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FORM OF 1999-A SUPPLEMENT
to
SERVICING AGREEMENT
dated as of April 1, 1998,
Among
HVT, INC.,
as Origination Trustee of the HONDA LEASE TRUST,
HONDA TITLING A L.P.
and
HONDA TITLING B L.P.,
as UTI Beneficiaries,
AMERICAN HONDA FINANCE CORPORATION,
as Servicer,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent
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Dated as of [ ]
-----------------------------------
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TABLE OF CONTENTS
PAGE
ARTICLE SEVEN
DEFINITIONS
Section 7.01. Definitions. . . . . . . . . . . . . . . . . . . . . . . . 3
Section 7.02. Interpretation . . . . . . . . . . . . . . . . . . . . . . 3
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 . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 8.02. Servicer Payment in Respect of Certain Leases and
Leased Vehicles. . . . . . . . . . . . . . . . . . . . . . 4
Section 8.03. Filings. . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 8.04. Servicer Representations and Warranties. . . . . . . . . . 5
ARTICLE NINE
SPECIFIC REQUIREMENTS FOR ADMINISTRATION AND SERVICING OF
LEASES IN 1999-A SUBI PORTFOLIO
Section 9.01. Servicer Bound by Servicing Agreement. . . . . . . . . . . 5
Section 9.02. Collection of Monthly Lease Remittances; Application of
Proceeds; Accounts . . . . . . . . . . . . . . . . . . . . 6
Section 9.03. Records. . . . . . . . . . . . . . . . . . . . . . . . . .11
Section 9.04. Advances . . . . . . . . . . . . . . . . . . . . . . . . .12
Section 9.05. Payment of Certain Fees and Expenses; No Offset. . . . . .12
Section 9.06. Servicing Compensation . . . . . . . . . . . . . . . . . .13
Section 9.07. Repossession and Sale of Leased Vehicles . . . . . . . . .13
Section 9.08. Third Party Claims . . . . . . . . . . . . . . . . . . . .13
Section 9.09. Insurance Policies . . . . . . . . . . . . . . . . . . . .13
Section 9.10. Servicer Resignation; Assignment . . . . . . . . . . . . .14
Section 9.11. Insurance Coverage in Respect of Leased Vehicles . . . . .14
Section 9.12. Corporate Existence; Status; Merger. . . . . . . . . . . .14
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Section 9.13. Servicer Administrative Duties under the 1999-A
Securitization Documents . . . . . . . . . . . . . . . . .15
ARTICLE TEN
STATEMENTS AND REPORTS
Section 10.01. Reporting by the Servicer. . . . . . . . . . . . . . . . . . .15
Section 10.02. Annual Accountants Reports . . . . . . . . . . . . . . . . . .15
Section 10.03. Other Certificates and Notices from Servicer . . . . . . . . .16
Section 10.04. Tax Returns. . . . . . . . . . . . . . . . . . . . . . . . . .16
ARTICLE ELEVEN
SERVICER TERMINATION EVENTS
Section 11.01. Servicer Termination Events; Termination of Servicer . . . . .16
ARTICLE TWELVE
MISCELLANEOUS
Section 12.01. Termination of Agreement . . . . . . . . . . . . . . . . . . .17
Section 12.02. Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . .18
Section 12.03. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . .18
Section 12.04. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Section 12.05. Severability . . . . . . . . . . . . . . . . . . . . . . . . .19
Section 12.06. Inspection and Audit Rights. . . . . . . . . . . . . . . . . .19
Section 12.07. Third Party Beneficiaries. . . . . . . . . . . . . . . . . . .20
Section 12.08. Table of Contents, Article and Section Headings. . . . . . . .20
Section 12.09. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . .20
Section 12.10. Further Assurances . . . . . . . . . . . . . . . . . . . . . .20
Section 12.11. No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . .20
Section 12.12. No Petition. . . . . . . . . . . . . . . . . . . . . . . . . .20
EXHIBITS
EXHIBIT A Schedule of 1999-A Contracts and 1999-A Leased
Vehicles as of the Cutoff Date . . . . . . . . . . . . . . . A-1
EXHIBIT B Form of Servicer's Certificate . . . . . . . . . . . . . . . B-1
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FORM OF 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 [ ], 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 [ ] (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 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 (the "HTA LP/HTC LP 1999-A SUBI Certificate") and one certificate
representing a 0.99% interest in the 1999-A SUBI (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 (the "HTB LP/HTC LP 1999-A SUBI Certificate") and
one certificate representing a 0.01% interest in the 1999-A SUBI (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/HTD 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 SUBI 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 HTA LP 1999-A SUBI Securities Account
Control Agreement, dated as of [ ], between HTA LP and the 1999-A
SUBI Securities Intermediary (the "HTA LP 1999-A SUBI Securities Account
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 SUBI 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 that certain HTB LP 1999-A SUBI Securities Account
Control Agreement, dated as of [ ] between HTB LP and the 1999-A
SUBI Securities Intermediary (the "HTB LP 1999-A SUBI Securities Account
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 SUBI 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 [ ] (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 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 1999-A
SUBI, 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
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 as of [ ] (the "Cutoff Date"), based on their
respective share of the 1999-
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A SUBI less the cost and expenses of the Securitization and the value of any
securities issued in connection with the Securitization and retained by the
HTC LP and HTD LP.
F. 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 (the "HTC LP 1999-A SUBI Certificate"), (ii) one certificate to
HTD LP representing a 0.998% beneficial interest in the 1999-A SUBI (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 (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 (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, the 1999-A SUBI 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 that certain HTC LP 1999-A SUBI Securities Account
Control Agreement dated as of [ ], between HTC LP and the 1999-A
SUBI Securities Intermediary (the "HTC LP 1999-A SUBI Securities Account
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 SUBI Securities Intermediary to
debit the HTC LP 1999-A SUBI Securities Account to reflect the transfer of
the HTC LP 1999-A SUBI Certificate pursuant to a Securitization involving the
1999-A SUBI.
H. Concurrently herewith, the 1999-A SUBI Securities Intermediary
establish a securities account (as defined in Section 8-501 of the UCC) will
in the name of and for the benefit of HTD LP (the "HTD LP 1999-A SUBI
Securities Account") pursuant to that certain HTD LP 1999-A SUBI Securities
Account Control Agreement dated as of [ ], between HTD LP and the
1999-A SUBI Securities Intermediary (the "HTD LP 1999-A SUBI Securities
Account 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 SUBI Securities
Intermediary to debit the HTD LP 1999-A SUBI Securities Account to reflect
the transfer of the HTD LP 1999-A SUBI Certificate pursuant to a
Securitization involving the 1999-A SUBI.
I. Concurrently herewith, the 1999-A SUBI 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 that certain 99.8% 1999-A
SUBI Securities Account Control Agreement dated as of [ ], between
the 1999-A Owner Trustee, on behalf of the 1999-A Securitization Trust, and
the 1999-A SUBI Securities Intermediary, (the "99.8% 1999-A SUBI Securities
Account 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
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held until such time as the 1999-A Owner Trustee directs the 1999-A SUBI
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 pursuant to the
Securitization involving the 1999-A SUBI].
J. 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
[May 31, 1999] (the "1999-A Securitization Trust Agreement") pursuant to
which the securitization trust (the "1999-A Securitization Trust") will be
formed and pursuant to which HTC LP and HTD LP will transfer to the 1999-A
Securitization Trust the 1999-A SUBI Certificates, the 1999-A Indenture
Trustee will issue the Notes and the 1999-A Securitization Trust will issue
the Certificates and deliver the Notes to HTC LP and HTD LP. 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.
K. Concurrently herewith, the 1999-A Indenture Trustee and the
1999-A Owner Trustee are entering into that certain indenture, dated as of
[ ] (the "Indenture"), pursuant to which the 1999-A Indenture
Trustee will issue the Notes and the 1999-A Owner Trustee will grant a
security interest in all of the assets held by the 1999-A Securitization
Trust, including the 1999-A SUBI Certificates, to the 1999-A Indenture
Trustee to secure the 1999-A Owner Trustee's obligations under the Indenture.
L. 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.
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 acknowledge by
each party hereto, the parties hereto agree to the following supplemental
obligations 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 [ ] (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 1999-A Owner Trustee, the 1999-A Indenture Trustee and the
Delaware Owner Trustee. In the event of any
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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.
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.
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(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 timely, 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 then Discounted Principal Balance
of such 1999-A Contract as of the Deposit Date related to the Collection
Period in which the 60-day cure 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 was 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
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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.
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
7
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
proceeds of the Residual Value Insurance Policy and any other residual
value insurance policies. Notwithstanding Section 2.06(c) of the Servicing
Agreement, the Servicer shall not deposit any proceeds from the Residual
Value Insurance Policy or any other residual value insurance policies into
the 1999-A SUBI Collection Account. If any proceeds of the Residual Value
Insurance Policy or 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
distributed to the Servicer by the Origination Trustee, the 1999-A Owner
Trustee or the 1999-A Indenture Trustee, as applicable, on the succeeding
Distribution Date.
(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 proceeds of the Residual Value Insurance
Policy or any other residual value insurance policies, which amounts
shall not be deemed to be Collections) 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);
8
(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;
(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) the Servicer may not grant more than [six] deferrals of any
1999-A Contract, and may not extend the 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 first day of the month preceding
the month in which the Final Scheduled Distribution Date for the Class B
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 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 Portfolio such that the Maturity Date will occur later than the
first day of the month preceding the month in which the Final Scheduled
Distribution Date for the Class B 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 or is notified that an improper deferral or extension was
granted), (y) deposit into the 1999-A SUBI Collection Account an amount
equal to the then 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 (z)
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
9
1999-A SUBI Portfolio under this 1999-A Servicing Supplement or the
Servicing Agreement.
(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 which a
Monthly Remittance Condition is no longer 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 Servicer, on behalf of the 1999-A Owner Trustee, shall
establish the 1999-A Note Distribution Account for the benefit of the
Noteholders in the name of the 1999-A Indenture Trustee, 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 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.
(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, the 1999-A Certificate Distribution Account
and the Reserve Fund on 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
10
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 funds from the 1999-A SUBI
Collection Account in respect of the 1999-A SUBI Certificates to the 1999-A Note
Distribution Account and the 1999-A Certificate Distribution Account as provided
in Section 3.03 of the 1999-A Securitization Trust Agreement. 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 to HTC LP and HTD LP in respect of the Retained 1999-A SUBI
Certificates. 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 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
11
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, the 1999A Certificate Distribution
Account and the Reserve Fund 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
Indenture Trustee 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 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
12
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 in
any 1999-A SUBI Account on behalf of the Origination Trust, or 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, 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 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.
13
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 Portfolio 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 Securitization Trust Document, any
1999-A Contract, any related Lease Document, any 1999-A Leased Vehicle or
otherwise.
14
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 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), or (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 Securities
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.
15
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 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.
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
16
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.
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
17
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 Securities, 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.
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 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
Holder, 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
18
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 related Holder 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
Securities, 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, 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 it to the Origination Trustee or
any other
19
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, the
Servicing Agreement, as supplemented by this 1999-A Servicing Supplement, to
the extent that it applies to or affects the 1999-A SUBI Sub-Trust, may be
amended from time to time in a writing signed by the Origination Trustee, on
behalf of the Origination Trust, the Trust Agent (but only to the extent that
such amendment applies to or affects Section 11.01(b)) and the Servicer, 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.
(b) The Servicer shall provide each Rating Agency prior notice of the
content of any proposed amendment to the Servicing Agreement, whether or not
such amendment relates to the 1999-A SUBI or requires approval of any Rating
Agency.
(c) 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.
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
000 Xxxxxxx Xxxxxx
Xxxxx 00X
Xxx Xxxx, Xxx Xxxx 00000
Attention: Honda Auto Lease Trust 1999-A
20
and any notice to the 1999-A Owner Trustee shall be addressed as follows:
U.S. Bank National Association
One Illinois Center
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Office
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
and (iii) if given by the 1999-A Owner Trustee shall be deemed to be given by
the Certificateholders and 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 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.
21
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 or the Retained 1999-A SUBI Certificates, 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 has 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 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
22
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]
23
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: _____________________________________________
Name: X. Xxxxxx
Title: President
HVT, INC.,
as Origination Trustee of the HONDA LEASE TRUST
By: _____________________________________________
Name: _______________________________________
Title: ______________________________________
HONDA TITLING A L.P., as UTI Beneficiary
By: HONDA TITLING A LLC, its general partner
By: HONDA TITLING INC., its manager
By: _____________________________________________
Name: X. Xxxxxx
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: _____________________________________________
Name: X. Xxxxxx
Title: President
24
U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent
By: _____________________________________________
Name: _______________________________________
Title: ______________________________________
Acknowledged and Agreed:
THE BANK OF NEW YORK,
as Indenture Trustee
By: _________________________
Name: ___________________
Title: __________________
U.S. BANK NATIONAL ASSOCIATION,
as Owner Trustee
By: _________________________
Name: __________________
Title: _________________
25
EXHIBIT A
SCHEDULE OF 1999-A CONTRACTS AND
1999-A LEASED VEHICLES AS OF THE CUTOFF DATE
[Omitted. Copies on file with the Servicer, the Origination Trustee, the
1999-A Owner Trustee and the 1999-A Indenture Trustee.]
A-1
EXHIBIT B
FORM OF SERVICER'S CERTIFICATE
B-1
