Common use of Introductory Clause in Contracts

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.

Introductory. Toyota Leasing, Inc.Daimler Trust Leasing LLC, a California corporation Delaware limited liability company (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”"Depositor"), proposes to cause Mercedes-Benz Auto Lease Trust 2019-B (the "Issuing Entity") to issue $[______] aggregate 200,000,000 principal amount of [___]Class A-1 0.00% Asset Backed Notes, Class A-1 Notes (the “"Class A-1 Notes”"), $[______] aggregate 530,000,000 principal amount of [___]Class A-2 2.01% Asset Backed Notes, Class A-2 Notes (the “"Class A-2 A‑2 Notes”"), $[______] aggregate 440,000,000 principal amount of [___]Class A-3 2.00% Asset Backed Notes, Class A-3 Notes (the “"Class A-3 Notes”), ") and $[______] aggregate 109,960,000 principal amount of [___]Class A-4 2.05% Asset Backed Notes, Class A-4 Notes (the “"Class A-4 Notes”) and $[______] aggregate principal amount of [___]% Asset Backed Notes" and, Class B (the “Class B Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes") and to sell a portion of 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 Notes in the Trust respective amounts listed on Schedule I hereto (the “Certificates”"Underwritten Notes") 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 "), for whom you are acting as representatives (the "Representatives"). The Class A-1 Notes will initially be retained by the Depositor or an affiliate 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”)Depositor. The Notes will be issued pursuant to an Indenture (as amended and supplemented from time to time, the Indenture to be "Indenture"), dated as of [_____] (the “Indenture”)November 1, 2019, between the Trust Issuing Entity and [_____] U.S. Bank National Association, as indenture trustee (in such capacity, the “"Indenture Trustee”"). TMCC has caused The assets of the Seller to form Issuing Entity will include, among other things, the Trust 2019-B Exchange Note (as defined below) backed by a pool of new Mercedes-Benz passenger car and sport utility vehicle leases and the related leased vehicles. Simultaneously with the issuance and sale of the Underwritten Notes as contemplated herein, pursuant to a trust agreement, as amended and restated by the an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “"Trust Agreement”"), dated as of [_____]November 1, [among]/[between] 2019, between the Seller [and] [______]Depositor and Wilmington Trust, a [____]National Association, as owner trustee (the “Owner Trustee”) [and [______], a [____], as Delaware trustee (the “Delaware Trustee”)]. TMCC, as administrator (in such capacity, the “Administrator”) "Owner Trustee"), the Issuing Entity will perform certain administrative tasks on behalf of issue asset backed certificates (the "Certificates"), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement titling trust (the “Administration Agreement”"Titling Trust") 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 the Second Amended and Restated Trust Agreement (as amended and restated titling trust and servicing agreementsupplemented from time to time, the "Titling Trust Agreement"), dated as of October April 1, 19962008, among Mercedes-Benz Financial Services USA LLC (f/k/a DCFS USA LLC) ("MBFS USA"), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary (the "Initial Beneficiary") and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the "Titling Trustee"). On November 20, 2019 (the "2019-B Closing Date"), the Titling Trust, as borrower (the "Borrower") shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended or and supplemented from time to time (time, the “Titling Trust "Basic Collateral Agency Agreement”"), dated as of March 1, 2009, among TMCC the Borrower, MBFS USA, as lender (in such capacity, the “UTI Beneficiary”), TMTT, Inc., as trustee (the “Titling Trustee”"Lender") 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 servicer (in such capacity, the “"Servicer”"), U.S. Bank Trust National Association, as administrative agent (the "Administrative Agent") pursuant and Daimler Title Co., as collateral agent (the "Collateral Agent") and (ii) a 2019-B Exchange Note Supplement (as amended and supplemented from time to a [____]-[_] SUBI servicing supplement to time, the Titling Trust Agreement"Exchange Note Supplement"), dated as of November 1, 2019, among the Closing Date (the “SUBI Servicing Supplement” and, together with the Titling Trust AgreementBorrower, the “Servicing Agreement”)Administrative Agent, in each case among the Titling TrusteeCollateral Agent, the Lender, the Servicer and the Trust AgentIndenture Trustee, issue a 2019-B Exchange Note (the "2019-B Exchange Note") to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. In connection with Amounts due on the creation of the [____]2019-[_] SUBI, B Exchange Note shall be paid from collections on the Titling Trust will issue Assets allocated to the UTI Beneficiary a certificate 2019-B Reference Pool as of the close of business on September 30, 2019 (the “SUBI Certificate”) representing "2019-B Cutoff Date"). The Lender will sell the entire beneficial interest in 2019-B Exchange Note to the [____]-[_] SUBI. Pursuant Depositor pursuant to a SUBI certificate transfer agreementFirst-Tier Sale Agreement (as amended and supplemented from time to time, the "First-Tier Sale Agreement"), dated as of the Closing Date (the “SUBI Certificate Transfer Agreement”)November 1, 2019, between the Seller Lender and the UTI BeneficiaryDepositor, and the UTI Beneficiary Depositor will sell the SUBI Certificate 2019-B Exchange Note to the Seller. Pursuant Issuing Entity pursuant to a SUBI certificate transfer agreementSecond-Tier Sale Agreement (as amended and supplemented from time to time, the "Second-Tier Sale Agreement"), dated as of the Closing Date (the “Issuer SUBI Certificate Transfer Agreement”)November 1, 2019, between the Seller Depositor and the TrustIssuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2019-B Reference Pool pursuant to a 2019-B Servicing Supplement (as amended and supplemented from time to time, the Seller "2019-B Servicing Supplement"), dated as of November 1, 2019, among the Servicer, the Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the "Basic Servicing Agreement"), dated as of March 1, 2009, among the Lender, the Servicer, the Borrower and the Collateral Agent. The asset representations review will sell be performed by the SUBI Certificate Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the "Asset Representations Review Agreement") dated as of November 1, 2019 among Xxxxxxx Fixed Income Services LLC, a Delaware limited liability company, as asset representations reviewer (the "Asset Representations Reviewer"), the Issuing Entity and MBFS USA, as Administrator and Servicer. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Appendix 1 to the TrustExchange Note Supplement or, if not defined therein, in Appendix A to the Basic Collateral Agency Agreement.

Introductory. Toyota LeasingDiamondback Energy, Inc., a California Delaware corporation (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCCCompany”), 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 agrees 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 A hereto (the “Underwriters”) a portion of each of ), for whom you are acting as the [describe the classes of underwritten notes] representatives (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 ), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of the Trust will include, among other things, a special unit of beneficial interest issued by the Toyota Lease Trust its 5.200% Senior Notes due 2027 (the “Titling Trust2027 Notes”), (ii) which entitles the holder thereof to lease payments generated by a portfolio U.S. $850,000,000 aggregate principal amount 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 [_____] its 5.150% Senior Notes due 2030 (the “Cutoff Date2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to the an Indenture to be dated as of [_____] December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust and [_____] (the “Indenture Trustee”). TMCC has caused the Seller to form the Trust pursuant to a trust agreementCompany, 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.National Association, as trustee (the “Titling Trustee”) and U.S. Bank Trust National Association (formerly First Bank National Association), as trust agent supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Trust Agent”). Pursuant to a supplement of the Titling Trust Agreement, dated as of the Closing Date (the “SUBI Supplement”, Supplemental Indenture,” and together with the Titling Trust AgreementBase Indenture, 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 AssetsIndenture”). The SUBI Assets Notes 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 guaranteed (the “SUBI Servicing SupplementGuarantee” and, together with the Titling Trust AgreementNotes, the “Servicing AgreementOffered Securities”), 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 ) by Diamondback E&P LLC (the “SUBI CertificateGuarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) representing of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the entire beneficial interest in the [____]-[_] SUBI. Pursuant to a SUBI certificate transfer agreementCompany, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the Closing Date (exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “SUBI Certificate Transfer Acquisition Agreement”), between the Seller . The Company and the UTI Beneficiary, Guarantor hereby jointly and severally confirm their agreement with the UTI Beneficiary will sell the SUBI Certificate to the Seller. Pursuant to a SUBI certificate transfer agreement, dated several Underwriters 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.follows:

Introductory. Toyota Leasing, Inc., a California corporation First National Funding LLC (“FNF LLC” or the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCCTransferor”), a limited liability company formed under the laws of the State of Nebraska, 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 $[______] aggregate principal amount of [___]% Asset Backed Notes, Class B (the “Class B Notes” and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”) and non-interest bearing certificates that represent the residual interest in the cause First National Master Note Trust (the “CertificatesIssuer”) of the Toyota Auto Lease Trust 20[__]-[__] (the “Trust”). Pursuant to the terms hereof, the Seller agrees to issue and sell to each of the several underwriters named in Schedule I hereto (the “Underwriters”) a portion of each of the [describe the classes of underwritten notes] (the “Underwritten Notes”) in the respective amount listed on Schedule I hereto. The Seller, TMCC or one or more of its affiliates initially will retain [[describe the classes of retained notes] that are not Underwritten Notes and] the Certificates, which will not be sold hereunder. [__________],$[__________] and principal amount of Class A Series [_________20__-_] 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 Asset Backed Notes (the “Titling TrustNotes”) which entitles to 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 Underwriters (or equivalent cash amounts substituted under a vehicle like-kind exchange programas defined hereinafter) leased under those contracts, and certain monies received thereunder after the close of business on [_____] (the “Cutoff Date”)for whom you are acting as Representatives. The Notes will be issued Issuer is a Delaware statutory trust formed pursuant to the Indenture to be (a) a Trust Agreement, dated as of [_____] (the “Indenture”)October 16, between the Trust and [_____] (the “Indenture Trustee”). TMCC has caused the Seller to form the Trust pursuant to a trust agreement2002, as amended and restated in its entirety by the Second Amended and Restated Trust Agreement dated as of September 23, 2016 (collectively, the “Trust Agreement”), dated as of [_____], [among]/[between] between the Seller [and] [______], a [____]Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) [and [______](b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to a [____]Second Amended and Restated Master Indenture, dated as of September 23, 2016 (as amended, the “Master Indenture”), between the Issuer and U.S. Bank National Association, as Delaware successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. , as supplemented by the Series [20__-_] Indenture Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the “Indenture Supplement,” and together with the Master Indenture, the “Indenture”). U.S. Bank Trust Company, National Association, as indenture trustee (the “Delaware Indenture Trustee”) became the successor indenture trustee under the Master Indenture effective May 1, 2022. The assets of the Issuer include, among other things, certain amounts due (the “Receivables”) on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by the Bank (the “Accounts”)]. TMCCThe Receivables are transferred to the Issuer pursuant to the Second Amended and Restated Transfer and Servicing Agreement, dated as of September 23, 2016 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First National Bank of Omaha, a national banking association (the “Bank”), as servicer (the “Servicer”) and the Issuer. The Receivables transferred to the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to the Second Amended and Restated Receivables Purchase Agreement, dated as of September 23, 2016 (as amended, the “Receivables Purchase Agreement”), between the Transferor and the Bank. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to the Second Amended and Restated Administration Agreement, dated as of September 23, 2016 (as amended, the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”) will perform certain administrative tasks on behalf ), and the Issuer. The Bank, as “originator” for purposes of the TrustEU Retention Rules and UK Retention Rules (as each separately defined below), will also make certain representations, warranties and covenants to the Owner Trustee Issuer in connection with the EU Retention Rules and UK Retention Rules (with the Indenture Trustee imposed as a third party beneficiary solely for the purpose of obtaining the benefits of those representations, warranties and covenants), on them under an ongoing basis for so long as the Basic Documents tranche of Notes to which this Agreement applies is outstanding, pursuant to a Risk Retention Agreement, dated on or about the Closing Date (as defined belowamended, the “Risk Retention Agreement”), among the Bank, the Transferor and the Issuer. As used in this paragraph, “EU Retention Rules” refers, collectively, to Articles 5 and 6 of Regulation (EU) 2017/2402, together with any relevant regulatory technical standards adopted by the European Commission and any guidance published by the European Union supervisory authorities with respect thereto or to precedent legislation, “UK Retention Rules” refers, collectively, to Articles 5 and 6 of Regulation (EU) 2017/2402 as enacted into the laws of the United Kingdom pursuant to an Administration Agreement the European Union (Withdrawal) Axx 0000, together with any relevant regulatory technical standards adopted by the European Commission prior to 1 January 2021 or by the UK and any guidance published by the European Union supervisory authorities published prior to 1 January 2021 (where such guidance is to be interpreted in light of the United Kingdom's exit from the EU pursuant to relevant guidance issued by the Financial Conduct Authority (the “Administration AgreementFCA”)) or by the FCA with respect thereto or to precedent legislation, each as in effect and applicable on the Closing Date. The Receivables (and the related accounts) will be subject to review by FTI Consulting, Inc. (the “Asset Representations Reviewer”) dated as of [_____] among in certain circumstances for compliance with certain representations and warranties made about the TrustReceivables, in accordance with 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 agreementAsset Representations Review Agreement, dated as of October 1September 23, 1996, 2016 (as amended or supplemented from time to time (the “Titling Trust Agreement”), among TMCC (in such capacitytime, 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 Asset Representations Review Agreement”), among the parties to Issuer, the Titling Transferor, the Bank, in its capacity as RPA Seller and as Servicer, and the Asset Representations Reviewer. The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Titling Trustee will be directed by Administration Agreement, the UTI Beneficiary Risk Retention Agreement and the Asset Representations Review Agreement are referred to establish a special unit of beneficial interest to be known herein, collectively, as the “[____]-[_] SUBITransaction Documents.” The Titling Trustee will allocate a portfolio consisting of lease agreements (This Underwriting Agreement is referred to herein as this “Agreement.” To the “[____]-[_] Leases”) and extent not defined herein, capitalized terms used herein have 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 meanings assigned 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 TrustTransaction Documents.

Introductory. Toyota LeasingConn’s Receivables Funding 2017-B, Inc.LLC (the “Issuer”) proposes to sell $361,400,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class A, Series 2017-B (the “Class A Notes”), $132,180,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class B, Series 2017-B (the “Class B Notes”), and $78,640,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class C, Series 2017-B (the “Class C Notes” and, together with the Class A Notes and the Class B Notes, the “Purchased Notes”) to you as initial purchasers (the “Initial Purchasers”). The Purchased Notes, together with the Asset Backed Class R Notes, Series 2017-B (the “Class R Notes” and, collectively with the Purchased Notes, the “Notes”) will be issued pursuant to a California corporation Base Indenture, to be dated as of December 20, 2017 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of December 20, 2017 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and Xxxxx Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”). The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2017-B Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of December 20, 2017 (the “Trust Agreement”) between 91199526 Conn’s 2017-B: Note Purchase Agreement Conn Appliances Receivables Funding, LLC (the “Depositor”) and Wilmington Trust, National Association (the “Receivables Trust Trustee”). The assets of the Receivables Trust will consist primarily of certain retail installment sales contracts (the “Receivables”) made to finance customer purchases of Merchandise from Conn Appliances, Inc. (“Conn Appliances”), which were previously conveyed to Conn Credit I, LP (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes certain related rights. The Receivables Trust Certificate will be sold 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 Issuer pursuant to the terms hereofof a Purchase and Sale Agreement, 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 [_____] December 20, 2017 (the “IndenturePurchase and Sale Agreement”), between the Trust Depositor and [_____] the Issuer. The Class R Notes will be retained by the Depositor on the Closing Date. The Receivables will be sold (i) by the Seller to the Depositor pursuant to a First Receivables Purchase Agreement, to be dated as of December 20, 2017 (the “Indenture TrusteeFirst Receivables Purchase Agreement”). TMCC has caused , between the Seller and the Depositor, and (ii) by the Depositor to form the Receivables Trust pursuant to a trust agreementSecond Receivables Purchase Agreement, to be dated as amended and restated by the Amended and Restated Trust Agreement of December 20, 2017 (the “Trust Second Receivables Purchase Agreement”), between the Depositor and the Receivables Trust. The Receivables will be serviced for the Receivables Trust by Conn Appliances pursuant to the terms of a Servicing Agreement, to be dated as of [_____]December 20, [among]/[between] the Seller [and] [______], a [____], as owner trustee 2017 (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 Servicing Agreement”), among the parties to the Titling Trust AgreementIssuer, 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 (collectivelyReceivables Trust, the “SUBI Assets”). The SUBI Assets will be serviced by TMCC Trustee and Conn Appliances, as servicer (in such capacity, the “Servicer”). Systems & Services Technologies, Inc. (“SST”) will act as the back-up servicer of the Receivables pursuant to the terms of a [____]Back-[_] SUBI servicing supplement to the Titling Trust Up Servicing Agreement, to be dated as of the Closing Date December 20, 2017 (the “SUBI Servicing Supplement” and, together with the Titling Trust Agreement, the “Back-Up Servicing Agreement”), in each case among the Titling TrusteeReceivables Trust, the Servicer Servicer, the Issuer, the Trustee and SST, as back-up servicer (in such capacity, the Trust Agent“Back-Up Servicer”). In connection with the creation issuance of the [____]-[_] SUBINotes, the Titling Trust Conn’s Receivables 2015-A Trust, the Conn’s Receivables 2016-A Trust, the Conn’s Receivables 2016-B Trust, the Conn’s Receivables 2017-A Trust, the Receivables Trust, Conn Appliances, Conn Credit Corporation, Inc. and the Seller will issue also enter into a Fifth Amended and Restated Intercreditor Agreement, to the UTI Beneficiary a certificate be dated as of December 20, 2017 (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 Intercreditor Agreement”), between with Bank of America, N.A., as collateral agent, providing for the Seller release of certain of the Receivables from the lien of an existing financing arrangement and related matters. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Indenture. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that the “Closing Date” shall be December 20, 2017, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchasers and the UTI BeneficiaryDepositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the UTI Beneficiary will sell the SUBI Certificate to the SellerOffering Memorandum (each as defined below). Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date this Note Purchase Agreement (the this “Issuer SUBI Certificate Transfer Agreement”), between and subject to the Seller terms hereof, the Issuer agrees to sell the Purchased Notes to the Initial Purchasers. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act 91199526 Conn’s 2017-B: Note Purchase Agreement of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the Purchase and Sale Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and this Agreement are collectively referred to herein as the “Transaction Documents”. Prior to (i) with respect to the Class A Notes and Class B Notes, 3:47 p.m. New York City time on December 12, 2017 (i.e., the date and time the first Contract of Sale (as defined below) for the Class A Notes and Class B Notes was entered into, as designated by the Initial Purchasers) and (ii) with respect to the Class C Notes, 3:47 p.m. New York City time on December 12, 2017 (i.e, the date and time the first Contract of Sale (as defined below) for the Class C Notes (as applicable, the “Time of Sale”) the Issuer had prepared (i) the Preliminary Offering Memorandum, dated December 7, 2017 (the “Preliminary Offering Memorandum”), (ii) the CONN 2017-B ABS Investor Presentation, dated December 2017 (the “Deal Road Show”), (iii) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (iv) the data file entitled “CSFCONN_2017A_MKT.sss” (the “Data File”), and (v) the Microsoft Excel file entitled “CONN 2017-B_Static Pool Appendix A.xlsx” (the “Static Pool Appendix File” and, collectively with the Preliminary Offering Memorandum, the Deal Road Show, the CDI Data and the TrustData File, the Seller will sell the SUBI Certificate “Time of Sale Information”). Any reference in this Agreement to the TrustPreliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein as of the date of the Preliminary Offering Memorandum or Offering Memorandum, as applicable. If, subsequent to the Time of Sale and prior to the Closing Date, the Time of Sale Information, taken as a whole, included an untrue statement of a material fact or omitted 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, and the Initial Purchasers terminate their existing Contracts of Sale and enter into new Contracts of Sale with investors in the Purchased Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale, including in an amended Preliminary Offering Memorandum approved by the Issuer and the Initial Purchasers that corrects such material misstatements or omissions, and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. The Depositor will prepare and deliver to the Initial Purchasers, on or promptly after the date hereof, a final offering memorandum, dated the date hereof, including pricing-dependent information, for the offering of the Purchased Notes, in form and substance reasonably acceptable to the Initial Purchasers (the “Offering Memorandum”). Each of the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information and the Offering Memorandum in connection with the offering and resale of the Purchased Notes by the Initial Purchasers in accordance with the terms hereof. 91199526 Conn’s 2017-B: Note Purchase Agreement The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. understand that the Purchased Notes have not been and will not be registered under the Securities Act in reliance on certain exemptions from the registration requirements thereof. Each class of the Purchased Notes will be represented by one or more global notes in fully registered form without coupons.

Introductory. Toyota Leasing, Inc.First National Funding LLC (“FNF LLC” or the “Transferor”), a California corporation limited liability company formed under the laws of the State of Nebraska, proposes to cause First National Master Note Trust (the “SellerIssuer”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue and sell $[______] aggregate principal amount of Class A Floating Rate [___]% Asset Backed Notes, Class A-1 Series 2007-1 (the “Class A-1 A Notes”), $[______] aggregate principal amount of Class B Floating Rate [___]% Asset Backed Notes, Class A-2 Series 2007-1 (the “Class A-2 B Notes”), ) and $[______] aggregate principal amount of Class C Floating Rate [___]% Asset Backed Notes, Class A-3 Series 2007-1 (the “Class A-3 C 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 A Notes and the Class A-4 B 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 Underwriters (the “Underwriters”as defined hereinafter) a portion of each of the [describe the classes of underwritten notes] for whom you are acting as Representatives (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 Issuer is a Delaware statutory trust formed pursuant to the Indenture to be (a) a Trust Agreement, dated as of [_____] (the “Indenture”)October 16, 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 2002 (the “Trust Agreement”), dated as of [_____], [among]/[between] between the Seller [and] [______], a [____]Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) [and [______](b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to a [____]Master Indenture, dated as of October 24, 2002 (as amended, the “Master Indenture”), between the Issuer and The Bank of New York Trust Company, N.A. (successor to The Bank of New York) (“BNYTC”), as Delaware indenture trustee (the “Delaware Indenture Trustee”), as supplemented by the Series 2000-0 Xxxxxxxxx Supplement with respect to the Notes to be dated as of April [ ], 2007 (the “Indenture Supplement,” and together with the Master Indenture, the “Indenture”). TMCCThe primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the First Bankcard Master Credit Card Trust (the “Certificate Trust”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 24, 2002 (as amended and supplemented, the “Pooling and Servicing Agreement”), among FNF LLC, First National Bank of Omaha, a national banking association (the “Bank”), as servicer (the “Servicer”) and BNYTC (successor to The Bank of New York), as trustee (the “Certificate Trust Trustee”), and the Collateral Series Supplement, dated as of October 24, 2002, to the Pooling and Servicing Agreement (the “Collateral Supplement” and together with the Pooling and Servicing Agreement, the “Pooling and Servicing Agreement”). The assets of the Certificate Trust include, among other things, certain amounts due (the “Receivables”) on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by the Bank (the “Accounts”). The Receivables are transferred to the Certificate Trust pursuant to the Pooling and Servicing Agreement. The Receivables transferred to the Certificate Trust by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of October 24, 2002 (as amended, the “Receivables Purchase Agreement”), between the Transferor and the Bank. The Collateral Certificate was transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of October 24, 2002 (the “Transfer and Servicing Agreement”), among the Transferor, the Bank, as Servicer, and the Issuer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of Notes issued by the Issuer, pursuant to an Administration Agreement, dated as of October 24, 2002 (the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”) will perform certain administrative tasks on behalf of ), and the TrustIssuer. The Transfer and Servicing Agreement, the Owner Trustee Pooling and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement are referred to herein, collectively, as the “Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Transaction Documents. The Transferor has prepared and filed with the Securities and Exchange Commission (the “Administration AgreementCommission”) dated as in accordance with the provisions 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 Securities Act of October 1, 1996, as amended or supplemented from time to time 1933 (the “Titling Trust AgreementAct”), among TMCC a registration statement on Form S-3 (in such capacity, having the “UTI Beneficiary”registration number 333-140273), 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.including a

Introductory. Toyota LeasingHedsxxxx Xxxporation, a Delaware corporation ("Hedsxxxx"), and Hedsxxxx Xxxdings, Inc., a California Delaware corporation ("Holdings" and, together with Hedsxxxx, xxe "Issuers"), propose, subject to the “Seller”terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") $110,000,000 in aggregate principal amount of Hedsxxxx'x 00% Senior Subordinated Notes Due 2007 (the "Senior Subordinated Notes") and 44,612 Units (the "Units"), each Unit consisting of one of Holdings' 12% Senior Discount Notes Due 2009 (a "Discount Note") with a principal amount at maturity of $1,000 and 60.654 shares (collectively, the "Shares") of common stock, par value $.01 per share, of Holdings ("Holdings Voting Common Stock"). The Senior Subordinated Notes and the Discount Notes are collectively referred to herein as the "Offered Notes," and the Offered Notes, the Units and the Shares are collectively referred to herein as the "Offered Securities." The Senior Subordinated Notes will be unconditionally guaranteed on a senior basis (the "Holdings Guaranty") by Holdings and on a senior subordinated basis (the "Subsidiary Guaranties" and, together with the Holdings Guaranty, the "Guaranties") by each domestic subsidiary of Hedsxxxx (xxe "Subsidiary Guarantors," and, together with Holdings, the "Guarantors"). The Senior Subordinated Notes are to be issued under an indenture dated as of June 1, 1997 (the "Senior Subordinated Notes Indenture"), among Hedsxxxx, xxe Guarantors and IBJ Schrxxxx Xxxk & Trust Company, as trustee (the "Senior Subordinated Notes Trustee"). The Discount Notes are to be issued under an indenture dated as of June 1, 1997 (the "Discount Notes Indenture" and, together with the Senior Subordinated Notes Indenture, the "Indentures"), between Holdings and United States Trust Company of New York, as trustee (the "Discount Notes Trustee" and, together with the Senior Subordinated Notes Trustee, the "Trustees"). The United States Securities Act of 1933, as amended, is herein referred to as the "Securities Act." Holders of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Notes Registration Rights Agreement") dated the date hereof, among the Issuers and the Purchasers. Holders of Shares will be entitled to the benefits of a Common Stock Registration Rights Agreement (the "Common Stock Registration Rights Agreement" and, together with the Notes Registration Rights Agreement, the "Registration Rights Agreements") dated the date hereof among Holdings and the Initial Purchasers. This Agreement, the Indentures and the Registration Rights Agreements are referred to herein collectively as the "Operative Documents." The Offered Securities are being issued and sold in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") dated as of April 10, 1997, among Hedsxxxx, XX Xxxuisition Corp., a wholly owned subsidiary of Toyota Motor Credit CorporationHedsxxxx ("Xcquisition Co.") and ERO, a California corporation Inc. (“TMCC”"ERO"), proposes pursuant to issue $[______] aggregate principal amount of [___]% Asset Backed Noteswhich Hedsxxxx xxx agreed, Class A-1 subject to certain conditions, to acquire ERO (the “Class A-1 Notes”"Acquisition"), $[______] 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.

Introductory. Toyota LeasingWFN Credit Company, Inc., a California corporation LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “SellerIssuer”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue $[______] 375,000,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class A Fixed Rate Asset Backed Notes, Class A-1 Series 2013-A (the “Class A-1 A Notes”), $[______] 18,750,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Class A-2 Series 2013-A (the “Class A-2 M Notes”), $[______] 23,750,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class B Fixed Rate 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 Series 2013-A (the “Class B Notes” ”), $62,500,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Fixed Rate Asset Backed Notes, Series 2013-A (the “Class C Notes”), and together with $20,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Fixed Rate Asset Backed Notes, Series 2013-A (the “Class D Notes”) (collectively, the Class A-1 A Notes, the Class A-2 M Notes, the Class A-3 B Notes, the Class C Notes and the Class A-4 Notes, D Notes are 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 The Class A Notes are referred 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] (herein as the “Underwritten Notes”) in the respective amount listed on Schedule I hereto. The SellerClass M Notes, TMCC or one or more the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). Barclays Capital Inc. and RBC Capital Markets, LLC, each as a representative of its affiliates initially will retain [[describe the classes of retained notes] that are not Underwritten Notes and] the Certificates, which will not Underwriters (as defined below) may be sold hereunder. [__________],[__________] referred to herein individually as a “Representative” and [__________] will act collectively as representatives for the Underwriters, and in such capacities shall herein be the “Representatives”. .” The assets of the Trust will include, among other things, Issuer is 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 Delaware statutory trust formed 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 a) an Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of [_____]August 1, [among]/[between] 2001, between WFN LLC, as transferor (the Seller [and] [______]“Transferor”), a [____]and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”) [and [______], a [____]), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008 and the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) (the successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Delaware Indenture Trustee”)]. TMCC, and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”) will perform certain administrative tasks on behalf of the Trust), the Owner Trustee and the Issuer, BNYMTC, as resigning 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 ofTrustee, and to hold in trustBNYMTCNA, various leasesas successor Indenture Trustee, vehicles as further supplemented by the Agreement of Resignation, Appointment 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 agreementAcceptance, dated as of October 1June 26, 1996, as amended or supplemented from time to time 2012 (the “Titling Trust Successor Indenture Trustee Agreement”), by and among TMCC the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (in such capacityas heretofore amended and supplemented, the “UTI BeneficiaryMaster Indenture”), TMTTand as further supplemented by the Series 2013-A Indenture Supplement with respect to the Notes, Inc.to be dated as of February 20, as trustee 2013 (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 Indenture Supplement” and, together with the Titling Trust AgreementMaster Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), in each case among and as further supplemented by the Titling Trustee, the Servicer and the Trust Agent. In connection with the creation of the [____]-[_] SUBI, the Titling Trust will issue Collateral Series Supplement to the UTI Beneficiary a certificate (the “SUBI Certificate”) representing the entire beneficial interest in the [____]-[_] SUBI. Pursuant to a SUBI certificate transfer agreementAmended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the Closing Date “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “SUBI Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Seller Bank, as Administrator, and the UTI BeneficiaryIssuer. The TSA, the UTI Beneficiary will sell PSA, the SUBI Certificate Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to the Seller. Pursuant to a SUBI certificate transfer agreementherein, dated collectively, as of the Closing Date (the “Issuer SUBI Certificate Transfer Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement”).” To the extent not defined herein, between capitalized terms used herein have the Seller and meanings assigned in the Trust, the Seller will sell the SUBI Certificate to the TrustProgram Documents.

Introductory. Toyota Leasing, Inc.Daimler Trust Leasing LLC, a California corporation Delaware limited liability company (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCCDepositor”), proposes to cause Mercedes-Benz Auto Lease Trust 2021-A (the “Issuing Entity”) to issue $[______] aggregate 245,000,000 principal amount of [___]Class A-1 0.14694% Asset Backed Notes, Class A-1 Notes (the “Class A-1 Notes”), $[______] aggregate 490,000,000 principal amount of [___]Class A-2 0.18% Asset Backed Notes, Class A-2 Notes (the “Class A-2 A‑2 Notes”), $[______] aggregate 428,000,000 principal amount of [___]Class A-3 0.25% Asset Backed Notes, Class A-3 Notes (the “Class A-3 Notes”), ) and $[______] aggregate 110,860,000 principal amount of [___]Class A-4 0.32% Asset Backed Notes, Class A-4 Notes (the “Class A-4 Notes”) and $[______] aggregate principal amount of [___]% Asset Backed Notes” and, 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 A‑3 Notes, the “Notes”) and non-interest bearing certificates that represent to sell the residual interest Notes in the Trust (the “Certificates”) of the Toyota Auto Lease Trust 20[__]-[__] (the “Trust”). Pursuant respective amounts listed on Schedule I hereto 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] ), for whom you are acting as representatives (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 an Indenture (as amended and supplemented from time to be dated as of [_____] (time, the “Indenture”), dated as of January 1, 2021, between the Trust Issuing Entity and [_____] U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). TMCC has caused The assets of the Seller to form Issuing Entity will include, among other things, the Trust 2021-A Exchange Note (as defined below) backed by a pool of new Mercedes-Benz passenger car and sport utility vehicle leases and the related leased vehicles. Simultaneously with the issuance and sale of the Notes as contemplated herein, pursuant to a trust agreement, as amended and restated by the an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Trust Agreement”), dated as of [_____]January 1, [among]/[between] 2021, between the Seller [and] [______]Depositor and Wilmington Trust, a [____]National Association, as owner trustee (the “Owner Trustee”) [and [______], a [____], as Delaware trustee (the “Delaware Trustee”)]. TMCC, as administrator (in such capacity, the “AdministratorOwner Trustee”) ), the Issuing Entity will perform certain administrative tasks on behalf of issue asset backed certificates (the “Certificates”), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement titling trust (the “Administration AgreementTitling Trust”) 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 the Second Amended and Restated Trust Agreement (as amended and restated titling trust and servicing agreement, dated as of October 1, 1996, as amended or supplemented from time to time (time, the “Titling Trust Agreement”), dated as of April 1, 2008, among TMCC Mercedes-Benz Financial Services USA LLC (in such capacity, the f/k/a DCFS USA LLC) (“UTI BeneficiaryMBFS USA”), TMTTas titling trust administrator, Inc.Daimler Trust Holdings LLC, as initial beneficiary (the “Initial Beneficiary”) and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the “Titling Trustee”) and U.S. Bank Trust National Association (formerly First Bank National Association). On January 27, as trust agent 2021 (the “Trust Agent2021-A Closing Date”). Pursuant to a supplement of , the Titling Trust Trust, as borrower (the “Borrower”) shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the “Basic Collateral Agency Agreement”), dated as of March 1, 2009, among the Closing Date Borrower, MBFS USA, as lender (the “SUBI Supplement”, and together with the Titling Trust Agreementin such capacity, 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 “[____]-[_] LeasesLender”) 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 as servicer (in such capacity, the “Servicer”), U.S. Bank Trust National Association, as administrative agent (the “Administrative Agent”) pursuant and Daimler Title Co., as collateral agent (the “Collateral Agent”) and (ii) a 2021-A Exchange Note Supplement (as amended and supplemented from time to a [____]-[_] SUBI servicing supplement to time, the Titling Trust Agreement“Exchange Note Supplement”), dated as of January 1, 2021, among the Closing Date Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee, issue a 2021-A Exchange Note (the “SUBI Servicing Supplement” and, together with 2021-A Exchange Note”) to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 2021-A Exchange Note shall be paid from collections on the Titling Trust AgreementAssets allocated to the 2021-A Reference Pool as of the close of business on November 30, 2020 (the “2021-A Cutoff Date”). The Lender will sell the 2021-A Exchange Note to the Depositor pursuant to a First-Tier Sale Agreement (as amended and supplemented from time to time, the “First-Tier Sale Agreement”), dated as of January 1, 2021, between the Lender and the Depositor, and the Depositor will sell the 2021-A Exchange Note to the Issuing Entity pursuant to a Second-Tier Sale Agreement (as amended and supplemented from time to time, the “Second-Tier Sale Agreement”), dated as of January 1, 2021, between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2021-A Reference Pool pursuant to a 2021-A Servicing Supplement (as amended and supplemented from time to time, the “2021-A Servicing Supplement”), dated as of January 1, 2021, among the Servicer, the Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the “Basic Servicing Agreement”), in each case dated as of March 1, 2009, among the Titling TrusteeLender, the Servicer Servicer, the Borrower and the Trust Collateral Agent. In connection with The asset representations review will be performed by the creation of the [____]-[_] SUBI, the Titling Trust will issue to the UTI Beneficiary a certificate Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the “SUBI CertificateAsset Representations Review Agreement”) representing the entire beneficial interest in the [____]-[_] SUBI. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date January 1, 2021 among Xxxxxxx Fixed Income Services LLC, a Delaware limited liability company, as asset representations reviewer (the “SUBI Certificate Transfer AgreementAsset Representations Reviewer”), between the Seller Issuing Entity and MBFS USA, as Administrator and Servicer. Capitalized terms used and not otherwise defined herein shall have the UTI Beneficiary, the UTI Beneficiary will sell the SUBI Certificate meanings ascribed to them in Appendix 1 to the Seller. Pursuant to a SUBI certificate transfer agreementExchange Note Supplement or, dated as of the Closing Date (the “Issuer SUBI Certificate Transfer Agreement”)if not defined therein, between the Seller and the Trust, the Seller will sell the SUBI Certificate in Appendix A to the TrustBasic Collateral Agency Agreement.

Introductory. Toyota LeasingMidAmerican Energy Company, Inc., a California an Iowa corporation (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCCCompany”), proposes to issue $[______] aggregate principal amount of [___]% Asset Backed Notesproposes, 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 subject to the terms hereofand conditions stated herein, the Seller agrees to issue and sell to each of the several underwriters named in Schedule I A attached 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 AssetsUnderwriters”), for whom Barclays Capital Inc., X.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC, U.S. Bancorp Investments, Inc. and Xxxxx Fargo Securities, LLC are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 2.70% First Mortgage Bonds due 2052 (the “Offered Securities”). The Titling Trust was formed and is governed by an amended and restated titling trust and servicing agreementOffered Securities are to be issued under that certain indenture, dated as of October 1September 9, 1996, as amended or supplemented from time to time 2013 (the “Titling Trust AgreementBase Indenture”), among TMCC (in such capacitywith The New York Bank Mellon Trust Company, the “UTI Beneficiary”), TMTT, Inc.N.A., as trustee (the “Titling Trustee”), as amended by a first supplemental indenture dated September 19, 2013 (the “First Supplemental Indenture”), and supplemented by a tenth supplemental indenture to be dated as of July 22, 2021 (as supplemented and amended, the “Tenth Supplemental Indenture”) pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-257069) filed on June 14, 2021 (the “Registration Statement”). References herein to the “Indenture” refer to the Tenth Supplemental Indenture, together with the First Supplemental Indenture and the Base Indenture. The Offered Securities are to be secured pursuant to a Mortgage, Security Agreement, Fixture Filing and Financing Statement, dated as of September 9, 2013, as amended by Amendment No. 1 thereto, dated as of September 17, 2015 (the “Mortgage”), from the Company to The Bank of New York Mellon Trust Company, N.A., as collateral trustee (the “Collateral 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 an Intercreditor and Collateral Trust Agreement, dated as of the Closing Date September 9, 2013 (the “SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI Collateral Trust Agreement”), among the parties to the Titling Trust AgreementCompany, the Titling Trustee will be directed by and the UTI Beneficiary Collateral Trustee. The Indenture has been qualified under the United States Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) under the Trust Indenture Act. The United States Securities Act of 1933, as amended, is herein referred to establish a special unit of beneficial interest to be known as the “[____]-[_] SUBI.Securities Act,” The Titling Trustee will allocate a portfolio consisting and the rules and regulations of lease agreements (the Commission thereunder are herein referred to as the “[____]-[_] LeasesRules and Regulations.”) 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.

Introductory. Toyota Leasing, Inc.MMCA Auto Receivables Trust (the "Seller"), a California corporation Delaware business trust established pursuant to the Amended and Restated Trust Agreement dated as of October 1, 1999 (the “Seller”"Seller Trust Agreement") between Mitsubishi Motors Credit of America, Inc. ("MMCA") and a wholly owned subsidiary of Toyota Motor Credit CorporationChase Manhattan Bank Delaware, a California corporation as trustee (“TMCC”the "Seller Trustee"), proposes proposes, subject to the terms and conditions stated herein, to cause MMCA Auto Owner Trust 1999-2 (the "Trust") to issue and sell to you $[______] 326,000,000 aggregate principal amount of [___]6.30% Class A-1 Asset Backed Notes, Class A-1 Notes (the “"Class A-1 Notes”"), $[______] 210,000,000 aggregate principal amount of [___]6.80% Class A-2 Asset Backed Notes, Class A-2 Notes (the “"Class A-2 Notes”"), $[______] 142,000,000 aggregate principal amount of [___]7.00% Class A-3 Asset Backed Notes, Class A-3 Notes (the “"Class A-3 Notes”"), and $[______] 62,000,000 aggregate principal amount of [___]7.55% Class B Asset Backed Notes, Class A-4 Notes (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 A-3 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 [_____] October 1, 1999 (the “"Indenture”"), between the Trust and [_____] Bank of Tokyo-Mitsubishi Trust Company (the “"Indenture Trustee”"). TMCC has caused Concurrently with the Seller to form issuance and sale of the Notes as contemplated herein, the Trust will issue $60,000,000 aggregate principal amount of certificates of beneficial interest (the "Certificates"), each representing an interest in the Trust Property. The Seller will retain the Certificates. The Certificates will be issued 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 1999 (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 BeneficiaryWilmington Trust Company, the UTI Beneficiary as Owner Trustee. The Certificates will sell the SUBI Certificate be subordinated 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 TrustNotes.

Introductory. Toyota Leasing, Inc.American Honda Receivables LLC, a California corporation Delaware limited liability company (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCCCompany”), proposes proposes, subject to issue the terms and conditions stated herein, to cause the Honda Auto Receivables 2013-4 Owner Trust (the “Trust”) to sell $[______] 428,900,000 aggregate principal amount of [___]0.24000% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[______] 460,600,000 aggregate principal amount of [___]0.45% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[______] 460,600,000 aggregate principal amount of [___]0.69% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), ) and $[______] 149,900,000 aggregate principal amount of [___]1.04% 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 A-3 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 set forth on Schedule I hereto. The SellerA (each, TMCC or one or more of its affiliates initially will retain [[describe the classes of retained notes] that an “Underwriter”), for which RBS Securities Inc. and Citigroup Global Markets Inc. are not Underwritten Notes and] the Certificates, which will not be sold hereunder. [__________],[__________] and [__________] will act each acting as representatives for the Underwriters, and a representative (in such capacities shall herein be capacity, each a “Representative” and collectively, the “Representatives”. The assets ), pursuant to the terms of this underwriting agreement dated October 23, 2013 by and among the Trust will includeCompany, among other thingsAmerican Honda Finance Corporation (“AHFC”), a special unit RBS Securities Inc. and Citigroup Global Markets Inc., acting on behalf of beneficial interest issued by themselves and as Representatives for the Toyota Lease Trust several Underwriters (the this “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 DateAgreement”). The Notes will be issued pursuant to the Indenture to be Indenture, dated as of [_____] October 30, 2013 (the “Indenture”), between the Trust and [_____] U.S. Bank National Association (the “Indenture Trustee”). TMCC has caused Concurrently with the Seller to form issuance and sale of the Notes as contemplated herein, the Trust will issue $38,465,260.81 aggregate principal amount of certificates of beneficial interest (the “Certificates”), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to a trust agreement, as amended and restated by the Amended and Restated Trust Agreement Agreement, dated October 30, 2013 (the “Trust Agreement”), dated as of [_____]among the Company, [among]/[between] the Seller [and] [______]Citibank, a [____]National Association, as owner trustee (the “Owner Trustee”) [and [______], a [____], as Delaware trustee (the “Delaware Trustee”)]. TMCC, as administrator (in such capacity, the “AdministratorOwner Trustee”) will perform certain administrative tasks on behalf of the Trustand Citicorp Trust Delaware, 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, 1996National Association, as amended or supplemented from time to time (the “Titling Trust Agreement”), among TMCC Delaware trustee (in such capacity, the “UTI Beneficiary”), TMTT, Inc., as trustee (the “Titling Delaware 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 Certificates are subordinated 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 TrustNotes.

Introductory. Toyota LeasingWFB Funding, Inc., a California corporation LLC (“WFB LLC”) proposes to cause Cabela’s Credit Card Master Note Trust (the “SellerIssuer”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue $[______] Cabela’s Credit Card Master Note Trust Class A-1 Fixed Rate Asset-Backed Notes in the aggregate principal amount of [___]% Asset Backed Notes$570,000,000, Class A-1 Series 2016-I (the “Class A-1 Notes”), $[______] ) and Class A-2 Floating Rate Asset-Backed Notes in the aggregate principal amount of [___]% Asset Backed Notes$280,000,000, Class A-2 Series 2016-I (the “Class A-2 Notes”)” and, $[______] 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 A Notes”), $80,000,000 aggregate principal amount of Cabela’s Credit Card Master Note Trust Class B Fixed Rate Asset-Backed Notes, Series 2016-I (the “Class B Notes”), $42,500,000 aggregate principal amount of Cabela’s Credit Card Master Note Trust Class C Fixed Rate Asset-Backed Notes, Series 2016-I (the “Class C Notes”), and $27,500,000 aggregate principal amount of Cabela’s Credit Card Master Note Trust Class D Fixed Rate Asset-Backed Notes, Series 2016-I (the “Class D Notes”) (collectively, the Class A Notes, the Class A-3 B Notes, the Class C Notes and the Class A-4 Notes, D Notes are 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 The Class A Notes are referred 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] (herein as the “Underwritten Notes”) in the respective amount listed on Schedule I hereto. The SellerClass B Notes, TMCC or one or more of its affiliates initially will retain [[describe the classes of retained notes] that are not Underwritten Class C Notes and] and the Certificates, which will not be sold hereunder. [__________],[__________] and [__________] will act Class D Notes (referred to collectively herein as representatives for the Underwriters, and in such capacities shall herein be the “RepresentativesRetained Notes”) will be purchased by the Bank (as defined below) (referred to herein as the “Retained Notes Transaction”). The assets Xxxxx Fargo Securities, LLC, as the representative of the Underwriters (as defined below) may be referred to herein as the “Representative.” The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust will includeAgreement, among other thingsdated as of April 13, a special unit of beneficial interest issued by 2004 (as heretofore amended and supplemented, the Toyota Lease “Trust Agreement”), between WFB LLC, as transferor (the “Titling TrustTransferor”) 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 [_____] Xxxxx Fargo Delaware Trust Company, National Association, as successor owner trustee (the “Cutoff DateOwner Trustee”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on April 14, 2004. The Notes will be issued pursuant to the Indenture to be a Second Amended and Restated Master Indenture, dated as of [_____] June 14, 2016 (as heretofore amended, restated, modified and supplemented, the “Master Indenture”), each between the Trust Issuer and [_____] U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”). TMCC has caused the Seller to form the Trust pursuant to a trust agreement, and as amended and restated further supplemented by the Amended and Restated Trust Agreement Series 2016-I Indenture Supplement with respect to the Notes, to be dated as of June 29, 2016 (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 AgreementMaster Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Series 2004-1 Certificate”) representing a beneficial interest in the assets held in the Cabela’s Master Credit Card Trust (“CMCCT”), issued pursuant to the Third Amended and Restated Pooling and Servicing Agreement, dated as of June 14, 2016 (the “Pooling and Servicing Agreement”), in as supplemented by the Series 2004-1 Supplement to Amended and Restated Pooling and Servicing Agreement, dated as of April 14, 2004, as amended pursuant to the First Amendment to Series 2004-1 Supplement to Amended and Restated Pooling and Servicing Agreement, dated as of August 31, 2005, as further amended pursuant to the Second Amendment to Series 2004-1 Supplement to Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2006 and as further amended pursuant to the Third Amendment to Series 2004-1 Supplement to Third Amended and Restated Pooling and Servicing Agreement, dated as of June 14, 2016 (as heretofore amended, the “2004-1 Supplement” and, together with the Pooling and Servicing Agreement, the “PSA”), each case among the Titling Transferor, World’s Foremost Bank, a Nebraska state banking corporation (the “Bank”), as servicer (the “Servicer”), and U.S. Bank National Association, as trustee (the “CMCCT Trustee”). The assets of CMCCT include, among other things, certain amounts due (the “Receivables”) on a pool of credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to CMCCT pursuant to the Pooling and Servicing Agreement. The Receivables transferred to CMCCT by the Transferor are acquired by the Transferor from the Bank pursuant to the Amended and Restated Receivables Purchase Agreement, dated as of June 14, 2016 (as heretofore amended, the “Receivables Purchase Agreement”), between WFB LLC and the Bank. The Series 2004-1 Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Administration Agreement, dated as of April 14, 2004 (as heretofore amended, the “TAA”), among the Transferor, the Indenture Trustee, the Servicer, the Bank, as administrator (the “Administrator”) and the Issuer. The Receivables will be subject to review, in certain circumstances, by Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, dated as of June 14, 2016 (the “Asset Representations Review Agreement”), among the Bank, the Transferor, the Servicer and the Trust AgentAsset Representations Reviewer. In connection with the creation The Bank has agreed to provide notices and perform on behalf of the [____]-[_] SUBIIssuer certain other administrative obligations required by the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to the TAA. The TAA, the Titling PSA, the Receivables Purchase Agreement, the Indenture, the Asset Representations Review Agreement and the Trust will issue Agreement are referred to the UTI Beneficiary a certificate (herein, collectively, as the “SUBI Certificate”) representing Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the entire beneficial interest extent not defined herein, capitalized terms used herein have the meanings assigned 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 TrustProgram Documents.

Introductory. Toyota Leasing, Inc.Perpetual Trustees Victoria Limited (ABN 42 004 027 258), a California corporation limited liability public company under the Corporations Xxx 0000 of Australia, in its capacity as trustee of the Trust (the “Seller”"Issuer"), at the direction of Interstar Securitisation Management Pty Limited (ABN 56 100 346 898), in its capacity as manager (the "Trust Manager") and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”)the Trust, proposes to issue $sell to Barclays Capital Inc. and [______o] aggregate (the "Underwriters"), for whom you are acting as representative (the "Representative"), US$[500,000,000] principal amount of [___]% Asset Class A2 Mortgage Backed Notes, Class A-1 Floating Rate Notes due 2035 (the “"Class A-1 A2 Notes”), $") and US$[______28,000,000] aggregate principal amount of [___]% Asset Class B1 Mortgage Backed Notes, Class A-2 Floating Rate Notes due 2035 (the “"Class A-2 B1 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 A2 Notes, the "Offered Notes"). The Class A3 Notes, the Class A-2 Notes, the Class A-3 A4 Notes and the Class A-4 B2 Notes (together with the Offered Notes, the “"Notes”") also referred to, and non-interest bearing certificates that represent defined in, the residual interest in Prospectus (defined below) are not the Trust (subject of this Agreement. Each Note will be secured by the “Certificates”) assets 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 pool of beneficial interest issued by the Toyota Lease Trust housing loans (the “Titling Trust”"Loans") which entitles originated by Interstar Securities (Australia) Pty Limited (ABN 72 087 271 109) ("Interstar") in the holder thereof to lease payments generated name of Perpetual Trustees Victoria Limited, as trustee of a number of warehouse trusts, and secured by a portfolio mortgages over residential property located in Australia. The Offered Notes will be in book-entry form in minimum denominations of retail lease contracts owned by US$100,000 each. The Trust Manager has prepared and filed with the Titling Trust United States Securities and Exchange Commission (the "Commission") in accordance with the provisions of the United States Securities Act of 1933, as amended, and the proceeds from the sale rules and regulations of the motor vehicles Commission promulgated thereunder (or equivalent cash amounts substituted under collectively, the "Securities Act"), a vehicle like-kind exchange program) leased under those contractsregistration statement, including a prospectus, relating to the Offered Notes. The Offered Notes will be constituted by, issued subject to, and certain monies received thereunder after have the close of business on [_____] benefit of, a note trust deed (the “Cutoff Date”"Note Trust Deed") dated on or about [o], 2003 between the Issuer, the Trust Manager and The Bank of New York (the "Note Trustee"). The Notes , and will be issued pursuant to the Indenture to be dated as of [_____] Master Trust Deed (the “Indenture”), "Master Trust Deed") dated 2 December 1999 between Perpetual Trustees Victoria Limited and Interstar as it applies to the Issuer by reason of the Notice of Creation of Trust and [_____] (under which the “Indenture Trustee”). TMCC has caused Issuer becomes trustee of the Seller to form the Millennium Series 2003-3G Trust pursuant to a trust agreementthe terms of the Master Trust Deed (the "Notice of Creation of Trust") to be given by the Trust Manager and Interstar, the Series Notice (the "Series Notice") to be entered into by, among others, the Issuer, the Trust Manager and Interstar, 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 approved seller (in such capacity, the “Administrator”"Seller") 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 servicer (in such capacity, the “UTI Beneficiary”"Servicer"), TMTT, Inc.the Note Trustee and Perpetual Trustee Company Limited, as security 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 "Security Trustee"), and the Titling Trust Agreement, dated as of the Closing Date Agency Agreement (the “SUBI Servicing Supplement” and"Agency Agreement", and together with the Titling Master Trust AgreementDeed, the “Servicing Agreement”), in each case among the Titling Trustee, the Servicer and the Trust Agent. In connection with the creation Notice 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 Creation 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 Note Trust Deed and the SUBI Certificate Series Notice, the "Note Issuance Documents") to be entered into by the TrustIssuer, the Trust Manager, Interstar and the Note Trustee (including in its capacities as principal paying agent (in such capacity, the "Principal Paying Agent") and calculation agent (in such capacity, the "Calculation Agent")).

Introductory. Toyota Leasing, Inc.Chrysler Financial Services Americas LLC, a California corporation Michigan limited liability company (“CFSA” or the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCCDepositor”), proposes to cause Chrysler Financial Auto Securitization Trust 2010-A (the “Trust”) to issue and sell $[______] aggregate 720,000,000 principal amount of [___]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[______] aggregate principal amount of [___]its 0.69% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[______] aggregate 318,891,000 principal amount of [___]its 0.91% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $[______] aggregate 82,983,000 principal amount of [___]% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $[______] aggregate principal amount of [___]its 1.65% Asset Backed Notes, Class B (the “Class B Notes”), $80,882,000 principal amount of its 2.00% Asset Backed Notes, Class C (the “Class C Notes”), and $109,244,000 principal amount of its 3.52% Asset Backed Notes, Class D (the “Class D Notes” and and, together with the Class A-1 Notes, the Class A-2 Notes, The Class A-3 Notes, the Class A-3 B Notes, and the Class C Notes, the “Offered Notes”) to the several Underwriters identified on Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as Representative (the “Representative”). The Trust also will issue 688,000,000 principal amount of its 0.33579% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), and Asset Backed Notes, Class E (the “Class E Notes” and, together with the Offered Notes and the Class A-4 A-1 Notes, the “Notes”) and non-interest bearing certificates that represent the residual interest in the Trust (the “Certificates”) which Class E Notes will be purchased by an affiliate of the Toyota Auto Lease Trust 20[__]-[__] Depositor on the Closing Date (the “Trust”as defined below). 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 pool of beneficial interest issued by the Toyota Lease Trust motor vehicle retail installment sale contracts and direct retail loans (the “Titling TrustReceivables”) which entitles and the holder thereof related collateral. The Receivables will be sold to lease payments generated by a portfolio of retail lease contracts owned the Trust by the Titling Depositor. The Receivables will be serviced for the Trust and the proceeds from the sale of the motor vehicles by CFSA (or equivalent cash amounts substituted under a vehicle like-kind exchange program) leased under those contractsin such capacity, and certain monies received thereunder after the close of business on [_____] (the “Cutoff DateServicer”). The Notes will be issued pursuant to the an Indenture to be dated as of [_____] September 29, 2010 (as amended and supplemented from time to time, the “Indenture”), between the Trust and [_____] Xxxxx Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”). TMCC has caused Simultaneously with the Seller to form issuance and sale of the Trust Notes as contemplated herein, Chrysler Residual Holdco LLC, a Delaware limited liability company (the “Company”), will acquire the beneficial interest in the Trust, pursuant to a trust agreementthe Purchase Agreement to be dated as of September 29, 2010 (as amended and restated supplemented from time to time, the “Purchase Agreement”) between the Depositor and the Company. Such beneficial interest shall be in the form of certificates issued by the Trust. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Sale and Servicing Agreement to be dated as of September 29, 2010 (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, CFSA, as Seller and Servicer, and Xxxxx Fargo Bank, National Association, as backup servicer (the “Backup Servicer”) or, if not defined therein, in the Indenture or the Amended and Restated Trust Agreement to be dated as of September 29, 2010 (as amended and supplemented from time to time, the “Trust Agreement”), dated as of [_____], [among]/[between] between the Seller [and] [______], a [____]Depositor and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) [and [______]). At or prior to the time when sales to purchasers of the Offered Notes were first made by the Underwriters, a [____]which was approximately 2:08 p.m. on September 24, as Delaware trustee 2010 (the “Delaware TrusteeTime of Sale”)]. TMCC, as administrator the Depositor had prepared the following information (in such capacitycollectively, the “AdministratorTime of Sale Information”) will perform certain administrative tasks on behalf of ): the TrustPreliminary Prospectus Supplement dated September 20, 2010 to the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents Prospectus dated September 20, 2010, together with such Prospectus (as defined below) pursuant (together with the information referred to an Administration Agreement under the caption “Static Pool Data” therein regardless of whether it is deemed a part of the Registration Statement (as defined below) or Prospectus, the “Preliminary Prospectus”), considered together with the Free Writing Prospectus, dated September 20, 2010 (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 TrusteeRatings Free Writing Prospectus”) and U.S. Bank Trust National Association (formerly First Bank National Association), as trust agent (the “Trust Agent”). Pursuant amount and price to a supplement the public of the Titling Trust AgreementOffered Notes on the second page of the Final Term Sheet. If, dated as at or subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the “SUBI Supplement”statements therein, in the light of the circumstances under which they were made, not misleading, and together with as a result investors in the Titling Trust AgreementOffered Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, 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 amended (the “[____]-[_] LeasesSecurities Act”)) for any Offered Notes and the Underwriters enter into new Contracts of Sale with investors in the Offered Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Depositor and the Representative that corrects such material misstatements or omissions (a “Corrected Prospectus”) and the related specified vehicles (the “[____]-[_] Vehicles”) and certain other related assets Time of Sale” will refer to the [____]-[_] SUBI (collectively, the “SUBI Assets”). The SUBI Assets will be serviced by TMCC (in time and date on which such capacity, the “Servicer”) pursuant to a [____]-[_] SUBI servicing supplement to the Titling Trust Agreement, dated as new Contracts 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 TrustSale were entered into.

Introductory. Toyota LeasingAmerican Honda Receivables LLC, Inc., a California corporation Delaware limited liability company (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCCCompany”), proposes proposes, subject to issue the terms and conditions stated herein, to cause the Honda Auto Receivables 2011-3 Owner Trust (the “Trust”) to sell $[______] 418,000,000 aggregate principal amount of [___]0.39833% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[______] 492,000,000 aggregate principal amount of [___]0.67% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[______] 435,000,000 aggregate principal amount of [___]0.88% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), ) and $[______] 138,900,000 aggregate principal amount of [___]1.17% 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 A-3 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 set forth on Schedule I hereto. The SellerA (each, TMCC or one or more of its affiliates initially will retain [[describe the classes of retained notes] that an “Underwriter”), for which X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. are not Underwritten Notes and] the Certificates, which will not be sold hereunder. [__________],[__________] and [__________] will act each acting as representatives for the Underwriters, and a representative (in such capacities shall herein be capacity, each a “Representative” and collectively, the “Representatives”. The assets ), pursuant to the terms of this underwriting agreement dated October 13, 2011 by and among the Trust will includeCompany, among other thingsAmerican Honda Finance Corporation (“AHFC”), a special unit X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., acting on behalf of beneficial interest issued by themselves and as Representatives for the Toyota Lease Trust several Underwriters (the this “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 DateAgreement”). The Notes will be issued pursuant to the Indenture to be Indenture, dated as of [_____] October 21, 2011 (the “Indenture”), between the Trust and [_____] Union Bank, N.A. (the “Indenture Trustee”). TMCC has caused Concurrently with the Seller to form issuance and sale of the Notes as contemplated herein, the Trust will issue $38,049,072.90 aggregate principal amount of certificates of beneficial interest (the “Certificates”), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to a trust agreement, as amended and restated by the Amended and Restated Trust Agreement Agreement, dated October 21, 2011 (the “Trust Agreement”), dated as among the Company, The Bank of [_____], [among]/[between] the Seller [and] [______], a [____]New York Mellon, as owner trustee (the “Owner Trustee”) [and [______], a [____], as Delaware trustee (the “Delaware Trustee”)]. TMCC, as administrator (in such capacity, the “AdministratorOwner Trustee”) will perform certain administrative tasks on behalf and BNY Mellon Trust 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, 1996Delaware, as amended or supplemented from time to time (the “Titling Trust Agreement”), among TMCC Delaware trustee (in such capacity, the “UTI Beneficiary”), TMTT, Inc., as trustee (the “Titling Delaware 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 Certificates are subordinated 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 TrustNotes.

Introductory. Toyota Leasing, Inc., a California corporation Associates Credit Card Receivables Corp. ("ACCR" or the "Transferor") proposes to cause Associates Credit Card Master Note Trust (the “Seller”"Issuer") 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 aggregate principal amount of Associates Credit Card Master Note Trust Class A [Floating Rate] [___]% Asset Backed Notes, Series [______] (the "Class A Notes"), $[__________] will act as representatives for the Underwritersaggregate principal amount of Associates Credit Card Master Note Trust Class B [Floating Rate] [___]% Asset Backed Notes, 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 Series [______] (the “Cutoff Date”"Class B Notes"), and $[__________] aggregate principal amount of Associates Credit Card Master Note Trust Class C [Floating Rate] [___]% Asset Backed Notes, Series [______] (the "Class C Notes," and together with the Class A Notes and the Class B Notes, the "Notes"). The Issuer is a Delaware statutory business trust formed pursuant to (a) a Trust Agreement, dated as of April 1, 2000 (the "Trust Agreement"), between the Transferor and Wilmington Trust Company ("WTC"), as owner trustee (the "Owner Trustee") and (b) the filing of a certificate of trust with the Secretary of State of Delaware on April 5, 2000. The Notes will be issued pursuant to a Master Indenture, dated as of April 1, 2000 (the "Master Indenture"), between the Issuer and The Bank of New York, as indenture trustee (the "Indenture Trustee"), as supplemented by the Series [______] Indenture Supplement with respect to the Notes to be dated as of [_____] (the “Indenture”)____], between the Trust and [_____] (the “"Indenture Trustee”Supplement," and together with the Master Indenture, the "Indenture"). TMCC has caused The assets of the Seller Issuer will include, among other things, certain amounts due (the "Receivables") on a pool of VISA and MasterCard credit card accounts of Associates National Bank (Delaware) (the "Accounts"). The Receivables are transferred to form the Trust Issuer pursuant to a trust agreement, as amended Transfer and restated by the Amended and Restated Trust Agreement (the “Trust Servicing Agreement”), dated as of [_____]April 1, [among]/[between] 2000 (the Seller [and] [______]"Transfer and Servicing Agreement"), a [____]among the Transferor, Associates National Bank (Delaware) (the "Bank"), as owner trustee servicer (in such capacity, the "Servicer"), and the Issuer. The Receivables transferred to the Issuer by the Transferor are acquired by the Transferor from Associates Credit Card Services, Inc. ("ACCS") pursuant to a Receivables Purchase Agreement, dated as of April 1, 2000 (the “Owner Trustee”) ["ACCS Receivables Purchase Agreement"), between ACCS and [______]ACCR. The Receivables transferred to ACCR by ACCS are acquired by ACCS from the Bank pursuant to a Receivables Purchase Agreement, a [____]dated as of April 1, as Delaware trustee 2000 (the “Delaware Trustee”"Bank Receivables Purchase Agreement," and together with the ACCS Receivables Purchase Agreement, the "Receivables Purchase Agreements")], between the Bank and ACCS. TMCCThe Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of Notes issued by the Issuer, pursuant to an Administration Agreement, dated as of April 1, 2000 (the "Administration Agreement"), between the Bank, as administrator (in such capacity, the “"Administrator”) will perform certain administrative tasks on behalf of "), and the TrustIssuer. The Transfer and Servicing Agreement, the Owner Trustee Receivables Purchase Agreements, the Indenture, the Trust Agreement and the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement are referred to herein, collectively, as the "Transaction Documents." This Underwriting Agreement is referred to herein as this "Agreement." To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Transaction Documents. The Transferor and ACCS hereby agree, severally and not jointly, with the underwriters for the Class A Notes listed on Schedule A hereto (the “Administration Agreement”) dated as of [_____] among the Trust"Class A Underwriters"), the Indenture Trustee underwriters for the Class B Notes listed on Schedule A hereto (the "Class B Underwriters"), 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, underwriters for 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 Class C Notes listed on Schedule A hereto (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”, "Class C Underwriters," and together with the Titling Trust AgreementClass A Underwriters and the Class B Underwriters, 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 "Underwriters") 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.follows:

Introductory. Toyota Leasing, Inc.CNH Capital Receivables LLC, a California corporation Delaware limited liability company (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to cause CNH Equipment Trust 2015-A (the “Trust”) to issue and sell $[______] aggregate 158,000,000 principal amount of [___]0.25% Class A-1 Asset Backed Notes, Class A-1 Notes (the “Class A-1 Notes”), ; $[______] aggregate 268,000,000 principal amount of [___]0.84% Class A-2 Asset Backed Notes, Class A-2 Notes (the “Class A-2 Notes”), ; $[______] aggregate 244,000,000 principal amount of [___]1.30% Class A-3 Asset Backed Notes, Class A-3 Notes (the “Class A-3 Notes”), ; $[______] aggregate 112,000,000 principal amount of [___]1.85% Class A-4 Asset Backed Notes, Class A-4 Notes (the “Class A-4 Notes”) , and $[______] aggregate principal amount of [___]% Asset Backed Notescollectively, 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 “Class A Notes”); and $18,000,000 principal amount of 2.14% Class B Asset Backed Notes (the “Class B Notes” and, together with the Class A 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 (collectively, the “Underwriters”) a portion of each of the [describe the classes of underwritten notes] ), for whom you are acting as representatives (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 [_____] February 1, 2015 (as amended and supplemented from time to time, the “Indenture”), between the Trust and [_____] Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”). TMCC has caused the Seller to form The assets of the Trust pursuant to include, among other things, a trust agreement, as amended pool of fixed rate retail installment sale contracts and restated by the Amended and Restated Trust Agreement retail installment loans (the “Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust Agreementby the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). Simultaneously with the issuance and sale of the Notes as contemplated in this Agreement, dated as of [_____], [among]/[between] the Trust will issue to the Seller [and] [______], a [____], as owner trustee certificates representing fractional undivided equity interests in the Trust (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 AssetsCertificates”). The Titling Trust was formed Notes and is governed by an amended the Certificates are sometimes referred to herein as the “Securities.” Capitalized terms used and restated titling trust not otherwise defined herein shall have the meanings ascribed to them in the Sale and servicing agreement, Servicing Agreement to be dated as of October February 1, 1996, 2015 (as amended or and supplemented from time to time (the “Titling Trust Agreement”), among TMCC (in such capacitytime, the “UTI Beneficiary”), TMTT, Inc., as trustee (the “Titling Trustee”) Sale 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 Servicing Agreement”), among the parties to the Titling Trust AgreementTrust, the Titling Trustee will be directed by Seller and New Holland, as servicer, or, if not defined therein, in the UTI Beneficiary Indenture or the Trust Agreement dated as of January 1, 2015 (as amended and supplemented from time 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 (collectivelytime, 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 Wilmington Trust Company, as trustee (the UTI Beneficiary“Trustee”). At or prior to the time when sales to purchasers of the Notes were first made to investors by the several Underwriters, which was approximately 2:33 p.m. (New York time) on February 25, 2015 (the “Time of Sale”), the UTI Beneficiary will sell Seller had prepared the SUBI Certificate following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated February 19, 2015 (the “Preliminary Prospectus Supplement”) to the Sellerbase prospectus dated February 19, 2015 (the “Base Prospectus”) (together, along with information referred to under the caption “Annex A—Static Pool Data” therein, the “Preliminary Prospectus”) and the free writing prospectus dated February 19, 2015 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on February 19, 2015. Pursuant If, subsequent to a SUBI certificate transfer agreement, dated as the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted 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, and as a result investors in the Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Issuer SUBI Certificate Transfer AgreementAct”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, between then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Trust, the Seller Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will sell the SUBI Certificate refer to the Trusttime and date on which such new Contracts of Sale were entered into.

Introductory. Toyota Leasing, Inc.DaimlerChrysler Services North America LLC, a California corporation Michigan limited liability company ("DCS" or 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 cause DaimlerChrysler Auto Trust 200_-_ (the “Class A-1 Notes”), "Trust") to issue and sell $[______] 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. [__________],[_____ principal amount of its __________] and [__________] will act % Asset Backed Certificates (the "Certificates") to the several Underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives for representative (the Underwriters, and in such capacities shall herein be the “Representatives”"Representative"). The assets of the Trust will include, among other things, a special unit pool of beneficial interest issued by the Toyota Lease Trust motor vehicle retail installment sale contracts (the “Titling Trust”"Standard Receivables") 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 right to receive Amortizing Payments with respect to Fixed Value Receivables (the sale Standard Receivables and the Amortizing Payments with respect to the Fixed Value Receivables are referred to herein collectively as the "Receivables") and the related collateral. The Receivables will be serviced for the Trust by DCS (in such capacity, the "Servicer"). The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as 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 [_____] _______, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), among the Seller, as Depositor, DaimlerChrysler Retail Receivables LLC, a Michigan limited liability company (the “Cutoff Date”"Company"), and [ ], as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_______________ principal amount of its _____% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $_______________ principal amount of its Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $_______________ principal amount of its _____% Asset Backed Notes, Class A-3 (the "Class A-3 Notes"), and $_______________ principal amount of its _____% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes (the "Offered Notes") will be issued sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement") between the Seller and the underwriters named in Schedule I thereto. The Offered Notes and Certificates are sometimes referred to collectively herein as the "Offered Securities". The Seller acknowledges that it will have furnished to the Underwriters, for distribution to potential investors in the Certificates prior to the date on which the Prospectus (as defined in Section 2(a) below) is made available to such potential investors, a term sheet in the form of Exhibit A hereto (the "Collateral Materials"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Sale and Servicing Agreement to be dated as of ____________, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and DCS, as Seller and Servicer, or, if not defined therein, in the Trust Agreement or in the Indenture to be dated as of [_____] _______, 200_ (as amended and supplemented from time to time, 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 indenture trustee (the “Titling "Indenture 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.

Introductory. Toyota Leasing, Inc.DaimlerChrysler Services North America LLC, a California corporation Michigan limited liability company ("DCS" or the “"Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”"), proposes to cause DaimlerChrysler Auto Trust [200_-_] (the "Trust") to issue and sell $[_______________] principal amount of its [_____]% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $[_______________] principal amount of its [_____]% Asset Backed Notes, Class A-3 (the "Class A-3 Notes"), and $[_______________] principal amount of its [_____]% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and, together with the Class A-2 Notes and the Class A-3 Notes, the "Offered Notes"), to the several Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative"). The Trust also will issue $[_______________] aggregate principal amount of its [_____]% Asset Backed Notes, Class A-1 (the “"Class A-1 Notes”)" and, $[______] 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 Offered Notes, the "Notes"), which Class A-2 Notes, the Class A-3 A-1 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, will be purchased by the Seller agrees to sell to each of on the several underwriters named in Schedule I hereto Closing Date (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”defined below). The assets of the Trust will include, among other things, a special unit pool of beneficial interest issued motor vehicle retail installment sale contracts (the "Standard Receivables") and the right to receive Amortizing Payments with respect to Fixed Value Receivables (the Standard Receivables and the Amortizing Payments with respect to the Fixed Value Receivables are referred to herein collectively as the "Receivables") and the related collateral. The Standard Receivables and the Fixed Value Receivables will be sold to the Trust by the Toyota Lease Seller. The Receivables will be serviced for the Trust by DCS (in such capacity, 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”"Servicer"). The Notes will be issued pursuant to the an Indenture to be dated as of [__________, 200__] (as amended and supplemented from time to time, the “"Indenture”"), between the Trust and [Indenture Trustee], as indenture trustee "Indenture Trustee". Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue the sum of $[_______________] and $[_______________] of its Asset Backed Certificates (the “Indenture Trustee”"Certificates"). TMCC has caused , each representing a fractional undivided ownership interest in the Seller to form the Trust Trust, pursuant to a trust agreement, as amended and restated by the Amended and Restated Trust Agreement (the “Trust Agreement”), to be dated as of [_____], [among]/[between] the Seller [and] [_____, 200_]_] (as amended and supplemented from time to time, the "Trust Agreement"), among the Seller, DaimlerChrysler Retail Receivables LLC, a [____]Michigan limited liability company (the "Company"), and Chase Manhattan Bank USA, National Association, as owner trustee (the “"Owner Trustee”) [and [______]"). The Seller acknowledges that it will have furnished to the Underwriters, a [____], as Delaware trustee (for distribution to potential investors in the “Delaware Trustee”)]. TMCC, as administrator (in such capacity, Offered Notes prior to the “Administrator”) will perform certain administrative tasks date on behalf of which the Trust, the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents Prospectus (as defined in Section 2(a) below) pursuant is made available to an Administration Agreement such potential investors, a term sheet in the form of Exhibit A hereto (the “Administration Agreement”) "Collateral Materials"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Sale and Servicing Agreement to be dated as of [__________, 200__] 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 as 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 capacitytime, the “UTI Beneficiary”), TMTT, Inc., as trustee (the “Titling Trustee”) "Sale 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 Trust and DCS, as Seller and Servicer, or, if not defined therein, in the UTI BeneficiaryIndenture or in the Trust Agreement. Simultaneously with the issuance and sale of the Notes as contemplated herein, the UTI Beneficiary Trust will sell issue the SUBI Certificate Certificates referred to in the Trust Agreement (the "Certificates") 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 TrustCompany.

Introductory. Toyota Leasing, Inc.American Honda Receivables LLC, a California corporation Delaware limited liability company (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCCCompany”), proposes proposes, subject to issue the terms and conditions stated herein, to cause the Honda Auto Receivables 2016-2 Owner Trust (the “Trust”) to sell $[______] 436,900,000 aggregate principal amount of [___]0.62000% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[______] 420,000,000 aggregate principal amount of [___]1.13% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[______] 500,000,000 aggregate principal amount of [___]1.39% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), ) and $[______] 143,100,000 aggregate principal amount of [___]1.62% 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 A-3 Notes, the “Notes”) to the several underwriters set forth on Schedule A (each, an “Underwriter”), for which Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, Barclays Capital Inc. and non-interest bearing certificates that represent Mitsubishi UFJ Securities (USA), Inc. are each acting as a representative (in such capacity, each a “Representative” and collectively, the residual interest in “Representatives”), pursuant to the terms of this underwriting agreement dated May 24, 2016 by and among the Company, American Honda Finance Corporation (“AHFC”) and the Representatives (this “Agreement”). The Notes will be issued pursuant to the Indenture, dated May 31, 2016 (the “Indenture”), between the Trust and Citibank, N.A. (the “Indenture Trustee”). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $38,461,538.88 aggregate principal amount of certificates of beneficial interest (the “Certificates”) of ), each representing an interest in the Toyota Auto Lease Owner Trust 20[__]-[__] Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, dated May 31, 2016 (the “TrustTrust Agreement”), among the Company, The Bank of New York Mellon, as owner trustee (in such capacity, the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee (in such capacity, the “Delaware Trustee”). Pursuant The Certificates are subordinated 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 pool of beneficial interest issued retail installment sale contracts secured by the Toyota Lease Trust new and used Honda and Acura motor vehicles (including automobiles and light-duty trucks) (the “Titling TrustReceivables”) 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 due thereunder on or after the close of business on [_____] May 1, 2016 (the “Cutoff Date”). The Notes will , such Receivables to be issued pursuant sold to the Indenture Trust by the Company and to be dated as of [_____] (the “Indenture”), between serviced for the Trust and [_____] by AHFC (the “Indenture Trustee”). TMCC has caused the Seller to form the Trust pursuant to a trust agreementor, in its capacity 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 capacityservicer, 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 AssetsServicer”). The Titling Trust was formed will provide for the review of the Receivables for compliance with representations and is governed by warranties made about them in certain circumstances under an amended and restated titling trust and servicing asset representations review agreement, dated as of October 1May 31, 1996, as amended or supplemented from time to time 2016 (the “Titling Trust Asset Representations Review Agreement”)) among the Trust, among TMCC (in such capacity, the “UTI Beneficiary”), TMTT, Inc.AHFC and Cxxxxxx Fixed Income Services LLC, as trustee asset representations reviewer (the “Titling Trustee”) and U.S. Bank Trust National Association (formerly First Bank National Association), as trust agent (the “Trust AgentAsset Representations Reviewer”). 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.

Introductory. Toyota LeasingWFN Credit Company, Inc., a California corporation LLC ("WFN LLC") proposes to cause World Financial Network Credit Card Master Note Trust (the “Seller”"Issuer") and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue $[______] 300,000,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class A Fixed Rate Asset Backed Notes, Class A-1 Series 2014-B (the “"Class A-1 A Notes”"), $[______] 16,776,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class M Asset Backed Notes, Class A-2 Series 2014-B (the “"Class A-2 M Notes”"), $[______] 16,776,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class B Asset Backed Notes, Class A-3 Series 2014-B (the “"Class A-3 B Notes”"), $[______] 43,395,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Class A-4 Series 2014-B (the “"Class A-4 C Notes”) "), and $[______] 15,790,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Class Series 2014-B (the “"Class B D Notes” and together with ") (collectively, the Class A-1 A Notes, the Class A-2 M Notes, the Class A-3 B Notes, the Class C Notes and the Class A-4 D Notes are the "Notes"). The Class A Notes are referred to herein as the "Underwritten Notes". The Class M Notes, the “Class B Notes”, the Class C Notes and the Class D Notes (referred to collectively herein as the "Retained Notes") will be retained by WFN LLC (referred to herein as the "Retained Notes Transaction"). RBC Capital Markets, LLC and non-interest bearing certificates that represent Deutsche Bank Securities Inc., each as a representative of the residual interest in Underwriters (as defined below) may be referred to herein individually as a "Representative" and collectively as the "Representatives." The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Certificates”) of the Toyota Auto Lease "Transferor"), and U.S. Bank Trust 20[__]-[__] National Association ("U.S. Bank"), as successor to Chase Bank USA, National Association ("Chase"), as owner trustee (the “Trust”"Owner Trustee"). Pursuant to , as supplemented by the terms hereofInstrument of Resignation, Appointment and Acceptance (the "Instrument of Resignation"), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, 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"Trust Agreement"), and in such capacities shall herein be (b) the “Representatives”. The assets filing of a certificate of trust with the Trust will includeSecretary of State of Delaware on July 27, among other things2001, a special unit of beneficial interest issued as amended by the Toyota Lease Certificate of Amendment to Certificate of Trust (of World Financial Network Credit Card Master Note Trust, filed with the “Titling Trust”) which entitles the holder thereof to lease payments generated by a portfolio Secretary of retail lease contracts owned by the Titling Trust and the proceeds from the sale State of the motor vehicles (or equivalent cash amounts substituted under a vehicle like-kind exchange program) leased under those contractsDelaware on September 29, and certain monies received thereunder after the close of business on [_____] (the “Cutoff Date”)2006. The Notes will be issued pursuant to the Indenture to be dated as of [_____] (the “a Master 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 [_____]August 1, [among]/[between] the Seller [and] [______], a [____]2001, as owner amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010 and the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, each between the Issuer and MUFG Union Bank, National Association (formerly known as Union Bank, National Association) ("Union Bank"), as successor to The Bank of New York Mellon Trust Company, N.A. ("BNYMTCNA") (the successor in interest to the corporate trust administration of BNY Midwest Trust Company ("BNYMTC") (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Owner "Indenture Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) [and [______], a [____], as Delaware trustee (the “Delaware Trustee”"Bank")]. TMCC, as administrator (in such capacity, the “"Administrator”) will perform certain administrative tasks on behalf of the Trust"), the Owner Trustee Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement (the “Administration Agreement”) of Resignation, Appointment and Acceptance, dated as of [_____] June 26, 2012 (the "Successor Indenture Trustee Agreement"), by and among the TrustAdministrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the Administrator. The Titling Trust was created to take assignments and conveyances of"Master Indenture"), and as further supplemented by the Series 2014-B Indenture Supplement with respect to hold in trustthe Notes, various leasesto be dated as of July 18, vehicles and certain related assets 2014 (collectivelythe "Indenture Supplement" and, together with the Master Indenture, the “Trust Assets”"Indenture"). The Titling primary asset of the Issuer is a certificate (the "Collateral Certificate") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust was formed ("WFNMT"), issued pursuant to the Second Amended and is governed by an Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated titling trust as of September 17, 1999, as amended and servicing agreementrestated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 126, 19962007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as amended or supplemented from time to time servicer (the “Titling Trust Agreement”"Servicer"), among TMCC and Union Bank, as successor to BNYMTCNA (the successor in such capacity, interest to the “UTI Beneficiary”corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank), TMTT, Inc.), as trustee (the “Titling "WFNMT Trustee”) and U.S. Bank Trust National Association (formerly First Bank National Association"), and as trust agent supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Trust Agent”"Successor Trustee Agreement"). Pursuant , by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the "Amended and Restated Pooling and Servicing Agreement"), and as further supplemented by the Collateral Series Supplement to a supplement of the Titling Trust Amended and Restated Pooling and Servicing Agreement, dated as of the Closing Date (the “SUBI Supplement”August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the "Collateral Supplement" and, together with the Titling Trust Amended and Restated Pooling and Servicing 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”"PSA"). The SUBI Assets will be serviced assets of WFNMT include, among other things, certain amounts due (the "Receivables") on a pool of private-label credit card accounts of the Bank (the "Accounts"). The Receivables are transferred by TMCC (in such capacity, the “Servicer”) Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a [____]-[_] SUBI servicing supplement to the Titling Trust Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the Closing Date First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “SUBI "Receivables Purchase Agreement"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Supplement” andAgreement, together with dated as of August 1, 2001, as amended by the Titling First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the "TSA"), among the Transferor, the Servicer, and the Issuer. References to the "Omnibus Amendment" herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the “Servicing Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration 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 August 1, 2001, as amended by the Closing Date First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “SUBI Certificate Transfer "Administration Agreement”"), between the Seller Bank, as Administrator, and the UTI BeneficiaryIssuer. The TSA, the UTI Beneficiary will sell PSA, the SUBI Certificate to Receivables Purchase Agreement, the Seller. Pursuant to a SUBI certificate transfer agreementIndenture, dated as of the Closing Date (the “Issuer SUBI Certificate Transfer Agreement”), between the Seller Trust Agreement and the TrustAdministration Agreement are referred to herein, collectively, as the Seller will sell "Program Documents." This Underwriting Agreement is referred to herein as this "Agreement." To the SUBI Certificate to extent not defined herein, capitalized terms used herein have the Trustmeanings assigned in the Program Documents.

Introductory. Toyota LeasingWFN Credit Company, Inc., a California corporation LLC ("WFN LLC") proposes to cause World Financial Network Credit Card Master Note Trust (the “Seller”"ISSUER") and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue $[______] 702,000,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Class A-1 Series 2001-A (the “Class A-1 Notes”"CLASS A NOTES"), $[______] 76,500,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class B Floating Rate Asset Backed Notes, Class A-2 Series 2001-A (the “Class A-2 Notes”"CLASS B NOTES"), and $[______] 121,500,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Class A-3 Series 2001-A (the “Class A-3 Notes”)"CLASS C NOTES" and, $[______] 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 A Notes and the Class A-4 B Notes, the “Notes”"NOTES"). The Class A Notes and the Class B Notes are referred to herein, collectively, as the "OFFERED NOTES." The Issuer will be a Delaware statutory business trust formed pursuant to (a) and non-interest bearing certificates that represent the residual interest in the a Trust Agreement, to be dated as of August 1, 2001 (the “Certificates”) of the Toyota Auto Lease Trust 20[__]-[__] "TRUST AGREEMENT"), between WFN LLC, as transferor (the “Trust”"TRANSFEROR"). Pursuant to the terms hereof, the Seller agrees to sell to each of the several underwriters named in Schedule I hereto and Chase Manhattan Bank USA, National Association ("CHASE"), as owner trustee (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"OWNER TRUSTEE"), and in such capacities shall herein be (b) the “Representatives”. The assets filing of a certificate of trust with the Trust will includeSecretary of State of Delaware on July 27, 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”)2001. The Notes will be issued pursuant to the Indenture a Master Indenture, to be dated as of [_____] August 1, 2001 (the “Indenture”"MASTER INDENTURE"), between the Issuer and BNY Midwest Trust and [_____] Company, as indenture trustee (the “"INDENTURE TRUSTEE"), as supplemented by the Series 2001-A Indenture Trustee”Supplement with respect to the Notes, to be dated as of August 21, 2001 (the "INDENTURE SUPPLEMENT" and, together with the Master Indenture, the "INDENTURE"). TMCC has caused Initially, the Seller primary asset of the Issuer will be a certificate (the "COLLATERAL CERTIFICATE") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust ("WFNMT"), to form the Trust be issued pursuant to a trust agreementthe Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, amended and restated by as of September 17, 1999 and amended and restated a second time as of August 1, 2001 (as heretofore amended, the "AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT"), among the Transferor, World Financial Network National Bank (the "BANK"), as servicer (the "SERVICER"), and BNY Midwest Trust Company (successor-in-interest to the corporate trust administration of Xxxxxx Trust and Savings Bank), as trustee (the "WFNMT TRUSTEE"), and the Collateral Series Supplement to the Amended and Restated Trust Agreement (the “Trust Pooling and Servicing Agreement”), to be dated as of [_____]August 21, [among]/[between] the Seller [and] [______], a [____], as owner trustee 2001 (the “Owner Trustee”) ["COLLATERAL SUPPLEMENT" and, together with the Amended and [______]Restated Pooling and Servicing Agreement, a [____]the "PSA"). The assets of WFNMT include, as Delaware trustee among other things, certain amounts due (the “Delaware Trustee”"RECEIVABLES") on a pool of private label credit card accounts of the Bank (the "ACCOUNTS")]. TMCCThe Receivables are transferred to WFNMT pursuant to the Amended and Restated Pooling Servicing Agreement. The Receivables transferred to WFNMT by the Transferor will be acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, to be dated as of August 1, 2001 (as amended, the "RECEIVABLES PURCHASE AGREEMENT"), between WFN LLC and the Bank. The Collateral Certificate will be transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, to be dated as of August 1, 2001 (the "TSA"), among the Transferor, the Servicer, and the Issuer. The Bank will agree to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, to be dated as of August 1, 2001 (the "ADMINISTRATION AGREEMENT"), between the Bank, as administrator (in such capacity, the “Administrator”) will perform certain administrative tasks on behalf of "ADMINISTRATOR"), and the TrustIssuer. The TSA, the Owner Trustee PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Indenture Trustee imposed on them under Administration Agreement are referred to herein, collectively, as the Basic Documents ("PROGRAM DOCUMENTS." This Underwriting Agreement is referred to herein as this "AGREEMENT." To the extent not defined below) herein, capitalized terms used herein have the meanings assigned in the Transaction Documents. The Class C Notes will be sold pursuant to an Administration Agreement (the “Administration a Class C Note Purchase Agreement”) , to be dated as of [_____] among the TrustAugust 21, 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 2001 (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” "CLASS C NOTE PURCHASE AGREEMENT" and, together with the Titling Trust AgreementProgram Documents, the “Servicing Agreement”"TRANSACTION DOCUMENTS"), in each case among the Titling TrusteeIssuer, the Servicer Bank, WFN LLC and the Trust Agentinitial purchaser of the Class C Notes named therein. In connection The Transferor and the Bank hereby agree, severally and not jointly, with the creation of underwriters for the [____]-[_] SUBIClass A Notes listed on SCHEDULE A hereto (the "CLASS A UNDERWRITERS") and the underwriters for the Class B Notes listed on SCHEDULE A hereto (the "CLASS B UNDERWRITERS" and, together with the Class A Underwriters, the Titling Trust will issue to the UTI Beneficiary a certificate (the “SUBI Certificate”"UNDERWRITERS") 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.follows:

Introductory. Toyota Leasing, Inc.Daimler Trust Leasing LLC, a California corporation Delaware limited liability company (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCCDepositor”), proposes to cause Mercedes-Benz Auto Lease Trust 2013-B (the “Issuing Entity”) to issue $[______] aggregate 272,000,000 principal amount of [___]Class A-1 0.26000% Asset Backed Notes, Class A-1 Notes (the “Class A-1 Notes”), $[______] aggregate 400,000,000 principal amount of [___]Class A-2 0.53% Asset Backed Notes, Class A-2 Notes (the “Class A-2 Notes”), $[______] aggregate 535,000,000 principal amount of [___]Class A-3 0.62% Asset Backed Notes, Class A-3 Notes (the “Class A-3 Notes”), ) and $[______] aggregate 100,805,000 principal amount of [___]Class A-4 0.76% Asset Backed Notes, Class A-4 Notes (the “Class A-4 Notes”) and $[______] aggregate principal amount of [___]% Asset Backed Notes” and, 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 A-3 Notes, the “Notes”) and non-interest bearing certificates that represent to sell the residual interest Notes in the Trust (the “Certificates”) of the Toyota Auto Lease Trust 20[__]-[__] (the “Trust”). Pursuant respective amounts listed on Schedule I hereto 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] ), for whom you are acting as representatives (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 an Indenture (as amended and supplemented from time to be dated as of [_____] (time, the “Indenture”), dated as of November 1, 2013, between the Trust Issuing Entity and [_____] U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). TMCC has caused The assets of the Seller to form Issuing Entity will include, among other things, the Trust 2013-B Exchange Note (as defined below) backed by a pool of new Mercedes-Benz passenger car, sport utility vehicle and crossover automobile leases and the related leased vehicles. Simultaneously with the issuance and sale of the Notes as contemplated herein, pursuant to a trust agreement, as amended and restated by the an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Trust Agreement”), dated as of [_____]November 1, [among]/[between] 2013, between the Seller [and] [______]Depositor and Wilmington Trust, a [____]National Association, as owner trustee (the “Owner Trustee”) [and [______], a [____], as Delaware trustee (the “Delaware Trustee”)]. TMCC, as administrator (in such capacity, the “AdministratorOwner Trustee”) ), the Issuing Entity will perform certain administrative tasks on behalf of issue asset backed certificates (the “Certificates”), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement titling trust (the “Administration AgreementTitling Trust”) 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 the Second Amended and Restated Trust Agreement (as amended and restated titling trust and servicing agreement, dated as of October 1, 1996, as amended or supplemented from time to time (time, the “Titling Trust Agreement”), dated as of April 1, 2008, among TMCC Mercedes-Benz Financial Services USA LLC (in such capacity, the f/k/a DCFS USA LLC) (“UTI BeneficiaryMBFS USA”), TMTTas titling trust administrator, Inc.Daimler Trust Holdings LLC, as initial beneficiary (the “Initial Beneficiary”) and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the “Titling Trustee”) and U.S. Bank Trust National Association (formerly First Bank National Association). On November 26, as trust agent 2013 (the “Trust Agent2013-B Closing Date”). Pursuant to a supplement of , the Titling Trust Trust, as borrower (the “Borrower”) shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the “Basic Collateral Agency Agreement”), dated as of March 1, 2009, among the Closing Date Borrower, MBFS USA, as lender (the “SUBI Supplement”, and together with the Titling Trust Agreementin such capacity, 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 “[____]-[_] LeasesLender”) 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 as servicer (in such capacity, the “Servicer”), U.S. Bank Trust National Association, as administrative agent (the “Administrative Agent”) pursuant and Daimler Title Co., as collateral agent (the “Collateral Agent”) and (ii) a 2013-B Exchange Note Supplement (as amended and supplemented from time to a [____]-[_] SUBI servicing supplement to time, the Titling Trust Agreement“Exchange Note Supplement”), dated as of November 1, 2013, among the Closing Date Borrower, the Administrative Agent, the Collateral Agent, MBFS USA, as Lender and as Servicer and the Indenture Trustee, issue a 2013-B Exchange Note (the “SUBI Servicing Supplement” and, together with 2013-B Exchange Note”) to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 2013-B Exchange Note shall be paid from collections on the Titling Trust AgreementAssets allocated to the 2013-B Reference Pool as of the close of business on September 30, 2013 (the “2013-B Cutoff Date”). The Lender will sell the 2013-B Exchange Note to the Depositor pursuant to a First Tier Sale Agreement (as amended and supplemented from time to time, the “First Tier Sale Agreement”), dated as of November 1, 2013, between the Lender and the Depositor, and the Depositor will sell the 2013-B Exchange Note to the Issuing Entity pursuant to a Second Tier Sale Agreement (as amended and supplemented from time to time, the “Second Tier Sale Agreement”), dated as of November 1, 2013, between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2013-B Reference Pool pursuant to a 2013-B Servicing Supplement (as amended and supplemented from time to time, the “2013-B Servicing Supplement”), dated as of November 1, 2013, among MBFS USA, as Servicer and as Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the “Basic 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 March 1, 2009, among the Closing Date (Lender, the “SUBI Certificate Transfer Agreement”)Servicer, between the Seller Borrower and the UTI Beneficiary, Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the UTI Beneficiary will sell the SUBI Certificate meanings ascribed to them in Appendix 1 to the Seller. Pursuant to a SUBI certificate transfer agreementExchange Note Supplement or, dated as of the Closing Date (the “Issuer SUBI Certificate Transfer Agreement”)if not defined therein, between the Seller and the Trust, the Seller will sell the SUBI Certificate in Appendix A to the TrustBasic Collateral Agency Agreement.

Introductory. Toyota Leasing, Inc.CNH Wholesale Receivables LLC, a California corporation Delaware limited liability company (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCCTransferor”), proposes to cause CNH Wholesale Master Note Trust, a Delaware statutory trust (the “Trust” or the “Issuer”), to issue and sell $[______] aggregate 698,489,000 principal amount of [___]% Floating Rate Class A Asset Backed Notes, Class A-1 Series 2005-1 (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 A Notes”) and $[______] aggregate 51,511,000 principal amount of [___]% Floating Rate Class B Asset Backed Notes, Class B Series 2005-1 (the “Class B Notes” and and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 A 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 (collectively, 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 for whom you are not Underwritten Notes and] the Certificates, which will not be sold hereunder. [__________],[__________] and [__________] will act acting as representatives for the Underwriters, and in such capacities shall herein be (the “Representatives”). The assets of the Trust will include, among other things, wholesale receivables generated by CNH Capital America LLC (formerly known as Case Credit Corporation), a special unit of beneficial interest issued by the Toyota Lease Trust Delaware limited liability company (“CNH Capital”), from time to time in certain revolving floorplan financing arrangements with selected agricultural and construction equipment and/or parts dealers (the “Titling TrustReceivables”) which entitles and collections on the holder thereof to lease payments generated by a portfolio of retail lease contracts owned by Receivables. Certain Receivables existing at 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 opening of business on [_____] June 1, 2005 (the “Cutoff Cut-Off Date”), have been, and substantially all Receivables arising thereafter have been and will continue to be, sold, assigned, transferred and conveyed by CNH Capital to the Transferor pursuant to a Receivables Purchase Agreement, dated as of September 1, 2003 (as amended from time to time, the “Purchase Agreement”), between the Transferor and CNH Capital. The Transferor has sold, assigned, transferred and conveyed such property to the Issuer pursuant to the Transfer and Servicing Agreement dated as of September 1, 2003 (as amended from time to time, the “Transfer and Servicing Agreement”), among the Transferor, CNH Capital, as servicer (in such capacity, the “Servicer”) and the Issuer. The Issuer in turn has pledged such property to the Indenture Trustee under the Indenture. The Receivables are serviced for the Trust by CNH Capital. The Notes will be issued pursuant to the Indenture to be dated as of [_____] September 1, 2003 (the “Indenture”), between the Trust and [_____] JPMorgan Chase Bank, N.A. (the “Indenture Trustee”). TMCC has caused , as supplemented by the Seller Series 2005-1 Supplement to form be dated as of June 29, 2005 (the “Series Supplement”), between the Trust pursuant and the Indenture Trustee. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to a trust agreementthem in the Transfer and Servicing Agreement, or, if not defined therein, in the Indenture or the Trust Agreement dated as of September 1, 2003 (as amended and restated by the Amended and Restated Trust Agreement (supplemented from time to time, the “Trust Agreement”), dated as between the Transferor and The Bank of [_____], [among]/[between] the Seller [and] [______], a [____]New York, 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.

Introductory. Toyota Leasing, Inc.Auto Finance Receivables LLC, a California corporation Delaware limited liability company (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 I-A hereto (the “"Class A Underwriters”" or the "Underwriters") $387,000,000 aggregate principal amount of 2.79% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $457,000,000 aggregate principal amount of 3.76% Asset Backed Notes, Class A-3 (the "Class A-3 Notes") and $264,000,000 aggregate principal amount of 4.39% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and together with the Class A-2 Notes and the Class A-3 Notes, the "Offered Notes") of the Toyota Auto Receivables 2002-B Owner Trust (the "Trust"). Concurrently with the issuance and sale of the Offered Notes as contemplated herein the Trust will issue (i) $444,000,000 aggregate principal amount of 1.91375% Asset Backed Notes, Class A-1 (the "Class A-1 Notes" and together with the Offered Notes, the "Class A Notes") and (ii) a portion of each revolving liquidity note dated May 23, 2002 (the "Liquidity Note" and together with the Class A Notes, the "Notes"). The Trust will also issue a non-interest bearing subordinated seller's interest (the "Subordinated Seller's Interest"). The Subordinated Seller's Interest will represent an undivided interest in the Trust and will be deemed to have a principal balance $48,001,788 as of the [describe closing date. Neither the classes of underwritten notes] (Class A-1 Notes nor the “Underwritten Notes”) in the respective amount listed on Schedule I hereto. The Subordinated Seller, TMCC or one or more of its affiliates initially 's Interest will retain [[describe the classes of retained notes] that are not Underwritten Notes and] the Certificates, which will not be sold hereunder. [__________],[__________] and [__________] Deutsche Bank Securities Inc. xxx Merrill Lynch, Pierce, Fenner & Smith Incorporated will act as representatives represexxxxxxxs for the Class X-0, Xlasx X-0 and Class A-4 Underwriters, and in such capacities shall herein be the “"Representatives”". The assets of the Trust will include, among other things, a special unit pool of beneficial interest issued retail installment sale contracts (the "Receivables") secured by the Toyota Lease Trust new and used automobiles and light duty trucks financed thereunder (the “Titling Trust”"Financed Vehicles") which entitles and certain monies due or to become due thereunder on or after April 1, 2002 (the holder thereof to lease payments generated by a portfolio of retail lease contracts owned by "Cutoff Date") and the Titling Trust other property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of May 1, 2002 (the "Sale and Servicing Agreement") among the Trust, the Seller and TMCC. TMCC purchased the Receivables from the sale certain Toyota and Lexus dealers. The Receivables and other assets of the motor vehicles (or equivalent cash amounts substituted under Trust will be sold by TMCC to the Seller pursuant to a vehicle like-kind exchange program) leased under those contracts, and certain monies received thereunder after the close of business on [_____] Receivables Purchase Agreement (the “Cutoff Date”)"Receivables Purchase Agreement") to be dated as of May 1, 2002 between TMCC and the Seller. Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and TMCC will service the Receivables on behalf of the Trust. In addition, pursuant to the Sale and Servicing Agreement, TMCC will agree to perform certain administrative tasks on behalf of the Trust imposed on the Trust under the Indenture. The Notes will be issued pursuant to the Indenture to be dated as of [_____] May 1, 2002 (the “"Indenture”"), between the Trust and [_____] The Bank of New York (the “"Indenture Trustee”"). TMCC has caused the Seller to form the Trust pursuant to a trust agreement, as amended and restated by the an 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 May 1, 19962002, between the Seller, 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”) depositor and U.S. Bank Trust National Association (formerly First Bank National Association), as trust agent owner trustee (the “Trust Agent”"Owner Trustee"). Pursuant TMCC will be obligated to a supplement of make certain advances to the Titling Trust under the Liquidity Note pursuant to the TMCC Revolving Liquidity Note Agreement (the "Revolving Liquidity Note Agreement, ") dated as of May 23, 2002 between TMCC and the Closing Date (Trust. As used herein, the “SUBI Supplement”term "Basic Documents" refers to the Sale and Servicing Agreement, and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), among the parties to the Titling Trust AgreementIndenture, 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”) Receivables Purchase Agreement and the related specified vehicles (Revolving Liquidity Note Agreement. This Underwriting Agreement shall hereinafter be referred to as "this Agreement". Capitalized terms used herein and not otherwise defined shall have the “[____]-[_] Vehicles”) meanings ascribed thereto in the Sale 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.

Introductory. Toyota Leasing, Inc.American Honda Receivables LLC, a California corporation Delaware limited liability company (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCCCompany”), proposes proposes, subject to issue the terms and conditions stated herein, to cause the Honda Auto Receivables 2013-1 Owner Trust (the “Trust”) to sell $[______] 343,000,000 aggregate principal amount of [___]0.20000% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[______] 390,000,000 aggregate principal amount of [___]0.35% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[______] 382,000,000 aggregate principal amount of [___]0.48% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), ) and $[______] 135,000,000 aggregate principal amount of [___]0.62% 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 A-3 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 set forth on Schedule I hereto. The SellerA (each, TMCC or one or more of its affiliates initially will retain [[describe the classes of retained notes] that an “Underwriter”), for which Mxxxxxx Lynch, Pxxxxx, Fxxxxx & Sxxxx Incorporated and Barclays Capital Inc. are not Underwritten Notes and] the Certificates, which will not be sold hereunder. [__________],[__________] and [__________] will act each acting as representatives for the Underwriters, and a representative (in such capacities shall herein be capacity, each a “Representative” and collectively, the “Representatives”. The assets ), pursuant to the terms of this underwriting agreement dated January 16, 2013 by and among the Trust will includeCompany, among other thingsAmerican Honda Finance Corporation (“AHFC”), a special unit Mxxxxxx Lynch, Pxxxxx, Fxxxxx & Sxxxx Incorporated and Barclays Capital Inc., acting on behalf of beneficial interest issued by themselves and as Representatives for the Toyota Lease Trust several Underwriters (the this “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 DateAgreement”). The Notes will be issued pursuant to the Indenture to be Indenture, dated as of [_____] January 23, 2013 (the “Indenture”), between the Trust and [_____] Union Bank, N.A. (the “Indenture Trustee”). TMCC has caused Concurrently with the Seller to form issuance and sale of the Notes as contemplated herein, the Trust will issue $32,051,293.34 aggregate principal amount of certificates of beneficial interest (the “Certificates”), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to a trust agreement, as amended and restated by the Amended and Restated Trust Agreement Agreement, dated January 23, 2013 (the “Trust Agreement”), dated as among the Company, The Bank of [_____], [among]/[between] the Seller [and] [______], a [____]New York Mellon, 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 AgreementTrustee”), among TMCC and BNY Mellon Trust of Delaware, as Delaware trustee (in such capacity, the “UTI Beneficiary”), TMTT, Inc., as trustee (the “Titling Delaware 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 Certificates are subordinated 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 TrustNotes.

Introductory. Toyota Leasing, Inc., a California corporation (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit PPL Electric Utilities Corporation, a California Pennsylvania corporation (“TMCCCompany”), proposes to issue $[______] aggregate principal amount of [___]% Asset Backed Notesand sell, 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 Underwriters named in Schedule I hereto Section 3 hereof (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 for whom you are not Underwritten Notes and] the Certificates, which will not be sold hereunder. [__________],[__________] and [__________] will act acting as representatives for the Underwriters, and in such capacities shall herein be (the “Representatives”. The assets ), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $25,000,000 aggregate principal amount of the Trust will includeCompany’s Senior Secured Bonds, among other things, a special unit of beneficial interest issued by the Toyota Lease Trust 7.125% Series due 2013 (the “Titling TrustBonds”) which entitles to be issued under an Indenture, dated as of August 1, 2001, between the holder thereof to lease payments generated by a portfolio Company and The Bank 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 contractsNew York Mellon, and certain monies received as trustee thereunder after the close of business on [_____] (the “Cutoff DateTrustee”), as supplemented by Supplemental Indenture No. The Notes will be issued pursuant to the 8 (“Supplemental Indenture No. 8”), to be dated as of [_____] October 1, 2008 (as so supplemented, the “Indenture”). The Bonds will be part of the same series as the $375,000,000 aggregrate principal amount of the Company’s 7.125% Senior Secured Bonds due 2013 that were offered on October 14, between 3008, increasing the Trust and [_____] aggregrate principal amount of the series to $400,000,000. The Bonds will be initially secured by mortgage bonds (“Mortgage Bonds”) to be issued by the “Indenture Trustee”). TMCC has caused Company in a like aggregate principal amount as the Seller to form the Trust Bonds pursuant to a trust agreement, as amended the Company’s Mortgage and restated by the Amended and Restated Trust Agreement (the “Trust Agreement”), dated as Deed 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, 19961945, to Deutsche Bank Trust Company Americas (formerly Bankers Trust Company, successor to Xxxxxx Guaranty Trust Company of New York, formerly Guaranty Trust Company of New York), as trustee thereunder (the “Mortgage Trustee”), as amended or and supplemented from time to time by seventy indentures supplemental thereto (the “Titling Trust AgreementMortgage and Deed of Trust”), among TMCC (in such capacityand as to be amended and supplemented by a Seventy-Seventh Supplemental Indenture to be dated as of October 1, the “UTI Beneficiary”), TMTT, Inc., as trustee 2008 (the “Titling TrusteeSeventy-Seventh Supplemental Indenture ”) (such Mortgage and U.S. Bank Deed of Trust National Association (formerly First Bank National Association), as trust agent (and the “Trust Agent”). Pursuant Seventy-Seventh Supplemental Indenture being hereinafter collectively referred 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 herein 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 AssetsMortgage”). The SUBI Assets Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-132574-03) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will be serviced by TMCC prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such capacityprospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company and the Representatives) is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments thereto to such time, the “Servicer”) exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a [____]-[_] SUBI servicing supplement part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Titling Trust AgreementUnderwriters for use in connection with the offering of the Bonds, dated including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the Closing Date date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (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 CertificateExchange Act”) representing the entire beneficial interest which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the [____]-[_] SUBI. Pursuant to a SUBI certificate transfer agreementRegistration Statement, dated such preliminary prospectus or the Prospectus, 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 Trustcase may be.

Introductory. Toyota Leasing, Inc., a California corporation Nissan Master Owner Trust Receivables (the “SellerTrust”), a Delaware statutory trust, hereby confirms its agreement with [•] (the “Representative”) and a wholly owned subsidiary the several underwriters named in Schedule 1 hereto (together with the Representative, collectively, the “Underwriters”) with respect to the purchase by the Underwriters of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue $[______•] aggregate principal amount of [___]% Asset Backed Notes, one-month LIBOR +] [•]% Class A-1 A[-1] Notes (the “[Class A-1 A-1] [Offered] Notes”), ) [and $[______•] aggregate principal amount of [___]% Asset Backed Notes, •]% Class A-2 Notes (the “Class A-2 Notes”)” and, $[______] 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 “[Offered] Notes”)] of the Trust, which Notes the Trust proposes to sell to the Underwriters under the terms and conditions herein. [In addition to the Offered Notes, on the Class A-3 Notes Series 20[•]-[•] Issuance Date, the Trust will issue and the Transferor or an affiliate of the Transferor will retain $[•] aggregate principal amount of [LIBOR +] [•]% Class A-4 [•] Notes (the “Retained Notes” and, together with the Offered 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 Amended and Restated Indenture, dated as of [_____] October 15, 2003 (as amended, modified and supplemented, the “Base Indenture”), between the Trust and [_____] U.S. Bank National Association, as indenture trustee (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”)Series 20[•]-[•] Indenture Supplement, dated as of [_____•], [among]/[between20[•] 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 AgreementBase Indenture, the “Indenture”); between the Trust and the Indenture Trustee, and the Annex of Definitions attached to the Amended and Restated Transfer and Servicing Agreement, dated as of October 15, 2003 (as amended, modified and supplemented, the “Transfer and 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 Nissan Wholesale Receivables Corporation II (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 AgreementDepositor”), between the Seller Trust 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 Nissan Motor Acceptance Corporation (the “Issuer SUBI Certificate Transfer AgreementNMAC”), between . Capitalized terms used herein and not otherwise defined herein shall have the Seller and meanings given them in the Trust, the Seller will sell the SUBI Certificate to the TrustIndenture.

Introductory. Toyota LeasingWFB Funding, Inc., a California corporation LLC (“WFB LLC”) proposes to cause Cabela’s Credit Card Master Note Trust (the “SellerIssuer”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue $[______] Cabela’s Credit Card Master Note Trust Class A Floating Rate Asset-Backed Notes in the aggregate principal amount of [___]% Asset Backed Notes$340,000,000, Class A-1 Series 2014-II (the “Class A-1 A Notes”), $[______] 32,000,000 aggregate principal amount of [___]% Asset Cabela’s Credit Card Master Note Trust Class B Fixed Rate 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 Series 2014-II (the “Class B Notes” ”), $17,000,000 aggregate principal amount of Cabela’s Credit Card Master Note Trust Class C Fixed Rate Asset-Backed Notes, Series 2014-II (the “Class C Notes”), and together with $11,000,000 aggregate principal amount of Cabela’s Credit Card Master Note Trust Class D Fixed Rate Asset-Backed Notes, Series 2014-II (the “Class D Notes”) (collectively, the Class A-1 A Notes, the Class A-2 B Notes, the Class A-3 C Notes and the Class A-4 Notes, D Notes are 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 The Class A Notes are referred 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] (herein as the “Underwritten Notes”) in the respective amount listed on Schedule I hereto. The SellerClass B Notes, TMCC or one or more of its affiliates initially will retain [[describe the classes of retained notes] that are not Underwritten Class C Notes and] and the Certificates, which will not be sold hereunder. [__________],[__________] and [__________] will act Class D Notes (referred to collectively herein as representatives for the Underwriters, and in such capacities shall herein be the “RepresentativesRetained Notes”) will be purchased by the Bank (as defined below) (referred to herein as the “Retained Notes Transaction”). The assets Xxxxx Fargo Securities, LLC, as the representative of the Underwriters (as defined below) may be referred to herein as a “Representative.” The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust will includeAgreement, among other thingsdated as of April 13, a special unit of beneficial interest issued by 2004 (as heretofore amended and supplemented, the Toyota Lease “Trust Agreement”), between WFB LLC, as transferor (the “Titling TrustTransferor”) 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 [_____] Xxxxx Fargo Delaware Trust Company, National Association, as successor owner trustee (the “Cutoff DateOwner Trustee”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on April 14, 2004. The Notes will be issued pursuant to the Indenture to be an Amended and Restated Master Indenture, dated as of [_____] December 6, 2013 (as heretofore amended, restated, modified and supplemented, the “Master Indenture”), each between the Trust Issuer and [_____] U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”). TMCC has caused the Seller to form the Trust pursuant to a trust agreement, and as amended and restated further supplemented by the Amended and Restated Trust Agreement Series 2014-II Indenture Supplement with respect to the Notes, to be dated as of July 16, 2014 (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 AgreementMaster Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Series 2004-1 Certificate”) representing a beneficial interest in the assets held in the Cabela’s Master Credit Card Trust (“CMCCT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of December 6, 2013 (the “Pooling and Servicing Agreement”), in each case among as supplemented by the Titling Trustee, the Servicer Series 2004-1 Supplement to Amended 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 agreementRestated Pooling and Servicing Agreement, dated as of April 14, 2004, as amended pursuant to the Closing Date First Amendment to Series 2004-1 Supplement to Amended and Restated Pooling and Servicing Agreement, dated as of August 31, 2005 and as further amended pursuant to the Second Amendment to Series 2004-1 Supplement to Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2006 (as heretofore amended, the “2004-1 Supplement” and, together with the Pooling and Servicing Agreement, the “PSA”), each among the Transferor, World’s Foremost Bank, a Nebraska state banking corporation (the “SUBI Certificate Transfer Bank”), as servicer (the “Servicer”), and U.S. Bank National Association, as trustee (the “CMCCT Trustee”). The assets of CMCCT include, among other things, certain amounts due (the “Receivables”) on a pool of credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to CMCCT pursuant to the Pooling and Servicing Agreement. The Receivables transferred to CMCCT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of February 4, 2003, (as heretofore amended, the “Receivables Purchase Agreement”), between the Seller WFB LLC and the UTI Beneficiary, Bank. The Series 2004-1 Certificate has been transferred by the UTI Beneficiary will sell the SUBI Certificate Transferor to the Seller. Pursuant Issuer pursuant to a SUBI certificate transfer agreementthe Transfer and Administration Agreement, dated as of April 14, 2004 (as heretofore amended, the Closing Date “TAA”), among the Transferor, the Indenture Trustee, the Servicer, the Bank, as administrator (the “Issuer SUBI Certificate Transfer AgreementAdministrator”), between the Seller ) and the TrustIssuer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to the TAA. The TAA, the Seller will sell PSA, the SUBI Certificate Receivables Purchase Agreement, the Indenture and the Trust Agreement are referred to herein, collectively, as the Trust“Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

Introductory. Toyota Leasing, Inc.American Honda Receivables Corp., a California corporation (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCCCompany”), proposes proposes, subject to issue the terms and conditions stated herein, to cause the Honda Auto Receivables 2010-3 Owner Trust (the “Trust”) to sell $[______] 418,000,000 aggregate principal amount of [___]0.31004% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[______] 399,000,000 aggregate principal amount of [___]0.53% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[______] 479,000,000 aggregate principal amount of [___]0.70% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), ) and $[______] 263,989,000 aggregate principal amount of [___]0.94% 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 NotesA-3, 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 set forth on Schedule I hereto. The SellerA (each, TMCC or one or more of its affiliates initially will retain [[describe the classes of retained notes] that an “Underwriter”), for which J.X. Xxxxxx Securities LLC and BNP Paribas Securities Corp. are not Underwritten Notes and] the Certificates, which will not be sold hereunder. [__________],[__________] and [__________] will act each acting as representatives for the Underwriters, and a representative (in such capacities shall herein be capacity, each a “Representative” and collectively, the “Representatives”. The assets ), pursuant to the terms of this underwriting agreement dated October 20, 2010 by and among the Trust will includeCompany, among other things, a special unit of beneficial interest issued by the Toyota Lease Trust American Honda Finance Corporation (the “Titling TrustAHFC”) which entitles and J.X. Xxxxxx Securities LLC and BNP Paribas Securities Corp., acting on behalf of themselves and as Representatives for 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 several Underwriters (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 this “Cutoff DateAgreement”). The Notes will be issued pursuant to the Indenture Indenture, to be dated as of [_____] October 1, 2010 (the “Indenture”), between the Trust and [_____] Deutsche Bank Trust Company Americas (the “Indenture Trustee”). TMCC has caused Concurrently with the Seller to form issuance and sale of the Notes as contemplated herein, the Trust will issue $40,000,157.75 aggregate principal amount of certificates of beneficial interest (the “Certificates”), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to a trust agreement, as amended and restated by the Amended and Restated Trust Agreement Agreement, to be dated October 28, 2010 (the “Trust Agreement”), dated as of [_____], [among]/[between] among the Seller [and] [______], a [____]Company and U.S. Bank Trust National Association, 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 AssetsTrustee”). 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 Certificates are subordinated 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 “[____]-[_] SUBINotes.” 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.

Introductory. Toyota LeasingConn’s Receivables Funding 2018-A, Inc.LLC (the “Issuer”) proposes to sell $219,200,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class A, Series 2018-A (the “Class A Notes”), $69,550,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class B, Series 2018-A (the “Class B Notes”), and $69,550,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class C, Series 2018-A (the “Class C Notes” and, together with the Class A Notes and the Class B Notes, the “Purchased Notes” or the “Offered Series 2018-A Notes”)) to you as initial purchasers (the “Initial Purchasers”). The Purchased Notes, together with the Asset Backed Class R Notes, Series 2018-A (the “Class R Notes” and, collectively with the Purchased Notes, the “Notes”) will be issued pursuant to a California corporation Base Indenture, to be dated as of August 15, 2018 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of August 15, 2018 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and Wxxxx Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”). The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2018-A Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of August 15, 2018 (the “Trust Agreement”) between Conn Appliances Receivables Funding, LLC (the “Depositor”) and Wilmington Trust, National Association (the “Receivables Trust Trustee”). The assets of the Receivables Trust will consist primarily of certain retail installment sales contracts and installment loans (the “Receivables”) made to finance customer purchases of Merchandise from Conn Appliances, Inc. (“Conn Appliances”), which were previously conveyed to Conn Credit I, LP (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes certain related rights. The Receivables Trust Certificate will be sold 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 Issuer pursuant to the terms hereofof a Purchase and Sale Agreement, 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 [_____] August 15, 2018 (the “IndenturePurchase and Sale Agreement”), between the Trust Depositor and [_____] the Issuer. The Class R Notes will be retained by the Depositor on the Closing Date. Conn’s 2018-A: Note Purchase Agreement The Receivables will be sold (i) by the Seller to the Depositor pursuant to a First Receivables Purchase Agreement, to be dated as of August 15, 2018 (the “Indenture TrusteeFirst Receivables Purchase Agreement”). TMCC has caused , between the Seller and the Depositor, and (ii) by the Depositor to form the Receivables Trust pursuant to a trust agreementSecond Receivables Purchase Agreement, to be dated as amended and restated by the Amended and Restated Trust Agreement of August 15, 2018 (the “Trust Second Receivables Purchase Agreement”), between the Depositor and the Receivables Trust. The Receivables will be serviced for the Receivables Trust by Conn Appliances pursuant to the terms of a Servicing Agreement, to be dated as of [_____]August 15, [among]/[between] the Seller [and] [______], a [____], as owner trustee 2018 (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 Servicing Agreement”), among the parties to the Titling Trust AgreementIssuer, 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 (collectivelyReceivables Trust, the “SUBI Assets”). The SUBI Assets will be serviced by TMCC Trustee and Conn Appliances, as servicer (in such capacity, the “Servicer”). Systems & Services Technologies, Inc. (“SST”) will act as the back-up servicer of the Receivables pursuant to the terms of a [____]Back-[_] SUBI servicing supplement to the Titling Trust Up Servicing Agreement, to be dated as of the Closing Date August 15, 2018 (the “SUBI Servicing Supplement” and, together with the Titling Trust Agreement, the “Back-Up Servicing Agreement”), in each case among the Titling TrusteeReceivables Trust, the Servicer Servicer, the Issuer, the Trustee and SST, as back-up servicer (in such capacity, the Trust Agent“Back-Up Servicer”). In connection with the creation issuance of the [____]-[_] SUBINotes, the Titling Trust Conn’s Receivables 2017-B Trust, the Receivables Trust, Conn Appliances, Conn Credit Corporation, Inc. and the Seller will issue also enter into a Sixth Amended and Restated Intercreditor Agreement, to the UTI Beneficiary a certificate be dated as of August 15, 2018 (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 Intercreditor Agreement”), between with Bank of America, N.A., as collateral agent, providing for the Seller release of certain of the Receivables from the lien of an existing financing arrangement and related matters. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Indenture. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that the “Closing Date” shall be August 15, 2018, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchasers and the UTI BeneficiaryDepositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the UTI Beneficiary will sell the SUBI Certificate to the SellerOffering Memorandum (each as defined below). Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date this Note Purchase Agreement (the this “Issuer SUBI Certificate Transfer Agreement”), between and subject to the Seller terms hereof, the Issuer agrees to sell the Purchased Notes to the Initial Purchasers. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the Purchase and Sale Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and this Agreement are collectively referred to herein as the “Transaction Documents”. Conn’s 2018-A: Note Purchase Agreement 2 Prior to 3:35 p.m. New York City time on August 9, 2018 (i.e, the date and time the first Contract of Sale (as defined below) (the “Time of Sale”) the Issuer had prepared (i) the Preliminary Offering Memorandum, dated August 6, 2018 (the “Preliminary Offering Memorandum”), (ii) the CONN 2018-A ABS Investor Presentation, initially provided to investors on August 6, 2018 (the “Deal Road Show”), (iii) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (iv) the data file entitled “CSFCONN_2018A_MKT.sss” (the “Data File”), and (v) the Microsoft Excel file entitled “CONN 2018-A_Static Pool Appendix A.xlsx” (the “Static Pool Appendix File” and, collectively with the Preliminary Offering Memorandum, the Deal Road Show, the CDI Data and the TrustData File, the Seller will sell the SUBI Certificate “Time of Sale Information”). Any reference in this Agreement to the TrustPreliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein as of the date of the Preliminary Offering Memorandum or Offering Memorandum, as applicable. If, subsequent to the Time of Sale and prior to the Closing Date, the Time of Sale Information, taken as a whole, included an untrue statement of a material fact or omitted 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, and the Initial Purchasers terminate their existing Contracts of Sale and enter into new Contracts of Sale with investors in the Purchased Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale, including in an amended Preliminary Offering Memorandum approved by the Issuer and the Initial Purchasers that corrects such material misstatements or omissions, and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. The Depositor will prepare and deliver to the Initial Purchasers, on or promptly after the date hereof, a final offering memorandum, dated the date hereof, including pricing-dependent information, for the offering of the Purchased Notes, in form and substance reasonably acceptable to the Initial Purchasers (the “Offering Memorandum”). Each of the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information and the Offering Memorandum in connection with the offering and resale of the Purchased Notes by the Initial Purchasers in accordance with the terms hereof. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. understand that the Purchased Notes have not been and will not be registered under the Securities Act in reliance on certain exemptions from the registration requirements thereof. Each class of the Purchased Notes will be represented by one or more global notes in fully registered form without coupons.

Introductory. Toyota LeasingWFN Credit Company, Inc., a California corporation LLC ("WFN LLC") proposes to cause World Financial Network Credit Card Master Note Trust (the “Seller”"Issuer") and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue $[______] 468,000,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Class A-1 Series 2002-A (the “"Class A-1 A Notes”"), $[______] 51,000,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class B Floating Rate Asset Backed Notes, Class A-2 Series 2002-A (the “"Class A-2 B Notes”"), and $[______] 81,000,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class C Floating Rate Asset Backed Notes, Class A-3 Series 2002-A (the “"Class A-3 C Notes”)" and, $[______] 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 A Notes and the Class A-4 B Notes, the “"Notes”"). The Issuer is a Delaware statutory trust formed pursuant to (a) and non-interest bearing certificates that represent the residual interest in the a Trust Agreement, dated as of August 1, 2001 (the “Certificates”) of the Toyota Auto Lease "Trust 20[__]-[__] Agreement"), between WFN LLC, as transferor (the “Trust”"Transferor"). Pursuant to the terms hereof, the Seller agrees to sell to each of the several underwriters named in Schedule I hereto and Chase Manhattan Bank USA, National Association ("Chase"), as owner trustee (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"Owner Trustee"), and in such capacities shall herein be (b) the “Representatives”. The assets filing of a certificate of trust with the Trust will includeSecretary of State of Delaware on July 27, 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”)2001. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001 (the "Master Indenture"), between the Issuer and BNY Midwest Trust Company, as indenture trustee (the "Indenture Trustee"), as supplemented by the Series 2002-A Indenture Supplement with respect to the Notes, to be dated as of [_____] November 7, 2002 (the “"Indenture Supplement" and, together with the Master Indenture”, the "Indenture"). The primary asset of the Issuer is a certificate (the "Collateral Certificate") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust ("WFNMT"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, amended and restated as of September 17, 1999 and amended and restated a second time as of August 1, 2001 (as heretofore amended, the "Amended and Restated Pooling and Servicing Agreement"), among the Transferor, World Financial Network National Bank (the "Bank"), as servicer (the "Servicer"), and BNY Midwest Trust Company (successor-in-interest to the corporate trust administration of Harris Trust and Savings Baxx), xs trustee (the "WFNMT Trustee"), and the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, as the same is to be amended as of November 7, 2002 (as heretofore amended, and as the same may be further amended on or prior to the Closing Date (as hereinafter defined), the "Collateral Supplement" and, together with the Amended and Restated Pooling and Servicing Agreement, the "PSA"). The assets of WFNMT include, among other things, certain amounts due (the "Receivables") on a pool of private label credit card accounts of the Bank (the "Accounts"). The Receivables are transferred to WFNMT pursuant to the Amended and Restated Pooling Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001 (as amended, the "Receivables Purchase Agreement"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as the same is to be amended as of November 7, 2002 (as heretofore amended, and as the same may be further amended on or prior to the Closing Date, the "TSA"), among the Transferor, the Servicer, and the Issuer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001 (the "Administration Agreement"), 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”)]. TMCCBank, as administrator (in such capacity, the “"Administrator”) will perform certain administrative tasks on behalf of "), and the TrustIssuer. The TSA, 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 TrustPSA, 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 Receivables Purchase Agreement, the “SUBI Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the "Program Documents." This Underwriting Agreement is referred to herein as this "Agreement”." To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents. The Transferor and the Bank hereby agree, severally and not jointly, with the underwriters for the Class A Notes listed on Schedule A hereto (the "Class A Underwriters"), among the parties to underwriters for 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 Class B Notes listed on Schedule A hereto (the “[____]-[_] Leases”"Class B Underwriters") and the related specified vehicles underwriter for the Class C Notes listed on Schedule A hereto (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” "Class C Underwriter" and, together with the Titling Trust AgreementClass A Underwriters and Class B Underwriters, 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”"Underwriters") 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.follows:

Introductory. Toyota Leasing21st Century Telecom Group, Inc., a California an Illinois corporation (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”"Company"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") U.S. $[______] 200,000,000 (Gross Proceeds) in aggregate initial principal amount of [___]its 12 1/4% Asset Backed Notes, Class A-1 Senior Discount Notes Due 2008 (the “Class A-1 "Notes”") with a principal amount at maturity of $363,135,000 and 50,000 Units (the "Units"), $[______] aggregate principal amount each Unit consisting of [___]one share of its 13 3/4% Asset Backed Notes, Class A-2 Senior Cumulative Exchangeable Preferred Stock Due 2010 (the “Class A-2 Notes”)"Exchangeable Preferred Stock") and one Warrant (each, $[______] aggregate principal amount a "Warrant") to purchase 8.7774 shares of [___]% Asset Backed Notescommon stock, Class A-3 no par value (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”"Common Stock") of the Toyota Auto Lease Trust 20[__]-[__] Company at an exercise price of $.01 per share. The Company may, at its option (on any scheduled dividend payment date) exchange all but not less than all the shares of Exchangeable Preferred Stock then outstanding for the Company's 13 3/4% Subordinated Exchange Debentures Due 2010 (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”"Exchange Debentures"). The Notes and the Units are collectively referred to herein as the "Offered Securities" and are offered on a private placement basis pursuant to the exemption provided by Section 4(2) and Regulation S of the United States Securities Act of 1933 (the "Securities Act"). The Notes are to be issued under an indenture dated as of February 1, 1998 (the "Notes Indenture"), between the Company and State Street Bank and Trust Company, as trustee (the "Notes Trustee"). The Exchangeable Preferred Stock will be issued pursuant to an amendment to the Indenture to be dated as Articles of [_____] Incorporation of the Company (the “Indenture”"Amended Charter"), between the . Boston EquiServe Trust and [_____] Company shall act as transfer agent (the “Indenture Trustee”)"Transfer Agent") for the Holders of the Notes and the Exchangeable Preferred Stock will be entitled to the benefits of a Registration Rights Agreement (the "Registration Rights Agreement") dated the date hereof, among the Company and the Purchasers. TMCC has caused This Agreement, the Seller to form the Trust pursuant to a trust agreementIndentures, 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 capacityCharter, the “Administrator”) will perform certain administrative tasks on behalf of the Trust, the Owner Trustee Warrant Agreement and the Indenture Trustee imposed on them under Registration Rights Agreement are referred to herein collectively as 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. "Operative Documents." 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 Company hereby agrees 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 several Purchasers 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.follows:

Introductory. Toyota LeasingPrologis, Inc.L.P., a California corporation Delaware limited partnership (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCCIssuer”), 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 A hereto (the “Underwriters”) a portion ,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of each $400,000,000 aggregate principal amount of the [describe the classes of underwritten notes] Issuer’s 1.625% Notes due 2031 (the “Underwritten NotesSecurities”) in the respective amount listed on Schedule I hereto). The SellerBofA Securities, TMCC or one or more of its affiliates initially will retain [[describe the classes of retained notes] that are not Underwritten Notes and] the CertificatesInc., which will not be sold hereunder. [__________],[__________] Mxxxxx Sxxxxxx & Co. LLC, U.S. Bancorp Investments, Inc. and [__________] will Wxxxx Fargo Securities, LLC have agreed to 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 several Underwriters (in such capacity, the “AdministratorRepresentatives”) will perform certain administrative tasks on behalf in connection with the offering and sale of the Trust, the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents (as defined below) Securities. The Securities will be issued 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 agreementindenture, dated as of October 1June 8, 1996, as amended or supplemented from time to time 2011 (the “Titling Trust AgreementBase Indenture”), among TMCC the Issuer, Prologis, Inc., a Maryland corporation and the parent company of the Issuer (in such capacity, the “UTI BeneficiaryPrologis”), TMTT, Inc.and U.S. Bank National Association, as trustee (the “Titling Trustee”) and U.S. Bank Trust National Association (formerly First Bank National Association), as trust agent (supplemented by the “Trust Agent”). Pursuant to a supplement of the Titling Trust Agreementfirst supplemental indenture, dated as of the Closing Date June 8, 2011 (the “SUBI SupplementFirst Supplemental Indenture”), the second supplemental indenture, dated as of June 8, 2011 (the “Second Supplemental Indenture”), the third supplemental indenture, dated as of June 8, 2011 (the “Third Supplemental Indenture”), the fourth supplemental indenture, dated as of June 8, 2011 (the “Fourth Supplemental Indenture”), the fifth supplemental indenture, dated as of August 15, 2013 (the “Fifth Supplemental Indenture”), the sixth supplemental indenture, dated as of December 3, 2013 (the “Sixth Supplemental Indenture”), the seventh supplemental indenture, dated as of February 20, 2014 (the “Seventh Supplemental Indenture”), and the eighth supplemental indenture, dated as of June 7, 2017 (the “Eighth Supplemental Indenture” and together with the Titling Trust AgreementBase Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture and the Eighth Supplemental Indenture, the “SUBI Trust AgreementIndenture”), among providing for the parties to the Titling Trust Agreement, the Titling Trustee issuance of debt securities in one or more series. The Securities will be directed by issued in book-entry form and registered in the UTI Beneficiary to establish a special unit name of beneficial interest to be known Cede & Co., as the “[____]-[_] SUBI.” nominee of The Titling Trustee will allocate a portfolio consisting of lease agreements Depository Trust Company (the “[____]-[_] Leases”) and the related specified vehicles (the “[____]-[_] Vehicles”) and certain other related assets to the [____]-[_] SUBI (collectively, the “SUBI AssetsDepositary”). The SUBI Assets will be serviced by TMCC (in such capacity, the “Servicer”) pursuant to a [____]-[_] SUBI servicing supplement to the Titling Trust AgreementLetter of Representations, dated as of June 3, 2011, between the Closing Date Issuer and the Depositary (the “SUBI Servicing Supplement” and, together with the Titling Trust Agreement, the “Servicing DTC 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.

Introductory. Toyota LeasingCxxxxx US, Inc., Inc. a California Delaware corporation (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCCCompany”), 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 A (the “Underwriters”) a portion ), acting severally and not jointly, the respective amounts set forth in such Schedule A of each $300,000,000 aggregate principal amount of the [describe the classes of underwritten notes] Company’s 5.450% Senior Notes due 2015 (the “Underwritten Notes”) in the respective amount listed on Schedule I hereto). The SellerDeutsche Bank Securities Inc., 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. [__________],[__________] J.X. Xxxxxx Securities Inc. and [__________] will UBS Securities LLC have agreed to act as representatives for of the Underwriters, and several Underwriters (in such capacities shall herein be capacity, the “Representatives”. The assets of ) in connection with 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 offering 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”)Notes. 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”)an indenture, dated as of [_____]June 18, [among]/[between] 2007, between the Seller [and] [______]Company, Cxxxxx Industries, Ltd., a [____]company existing under the laws of Bermuda (“Parent”), as owner trustee Cxxxxx B-Line, Inc., Cxxxxx Bussmann, LLC (formerly Cxxxxx Bussmann, Inc.), Cooper Cxxxxx-Xxxxx, LLC, Cxxxxx Lighting, LLC (formerly Cxxxxx Lighting, Inc.), Cxxxxx Power Systems, LLC (formerly Cxxxxx Power Systems, Inc.)and Cxxxxx Wiring Devices, Inc. (each a “Subsidiary Guarantor,” collectively the “Owner Trustee”) [and [______]Subsidiary Guarantors” and, a [____], as Delaware trustee (the “Delaware Trustee”)]. TMCC, as administrator (in such capacitytogether with Parent, the “AdministratorGuarantors”) 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 Deutsche Bank 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.Company Americas, as trustee (the “Titling Trustee”) and U.S. Bank Trust National Association (formerly First Bank National Association), as trust agent (supplemented by the “Trust Agent”). Pursuant First Supplemental Indenture, dated as of June 18, 2007 and as supplemented by the Second Supplemental Indenture to a supplement of the Titling Trust Agreement, be dated as of the Closing Date (the “SUBI Supplement”, and together with the Titling Trust Agreementas defined below) (as so supplemented, 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 AssetsIndenture”). The SUBI Assets Notes will be serviced by TMCC guaranteed (in such capacity, the “ServicerGuarantees”) on an unsecured senior basis by the Guarantors. The Notes, as guaranteed by the Guarantors pursuant to the Guarantees, are referred to as the “Securities.” The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a [____]-[_] SUBI servicing supplement Letter of Representations, to the Titling Trust Agreement, be dated as of on or before the Closing Date (the “SUBI Servicing Supplement” and, together with the Titling Trust Agreement, the “Servicing Agreement”), as defined 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 Section 2 below) (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 DTC Agreement”), between the Seller Company 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 TrustDepositary.

Introductory. Toyota LeasingFleet Bank (RI), Inc.National Association, a California corporation national banking association (the “Seller”"Bank") and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue cause $[______] 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. [__________],_ principal amount of Fleet Credit Card Master Trust II Class A [___%] [Floating Rate] Asset Backed Certificates, Series ____-_ (the "Class A Certificates"), $____________ aggregate principal amount of Fleet Credit Card Master Trust II Class B [___%] [Floating Rate] Asset Backed Certificates, Series ____-_ (the "Class B Certificates," and [together with the Class A Certificates, the "Certificates") to be issued under an Amended and Restated Pooling and Servicing Agreement, between Bankers Trust Company, as Trustee (the "Trustee") and the Bank (as Seller and Servicer and successor to Advanta National Bank as provided in an Assignment and Assumption Agreement dated as of February 20, 1998 (the "Assumption Agreement") among Advanta National Bank, the Bank, Fleet Credit Card, LLC and the Trustee), dated as of December 1, 1993 (as amended and restated as of May 23, 1994, as amended by Amendment Number 1 to the Amended and Restated Pooling and Servicing Agreement dated as of July 1, 1994, Amendment Number 2 to the Amended and Restated Pooling and Servicing Agreement dated as of October 6, 1995, Amendment Number 3 to the Pooling and Servicing Agreement dated as of February 20, 1998 and Amendment Number 4 to the Pooling and Servicing Agreement dated as of May 14, 1999, the "Amended and Restated Pooling and Servicing Agreement"), as supplemented by the Series ____-_ Supplement with respect to the Certificates to be dated as of __________] will act _ __, ____ (the "Series Supplement" and together with the Amended and Restated Pooling and Servicing Agreement, as representatives for the Underwritersamended, and in such capacities shall herein be the “Representatives”Assumption Agreement, the "Pooling and Servicing Agreement"). The assets of the Trust will include, among other things, a special unit of beneficial interest issued by the Toyota Lease Trust certain amounts due (the “Titling Trust”"Receivables") which entitles on a pool of VISA and MasterCard credit card accounts of the holder thereof to lease payments generated by a portfolio of retail lease contracts owned by Bank (the Titling Trust "Accounts"), and recoveries on Defaulted Receivables. To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. The Bank hereby agrees with the underwriter[s] for the Class A Certificates listed on Schedule A hereto (the "Class A Underwriter[s]") and the proceeds from underwriter[s] for 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 Class B Certificates listed on [_____] Schedule A hereto (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 [_____"Class B Underwriter[s], [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 AgreementClass A Underwriter[s], 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 "Underwriter[s]") 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.follows:

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 MMCA Auto Receivables Trust (the “Certificates”) "Seller"), a Delaware business trust established pursuant to the Amended and Restated Trust Agreement, dated as of the Toyota Auto Lease Trust 20[__]-[__] October 1, 1999 (the “Trust”"MART Trust Agreement"). Pursuant , between Mitsubishi Motors Credit of America, Inc. ("MMCA") and Chase Manhattan Bank USA, N.A., as trustee (the "MART Trustee"), proposes, subject to the terms hereofand conditions stated herein, to cause MMCA Auto Owner Trust 2001-1 (the Seller agrees "Trust") to issue and sell to each of the several underwriters named in Schedule I A 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 acting severally and not Underwritten Notes and] the Certificatesjointly, which will not be sold hereunder. for [__________],[_____] is acting as representative (the "Representative"), $__________] ____ aggregate principal amount of _____% Class A-1 Asset Backed Notes (the "Class A-1 Notes"), $______________ aggregate principal amount of _____% Class A-2 Asset Backed Notes (the "Class A-2 Notes"), $______________ aggregate principal amount of _____% Class A-3 Asset Backed Notes (the "Class A-3 Notes") and $__________ aggregate principal amount of _____% Class A-4 Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes"). Concurrently with the issuance and sale of the Class A Notes as contemplated herein, the Trust will issue $______________ aggregate principal amount of _____% Class B Asset Backed Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes"). The Class B Notes will be sold pursuant to a Class B Underwriting Agreement, dated _________, 2001 (the "Class B Underwriting Agreement"), between the Seller 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”"Class B Underwriter"). The Notes will be issued pursuant to the Indenture to be Indenture, dated as of [_____] ____ 1, 2001 (the “"Indenture”"), between the Trust and [_____] The Bank of Tokyo-Mitsubishi Trust Company, as trustee (the “"Indenture Trustee”"). TMCC has caused Concurrently with the Seller to form issuance and sale of the Notes as contemplated herein, 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] [will issue $______], a [____], as owner trustee (the “Owner Trustee”) [and [______], a [____], as Delaware trustee _ aggregate principal amount of certificates (the “Delaware Trustee”"Certificates")]. TMCC, as administrator (each representing an interest in such capacity, the “Administrator”) will perform certain administrative tasks on behalf property 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 Trust (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”Property"). The Titling Trust was formed Seller will retain the Certificates. The Certificates will be issued pursuant to the Amended 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 Restated 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 _ 1, 2001 (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 Wilmington Trust Company, as trustee (the UTI Beneficiary, the UTI Beneficiary "Owner Trustee"). The Certificates will sell the SUBI Certificate be subordinated 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 TrustNotes.

Introductory. Toyota LeasingConn’s Receivables Funding 2022-A, Inc.LLC (the “Issuer”) proposes to sell $275,600,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class A, Series 2022-A (the “Class A Notes”) and $132,090,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class B, Series 2022-A (the “Class B Notes”, and together with the Class A Notes, the “Purchased Notes” or the “Offered Series 2022-A Notes”) to you as initial purchasers (the “Initial Purchasers”). The Purchased Notes, together with $63,090,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class C, Series 2022-A (the “Class C Notes”) and the Asset Backed Class R Notes, Series 2022-A (the “Class R Notes” and, collectively with the Class C Notes and the Purchased Notes, the “Notes”) will be issued pursuant to a California corporation Base Indenture, to be dated as of July 21, 2022 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of July 21, 2022 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and Computershare Trust Company, National Association, as trustee (in such capacity, the “Trustee”). The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in Conn’s Receivables 2022-A Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of July 21, 2022 (the “Trust Agreement”) between Conn Appliances Receivables Funding, LLC (the “Depositor”) and Wilmington Trust, National Association (the “Receivables Trust Trustee”). The assets of the Receivables Trust will consist primarily of certain retail installment sales contracts and installment loans (the “Receivables”) made to finance customer purchases of Merchandise from Conn Appliances, Inc. (“Conn Appliances”), which were previously conveyed to Conn Credit I, LP (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes certain related rights. The Receivables Trust Certificate will be sold 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 Issuer pursuant to the terms hereofof a Purchase and Sale Agreement, 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 [_____] July 21, 2022 (the “IndenturePurchase and Sale Agreement”), between the Trust Depositor and [_____] the Issuer. The Class C Notes and the Class R Notes will be retained by the Depositor on the Closing Date (as defined below). The Receivables will be sold (i) by the Seller to the Depositor pursuant to a First Receivables Purchase Agreement, to be dated as of July 21, 2022 (the “Indenture TrusteeFirst Receivables Purchase Agreement”). TMCC has caused , between the Seller and the Depositor, and (ii) by the Depositor to form the Receivables Trust pursuant to a trust agreementSecond Receivables Purchase Agreement, to be dated as amended and restated by the Amended and Restated Trust Agreement of July 21, 2022 (the “Trust Second Receivables Purchase Agreement”), between the Depositor and the Receivables Trust. The Receivables will be serviced for the Receivables Trust by Conn Appliances pursuant to the terms of a Servicing Agreement, to be dated as of [_____]July 21, [among]/[between] the Seller [and] [______], a [____], as owner trustee 2022 (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 Servicing Agreement”), among the parties to the Titling Trust AgreementIssuer, 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 (collectivelyReceivables Trust, the “SUBI Assets”). The SUBI Assets will be serviced by TMCC Trustee and Conn Appliances, as servicer (in such capacity, the “Servicer”). Systems & Services Technologies, Inc. (“SST”) will act as the back-up servicer of the Receivables pursuant to the terms of a [____]Back-[_] SUBI servicing supplement to the Titling Trust Up Servicing Agreement, to be dated as of the Closing Date July 21, 2022 (the “SUBI Servicing Supplement” and, together with the Titling Trust Agreement, the “Back-Up Servicing Agreement”), in each case among the Titling TrusteeReceivables Trust, the Servicer Servicer, the Issuer, the Trustee and SST, as back-up servicer (in such capacity, the Trust Agent“Back-Up Servicer”). In connection with the creation issuance of the [____]-[_] SUBINotes, the Titling Trust Conn’s Receivables 2021-A Trust, the Receivables Trust, Conn’s Receivables Warehouse Trust, Conn Appliances, Conn Credit Corporation, Inc. and the Seller will issue also enter into an Eleventh Amended and Restated Intercreditor Agreement, to the UTI Beneficiary a certificate be dated as of July 21, 2022 (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 Intercreditor Agreement”), between with XX Xxxxxx Xxxxx Bank, N.A., as collateral agent, providing for the Seller release of certain of the Receivables from the lien of an existing financing arrangement and related matters. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Indenture. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that the “Closing Date” shall be July 21, 2022, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchasers and the UTI BeneficiaryDepositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the UTI Beneficiary will sell the SUBI Certificate to the SellerOffering Memorandum (each as defined below). Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date this Note Purchase Agreement (the this “Issuer SUBI Certificate Transfer Agreement”), between and subject to the Seller and the Trustterms hereof, the Seller will Issuer agrees to sell the SUBI Certificate Purchased Notes to the TrustInitial Purchasers. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the Purchase and Sale Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and this Agreement are collectively referred to herein as the “Transaction Documents”.

Introductory. Toyota Leasing, Inc.Chrysler Financial Services Americas LLC, a California corporation Michigan limited liability company (“CFSA” or the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCCDepositor”), proposes to cause Chrysler Financial Auto Securitization Trust 200[•]-[•] (the “Trust”) to issue and sell $[______•] aggregate principal amount of its [___]% •]% Asset Backed Notes, Class A-1 [A-2] (the “Class A-1 [A-2] Notes” or the “Offered Notes”) to the several Underwriters identified on Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as Representative (the “Representative”). [If TALF-eligible: Each of the Underwriters is a financial institution appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (a “Primary Dealer”), and may be party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the “FRBNY”), as Lender, various Primary Dealers party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the “MLSA”), in connection with the Term Asset-Backed Securities Loan Facility (“TALF”). References to TALF in this Agreement include any terms and conditions, frequently asked questions and documents posted by the FRBNY at xxxx://xxx.xxxxxxxxxx.xxx/markets/talf.html. The rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, each Underwriter not only in such capacity but also in its capacity as a Primary Dealer, if such Underwriter is also a Primary Dealer, and as a signatory to a letter agreement making such Primary Dealer a party to the MLSA.] The Trust also will issue $[______•] aggregate principal amount of its [___]% •]% Asset Backed Notes, Class A-2 [A-1] (the “Class A-2 [A-1] Notes”), $"[______] aggregate principal amount of [___]% ) and Asset Backed Notes, Class A-3 [B] (the “Class A-3 [B] Notes”)"] and, $[______] 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 Offered Notes [and the Class A-4 [A-1] 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[__]-which Class [__] (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.A-

Introductory. Toyota Leasing, Inc.Chrysler Financial Company L.L.C., a California corporation Michigan limited liability company ("CFC" or 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 cause DaimlerChrysler Auto Trust 200_-_ (the “Class A-1 Notes”), "Trust") to issue and sell $[______] 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. [__________],[_____ principal amount of its __________] and [__________] will act % Asset Backed Certificates (the "Certificates") to the several Underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives for representative (the Underwriters, and in such capacities shall herein be the “Representatives”"Representative"). The assets of the Trust will include, among other things, a special unit pool of beneficial interest issued by the Toyota Lease Trust motor vehicle retail installment sale contracts (the “Titling Trust”"Standard Receivables") 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 right to receive Amortizing Payments with respect to Fixed Value Receivables (the sale Standard Receivables and the Amortizing Payments with respect to the Fixed Value Receivables are referred to herein collectively as the "Receivables") and the related collateral. The Receivables will be serviced for the Trust by CFC (in such capacity, the "Servicer"). The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as 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 [_____] _______, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), among the Seller, as Depositor, Premier Receivables L.L.C., a Michigan limited liability company (the “Cutoff Date”"Company"), and Chase Manhattan Bank Delaware, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_______________ principal amount of its _____% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $_______________ principal amount of its Floating Rate Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $_______________ principal amount of its _____% Asset Backed Notes, Class A-3 (the "Class A-3 Notes"), and $_______________ principal amount of its _____% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes (the "Offered Notes") will be issued sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement") between the Seller and the underwriters named in Schedule I thereto. The Offered Notes and Certificates are sometimes referred to collectively herein as the "Offered Securities". The Seller acknowledges that it will have furnished to the Underwriters, for distribution to potential investors in the Certificates prior to the date on which the Prospectus (as defined in Section 2(a) below) is made available to such potential investors, a term sheet in the form of Exhibit A hereto (the "Collateral Materials"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Sale and Servicing Agreement to be dated as of ____________, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and CFC, as Seller and Servicer, or, if not defined therein, in the Trust Agreement or in the Indenture to be dated as of [_____] _______, 200_ (as amended and supplemented from time to time, 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 indenture trustee (the “Titling "Indenture 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.

Introductory. Toyota Leasing, Inc.CNH Capital Receivables LLC, a California corporation Delaware limited liability company (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to cause CNH Equipment Trust 2008-B (the “Trust”) to issue and sell $[______] aggregate 143,974,000 principal amount of [___]2.91675% Class A-1 Asset Backed Notes, Class A-1 Notes (the “Class A-1 Notes”), $[______] aggregate 67,000,000 principal amount of [___]4.04% Class A-2a Asset Backed Notes, Class A-2 Notes (the “A-2a Notes”); $104,000,000 principal amount of the Floating Rate Class A-2b Asset Backed Notes (the “A-2b Notes”, together with the A-2a Notes, the “A-2 Notes”), ; $[______] aggregate 110,000,000 principal amount of [___]4.78% Class A-3a Asset Backed Notes, Class A-3 Notes (the “A-3a Notes”); $60,000,000 principal amount of the Floating Rate Class A-3b Asset Backed Notes (the “A-3b Notes”, together with the A-3a Notes, the “A-3 Notes”), ; $[______] aggregate 96,257,000 principal amount of [___]5.60% Class A-4a Asset Backed Notes, Class A-4 Notes (the “Class A-4 A-4a Notes”) and $[______] aggregate 30,000,000 principal amount of [___]% Floating Rate Class A-4b Asset Backed Notes, Class B Notes (the “Class B A-4b Notes” and ”, together with the Class A-4a Notes, the “A-4 Notes”, and collectively, the A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Offered 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 (collectively, 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 for whom you are not Underwritten Notes and] the Certificates, which will not be sold hereunder. [__________],[__________] and [__________] will act acting as representatives for the Underwriters, and in such capacities shall herein be (the “Representatives”). The assets Offered Notes, along with $15,673,959 principal amount of the Trust will include, among other things, a special unit of beneficial interest issued by the Toyota Lease Trust 0.00% Class B Asset Backed Notes (the “Titling TrustB Notes” and, together with the “Offered Notes”, the “Notes”) 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 [_____] May 1, 2008 (as amended and supplemented from time to time, the “Indenture”), between the Trust and [_____] The Bank of New York Trust Company, N.A., as indenture trustee (the “Indenture Trustee”). TMCC has caused The B Notes may be placed with investors in transactions exempt from registration under the Securities Act of 1933, as amended, or otherwise retained or acquired by the Seller to form or one of its affiliates. The assets of the Trust pursuant to include, among other things, a trust agreementpool of fixed rate retail installment sale contracts, as amended retail installment loans and restated by the Amended and Restated Trust Agreement consumer installment loans (the “Receivables”) secured by new or used agricultural, construction or other equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust Agreement”)by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, dated as of [_____], [among]/[between] the Seller [and] [______]LLC, a [____], as owner trustee Delaware limited liability company (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 AssetsNew Holland”). The Titling Trust was formed and is governed by an amended and restated titling trust and servicing agreementNew Holland has appointed Systems & Services Technologies, dated as of October 1, 1996, as amended or supplemented from time to time Inc. (the “Titling Trust Agreement”), among TMCC (in such capacity, the “UTI Beneficiary”), TMTT, Inc., as trustee (the “Titling TrusteeSST”) and U.S. Bank Trust National Association (formerly First Bank National Association)to act as backup servicer, as trust agent (the “Trust Agent”). Pursuant to a supplement of the Titling Trust Receivables pursuant to the Backup Servicing Agreement, dated as of May 1, 2008 (as amended and supplemented from time to time, the Closing Date “Backup Servicing Agreement”) among the Seller, New Holland, as servicer, the Trust, SST, as backup servicer, and the Indenture Trustee. Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement and the issuance of the B Notes, the Trust will issue to the Seller certificates representing fractional undivided equity interests in the Trust (the “SUBI SupplementCertificates”). The Notes and the Certificates are sometimes referred to herein as the “Securities.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of May 1, 2008 (as amended and together with the Titling Trust Agreementsupplemented from time to time, the “SUBI Trust Sale and Servicing Agreement”), among the parties to the Titling Trust AgreementTrust, the Titling Trustee will be directed by Seller and New Holland, as servicer, or, if not defined therein, in the UTI Beneficiary Indenture or the Trust Agreement dated as of May 1, 2008 (as amended and supplemented from time 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 (collectivelytime, 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 Wilmington Trust Company, as trustee (the UTI Beneficiary“Trustee”). At or prior to the time when sales to purchasers of the Offered Notes were first made to investors by the several Underwriters, which was approximately 2:11 p.m. (New York time) on May 14, 2008 (the “Time of Sale”), the UTI Beneficiary will sell Seller had prepared the SUBI Certificate following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated May 13, 2008 (the “Preliminary Prospectus Supplement”) to the Sellerbase prospectus dated May 13, 2008 (the “Preliminary Basic Prospectus”) (together, along with information referred to under the caption “Static Pool Data” therein regardless of whether it is deemed a part of the Registration Statement or Prospectus, the “Preliminary Prospectus”). Pursuant If, subsequent to a SUBI certificate transfer agreement, dated as the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted 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, and as a result investors in the Offered Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Issuer SUBI Certificate Transfer AgreementAct”)) for any Offered Notes and the Underwriters enter into new Contracts of Sale with investors in the Offered Notes, between then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Trust, the Seller Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will sell the SUBI Certificate refer to the Trusttime and date on which such new Contracts of Sale were entered into.

Introductory. Toyota Leasing, Inc.Advanta Business Receivables Corp., a California Nevada corporation (the “Seller”) "Company"), proposes, subject to the terms and a wholly owned subsidiary of Toyota Motor Credit Corporationconditions stated herein, to cause Advanta Business Card Master Trust, a California corporation Delaware common law trust (“TMCC”the "Issuer"), proposes to issue $[______] 240,000,000 aggregate principal amount of [___]% Advanta Business Card Master Trust Class A Asset Backed Notes, Class A-1 Series 2001-A (the “"Class A-1 A Notes”"), $[______] 28,500,000 aggregate principal amount of [___]% Advanta Business Card Master Trust Class B Asset Backed Notes, Class A-2 Series 2001-A (the “"Class A-2 B Notes”"), $[______] 21,000,000 aggregate principal amount of [___]% Advanta Business Card Master Trust Class C Asset Backed Notes, Class A-3 Series 2001-A (the “"Class A-3 C 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 A Notes and the Class B Notes, the "Offered Securities") and $10,500,000 aggregate principal amount of Advanta Business Card Master Trust Class D Floating Rate Asset Backed Notes, Series 2001-A (the "Class D Notes" and together with the Class A Notes, the Class A-2 Notes, the Class A-3 B Notes and the Class A-4 C Notes, the “"Notes”) and non-interest bearing certificates that represent the residual interest in the "). The Issuer is a common law trust formed pursuant to a Trust Agreement, dated as of August 1, 2000 (the “Certificates”"Trust Agreement") of between the Toyota Auto Lease Company and Wilmington Trust 20[__]-[__] Company, as owner trustee (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”"Owner Trustee"). The Notes will be issued pursuant to the Indenture to be a Master Indenture, dated as of [_____] August 1, 2000 (the “"Master Indenture”"), between the Issuer and Bankers Trust and [_____] Company, as indenture trustee (the “"Indenture Trustee”"), as supplemented by the Series 2001-A Indenture Supplement with respect to the Notes dated as of April 1, 2001 (the "Indenture Supplement" and together with the Master Indenture, the "Indenture"). TMCC has caused The assets of the Seller Issuer will include, among other things Receivables in a portfolio of MasterCard business revolving credit card accounts of Advanta Bank Corp. 2 The Receivables are transferred to form the Trust Issuer pursuant to a trust agreement, as amended Transfer and restated by the Amended and Restated Trust Agreement (the “Trust Servicing Agreement”), dated as of [_____]August 1, [among]/[between] 2000 (the Seller [and] [______]"Transfer and Servicing Agreement"), a [____]between the Company, Advanta Bank Corp. ("Advanta"), as owner trustee servicer (in such capacity, the "Servicer"), and the Issuer. The Receivables transferred to the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, 2000 (the “Owner Trustee”) ["Receivables Purchase Agreement"), between the Company and [______]Advanta. Advanta granted a security interest in the Receivables to the Indenture Trustee for the benefit of the Noteholders pursuant to a letter agreement dated as of August 1, a [____], as Delaware trustee 2000 (the “Delaware "Security Agreement"), between Advanta and the Indenture Trustee”. Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2000 (the "Administration Agreement")]. TMCC, between Advanta, as administrator (in such capacity, the “"Administrator”) will perform certain administrative tasks on behalf of "), and the TrustIssuer. The Transfer and Servicing Agreement, the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement (the “Administration Receivables Purchase 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 (collectivelyIndenture, 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 the Security Agreement and the Administration Agreement are referred to herein, collectively, as of the Closing Date "Transaction Documents." This Underwriting Agreement is referred to herein as this "Agreement." To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Transaction Documents. Advanta and the Company hereby agree with the underwriters for the Class A Notes listed on Schedule A hereto (the “SUBI Supplement”"Class A Underwriters"), the underwriters for the Class B Notes listed on Schedule A hereto (the "Class B Underwriters"), and the underwriters for the Class C Notes listed on Schedule A hereto (the "Class C Underwriters," and together with the Titling Trust AgreementClass A Underwriters and the Class B Underwriters, 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 "Underwriters") 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.follows:

Introductory. Toyota Leasing, Inc.CNH Capital Receivables LLC, a California corporation Delaware limited liability company (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to cause CNH Equipment Trust 20XX-Y (the “Trust”) to issue $[______] aggregate $ principal amount of [___]% Class A-1 Asset Backed Notes, Class A-1 Notes (the “Class A-1 Notes”), $[______•] aggregate principal amount of [___]% •]% Class A-2 Asset Backed Notes, Class A-2 Notes (the “Class A-2 Notes”), $[______] aggregate $ principal amount of [___]% Class A-3 Asset Backed Notes, Class A-3 Notes (the “Class A-3 Notes”), $[______] aggregate $ principal amount of [___]% Class A-4 Asset Backed Notes, Class A-4 Notes (the “Class A-4 Notes”) , and $[______] aggregate principal amount of [___]% Asset Backed Notescollectively, Class B (the “Class B Notes” and together with the Class A-1 Notes, the Class A-2[a] Notes, [$ principal amount of Floating Rate Class A-2b Asset Backed Notes (the “A-2b Notes”, together with the A-2[a] Notes, the “A-2 Notes, ”),] the Class A-3 Notes and the Class A-4 Notes, the “Class A Notes”) and non-interest bearing certificates that represent the residual interest in the Trust $ principal amount of % Class B Asset Backed Notes (the “Certificates”) of Class B Notes” and, together with the Toyota Auto Lease Trust 20[__]-[__] (Class A Notes, the “TrustNotes”). Pursuant to the terms hereof, the Seller agrees to sell the Class A Notes and the Class B Notes to each of the several underwriters named in Schedule I hereto (collectively, the “Underwriters”) a portion of each of the [describe the classes of underwritten notes] ), for whom you are acting as representatives (the “Underwritten NotesRepresentatives”) ), in the respective amount amounts 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 [_____] Month Day], 20XX (as amended and supplemented from time to time, the “Indenture”), between the Trust and [_____] Citibank, N.A.], as indenture trustee (the “Indenture Trustee”). TMCC has caused the Seller to form The assets of the Trust pursuant to include, among other things, [a trust agreement, as amended pool of fixed rate retail installment sale contracts and restated by the Amended and Restated Trust Agreement retail installment loans] (the “Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust Agreementby the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”), . The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement to be dated as of [_____Month Day], [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 20XX (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 (time, the “Titling Trust Asset Representations Review 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.the

Introductory. Toyota Leasing, Inc.World Omni Auto Leasing LLC, a California corporation Delaware limited liability company (the “SellerDepositor”) ), and a wholly owned subsidiary of Toyota Motor Credit CorporationWorld Omni Financial Corp., a California Florida corporation (“TMCCWorld Omni”), proposes hereby confirm their respective agreements with you (collectively, the “Underwriters”), that the Depositor will sell to issue the Underwriters $[______] 99,210,000 aggregate principal amount of [___]0.30137% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[______] 249,050,000 aggregate principal amount of [___]0.81% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[______] 249,450,000 aggregate principal amount of [___]1.49% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $[______] 86,660,000 aggregate principal amount of [___]1.78% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $[______] 32,390,000 aggregate principal amount of [___]2.10% Asset Backed Notes, Class B (the “Class B Notes” ”) of World Omni Automobile Lease Securitization Trust 2011-A (the “Trust”) on the Closing Date (as defined below) pursuant to the terms and together with the conditions herein contained. The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, Class A-4 Notes and the Class A-4 Notes, B Notes are collectively referred to herein as the “Notes”) and non-interest bearing certificates that represent . The Notes will be issued pursuant to an Indenture (as amended, restated, modified or supplemented from time to time, the residual interest in “Indenture”), to be dated as of the Closing Date, between the Trust and The Bank of New York Mellon, as indenture trustee (in such capacity, the “Indenture Trustee”). The Depositor will retain the asset backed certificates (the “Certificates”) issued pursuant to a trust agreement, to be dated as of the Toyota Auto Lease Closing Date, between the Depositor and U.S. Bank Trust 20[__]-[__] National Association, as owner trustee (in such capacity, the “TrustOwner Trustee”) (as amended, restated, modified or supplemented from time to time, the “Trust Agreement”). Pursuant The Certificates will be subordinated to the terms hereof, Notes to 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”) extent described in the respective amount listed on Schedule I heretoBasic Documents (as defined below). The Seller, TMCC or one or more of its affiliates initially Notes will retain [[describe be secured by 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 which will include, among other things, a special unit the Exchange Note (as defined below). On the Closing Date, World Omni LT (“WOLT”) shall, pursuant to (i) that certain Fourth Amended and Restated Collateral Agency Agreement, dated as of beneficial interest issued December 15, 2009, as amended, by the Toyota and among WOLT, Auto Lease Trust Finance LLC (“ALF”), AL Holding Corp. (the “Titling TrustClosed-End Collateral Agent”), Bank of America, N.A. (the “Deal Agent”), U.S. Bank National Association (the “Closed-End Administrative Agent”) which entitles the holder thereof to lease payments generated by a portfolio of retail lease contracts owned by the Titling Trust and the proceeds secured parties from time to time named therein (as amended, restated, modified or supplemented from time to time, the “Collateral Agency Agreement”) and (ii) a 2011-A Exchange Note Supplement to Collateral Agency Agreement, to be dated as of the Closing Date, by and among XXXX, XXX, the Closed-End Collateral Agent and the Closed-End Administrative Agent (as amended, restated, modified or supplemented from time to time, the “Exchange Note Supplement”), issue a closed-end exchange note (the “Exchange Note”) to ALF evidencing WOLT’s payment obligations in respect of certain Advances acquired by XXX from the sale Warehouse Facility Lenders under the respective Warehouse Facilities and certain additional advances made by XXX to WOLT. Amounts due on the Exchange Note will be paid from the cash flow from a pool of new automobile and light-duty truck leases and the motor related leased vehicles (or equivalent cash amounts substituted under a vehicle like-kind exchange program) leased under those contracts, and certain monies due or received thereunder after the close of business on [_____] April 8, 2011 (the “Cutoff Date”). The Notes XXX will be issued sell the Exchange Note to the Depositor pursuant to the Indenture an Exchange Note Sale Agreement, to be dated as of [_____] (the “Indenture”)Closing Date, 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 ALF and the Indenture Trustee imposed on them under the Basic Documents Depositor (as defined below) pursuant to an Administration Agreement (the “Administration Agreement”) dated as of [_____] among the Trustamended, the Indenture Trustee and the Administrator. The Titling Trust was created to take assignments and conveyances ofrestated, 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 modified or supplemented from time to time (time, the “Titling Trust Exchange Note Sale Agreement”). The Exchange Note will be transferred by the Depositor to the Trust pursuant to an Exchange Note Transfer Agreement, among TMCC to be dated as of the Closing Date, between the Depositor and the Trust (in such capacityas amended, restated, modified or supplemented from time to time, the “UTI BeneficiaryExchange Note Transfer Agreement”). World Omni will continue to service the Transaction Units after the issuance of the Exchange Note pursuant to an Exchange Note Servicing Supplement 2011-A to Closed-End Servicing Agreement, to be dated as of the Closing Date, among World Omni, WOLT and the Closed-End Collateral Agent (as amended, restated, modified or supplemented from time to time, the “Exchange Note Servicing Supplement”), TMTT, Inc., as trustee (the “Titling Trustee”) which supplements that certain Fifth Amended 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 Restated Servicing Agreement, dated as of the Closing Date (the “SUBI Supplement”December 15, 2009, among World Omni, as closed-end servicer, WOLT, as titling trust, and together with the Titling Trust AgreementClosed-End Collateral Agent (as amended, the “SUBI Trust Agreement”)restated, among the parties modified or supplemented from time to the Titling Trust Agreementtime, the Titling Trustee will be directed including as supplemented 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 Exchange Note Servicing Supplement” and, together with the Titling Trust Agreement, the “Servicing Agreement”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in (i) Appendix A to the Indenture or (ii) if not defined therein, in each case among Appendix A to the Titling TrusteeCollateral Agency Agreement. As used herein, the Servicer and term “Basic Documents” refers to the Trust Agent. In connection with Indenture, the creation of Collateral Agency Agreement, the [____]Closed-[_] SUBIEnd Administration Agreement, the Titling Trust will issue Agreement, the Intercreditor Agreement, the Master Exchange Agreement, the Exchange Note Supplement, the Exchange Note Sale Agreement, the Exchange Note Transfer Agreement, the Security Agreement, the Servicing Agreement, the Administration Agreement, to the UTI Beneficiary a certificate (the “SUBI Certificate”) representing the entire beneficial interest in the [____]-[_] SUBI. Pursuant to a SUBI certificate transfer agreement, be dated as of the Closing Date (Date, by and among the “SUBI Certificate Transfer Agreement”)Trust, between the Seller World Omni, as administrator, and the UTI BeneficiaryIndenture Trustee and the Issuer Letter of Representations, the UTI Beneficiary will sell the SUBI Certificate to the Seller. Pursuant to a SUBI certificate transfer agreement, be dated as of the Closing Date Date, between the Trust and The Depository Trust Company. At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 12:10 p.m. on April 27, 2011, (the “Issuer SUBI Certificate Transfer AgreementTime of Sale”), between the Seller Depositor had prepared the following information (together, as a whole, the “Time of Sale Information”): (i) the preliminary prospectus supplement dated April 18, 2011, and the Trustbase prospectus dated April 18, 2011 (together, along with any information referred to under the caption “Static Pool Information” therein, the Seller will sell “Preliminary Prospectus”), and (ii) each “free writing prospectus” (as defined pursuant to Rule 405 of the SUBI Certificate to the Trust.Securities Act of 1933, as amended (the

Introductory. Toyota LeasingWFN Credit Company, Inc., a California corporation LLC ("WFN LLC") proposes to cause World Financial Network Credit Card Master Note Trust (the “Seller”"Issuer") and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue $[______] 350,000,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class A Fixed Rate Asset Backed Notes, Class A-1 Series 2016‑C (the “"Class A-1 A Notes”"), $[______] 21,875,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Class A-2 Series 2016‑C (the “"Class A-2 M Notes”"), $[______] 17,270,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Class A-3 Series 2016‑C (the “"Class A-3 B Notes”"), $[______] 51,809,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class C Asset Backed Notes, Class A-4 Series 2016‑C (the “"Class A-4 C Notes”) "), and $[______] 19,573,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Class B Series 2016‑C (the “"Class B D Notes” and together with ") (collectively, the Class A-1 A Notes, the Class A-2 M Notes, the Class A-3 B Notes, the Class C Notes and the Class A-4 D Notes are the "Notes"). The Class A Notes and the Class M Notes are referred to collectively herein as the "Underwritten Notes". The Class B Notes, the “Class C Notes and the Class D Notes (referred to collectively herein as the "Retained Notes”") will be retained by WFN LLC (referred to herein as the "Retained Note Transaction"). X.X. Xxxxxx Securities LLC, Mizuho Securities USA Inc., and non-interest bearing certificates that represent MUFG Securities Americas Inc., each as a representative of the residual interest in Underwriters (as defined below) may be referred to herein individually as a "Representative" and collectively as the "Representatives." The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Certificates”) of the Toyota Auto Lease "Transferor"), and U.S. Bank Trust 20[__]-[__] National Association ("U.S. Bank"), as successor to Chase Bank USA, National Association ("Chase"), as owner trustee (the “Trust”"Owner Trustee"). Pursuant to , as supplemented by the terms hereofInstrument of Resignation, Appointment and Acceptance (the "Instrument of Resignation"), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, 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"Trust Agreement"), and in such capacities shall herein be (b) the “Representatives”. The assets filing of a certificate of trust with the Trust will includeSecretary of State of Delaware on July 27, among other things2001, a special unit of beneficial interest issued as amended by the Toyota Lease Certificate of Amendment to Certificate of Trust (of World Financial Network Credit Card Master Note Trust, filed with the “Titling Trust”) which entitles the holder thereof to lease payments generated by a portfolio Secretary of retail lease contracts owned by the Titling Trust and the proceeds from the sale State of the motor vehicles (or equivalent cash amounts substituted under a vehicle like-kind exchange program) leased under those contractsDelaware on September 29, and certain monies received thereunder after the close of business on [_____] (the “Cutoff Date”)2006. The Notes will be issued pursuant to the Indenture to be dated as of [_____] (the “a Master 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 [_____]August 1, [among]/[between] the Seller [and] [______], a [____]2001, as owner amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010, the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, the Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, each between the Issuer and MUFG Union Bank, National Association (formerly known as Union Bank, National Association) ("Union Bank"), as successor to The Bank of New York Mellon Trust Company, N.A. ("BNYMTCNA") (the successor in interest to the corporate trust administration of BNY Midwest Trust Company ("BNYMTC") (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Owner "Indenture Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) [and [______], a [____], as Delaware trustee (the “Delaware Trustee”"Bank")]. TMCC, as administrator (in such capacity, the “"Administrator”) will perform certain administrative tasks on behalf of the Trust"), the Owner Trustee Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement (the “Administration Agreement”) of Resignation, Appointment and Acceptance, dated as of [_____] June 26, 2012 (the "Successor Indenture Trustee Agreement"), by and among the TrustAdministrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the Administrator. The Titling Trust was created to take assignments and conveyances of"Master Indenture"), and as further supplemented by the Series 2016‑C Indenture Supplement with respect to hold in trustthe Notes, various leasesto be dated as of November 3, vehicles and certain related assets 2016 (collectivelythe "Indenture Supplement" and, together with the Master Indenture, the “Trust Assets”"Indenture"). The Titling primary asset of the Issuer is a certificate (the "Collateral Certificate") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust was formed ("WFNMT"), issued pursuant to the Second Amended and is governed by an Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated titling trust as of September 17, 1999, as amended and servicing agreementrestated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the "Servicer"), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the "WFNMT Trustee"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the "Successor Trustee Agreement"), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the "Amended and Restated Pooling and Servicing Agreement"), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 and as of July 6, 2016 (as heretofore amended, the "Collateral Supplement" and, together with the Amended and Restated Pooling and Servicing Agreement, the "PSA"). The assets of WFNMT include, among other things, certain amounts due (the "Receivables") on a pool of private-label credit card accounts of the Bank (the "Accounts"). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 19962001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010, the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 and the Third Amendment to the Receivables Purchase Agreement, dated as of July 6, 2016 (as heretofore amended, the "Receivables Purchase Agreement"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011, the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 and the Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016 (as heretofore amended, the "TSA"), among the Transferor, the Servicer, and the Issuer. References to the "Omnibus Amendment" herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the "Asset Representations Reviewer") in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of July 6, 2016 (as amended or supplemented from time to time (time, the “Titling Trust "Asset Representations Review Agreement”"), among TMCC (in such capacitythe Bank, the “UTI Beneficiary”)Transferor, TMTTthe Servicer, Inc., as trustee (the “Titling Trustee”) Issuer and U.S. the Asset Representations Reviewer. The Bank Trust National Association (formerly First Bank National Association), as trust agent (the “Trust Agent”). Pursuant has agreed to a supplement provide notices and perform on behalf of the Titling Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the Closing Date (the “SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), among the parties First Amendment 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 Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the Closing Date ("Administration Agreement"), between the “SUBI Servicing Supplement” andBank, together with as Administrator, and the Titling Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the “Servicing Agreement”), in each case among the Titling Trustee, the Servicer Administration Agreement and the Trust Agent. In connection with Asset Representations Review Agreement are referred to herein, collectively, as the creation of "Program Documents." This Underwriting Agreement is referred to herein as this "Agreement." To the [____]-[_] SUBIextent not defined herein, capitalized terms used herein have the Titling Trust will issue to the UTI Beneficiary a certificate (the “SUBI Certificate”) representing the entire beneficial interest meanings assigned 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 TrustProgram Documents.

Introductory. Toyota LeasingWFN Credit Company, Inc., a California corporation LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “SellerIssuer”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue $[______] 355,500,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class A Fixed Rate Asset Backed Notes, Class A-1 Series 2010-A (the “Class A-1 A Notes”), $[______] 16,875,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Class A-2 Series 2010-A (the “Class A-2 M Notes”), $[______] 21,375,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class B Fixed Rate 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 Series 2010-A (the “Class B Notes” ”), and together with $56,250,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Fixed Rate Asset Backed Notes, Series 2010-A (the “Class C Notes”) (collectively, the Class A-1 A Notes, the Class A-2 M Notes, the Class A-3 B Notes and the Class A-4 Notes, C Notes are 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 hereofThe Class A Notes, the Seller agrees Class M Notes and the Class B Notes referred 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] (collectively herein as the “Underwritten Notes”) in the respective amount listed on Schedule I hereto. The SellerClass C Notes will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). Barclays Capital Inc. and Banc of America Securities LLC, TMCC or one or more each as a representative of its affiliates initially will retain [[describe the classes of retained notes] that are not Underwritten Notes and] the CertificatesClass A Underwriters (as defined below), which will not may be sold hereunder. [__________],[__________] referred to herein individually as a “Representative” and [__________] will act collectively as representatives for the Underwriters, and in such capacities shall herein be the “Representatives”. .” The assets of the Trust will include, among other things, Issuer is 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 Delaware statutory trust formed 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 a) an Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of [_____]August 1, [among]/[between] 2001, between WFN LLC, as transferor (the Seller [and] [______]“Transferor”), a [____]and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”) [and [______], a [____]), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008 and the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010, each between the Issuer and The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”), as successor to BNY Midwest Trust Company (“BNYMTC”), as indenture trustee (the “Delaware Indenture Trustee”)]. TMCC, and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the World Financial Network National Bank (the “Bank”), as administrator (in such capacity, the “Administrator”) will perform certain administrative tasks on behalf of the Trust), the Owner Trustee Issuer, BNYMTC, as resigning Indenture Trustee, and the BNYMTCNA, as successor Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2010-A Indenture Supplement with respect to an Administration Agreement the Notes, to be dated as of July 8, 2010 (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 AgreementMaster Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008 and the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010, each among the Transferor, the Bank, as servicer (the “Servicer”), and BNYMTCNA, as successor to BNYMTC (the successor-in-interest to the corporate trust administration of Xxxxxx Trust and Savings Bank), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), in each case among and as further supplemented by the Titling Trustee, the Servicer and the Trust Agent. In connection with the creation of the [____]-[_] SUBI, the Titling Trust will issue Collateral Series Supplement to the UTI Beneficiary a certificate (the “SUBI Certificate”) representing the entire beneficial interest in the [____]-[_] SUBI. Pursuant to a SUBI certificate transfer agreementAmended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the Closing Date “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “SUBI Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 (the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007 and the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Seller Bank, as Administrator, and the UTI BeneficiaryIssuer. The TSA, the UTI Beneficiary will sell PSA, the SUBI Certificate Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to the Seller. Pursuant to a SUBI certificate transfer agreementherein, dated collectively, as of the Closing Date (the “Issuer SUBI Certificate Transfer Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement”).” To the extent not defined herein, between capitalized terms used herein have the Seller and meanings assigned in the Trust, the Seller will sell the SUBI Certificate to the TrustProgram Documents.

Introductory. Toyota LeasingWFN Credit Company, Inc., a California corporation LLC ("WFN LLC") proposes to cause World Financial Network Credit Card Master Note Trust (the “Seller”"Issuer") and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue $[______] 300,000,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class A Fixed Rate Asset Backed Notes, Class A-1 Series 2018-C (the “"Class A-1 A Notes”"), $[______] 22,297,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Class A-2 Series 2018-C (the “"Class A-2 M Notes”), ") and $[______] 15,203,000 aggregate WFN 2018-C Underwriting Agreement principal amount of [___]% World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Class A-3 Series 2018-C (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 ") (collectively, the Class A-1 A Notes, the Class A-2 Notes, the Class A-3 M Notes and the Class A-4 B Notes are the "Notes"). The Class A Notes and the Class M Notes are referred to collectively herein as the "Underwritten Notes". The Class B Notes (referred to herein as the "Retained Notes") will be retained by WFN LLC (referred to herein as the "Retained Note Transaction"). Xxxxx Fargo Securities, LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc., each as a representative of the Underwriters (as defined below) may be referred to herein individually as a "Representative" and collectively as the "Representatives". The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the "Transferor"), and U.S. Bank Trust National Association ("U.S. Bank"), as successor to Chase Bank USA, National Association ("Chase"), as owner trustee (the "Owner Trustee"), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the "Instrument of Resignation"), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, 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”Agreement"). 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 (b) the “Representatives”. The assets filing of a certificate of trust with the Trust will includeSecretary of State of Delaware on July 27, among other things2001, a special unit of beneficial interest issued as amended by the Toyota Lease Certificate of Amendment to Certificate of Trust (of World Financial Network Credit Card Master Note Trust, filed with the “Titling Trust”) which entitles the holder thereof to lease payments generated by a portfolio Secretary of retail lease contracts owned by the Titling Trust and the proceeds from the sale State of the motor vehicles (or equivalent cash amounts substituted under a vehicle like-kind exchange program) leased under those contractsDelaware on September 29, and certain monies received thereunder after the close of business on [_____] (the “Cutoff Date”)2006. The Notes will be issued pursuant to the Indenture to be dated as of [_____] (the “a Master 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 [_____]August 1, [among]/[between] the Seller [and] [______], a [____]2001, as owner amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010, the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, the Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, each between the Issuer and MUFG Union Bank, National Association (formerly known as Union Bank, National Association) ("Union Bank"), as successor to The Bank of New York Mellon Trust Company, N.A. ("BNYMTCNA") (the successor in interest to the corporate trust administration of BNY Midwest Trust Company ("BNYMTC") (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Owner "Indenture Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) [and [______], a [____], as Delaware trustee (the “Delaware Trustee”"Bank")]. TMCC, as administrator (in such capacity, the “"Administrator”) will perform certain administrative tasks on behalf of the Trust"), the Owner Trustee Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement (the “Administration Agreement”) of Resignation, Appointment and Acceptance, dated as of [_____] June 26, 2012 (the "Successor Indenture Trustee Agreement"), by and among the TrustAdministrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the Administrator. The Titling Trust was created to take assignments and conveyances of"Master Indenture"), and as further supplemented by the Series 2018-C Indenture Supplement with respect to hold in trustthe Notes, various leasesto be dated as of November 7, vehicles and certain related assets 2018 (collectivelythe "Indenture Supplement" and, together with the Master Indenture, the “Trust Assets”"Indenture"). The Titling primary asset of the Issuer is a certificate (the "Collateral Certificate") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust was formed WFN 2018-C Underwriting Agreement ("WFNMT"), issued pursuant to the Second Amended and is governed by an Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated titling trust as of September 17, 1999, as amended and servicing agreementrestated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, the Ninth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 19962016, and the Tenth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 16, 2018, each among the Transferor, the Bank, as servicer (the "Servicer"), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the "WFNMT Trustee"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the "Successor Trustee Agreement"), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the "Amended and Restated Pooling and Servicing Agreement"), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 and as of July 6, 2016 (as heretofore amended, the "Collateral Supplement" and, together with the Amended and Restated Pooling and Servicing Agreement, the "PSA"). The assets of WFNMT include, among other things, certain amounts due (the "Receivables") on a pool of private-label credit card accounts of the Bank (the "Accounts"). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010, the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 and the Third Amendment to the Receivables Purchase Agreement, dated as of July 6, 2016 (as heretofore amended, the "Receivables Purchase Agreement"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of WFN 2018-C Underwriting Agreement June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011, the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 and the Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016 (as heretofore amended, the "TSA"), among the Transferor, the Servicer, and the Issuer. References to the "Omnibus Amendment" herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the "Asset Representations Reviewer") in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of July 6, 2016 (as amended or supplemented from time to time (time, the “Titling Trust "Asset Representations Review Agreement”"), among TMCC (in such capacitythe Bank, the “UTI Beneficiary”)Transferor, TMTTthe Servicer, Inc., as trustee (the “Titling Trustee”) Issuer and U.S. the Asset Representations Reviewer. The Bank Trust National Association (formerly First Bank National Association), as trust agent (the “Trust Agent”). Pursuant has agreed to a supplement provide notices and perform on behalf of the Titling Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the Closing Date (the “SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), among the parties First Amendment 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 Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the Closing Date ("Administration Agreement"), between the “SUBI Servicing Supplement” andBank, together with as Administrator, and the Titling Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the “Servicing Agreement”), in each case among the Titling Trustee, the Servicer Administration Agreement and the Trust Agent. In connection with Asset Representations Review Agreement are referred to herein, collectively, as the creation of "Program Documents." This Underwriting Agreement is referred to herein as this "Agreement." To the [____]-[_] SUBIextent not defined herein, capitalized terms used herein have the Titling Trust will issue to the UTI Beneficiary a certificate (the “SUBI Certificate”) representing the entire beneficial interest meanings assigned 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 TrustProgram Documents.

Introductory. Toyota Leasing, Inc.Advanta Business Receivables Corp., a California Nevada corporation (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCCCompany”), proposes proposes, subject to the terms and conditions stated herein, to cause Advanta Business Card Master Trust, a Delaware common law trust (the “Issuer”), to issue $[______] 200,000,000 aggregate principal amount of [___]% Advanta Business Card Master Trust AdvantaSeries Class A(2007-A1) Asset Backed Notes, Class A-1 Notes (the “Class A-1 A(2007-A1) Notes”), $[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-2 (” or 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 Offered Notes”) and $[______] 100,000,000 aggregate principal amount of [___]% AdvantaSeries Class B(2007-B1) Asset Backed Notes, Class B Notes (the “Class B B(2007-B1) Notes”) and $25,000,000 aggregate principal amount of AdvantaSeries Class D(2007-D1) Asset Backed Notes (the “Class D Notes” and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 A(2007-A1) Notes and the Class A-4 B(2007-B1) 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 Issuer is a common law trust formed pursuant to the Indenture to be a Trust Agreement, dated as of [_____] (the “Indenture”)August 1, 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 2000 (the “Trust Agreement”), dated as of [_____], [among]/[between] ) between the Seller [and] [______], a [____]Company and Wilmington Trust Company, as owner trustee (the “Owner Trustee”) [and [______], a [____]), as Delaware amended by Amendment No. 1 to the Trust Agreement, dated as of May 9, 2006, between the Company and the Owner Trustee. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2000 (the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Delaware Indenture Trustee”)], as amended by Amendment No. TMCC1 to the Master Indenture, dated as of May 9, 2006, between the Owner Trustee and the Indenture Trustee, as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class A(2007-A1) Terms Document, the Class B(2007-B1) Terms Document and the Class D(2007-D1) Terms Document, each dated as of February 21, 2007 (the AdvantaSeries Indenture Supplement, together with such terms documents, the “Indenture Supplement” and together with the Master Indenture, the “Indenture”). The assets of the Issuer will include Receivables and payments thereon in a portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the Issuer pursuant to a Transfer and Servicing Agreement, dated as of August 1, 2000 (the “Transfer and Servicing Agreement”), among the Company, Advanta Bank Corp. (“Advanta”), as servicer (in such capacity, the “Servicer”), and the Issuer, as amended by Amendment No. 1 to the Transfer and Servicing Agreement, dated as of May 9, 2006, among the Company, the Servicer and the Issuer. The Receivables transferred to the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, 2000 (the “Receivables Purchase Agreement”), between the Company and Advanta. Advanta granted a security interest in the Receivables to the Indenture Trustee for the benefit of the Noteholders pursuant to a letter agreement dated as of August 1, 2000 (the “Security Agreement”), between Advanta and the Indenture Trustee. Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2000 (the “Administration Agreement”), between Advanta, as administrator (in such capacity, the “Administrator”) will perform certain administrative tasks on behalf of ), and the TrustIssuer. The Transfer and Servicing Agreement, the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement (the “Administration Receivables Purchase 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 (collectivelyIndenture, 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”)Security Agreement and the Administration Agreement are referred to herein, among the parties to the Titling Trust Agreementcollectively, the Titling Trustee will be directed by the UTI Beneficiary to establish a special unit of beneficial interest to be known as the “[____]-[_] SUBITransaction Documents.” The Titling Trustee will allocate a portfolio consisting of lease agreements This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Transaction Documents. Advanta and the Company hereby agree with the underwriters for the Offered Notes listed on Schedule A hereto (the “[____]-[_] LeasesUnderwriters”) 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.follows:

Introductory. Toyota Leasing, Inc., a California corporation (the “Seller”) "Transferor"), 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”) hereby confirm their respective agreements with you 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 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 Transferor to the Underwriters of $[ ] aggregate principal amount of Adjustable Rate Auto Lease Asset Backed Certificates, Class A-1 (the "Class A-1 Certificates"), $[ ] aggregate principal amount of Adjustable Rate Auto Lease Asset Backed Certificates, Class A-2 (the "Class A-2 Certificates") a portion and $[ ] aggregate principal amount of each Adjustable Rate Auto Lease Asset Backed Certificates, Class A-3 (the "Class A-3 Certificates" and, together with the Class A-1 Certificates and the Class A-2 Certificates, the "Class A Certificates") of the [describe the classes of underwritten notes] Toyota Auto Lease Trust 1998-C (the “Underwritten Notes”"Securitization Trust") under the terms and conditions herein contained. Simultaneously with the issuance of the Class A Certificates, the Transferor will cause the Trust to issue $[ ] aggregate principal amount of Adjustable Rate Auto Lease Asset Backed Certificates, Class B (the "Adjustable Rate Class B Certificates"), and $[ ] aggregate principal amount of Fixed Rate Auto Lease Asset Backed Certificates, Class B (the "Fixed Rate Class B Certificates" and, together with the Adjustable Rate Class B Certificates, the "Class B Certificates"). The Class B Certificates and the Class A Certificates are collectively referred to herein as the "Investor Certificates". The Investor Certificates will be issued pursuant to a securitization trust agreement, dated as of [November ], 1998 (the "Securitization Trust Agreement"), between the Transferor and U.S. Bank National Association ("U.S. Bank"), as trustee (in such capacity, the "Securitization Trustee"). The Investor Certificates will represent undivided interests in the respective amount listed on Schedule I heretoSecuritization Trust. The SellerTransferor will own the undivided interest in the Securitization Trust not evidenced by the Investor Certificates (the "Transferor Interest"). The Class B Certificates will be subordinated to the Class A Certificates, TMCC or one or more of its affiliates initially and the certificate evidencing the Transferor Interest (the "Transferor Certificate" and, together with the Investor Certificates, the "Certificates") will retain [[describe be subordinated to the classes of retained notes] Investor Certificates, in each case to the extent described in the Securitization Trust Agreement. Capitalized terms used herein that are not Underwritten Notes and] otherwise defined herein shall have the Certificates, which will not be sold hereunder. [__________],[__________] and [__________] will act as representatives for meanings ascribed thereto in the Underwriters, and in such capacities shall herein be the “Representatives”Securitization Trust Agreement. The assets property of the Securitization Trust will include, among other things, consist primarily of a certificate representing substantially all of a special unit of beneficial interest issued by (the "1998-C SUBI"), which, in turn, will evidence a beneficial interest in certain specified assets of Toyota Lease Trust, a Delaware business trust (the "Titling Trust"), monies on deposit in the SUBI Collection Account, and the right to receive payments from the Reserve Fund in certain circumstances (collectively, the "1998-C SUBI Assets"). The assets of the Titling Trust (the “"Titling Trust”Trust Assets") which entitles the holder thereof to lease payments generated by a portfolio will consist primarily of retail closed-end lease contracts owned by assigned to the Titling Trust by motor vehicle dealers pursuant to dealer agreements with the Titling Trust, the automobiles and light duty trucks relating thereto and the proceeds from thereof, and payments made under certain insurance policies relating to such lease contracts, the sale related lessees or such leased vehicles. The 1998-C SUBI Insurance Certificate, representing interests in certain residual value insurance policies that are part of the motor vehicles 1998-C SUBI, will not be property of the Securitization Trust. The Titling Trust is expected to invest certain collections on the Contracts and Leased Vehicles in certain demand notes (or equivalent cash amounts substituted under a vehicle like-kind exchange program"TMCC Demand Notes") leased under those contracts, and certain monies received thereunder after the close of business on [_____] issued by TMCC pursuant to an indenture (the “Cutoff Date”). The Notes will be issued pursuant to the Indenture to be "Indenture") dated as of [_____] (the “Indenture”)November ], 1998, between the Trust TMCC and [_____] (the “Indenture Trustee”). TMCC has caused the Seller to form the Trust pursuant to a trust agreementU.S. Bank, 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”"Indenture Trustee"). The 1998-C SUBI (other than interests in certain Residual Value Insurance Policies) will perform certain administrative tasks on behalf of be evidenced by a certificate (the Trust, "1998-C SUBI Certificate") issued to TMCC by the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents (as defined below) Titling Trust pursuant to an Administration the 1998-C Supplement (the "1998-C SUBI Supplement") dated [November ], 1998, to the Amended and Restated Trust and Servicing 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, Agreement") dated as of October 1, 1996, as amended or supplemented from time to time (the “Titling Trust Agreement”)in each case, among TMCC (in such capacityTMCC, the “UTI Beneficiary”)as grantor, initial beneficiary and servicer, TMTT, Inc., as trustee (the “"Titling Trustee”") and U.S. Bank Trust National Association (formerly First Bank National Association)Bank, as trust agent (in such capacity, the “"Trust Agent”"). Pursuant TMCC will transfer the 1998-C SUBI Certificate to a supplement of the Transferor pursuant to the 1998-C SUBI Certificate Purchase and Sale Agreement between them (the "1998-C SUBI Certificate Sale Agreement"). The 1998-C SUBI Certificate will be transferred and assigned by the Transferor to the Securitization Trustee pursuant to the Securitization Trust Agreement. The Titling Trust Assets (including the 1998-C SUBI Assets) will be serviced by TMCC pursuant to the Titling Trust Agreement, Agreement and the Series 1998-C SUBI Servicing Supplement to the Titling Trust Agreement dated as of the Closing Date September 1, 1998 (the “"1998-C SUBI Servicing Supplement”") among the Titling Trustee, TMCC and together with the Transferor. The Securitization Trust Agreement, the Titling Trust Agreement, the “1998-C SUBI Trust Agreement”)Supplement, among the parties to 1998-C SUBI Servicing Supplement, the Titling Trust 1998-C SUBI Certificate Sale Agreement, the Titling Trustee will be directed by the UTI Beneficiary to establish a special unit of beneficial interest to be known Supplement (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 (collectivelydefined herein), the “TMCC SUBI Assets”). The Account Control Agreement, the 1998-C SUBI Assets will be serviced by Account Control Agreement, the TLI SUBI Account Control Agreement, a swap agreement in the form of an ISDA master agreement and schedule thereto and confirmations relating thereto (together the "Swap Agreement") between the Securitization Trust and TMCC as swap counterparty (in such capacitycapacity the "Swap Counterparty"), 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 Indenture and the Trust Agent. In connection with TMCC Demand Notes are referred to herein collectively as 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"Basic Agreements".

Introductory. Toyota LeasingNissan Auto Receivables Corporation II (the “Seller”), Inc.a Delaware corporation and wholly-owned subsidiary of Nissan Motor Acceptance Corporation, a California corporation (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCCServicer”), proposes to issue sell $[______] 252,100,000 aggregate principal amount of [___]0.26128% Asset Backed Notes, Class A-1 (the “Underwritten Class A-1 Notes”), $[______] 382,100,000 aggregate principal amount of [___]0.65% Asset Backed Notes, Class A-2 (the “Underwritten Class A-2 Notes”), $[______] 304,000,000 aggregate principal amount of [___]1.18% Asset Backed Notes, Class A-3 (the “Underwritten Class A-3 Notes”), and $[______] 136,890,000 aggregate principal amount of [___]1.94% Asset Backed Notes, Class A-4 (the “Underwritten Class A-4 Notes”) and $[______] aggregate principal amount of [___]% Asset Backed Notes” and, Class B (the “Class B Notes” and together with the Underwritten Class A-1 Notes, the Underwritten Class A-2 Notes, and the Underwritten Class A-3 Notes and the Class A-4 Notes, the “Underwritten Notes”) and non), each issued by the Nissan Auto Receivables 2011-interest bearing certificates that represent the residual interest in the A Owner Trust (the “Certificates”) of the Toyota Auto Lease Trust 20[__]-[__] (the “Trust”). Pursuant In addition to the terms hereofUnderwritten Notes, on the Closing Date the Trust will issue and the Seller agrees to sell to each or an affiliate of the several underwriters named in Schedule I hereto Seller will retain at least $125,000,000 aggregate principal amount of 1.94% Asset-Backed Notes, Class A-4 (the “Underwriters”) a portion of each of Retained Class A-4 Notes” and, together with the [describe the classes of underwritten notes] (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 [_____] an indenture (the “Indenture”), to be dated as of April 25, 2011, between the Trust and [_____] the Indenture Trustee (the “Indenture Trustee”). TMCC has caused the Seller to form the Trust pursuant to a trust agreement, as amended defined therein) and restated will be governed by the Amended terms of a Sale and Restated Trust Servicing Agreement (the “Trust Sale and Servicing Agreement”), to be dated as of [_____]April 25, [among]/[between] the Seller [and] [______]2011, 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, Servicer. The Trust will also issue certain asset backed certificates which will represent fractional undivided interests in the UTI Beneficiary Trust and will sell not be sold hereunder. Capitalized terms used herein and not otherwise defined herein shall have the SUBI Certificate to meanings given them in the SellerSale and Servicing Agreement. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “Issuer SUBI Certificate Transfer Nissan 2011-A Underwriting Agreement”), between the Seller and the Trust, the Seller will sell the SUBI Certificate to the Trust.

Introductory. Toyota LeasingWFN Credit Company, Inc., a California corporation LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “SellerIssuer”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue $[______] 412,500,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class A Fixed Rate Asset Backed Notes, Class A-1 Series 2012-A (the “Class A-1 A Notes”), $[______] 20,625,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Class A-2 Series 2012-A (the “Class A-2 M Notes”), $[______] 26,125,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class B Fixed Rate 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 Series 2012-A (the “Class B Notes” ”), $68,750,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Fixed Rate Asset Backed Notes, Series 2012-A (the “Class C Notes”), and together with $22,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Fixed Rate Asset Backed Notes, Series 2012-A (the “Class D Notes”) (collectively, the Class A-1 A Notes, the Class A-2 M Notes, the Class A-3 B Notes, the Class C Notes and the Class A-4 Notes, D Notes are 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 The Class A Notes are referred 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] (herein as the “Underwritten Notes”) in the respective amount listed on Schedule I hereto. The SellerClass M Notes, TMCC or one or more the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). J.X. Xxxxxx Securities LLC and RBS Securities Inc., each as a representative of its affiliates initially will retain [[describe the classes of retained notes] that are not Underwritten Notes and] the CertificatesUnderwriters (as defined below), which will not may be sold hereunder. [__________],[__________] referred to herein individually as a “Representative” and [__________] will act collectively as representatives for the Underwriters, and in such capacities shall herein be the “Representatives”. .” The assets of the Trust will include, among other things, Issuer is 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 Delaware statutory trust formed 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 a) an Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of [_____]August 1, [among]/[between] 2001, between WFN LLC, as transferor (the Seller [and] [______]“Transferor”), a [____]and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”) [and [______], a [____]), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008 and the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010, each between the Issuer and The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”), as successor to BNY Midwest Trust Company (“BNYMTC”), as indenture trustee (the “Delaware Indenture Trustee”)]. TMCC, and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the World Financial Network Bank (formerly known as World Financial Network National Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”) will perform certain administrative tasks on behalf of the Trust), the Owner Trustee Issuer, BNYMTC, as resigning Indenture Trustee, and the BNYMTCNA, as successor Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2012-A Indenture Supplement with respect to an Administration Agreement the Notes, to be dated as of April 12, 2012 (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 AgreementMaster Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and BNYMTCNA, as successor to BNYMTC (the successor-in-interest to the corporate trust administration of Hxxxxx Trust and Savings Bank), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, WFNMTand BNYMTCNA, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), in each case among and as further supplemented by the Titling Trustee, the Servicer and the Trust Agent. In connection with the creation of the [____]-[_] SUBI, the Titling Trust will issue Collateral Series Supplement to the UTI Beneficiary a certificate (the “SUBI Certificate”) representing the entire beneficial interest in the [____]-[_] SUBI. Pursuant to a SUBI certificate transfer agreementAmended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the Closing Date “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “SUBI Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Seller Bank, as Administrator, and the UTI BeneficiaryIssuer. The TSA, the UTI Beneficiary will sell PSA, the SUBI Certificate Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the Seller“Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents. Pursuant to a SUBI certificate transfer agreement, dated as of A shelf registration statement on Form S-3 (having registration number 333-166240) has been prepared and filed with the Closing Date Securities and Exchange Commission (the “Issuer SUBI Certificate Transfer AgreementCommission”), between the Seller and the Trust, the Seller will sell the SUBI Certificate to the Trust.) in

Introductory. Toyota LeasingConn’s Receivables Funding 2020-A, Inc.LLC (the “Issuer”) proposes to sell $174,900,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class A, Series 2020-A (the “Class A Notes”) and $65,200,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class B, Series 2020-A (the “Class B Notes” and, together with the Class A Notes, the “Purchased Notes” or the “Offered Series 2020-A Notes”) to you as initial purchasers (the “Initial Purchasers”). The Purchased Notes, together with $62,900,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class C, Series 2020-A (the “Class C Notes”) and the Asset Backed Class R Notes, Series 2020-A (the “Class R Notes” and, collectively with the Class C Notes and the Purchased Notes, the “Notes”) will be issued pursuant to a California corporation Base Indenture, to be dated as of October 16, 2020 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of October 16, 2020 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and Wxxxx Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”). Conn’s 2020-A: Note Purchase Agreement The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2020-A Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of October 16, 2020 (the “Trust Agreement”) between Conn Appliances Receivables Funding, LLC (the “Depositor”) and Wilmington Trust, National Association (the “Receivables Trust Trustee”). The assets of the Receivables Trust will consist primarily of certain retail installment sales contracts and installment loans (the “Receivables”) made to finance customer purchases of Merchandise from Conn Appliances, Inc. (“Conn Appliances”), which were previously conveyed to Conn Credit I, LP (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes certain related rights. The Receivables Trust Certificate will be sold 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 Issuer pursuant to the terms hereofof a Purchase and Sale Agreement, 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 [_____] October 16, 2020 (the “IndenturePurchase and Sale Agreement”), between the Trust Depositor and [_____] the Issuer. The Class C Notes and the Class R Notes will be retained by the Depositor on the Closing Date (as defined below). The Receivables will be sold (i) by the Seller to the Depositor pursuant to a First Receivables Purchase Agreement, to be dated as of October 16, 2020 (the “Indenture TrusteeFirst Receivables Purchase Agreement”). TMCC has caused , between the Seller and the Depositor, and (ii) by the Depositor to form the Receivables Trust pursuant to a trust agreementSecond Receivables Purchase Agreement, to be dated as amended and restated by the Amended and Restated Trust Agreement of October 16, 2020 (the “Trust Second Receivables Purchase Agreement”), dated as of [_____], [among]/[between] 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 Depositor and the Indenture Trustee imposed on them under Receivables Trust. The Receivables will be serviced for the Basic Documents (as defined below) Receivables Trust by Conn Appliances pursuant to an Administration Agreement (the “Administration terms of a Servicing 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, be dated as of October 116, 1996, as amended or supplemented from time to time 2020 (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 Servicing Agreement”), among the parties to the Titling Trust AgreementIssuer, 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 (collectivelyReceivables Trust, the “SUBI Assets”). The SUBI Assets will be serviced by TMCC Trustee and Conn Appliances, as servicer (in such capacity, the “Servicer”). Systems & Services Technologies, Inc. (“SST”) will act as the back-up servicer of the Receivables pursuant to the terms of a [____]Back-[_] SUBI servicing supplement to the Titling Trust Up Servicing Agreement, to be dated as of the Closing Date October 16, 2020 (the “SUBI Servicing Supplement” and, together with the Titling Trust Agreement, the “Back-Up Servicing Agreement”), in each case among the Titling TrusteeReceivables Trust, the Servicer Servicer, the Issuer, the Trustee and SST, as back-up servicer (in such capacity, the Trust Agent“Back-Up Servicer”). In connection with the creation issuance of the [____]-[_] SUBINotes, the Titling Trust Conn’s Receivables 2018-A Trust, the Conn’s Receivables 2019-A Trust, the Conn’s Receivables 2019-B Trust, the Receivables Trust, Conn’s Receivables Warehouse Trust, Conn Appliances, Conn Credit Corporation, Inc. and the Seller will issue also enter into a Ninth Amended and Restated Intercreditor Agreement, to the UTI Beneficiary a certificate be dated as of October 16, 2020 (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 Intercreditor Agreement”), between with JX Xxxxxx Cxxxx Bank, N.A., as collateral agent, providing for the Seller release of certain of the Receivables from the lien of an existing financing arrangement and related matters. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Indenture. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that the “Closing Date” shall be October 16, 2020, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchasers and the UTI BeneficiaryDepositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the UTI Beneficiary will sell the SUBI Certificate to the SellerOffering Memorandum (each as defined below). Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date this Note Purchase Agreement (the this “Issuer SUBI Certificate Transfer Agreement”), between and subject to the Seller terms hereof, the Issuer agrees to sell the Purchased Notes to the Initial Purchasers. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. Conn’s 2020-A: Note Purchase Agreement For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the Purchase and Sale Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and this Agreement are collectively referred to herein as the “Transaction Documents”. Prior to 2:03 p.m. New York City time on October 9, 2020 (i.e, the date and time the first Contract of Sale (as defined below) was entered into) (the “Time of Sale”) the Issuer had prepared (i) the Preliminary Offering Memorandum, dated October 6, 2020 (the “Preliminary Offering Memorandum”), (ii) the CONN 2020-A ABS Investor Presentation, initially provided to investors on October 6, 2020 (the “Deal Road Show”), (iii) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (iv) the data file entitled “CONN_2020_A_FINAL_PX.sss” (the “Data File”), and (v) the Microsoft Excel file entitled “CONN 2020-A_Static Pool Appendix A.xlsx” (the “Static Pool Appendix File” and, collectively with the Preliminary Offering Memorandum, the Deal Road Show, the CDI Data and the TrustData File, the Seller will sell the SUBI Certificate “Time of Sale Information”). Any reference in this Agreement to the Trust.Preliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein as of the date of the Preliminary Offering Memorandum or Offering Memorandum, as applicable. If, subsequent to the Time of Sale and prior to the Closing Date, the Time of Sale Information, taken as a whole, included an untrue statement of a material fact or omitted 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, and the Initial Purchasers terminate their existing Contracts of Sale and enter into new Contracts of Sale with investors in the Purchased Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale, including in an amended Preliminary Offering Memorandum approved by the Issuer and the Initial Purchasers that corrects such material misstatements or omissions, and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. The Depositor will prepare and deliver to the Initial Purchasers, on or promptly after the date hereof, a final offering memorandum, dated the date hereof, including pricing-dependent information, for the offering of the Purchased Notes, in form and substance reasonably acceptable to the Initial Purchasers (the “Offering Memorandum”). Each of the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information and the Offering Memorandum in connection with the offering and resale of the Purchased Notes by the Initial Purchasers in accordance with the terms hereof. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. understand that the Purchased Notes have not been and will not be registered under the Securities Act in reliance on certain exemptions from the registration requirements thereof. Each class of the Purchased Notes will be represented by one or more global notes in fully registered form without coupons. Conn’s 2020-A: Note Purchase Agreement

Introductory. Toyota Leasing, Inc.American Honda Receivables LLC, a California corporation Delaware limited liability company (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCCCompany”), proposes proposes, subject to issue the terms and conditions stated herein, to cause the Honda Auto Receivables 2015-1 Owner Trust (the “Trust”) to sell $[______] 350,000,000 aggregate principal amount of [___]0.24000% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[______] 384,000,000 aggregate principal amount of [___]0.70% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[______] 394,000,000 aggregate principal amount of [___]1.05% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), ) and $[______] 122,000,000 aggregate principal amount of [___]1.32% 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 A-3 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 set forth on Schedule I hereto. The SellerA (each, TMCC or one or more of its affiliates initially will retain [[describe the classes of retained notes] that an “Underwriter”), for which Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc. and Mizuho Securities USA Inc. are not Underwritten Notes and] the Certificates, which will not be sold hereunder. [__________],[__________] and [__________] will act each acting as representatives for the Underwriters, and a representative (in such capacities shall herein be capacity, each a “Representative” and collectively, the “Representatives”. The assets ), pursuant to the terms of this underwriting agreement dated January 21, 2015 by and among the Trust will includeCompany, among other thingsAmerican Honda Finance Corporation (“AHFC”), a special unit Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc. and Mizuho Securities USA Inc., acting on behalf of beneficial interest issued by themselves and as Representatives for the Toyota Lease Trust several Underwriters (the this “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 DateAgreement”). The Notes will be issued pursuant to the Indenture to be Indenture, dated as of [_____] January 28, 2015 (the “Indenture”), between the Trust and [_____] U.S. Bank National Association (the “Indenture Trustee”). TMCC has caused Concurrently with the Seller to form issuance and sale of the Notes as contemplated herein, the Trust will issue $32,051,840.09 aggregate principal amount of certificates of beneficial interest (the “Certificates”), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to a trust agreement, as amended and restated by the Amended and Restated Trust Agreement Agreement, dated January 28, 2015 (the “Trust Agreement”), dated as of [_____]among the Company, [among]/[between] the Seller [and] [______]Citibank, a [____]N.A., as owner trustee (the “Owner Trustee”) [and [______], a [____], as Delaware trustee (the “Delaware Trustee”)]. TMCC, as administrator (in such capacity, the “AdministratorOwner Trustee”) will perform certain administrative tasks on behalf of the Trustand Citicorp Trust Delaware, 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, 1996National Association, as amended or supplemented from time to time (the “Titling Trust Agreement”), among TMCC Delaware trustee (in such capacity, the “UTI Beneficiary”), TMTT, Inc., as trustee (the “Titling Delaware 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 Certificates are subordinated 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 TrustNotes.

Introductory. Toyota LeasingWFN Credit Company, Inc., a California corporation LLC ("WFN LLC") proposes to cause World Financial Network Credit Card Master Note Trust (the “Seller”"Issuer") and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue $[______] 650,000,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class A Fixed Rate Asset Backed Notes, Class A-1 Series 2016‑A (the “"Class A-1 A Notes”"), $[______] 32,500,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Class A-2 Series 2016‑A (the “"Class A-2 M Notes”"), $[______] 41,166,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Class A-3 Series 2016‑A (the “"Class A-3 B Notes”"), $[______] 108,334,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class C Fixed Rate Asset Backed Notes, Class A-4 Series 2016‑A (the “"Class A-4 C Notes”) "), and $[______] 34,667,000 aggregate principal amount of [___]% World Financial Network Credit Card Master Note Trust Class D Asset Backed Notes, Class B Series 2016‑A (the “"Class B D Notes” and together with ") (collectively, the Class A-1 A Notes, the Class A-2 M Notes, the Class A-3 B Notes, the Class C Notes and the Class A-4 D Notes are the "Notes"). The Class A Notes and the Class M Notes are referred to collectively herein as the "Underwritten Notes". The Class B Notes, the “Class C Notes and the Class D Notes (referred to collectively herein as the "Retained Notes”") will be retained by WFN LLC (referred to herein as the "Retained Note Transaction"). RBC Capital Markets, LLC, BNP Paribas Securities Corp., CIBC World Markets Corp. and non-interest bearing certificates that represent Scotia Capital (USA) Inc., each as a representative of the residual interest in Class A Underwriters (as defined below) may be referred to herein individually as a "Representative" and collectively as the "Representatives" with respect to the Class A Notes. The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Certificates”) of the Toyota Auto Lease "Transferor"), and U.S. Bank Trust 20[__]-[__] National Association ("U.S. Bank"), as successor to Chase Bank USA, National Association ("Chase"), as owner trustee (the “Trust”"Owner Trustee"). Pursuant to , as supplemented by the terms hereofInstrument of Resignation, Appointment and Acceptance (the "Instrument of Resignation"), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, 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"Trust Agreement"), and in such capacities shall herein be (b) the “Representatives”. The assets filing of a certificate of trust with the Trust will includeSecretary of State of Delaware on July 27, among other things2001, a special unit of beneficial interest issued as amended by the Toyota Lease Certificate of Amendment to Certificate of Trust (of World Financial Network Credit Card Master Note Trust, filed with the “Titling Trust”) which entitles the holder thereof to lease payments generated by a portfolio Secretary of retail lease contracts owned by the Titling Trust and the proceeds from the sale State of the motor vehicles (or equivalent cash amounts substituted under a vehicle like-kind exchange program) leased under those contractsDelaware on September 29, and certain monies received thereunder after the close of business on [_____] (the “Cutoff Date”)2006. The Notes will be issued pursuant to the Indenture to be dated as of [_____] (the “a Master 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 [_____]August 1, [among]/[between] the Seller [and] [______], a [____]2001, as owner amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010, the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, the Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, each between the Issuer and MUFG Union Bank, National Association (formerly known as Union Bank, National Association) ("Union Bank"), as successor to The Bank of New York Mellon Trust Company, N.A. ("BNYMTCNA") (the successor in interest to the corporate trust administration of BNY Midwest Trust Company ("BNYMTC") (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as indenture trustee (the “Owner "Indenture Trustee”"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) [and [______], a [____], as Delaware trustee (the “Delaware Trustee”"Bank")]. TMCC, as administrator (in such capacity, the “"Administrator”) will perform certain administrative tasks on behalf of the Trust"), the Owner Trustee Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement (the “Administration Agreement”) of Resignation, Appointment and Acceptance, dated as of [_____] June 26, 2012 (the "Successor Indenture Trustee Agreement"), by and among the TrustAdministrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the Administrator. The Titling Trust was created to take assignments and conveyances of"Master Indenture"), and as further supplemented by the Series 2016‑A Indenture Supplement with respect to hold in trustthe Notes, various leasesto be dated as of July 27, vehicles and certain related assets 2016 (collectivelythe "Indenture Supplement" and, together with the Master Indenture, the “Trust Assets”"Indenture"). The Titling primary asset of the Issuer is a certificate (the "Collateral Certificate") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust was formed ("WFNMT"), issued pursuant to the Second Amended and is governed by an Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated titling trust as of September 17, 1999, as amended and servicing agreementrestated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the "Servicer"), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of Xxxxxx Trust and Savings Bank)), as trustee (the "WFNMT Trustee"), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the "Successor Trustee Agreement"), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the "Amended and Restated Pooling and Servicing Agreement"), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 and as of July 6, 2016 (as heretofore amended, the "Collateral Supplement" and, together with the Amended and Restated Pooling and Servicing Agreement, the "PSA"). The assets of WFNMT include, among other things, certain amounts due (the "Receivables") on a pool of private-label credit card accounts of the Bank (the "Accounts"). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 19962001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010, the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 and the Third Amendment to the Receivables Purchase Agreement, dated as of July 6, 2016 (as heretofore amended, the "Receivables Purchase Agreement"), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011, the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 and the Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016 (as heretofore amended, the "TSA"), among the Transferor, the Servicer, and the Issuer. References to the "Omnibus Amendment" herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the "Asset Representations Reviewer") in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of July 6, 2016 (as amended or supplemented from time to time (time, the “Titling Trust "Asset Representations Review Agreement”"), among TMCC (in such capacitythe Bank, the “UTI Beneficiary”)Transferor, TMTTthe Servicer, Inc., as trustee (the “Titling Trustee”) Issuer and U.S. the Asset Representations Reviewer. The Bank Trust National Association (formerly First Bank National Association), as trust agent (the “Trust Agent”). Pursuant has agreed to a supplement provide notices and perform on behalf of the Titling Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the Closing Date (the “SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), among the parties First Amendment 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 Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the Closing Date ("Administration Agreement"), between the “SUBI Servicing Supplement” andBank, together with as Administrator, and the Titling Issuer. The TSA, the PSA, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the “Servicing Agreement”), in each case among the Titling Trustee, the Servicer Administration Agreement and the Trust Agent. In connection with Asset Representations Review Agreement are referred to herein, collectively, as the creation of "Program Documents." This Underwriting Agreement is referred to herein as this "Agreement." To the [____]-[_] SUBIextent not defined herein, capitalized terms used herein have the Titling Trust will issue to the UTI Beneficiary a certificate (the “SUBI Certificate”) representing the entire beneficial interest meanings assigned 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 TrustProgram Documents.

Introductory. Toyota Leasing, Inc.First National Funding LLC (“FNF LLC” or the “Transferor”), a California corporation limited liability company formed under the laws of the State of Nebraska, proposes to cause First National Master Note Trust (the “SellerIssuer”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue and sell $[______[ ] aggregate principal amount of Class A Series [___20 ]% -[•] Asset Backed Notes [(the “Notes, Class A-1 ”)] [(the “Class A-1 A Notes”), ] [,$[______[ ] aggregate principal amount of Class B Series [___20 ]% -[•] 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 Notes (the “Class B Notes” ”)] [and $[ ] principal amount of Class C Series [20 ]-[•] Asset Backed Notes (the “Class C Notes”, and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 A Notes and the Class A-4 B 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 Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Issuer is a Delaware statutory trust formed pursuant to sell to each of the several underwriters named in Schedule I hereto (the “Underwriters”a) 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 SellerTrust Agreement, 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”)October 16, between the Trust and [_____] (the “Indenture Trustee”). TMCC has caused the Seller to form the Trust pursuant to a trust agreement2002, as amended and restated in its entirety by the First Amended and & Restated Trust Agreement dated as of December 20, 2012 (collectively, the “Trust Agreement”), dated as of [_____], [among]/[between] between the Seller [and] [______], a [____]Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) [and [______](b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to a [____]First Amended and Restated Master Indenture, dated as of December 20, 2012 (as amended, the “Master Indenture”), between the Issuer and U.S. Bank National Association, as Delaware successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (“U.S. Bank”), as indenture trustee (the “Delaware Indenture Trustee”), as supplemented by the Series [20 ]-[•] Indenture Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the “Indenture Supplement,” and together with the Master Indenture, the “Indenture”). TMCCThe assets of the Issuer include, among other things, certain amounts due (the “Receivables”) on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by the Bank (the “Accounts”). The Receivables are transferred to the Issuer pursuant to the First Amended and Restated Transfer and Servicing Agreement, dated as of December 20, 2012 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First National Bank of Omaha, a national banking association (the “Bank”), as servicer (the “Servicer”) and the Issuer. The Receivables transferred to the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to the First Amended and Restated Receivables Purchase Agreement, dated as of December 20, 2012 (as amended, the “Receivables Purchase Agreement”), between the Transferor and the Bank. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to the First Amended and Restated Administration Agreement, dated as of December 20, 2012 (as amended, the “Administration Agreement”), between the Bank, 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 AdministratorIssuer. The Titling Trust was created to take assignments Transfer 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 Servicing Agreement, the “SUBI Trust Agreement”), among the parties to the Titling Trust Receivables Purchase Agreement, the Titling Trustee will be directed by Indenture, the UTI Beneficiary Trust Agreement and the Administration Agreement are referred to establish a special unit of beneficial interest to be known herein, collectively, as the “[____]-[_] SUBITransaction Documents.” The Titling Trustee will allocate a portfolio consisting of lease agreements (This Underwriting Agreement is referred to herein as this “Agreement.” To the “[____]-[_] Leases”) and extent not defined herein, capitalized terms used herein have 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 meanings assigned 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 TrustTransaction Documents.

Introductory. Toyota LeasingCalpine Generating Company, Inc.LLC, a California corporation Delaware limited liability company (the “Seller”) "COMPANY"), and CalGen Finance Corp. ("CALGEN FINANCE"), a Delaware corporation and a wholly owned subsidiary of Toyota Motor Credit CorporationCalpine CalGen Holdings, a California corporation Inc. (“TMCC”"CALGEN HOLDINGS"), proposes propose, subject to the terms and conditions stated herein, to issue $[______] and sell to Xxxxxx Xxxxxxx & Co. Incorporated (the "INITIAL PURCHASER") (i) an aggregate principal amount of [___]% Asset Backed Notes, Class A-1 $235,000,000 of their First Priority Secured Floating Rate Notes due 2009 (the “Class A-1 Notes”"FIRST PRIORITY NOTES"), $[______] (ii) an aggregate principal amount of [___]% Asset Backed Notes, Class A-2 $640,000,000 of their Second Priority Secured Floating Rate Notes due 2010 (the “Class A-2 Notes”"SECOND PRIORITY NOTES"), $[______] (iii) an aggregate principal amount of [___]% Asset Backed Notes, Class A-3 $680,000,000 of their Third Priority Secured Floating Rate Notes due 2011 (the “Class A-3 Notes”), $[______] "THIRD PRIORITY FLOATING RATE NOTES") and (iv) an aggregate principal amount of [___]$150,000,000 of their 11.5% Asset Backed Notes, Class A-4 Third Priority Secured Notes due 2011 (the “Class A-4 Notes”) and $[______] aggregate principal amount of [___]% Asset Backed Notes"THIRD PRIORITY FIXED RATE NOTES" and, Class B (the “Class B Notes” and together with the Class A-1 First Priority Notes, the Class A-2 Second Priority Notes and Third Priority Floating Rate Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”"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 heretoas set forth below. 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 First Priority Notes will be issued pursuant to an Indenture (the Indenture "FIRST PRIORITY 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”as defined in Section 3), among the parties to the Titling Trust AgreementCompany, CalGen Finance, the Titling Trustee will be directed by the UTI Beneficiary to establish a special unit of beneficial interest to be known Guarantors (as the “[____]-[_] SUBI.” The Titling Trustee will allocate a portfolio consisting of lease agreements defined below) and Wilmington Trust FSB, as trustee (the “[____]-[_] Leases”) and the related specified vehicles (the “[____]-[_] Vehicles”) and certain other related assets to the [____]-[_] SUBI (collectively, the “SUBI Assets”"TRUSTEE"). The SUBI Assets Second Priority Notes will be serviced by TMCC (in such capacity, the “Servicer”) issued pursuant to a [____]-[_] SUBI servicing supplement an Indenture (the "SECOND PRIORITY INDENTURE") to the Titling Trust Agreement, be dated as of the Closing Date Date, among the Company, CalGen Finance, the Guarantors and the Trustee. The Third Priority Floating Rate Notes and the Third Priority Fixed Rate Notes will be issued pursuant to an Indenture (the “SUBI Servicing Supplement” "THIRD PRIORITY INDENTURE") to be dated as of the Closing Date, among the Company, CalGen Finance, the Guarantors and the Trustee. The First Priority Indenture, the Second Priority Indenture and the Third Priority Indenture are collectively referred to herein as the "INDENTURES." The Company's and CalGen Finance's obligations under the Notes, including the payment, when due and payable, of principal, interest and premium, if any, thereunder will be unconditionally guaranteed (the "GUARANTEES" and, together with the Titling Trust AgreementNotes, the “Servicing Agreement”), in each case among "SECURITIES") by all of the Titling Trustee, entities listed on Exhibit A hereto (the Servicer "GUARANTORS") and all future Subsidiaries of the Company (other than CalGen Finance and the Trust AgentExcluded Subsidiary). In connection with the creation CalGen Finance will be a wholly owned subsidiary 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 Company on 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 SellerDate. 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.Capitalized terms used but not defined herein shall have