MASTER AGREEMENTMaster Agreement • November 17th, 1998 • Toyota Lease Trust • Asset-backed securities • New York
Demand Notes (Title of the Indenture Securities) FORM T-1Trust Indenture • September 15th, 1998 • Toyota Lease Trust • Asset-backed securities
410,000,000 [____]% Auto Lease Asset Backed Certificates, Class A-1 $650,000,000 [___]% Auto Lease Asset Backed Certificates, Class A-2 $72,750,000 [___]% Auto Lease Asset Backed Certificates, Class A-3Underwriting Agreement • September 11th, 1997 • Toyota Lease Trust • Personal credit institutions • New York
TOYOTA AUTO LEASE TRUST 1998-C $[ ] Adjustable Rate Auto Lease Asset Backed Certificates, Class A-1 $[ ] Adjustable Rate Auto Lease Asset Backed Certificates, Class A-2 $[ ] Adjustable Rate Auto Lease Asset Backed Certificates, Class A-3 UNDERWRITING...Underwriting Agreement • November 17th, 1998 • Toyota Lease Trust • Asset-backed securities • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • September 15th, 1998 • Toyota Lease Trust • Asset-backed securities
ContractAdministration Agreement • September 19th, 2014 • Toyota Lease Trust • Asset-backed securities • New York
ISDA International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of [_______________]Isda Master Agreement • September 19th, 2014 • Toyota Lease Trust • Asset-backed securities
[TOYOTA MOTOR CREDIT CORPORATION] and TOYOTA AUTO LEASE TRUST [____]-[_] have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
TOYOTA AUTO LEASE TRUST 20[__]-[__] [$[_______] [__]% ASSET BACKED NOTES, CLASS A-1] [$[_______] [__]% ASSET BACKED NOTES, CLASS A-2] [$[_______] [__]% ASSET BACKED NOTES, CLASS A-3] [$[_______] [__]% ASSET BACKED NOTES, CLASS A-4] [$[_______] [__]%...Underwriting Agreement • September 19th, 2014 • Toyota Lease Trust • Asset-backed securities • New York
TMCC Demand NotesIndenture • September 15th, 1998 • Toyota Lease Trust • Asset-backed securities • New York
Indenture Dated as of September 1, 1997Indenture • September 11th, 1997 • Toyota Lease Trust • Personal credit institutions • New York
FORM OF REVOLVING LIQUIDITY NOTE AGREEMENT TOYOTA AUTO LEASE TRUST [______]-[_] as Issuer and TOYOTA MOTOR CREDIT CORPORATION as Initial Holder Dated as of [_______________]Revolving Liquidity Note Agreement • September 19th, 2014 • Toyota Lease Trust • Asset-backed securities • New York
REVOLVING LIQUIDITY NOTE AGREEMENT (this “Agreement”) dated as of [_______________] (this “Agreement”), by and between TOYOTA AUTO LEASE TRUST [______]-[_], a Delaware business trust, as issuer (the “Issuer”) of the revolving liquidity note (the “Revolving Liquidity Note”) issued hereunder, and TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), as the initial holder of the Revolving Liquidity Note.
TOYOTA LEASING, INC. AND U.S. BANK NATIONAL ASSOCIATION, AS 1998-C SECURITIZATION TRUSTEE TOYOTA AUTO LEASE TRUST 1998-C AUTO LEASE ASSET-BACKED CERTIFICATES 1998-C SECURITIZATION TRUST AGREEMENT Dated as of December 1, 1998 TABLE OF CONTENTSSecuritization Trust Agreement • November 17th, 1998 • Toyota Lease Trust • Asset-backed securities • California
TOYOTA LEASE TRUST (a Delaware Business Trust) AMENDED AND RESTATED TRUST AND SERVICING AGREEMENTTrust and Servicing Agreement • November 17th, 1998 • Toyota Lease Trust • Asset-backed securities • Delaware
1997-A SUBI SUPPLEMENT TO AMENDED AND RESTATED TRUST AND SERVICING AGREEMENTTrust and Servicing Agreement • September 11th, 1997 • Toyota Lease Trust • Personal credit institutions • Delaware
EXHIBIT 10.5 1997-A SUBI CERTIFICATE PURCHASE AND SALE AGREEMENT THIS 1997-A SUBI CERTIFICATE PURCHASE AND SALE AGREEMENT (the "Agreement") is dated as of September ___, 1997, by and between TOYOTA MOTOR CREDIT CORPORATION, a California corporation...1997-a Subi Certificate Purchase and Sale Agreement • September 11th, 1997 • Toyota Lease Trust • Personal credit institutions • California
20[__]-[__] SUBI SUPPLEMENT TO AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT among TOYOTA MOTOR CREDIT CORPORATION, TMTT, INC., not in its individual capacity, but solely as Titling Trustee of Toyota Lease Trust, U.S. BANK NATIONAL ASSOCIATION,...Trust and Servicing Agreement • September 19th, 2014 • Toyota Lease Trust • Asset-backed securities • Delaware
20[__]-[__] SUBI SUPPLEMENT TO AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT, dated and effective as of [__________], among TOYOTA MOTOR CREDIT CORPORATION, a California corporation (in its capacities as Grantor, UTI Beneficiary and Servicer), TMTT, INC., not in its individual capacity, but solely as Titling Trustee, U.S. BANK NATIONAL ASSOCIATION (formerly known as First Bank National Association), a national banking association, not in its individual capacity, but solely as Trust Agent, and [_________], as 20[__]-[__] Securitization Trustee and SUBI Securities Intermediary.
TOYOTA LEASE TRUST, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA LEASING, INC., TOYOTA AUTO LEASE TRUST 20[__]-[__], and as Indenture Trustee BACK-UP SECURITY AGREEMENT Dated as of [____________]Back-Up Security Agreement • September 19th, 2014 • Toyota Lease Trust • Asset-backed securities • New York
THIS BACK-UP SECURITY AGREEMENT, is dated as of [____________], by and among Toyota Lease Trust, a Delaware statutory trust (the “Titling Trust”), Toyota Motor Credit Corporation, a California corporation (“TMCC”), Toyota Leasing, Inc., a California corporation (the “Transferor”), Toyota Auto Lease Trust 20[__]-[__], a Delaware statutory trust (the “Issuer”), and [______], a national banking association, not in its individual capacity, but solely as indenture trustee (the “Indenture Trustee”) under the Indenture, dated as of [____________] (the “Indenture), from the Issuer to the Indenture Trustee.
ContractSubi Certificate Transfer Agreement • September 19th, 2014 • Toyota Lease Trust • Asset-backed securities • New York
TOYOTA LEASING, INC., as Transferor, and TOYOTA AUTO LEASE TRUST 20[__]-[__], as Transferee ISSUER SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of [__________]Issuer Subi Certificate Transfer Agreement • September 19th, 2014 • Toyota Lease Trust • Asset-backed securities • New York
proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the 20[__]-[__] SUBI Certificate granted to the Transferee hereunder; and all financing statements referred to in this paragraph contain a statement that: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.”
INDENTURE between TOYOTA AUTO LEASE TRUST 201_-_, as Issuer, and as Indenture Trustee and Securities Intermediary Dated as of [_]Indenture • September 19th, 2014 • Toyota Lease Trust • Asset-backed securities • New York
INDENTURE, dated as of [_], between TOYOTA AUTO LEASE TRUST 201_-_, a Delaware statutory trust (the “Issuer”), and [_], a [_], as indenture trustee and not in its individual capacity and as Securities Intermediary (the “Indenture Trustee”).
ARTICLE I DEFINITIONS SECTION 1.01. DEFINITIONS.Purchase and Sale Agreement • September 15th, 1998 • Toyota Lease Trust • Asset-backed securities • California
TOYOTA AUTO LEASE TRUST 20[__]-[__] (a Delaware Statutory Trust) AMENDED AND RESTATED TRUST AGREEMENT [among]/[between] TOYOTA LEASING, INC., as Depositor, [and] as Owner Trustee [and as Delaware Trustee] Dated as of [ ]Trust Agreement • September 19th, 2014 • Toyota Lease Trust • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of [__________], by and [between]/[among] TOYOTA LEASING, INC., a California corporation, as depositor, [and] [__________], a [__________], not in its individual capacity but solely as Owner Trustee, [and [__________], a [__________], not in its individual capacity but solely as Delaware Trustee], amending and restating in its entirety the Trust Agreement dated as of [______________] (the “Original Trust Agreement”), by and [between]/[among] TOYOTA LEASING, INC., a Delaware limited liability company, as depositor, [and] [__________], a [__________], as owner trustee, [and [__________], a [__________], not in its individual capacity but solely as Delaware Trustee], and herein referred to as the “Trust Agreement” or this “Agreement.”
ARTICLE I DEFINITIONS SECTION 1.01. DEFINITIONS.Certificate Purchase and Sale Agreement • November 17th, 1998 • Toyota Lease Trust • Asset-backed securities • California
UTI SUPPLEMENT TO AMENDED AND RESTATED TRUST AND SERVICING AGREEMENTTrust and Servicing Agreement • September 11th, 1997 • Toyota Lease Trust • Personal credit institutions • California
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SERVICERTrust and Servicing Agreement • November 17th, 1998 • Toyota Lease Trust • Asset-backed securities • New York
TMTT, INC., as Trustee of Toyota Lease Trust and,Trust and Servicing Agreement • September 15th, 1998 • Toyota Lease Trust • Asset-backed securities • Delaware
20[__]-[__] SUBI SERVICING SUPPLEMENT TO AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT among TMTT, INC., as Titling Trustee of Toyota Lease Trust, TOYOTA MOTOR CREDIT CORPORATION, as Servicer, and as Trust Agent Dated as of [__________]Servicing Supplement • September 22nd, 2011 • Toyota Lease Trust • Asset-backed securities • New York
EXHIBIT A Schedule of 20[__]-[__] Contracts and 20[__]-[__] Leased Vehicles as of the Initial Cutoff Date A-1 EXHIBIT B Form of Power of Attorney B-1 EXHIBIT C Form of Servicer’s Certificate C-1 EXHIBIT D Form of Annual Certification D-1 EXHIBIT E Servicing Criteria to be Addressed in Assessment of Compliance E-1 SCHEDULE I Servicer Offices
TOYOTA LEASE TRUST (a Delaware Business Trust) AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT Among TOYOTA MOTOR CREDIT CORPORATION, TMTT, INC. and (For certain limited purposes only) FIRST BANK NATIONAL ASSOCIATION Dated as of October 1, 1996Trust and Servicing Agreement • July 22nd, 2011 • Toyota Lease Trust • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT, dated as of October 1, 1996 among TOYOTA MOTOR CREDIT CORPORATION, a California corporation (as grantor, initial beneficiary and servicer) and TMTT, INC., a Delaware corporation, as Titling Trustee, and, for the limited purposes set forth herein, FIRST BANK NATIONAL ASSOCIATION, a national banking association, as Trust Agent, amending and restating in its entirety the Trust and Servicing Agreement dated as of October 1, 1996 among the same parties, and herein referred to as the “Titling Trust Agreement” or this “Agreement”.
TMTT, INC., as Titling Trustee of Toyota Lease Trust and,Trust and Servicing Agreement • September 15th, 1998 • Toyota Lease Trust • Asset-backed securities • New York
ARTICLE TWO REPRESENTATIONS AND WARRANTIES OF SERVICERServicing Supplement • September 11th, 1997 • Toyota Lease Trust • Personal credit institutions • Delaware
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SERVICERTrust and Servicing Agreement • September 15th, 1998 • Toyota Lease Trust • Asset-backed securities • New York
TMTT, INC., as Titling Trustee of Toyota Lease Trust and,Trust and Servicing Agreement • November 17th, 1998 • Toyota Lease Trust • Asset-backed securities • New York
20[__]-[__] SUBI SERVICING SUPPLEMENT TO AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT among TOYOTA LEASE TRUST, as Titling Trust, TMTT, INC., not in its individual capacity but solely as Titling Trustee of Toyota Lease Trust, TOYOTA MOTOR CREDIT...Trust and Servicing Agreement • September 19th, 2014 • Toyota Lease Trust • Asset-backed securities • Delaware
I, ________________________________, the _______________________ of [NAME OF COMPANY] (the “Company”), certify to Toyota Auto Lease Trust 20[__]-[__] (the “20[__]-[__] Securitization Trust”) and Toyota Leasing, Inc. (the “Depositor”), and their officers, with the knowledge and intent that they will rely upon this certification, that:
