover Shortfall Interest Amount, Class C Note Principal Loss Interest
Amount, Class C Note Principal Carryover Shortfall Interest Amount and
Certificate Principal Loss Interest Amount, in each case through the day
preceding the final Distribution Date.
"REGISTERED PLEDGEE" means, with respect to any notes, the Person
listed in the Note Register as the registered pledgee of such Notes.
"REGISTRAR OF TITLES" means the applicable department, agency or
official in State responsible for accepting applications and maintaining
records regarding Certificates of Title and liens thereon.
"RELATED BENEFICIARIES" means HTA LP, HTB LP, HTC LP, HTD LP and
the Noteholders.
"REPOSSESSION EXPENSES" means reasonable out-of-pocket expenses
incurred by the Servicer in connection with the sale or other disposition of
a 1999-A Leased Vehicle that has been repossessed by the Servicer or has been
returned to the Servicer for sale or other disposition, other than for
inclusion in the Matured Leased Vehicle Inventory.
"REPOSSESSION PROCEEDS" means gross amounts received by the
Servicer or the Origination Trustee, on behalf of the Origination Trust
(before reimbursement for Repossession Expenses), in connection with the sale
or other disposition of a 1999-A Leased Vehicle that has been repossessed by
the Servicer or has been returned to the Servicer for sale or other
disposition in connection with a Prepayment of the related 1999-A Contract.
"REQUIRED AMOUNT" means, as of any Deposit Date, the lesser of (a)
the excess of (i) the sum of any anticipated amounts to be payable as set
forth in clauses (i) through (iv) and (xi) through (xix) of Section 3.03(c)
of the 1999-A Securitization Trust Agreement with respect to the related
Distribution Date (plus those amounts included in clauses (a) through (c) of
the definition of "Interest Collections" in this Agreement of Definitions),
over (ii) the product of (x) the Investor Percentage with respect to Interest
Collections and (y) the Interest Collections collected during or received
with respect to the related Collection Period and allocable to the 1999-A
SUBI Interest and (b) the total amount on deposit in the Reserve Fund after
all deposits thereto pursuant to clause (ix) of Section 3.03(c) of the 1999-A
Securitization Trust Agreement.
"REQUIRED DEPOSIT RATING" means, with respect to any depository at
which an account is held, either (1) the short-term unsecured debt
obligations of the entity have the highest available rating of the applicable
rating agency for those obligations or (2) the long-term unsecured debt
rating of the entity is acceptable to each Rating Agency and the related
account is maintained in a segregated trust account in the corporate trust
department of the related entity.
"REQUIRED PERCENTAGE" means (a) with respect to the Noteholders,
Noteholders representing more than 50% of the aggregate Voting Interests of
the Notes, voting together as a
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single Class, and (b) with respect to the Certificateholders,
Certificateholders representing more than 50% of the aggregate Voting
Interests of the Certificates.
"REQUIRED RATING" means a rating on commercial paper or other short
term unsecured debt obligations of Prime-1 by Moody's so long as Moody's is a
Rating Agency, F1+ by Fitch so long as Fitch is a Rating Agency, and A-1+ by
Standard & Poor's so long as Standard & Poor's is a Rating Agency; and any
requirement that deposits or debt obligations have the "Required Rating"
shall mean that such deposits or debt obligations have the foregoing required
ratings from Moody's, Fitch and Standard & Poor's.
"REQUIRED RELATED HOLDERS" means, with respect to (i) the UTI, the
UTI Beneficiaries, and (ii) any SUBI, the Holders of SUBI Certificates
representing beneficial ownership of more than 50% of the aggregate Cash
Value of the related SUBI Assets (excluding for the purpose of calculations
with respect to SUBIs all SUBI Certificates held by the UTI Beneficiaries,
the Related Beneficiaries, the Servicer or any Affiliate thereof).
"REQUIRED SERVICER RATING" means a rating of A-1, Prime-1 or its
equivalent by each applicable Rating Agency.
"RESERVE FUND" means the account established and maintained by the
1999-A Indenture Trustee, pursuant to Section 3.04 of the 1999-A
Securitization Trust Agreement and designated as the "Reserve Fund".
"RESERVE FUND INITIAL DEPOSIT" means $115,274,540.12.
"RESERVE FUND PROPERTY" means the Reserve Fund and all amounts,
securities, investments, financial assets, investment property and other
property from time to time deposited in or credited to the Reserve Fund and
all proceeds thereof, including the Reserve Fund Initial Deposit.
"RESERVE FUND REQUIREMENT" means, with respect to any Distribution
Date, (i) if all applicable Reserve Fund Tests are satisfied as of the
related Determination Date, the amount calculated in accordance with the Base
Reserve Fund Formula, or (ii) if any Reserve Fund Test is not satisfied as of
any Distribution Date, the amount calculated in accordance with the Alternate
Reserve Fund Requirement.
"RESERVE FUND SECURITIES INTERMEDIARY" means The Bank of New York,
in its capacity as securities intermediary, for purposes of establishing the
Reserve Fund.
"RESERVE FUND TEST" means any of the Charge-off Rate Test, the
Delinquency Rate Test or the Residual Value Test.
"RESIDUAL NOTE" means each of the one Class A-1 Note, the one Class
A-2 Note, the one Class A-3 Note, the one Class A-4 Note, the one Class A-5
Note, the one Class B Note and the one Class C Note which may be issued on
the Closing Date in a denomination that includes any remaining portion of the
Initial Class A-1 Note Balance, the Initial Class A-2 Note
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Balance, the Initial Class A-3 Note Balance, the Initial Class A-4 Note
Balance, the Initial Class A-5 Note Balance, the Initial Class B Note Balance
and the Initial Class C Note Balance, respectively, which remaining portion
has not otherwise been accounted for by the other Notes of such Class.
"RESIDUAL VALUE INSURANCE POLICY" means that certain Residual Value
Insurance Policy number 7390635 issued effective January 1, 1998, by Premier
Lease and Loan Services, in favor of the Origination Trust, HTC LP and HTD LP.
"RESIDUAL VALUE LOSS AMOUNT" means, as of any Distribution Date,
the sum of the following: (a) the Booked Residual Values of all 1999-A
Leased Vehicles included in long-term Matured Leased Vehicle Inventory as of
the last day of the related Collection Period but which as of such day had
remained unsold and not otherwise disposed of by the Servicer for at least
two full Collection Periods; (b) any excess of the sum of the Booked Residual
Values of all 1999-A Leased Vehicles included in Matured Leased Vehicle
Inventory sold or otherwise disposed of from Matured Leased Vehicle Inventory
during the related Collection Period over Net Matured Leased Vehicle
Proceeds; and (c) any Early Termination Amount for the related Collection
Period.
"RESIDUAL VALUE TEST" means as of any Determination Date, the
failure to satisfy both of the following (i) with respect to the related
Collection Period the number of 1999-A Leased Vehicles returned to the
Servicer relating to Matured Leases and sold during such period is greater
than 45% of all 1999-A Contracts that, as of their respective origination
dates, had been scheduled to become Matured Leases during such period
(provided that at least 500 such contracts had been scheduled to become
Matured Leases during such Collection Period), and (ii) the average Net
Matured Leased Vehicle Proceeds during the three immediately preceding
calendar months is less than 75% of the average Booked Residual Values of
1999-A Leased Vehicles disposed of or liquidated during such period.
"RESPONSIBLE OFFICER" means an officer of the 1999-A Owner Trustee,
1999-A Indenture Trustee or Administrator, as applicable, assigned to the
applicable Corporate Trust Office, including any president, vice president,
assistant vice president, trust officer, secretary, assistant secretary or
other officer performing functions similar to those performed by the
individual who at the time shall be such officers, respectively, or to whom
any corporate trust matter is referred because of his or her knowledge of and
familiarity with the particular subject.
"RETAINED 1999-A SUBI CERTIFICATES" means the HTC LP Retained
1999-A SUBI Certificate and the HTD LP Retained 1999-A SUBI Certificate
collectively evidencing a 0.2% beneficial interest in the 1999-A SUBI Assets
(which do not include the Residual Value Insurance Policy or other residual
value insurance policies or the proceeds of the Residual Value Insurance
Policy or any other residual value insurance policies relating to the 1999-A
Contracts or the 1999-A Leased Vehicles).
"RETAINED 1999-A SUBI INTEREST" means the interest in the 1999-A
SUBI collectively represented by the Retained 1999-A SUBI Certificates.
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"SALE" means the sale, disposal or other liquidation by the 1999-A
Indenture Trustee of the 1999-A SUBI Interest, the 1999-A SUBI Certificates
or other property of the 1999-A Securitization Trust Estate in a commercially
reasonable manner.
"SCHEDULE OF 1999-A CONTRACTS AND 1999-A LEASED VEHICLES" means the
microfiche, microfilm, paper or computer list of 1999-A Contracts and the
related 1999-A Leased Vehicles that are included as 1999-A SUBI Assets as of
the Cutoff Date, as such list may be revised and supplemented from time to
time, and which shall set forth substantially all of the following types of
information with respect to each such 1999-A Contract and 1999-A Leased
Vehicle:
<TABLE>
<S> <C> <C>
Lease Number Date of Origination Maturity Date
Monthly Payment Vehicle Identification No. Model Year
Make Model Lessee Name
Residual Value Security Deposit Payment Date
Adjusted Capitalized Cost Adjusted Lease Balance Lessee Address
</TABLE>
"SECURITIES" means the Notes and the Certificates.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SECURITIES INTERMEDIARY" has the meaning set forth in Section
8-102(a)(14) of the UCC.
"SECURITIZATION" means (i) a financing undertaken by a Beneficiary
or a Special Purpose Affiliate that is secured, directly or indirectly, by
Trust Assets or the UTI, a SUBI or any interest therein and any financing
undertaken in connection with the issuance, pledge or assignment of the UTI
or a SUBI and the related UTI Certificate or SUBI Certificate, as the case
may be, (ii) any sale by a Beneficiary or a Special Purpose Affiliate of an
interest in the UTI or a SUBI or (iii) any other asset securitization,
secured loan or similar transaction involving Trust Assets or any beneficial
interest therein or in the Origination Trust.
"SECURITY DEPOSIT" means, with respect to any 1999-A Contract, the
refundable security deposit specified in such 1999-A Contract.
"SECURITY ENTITLEMENT" has the meaning set forth in Section
8-102(a)(17) of the UCC.
"SECURITYHOLDERS" means Holders of the Notes and the Holders of the
Certificates.
"SERVICER" means American Honda Finance Corporation, a California
corporation, in its capacity as servicer, and its successors and assigns.
"SERVICER REIMBURSEMENT" has the meaning set forth in Section
9.02(i) of the 1999-A Servicing Supplement.
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<PAGE>
"SERVICER'S CERTIFICATE" means an Officer's Certificate of the
Servicer completed and executed pursuant to the provisions of the 1999-A
Servicing Supplement.
"SERVICING AGREEMENT" means that certain Servicing Agreement dated
as of April 1, 1998, among HTA LP and HTB LP, as UTI Beneficiaries, Honda
Lease Trust and AHFC, as the Servicer.
"SERVICING FEE" means the fee payable on each Distribution Date
with respect to the related Collection Period equal to, with respect to (i)
the UTI, one twelfth of the product of 1.00% and the Pool Balance as of the
first day of such Collection Period, and (ii) the 1999-A SUBI, the amount so
designated in the definition of "1999-A SUBI Servicing Fee" herein.
"SPECIAL PURPOSE AFFILIATE" means a special purpose entity that is
an Affiliate of a Beneficiary and was created for the purpose of one or more
Securitizations.
"STAMP" means the Securities Transfer Agent's Medallion Program.
"STANDARD & POOR'S" means Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., its successors and assigns.
"SUB-TRUST" means the UTI and each SUBI, each of which constitutes
a separate series of the Origination Trust pursuant to Section 3806(b)(2) of
the Delaware Act.
"SUBI" means any "special unit of beneficial interest" in the
Origination Trust comprised of a beneficial interest in a SUBI Sub-Trust.
"SUBI ACCOUNT" means each Trust Account created with respect to a
particular SUBI.
"SUBI ASSETS" means the Trust Assets identified by the UTI
Beneficiaries as having been allocated to a SUBI on the books and records of
the Origination Trust.
"SUBI BENEFICIARY" means any Beneficiary that is a Beneficiary
because it is the holder or pledgee of a SUBI Certificate.
"SUBI CERTIFICATE" means, with respect to a SUBI, each of the
certificates evidencing such SUBI, substantially in the form included as an
exhibit to each SUBI Supplement, executed and delivered pursuant to the
related SUBI Supplement.
"SUBI COLLECTION ACCOUNT" means any account established as a
"Collection Account" in accordance with Section 4.02 of the Origination Trust
Agreement.
"SUBI LEASE ACCOUNT" means any account established as a "SUBI Lease
Account" in accordance with Section 4.04 of the Origination Trust Agreement.
"SUBI PORTFOLIO" means, with respect to any SUBI, the related
Leases and Leased Vehicles comprising the related SUBI Assets.
60
<PAGE>
"SUBI SUB-TRUST" means a separate Sub-Trust of the Origination
Trust (other than the UTI Sub-Trust) (i) that from time to time is
established by the Origination Trustee at the direction in writing of a UTI
Beneficiary, subject to Sections 3.01 and 3.02 of the Origination Trust
Agreement, on the books and records of the Origination Trust; (ii) that is
accounted for separately within the Origination Trust and (iii) to which the
Origination Trustee shall identify and allocate, or cause to be identified
and allocated, on such books and records certain Trust Assets that are not
then allocated to another SUBI Sub-Trust.
"SUBI SUPPLEMENT" means any of the one or more supplements to the
Origination Trust Agreement, each substantially in the form attached thereto
as an exhibit, the execution and delivery of which by the UTI Beneficiaries
and the Origination Trustee in accordance with Section 3.01(a) of the
Origination Trust Agreement will effect the creation of a SUBI.
"TIA" means the Trust Indenture Act of 1939, as amended.
"TITLE DOCUMENTS" means, with respect to any Leased Vehicle, the
related Certificate of Title and all related or ancillary documents or
instruments necessary for the recordation or transfer of title in each
relevant jurisdiction.
"TRANSFERORS" means Honda Titling C L.P., a Delaware limited
partnership, and Honda Titling D L.P., a Delaware limited partnership, and
their respective successors and assigns.
"TRUST ACCOUNT" means any "Collection Account", "Payahead Account"
or "Residual Value Surplus Account" established pursuant to Section 4.02(a)
of the Origination Trust Agreement, any SUBI Lease Account created pursuant
to Section 4.04 of the Origination Trust Agreement and any other accounts
that may be specified in the Servicing Agreement, the 1999-A Servicing
Supplement or the 1999-A SUBI Supplement.
"TRUST AGENCY AGREEMENT" means any agency agreement entered into
pursuant to Section 5.11(d) of the Origination Trust Agreement pursuant to
which a trust agent is appointed.
"TRUST AGENT" means U.S. Bank, in its capacity as trust agent, and
its successors and assigns.
"TRUST ASSETS" means (i) cash capital; (ii) the Leases; (iii) the
Leased Vehicles and all proceeds thereof, including (A) proceeds of the sale
or other disposition of the Leased Vehicles to Lessees or others upon
expiration or termination of the Leases and (B) payments in respect of the
Leased Vehicles under any Insurance Policy; (iv) the Certificates of Title;
(v) all rights (but not obligations) of the Origination Trust, AHFC and the
related lessors or Dealers with respect to the Leases and the Leased
Vehicles, including rights to (A) any incentive or other payments made by any
Person to fund a portion of the payments made related to a Lease or a Leased
Vehicle and (B) proceeds arising from any repurchase obligations arising
under any Lease Agreement; (vi) any Security Deposit related to a Lease to
the extent not payable to the Lessee pursuant to such Lease; (vii) all
Insurance Proceeds and Liquidation Proceeds; (viii) such
61
<PAGE>
other assets as may be designated "Trust Assets" in a SUBI Supplement; and
(ix) all proceeds of the items described in clauses (i) through (viii).
"U.S. BANK" means U.S. Bank National Association, a national
banking association, and its successors and assigns.
"UCC" means the Uniform Commercial Code, as in effect in the
relevant jurisdiction.
"UNCAPPED ADMINISTRATIVE EXPENSES" means Administrative Expenses
that would be Capped Contingent and Excess Liability Premiums, Capped
Origination Trust Administrative Expenses, Capped Indenture Trustee
Administrative Expenses or Capped Owner Trustee Administrative Expenses,
respectively, except that they exceed $550,000, $100,000, $50,000 (or
$100,000, as applicable) or $5,000 in any calendar year, respectively.
"UNCOVERED LOSS AMOUNT" means, with respect to any Distribution
Date, the excess of (i) the Investor Percentage of Loss Amounts for such
Distribution Date over (ii) Covered Loss Amounts for such Distribution Date.
"UNDIVIDED TRUST INTEREST" means the exclusive, undivided
beneficial interest in all Origination Trust Assets (including Leases and
Leased Vehicles), other than SUBI Assets, held by the UTI Beneficiaries.
"UNDIVIDED TRUST INTEREST CERTIFICATE" means the one or more trust
certificates (together with any replacements thereof) issued by the
Origination Trust at the direction of the UTI Beneficiaries, each
substantially in the form attached as an exhibit to the form of UTI
Supplement.
"UNITED STATES" means the United States of America, its territories
and possessions and areas subject to its jurisdiction.
"UNMATURED EVENT OF DEFAULT" means any occurrence with which notice
or the lapse of time or both would become an Event of Default.
"UNREIMBURSED CERTIFICATE PRINCIPAL LOSS AMOUNT" means, as of any
date, the amount of all Certificate Principal Loss Amounts which have not yet
been reimbursed.
"UNREIMBURSED CLASS A-1 PRINCIPAL LOSS AMOUNT" means, as of any
date, the amount of all Class A-1 Note Principal Loss Amounts which have not
yet been reimbursed.
"UNREIMBURSED CLASS A-2 PRINCIPAL LOSS AMOUNT" means, as of any
date, the amount of all Class A-2 Note Principal Loss Amounts which have not
yet been reimbursed.
"UNREIMBURSED CLASS A-3 PRINCIPAL LOSS AMOUNT" means, as of any
date, the amount of all Class A-3 Note Principal Loss Amounts which have not
yet been reimbursed.
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<PAGE>
"UNREIMBURSED CLASS A-4 PRINCIPAL LOSS AMOUNT" means, as of any
date, the amount of all Class A-4 Note Principal Loss Amounts which have not
yet been reimbursed.
"UNREIMBURSED CLASS A-5 PRINCIPAL LOSS AMOUNT" means, as of any
date, the amount of all Class A-5 Note Principal Loss Amounts which have not
yet been reimbursed.
"UNREIMBURSED CLASS B PRINCIPAL LOSS AMOUNT" means, as of any date,
the amount of all Class B Note Principal Loss Amounts which have not yet been
reimbursed.
"UNREIMBURSED CLASS C PRINCIPAL LOSS AMOUNT" means, as of any date,
the amount of all Class C Note Principal Loss Amounts which have not yet been
reimbursed.
"UTI" means the exclusive, undivided beneficial interest in all
Origination Trust Assets (including Leases and Leased Vehicles), other than
SUBI Assets, held by the UTI Beneficiaries.
"UTI ASSETS" means all Origination Trust Assets that have not been
allocated to a SUBI Sub-Trust.
"UTI BENEFICIARIES" means HTA LP and HTB LP, each in its capacity
as respective initial beneficiary of the Origination Trust on the date of the
UTI Supplement, and their respective successors and assigns.
"UTI CERTIFICATE" means the one or more trust certificates
(together with any replacements thereof) issued by the Origination Trust at
the direction of the UTI Beneficiaries substantially in the form attached as
an exhibit to the form of UTI Supplement.
"UTI PLEDGE" means a pledge of, and a grant of a security interest
in, the UTI, a UTI Certificate or any interest therein, in connection with a
Securitization.
"UTI PORTFOLIO" means the Leases and Leased Vehicles comprising the
UTI.
"UTI SUB-TRUST" means the separate Sub-Trust of the Origination
Trust containing all Origination Trust Assets that have not been allocated to
any SUBI Sub-Trust.
"UTI SUPPLEMENT" means any of the one or more supplements or
amendments to the Origination Trust Agreement, substantially in the form
attached thereto as an exhibit, the execution and delivery of which by the
UTI Beneficiaries and the Origination Trustee in accordance with Section 3.03
of the Origination Trust Agreement will permit the issuance of additional UTI
Certificates.
"VOTING INTERESTS" means the aggregate voting interests evidenced
by the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class
A-4 Notes, the Class A-5 Notes, the Class B Notes, the Class C Notes and the
Certificates, as the case may be.
Section 1.02. NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be delivered or mailed by registered
or certified first-class United States mail,
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postage prepaid, hand delivery, prepaid courier service, or by telecopier,
and addressed in each case as follows: (i) if to the 1999-A Indenture
Trustee, at The Bank of New York, 101 Barclay Street, Floor 12E, New York,
New York 10286 (telecopier no. (212) 815-5544), Attention: Corporate Trust
Administration; (ii) if to the 1999-A Owner Trustee, at U.S. Bank National
Association, 111 East Wacker Drive, Suite 3000, Chicago, Illinois 60601
(telecopier no. (312) 228-9401), Attention: Honda Auto Lease Trust 1999-A,
(iii) if to HTC LP, at 700 Van Ness Avenue, Torrance, California 90501,
Attention: General Partner, (iv) if to HTD LP, at 700 Van Ness Avenue,
Torrance, California 90501 (telecopier no. (310) 787-3910), Attention:
General Partner, (v) if to the Delaware Owner Trustee, at Wilmington Trust
Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890, (vi) if to the Delaware Trustee, at Delaware Trust Capital Management,
Inc., 900 Market Street, Second Floor, Wilmington, Delaware 19801, (vii) if
to the Origination Trustee, at HVT, Inc., One Illinois Center, 111 East
Wacker Drive, Suite 3000, Chicago, Illinois 60601, (viii) if to HTA LP, at
700 Van Ness Avenue, Torrance, California, (ix) if to HTB LP, at 700 Van Ness
Avenue, Torrance, California 90501, and (x) if to the Servicer, at 700 Van
Ness Avenue, Torrance, California 90501. Delivery shall occur only upon
receipt or reported tender of such communication by an officer of the
recipient entitled to receive such notices located at the address of such
recipient for notices hereunder.
Section 1.03. AMENDMENT.
(a) This Agreement of Definitions may be amended by the parties hereto,
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; and PROVIDED, FURTHER that any amendment eliminating
the Reserve Fund or reducing the Reserve Fund Requirement shall also require
HTC LP and HTD LP to deliver to the 1999-A Owner Trustee an Opinion of
Counsel to the effect that after such amendment, for federal income tax
purposes, the 1999-A Securitization Trust will not be treated as an
association taxable as a corporation and the Notes should properly be
characterized as indebtedness that is secured by the assets of the 1999-A
Securitization Trust.
(b) This Agreement of Definitions may also be amended from time to time
by the parties hereto including with respect to (i) changing the formula for
determining the Reserve Fund Requirement and changing the Reserve Fund Tests
which change could result in a decrease in the amount of the Reserve Fund
Requirement, (ii) changing the remittance schedule for deposits in the 1999-A
Note Distribution Account and the 1999-A Certificate Distribution Account, or
(iii) changing the definition of "Eligible Investments", if either (A) the
1999-A Indenture Trustee
64
<PAGE>
has been 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, 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 (which consent of any Noteholder or
Certificateholder given pursuant to this Section 1.03(b) or pursuant to any
other provision of this Agreement of Definitions shall be conclusive and
binding on such Noteholder or Certificateholder and on all future Noteholders
or Certificateholders of such Note and of any or 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 (1) any amendment eliminating the Reserve Fund or
reducing the Reserve Fund Requirement to less than the lesser of the Reserve
Fund Initial Deposit and the sum of the Note Balance and the Certificate
Balance as of the related Distribution Date (after giving effect to
reductions in the Note Balance and Certificate Balance on such Distribution
Date), shall also require that the 1999-A Indenture Trustee and each Rating
Agency receive an Opinion of Counsel to the effect that, after such
amendment, for federal income tax purposes the Notes will properly be
characterized as indebtedness that is secured by the assets of the 1999-A
Securitization Trust; and (2) no such amendment shall (x) increase or reduce
in any manner the amount of, or accelerate or delay the timing of,
collections of payments on the 1999-A SUBI Interest, the 1999-A SUBI
Certificates, the Retained 1999-A SUBI Certificates, or distributions that
shall be required to be made on any Note or Certificate or the applicable
Note Rate or Certificate Rate or (y) 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.
Section 1.04. SEVERABILITY OF PROVISIONS. Any provision of this
Agreement of Definitions that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.
Section 1.05. COUNTERPARTS. This Agreement of Definitions may be
executed by the parties hereto in separate counterparts, each of which when
so executed and delivered shall be an original, but all such counterparts
shall together constitute but one and the same instrument.
Section 1.06. SUCCESSORS AND ASSIGNS. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, HTC LP,
HTD LP, the 1999-A Owner Trustee, the 1999-A Indenture Trustee, the Delaware
Trustee, the Delaware Owner Trustee and their respective successors and
permitted assigns, all to the extent as herein provided.
Section 1.07. HEADINGS. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.
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Section 1.08. GOVERNING LAW. THIS AGREEMENT OF DEFINITIONS SHALL BE
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT
REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW.
[Remainder of page intentionally left blank]
66
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IN WITNESS WHEREOF, Honda Titling A L.P., Honda Titling B L.P., Honda
Titling C L.P., Honda Titling D L.P., U.S. Bank National Association, HVT, Inc.,
Delaware Trust Capital Management, Inc., American Honda Finance Corporation, The
Bank of New York and Wilmington Trust Company have caused this Agreement of
Definitions to be duly executed by their respective officers as of the day and
year first above written.
HONDA TITLING A L.P.,
as Grantor and UTI Beneficiary
By: Honda Titling A LLC, its general partner
By: Honda Titling Inc., as its manager
By: /s/ Y. KOHAMA
---------------------------------------
Name: Y. Kohama
Title: President
HONDA TITLING B L.P.,
as Grantor and UTI Beneficiary
By: Honda Titling B LLC, its general partner
By: Honda Titling Inc., as its manager
By: /s/ Y. KOHAMA
---------------------------------------
Name: Y. Kohama
Title: President
HONDA TITLING C L.P.,
as Transferor
By: Honda Titling C LLC, its general partner
By: Honda Funding Inc., as its manager
By: /s/ Y. KOHAMA
---------------------------------------
Name: Y. Kohama
Title: President
HONDA TITLING D L.P.,
as Transferor
By: Honda Titling D LLC, its general partner
By: Honda Funding Inc., as its manager
By: /s/ Y. KOHAMA
---------------------------------------
Name: Y. Kohama
Title: President
S-1
<PAGE>
HVT, INC.,
as Origination Trustee of HONDA LEASE TRUST
By: /s/ PATRICIA M. CHILD
---------------------------------------
Name: Patricia M. Child
Title: Vice President
DELAWARE TRUST CAPITAL MANAGEMENT, INC.,
as Delaware Trustee of HONDA LEASE TRUST
By: /s/ STEPHEN J. KABA
---------------------------------------
Name: Stephen J. Kaba
Title: Vice President
AMERICAN HONDA FINANCE CORPORATION, as
Servicer
By: /s/ Y. KOHAMA
---------------------------------------
Name: Y. Kohama
Title: President
U.S. BANK NATIONAL ASSOCIATION,
as 1999-A Owner Trustee
By: /s/ PATRICIA M. CHILD
---------------------------------------
Name: Patricia M. Child
Title: Vice President
THE BANK OF NEW YORK, as
1999-A Indenture Trustee
By: /s/ KELLY A. SHEAHAN
---------------------------------------
Name: Kelly A. Sheahan
Title: Assistant Vice President
S-2
<PAGE>
WILMINGTON TRUST COMPANY, as
Delaware Owner Trustee
By: /s/ PATRICIA A. EVANS
---------------------------------------
Name: Patricia A. Evans
Title: Financial Services Officer
S-3
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Section 1.01. . . . . . . . . . . . . . . . . . . . . .Definitions 6
Section 1.02. . . . . . . . . . . . . . . . . . . . . . . .Notices 63
Section 1.03. . . . . . . . . . . . . . . . . . . . . . .Amendment 64
Section 1.04. . . . . . . . . . . . . . Severability of Provisions 65
Section 1.05. . . . . . . . . . . . . . . . . . . . . Counterparts 65
Section 1.06. . . . . . . . . . . . . . . . Successors and Assigns 65
Section 1.07. . . . . . . . . . . . . . . . . . . . . . . Headings 65
Section 1.08. . . . . . . . . . . . . . . . . . . . .Governing Law 66
</TABLE>
-i-
