Introductory Provisions The account holder shall be responsible for payments in accordance with this agreement and shall also be responsible for ensuring that all users of the Eurocard Purchasing Account are aware of and comply with this agreement and the user manuals and instructions from Eurocard applicable at any given time. A user can be an administrator or another person that has been authorised by the account holder to use Eurocard Purchasing Account
General Conditions; Definitions 1.01. The General Conditions (as defined in the Appendix to this Agreement) constitute an integral part of this Agreement. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement.
Background; Use of Funds; Definitions This Note constitutes the consideration payable to the Lender for the Series Gallery Drop 049 Asset (the “Series Asset”) pursuant to the Purchase and Sale Agreement relating to the Series Asset that was entered into between the Company and the Lender on or about the date hereof. As used in this Note, the following terms shall have the following meanings:
Headings; Definitions The Section and Article headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. All references to Sections or Articles contained herein mean Sections or Articles of this Agreement unless otherwise stated. All capitalized terms defined herein are equally applicable to both the singular and plural forms of such terms.
GENERAL PROVISIONS AND RECITALS 12 1. The parties agree that the terms used, but not otherwise defined below in Paragraph B, shall 13 have the same meaning given to such terms under the Health Insurance Portability and Accountability Act 14 of 1996, Public Law 104-191 (“HIPAA”), the Health Information Technology for Economic and Clinical 15 Health Act, Public Law 111-005 (“the HITECH Act”), and their implementing regulations at 45 CFR Parts 16 160 and 164 (“the HIPAA regulations”) as they may exist now or be hereafter amended. 17 2. The parties agree that a business associate relationship under HIPAA, the HITECH Act, and 18 the HIPAA regulations between CONTRACTOR and COUNTY arises to the extent that CONTRACTOR 19 performs, or delegates to subcontractors to perform, functionsor activities on behalf of COUNTY pursuant 20 to, and as set forth in, the Contract that are described in the definition of “Business Associate” in 45 CFR 21 § 160.103. 22 3. COUNTY wishes to disclose to CONTRACTOR certain information pursuant to the terms of 23 the Contract, some of which may constitute Protected Health Information (“PHI”), as defined below in 24 Subparagraph B.10, to be used or disclosed in the course of providing services and activities pursuant to, 25 and as set forth, in the Contract. 26 4. The parties intend to protect the privacy and provide for the security of PHI that may be 27 created, received, maintained, transmitted, used, or disclosed pursuant to the Contract in compliance with 28 the applicable standards, implementation specifications, and requirements of HIPAA, the HITECH Act, 29 and the HIPAA regulations as they may exist now or be hereafter amended. 30 5. The parties understand and acknowledge that HIPAA, the HITECH Act, and the HIPAA 31 regulations do not pre-empt any state statutes, rules, or regulations that are not otherwise pre-empted by 32 other Federal law(s) and impose more stringent requirements with respect to privacy of PHI. 33 6. The parties understand that the HIPAA Privacy and Security rules, as defined below in 34 Subparagraphs B.9. and B.14., apply to CONTRACTOR in the same manner as they apply to a covered 35 entity (COUNTY). XXXXXXXXXX agrees therefore to be in compliance at all times with the terms of 36 this Business Associate Contract, as it exists now or be hereafter updated with notice to CONTRACTOR, 37 and the applicable standards, implementation specifications, and requirements of the Privacy and the 1 Security rules, as they may exist now or be hereafter amended, with respect to PHI and electronic PHI 2 created, received, maintained, transmitted, used, or disclosed pursuant to the Contract.
Amendment to Definitions In Section 1.01, amendments are made to the definitions as follows:
Recitals; Defined Terms The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.
UCC Definitions Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Security Agreement, including its preamble and recitals, with such meanings.
Incorporation of Recitals; Defined Terms The parties hereto acknowledge that the Recitals set forth above are true and correct in all material respects. The defined terms in the Recitals set forth above are hereby incorporated into this Agreement by reference. All other capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.
Introductory Toyota Leasing, Inc., a California corporation (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue $[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $[______] aggregate principal amount of [___]% Asset Backed Notes, Class B (the “Class B Notes” and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”) and non-interest bearing certificates that represent the residual interest in the Trust (the “Certificates”) of the Toyota Auto Lease Trust 20[__]-[__] (the “Trust”). Pursuant to the terms hereof, the Seller agrees to sell to each of the several underwriters named in Schedule I hereto (the “Underwriters”) a portion of each of the [describe the classes of underwritten notes] (the “Underwritten Notes”) in the respective amount listed on Schedule I hereto. The Seller, TMCC or one or more of its affiliates initially will retain [[describe the classes of retained notes] that are not Underwritten Notes and] the Certificates, which will not be sold hereunder. [__________],[__________] and [__________] will act as representatives for the Underwriters, and in such capacities shall herein be the “Representatives”. The assets of the Trust will include, among other things, a special unit of beneficial interest issued by the Toyota Lease Trust (the “Titling Trust”) which entitles the holder thereof to lease payments generated by a portfolio of retail lease contracts owned by the Titling Trust and the proceeds from the sale of the motor vehicles (or equivalent cash amounts substituted under a vehicle like-kind exchange program) leased under those contracts, and certain monies received thereunder after the close of business on [_____] (the “Cutoff Date”). The Notes will be issued pursuant to the Indenture to be dated as of [_____] (the “Indenture”), between the Trust and [_____] (the “Indenture Trustee”). TMCC has caused the Seller to form the Trust pursuant to a trust agreement, as amended and restated by the Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of [_____], [among]/[between] the Seller [and] [______], a [____], as owner trustee (the “Owner Trustee”) [and [______], a [____], as Delaware trustee (the “Delaware Trustee”)]. TMCC, as administrator (in such capacity, the “Administrator”) will perform certain administrative tasks on behalf of the Trust, the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement (the “Administration Agreement”) dated as of [_____] among the Trust, the Indenture Trustee and the Administrator. The Titling Trust was created to take assignments and conveyances of, and to hold in trust, various leases, vehicles and certain related assets (collectively, the “Trust Assets”). The Titling Trust was formed and is governed by an amended and restated titling trust and servicing agreement, dated as of October 1, 1996, as amended or supplemented from time to time (the “Titling Trust Agreement”), among TMCC (in such capacity, the “UTI Beneficiary”), TMTT, Inc., as trustee (the “Titling Trustee”) and U.S. Bank Trust National Association (formerly First Bank National Association), as trust agent (the “Trust Agent”). Pursuant to a supplement of the Titling Trust Agreement, dated as of the Closing Date (the “SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), among the parties to the Titling Trust Agreement, the Titling Trustee will be directed by the UTI Beneficiary to establish a special unit of beneficial interest to be known as the “[____]-[_] SUBI.” The Titling Trustee will allocate a portfolio consisting of lease agreements (the “[____]-[_] Leases”) and the related specified vehicles (the “[____]-[_] Vehicles”) and certain other related assets to the [____]-[_] SUBI (collectively, the “SUBI Assets”). The SUBI Assets will be serviced by TMCC (in such capacity, the “Servicer”) pursuant to a [____]-[_] SUBI servicing supplement to the Titling Trust Agreement, dated as of the Closing Date (the “SUBI Servicing Supplement” and, together with the Titling Trust Agreement, the “Servicing Agreement”), in each case among the Titling Trustee, the Servicer and the Trust Agent. In connection with the creation of the [____]-[_] SUBI, the Titling Trust will issue to the UTI Beneficiary a certificate (the “SUBI Certificate”) representing the entire beneficial interest in the [____]-[_] SUBI. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “SUBI Certificate Transfer Agreement”), between the Seller and the UTI Beneficiary, the UTI Beneficiary will sell the SUBI Certificate to the Seller. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “Issuer SUBI Certificate Transfer Agreement”), between the Seller and the Trust, the Seller will sell the SUBI Certificate to the Trust.