TOYOTA LEASING, INC. AND

EXECUTION COPY

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TOYOTA LEASING, INC.

AND

U.S. BANK NATIONAL ASSOCIATION, AS 1998-B SECURITIZATION TRUSTEE

TOYOTA AUTO LEASE TRUST 1998-B
AUTO LEASE ASSET-BACKED CERTIFICATES

1998-B SECURITIZATION TRUST AGREEMENT

Dated as of September 1, 1998

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TABLE OF CONTENTS

PAGE

ARTICLE I DEFINITIONS 2

1.01 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

1.02 Article and Section References. . . . . . . . . . . . . . . . . . . . .2

ARTICLE II CREATION OF TRUST; ESTABLISHMENT OF SUBI SECURITIES ACCOUNT . . . . . .3

2.01 Creation of Trust; Establishment of SUBI Securities Account . . . . . .3

2.02 Conveyance of 1998-B SUBI . . . . . . . . . . . . . . . . . . . . . . .3

2.03 Acceptance by 1998-B Securitization Trustee . . . . . . . . . . . . . .4

2.04 Transfer of Collections . . . . . . . . . . . . . . . . . . . . . . . .4

ARTICLE III ALLOCATIONS, APPLICATIONS AND PAYMENTS; THE RESERVE FUND;
STATEMENTS TO CERTIFICATEHOLDERS . . . . . . . . . . . . . . . . . . . . . . .5

3.01 Allocations, Applications and Payments. . . . . . . . . . . . . . . . .5

3.02 1998-B SUBI Certificateholders' Account; The Reserve Fund . . . . . . 16

3.03 Statements to Certificateholders. . . . . . . . . . . . . . . . . . . 22

ARTICLE IV THE CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . . . . 25

4.01 The Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . 25

4.02 Authentication and Delivery of Certificates . . . . . . . . . . . . . 26

4.03 Registration of Transfer and Exchange of Certificates . . . . . . . . 26

4.04 Mutilated, Destroyed, Lost or Stolen Certificates . . . . . . . . . . 29

4.05 Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . 29

4.06 Access to List of Certificateholders' Names and Addresses . . . . . . 29

4.07 Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . 30

4.08 Temporary Certificates. . . . . . . . . . . . . . . . . . . . . . . . 30

4.09 Book-Entry Certificates . . . . . . . . . . . . . . . . . . . . . . . 31

4.10 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

4.11 Definitive Certificates . . . . . . . . . . . . . . . . . . . . . . . 32

4.12 Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

4.13 ERISA Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE V THE TRANSFEROR . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

5.01 Representations of Transferor . . . . . . . . . . . . . . . . . . . . 34

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5.02 Liability of Transferor: Indemnities. . . . . . . . . . . . . . . . . 36

5.03 Merger or Consolidation of, or Assumption of the Obligations
of, Transferor; Certain Limitations . . . . . . . . . . . . . . . . . 36

5.04 Limitation on Liability of Transferor and Others. . . . . . . . . . . 38

5.05 Transferor May Own Investor Certificates. . . . . . . . . . . . . . . 38

5.06 No Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

5.07 Tax Matters Partner . . . . . . . . . . . . . . . . . . . . . . . . . 39

5.08 Maturity Advances . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE VI THE 1998-B SECURITIZATION TRUSTEE . . . . . . . . . . . . . . . . . . 39

6.01 Duties of the 1998-B Securitization Trustee . . . . . . . . . . . . . 39

6.02 Certain Matters Affecting the 1998-B Securitization Trustee . . . . . 41

6.03 1998-B Securitization Trustee Not Liable for Certificates or
Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

6.04 1998-B Securitization Trustee May Own Certificates. . . . . . . . . . 43

6.05 1998-B Securitization Trustee's Fees and Expenses . . . . . . . . . . 43

6.06 Eligibility Requirements for 1998-B Securitization Trustee. . . . . . 43

6.07 Resignation or Removal of 1998-B Securitization Trustee . . . . . . . 44

6.08 Successor 1998-B Securitization Trustee . . . . . . . . . . . . . . . 44

6.09 Merger or Consolidation of 1998-B Securitization Trustee. . . . . . . 45

6.10 Appointment of Co-Trustee or Separate Trustee . . . . . . . . . . . . 45

6.11 Representations and Warranties of Trustee . . . . . . . . . . . . . . 46

6.12 Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

6.13 Trustee May Enforce Claims Without Possession of Certificates . . . . 47

6.14 Suit for Enforcement. . . . . . . . . . . . . . . . . . . . . . . . . 47

6.15 Rights of Certificateholders to Direct Trustee. . . . . . . . . . . . 48

6.16 No Petition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

6.17 Negative Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE VII TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

7.01 Termination of the 1998-B Securitization Trust. . . . . . . . . . . . 49

7.02 Optional Purchase of 1998-B SUBI. . . . . . . . . . . . . . . . . . . 50

ARTICLE VIII ACCUMULATION EVENTS AND LIQUIDATION EVENTS. . . . . . . . . . . . . . 51

8.01 Accumulation Events . . . . . . . . . . . . . . . . . . . . . . . . . 51

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8.02 Liquidation Events. . . . . . . . . . . . . . . . . . . . . . . . . . 51

ARTICLE IX MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . 52

9.01 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

9.02 Protection of Title to Trust. . . . . . . . . . . . . . . . . . . . . 54

9.03 Limitation on Rights of Certificateholders. . . . . . . . . . . . . . 54

9.04 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

9.05 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

9.06 Severability of Provisions: Counterparts. . . . . . . . . . . . . . . 56

9.07 Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

9.08 Certificates Nonassessable and Fully Paid . . . . . . . . . . . . . . 56

ARTICLE X AGENT FOR SERVICE . . . . . . . . . . . . . . . . . . . . . . . . . . 57

10.01 Agent for Service of Transferor . . . . . . . . . . . . . . . . . . . 57

10.02 Agent of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . 57

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EXHIBITS:

Exhibit A-1 Form of Class A-1 Certificate . . . . . . . . . . . . . . . . . . . .A-1
Exhibit A-2 Form of Class A-2 Certificate . . . . . . . . . . . . . . . . . . .A-2-1
Exhibit A-3 Form of Class A-3 Certificate . . . . . . . . . . . . . . . . . . .A-3-1
Exhibit B Form of Class B Certificate . . . . . . . . . . . . . . . . . . . . .B-1
Exhibit C Form of Transferor Certificate. . . . . . . . . . . . . . . . . . . .C-1
Exhibit D Form of Rule 144A Transferee Certificate. . . . . . . . . . . . . . .D-1
Exhibit E Form of Non-Rule 144A Transferee Certificate. . . . . . . . . . . . .E-1

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1998-B SECURITIZATION TRUST AGREEMENT

THIS 1998-B SECURITIZATION TRUST AGREEMENT, dated as of September 1,
1998, is made with respect to the formation of the TOYOTA AUTO LEASE TRUST
1998-B (the "1998-B Securitization Trust"), between TOYOTA LEASING, INC. a
California corporation ("Transferor" or, in its capacity as transferor
hereunder, the "Transferor"), and U.S. Bank National Association, a national
banking association, as trustee (the "1998-B Securitization Trustee").

RECITALS

The Toyota Lease Trust (the "Titling Trust") is governed by the
Amended and Restated Trust and Servicing Agreement dated as of October 1,
1996 (the "Titling Trust Agreement") among Toyota Motor Credit Corporation, a
California corporation, as grantor, initial beneficiary and servicer ("TMCC"
and in its capacity as servicer, the "Servicer"), TMTT, Inc., a Delaware
corporation, as trustee (the "Titling Trustee") and, for the limited purposes
stated therein, First Bank National Association (now known as U.S. Bank
National Association), a national banking association, as trust agent.
Pursuant to the Co-Trustee Agreement, Delaware Trust Capital Management, Inc.
will act as co-trustee of the Titling Trust. The Titling Trust acquires and
holds title to various automobiles, light-duty trucks, related lease
contracts and certain other assets in accordance with the terms of the
Titling Trust Agreement. Capitalized terms used and not defined in these
Recitals have the meanings given in Article I below.

Concurrently herewith, TMCC, the Titling Trustee and U.S. Bank
National Association (formerly known as First Bank National Association)
("U.S. Bank") have entered into the 1998-B SUBI Supplement to the Titling
Trust Agreement dated as of September 1, 1998 (the "1998-B SUBI Supplement")
pursuant to which the Titling Trust, at the direction of TMCC, will create
and issue a special unit of beneficial interest in the Titling Trust (the
"1998-B SUBI"), whose beneficiaries generally will be entitled to the net
cash flow arising from the related SUBI Portfolio (such SUBI Portfolio, the
"1998-B SUBI Portfolio"). The 1998-B SUBI will be evidenced by (i) one
certificate (the "1998-B SUBI Certificate") evidencing beneficial interests
in the assets of the 1998-B SUBI other than proceeds of the Residual Value
Insurance Policies, (whether or not such proceeds are attributable to the
1998-B Leased Vehicles and the 1998-B Contracts) and (ii) one certificate
(the "1998-B SUBI Insurance Certificate") evidencing beneficial interests in
the assets of the 1998-B SUBI that are proceeds of the Residual Value
Insurance Policies attributable to the 1998-B Leased Vehicles and the 1998-B
Contracts (which assets are net of claims adjustment expenses). The 1998-B
SUBI Certificate and the 1998-B SUBI Insurance Certificate collectively
represent a 100% beneficial interest in the 1998-B SUBI.

Concurrently herewith, the Titling Trustee (on behalf of the
Titling Trust), and the Servicer and U.S. Bank also have entered into a
1998-B SUBI Servicing Supplement to the Titling Trust Agreement dated as of
September 1, 1998 (the "1998-B SUBI Servicing Supplement"), pursuant to which
the terms of the Titling Trust Agreement will be supplemented insofar as they
apply to the 1998-B SUBI Portfolio, providing for further servicing
obligations that will benefit the holders of the 1998-B SUBI Certificate.

Concurrently herewith, TMCC and the Transferor have entered into
the 1998-B SUBI Certificate Purchase and Sale Agreement dated as of September
1, 1998 (the "SUBI Certificate Purchase and Sale Agreement"), pursuant to
which TMCC sold to the Transferor, without recourse, all of TMCC's right,
title and interest in and to the 1998-B SUBI, the 1998-B SUBI Certificate and
the 1998-B SUBI Insurance Certificate, all monies due thereon and the right
to realize on any property subject to the 1998-B SUBI, and all proceeds
thereof, for the consideration stated therein. The parties hereto
acknowledge that the Transferor is not transferring or conveying to the
1998-B Securitization Trust or the 1998-B Securitization Trustee any right to
or interest in the 1998-B SUBI Insurance Certificate.

The parties hereto desire that U.S. Bank National Association,
as securities intermediary (the "SUBI Securities Intermediary"), establish a
securities account (as defined in Section 8-102 of the UCC) in the name of
U.S. Bank National Association, as 1998-B Securitization Trustee (the "1998-B
SUBI Securities Account") to which the 1998-B SUBI Certificate will be
transferred pursuant to this 1998-B Securitization Trust Agreement.

The parties desire to enter into this 1998-B Securitization
Trust Agreement to create the 1998-B Securitization Trust, to provide for the
issuance by the 1998-B Securitization Trust of certain Certificates and to
provide for the exchange of those Certificates for the 1998-B SUBI
Certificate in connection with a Securitized Financing by the Transferor.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

1.01 DEFINITIONS.

For all purposes of this 1998-B Securitization Trust Agreement, except
as otherwise expressly provided or unless the context otherwise requires, (a)
unless otherwise defined herein, all capitalized terms used herein shall have
the meanings attributed to them in the Annex of Definitions attached to the
Titling Trust Agreement or the Annex of Supplemental Definitions attached to
the 1998-B SUBI Supplement; PROVIDED, HOWEVER, that in the event a term is
defined both in the Annex of Definitions and in the Annex of Supplemental
Definitions, the definition in the Annex of Supplemental Definitions shall
prevail, (b) defined terms include (i) all genders and (ii) the plural as
well as the singular, (c) all references to words such as "herein", "hereof"
and the like shall refer to this 1998-B Securitization Trust Agreement as a
whole and not to any particular article or section within this 1998-B
Securitization Trust Agreement, (d) the term "include" and all variations
thereon shall mean "include without limitation", and (e) the term "or" shall
include "and/or".

1.02 ARTICLE AND SECTION REFERENCES.

Except as otherwise specified herein, all article and section references
shall be to Articles and Sections in this 1998-B Securitization Trust Agreement.

ARTICLE II
CREATION OF TRUST; ESTABLISHMENT OF SUBI SECURITIES ACCOUNT

2.01 CREATION OF TRUST; ESTABLISHMENT OF SUBI SECURITIES ACCOUNT.

(a) CREATION OF TRUST. Upon the execution of this 1998-B
Securitization Trust Agreement by the parties hereto, there is hereby created
the Toyota Auto Lease Trust 1998-B.

(b) ESTABLISHMENT OF 1998-B SUBI SECURITIES ACCOUNT.

(i) Pursuant to a separate agreement dated September 1, 1998,
between the 1998-B Securitization Trust and U.S. Bank National
Association, a securities account (as such term is defined in
Section 8-501(a) of the UCC) (the "1998-B SUBI Securities Account") will
be established and maintained with U.S. Bank National Association, in its
capacity as SUBI Securities Intermediary, for the benefit of the Toyota
Auto Lease Trust 1998-B.

(ii) The Transferor shall direct the SUBI Securities Intermediary
to credit to the 1998-B SUBI Securities Account the interests in the
1998-B SUBI Certificate transferred, assigned, or otherwise conveyed by
the Transferor as described in Section 2.02 of this 1998-B Securitization
Trust Agreement.

2.02 CONVEYANCE OF 1998-B SUBI CERTIFICATE.

(a) CONVEYANCE TO 1998-B SECURITIZATION TRUSTEE. In consideration
of the 1998-B Securitization Trustee's delivery to the Transferor of executed
and authenticated Investor Certificates, in authorized denominations in the
aggregate equal to the Initial Class A-1 Certificate Balance, Initial Class
A-2 Certificate Balance, Initial Class A-3 Certificate Balance and Initial
Class B Certificate Balance, and of the executed and authenticated Transferor
Certificate, the Transferor does hereby transfer, assign and otherwise convey
to the 1998-B Securitization Trustee, in trust for the benefit of the
Certificateholders, to the full extent of the Transferor's interest therein,
without recourse (subject to the Transferor's obligations herein):

(i) all of the right, title and interest of the Transferor in
and to the 1998-B SUBI Certificate, the rights in and benefits of the
1998-B SUBI evidenced by the 1998-B SUBI Certificate and all monies due
thereon and paid thereon or in respect thereof;

(ii) the right to realize upon any property that may be deemed to
secure the foregoing;

(iii) all rights accruing to the holder of the 1998-B SUBI
Certificate under the Titling Trust Agreement, the 1998-B SUBI Supplement
and the 1998-B SUBI Servicing Supplement; and

(iv) all proceeds of the foregoing; provided that all monies and
payments due or payable under any Residual Value Insurance Policies
applicable to the 1998-B Leased Vehicles and the 1998-B Contracts and the
right to receive such payments and monies, as evidenced by the 1998-B
SUBI Insurance Certificate, are retained by the Transferor and are not
hereby transferred, assigned or otherwise conveyed to the 1998-B
Securitization Trustee nor will they, under any circumstances, be subject
to the lien of the 1998-B Securitization Trust or any claim by 1998-B
Securitization Trustee.

(b) GRANT OF SECURITY INTEREST. The Transferor also does hereby
grant to the 1998-B Securitization Trustee a security interest in all of the
foregoing (exclusive of the monies and payments referred to in the proviso in
Section 2.02(a)(iv)), and the 1998-B Securitization Trustee shall have all
the rights, powers and privileges thereto and therein of a secured party
under the New York UCC.

(c) TERMINATION. The rights and powers granted herein to the 1998-B
Securitization Trustee have been granted in order to perfect its security
interests in the assets referred to in Section 2.02(a), are powers coupled
with an interest and will neither be affected by the bankruptcy of any other
person or entity nor by the lapse of time. The obligations of the SUBI
Securities Intermediary hereunder shall continue in effect until the security
interests of the 1998-B Securitization Trustee in the 1998-B SUBI Securities
Account have been terminated pursuant to the terms of this Securitization
Trust Agreement and the 1998-B Securitization Trustee has notified the SUBI
Securities Intermediary of such termination in writing. In the event of a
termination of this 1998-B Securitization Trust Agreement pursuant to Section
7.01(a)(i) or (iii), or upon repurchase of the 1998-B SUBI pursuant to
Section 7.02, the 1998-B Securitization Trustee is hereby authorized to
convey all interests in the 1998-B SUBI Certificate and in the 1998-B SUBI
evidenced thereby to the Transferor. In the event of a termination of this
1998-B Securitization Trust Agreement pursuant to Section 7.01(a)(iv) or (v),
the 1998-B Securitization Trustee is hereby authorized to convey all
interests in the 1998-B SUBI Certificate and in the 1998-B SUBI evidenced
thereby to the purchaser thereof. The 1998-B Securitization Trustee is
hereby authorized and directed to seek a buyer for the 1998-B SUBI
Certificate on the occurrence of a Liquidation Event in connection with the
related liquidation of the 1998-B Securitization Trust, in each case pursuant
to Section 8.02. The 1998-B Securitization Trustee shall not be responsible
for or have any liability with respect to any losses incurred in connection
with any such liquidation, other than as a result of its own negligence or
willful misfeasance.

2.03 ACCEPTANCE BY 1998-B SECURITIZATION TRUSTEE.

The 1998-B Securitization Trustee does hereby accept all consideration
conveyed by the Transferor pursuant to Section 2.02 and declares that the
1998-B Securitization Trustee shall hold such consideration in trust as
herein set forth for the benefit of the Certificateholders, subject to the
terms and provisions of this 1998-B Securitization Trust Agreement.

In accepting the 1998-B SUBI Certificate, the 1998-B Securitization
Trustee does hereby release all claims to the Titling Trust Assets allocated
to the UTI Sub-Trust or to any Other SUBI Sub-Trust and, in the event that
such release is not given effect, to fully subordinate all claims it may be
deemed to have against the Titling Trust Assets allocated thereto.

2.04 TRANSFER OF COLLECTIONS.

The parties hereto acknowledge that the Titling Trustee, on behalf of
the Titling Trust, has made a complete transfer to the 1998-B Securitization
Trustee of the Collections in respect of the 1998-B SUBI Assets contained in
all accounts maintained by the Titling Trustee (excluding proceeds of the
Residual Value Insurance Policies, as evidenced by the 1998-B SUBI Insurance
Certificate, which are the sole property of the Transferor) and, except as
provided in this 1998-B SUBI Securitization Trust Agreement, the 1998-B SUBI
Supplement and the 1998-B SUBI Servicing Supplement, neither the Titling
Trustee nor the Servicer has any right to direct such funds to a third party
or to receive such funds (other than to receive such funds pursuant to an
investment thereof in Permitted Investments on which such party is the
obligor).

ARTICLE III
ALLOCATIONS, APPLICATIONS AND PAYMENTS; THE RESERVE FUND;
STATEMENTS TO CERTIFICATEHOLDERS

3.01 ALLOCATIONS, APPLICATIONS AND PAYMENTS.

(a) SERVICER'S CERTIFICATES. On each Determination Date, the
Servicer shall deliver to the 1998-B Securitization Trustee a Servicer's
Certificate which sets forth, among other things, the amount of Interest
Collections and Principal Collections allocable to the 1998-B SUBI, the
Investor Percentage, the Transferor Percentage, the Certificate Factor for
each Class, the amount of Advances (which includes Inventory Advances) and
Maturity Advances, if any, to be made by or reimbursed to the Servicer, the
aggregate amount, if any, to be withdrawn from the Reserve Fund and the
Servicing Fee and other servicing compensation payable to the Servicer with
respect to the preceding Collection Period and related Monthly Allocation
Date. On or prior to each Determination Date, the Servicer shall also
determine the Specified Reserve Fund Balance and the amounts to be allocated
and applied or paid in respect of the Investor Interest and Transferor
Interest and in respect of other amounts to be released from the Trust.

(b) SOURCE OF DEPOSITS.

(i) If, based on the Servicer's Certificate prepared by the
Servicer, funds are to be deposited into the 1998-B SUBI Certificateholders'
Account, the 1998-B Securitization Trustee shall make such deposit from the
following sources, in the following order of priorities:

(A) from net investment earnings on Permitted Investments made
on prior Monthly Allocation Dates of funds in the 1998-B SUBI
Certificateholders' Account in respect of the Class A-1 Monthly Interest
Accrual Amount, the Class A-2 Monthly Interest Accrual Amount, the Class
A-3 Monthly Interest Accrual Amount and interest accrued on

the Adjusted Class B Certificate Balance and Certificate Principal Loss
Amounts allocated thereto and not reimbursed; and

(B) applicable amounts in the 1998-B SUBI Collection Account or
the Reserve Fund, as applicable.

(ii) Provided that (A) the Transferor has not exercised its option to
repurchase the 1998-B SUBI and (B) a Liquidation Event has not occurred, on each
relevant Monthly Allocation Date that is a Certificate Payment Date, all amounts
to be paid to Certificateholders, the Transferor or other Persons, shall be made
from the 1998-B SUBI Collection Account. On each Monthly Allocation Date, the
1998-B Securitization Trustee will withdraw, to the extent necessary, the
amounts specified herein from the 1998-B SUBI Certificateholders' Account and/or
the Reserve Fund and deposit such amounts into the 1998-B SUBI Collection
Account in order to make the applications and payments indicated herein.

(c) ALLOCATIONS AND APPLICATIONS IN RESPECT OF INTEREST. The
Certificates of each Class will bear interest at the rate specified therein, and
such interest will accrue for each related Interest Period on the basis of
twelve months, each assumed to consist of thirty days, and a year assumed to
consist of 360 days. Provided that the Transferor has not exercised its option
to repurchase the 1998-B SUBI pursuant to Section 7.02 herein, and provided that
the Trust has not been liquidated, pursuant to Section 7.01 herein, on each
Monthly Allocation Date, based solely upon the information set forth in the
Servicer's Certificate, the 1998-B Securitization Trustee shall make the
following allocations of Available Interest in the following amounts (to the
extent sufficient therefor) and in the following order of priority:

(i) an amount equal to the amount of the Class A-1 Monthly
Interest Accrual Amount, the Class A-2 Monthly Interest Accrual Amount
and the Class A-3 Monthly Interest Accrual Amount for the related Monthly
Interest Period, on a pro rata basis;

(ii) an amount equal to the amount of any unreimbursed Class A-1
Interest Carryover Shortfall, Class A-2 Interest Carryover Shortfall and
Class A-3 Interest Carryover Shortfall, on a pro rata basis.

(iii) an amount equal to the amount of interest accrued on the
Adjusted Class B Certificate Balance during the related Monthly Interest
Period, plus any Class B Interest Carryover Shortfall;

(iv) to the Servicer, an amount equal to the Investor Percentage
of (a) the Servicing Fee for the related Collection Period and (b) the
aggregate of the Investor Percentage of the accrued but unpaid Servicing
Fees in respect of any prior Collection Periods;

(v) to the Servicer, an amount equal to the Investor Percentage
of the Capped Contingent and Excess Liability Premiums that have not yet
been reimbursed to the Servicer;

(vi) to the Titling Trustee(or the Servicer, if such amounts were
previously advanced by the Servicer), an amount equal to the Investor
Percentage of Capped Titling Trust Administrative Expenses;

(vii) to the 1998-B Securitization Trustee(or the Servicer, if
such amounts were previously advanced by the Servicer), an amount equal
to the Investor Percentage of Capped Securitization Trust Administrative
Expenses;

(viii) an amount equal to the sum of (a) the aggregate Loss Amounts
allocable to the Adjusted Class A-1 Certificate Balance, the Adjusted
Class A-2 Certificate Balance and the Adjusted Class A-3 Certificate
Balance on such Monthly Allocation Date plus (b) the aggregate
Certificate Principal Loss Amounts allocated to the Adjusted Class A-1
Certificate Balance, the Adjusted Class A-2 Certificate Balance and the
Adjusted Class A-3 Certificate Balance on any prior Monthly Allocation
Date (on a pro rata basis based on the aggregate amounts of such Loss
Amounts and Certificate Principal Loss Amounts previously allocated to
each such Class), in each case to the extent not reimbursed on such date
through the application of amounts withdrawn from the Reserve Fund or
Transferor Amounts and not reimbursed pursuant to this clause (viii) on
any prior date;

(ix) an amount equal to the amount, if any, of interest accrued
during the related Monthly Interest Period at the Class B Rate on any
Certificate Principal Loss Amounts previously allocated to the Adjusted
Class B Certificate Balance and not yet reimbursed prior to such date;

(x) an amount equal to the aggregate amount of Loss Amounts
allocable to the Adjusted Class B Certificate Balance on such Monthly
Allocation Date and not reimbursed pursuant to this clause or through the
application of amounts withdrawn from the Reserve Fund and Transferor
Amounts, plus the aggregate amount of Certificate Principal Loss Amounts
allocated to the Adjusted Class B Certificate Balance on any prior
Monthly Allocation Date and not previously reimbursed pursuant to this
clause (x);

(xi) an amount equal to the excess of the Specified Reserve Fund
Balance over the amount then on deposit in the Reserve Fund;

(xii) to the Titling Trustee (or the Servicer, if such amounts
were previously advanced by the Servicer), an amount equal to the
Investor Percentage of Uncapped Titling Trust Administrative Expenses;

(xiii) to the 1998-B Securitization Trustee (or the Servicer, if
such amounts were previously advanced by the Servicer), an amount equal
to the Investor Percentage of Uncapped Securitization Trust
Administrative Expenses; and

(xiv) the balance, if any, shall constitute Excess Amounts.

(d) SOURCES OF APPLICATIONS AND PAYMENTS. Applications and/or
payments of amounts allocated pursuant to the priorities set forth in Section
3.01(c) above will be made from the following sources in the following order of
priority:

(i) Available Interest, to the extent thereof;

(ii) in the case of Section 3.01(c) clauses (i), (ii), (iii),
(viii), (ix) or (x), amounts withdrawn from the Reserve Fund to the
extent of the lesser of (A) the amount on deposit in the Reserve Fund on
the related Deposit Date and available therefor and (B) the amount, if
any, by which the aggregate of amounts allocable and applicable or
payable pursuant to such clauses (i), (ii), (iii), (viii), (ix) or (x)
exceeds the amount of Available Interest available to make such
allocation and application or payment based on the foregoing priorities;
PROVIDED, HOWEVER, that amounts allocated to the Class B Reserve Amount
shall be utilized only if there are no other amounts then on deposit in
the Reserve Fund and shall be available exclusively for payment of
accrued and unpaid interest with respect to the Class B Certificates, and
on the Class B Targeted Maturity Date, for reduction of the Adjusted
Class B Certificate Balance until the Adjusted Class B Certificate
Balance has been reduced to zero; and PROVIDED, FURTHER, that if such
Monthly Allocation Date is a relevant Certificate Payment Date that is on
or after the Class B Targeted Maturity Date, and if amounts then on
deposit in the Reserve Fund are sufficient to both repay any unreimbursed
Maturity Advances and to reduce the Adjusted Certificate Balance of each
Class of Investor Certificates then outstanding to zero, such amounts
will be so applied to the extent available therefor; and

(iii) in the case of Section 3.01(c) clauses (i) through (x) and,
to the extent set forth in Sections 3.01(i)(ii) and 3.01(i)(iii),
Transferor Amounts.

(e) PAYMENTS TO CLASS A CERTIFICATEHOLDERS.

(i) Subject to Sections 3.01(i), (k) and (l), payments of interest
will be made to the Class A-1 Certificateholders, Class A-2 Certificateholders
and Class A-3 Certificateholders, respectively, of (A) amounts allocated
pursuant to clauses (i) and (ii) of Section 3.01(c) above (whether from amounts
held in the 1998-B SUBI Collection Account or 1998-B SUBI Certificateholders'
Account) and (B) the net investment income earned on Permitted Investments with
respect to funds deposited into the 1998-B Certificateholders' Account on prior
Monthly Allocation Dates in respect of the Adjusted Class A-1 Certificate
Balance, Adjusted Class A-2 Certificate Balance or Adjusted Class A-3
Certificate Balance, as the case may be, (1) on each Monthly Allocation Date in
March and September, commencing in March 1999, until the related Targeted
Maturity Date, as well as (2) on the related Targeted Maturity Date and (3) if
the Adjusted Class Certificate Balance of such Class has not been reduced to
zero on its Targeted Maturity Date, on each Monthly Allocation Date following
such Targeted Maturity Date until such Adjusted Class Certificate Balance is
reduced to zero, in each case to the extent of amounts available therefor. In
addition, also subject to Sections 3.01(i), (k) and (l), in connection with a
Liquidation Event or any exercise by the Transferor of its option to repurchase
the 1998-B SUBI Certificate pursuant to Section 7.02, on the Monthly Allocation
Date following the receipt by the

1998-B Securitization Trustee of the proceeds of such liquidation or option
exercise, payments of interest will be made to the Class A-1
Certificateholders, Class A-2 Certificateholders and Class A-3
Certificateholders, respectively, from such proceeds, to the extent available
therefor pursuant to Section 3.01(o).

(ii) Payments in reduction of the Adjusted Class A-1 Certificate
Balance, the Adjusted Class A-2 Certificate Balance and the Adjusted Class
A-3 Certificate Balance will be made from the amounts allocated therefore in
Sections 3.01(c) and 3.01(l) on (A) the related Targeted Maturity Date and
(B) if the Adjusted Class A-1 Certificate Balance, Adjusted Class A-2
Certificate Balance or Adjusted Class A-3 Certificate Balance is not reduced
to zero on the related Targeted Maturity Date, then, for each such Class, on
each subsequent Monthly Allocation Date until the date on which the Adjusted
Class A-1 Certificate Balance, Adjusted Class A-2 Certificate Balance or
Adjusted Class A-3 Certificate Balance, as the case may be, is reduced to
zero, in each case to the extent of amounts available therefor. In addition,
in connection with a Liquidation Event or any exercise by the Transferor of
its option to repurchase the 1998-B SUBI Certificate pursuant to Section
7.02, on the Monthly Allocation Date following the receipt by the 1998-B
Securitization Trustee of the proceeds of such liquidation or option
exercise, payments in reduction of the Adjusted Class A-1 Certificate
Balance, the Adjusted Class A-2 Certificate Balance and the Adjusted Class
A-3 Certificate Balance will be made from such proceeds, to the extent
available therefor pursuant to Section 3.01(o), all as more fully described
in Sections 3.01(l)(iii) and (iv).

(f) PAYMENTS TO CLASS B CERTIFICATEHOLDERS.

(i) Subject to Sections 3.01(i), (k) and (l), payments of interest
will be made to the Class B Certificateholders of (A) the amounts allocated
pursuant to clauses (iii) and (ix) of Section 3.01(c) above (whether from
amounts held in the 1998-B SUBI Collection Account or 1998-B SUBI
Certificateholders' Account) and (B) the net investment income earned on
Permitted Investments with respect to funds deposited into the 1998-B
Certificateholders' Account on prior Monthly Allocation Dates in respect of the
Adjusted Class B Certificate Balance, (1) on each Monthly Allocation Date in
March and September, commencing in March 1999, until the related Targeted
Maturity Date, as well as (2) on the related Targeted Maturity Date and (3) if
the Adjusted Class B Certificate Balance has not been reduced to zero on its
Targeted Maturity Date, on each Monthly Allocation Date following such Targeted
Maturity Date until the Adjusted Class B Certificate Balance is reduced to zero,
in each case to the extent of amounts available therefor. In addition, also
subject to Sections 3.01(i), (k) and (l), in connection with a Liquidation Event
or any exercise by the Transferor of its option to repurchase the 1998-B SUBI
Certificate pursuant to Section 7.02, on the Monthly Allocation Date following
the receipt by the Trust of the proceeds of such liquidation or option exercise,
payments of interest will be made to the Class B Certificateholders from such
proceeds, to the extent available therefor pursuant to Section 3.01(o).

(ii) Payments in reduction of the Adjusted Class B Certificate
Balance will be made from the amounts allocated therefore in Sections 3.01(c)
and 3.01(l) on (A) the Class B Targeted Maturity Date and (B) if the Adjusted
Class B Certificate Balance is not reduced to zero on the

Class B Targeted Maturity Date, then on each subsequent Monthly Allocation
Date until the date on which the Adjusted Class B Certificate Balance is
reduced to zero, in each case to the extent of amounts available therefor. In
addition, in connection with a Liquidation Event or any exercise by the
Transferor of its option to repurchase the SUBI Certificate pursuant to
Section 7.02, on the Monthly Allocation Date following the receipt by the
1998-B Securitization Trustee of the proceeds of such liquidation or option
exercise, payments in reduction of the Adjusted Class B Certificate Balance
will be made from such proceeds, to the extent available therefor pursuant to
Section 3.01(o), all as more fully described in Sections 3.01(l)(iii) and
(iv).

(g) PAYMENTS TO SERVICER, SECURITIZATION TRUSTEE AND TITLING TRUSTEE.
On each Monthly Allocation Date, the 1998-B Securitization Trustee shall pay to
the Servicer the amounts allocated pursuant to clauses (iv) and (v) of Section
3.01(c) above. On each Monthly Allocation Date, the 1998-B Securitization
Trustee shall pay to the Titling Trustee the amounts allocated pursuant to
clauses (vi) and (xii) of Section 3.01(c) above, except that if the Servicer
previously has made Advances in respect of such amounts, such payment will
instead be made to the Servicer up to the amount of such Advances not previously
reimbursed. On each Monthly Allocation Date, the 1998-B Securitization Trustee
will be entitled to withdraw from the 1998-B SUBI Collection Account for its own
benefit and use, the amounts allocated pursuant to clauses (vii) and (xiii) of
Section 3.01(c) above, except that if the Servicer previously has made Advances
in respect of such amounts, the 1998-B Securitization Trustee shall instead pay
such amounts to the Servicer up to the amount of such Advances not previously
reimbursed.

Notwithstanding the foregoing, in accordance with the provisions of
Section 7.01(c) of the Titling Trust Agreement and Section 4.02(a) of the 1998-B
SUBI Servicing Supplement, for so long as TMCC is the Servicer and each Monthly
Remittance Condition is satisfied, the Servicer will be entitled to make
deposits of Collections into the 1998-B SUBI Collection Account net of amounts
payable or reimbursable to the Servicer as compensation amounts, in respect of
Advances or otherwise (including in respect of amounts advanced by the Servicer
in respect of amounts otherwise payable to the 1998-B Securitization Trustee or
to the Titling Trustee or Trust Agent), and net of amounts payable or
reimbursable (and actually so paid or reimbursed directly by the Servicer) in
respect of Titling Trust. To the extent the Servicer makes deposits net of any
such amounts, the Servicer will cause each relevant Servicer's Certificate to
correctly and accurately account for such amounts in providing all information
with respect to allocations, applications and payments to be made pursuant to
Section 3.01 of the 1998-B Securitization Trust Agreement on the same basis as
though such amounts were in fact deposited into the 1998-B SUBI Collection
Account. Moreover, the Servicer will, in each relevant Servicer's Certificate,
instruct the 1998-B Securitization Trustee not to make any distribution to the
Servicer, Transferor or Titling Trustee to the extent that the Servicer has made
any deposit net of a corresponding amount, and the 1998-B Securitization Trustee
will have no obligation with respect to or liability for following any such
instruction by the Servicer.

(h) DEPOSITS INTO AND RELEASES FROM THE RESERVE FUND.

(i) On each Monthly Allocation Date, the 1998-B Securitization
Trustee shall withdraw from the 1998-B SUBI Collection Account and
deposit into the Reserve Fund the amount allocated pursuant to clause
(xi) of Section 3.01(c) above.

(ii) On each Monthly Allocation Date, the 1998-B Securitization
Trustee shall distribute to the Transferor, to the extent thereof, (A)
any net investment income from investment of funds in the Reserve Fund
and (B) any amounts in excess of the Specified Reserve Fund Balance on
such date; provided that no such release will be made if Transferor
Amounts are being held in the Reserve Fund because the Servicer is
required to deliver certifications concerning ERISA matters as set forth
in Section 3.01(i) below.

(i) PAYMENTS TO TRANSFEROR; TRANSFEROR AMOUNTS. On each Monthly
Allocation Date, the 1998-B Securitization Trustee shall make the following
payments in respect of the Transferor Interest in the following order of
priority:

(i) to the Transferor, from and in reduction of the amounts of
Principal Collections otherwise to be deposited into the 1998-B SUBI
Collection Account or 1998-B SUBI Certificateholders' Account, an amount
equal to the aggregate amount of any unreimbursed Maturity Advances, as
specified in the related Servicer's Certificate (notwithstanding anything
herein to the contrary, such payment is to be made prior to any other
application or payment of amounts described in Section 3.01(e), Section
3.01(f) or Section 3.01(l));

(ii) to the Transferor, an amount as Transferor Amounts equal to
the Transferor Percentage of Collections, to the extent any portion of
such amount is not required to be applied to cover certain shortfalls as
described in this Section, or in Sections 3.01(d), 3.01(l) or 3.01(n)
below;

(iii) to the Transferor, Excess Amounts, payable as follows:

(A) if such Monthly Allocation Date relates to a Collection
Period the last day of which is during the Revolving Period, the
amount allocated as Excess Amounts pursuant to clause (xiv) of
Section 3.01(c) (subject to the proviso in subsection (C) below);
and

(B) if such Monthly Allocation Date relates to a Collection
Period the last day of which is after the Revolving Period, the
balance of any such Excess Amounts (subject to the proviso in
subsection (C) below) after the 1998-B Securitization Trustee has
first deposited such amounts, up to but not exceeding the
Accelerated Principal Distribution Amount, into the 1998-B SUBI
Certificateholders' Account or SUBI Collection Account (if such
Monthly Allocation Date is a relevant Certificate Payment Date);

(C) provided, however, that in the event TMCC is and
continues to be required to deliver the certifications concerning
ERISA matters specified in Section 5.03(b) of the 1998-B SUBI
Servicing Supplement, any such Excess Amounts that

would be released to the Transferor as described above shall
instead be deposited into the Reserve Fund, whether or not the
then applicable Specified Reserve Fund Balance has been met.

Notwithstanding the foregoing, on each Monthly Allocation Date for which
there is a Required Amount, after giving effect to all allocations, applications
and payments required to be made and all required deposits to or withdrawals
from the Reserve Fund on such Monthly Allocation Date, amounts that otherwise
would be payable to the Transferor in respect of Transferor Amounts will be
deposited in the Reserve Fund until the amount on deposit therein equals the
Specified Reserve Fund Balance with the remainder to be paid to the Transferor
by the 1998-B Securitization Trustee as follows:

(1) if such Monthly Allocation Date relates to a Collection
Period the last day of which is during the Revolving Period, Transferor
Amounts relating to the Transferor Percentage of Interest Collections;
and

(2) if such Monthly Allocation Date relates to a Collection
Period the last day of which is after the Revolving Period, (A) the
Transferor Amounts relating to the Transferor Percentage of Interest
Collections and (B) if and to the extent that the Transferor Interest
will be equal to or greater than zero, after all required allocations,
applications and payments have been made on such Monthly Allocation Date,
the remaining Transferor Amounts relating to the Transferor Percentage of
Principal Collections.

Any amounts that would otherwise be payable to the Transferor pursuant
to the preceding paragraph, but not paid to the Transferor because the
Transferor Interest would be less than or equal to zero, shall instead be
held in the 1998-B SUBI Collection Account until:

(1) applied to cover the Class A-1 Monthly Interest Accrual
Amount, the Class A-2 Monthly Interest Accrual Amount, the Class A-3
Monthly Interest Accrual Amount, any Class A-1 Interest Carryover
Shortfall, Class A-2 Interest Carryover Shortfall, Class A-3 Interest
Carryover Shortfall, interest accrued on the Adjusted Class B Certificate
Balance, any Class B Interest Carryover Shortfall or any interest accrued
on unreimbursed Certificate Principal Loss Amounts previously allocated
to the Adjusted Class B Certificate Balance;

(2) applied in reduction of the Adjusted Class A-1 Certificate
Balance, Adjusted Class A-2 Certificate Balance, Adjusted Class A-3
Certificate Balance and the Adjusted Class B Certificate Balance until
each such Certificate Balance has been reduced to zero;

(3) the Transferor Interest again exceeds zero.

Amounts properly received by the Transferor pursuant to this Section 3.01
shall be free of any claim of the 1998-B Securitization Trust, the 1998-B
Securitization Trustee or the Investor

Certificateholders and shall not be available to the 1998-B Securitization
Trustee or the 1998-B Securitization Trust for the purpose of making deposits
to the Reserve Fund or making payments to the Investor Certificateholders,
nor shall the Transferor be required to refund any amount properly received
by it.

(j) INVESTMENT OF AVAILABLE AMOUNTS. Amounts allocated and to be
applied or paid to the Class A Certificates and the Class B Certificates
pursuant to Sections 3.01(c), (d) and (l) and not paid on any Monthly Allocation
Date will be deposited into the 1998-B Certificateholders' Account on such date
and invested in Permitted Investments as follows:

(i) during the Revolving Period, amounts allocated and applied
pursuant to clauses (i), (ii), (iii), (viii), (ix) and (x) of Section
3.01(c) above will be invested in Permitted Investments maturing on or
prior to the succeeding relevant Certificate Payment Date and bearing
interest at the related Required Rates;

(ii) following the termination of the Revolving Period on any
Monthly Allocation Date that is not a Certificate Payment Date, both
Available Interest allocated and applied pursuant to subsection (i) above
and all amounts allocable and applicable in respect of the Adjusted Class
A-1 Certificate Balance, the Adjusted Class A-2 Certificate Balance,
Adjusted Class A-3 Certificate Balance and the Adjusted Class B
Certificate Balance (including reimbursements of Loss Amounts or
Certificate Principal Loss Amounts) will be invested in Permitted
Investments maturing on or prior to the succeeding relevant Certificate
Payment Date, and bearing interest at the related Required Rates.

(k) INVESTMENT IN SUBSEQUENT CONTRACTS AND SUBSEQUENT LEASED VEHICLES.
Notwithstanding anything in this Agreement to the contrary, on any Monthly
Allocation Date related to a Collection Period the last day of which is during
the Revolving Period:

(i) The amounts to be applied or paid pursuant to the priorities
set forth in clauses (viii) and (x) of Section 3.01(c) above that are
allocated to reimburse Loss Amounts or Certificate Principal Loss Amounts
(whether from Available Interest, amounts withdrawn from the Reserve Fund
or Transferor Amounts) and amounts allocated for deposit into the 1998-B
Certificateholders' Account from Principal Collections pursuant to
Section 3.01(l)(ii) below shall not be deposited in the 1998-B SUBI
Certificateholders' Account, but shall be treated as and be deemed to be
Principal Collections that are part of the Investor Percentage of
Principal Collections for purposes of Section 3.02 of the 1998-B SUBI
Servicing Supplement and this Section 3.01 and available for reinvestment
in Subsequent Contracts and Subsequent Leased Vehicles; and

(ii) Transferor Amounts relating to the Transferor Percentage of
Principal Collections (other than such amounts allocated to cover
shortfalls as described above under Sections 3.01(d) and 3.01(i) above)
shall be available for reinvestment in Subsequent Contracts and
Subsequent Leased Vehicles; provided, however, that on any Monthly
Allocation Date related to a Collection Period the last day of which is
after the

Revolving Period, such amounts will constitute Transferor Amounts and
shall be applied and paid as described in Section 3.01(i) above.

(l) ALLOCATIONS IN RESPECT OF ADVANCES; APPLICATIONS AND PAYMENTS OF
PRINCIPAL COLLECTIONS.

(i) Provided that a Liquidation Event has not occurred, on each
Monthly Allocation Date, based on the related Servicer's Certificate, the 1998-B
Securitization Trustee shall allocate an amount equal to the amount of any
unreimbursed Advances (which includes Inventory Advances) and Nonrecoverable
Advances and shall pay to the Servicer the amount of any unreimbursed Advances
and Nonrecoverable Advances so allocated (unless the Servicer has deposited
Collections net of such amounts pursuant to Section 3.01(g) above) from (i)
Principal Collections, to the extent available therefor and (ii) Interest
Collections, to the extent of any insufficiency.

(ii) Thereafter, on any relevant Monthly Allocation Date, the 1998-B
Securitization Trustee shall apply the Investor Percentage of remaining
Principal Collections plus any Accelerated Principal Distribution Amount (A) in
reimbursement to the Transferor for unreimbursed Maturity Advances and (B) for
deposit into the 1998-B SUBI Certificateholders' Account in respect of the
Adjusted Class A-1 Certificate Balance (until the Adjusted Class A-1 Certificate
Balance is reduced to zero), the Adjusted Class A-2 Certificate Balance (until
the Adjusted Class A-2 Certificate Balance is reduced to zero), the Adjusted
Class A-3 Certificate Balance (until the Adjusted Class A-3 Certificate Balance
is reduced to zero) or the Adjusted Class B Certificate Balance (until the
Adjusted Class B Certificate Balance is reduced to zero), in that order.

(iii) On each Certificate Payment Date that coincides with or follows
the related Targeted Maturity Date for any Class of Certificates, payments in
reduction of the Adjusted Class A-1 Certificate Balance, Adjusted Class A-2
Certificate Balance, Adjusted Class A-3 Certificate Balance or Adjusted Class B
Certificate Balance shall be made as follows and in the following order of
priority:

(A) with respect to the Class A-1 Certificates, all amounts on
deposit in the 1998-B SUBI Collection Account and the 1998-B SUBI
Certificateholders' Account in respect of the Adjusted Class A-1
Certificate Balance (after giving effect to any application of amounts
withdrawn from the Reserve Fund or Transferor Amounts available for such
application pursuant to Section 3.01(d)) will be paid to the Class A-1
Certificateholders until the Adjusted Class A-1 Certificate Balance is
reduced to zero;

(B) with respect to the Class A-2 Certificates, all amounts on
deposit in the 1998-B SUBI Collection Account and the 1998-B SUBI
Certificateholders' Account in respect of the Adjusted Class A-2
Certificate Balance (after giving effect to any application of amounts
withdrawn from the Reserve Fund and Transferor Amounts available for such
application pursuant to Section 3.01(d)) will be paid to Class A-2
Certificateholders until the class A-2 Certificate Balance is reduced to
zero;

(C) with respect to the Class A-3 Certificates, all amounts on
deposit in the 1998-B SUBI Collection Account and the 1998-B SUBI
Certificateholders' Account in respect of the Adjusted Class A-3
Certificate Balance (after giving effect to any application of amounts
withdrawn from the Reserve Fund and Transferor Amounts available for such
application pursuant to Section 3.01(d)) will be paid to Class A-3
Certificateholders until the Adjusted Class A-3 Certificate Balance is
reduced to zero; and

(D) with respect to the Class B Certificates, all amounts on
deposit in the 1998-B SUBI Collection Account and the 1998-B SUBI
Certificateholders' Account in respect of the Adjusted Class B
Certificate Balance (after giving effect to any application of amounts
withdrawn from the Reserve Fund and Transferor Amounts available for such
application pursuant to Section 3.01(d)) will be paid to the Class B
Certificateholders.

(iv) Notwithstanding the foregoing, (a) payments in reduction of the
Adjusted Class A-1 Certificate Balance, the Adjusted Class A-2 Certificate
Balance, the Adjusted Class A-3 Certificate Balance or the Adjusted Class B
Certificate Balance may be made prior to the related Targeted Maturity Date if
the assets of the Trust are liquidated following a Liquidation Event pursuant to
Section 7.01, and (b) payments in reduction of the Adjusted Class B Certificate
Balance may be made prior to the related Targeted Maturity Date in connection
with the exercise of the Transferor of its option to repurchase the 1998-B SUBI
Certificate pursuant to Section 7.02.

(m) MATURITY ADVANCES. To the extent that the Adjusted Class A-1
Certificate Balance is not reduced to zero on the Class A-1 Targeted Maturity
Date, the Adjusted Class A-2 Certificate Balance is not reduced to zero on the
Class A-2 Targeted Maturity Date, the Adjusted Class A-3 Certificate Balance is
not reduced to zero on the Class A-3 Targeted Maturity Date or the Adjusted
Class B Certificate Balance is not reduced to zero on the Class B Targeted
Maturity Date, the Transferor will have the option to make a Maturity Advance in
any amount up to the amount of such deficiency; provided that the Transferor
must give the Servicer and the 1998-B Securitization Trustee no fewer than two
Business Days' written notice of its intention to do so. Amounts received by
the Servicer or 1998-B Securitization Trustee in respect of any Maturity Advance
shall be deposited promptly by such recipient into the 1998-B SUBI Collection
Account for application on the relevant Certificate Payment Date that follows
the date such Maturity Advance is made and such notice is given.

(n) ALLOCATIONS OF LOSS AMOUNTS. The Investor Percentage of Loss
Amounts allocated to the Certificates shall be allocable to the Investor
Certificates. Loss Amounts allocated to the Investor Certificates on any
Monthly Allocation Date will be allocated in the following order of priority:

(i) in reduction of the Adjusted Class B Certificate Balance,
until the Adjusted Class B Certificate Balance is reduced to zero; and

(ii) in reduction of the Adjusted Class A-1 Certificate Balance,
the Adjusted Class A-2 Certificate Balance and the Adjusted Class A-3
Certificate Balance pro rata (based on such Adjusted Class A-1
Certificate Balance, Adjusted Class A-2 Certificate Balance and Adjusted
Class A-3 Certificate Balance as of the last day of the related

Collection Period) until the Adjusted Certificate Balance of each such
Class is reduced to zero.

Loss Amounts will be reimbursable on the Monthly Allocation Date on which
they are allocated, and Certificate Principal Loss Amounts will be reimbursable
on future Monthly Allocation Dates, in each case from Available Interest,
amounts withdrawn from the Reserve Fund and Transferor Amounts pursuant to
Sections 3.01(c), (d) and (i); PROVIDED, HOWEVER, that no such reimbursements
will be made for any Class of Certificates after the first relevant Certificate
Payment Date on which the Adjusted Class B Certificate Balance, the Adjusted
Class A-1 Certificate Balance, the Adjusted Class A-2 Certificate Balance, the
Adjusted Class A-3 Certificate Balance or the Adjusted Class B Certificate
Balance, as the case may be, is reduced to zero.

Certificate Principal Loss Amounts which are not reimbursed as provided
herein will bear interest at the Class A-1 Rate, Class A-2 Rate, Class A-3 Rate
or Class B Rate, as the case may be, until reimbursed or until the Adjusted
Class B Certificate Balance, the Adjusted Class A-1 Certificate Balance, the
Adjusted Class A-2 Certificate Balance or the Adjusted Class A-3 Certificate
Balance, as the case may be, is reduced to zero, and allocations and payments in
respect thereof will be made pursuant to Section 3.01(c).

(o) PAYMENTS FOLLOWING LIQUIDATION EVENT. Notwithstanding the
priorities set forth in Section 3.01 above, following any Liquidation Event and
liquidation of the assets of the 1998-B Securitization Trust pursuant to Section
8.02, the net proceeds of the liquidation of the assets of the 1998-B Trust will
be paid pursuant to the following payment priorities on the Monthly Allocation
Date following the receipt of such proceeds:

(i) to pay to the Transferor, an amount equal to the amount of
any unreimbursed Maturity Advances;

(ii) to pay to the 1998-B Securitization Trustee and Titling
Trustee, an amount equal to the amount of any Capped or Uncapped
Administrative Expense not yet reimbursed;

(iii) to pay to the Servicer, an amount equal to the amount of any
unreimbursed Advances made by it;

(iv) to pay to the Class A Certificateholders, as applicable, on
a pro rata basis, based on the respective amounts of interest so accrued
on each such Class, an amount equal to the sum of the accrued and unpaid
Class A-1 Monthly Interest Accrual Amounts, the Class A-2 Monthly
Interest Accrual Amounts and the Class A-3 Monthly Interest Accrual
Amounts through the date of such payment and an amount equal to the sum
of the unreimbursed Class A-1 Interest Carryover Shortfall, Class A-2
Interest Carryover Shortfall and Class A-3 Interest Carryover Shortfall
through the date of such payment;

(v) to pay to the Class B Certificateholders, an amount equal to
the amount of any accrued and unpaid interest on the Adjusted Class B
Certificate Balance and any

Certificate Principal Loss Amounts allocated thereto through the
date of such payment and not previously reimbursed;

(vi) to pay to the Class A Certificateholders, an amount equal to
the sum of (i) the Adjusted Class A-1 Certificate Balance plus any
unreimbursed Certificate Principal Loss Amounts allocated thereto, (ii)
the Adjusted Class A-2 Certificate Balance plus any unreimbursed
Certificate Principal Loss Amounts allocated thereto and (iii) the
Adjusted Class A-3 Certificate Balance plus any unreimbursed Certificate
Principal Loss Amounts allocated thereto to be paid to the Class A-1
Certificateholders, Class A-2 Certificateholders and Class A-3
Certificateholders on a pro rata basis, based on the amounts described in
clauses (i), (ii) and (iii) above;

(vii) to pay to the Class B Certificateholders, an amount equal to
the Adjusted Class B Certificate Balance plus any unreimbursed
Certificate Principal Loss Amounts allocated thereto; and

(viii) to pay to the Transferor any remaining proceeds.

(p) SUBORDINATION. The rights of the Class B Certificateholders to
receive allocations, applications and payments in respect of certain amounts of
Available Interest, amounts withdrawn from the Reserve Fund and Transferor
Amounts shall be and hereby are subordinated to the rights of the Class A-1
Certificateholders, the Class A-2 Certificateholders and the Class A-3
Certificateholders to receive the allocations, applications and payments in
respect thereof to the extent dictated by the payment priorities set forth in
this Section 3.01.

(q) PROCEEDS OF RESIDUAL VALUE INSURANCE POLICIES. In the event that
any proceeds of the Residual Value Insurance Policies are transferred to an
account maintained by the Titling Trustee or the 1998-B Securitization Trustee,
such amounts shall be distributed to the holder of the 1998-B SUBI Insurance
Certificate by the Titling Trustee, or the 1998-B Securitization Trustee, as
applicable, on the succeeding Monthly Allocation Date as directed in writing by
the Servicer.

3.02 1998-B SUBI CERTIFICATEHOLDERS' ACCOUNT; THE RESERVE FUND.

(a) ESTABLISHMENT OF 1998-B SUBI CERTIFICATEHOLDERS' ACCOUNT. A
separate trust account to be known as the "1998-B SUBI Certificateholders'
Account" will be established and shall be maintained with the 1998-B
Securitization Trustee which will include the money and other property deposited
and held therein pursuant to Section 3.01 and this Section. The 1998-B SUBI
Certificateholders' Account shall be an Eligible Account. If for any reason the
1998-B SUBI Certificateholders' Account is no longer an Eligible Account, the
1998-B Securitization Trustee shall promptly cause the 1998-B SUBI
Certificateholders' Account to be moved to another institution or otherwise
changed so that the 1998-B SUBI Certificateholders' Account becomes an Eligible
Account.

Pursuant to Section 4.02(j) of the 1998-B SUBI Servicing Supplement, on
each Monthly Allocation Date the Servicer shall direct the 1998-B Securitization
Trustee in writing to cause the funds in the 1998-B SUBI Certificateholders'
Account to be invested in Permitted Investments

bearing interest at the applicable Required Rates, which are expected to be
TMCC Demand Notes so long as the TMCC Demand Notes are Permitted Investments.
Such Permitted Investments shall mature in such a manner that the amount
required to be distributed on the next succeeding Certificate Payment Date
will be available on such next succeeding Certificate Payment Date. If such
investments mature prior to the succeeding relevant Monthly Allocation Date,
the Servicer will direct the 1998-A Securitization Trustee to invest such
amounts in Permitted Investments that are not TMCC Demand Notes and that will
mature on the succeeding relevant Monthly Allocation Date, and the net
investment income with respect to such investments, but only such
investments, will be distributable to the Transferor on such succeeding
relevant Monthly Allocation Date. All amounts held in the 1998-B SUBI
Certificateholders' Account shall be invested by the 1998-B Securitization
Trustee in Permitted Investments at the written direction of the Servicer
until distributed or otherwise applied in accordance with the 1998-B
Securitization Trust Agreement.

Except as provided in the preceding paragraph, earnings (net of
investment losses) on the investment of funds deposited into the 1998-B SUBI
Certificateholders' Account in respect of the Class A-1 Monthly Interest Accrual
Amount, any Class A-1 Interest Carryover Shortfalls, the Class A-2 Monthly
Interest Accrual Amount, any Class A-2 Interest Carryover Shortfalls, the Class
A-3 Monthly Interest Accrual Amount, any Class A-3 Interest Carryover
Shortfalls, interest accrued on the Adjusted Class B Certificate Balance and on
Certificate Principal Loss Amounts allocated thereto and not reimbursed and any
Class B Interest Carryover Shortfalls, shall be part of Available Interest.
Such net investment earnings need not be withdrawn from the 1998-B SUBI
Certificateholders' Account and redeposited as Available Interest, but may be
retained in the 1998-B SUBI Certificateholders' Account and applied as provided
in this 1998-B Securitization Trust Agreement. The 1998-B Securitization
Trustee shall incur no liability relating to any investments made pursuant to
this Section 3.02(a) absent its own negligence or willful misfeasance.

In the event that a Trust Officer of the 1998-B Securitization Trustee
has actual knowledge that Standard & Poor's has downgraded TMCC's short-term
debt to a rating less than A-1+ or Standard & Poor's has downgraded TMCC's
long-term debt to a rating of less than AA, Moody's has downgraded TMCC's
short-term debt to a rating less than P-1 or Moody's downgrades TMCC's
long-term debt to a rating less than Aa3, the 1998-B Securitization Trustee
shall determine whether (i) at such time one or more Permitted Investments
other than TMCC Demand Notes having substantially the same maturities and
similar demand features as the TMCC Demand Notes and bearing interest at the
relevant Required Rates are available and (ii) investment in such other
Permitted Investments rather than in TMCC Demand Notes will not cause a
Rating Agency to reduce or withdraw its rating of any Class of Investor
Certificates. In making such determinations, the 1998-B Securitization
Trustee shall be entitled to rely (as to clause (i)) on the advice of Xxxxxx
Xxxxxxx & Co. Incorporated, or a nationally recognized firm of independent
accountants, and (as to clause (ii)) shall inquire directly of the Rating
Agencies based on the specific securities, if any, identified pursuant to the
foregoing. If the 1998-B Securitization Trustee concludes that both
conditions are satisfied, or a Trust Officer of the 1998-B Securitization
Trustee has actual knowledge that a Liquidation Event has occurred, the
1998-B Securitization Trustee will exercise its right under the Indenture to
demand payment in full of all outstanding TMCC Demand Notes.

(b) ESTABLISHMENT OF THE RESERVE FUND. The Transferor shall establish
and maintain with the 1998-B Securitization Trustee a separate trust account to
be known as the "Reserve Fund", which will include the money and other property
deposited and held therein pursuant to Section 3.01(c) and this Section. Funds
in the Reserve Fund shall be the property of the Transferor and not the property
of the 1998-B Securitization Trust. The Transferor hereby grants to the 1998-B
Securitization Trustee for the benefit of the Investor Certificateholders a
security interest in all funds (including Permitted Investments) in the Reserve
Fund (including the Reserve Fund Initial Deposit) and the proceeds thereof, and
the 1998-B Securitization Trustee shall have all of the rights of a secured
party under the UCC with respect thereto; provided that all income from the
investment of funds in the Reserve Fund and the right to receive such income are
retained by the Transferor and are not transferred, assigned or otherwise
conveyed to the 1998-B Securitization Trustee hereunder. The Reserve Fund shall
be an Eligible Account and initially shall be established with the 1998-B
Securitization Trustee. If for any reason the Reserve Fund is no longer an
Eligible Account, the 1998-B Securitization Trustee shall promptly cause the
Reserve Fund to be moved to another institution or otherwise changed so that the
Reserve Fund becomes an Eligible Account.

All amounts held in the Reserve Fund shall be invested by the 1998-B
Securitization Trustee, as directed in writing by the Servicer pursuant to
Section 4.02(j) of the 1998-B SUBI Servicing Supplement, in Permitted
Investments. Earnings on investment of funds in the Reserve Fund shall be paid
to the Transferor on each Monthly Allocation Date, subject to Section
3.01(h)(ii), and losses and any investment expenses shall be charged against the
funds on deposit therein. The 1998-B Securitization Trustee shall incur no
liability for the selection of investments or for losses thereon absent its own
negligence or willful misfeasance. The 1998-B Securitization Trustee shall have
no liability in respect of losses incurred as a result of the liquidation of any
investment prior to its stated maturity date or the failure of the Servicer to
provide timely written investment directions.

(c) DESIGNATION OF THE RESERVE FUND. The 1998-B Securitization
Trustee hereby confirms that (i) the 1998-B Securitization Trustee is acting,
with respect to its duties under this Section 3.02, as a "securities
intermediary" as defined in Section 8-102 of the UCC (in such capacity, the
"Reserve Fund Securities Intermediary"), (ii) has established the Reserve Fund
as a "securities account" as such term is defined in Section 8-501(a) of the
UCC, (iii) the Reserve Fund Securities Intermediary shall, subject to the terms
of this Agreement, treat the 1998-B Securitization Trustee as entitled to
exercise the rights that comprise any financial asset credited to the Reserve
Fund, and (iv) all securities or other property underlying any financial assets
credited to the Reserve Fund shall be registered in the name of the Securities
Intermediary, endorsed to the Securities Intermediary or in blank or credited to
another securities account maintained in the name of the Securities Intermediary
for the benefit of 1998-B Securitization Trustee and in no case will any
financial asset credited to the Reserve Fund be registered in the name of any
other person, payable to the order of any other person, or specially endorsed to
any other person, except to the extent the foregoing have been specially
endorsed by the Transferor to the 1998-B Securitization Trustee. The 1998-B
Securitization Trustee shall incur no liability relating to any investments made
pursuant to this Section 3.02(c) absent its own negligence or willful
misfeasance.

(d) FINANCIAL ASSETS ELECTION. The 1998-B Securitization Trustee
hereby agrees that the Reserve Fund and each item of property (whether
investment property, financial asset, security or instrument), other than cash,
credited to the Reserve Fund shall be treated as a "financial asset" within the
meaning of Section 8-102(A)(9) of the UCC.

(e) ENTITLEMENT ORDERS. If at any time the Reserve Fund Securities
Intermediary shall receive an "entitlement order" (within the meaning of Section
8-102(A)(8) of the UCC) issued by the 1998-B Securitization Trustee and relating
to the Reserve Fund, the Reserve Fund Securities Intermediary shall comply with
such entitlement order without further consent by any other person. The 1998-B
Securitization Trustee hereby agrees only to issue entitlement orders at the
written direction of the Servicer. The Reserve Fund Securities Intermediary
shall have no obligation to act, and shall be fully protected in refraining from
acting, in respect of the financial assets credited to the Reserve Fund in the
absence of such an entitlement order.

(f) SUBORDINATION OF LIEN; WAIVER OF SET-OFF. In the event that the
1998-B Securitization Trustee has or subsequently obtains a security interest in
the Reserve Fund or any security entitlement credited thereto by agreement,
operation of law or otherwise, the 1998-B Securitization Trustee hereby agrees
that such security interest shall be subordinate to the security interest of the
Transferor. The financial assets and other items deposited to the Reserve Fund
will not be subject to deduction, set-off, banker's lien, or any other right in
favor of any person other than the Transferor provided, however, that
notwithstanding anything herein to the contrary, the 1998-B Securitization
Trustee shall have a lien senior to that of the Transferor for any and all
amounts required for the payment of the purchase price of a financial asset,
which purchase has been placed but not yet cleared or settled. Any such
deductions shall not be deemed to refer to deductions for payment of the
purchase price in securities transactions not yet settled or cleared.

(g) CONFLICTING ORDERS. The 1998-B Securitization Trustee, in such
capacity, has not entered into and, until termination of this 1998-B
Securitization Trust Agreement, will not enter into, any agreement with any
other person relating to the Reserve Fund or any financial assets credited
thereto pursuant to which it has agreed to comply with entitlement orders (as
defined in Section 8-102(a)(8) of the UCC) of such person. No financial asset
will be registered in the name of the 1998-B Securitization Trustee, in such
capacity, payable to its order, or specially endorsed to it, except to the
extent such financial asset has been endorsed to the Reserve Fund Securities
Intermediary or in blank.

(h) DEPOSITS INTO THE RESERVE FUND. On or prior to the Closing Date,
the Transferor shall deposit an amount equal to the Reserve Fund Initial Deposit
into the Reserve Fund, of which amount $780,957 shall be allocated as the Class
B Reserve Amount. Amounts on deposit in the Reserve Fund shall be supplemented
from time to time by the deposit therein of amounts described in Section
3.01(c)(xi), and under section 3.01(i); PROVIDED, HOWEVER, that no such
subsequent amounts shall be allocated to the Class B Reserve Amount. On each
Monthly Allocation Date the amounts on deposit in the Reserve Fund shall be
available for allocation and application or payment as provided in Section 3.01;
provided that, Subject to the provisions of Section 3.01, on each Certificate
Payment Date, if the amount on deposit in the Reserve Fund

(after giving effect to all deposits thereto or withdrawals therefrom on such
Monthly Allocation Date) is greater than the Specified Reserve Fund Balance,
the 1998-B Securitization Trustee will pay any such excess amount to the
Transferor as and to the extent described in Section 3.01, whereupon such
excess amount shall no longer be available to the 1998-B Securitization
Trustee or the Investor Certificateholders.

(i) PAYMENTS FOLLOWING TERMINATION OF TRUST. On each related Stated
Maturity Date and upon termination of the 1998-B Securitization Trust pursuant
to Section 7.01, any amounts on deposit in the Reserve Fund shall be available
for payment of any remaining amounts due on such date to reimburse Maturity
Advances or other unreimbursed Advances or pay accrued and unpaid compensation
payable to the Servicer through such date, for payment to the Investor
Certificateholders, and for payment of any remaining amounts due to the 1998-B
Securitization Trustee or the Titling Trustee. Upon termination of the 1998-B
Securitization Trust pursuant to Section 7.01, after payment of such amounts
due, any amounts remaining on deposit in the Reserve Fund shall be paid to the
Transferor. Upon termination of the 1998-B Securitization Trust, the 1998-B
Securitization Trustee shall release from the lien of this 1998-B Securitization
Trust Agreement the Reserve Fund and any financial assets held therein, and
shall execute any requisite filing under the UCC as provided by the Transferor
to evidence such release and the release of any security interest of the 1998-B
Securitization Trust or the 1998-B Securitization Trustee therein.

(j) The Securities Intermediary undertakes to perform such duties and
only such duties as are specifically set forth in this Section 3.02. The
Reserve Fund Securities Intermediary, in such capacity, shall not have any
duties or responsibilities except those expressly set forth in this Section 3.02
or be a trustee for or have any fiduciary obligation to any party hereto.

(k) The duties and obligations of the Reserve Fund Securities
Intermediary, in such capacity, shall be determined solely by the express
provisions of this Section 3.02, and the Reserve Fund Securities Intermediary
shall take such action with respect to this Section 3.02 as it shall be directed
hereunder, and the Reserve Fund Securities Intermediary, in such capacity, shall
not be liable except for the performance of such duties and obligations as are
specifically set forth in this Section 3.02 and as specifically directed by the
1998-B Securitization Trustee, and no implied covenants or obligations shall be
read into this Section 3.02 against the Reserve Fund Securities Intermediary;
and in the absence of bad faith on the part of the Reserve Fund Securities
Intermediary, the Reserve Fund Securities Intermediary may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Reserve Fund
Securities Intermediary which conform to the requirements of this Section 3.02.

(l) The Reserve Fund Securities Intermediary, in such capacity, shall
not be liable for any error of judgment made in good faith by an officer or
officers of the Reserve Fund Securities Intermediary, acting as such, unless it
shall be determined that the Reserve Fund Securities Intermediary, or any such
officer or officers, was negligent in ascertaining the pertinent facts, or
otherwise acted with negligence or willful misfeasance, and the Reserve Fund
Securities Intermediary shall not be liable with respect to any action taken or
omitted to be taken by it in

good faith in accordance with any direction of the 1998-B Securitization
Trustee given under this 1998-B Securitization Trust Agreement.

(m) None of these provisions of this 1998-B Securitization Trust
Agreement shall require the Reserve Fund Securities Intermediary to expend or
risk its own funds or otherwise to incur any liability, financial or otherwise,
in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or indemnity satisfactory to it against such risk or
liability is not assured to it.

(n) The Reserve Fund Securities Intermediary may conclusively rely and
shall be fully protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval or other paper or document actually believed
by it to be genuine and to have been signed or presented by the proper party or
parties.

(o) Whenever in the administration of the provisions of this Section
3.02, the Reserve Fund Securities Intermediary shall deem it necessary or
desirable that a matter be proved or established prior to taking or suffering
any action to be taken hereunder, the Reserve Fund Securities Intermediary shall
be entitled to receive from the Transferor a certificate of an officer thereof
stating that the matter is established as fact and such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Reserve Fund Securities
Intermediary, be deemed to be conclusively proved and established by a
certificate signed by one of the Trust Officers of the 1998-B Securitization
Trustee and delivered to the Reserve Fund Securities Intermediary, and such
certificate, in the absence of negligence or willful misfeasance on the part of
the Reserve Fund Securities Intermediary, shall be full warrant to the Reserve
Fund Securities Intermediary for any action taken, suffered or omitted by it
under the provisions of this Section 3.02 on the basis thereof.

(p) The Reserve Fund Securities Intermediary may consult with counsel
and the advice or any opinion of counsel shall be full and complete
authorization and protection in respect of any action taken or omitted by it
hereunder in good faith and in accordance with such advice or opinion of
counsel.

(q) The Reserve Fund Securities Intermediary shall not be bound to
make any investigation into the facts or matters stated in any resolution,
order, certificate, statement, instrument, opinion, report, notice, request,
consent, entitlement order, approval or other paper or document.

(r) The Reserve Fund Securities Intermediary shall have no obligation
to invest or reinvest any cash held in the Reserve Fund in the absence of timely
and specific written investment direction from the 1998-B Securitization
Trustee. In no event shall the Reserve Fund Securities Intermediary be liable
for the selection of investments or for investment losses incurred as a result
of the liquidation of any investment prior to its stated maturity or the failure
of the 1998-B Securitization Trustee to provide timely written investment
direction.

(s) The Reserve Fund Securities Intermediary may at any time resign by
giving 30 days written notice of resignation to the 1998-B Securitization
Trustee and the Transferor. Upon receiving such notice of resignation, the
1998-B Securitization Trustee shall promptly appoint a successor and, upon the
acceptance by the successor of such appointment, release the resigning Reserve
Fund Securities Intermediary from its obligations hereunder by written
instrument, a copy of which instrument shall be delivered to each of the 1998-B
Securitization Trustee, the resigning Reserve Fund Securities Intermediary and
the successor. If no successor shall have been so appointed and have accepted
appointment within 45 days after the giving of such notice of resignation, the
resigning Reserve Fund Securities Intermediary may petition any court of
competent jurisdiction for the appointment of a successor.

(t) The parties each (for itself and any person or entity claiming
through it) hereby release, waive, discharge, exculpate and covenant not to xxx
the Reserve Fund Securities Intermediary for any action taken or omitted under
this Section 3.02 except to the extent caused by the Reserve Fund Securities
Intermediary's negligence or willful misfeasance. Anything in this 1998-B
Securitization Trust Agreement to the contrary notwithstanding, in no event
shall the Reserve Fund Securities Intermediary be liable for special, indirect
or consequential loss or damage of any kind whatsoever (including but not
limited to lost profits), even if the Reserve Fund Securities Intermediary has
been advised of the likelihood of such loss or damage (unless so advised prior
to taking any such action) and regardless of the form of action.

(u) The Servicer, in its capacity as such, shall indemnify, defend and
hold harmless the Reserve Fund Securities Intermediary and its officers,
directors, employees, representatives and agents, from and against and reimburse
the Reserve Fund Securities Intermediary for any and all claims, expenses,
obligations, liabilities, losses, damages, injuries (to person, property, or
natural resources), penalties, stamp or other similar taxes, actions, suits,
judgments, reasonable costs and expenses (including reasonable attorney's and
agent's fees and expenses) directly or indirectly relating to, or arising from,
claims against the Reserve Fund Securities Intermediary by reason of its
participation in the transactions contemplated by this Section 3.02, including
without limitation all reasonable costs required to be associated with claims
for damages to persons or property, and reasonable attorneys' and consultants'
fees and expenses and court costs except to the extent caused by the Reserve
Fund Securities Intermediary's negligence or willful misfeasance. The
provisions of this Section 3.02(u) shall survive the termination of this 1998-B
Securitization Trust Agreement or the earlier resignation or removal of the
Reserve Fund Securities Intermediary.

3.03 STATEMENTS TO CERTIFICATEHOLDERS.

(a) On each Determination Date, commencing in October, 1998, the
Servicer will prepare and forward to the Titling Trustee, the 1998-B
Securitization Trustee and the Luxembourg Stock Exchange, and the 1998-B
Securitization Trustee will make available to each Certificateholder on each
Monthly Allocation Date, a statement setting forth with respect to the related
Monthly Allocation Date or the related Collection Period, among other things,
the following:

(i) the Investor Percentage and Transferor Percentage in effect
with respect to the related Collection Period;

(ii) the aggregate amount being allocated and applied or paid to
the Certificateholders of each Class (the "Certificate Distribution
Amount");

(iii) the amount of the Certificate Distribution Amount allocable
to (A) the Class A-1 Monthly Interest Accrual Amount, the Class A-2
Monthly Interest Accrual Amount, the Class A-3 Monthly Interest Accrual
Amount and the Class B Monthly Interest Accrual Amount; (B) any
unreimbursed Class A-1 Interest Carryover Shortfall, Class A-2 Interest
Carryover Shortfall, Class A-3 Interest Carryover Shortfall and any Class
B Interest Carryover Shortfall; and (C) the reduction of the Adjusted
Class A-1 Certificate Balance, the Adjusted Class A-2 Certificate
Balance, the Adjusted Class A-3 Certificate Balance and the Adjusted
Class B Certificate Balance, separately identifying any Maturity
Advances;

(iv) the Adjusted Class A-1 Certificate Balance, the Adjusted
Class A-2 Certificate Balance, the Adjusted Class A-3 Certificate Balance
and Adjusted Class B Certificate Balance, in each case as of such Monthly
Allocation Date and after giving effect to the allocation and application
or payment of the Certificate Distribution Amount;

(v) the aggregate amount, if any, of the reimbursement of Loss
Amounts included in the Certificate Distribution Amount and the amount
thereof allocated to the Adjusted Class A-1 Certificate Balance, the
Adjusted Class A-2 Certificate Balance, the Adjusted Class A-3
Certificate Balance and the Adjusted Class B Certificate Balance;

(vi) the amount of the Certificate Distribution Amount allocable
to reimbursement of Certificate Principal Loss Amounts and the amount
thereof allocated to the Adjusted Class A-1 Certificate Balance, the
Adjusted Class A-2 Certificate Balance, the Adjusted Class A-3
Certificate Balance and the Adjusted Class B Certificate Balance;

(vii) the amount, if any, of the remaining unreimbursed
Certificate Principal Loss Amounts, after giving effect to the allocation
and application or payment of the Certificate Distribution Amount;

(viii) the Investor Percentage of the Servicing Fee and any amounts
remaining unpaid in respect thereof from any prior Monthly Allocation
Date;

(ix) the amount of any Required Amount included in the
Certificate Distribution Amount and the balance on deposit in the Reserve
Fund on such Monthly Allocation Date, after giving effect to withdrawals
therefrom and deposits thereto on such Monthly Allocation Date, the
change in such balance from the immediately preceding Monthly Allocation
Date, and the Specified Reserve Fund Balance as of the date of such
report;

(x) the amount of Transferor Amounts, if any, included in the
Certificate Distribution Amount;

(xi) the Aggregate Net Investment Value as of the end of such
Collection Period;

(xii) the aggregate amount of Payments Ahead received by the
Servicer and being held thereby or on deposit in the SUBI Collection
Account in respect of future Collection Periods and the change in such
amount from the immediately preceding Monthly Allocation Date;

(xiii) the amount of Advances and Maturity Advances made, and the
amount of unreimbursed Advances and Maturity Advances outstanding after
giving effect to the allocation or distribution of the Certificate
Distribution Amount; and

(xiv) Whether the "Residual Value Test" is satisfied, separately
stating (A) whether with respect to the related Collection Period the
number of Leased Vehicles returned to the Servicer relating to Contracts
that became Matured Contracts and that were sold during such period is
greater than 25% of all Contracts that, as of their respective
origination dates, had been scheduled to become Matured Contracts during
such period (provided that at least 500 such Contracts had been scheduled
to become Matured Contracts during such Collection Period), and (B)
whether the average Net Matured Leased Vehicle Proceeds during the three
immediately preceding calendar months is less than 75% of the average
Residual Values of Leased Vehicles disposed of or liquidated during such
period.

(b) The Servicer shall prepare certain reports during the Revolving
Period that reflect or include certain statistical information with respect to
Subsequent Lease Contracts and Subsequent Leased Vehicles allocated as SUBI
Assets during the Revolving Period. Such reports will be delivered by the
Servicer to the 1998-B Securitization Trustee and the Luxembourg Stock Exchange
within 20 days of the last day of the Collection Period during which Subsequent
Contracts and Subsequent Leased Vehicles are added to the 1998-B SUBI Sub-Trust
such that the aggregate Discounted Principal Balance and Subsequent Contracts
and Subsequent Leased Vehicles added since the Closing Date exceeds 10% of the
Aggregate Net Investment Value as of the Cut-Off Date or, for each subsequent
such report, exceeds 10% of the Aggregate Net Investment Value as of the date of
the prior report. Each such report will be delivered by the Servicer to the
1998-B Securitization Trustee and each Paying Agent and made available to each
person who makes a written request therefor.

(c) With respect to the Monthly Allocation Date in October 1998,
amounts collected by the Servicer during July, August and September 1998 will be
allocated and used to make applications and payments on such Monthly Allocation
Date pursuant to the priorities set forth in Section 3.01 as though all such
amounts had been collected during the September 1998 Collection Period. For
such Monthly Allocation Date, the Servicer will prepare reports concerning such
collections as though each of July, August and September 1998 had each been a
separate Collection Period corresponding to separate Monthly Allocation Dates.
Any person

may obtain a copy of any such statement, of any Servicer's
Certificate required pursuant to Section 5.01(b) of the 1998-B SUBI Servicing
Supplement, any annual report of Independent Accountants required pursuant to
Section 5.02 of the 1998-B SUBI Servicing Supplement, and of any annual
Officer's Certificate required pursuant to Section 5.03 of the 1998-B SUBI
Servicing Supplement, upon written request to the 1998-B Securitization Trustee
at the Corporate Trust Office.

(d) Within a reasonable period of time after the end of each calendar
year, but not later than the latest date permitted by law, the 1998-B
Securitization Trustee shall mail to each Person who at any time during such
calendar year shall have been a Holder of a Class B Certificate, a statement or
statements, based on the Servicer's Certificate prepared by the Servicer, which
in the aggregate contain the sum of the amounts set forth in clauses (iii),
(vii) and (viii) in Section 3.03(a) for such calendar year or, in the event such
Person shall have been a Holder of a Class B Certificate during a portion of
such calendar year, for the applicable portion of such year, for the purposes of
such Certificateholder's preparation of income tax returns. In addition, the
Servicer shall furnish to the 1998-B Securitization Trustee for distribution to
such Person at such time any other information reasonably necessary under
applicable law for the preparation of such income tax returns.

ARTICLE IV
THE CERTIFICATES

4.01 THE CERTIFICATES.

(a) The Class A-1 Certificates, the Class A-2 Certificates, the Class
A-3 Certificates, the Class B Certificates and the Transferor Certificate shall
be substantially in the form of Exhibits X-0, X-0, X-0, B and C, respectively,
to this 1998-B Securitization Trust Agreement. The Class A-1 Certificates, the
Class A-2 Certificates and the Class A-3 Certificates shall be issuable in
minimum denominations of $1,000 and integral multiples of $1 in excess thereof
and the Class B Certificates shall be issuable in minimum denominations of
$500,000 and integral multiples of $1,000 in excess thereof (provided that no
Class B Certificate may be issued or transferred in a denomination that would
cause there to be, immediately after such issuance or transfer, one hundred
(100) or more Class B Certificateholders); provided, however, that one Class A-1
Certificate, one Class A-2 Certificate, one Class A-3 Certificate and one Class
B Certificate may be issued in a denomination that includes any remaining
portion of the Initial Class A-1 Certificate Balance, the Initial Class A-2
Certificate Balance, the Initial Class A-3 Certificate Balance and the Initial
Class B Certificate Balance, respectively (each, a "Residual Certificate"). A
single Transferor Certificate shall be issued. The Certificates shall be
executed on behalf of the 1998-B Securitization Trust by manual or facsimile
signature of an officer or other authorized signatory of the 1998-B
Securitization Trustee. Certificates bearing the manual or facsimile signatures
of individuals who were, at the time when such signatures were affixed,
authorized to sign on behalf of the 1998-B Securitization Trustee shall not be
rendered invalid, notwithstanding that such individuals or any of them have
ceased to be so authorized prior to the

authentication and delivery of such Certificates or did not hold such offices
at the date of such Certificates. All Certificates shall be dated the date of
their authentication.

(b) The Investor Certificates shall represent fractional undivided
interests in the 1998-B Securitization Trust, including the right to receive the
Investor Percentage of Interest Collections and Principal Collections and the
other amounts at the times and in the amounts specified in this 1998-B
Securitization Trust Agreement. The Transferor Certificate shall represent the
interest in the 1998-B Securitization Trust not represented by the Investor
Certificates.

(c) No Certificate shall be entitled to any benefit under this 1998-B
Securitization Trust Agreement, or be valid for any purpose, unless there
appears on such Certificate a certificate of authentication substantially in the
form set forth in Exhibit X-0, X-0, X-0, B or C to this 1998-B Securitization
Trust Agreement, as the case may be, executed by the 1998-B Securitization
Trustee or an authentication agent appointed for such purpose by the 1998-B
Securitization Trustee, by manual or facsimile signature. Such certificate of
authentication upon any Certificate shall be the sole conclusive evidence that
such Certificate has been duly authenticated and delivered under this 1998-B
Securitization Trust Agreement. The 1998-B Securitization Trustee is hereby
authorized to appoint an authentication agent to execute any or all such
certificates of authentication on behalf of the 1998-B Securitization Trustee.

4.02 AUTHENTICATION AND DELIVERY OF CERTIFICATES.

(a) In exchange for, and simultaneously with the sale, assignment and
transfer to the 1998-B Securitization Trustee of the 1998-B SUBI (exclusive of
all monies and payments due or payable under any Residual Value Insurance
Policies and the right to receive such amounts), the 1998-B SUBI Certificate and
the other assets of the 1998-B Securitization Trust, the 1998-B Securitization
Trustee shall cause to be executed, authenticated and delivered to or upon the
order of the Transferor Investor Certificates in authorized denominations
equaling in the aggregate the sum of the Initial Class A-1 Certificate Balance,
the Initial Class A-2 Certificate Balance, the Initial Class A-3 Certificate
Balance and the Initial Class B Certificate Balance, and the Transferor
Certificate, each duly authenticated by the 1998-B Securitization Trustee or any
authentication agent appointed thereby, and evidencing the entire ownership of
the 1998-B Securitization Trust.

4.03 REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.

(a) The Certificate Registrar shall maintain a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the
Certificate Registrar shall provide for the registration of Certificates and
transfers and exchanges of Certificates as provided in this 1998-B
Securitization Trust Agreement; provided, however, that Bankers Trust Luxembourg
S.A. shall provide for transfers and exchanges of the Definitive Certificates,
if any. The 1998-B Securitization Trustee is hereby initially appointed
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as provided in this 1998-B Securitization Trust
Agreement. In the event that, subsequent to the Closing Date, the 1998-B
Securitization Trustee notifies the Servicer that it is unable to act as
Certificate Registrar, the Servicer shall appoint another bank or trust company,
having an office or agency located in the

Xxxxxxx xx Xxxxxxxxx, The City of New York, agreeing to act in accordance
with the provisions of this 1998-B Securitization Trust Agreement applicable
to it, and otherwise acceptable to the 1998-B Securitization Trustee, to act
as successor Certificate Registrar under this 1998-B Securitization Trust
Agreement.

The Transferor Certificate shall be owned by the Transferor and may not
be transferred, as provided by Section 5.06.

(b) No transfer of the Class B Certificates shall be made unless such
resale or transfer is made (i) pursuant to an effective Registration Statement
under the Securities Act, (ii) in a transaction (other than a transaction in
clause (iv) below) exempt from the registration requirements of the Securities
Act and applicable state and foreign securities laws, (iii) to the Transferor or
(iv) to a Person who the transferor of such Class B Certificate reasonably
believes is a qualified institutional buyer within the meaning of Rule 144A
under the Securities Act and that is aware that the resale or other transfer is
being made in reliance on Rule 144A or to an institutional "accredited investor"
as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an
"Institutional Accredited Investor"). In the event that a transfer is to be
made as described in clause (ii) of the preceding sentence, the prospective
transferee shall deliver or cause to be delivered an Opinion of Counsel in form
and substance satisfactory to the 1998-B Securitization Trustee and the
Transferor to the effect that such transfer may be made without registration
under the Securities Act or any applicable state or foreign securities laws. In
the event that a transfer is to be made to an institutional accredited investor
as described in clause (iv), the 1998-B Securitization Trustee shall require
that the transferee execute a representation letter acceptable to and in form
and substance satisfactory to the 1998-B Securitization Trustee (provided that
the form attached as Exhibit E shall be deemed acceptable if it is completed in
a manner acceptable to the 1998-B Securitization Trustee) certifying to the
1998-B Securitization Trustee the facts surrounding such transfer, which
representation letter shall not be an expense of the 1998-B Securitization
Trustee, the Transferor or the Servicer. In the case of a transfer under either
clause (ii) or clause (iv), the Holder of a Class B Certificate desiring to
effect such transfer shall, and does hereby agree to, indemnify the 1998-B
Securitization Trustee, the Transferor and the Servicer against any liability
that may result if the transfer is not so exempt or is not made in accordance
with the Securities Act and such state and foreign securities laws. Neither the
Transferor, the Servicer nor the 1998-B Securitization Trustee is under any
obligation to register the Class B Certificates under the Securities Act or any
applicable state or foreign securities laws. Prospective purchasers of the Class
B Certificates are hereby notified that the seller of any Class B Certificates
may be relying on the exemption from the registration requirements of Section 5
of the Act provided by Rule 144A under the Act.

The Class B Certificates or a beneficial interest therein may not be
transferred unless the 1998-B Securitization Trustee has received a certificate
to the effect that if the transferee is a partnership, grantor trust or S
corporation for federal income tax purposes (a "Flow-Through Entity"), any Class
B Certificates owned by such Flow-Through Entity will represent less than 50% of
the value of all the assets owned by such Flow-Through Entity and no special
allocation of

income, gain, loss, deduction or credit from such Class B Certificates will
be made among the beneficial owners of such Flow-Through Entity.

Subject to the last sentence of this paragraph, no Class B Certificate
or beneficial interest therein may be transferred to a transferee who is an
employee benefit plan, trust or account, subject to ERISA, or subject to Section
4975 of the Code, or a governmental plan defined in Section 3(32) of ERISA
subject to any federal, state or local law which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code and is not an entity,
including an insurance company separate account or an insurance company general
account if the assets in any such accounts constitute "Plan Assets" for the
purposes of regulation Section 2510.3101 of ERISA, whose underlying assets
include Benefit Plan assets by reason of a Benefit Plan's investment in the
entity. If any Paying Agent or a Trust Officer of the 1998-B Securitization
Trustee has actual knowledge of any such transfer, such transfer shall be deemed
null and void. Unless the 1998-B Securitization Trustee shall have received
either (a) a certificate from the transferee making the representations with
respect to such ERISA matters set forth in Exhibit D hereto or (b) an opinion of
counsel concerning such ERISA matters as set forth in Exhibit D hereto, the
1998-B Securitization Trustee shall not permit a transfer of Class B
Certificates to such transferee unless, in the sole determination of the 1998-B
Securitization Trustee, after giving effect to the proposed transfer to such
transferee, 25% or more of the Class B Certificates (taken as a percentage of
the Adjusted Class B Certificate Balance) will not thereupon be registered in
the names of persons who have failed to provide such a certification or opinion.

The Transferor shall, whenever the 1998-B Securitization Trust is not
subject to Section 13 or 15(d) of the Exchange Act, make available, upon
request, to any holder of such Class B Certificates in connection with any sale
thereof and any prospective purchaser of Class B Certificates from such holder
the information specified in Rule 144A(d)(4) under the Securities Act.

In addition, no resale or other transfer of the Class B Certificates or
any interest therein shall be permitted unless immediately after giving effect
to such resale or other transfer, there would be fewer than 100 Class B
Certificateholders.

The Class B Certificates, this 1998-B Securitization Trust Agreement and
related documents may be amended or supplemented from time to time to modify
restrictions on and procedures for resale and other transfer of such Class B
Certificates to reflect any change in applicable law or regulation (or the
interpretation thereof) or practices relating to the resale or transfer of
restricted securities generally.

(c) Upon surrender for registration of transfer of any Certificate at
the Corporate Trust Office of the 1998-B Securitization Trustee in its capacity
as Certificate Registrar, or at the office of the agent of the 1998-B
Securitization Trustee as Certificate Registrar, who shall initially be U.S.
Bank National Association, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, in the Borough of Manhattan, the City of New York and, with respect to
the Definitive Certificates, Bankers Trust Luxembourg S.A. for so long as any
Class A Certificates are listed on the Luxembourg and Stock Exchange, or the
appropriate office of any successor Certificate Xxxxxxxxx,

the 1998-B Securitization Trust shall execute, and the 1998-B Securitization
Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of the same Class in
authorized denominations of a like aggregate principal amount.

(d) At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of the same Class of authorized denominations
of a like aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the 1998-B Securitization Trust shall execute, and the
1998-B Securitization Trustee shall authenticate and deliver, the Certificates
that the Certificateholder making the exchange is entitled to receive. Every
Certificate presented or surrendered for registration of transfer or exchange
shall be accompanied by a written instrument of transfer in form satisfactory to
the 1998-B Securitization Trustee and the Certificate Registrar duly executed by
the Holder thereof or his attorney duly authorized in writing.

No service charge shall be imposed on any Holder for any registration of
transfer or exchange of Certificates, but the 1998-B Securitization Trustee may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

All Certificates surrendered for registration of transfer and exchange
shall be cancelled and subsequently destroyed by the 1998-B Securitization
Trustee.

No Class B Certificate shall be listed for trading on any recognized
securities exchange.

(e) Each purchaser of a Class B Certificate that does not deliver a
transfer certificate in the form of Exhibit E hereto will be deemed to have
represented to and agreed with the parties hereto (or, in the case of purchases
by agents or fiduciaries acting for beneficial owners of an account for which
such agents or fiduciaries exercise complete investment discretion, such agents
or fiduciaries will be deemed to have confirmed to the parties hereto on behalf
of such beneficial owners) as follows (terms used below that are defined in Rule
144A under the Securities Act are used as defined therein):

(i) The purchaser understands that the Class B Certificate has
not been registered under the Securities Act, or the securities laws of
any state or foreign jurisdiction.

(ii) The purchaser is acquiring the Class B Certificate for its
own account (or for the account of a "qualified institutional buyer")
only for investment and not for any other person, and not with a view to,
or for resale in connection with, a distribution that would constitute a
violation of the Securities Act or any state or foreign securities laws
(subject to the understanding that disposition of the purchaser's
property will remain at all times within its control). The purchaser is
not an affiliate of the Transferor, the 1998-B Securitization Trustee or
any of their respective affiliates.

(iii) The purchaser agrees that the Class B Certificate must be
held indefinitely by it unless (i) subsequently registered under the
Securities Act or (ii) an exemption from the registration requirements of
the Securities Act is available.

(iv) The purchaser agrees that it will not transfer or exchange
any Class B Certificate unless such transfer or exchange is made in
accordance with the provisions of this Section 4.03.

(v) The purchaser is a qualified institutional buyer as defined
in Rule 144A of the Securities Act and is aware that the sale to it is
being made in reliance on Rule 144A, it is acquiring the Class B
Certificate for its own account or for the account of a qualified
institutional buyer and it understands that such Class B Certificate may
be resold, pledged or transferred only (i) to a person who the purchaser
reasonably believes is a qualified institutional buyer that purchases for
its own account or for the account of a qualified institutional buyer to
whom notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A or (ii) pursuant to another exemption from
registration under the Securities Act and applicable state and foreign
securities laws.

(vi) Neither the purchaser nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of any Class B
Certificate, any interest in any Class B Certificate or any other similar
security of the Transferor or the 1998-B Securitization Trust to, or
solicited any offer to buy or accept a transfer, pledge or other
disposition of any Class B Certificate, any interest in any Class B
Certificate or any other similar security of the Transferor or the 1998-B
Securitization Trust with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or
taken any other action, which would constitute a distribution of the
Class B Certificates under the Securities Act or which would render the
disposition of any Class B Certificate a violation of Section 5 of the
Securities Act or any state or foreign securities law, require
registration or qualification pursuant thereto, or require registration
of the 1998-B Securitization Trust or the Transferor as an "investment
company" under the Investment Company Act of 1940, as amended, nor will
it act, nor has it authorized or will it authorize any person to act, in
such manner with respect to the Class B Certificates.

(vii) The purchaser understands that there is no market, nor is
there any assurance that a market will develop, for the Class B
Certificates and that the Transferor and the 1998-B Securitization Trust
have no obligation to make or facilitate any such market (or to otherwise
repurchase the Class B Certificate from the purchaser) under any
circumstances.

(viii) The purchaser has consulted with its own legal counsel,
independent accountants and financial advisors to the extent it deems
necessary regarding the tax consequences to it of ownership of the Class
B Certificate, is aware that its taxable income with respect to the Class
B Certificate in any accounting period may not correspond to the cash
flow (if any) from the Class B Certificate for such period, and is

not purchasing the Class B Certificate in reliance on any
representations of the Transferor or its counsel with respect to tax
matters.

(ix) The purchaser has reviewed the Private Placement Memorandum
dated September 24, 1998 (the "Private Placement Memorandum"), including
the prospectus attached thereto, and has had the opportunity to ask
questions and receive answers concerning the terms and conditions of the
transaction contemplated by the Private Placement Memorandum and to
obtain additional information necessary to verify the accuracy and
completeness of any information furnished to the purchaser or to which
the purchaser had access.

(x) The purchaser understands that the Class B Certificates will
bear legends substantially as set forth herein.

(xi) The purchaser agrees to be bound by all the terms and
conditions of the Class B Certificates provided in this 1998-B
Securitization Trust Agreement.

4.04 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

If (i) any mutilated Certificate is surrendered to the Certificate
Registrar (or Bankers Trust Luxembourg S.A. with respect to the Definitive
Certificates), or the Certificate Registrar (or Bankers Trust Luxembourg S.A.)
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Certificate Registrar (or
Bankers Trust Luxembourg S.A. with respect to the Definitive Certificates) and
the 1998-B Securitization Trustee such security or indemnity as may be required
by them to save each of them and the 1998-B Securitization Trust harmless, then,
in the absence of notice that such Certificate has been acquired by a bona fide
purchaser, the 1998-B Securitization Trustee on behalf of the 1998-B
Securitization Trust shall execute and the 1998-B Securitization Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
Percentage Interest. In connection with the issuance of any new Certificate
under this Section, the 1998-B Securitization Trustee may require the payment by
the Holder of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the 1998-B Securitization Trust, as if originally issued, whether
or not the lost, stolen or destroyed Certificate shall be found at any time, and
any such lost, stolen or destroyed Certificate shall, upon issuance of any such
duplicate Certificate, be null, void and of no effect.

4.05 PERSONS DEEMED OWNERS.

Prior to due presentation of a Certificate for registration of transfer,
the 1998-B Securitization Trustee, the Certificate Registrar and any of their
respective agents may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 3.01 and for all other purposes whatsoever,
and

neither the 1998-B Securitization Trustee, the Certificate Registrar nor any
of their respective agents shall be affected by any notice to the contrary.

4.06 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.

The Certificate Registrar shall furnish or cause to be furnished to the
Servicer, within 15 days after receipt by the Certificate Registrar of a written
request therefor from the Servicer, a list, in such form as the Servicer may
reasonably require, of the names and addresses of the Certificateholders as of
the most recent Record Date. If three or more Certificateholders or holders of
Investor Certificates evidencing not less than 25% of the aggregate Percentage
Interests of any Class (hereinafter referred to as "Applicants") apply in
writing to the 1998-B Securitization Trustee, and such application states that
the Applicants desire to communicate with other Investor Certificateholders with
respect to their rights under this 1998-B Securitization Trust Agreement or
under the Certificates and such application is accompanied by a copy of the
communication that such Applicants propose to transmit, then the 1998-B
Securitization Trustee shall, within five Business Days after the receipt of
such application, afford such Applicants access, during normal business hours,
to the current list of Investor Certificateholders. Every Certificateholder, by
receiving and holding a Certificate, agrees with the Servicer and the 1998-B
Securitization Trustee that neither the Servicer nor the 1998-B Securitization
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Certificateholders under the
Agreement, regardless of the source from which such information was derived.

4.07 MAINTENANCE OF OFFICE OR AGENCY.

The 1998-B Securitization Trustee shall maintain in the Borough of
Manhattan, The City of New York, an office or offices or agency or agencies
where Certificates may be surrendered for registration of transfer or exchange.
The initial such agency shall be c/o U.S. Bank Trust National Association, 000
Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and, with respect to the
Definitive Certificates shall be Bankers Trust Luxembourg S.A., 00 Xxxxxxxxx
X.X. Xxxxxxxxx, X-0000, Xxxxxxxxxx, for so long as any Class A Certificates are
listed on the Luxembourg Stock Exchange; provided that a copy of any such
Certificate surrendered shall be sent to the 1998-B Securitization Trustee at
the Corporate Trust Office. The 1998-B Securitization Trustee shall give prompt
written notice to the Transferor, the Servicer and the Certificateholders of any
change in the location of any such office or agency. Notices and demands to or
upon the 1998-B Securitization Trustee in respect of the Certificates and this
1998-B Securitization Trust Agreement shall not be sent to such office or
agency, but shall be sent as set forth in Section 10.02.

4.08 TEMPORARY CERTIFICATES.

Pending the preparation of definitive Class A-1 Certificates, Class A-2
Certificates or Class A-3 Certificates, the 1998-B Securitization Trust may
execute, and the 1998-B Securitization Trustee may authenticate and deliver,
temporary Class A-1 Certificates, Class A-2 Certificates or Class A-3
Certificates that are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Class A-1 Certificates, Class A-2 Certificates or Class A-3
Certificates in lieu of which they are issued. If

temporary Class A-1 Certificates, Class A-2 Certificates or Class A-3
Certificates are issued, the Transferor will cause definitive Class A-1
Certificates, Class A-2 Certificates or Class A-3 Certificates to be prepared
without unreasonable delay. After the preparation of definitive Class A-1
Certificates, Class A-2 Certificates or Class A-3 Certificates, the temporary
Class A-1 Certificates, Class A-2 Certificates or Class A-3 Certificates
shall be exchangeable for definitive Class A-1 Certificates, Class A-2
Certificates or Class A-3 Certificates upon surrender of the temporary Class
A-1 Certificates, Class A-2 Certificates, or Class A-3 Certificates at the
office or agency to be maintained as provided in Section 4.07, without charge
to the Holder. Upon surrender for cancellation of any one or more temporary
Class A Certificates, the 1998-B Securitization Trust shall execute and the
1998-B Securitization Trustee shall authenticate and deliver in exchange
therefor, a like principal amount of definitive Class A Certificates in
authorized denominations. Until so exchanged the temporary Class A
Certificates shall in all respects be entitled to the same benefits under the
Agreement as definitive Class A Certificates.

4.09 BOOK-ENTRY CERTIFICATES.

The Class A-1 Certificates, the Class A-2 Certificates and the Class A-3
Certificates, upon original issuance will be issued in the form of one or more
typewritten certificates representing the Book-Entry Certificates, to be
delivered to DTC, the initial Clearing Agency, by, or on behalf of, the
Transferor. The certificate or certificates delivered to DTC evidencing such
Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates shall
initially be registered on the Certificate Register in the name of Cede & Co.,
the nominee of the initial Clearing Agency, and no Certificate Owner will
receive a definitive certificate representing such Certificate Owner's interest
in the Class A-1 Certificates, the Class A-2 Certificates or the Class A-3
Certificates, except as provided in Section 4.11. Unless otherwise specified in
this 1998-B Securitization Trust Agreement, unless and until definitive, fully
registered Class A-1 Certificates, Class A-2 Certificates, and Class A-3
Certificates (the "Definitive Certificates") have been issued to Certificate
Owners pursuant to Section 4.11:

(i) the provisions of this Section shall be in full force and
effect;

(ii) the Transferor, the Servicer, the Certificate Registrar and
the 1998-B Securitization Trustee may deal with the Clearing Agency for
all purposes (including the making of distributions on the Class A-1
Certificates, the Class A-2 Certificates and the Class A-3 Certificates)
as the authorized representative of the Certificate Owners; to the extent
that the provisions of this Section conflict with any other provisions of
the Agreement, the provisions of this Section shall control;

(iii) the rights of Certificate Owners shall be exercised only
through (or through procedures established by) the Clearing Agency and
shall be limited to those established by law and agreements between such
Certificate Owners and the Clearing Agency and/or the Clearing Agency
Participants. Unless and until Definitive Certificates are issued
pursuant to Section 4.11, the initial Clearing Agency will make
book-entry transfers among the Clearing Agency Participants and receive
and transmit distributions

of principal and interest on the Class A-1 Certificates, the Class A-2
Certificates and the Class A-3 Certificates to such Clearing Agency
Participants; and

(iv) whenever this 1998-B Securitization Trust Agreement requires
or permits actions to be taken based upon instructions or directions of
Holders of Class A-1 Certificates, Class A-2 Certificates or Class A-3
Certificates evidencing a specified aggregate Percentage Interest thereof
the Clearing Agency shall be deemed to represent such percentage (if and
to the extent that it will act on behalf of Certificate Owners and/or
Clearing Agency Participants) only to the extent that it has received
instructions to such effect from Certificate Owners and/or Clearing
Agency Participants owning or representing, respectively, such required
percentages of the beneficial interest in Class A-1 Certificates, Class
A-2 Certificates or Class A-3 Certificates and has delivered such
instructions to the 1998-B Securitization Trustee.

4.10 NOTICES.

Whenever notice or other communication to the Class A-1
Certificateholders, Class A-2 Certificateholders or the Class A-3
Certificateholders is required under this 1998-B Securitization Trust Agreement,
other than to the Holder of the Residual Certificate with respect to the Class
A-1 Certificates, the Class A-2 Certificates or the Class A-3 Certificates,
respectively, unless and until Definitive Certificates shall have been issued to
Certificate Owners pursuant to Section 4.11, the 1998-B Securitization Trustee
and the Servicer shall give all such notices and communications specified herein
to be given to Holders of the Class A-1 Certificates, the Class A-2 Certificates
or the Class A-3 Certificates to the Clearing Agency. Whenever notice or other
communication to the holders of Definitive Certificates is required under this
1998-B Securitization Trust Agreement, the 1998-B Securitization Trustee and the
Servicer shall give all such notices and communications specified herein to the
Holders of such Definitive Certificates, for so long as any Definitive
Certificates are listed on the Luxembourg Stock Exchange, by publication in a
leading daily newspaper of general circulation in Luxembourg or, if publication
in Luxembourg is not practical, in Europe. Such publication is expected to be
made in the LUXEMBOURGER WORT. If Definitive Certificates are issued with
respect to any Class of Certificates, such notices will also be mailed to the
addresses of holders thereof at the addresses therefor as they appear in the
Certificate Register maintained by the 1998-B Securitization Trustee prior to
such mailing. Such notices will be deemed to have been given on the date of
such publication or mailing.

4.11 DEFINITIVE CERTIFICATES.

The Class B Certificates shall be issued in definitive form on the
Closing Date. The Class A Certificates shall be issued in book-entry form on
the Closing Date pursuant to Section 4.09 hereof. Definitive Certificates may
be issued representing the Class A Certificates thereafter if: (i)(A) the
Transferor advises the 1998-B Securitization Trustee in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities as described in the letter of representations among the
Transferor, the 1998-B Securitization Trustee and the Clearing Agency and (B)
the 1998-B Securitization Trustee or the Transferor is unable to locate a
qualified successor, (ii) the Transferor at its option, advises the 1998-B
Securitization Trustee in writing that

it elects to terminate the book-entry system through the Clearing Agency, or
(iii) after the occurrence of a Liquidation Event, Certificate Owners
representing beneficial interests in the Class A-1 Certificates, the Class
A-2 Certificates and the Class A-3 Certificates (voting together as a single
class) aggregating not less than 51% of the Percentage Interests advise the
1998-B Securitization Trustee and the Clearing Agency through the Clearing
Agency Participants in writing that the continuation of a book-entry system
through the Clearing Agency is no longer in the best interests of the
Certificate Owners. Following the occurrence of any such event, the 1998-B
Securitization Trustee shall notify all Certificate Owners of the occurrence
thereof and of the availability of Definitive Certificates to Certificate
Owners requesting the same. Upon surrender to the 1998-B Securitization
Trustee of the Class A-1 Certificates, the Class A-2 Certificates and the
Class A-3 Certificates by the Clearing Agency, accompanied by registration
instructions from the Clearing Agency for registration, the 1998-B
Securitization Trustee shall issue the Definitive Certificates and deliver
such Definitive Certificates in accordance with the instructions of the
Clearing Agency. None of the Transferor, the Certificate Registrar or the
1998-B Securitization Trustee shall be liable for any delay in delivery of
such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Certificates,
the 1998-B Securitization Trustee shall recognize the Holders of the
Definitive Certificates as Class A-1 Certificateholders, Class A-2
Certificateholders, Class A-3 Certificateholders and Class B
Certificateholders, as applicable. The 1998-B Securitization Trustee shall
not be liable if the 1998-B Securitization Trustee or the Transferor is
unable to locate a qualified successor Clearing Agency.

Holders of Definitive Certificates in Luxembourg may contact Bankers
Trust Luxembourg S.A. to arrange for receipt of their Definitive Certificates.
Holders of Definitive Certificates in Luxembourg will be able to effect
transfers by delivery of the Definitive Certificates to Bankers Trust Luxembourg
S.A. with instructions for the transfer of all or part thereof to the proposed
transferee thereof. The 1998-B Securitization Trustee is hereby instructed to
maintain a paying agent and transfer agent in Luxembourg for so long as any
Class A Certificates are listed on the Luxembourg Stock Exchange and the rules
of such exchange so require.

4.12 TAX TREATMENT.

(a) It is the intention of the Transferor and the Investor
Certificateholders that the Investor Certificates will be indebtedness of the
Transferor for federal, state and local income and franchise tax purposes and
for purposes of any other tax imposed on or measured by income. The Transferor,
the 1998-B Securitization Trustee and each Holder of an Investor Certificate (or
Certificate Owner) by acceptance of its Investor Certificate (or, in the case of
a Certificate Owner, by virtue of such Certificate Owner's acquisition of a
beneficial interest therein) agree to treat the Investor Certificates (or
beneficial interest therein), for purposes of federal, state and local income or
franchise taxes and any other tax imposed on or measured by income, as secured
indebtedness of the Transferor and to report the transactions contemplated by
this 1998-B Securitization Trust Agreement on all applicable tax returns in a
manner consistent with such treatment. Each Holder of an Investor Certificate
agrees that it will cause any Certificate Owner acquiring an interest in a
Certificate through it to comply with this 1998-B Securitization Trust Agreement
as to treatment as secured indebtedness for federal, state and local income and

franchise tax purposes and for purposes of any other tax imposed on or
measured by income. Each Holder of an Investor Certificate also agrees that
it will not be entitled to any of the tax benefits related to the 1998-B
Contracts and 1998-B Leased Vehicles, including any of the depreciation
deductions resulting therefrom.

(b) In the event that, notwithstanding the statement of intentions and
undertakings set forth in Section 4.12(a), it is finally determined that the
Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates
and/or the Class B Certificates do not evidence indebtedness of the Transferor
for all income and franchise tax purposes, but rather represent an equity
interest in the assets of the 1998-B Securitization Trust, then the Transferor,
the 1998-B Securitization Trustee, each Holder of such Investor Certificate and
each Certificate Owner thereof, by virtue of acquiring a beneficial interest
therein, all agree (i) to treat such Investor Certificates, together with the
Transferor Certificate, as representing an interest in a partnership for all tax
purposes, (ii) to treat all payments in respect of such Investor Certificates
(to the extent not a return of capital) as a "guaranteed payment" thereon made
pursuant to Section 707(c) of the Code, and (iii) to allocate all other items of
income, gain, deduction, loss or credit with respect to the assets and
operations of the 1998-B Securitization Trust to the Transferor.

4.13 ERISA MATTERS.

The Transferor shall cause the Class A-1 Certificates, the Class A-2
Certificates and the Class A-3 Certificates to be registered under Section 12(g)
of the Exchange Act within 120 days after December 31, 1998, and, with respect
to each such Class of Class A Certificates, maintain such registration until the
Class Certificate Balance of such Class of Class A Certificates (after giving
effect to any reimbursements of Certificate Principal Loss Amounts allocated
thereto) is reduced to zero. The Transferor has applied to the Department of
Labor for an administrative exemption (the "Requested Exemption") from certain
of the prohibited transaction rules of ERISA in respect of the Class A
Certificates. Notwithstanding the foregoing, if the Requested Exemption is
granted by the Department of Labor substantially in the form for which the
application for the Requested Exemption was made, the Transferor, at its option,
may deregister the Class A Certificates under the Exchange Act or, if such
registration has not been effected, not register the Class A Certificates under
the Exchange Act.

ARTICLE V
THE TRANSFEROR

5.01 REPRESENTATIONS OF TRANSFEROR.

The Transferor hereby makes the following representations on which the
1998-B Securitization Trustee relies in accepting the 1998-B SUBI and 1998-B
SUBI Certificate in trust and authenticating the Certificates. The
representations speak as of the execution and delivery of this 1998-B
Securitization Trust Agreement, but shall survive the sale, transfer and
assignment of the 1998-B SUBI and 1998-B SUBI Certificate to the 1998-B
Securitization Trustee.

(a) ORGANIZATION AND GOOD STANDING. The Transferor is a corporation
duly incorporated and validly existing and in good standing under the laws of
the State of California, with power and authority to own its properties and to
conduct its business as such properties shall be currently owned and such
business is presently conducted, and has power, authority and legal right to
acquire, own and sell the 1998-B SUBI and 1998-B SUBI Certificate.

(b) DUE REGISTRATION. The Transferor is duly registered as a foreign
corporation in good standing, and has obtained all necessary licenses and
approvals in all jurisdictions in which the ownership or lease of property or
the conduct of its business requires such qualifications, except where the
failure to so qualify or to have obtained such licenses and approvals would not
have a material adverse effect on the earnings, business affairs or business
prospects of the Transferor.

(c) POWER AND AUTHORITY. The Transferor has the power and authority
to execute and deliver this 1998-B Securitization Trust Agreement and to carry
out its terms, the Transferor has full power and authority to sell and assign
the property to be sold and assigned to and deposited with the 1998-B
Securitization Trustee as part of the 1998-B Securitization Trust and has duly
authorized such sale and assignment to the 1998-B Securitization Trustee by all
necessary action; and the execution, delivery and performance of this 1998-B
Securitization Trust Agreement have been duly authorized by the Transferor by
all necessary corporate action.

(d) VALID SALE: BINDING OBLIGATIONS. This 1998-B Securitization Trust
Agreement evidences a valid sale, transfer and assignment of the 1998-B SUBI
Certificate and the assets of the 1998-B SUBI evidenced thereby (which do not
include any proceeds of the Residual Value Insurance Policies), and constitutes
a legal, valid and binding obligation of the Transferor enforceable in
accordance with its terms, in each case except as enforceability may be limited
by bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights in general and by general principles of equity,
regardless of whether such enforceability shall be considered in a proceeding in
equity or at law.

(e) NO VIOLATION. The consummation of the transactions contemplated
by this 1998-B Securitization Trust Agreement and the fulfillment of the terms
of this 1998-B Securitization Trust Agreement do not conflict with, result in
any breach of any of the terms and provisions of, nor constitute (with or
without notice or lapse of time) a default under, the Articles of Incorporation
or Bylaws of the Transferor, or conflict with or violate any of the material
terms or provisions of, or constitute (with or without notice or lapse of time)
a default under, any indenture, agreement or other instrument to which the
Transferor is a party or by which it is bound; nor result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any
such indenture, agreement or other instrument (other than those contemplated by
this 1998-B Securitization Trust Agreement and any documents related hereto);
nor violate any law or, to the best of the Transferor's knowledge, any order,
rule or regulation applicable to the Transferor of any court or of any federal
or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Transferor or its properties; which
breach, default, conflict, lien or violation would have a material adverse
effect on the earnings, business affairs or business prospects of the
Transferor.

(f) NO PROCEEDINGS. There are no proceedings or investigations
pending, or to the Transferor's knowledge, threatened, before any court,
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Transferor or its properties: (i) asserting the
invalidity of this 1998-B Securitization Trust Agreement or the Certificates,
(ii) seeking to prevent the issuance of the Certificates or the consummation of
any of the transactions contemplated by this 1998-B Securitization Trust
Agreement, (iii) seeking any determination or ruling that might materially and
adversely affect the performance by the Transferor of its obligations under, or
the validity or enforceability of, this 1998-B Securitization Trust Agreement or
the Certificates or (iv) relating to the Transferor and which might adversely
affect the federal or Delaware income tax attributes of the Certificates.

(g) TITLE TO 1998-B SUBI CERTIFICATE. Prior to the transfer pursuant
to this 1998-B Securitization Trust Agreement, the Transferor has good title to,
and is the sole legal and beneficial owner of, the 1998-B SUBI Certificate, free
and clear of all Liens, except as provided for in the Back-Up Security
Agreement.

(h) CONSENTS AND APPROVALS. The Transferor has obtained or made all
necessary licenses, consents, approvals, waivers and notifications of creditors,
lessors and other nongovernmental Persons, in each case in connection with the
execution and delivery of this 1998-B Securitization Trust Agreement and the
consummation of all the transactions herein contemplated, and the Transferor is
not required to obtain the consent of any other party or the consent, license,
approval, or authorization from, or registration or declaration with, any
governmental authority, bureau or agency in connection with the execution,
delivery, performance, validity or enforceability of this 1998-B Securitization
Trust Agreement.

5.02 LIABILITY OF TRANSFEROR: INDEMNITIES.

The Transferor shall be liable in accordance with this 1998-B
Securitization Trust Agreement only to the extent of the obligations in this
1998-B Securitization Trust Agreement specifically undertaken by the Transferor
in such capacity under this 1998-B Securitization Trust Agreement and shall have
no other obligations or liabilities hereunder.

5.03 MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF,
TRANSFEROR; CERTAIN LIMITATIONS.

(a) Any Person (i) into which the Transferor may be merged or
consolidated, (ii) which may result from any merger, conversion or consolidation
to which the Transferor shall be a party or (iii) which may succeed to all or
substantially all of the business of the Transferor, shall be the successor to
the Transferor under this 1998-B Securitization Trust Agreement without the
execution or filing of any document or any further act on the part of any of the
parties to this 1998-B Securitization Trust Agreement, except that if the
Transferor in any of the foregoing cases is not the surviving entity, then the
surviving entity shall execute an agreement of assumption to perform every
obligation of the Transferor either generally or specifically as provided
herein. The Transferor shall provide prior notice of any merger, consolidation
or succession pursuant to this Section to each Rating Agency.

(b) (i) Subject to subparagraph (c) below, the purpose of the
Transferor shall be to engage in any lawful activity for which a corporation may
be organized under the laws of the State of California other than the banking
business, the trust company business or the practice of a profession that is
permitted to be incorporated under the California Corporations Code.

(ii) Notwithstanding subparagraph (b) above, the purpose of the
Transferor shall be limited to the following purposes and activities incidental
to and necessary or convenient to accomplish the following purposes:

(A) to acquire from time to time from TMCC all right, title and
interest in and to the SUBI Certificates evidencing units of beneficial
interest in the SUBI Assets;

(B) to acquire, own, hold, service, sell, assign, pledge and
otherwise deal with the SUBI Certificates and SUBI Assets, related
insurance policies, related agreements with TMCC and any proceeds or
further rights associated with any of the foregoing;

(C) to sell, assign, transfer, convey and/or pledge all or any
part of each such SUBI Certificate to one or more trusts or other persons
or legal entities pursuant to one or more securitization trust
agreements, indentures or similar agreements (the "Agreements") to be
entered into by and among TMCC, as Servicer, the Transferor and each
other pledgee or transferee named therein (the "Transferees");

(D) to sell any series or class of asset-backed certificates or
other securities issued by or evidencing interests in the transferees or
obligations of the transferees or the Transferor under the related
Agreements, including the Investor Certificates ("Securities");

(E) to hold and enjoy all of the rights and privileges of any
Securities so issued under the related Agreements;

(F) to perform its obligations under the Agreements; and

(G) to engage in any activity and to exercise any powers
permitted to corporations under the laws of the State of California that
are related or incidental to the foregoing and necessary, convenient or
advisable to accomplish the foregoing.

(c) Notwithstanding any other provision of this Section and any
provision of law, the Transferor shall not do any of the following:

(i) engage in any business or activity other than as set forth
in clause (b) above;

(ii) without the affirmative vote of a majority of the members of
the Board of Directors of the Transferor (which must include the
affirmative vote of all Independent Directors of the Transferor, as
required by the certificate of incorporation of the Transferor), (A)
dissolve or liquidate, in whole or in part, or institute proceedings to
be adjudicated bankrupt or insolvent, (B) consent to the institution of
bankruptcy or insolvency proceedings against it, (C) file a petition
seeking or consenting to reorganization or relief under any applicable
federal or state law relating to bankruptcy, (D) consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Transferor or a substantial part of
its property, (E) make a general assignment for the benefit of creditors,
(F) admit in writing its inability to pay its debts generally as they
become due, or (G) take any corporate action in furtherance of the
actions set forth in clauses (A) through (F) above;

(iii) without the affirmative vote of the members of the Board of
Directors of the Transferor (including each Independent Director), merge
or consolidate with any other corporation, company or entity or sell all
or substantially all of its assets or acquire all or substantially all of
the assets or capital stock or other ownership interest of any other
corporation, company or entity; PROVIDED that such restrictions shall not
(a) limit the acquisition of the 1998-B SUBI Certificate or the 1998-B
SUBI Insurance Certificate from TMCC, the 1998-B Securitization Trustee
or any other Person, or the acquisition of any other SUBI Certificate
from TMCC or any other Person, or (b) limit the ability of the Transferor
to sell, assign, transfer, convey and/or pledge all or any part of any
SUBI Certificate in accordance with Section 5.03(b)(2) hereof, on which
there shall be no such restriction; or

(iv) so long as any outstanding debt of the Transferor or
Securities are rated by any nationally recognized statistical rating
agency, issue unsecuritized notes or otherwise borrow money unless:

(A) the Transferor has made a written request to the
related nationally recognized rating agency to issue unsecured
notes or incur borrowings and such notes or borrowings are rated
by the related nationally recognized rating agency the same as or
higher than the rating afforded any outstanding rated debt or
Securities; or

(B) such notes or borrowings (1) are fully subordinated
(and which shall provide for payment only after payment in respect
of all outstanding rated debt and/or Securities) or are
nonrecourse against any assets of the Transferor other than the
assets pledged to secure such notes or borrowings, (2) do not
constitute a claim against the Transferor in the event that such
assets are insufficient to pay such notes or borrowings, and (3)
where such notes or borrowings are secured by the rated debt or
Securities, are fully subordinated (and which shall provide for
payment only after payment in respect of all outstanding rated
debt and/or Securities) to such rated debt or Securities.

5.04 LIMITATION ON LIABILITY OF TRANSFEROR AND OTHERS.

The Transferor and any director or officer or employee or agent of the
Transferor may rely in good faith on the advice of counsel or on any document of
any kind, prima facie properly executed and submitted by any Person respecting
any matters arising under this 1998-B Securitization Trust Agreement.

5.05 TRANSFEROR MAY OWN INVESTOR CERTIFICATES.

Each of the Transferor and any Person controlling, controlled by or under
common control with the Transferor may in its individual or any other capacity
become the owner or pledgee of Investor Certificates with the same rights as it
would have if it were not the Transferor or such an affiliate thereof except as
otherwise specifically provided in the definition of the term
"Certificateholder." Investor Certificates so owned by or pledged to the
Transferor or such controlling or commonly controlled Person shall have an equal
and proportionate benefit under the provisions of this 1998-B Securitization
Trust Agreement, without preference, priority or distinction as among all of the
Investor Certificates. The Transferor will give notice to each Rating Agency if
any such controlling or commonly controlled Person shall at any time become the
owner or pledgee of Investor Certificates.

5.06 NO TRANSFER.

The Transferor on behalf of itself and its successors and assigns hereby
covenants that it will not transfer, pledge or assign to any Person (a) the
Transferor Certificate or any part of its right to receive any Excess Amounts
pursuant to Section 3.01(i) or (b) the 1998-B SUBI Insurance Certificate, except
as expressly set forth in the 1998-B SUBI Supplement.

5.07 TAX MATTERS PARTNER.

In the event that the 1998-B Securitization Trust is recharacterized as a
partnership for tax purposes, the Transferor shall act as "Tax Matters Partner"
(i) to represent the Transferor and the Class B Certificateholders, in their
capacities as partners in a partnership for tax purposes, before taxing
authorities or courts of competent jurisdiction in any tax matters affecting the
1998-B Securitization Trust as a tax partnership; and (ii) to execute any
agreements or other documents relating to or affecting such tax matters,
including agreements or other documents binding the Class B Certificateholders
with respect to such tax matters or otherwise affecting their rights, including,
but not limited to, extending the statute of limitations for assessment of tax
deficiencies against the Class B Certificateholders and adjusting the 1998-B
Securitization Trust's federal, state or local tax returns. In the event of such
recharacterization, the Transferor shall provide written notice of such
recharacterization to the 1998-B Securitization Trustee. The Transferor shall
not be liable to the 1998-B Securitization Trust or to any Certificateholder for
any action taken or omitted by the Transferor with regard to such tax matters or
otherwise as a result of its holding the position of Tax Matters Partner.

5.08 MATURITY ADVANCES.

If, with respect to any Class of Certificates, on the related Targeted
Maturity Date or any subsequent relevant Certificate Payment Date the aggregate
of amounts available in the 1998-B SUBI Certificateholders' Account, the 1998-B
SUBI Collection Account or from other sources to be paid in respect of the
Adjusted Class A-1 Certificate Balance, the Adjusted Class A-2 Certificate
Balance, the Adjusted Class A-3 Certificate Balance or the Adjusted Class B
Certificate Balance pursuant to Section 3.01 of this 1998-B Securitization Trust
Agreement are insufficient to reduce such Adjusted Class A-1 Certificate
Balance, Adjusted Class A-2 Certificate Balance, Adjusted Class A-3 Certificate
Balance or Adjusted Class B Certificate Balance to zero, as applicable, and to
reimburse all unreimbursed Certificate Principal Loss Amounts previously
allocated thereto, the Transferor may, at its sole option, make a Maturity
Advance with respect to such shortfall to the Servicer or the 1998-B
Securitization Trustee for deposit into the 1998-B SUBI Collection Account.

ARTICLE VI
THE 1998-B SECURITIZATION TRUSTEE

6.01 DUTIES OF THE 1998-B SECURITIZATION TRUSTEE.

(a) The 1998-B Securitization Trustee, both prior to and after the
occurrence of an Event of Servicing Termination under the 1998-B SUBI Servicing
Supplement, undertakes to perform such duties and only such duties as are
specifically set forth in this 1998-B Securitization Trust Agreement.

(b) The 1998-B Securitization Trustee, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the 1998-B Securitization Trustee that shall be
specifically required to be furnished pursuant to any provision of this 1998-B
Securitization Trust Agreement, shall examine them to determine whether they
conform on their face to the requirements of this 1998-B Securitization Trust
Agreement.

(c) No provision of this 1998-B Securitization Trust Agreement shall
be construed to relieve the 1998-B Securitization Trustee from liability for its
own negligent action, its own negligent failure to act, its own bad faith or its
own willful misfeasance; PROVIDED, HOWEVER, that:

(i) the duties and obligations of the 1998-B Securitization
Trustee shall be determined solely by the express provisions of this
1998-B Securitization Trust Agreement, the 1998-B Securitization Trustee
shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this 1998-B Securitization
Trust Agreement, no implied covenants or obligations shall be read into
this 1998-B Securitization Trust Agreement against the 1998-B
Securitization Trustee, the permissive right of the 1998-B Securitization
Trustee to do things enumerated in this 1998-B Securitization Trust
Agreement shall not be construed as a duty and, in the absence of bad
faith on the part of the 1998-B Securitization Trustee, the 1998-B

Securitization Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
any certificates or opinions furnished to the 1998-B Securitization
Trustee and conforming on their face to the requirements of this 1998-B
Securitization Trust Agreement;

(ii) the 1998-B Securitization Trustee shall not be personally
liable for an error of judgment made in good faith by a Responsible
Officer, unless it shall be proved that the 1998-B Securitization Trustee
was negligent in performing its duties in accordance with the terms of
this 1998-B Securitization Trust Agreement; and

(iii) the 1998-B Securitization Trustee shall not be personally
liable with respect to any action taken, suffered or omitted to be taken
in good faith in accordance with the direction of the Holders of Investor
Certificates evidencing not less than 51% of the aggregate Percentage
Interest relating to the time, method and place of conducting any
proceeding for any remedy available to the 1998-B Securitization Trustee,
or exercising any trust or power conferred upon the 1998-B Securitization
Trustee, under this 1998-B Securitization Trust Agreement or the Titling
Trust Agreement (as supplemented by the 1998-B SUBI Supplement).

(d) The 1998-B Securitization Trustee shall not be required to expend
or risk its own funds or otherwise incur financial liability in the performance
of any of its duties under this 1998-B Securitization Trust Agreement, or in the
exercise of any of its rights or powers, if there shall be reasonable grounds
for believing that the repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.

(e) All information obtained by the 1998-B Securitization Trustee
regarding the Obligors and the Contracts contained in the 1998-B SUBI, whether
upon the exercise of its rights under this 1998-B Securitization Trust Agreement
or otherwise, shall be maintained by the 1998-B Securitization Trustee in
confidence and shall not be disclosed to any other Person, unless such
disclosure is required by any applicable law or regulation or pursuant to
subpoena.

(f) Pursuant to Section 3.03(a) of the 1998-B SUBI Servicing
Supplement, in the event that the 1998-B Securitization Trustee discovers that a
representation or warranty with respect to a 1998-B Contract was incorrect as of
the time specified with respect to such representation and warranty and such
incorrectness materially and adversely affects such 1998-B Contract, the 1998-B
Securitization Trustee shall give prompt written notice to the Servicer and the
Titling Trustee of such incorrectness.

6.02 CERTAIN MATTERS AFFECTING THE 1998-B SECURITIZATION TRUSTEE.

(a) Except as otherwise provided in Section 6.01:

(i) the 1998-B Securitization Trustee may rely and shall be
protected in acting or refraining from acting upon any resolution,
Officer's Certificate, certificate of an authorized signatory,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or
other paper or

document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

(ii) the 1998-B Securitization Trustee may consult with counsel
and any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it
under this 1998-B Securitization Trust Agreement in good faith and in
accordance with such Opinion of Counsel;

(iii) the 1998-B Securitization Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
1998-B Securitization Trust Agreement or the Titling Trust Agreement (as
supplemented by the 1998-B SUBI Supplement), or to institute, conduct or
defend any litigation under this 1998-B Securitization Trust Agreement or
the Titling Trust Agreement (as supplemented by the 1998-B SUBI
Supplement), or in relation to this 1998-B Securitization Trust Agreement
or the Titling Trust Agreement (as supplemented by the 1998-B SUBI
Supplement), at the request, order or direction of any of the
Certificateholders pursuant to the provisions of this 1998-B
Securitization Trust Agreement or the Titling Trust Agreement (as
supplemented by the 1998-B SUBI Supplement), unless such
Certificateholders shall have offered to the 1998-B Securitization
Trustee reasonable security or indemnity against the costs, expenses and
liabilities that may be incurred therein or thereby;

(iv) the 1998-B Securitization Trustee shall not be personally
liable for any action taken, suffered or omitted by it in good faith and
reasonably believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this 1998-B Securitization Trust
Agreement;

(v) the 1998-B Securitization Trustee shall not be bound to
recalculate, reverify, or make any investigation into the facts of
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other
paper or document, unless requested in writing to do so by Holders of
Investor Certificates evidencing not less than 25% of the aggregate
Percentage Interest of any Class; PROVIDED, HOWEVER, that if the payment
within a reasonable time to the 1998-B Securitization Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the 1998-B Securitization
Trustee, not reasonably assured to the 1998-B Securitization Trustee by
the security afforded to it by the terms of this 1998-B Securitization
Trust Agreement, the 1998-B Securitization Trustee may require reasonable
indemnity against such cost, expense or liability as a condition to so
proceeding; the reasonable expense of every such examination shall be
paid by the Transferor or, if paid by the 1998-B Securitization Trustee,
shall be reimbursed by the Transferor upon demand; and nothing in this
clause shall derogate from the obligation of the Servicer to observe any
applicable law prohibiting disclosure of information regarding the
Obligors; and

(vi) the 1998-B Securitization Trustee may execute any of the
trusts or powers under this 1998-B Securitization Trust Agreement or
perform any duties under this 1998-

B Securitization Trust Agreement either directly or by or through agents
or attorneys or a custodian.

(b) No Certificateholder will have any right to institute any
proceeding with respect to this 1998-B Securitization Trust Agreement except
upon satisfying the conditions set forth in Section 9.03(c).

6.03 1998-B SECURITIZATION TRUSTEE NOT LIABLE FOR CERTIFICATES OR CONTRACTS.

The 1998-B Securitization Trustee makes no representations as to the
validity or sufficiency of this 1998-B Securitization Trust Agreement or of
the Certificates (other than the execution by the 1998-B Securitization
Trustee on behalf of the 1998-B Securitization Trust of, and the certificate
of authentication on, the Certificates), or of the 1998-B SUBI or 1998-B SUBI
Certificate. The 1998-B Securitization Trustee shall have no obligation to
perform any of the duties of the Transferor unless explicitly set forth in
this 1998-B Securitization Trust Agreement. The 1998-B Securitization Trustee
shall at no time have any responsibility or liability for or with respect to
the legality, validity and enforceability of the 1998-B SUBI or 1998-B SUBI
Certificate or any 1998-B Contract, any ownership interest in any 1998-B
Leased Vehicle, or the maintenance of any such ownership interest, or for or
with respect to the efficacy of the 1998-B Securitization Trust or its
ability to generate the payments to be distributed to Certificateholders
under this 1998-B Securitization Trust Agreement, including without
limitation the validity of the assignment of the 1998-B SUBI or 1998-B SUBI
Certificate to the 1998-B Securitization Trust or of any intervening
assignment; the existence, condition, location and ownership of any 1998-B
Contract or 1998-B Leased Vehicle; the existence and enforceability of any
physical damage or credit life or credit disability insurance; the existence
and contents of any 1998-B Contract or any computer or other record thereof;
the completeness of any 1998-B Contract; the performance or enforcement of
any 1998-B Contract; the compliance by the Transferor with any covenant or
the breach by the Transferor of any warranty or representation made under
this 1998-B Securitization Trust Agreement or in any related document and the
accuracy of any such warranty or representation prior to the 1998-B
Securitization Trustee's receipt of notice or other discovery of any
noncompliance therewith or any breach thereof; the acts or omissions of the
Transferor or the Servicer; or any action by the 1998-B Securitization
Trustee taken at the instruction of the Servicer PROVIDED, HOWEVER, that the
foregoing shall not relieve the 1998-B Securitization Trustee of its
obligation to perform its duties under this 1998-B Securitization Trust
Agreement. Except with respect to a claim based on the failure of the 1998-B
Securitization Trustee to perform its duties under this 1998-B Securitization
Trust Agreement or based on the 1998-B Securitization Trustee's willful
misconduct, bad faith or negligence, no recourse shall be had for any claim
based on any provision of this 1998-B Securitization Trust Agreement, the
Certificates, the 1998-B SUBI or 1998-B SUBI Certificate or assignment
thereof against the institution serving as the 1998-B Securitization Trustee
in its individual capacity. The 1998-B Securitization Trustee shall not have
any personal obligation, liability or duty whatsoever to any
Certificateholder or any other Person with respect to any such claim, and any
such claim shall be asserted solely against the 1998-B Securitization Trust
or any indemnitor who shall furnish indemnity as provided in this 1998-B
Securitization Trust Agreement. The 1998-B Securitization Trustee shall not
be accountable for the use or application by the Transferor of any of the
Certificates or of the proceeds of such

Certificates, or for the use or application of any funds paid to the Servicer
in respect of the 1998-B SUBI or 1998-B SUBI Certificate.

6.04 1998-B SECURITIZATION TRUSTEE MAY OWN CERTIFICATES.

The 1998-B Securitization Trustee in its individual or any other
capacity may become the owner or pledgee of Certificates with the same rights
as it would have if it were not the 1998-B Securitization Trustee.

6.05 1998-B SECURITIZATION TRUSTEE'S FEES AND EXPENSES.

The 1998-B Securitization Trustee shall be entitled to reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered
by it in the execution of the trusts created by this 1998-B Securitization
Trust Agreement and in the exercise and performance of any of the powers and
duties of the 1998-B Securitization Trustee under this 1998-B Securitization
Trust Agreement, and payment or reimbursement upon its request for all
reasonable expenses, disbursements and advances incurred or made by the
1998-B Securitization Trustee in its capacity as 1998-B Securitization
Trustee in accordance with any of the provisions of this 1998-B
Securitization Trust Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ in each case to the extent their services are provided in
connection with the 1998-B Securitization Trustee's administration of this
1998-B Securitization Trust Agreement) except any such expense, disbursement
or advance as may arise from its negligence, willful misfeasance or bad faith
or that is the responsibility of Certificateholders under this 1998-B
Securitization Trust Agreement. Such compensation and reimbursement shall be
paid as set forth in Sections 3.01(c) and (g) hereof.

6.06 ELIGIBILITY REQUIREMENTS FOR 1998-B SECURITIZATION TRUSTEE.

The 1998-B Securitization Trustee under this 1998-B Securitization
Trust Agreement shall at all times be a national banking association or State
banking institution; and organized and doing business under the laws of any
State or the United States; authorized under such laws to exercise corporate
trust powers; having a combined capital and surplus of at least $50,000,000
and subject to supervision or examination by federal or state authorities;
and having a long-term deposit rating no lower than Baa3 by Moody's, so long
as Xxxxx'x is a Rating Agency, or be otherwise acceptable to each Rating
Agency, as evidenced by a letter to such effect from each of them.

If the 1998-B Securitization Trustee shall publish reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purpose of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the 1998-B Securitization Trustee
shall cease to be eligible in accordance with the provisions of this Section,
the 1998-B Securitization Trustee shall resign immediately in the manner and
with the effect specified in Section 6.07.

6.07 RESIGNATION OR REMOVAL OF 1998-B SECURITIZATION TRUSTEE.

(a) RESIGNATION. The 1998-B Securitization Trustee may at any time
resign and be discharged from the trusts created by this 1998-B
Securitization Trust Agreement by giving written notice thereof to the
Transferor. Upon receiving such notice of resignation, the Transferor shall
promptly appoint a successor 1998-B Securitization Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to
the resigning 1998-B Securitization Trustee and one copy to the successor
Trustee. If no successor Trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

(b) REMOVAL. If at any time the 1998-B Securitization Trustee shall
cease to be eligible in accordance with the provisions of Section 6.06 and
shall fail to resign after written request therefor by the Transferor, or if
at any time the 1998-B Securitization Trustee shall be legally unable to act,
or shall be adjudged a bankrupt or insolvent, or a receiver of the 1998-B
Securitization Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the 1998-B Securitization Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Transferor may remove the 1998-B Securitization
Trustee. If it shall remove the 1998-B Securitization Trustee under the
authority of the immediately preceding sentence, the Transferor shall
promptly appoint a successor 1998-B Securitization Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to
the 1998-B Securitization Trustee so removed and one copy to the successor
1998-B Securitization Trustee, and arrange for the payment of all fees owed
to the outgoing 1998-B Securitization Trustee.

(c) EFFECTIVE DATE OF RESIGNATION OR REMOVAL. Any resignation or
removal of the 1998-B Securitization Trustee and appointment of a successor
1998-B Securitization Trustee pursuant to any of the provisions of this
Section shall not become effective until acceptance of appointment by the
successor 1998-B Securitization Trustee as provided in Section 6.08. The
Servicer shall give each Rating Agency notice of any such resignation or
removal of the 1998-B Securitization Trustee and appointment and acceptance
of a successor Trustee.

6.08 SUCCESSOR 1998-B SECURITIZATION TRUSTEE.

Any successor 1998-B Securitization Trustee appointed as provided in
Section 6.07 shall execute, acknowledge and deliver to the Transferor and to
its predecessor 1998-B Securitization Trustee an instrument accepting such
appointment under this 1998-B Securitization Trust Agreement, and thereupon
the resignation or removal of the predecessor Trustee shall become effective
and such successor Trustee, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations
of its predecessor under this 1998-B Securitization Trust Agreement, with
like effect as if originally named as Trustee. The predecessor Trustee shall
deliver to the successor Trustee all documents and statements held by it
under this 1998-B Securitization Trust Agreement; and the Transferor and the
predecessor Trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for

fully and certainly vesting and confirming in the successor Trustee all such
rights, powers, duties and obligations. No successor Trustee shall accept
appointment as provided in this Section unless at the time of such acceptance
such successor Trustee shall be eligible under the provisions of Section
6.06. Upon acceptance of appointment by a successor Trustee as provided in
this Section, the Transferor shall cause notice of the successor of such
Trustee under this 1998-B Securitization Trust Agreement to be mailed to all
Certificateholders at their addresses as shown in the Certificate Register
and shall give notice by mail to each Rating Agency. If the Transferor fails
to mail or cause to be mailed such notice within ten days after acceptance of
appointment by the successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Transferor.

6.09 MERGER OR CONSOLIDATION OF 1998-B SECURITIZATION TRUSTEE.

Any corporation (i) into which the 1998-B Securitization Trustee may be
merged or consolidated, (ii) which may result from any merger, conversion or
consolidation to which the 1998-B Securitization Trustee shall be a party, or
(iii) which may succeed to the corporate trust business of the 1998-B
Securitization Trustee, shall be the successor of the 1998-B Securitization
Trustee hereunder, provided such corporation shall be eligible pursuant to
Section 6.06, without the execution or filing of any instrument or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding, except that if the 1998-B Securitization Trustee in
any of the foregoing cases is not the surviving entity, then the surviving
entity shall assume and agree to perform every obligation of the 1998-B
Securitization Trustee, either generally or particularly as provided herein.
Notice of any such event shall be given by the 1998-B Securitization Trustee
to each Rating Agency.

6.10 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

(a) Notwithstanding any other provisions of this 1998-B Securitization
Trust Agreement, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the 1998-B
Securitization Trust may at the time be located, the Transferor and the
1998-B Securitization Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons to act
jointly with the 1998-B Securitization Trustee, or separate trustee or
separate trustees, of all or any part of the 1998-B Securitization Trust, and
to vest in such Person, in such capacity and for the benefit of the
Certificateholders, such title to the 1998-B Securitization Trust, or any
part thereof, and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Transferor and the
1998-B Securitization Trustee may consider necessary or desirable. If the
Transferor shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, the 1998-B Securitization Trustee alone
shall have the power to make such appointment. No co-trustee or separate
trustee under this 1998-B Securitization Trust Agreement shall be required to
meet the terms of eligibility as a successor Trustee pursuant to Section
6.06, and no notice of a successor Trustee shall be required pursuant to
Section 6.08 and no notice to Certificateholders of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 6.08.

(b) Each separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions
and conditions:

(i) all rights, powers, duties and obligations conferred or
imposed upon the 1998-B Securitization Trustee shall be conferred upon
and exercised or performed by the 1998-B Securitization Trustee and such
separate trustee or co-trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act separately
without the 1998-B Securitization Trustee joining in such act), except to
the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed, the 1998-B Securitization Trustee shall
be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the holding of
title to the 1998-B Securitization Trust or any portion thereof in any
such jurisdiction) shall be exercised and performed singly by such
separate trustee or co-trustee, but solely at the direction of the 1998-B
Securitization Trustee;

(ii) no trustee under this 1998-B Securitization Trust Agreement
shall be personally liable by reason of any act or omission of any other
trustee under this 1998-B Securitization Trust Agreement; and

(iii) the Transferor and the 1998-B Securitization Trustee acting
jointly may at any time accept the resignation of or remove any separate
trustee or co-trustee.

(c) Any notice, request or other writing given to the 1998-B
Securitization Trustee shall be deemed to have been given to each of the then
separate trustees and co-trustees, as effectively as if given to each of
them. Every instrument appointing any separate trustee or co-trustee shall
refer to this 1998-B Securitization Trust Agreement and the conditions of
this Section. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the 1998-B
Securitization Trustee or separately, as may be provided therein, subject to
all the provisions of this 1998-B Securitization Trust Agreement,
specifically including every provision of this 1998-B Securitization Trust
Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the 1998-B Securitization Trustee. Each such
instrument shall be filed with the 1998-B Securitization Trustee and a copy
thereof given to the Transferor and the Servicer.

(d) Any separate trustee or co-trustee may at any time appoint the
1998-B Securitization Trustee its agent or attorney-in-fact with full power
and authority, to the extent not prohibited by law, to do any lawful act
under or in respect of this 1998-B Securitization Trust Agreement on its
behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
1998-B Securitization Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee. Notwithstanding anything to the
contrary in this 1998-B Securitization Trust Agreement, the appointment of
any separate trustee or co-trustee shall not relieve the 1998-B
Securitization Trustee of its obligations and duties under this 1998-B
Securitization Trust Agreement.

6.11 REPRESENTATIONS AND WARRANTIES OF TRUSTEE.

The 1998-B Securitization Trustee makes the following representations
and warranties on which the Transferor and Certificateholders may rely:

ORGANIZATION AND GOOD STANDING. The 1998-B Securitization Trustee is a
national banking association organized, existing and in good standing under
the laws of the United States.

POWER AND AUTHORITY. The 1998-B Securitization Trustee has full power,
authority and right to execute, deliver and perform this 1998-B
Securitization Trust Agreement and has taken all necessary action to
authorize the execution, delivery and performance by it of this 1998-B
Securitization Trust Agreement.

DUE EXECUTION. This 1998-B Securitization Trust Agreement has been
duly executed and delivered by the 1998-B Securitization Trustee.

ENFORCEABILITY. This 1998-B Securitization Trust Agreement constitutes
the legal, valid and binding obligation of the 1998-B Securitization Trustee,
enforceable against it in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting enforcement of creditors'
rights generally and by general principles of equity.

6.12 TAX RETURNS.

The 1998-B Securitization Trustee shall, at the written direction of
the Servicer and on behalf of the Transferor, prepare or shall cause to be
prepared any required federal tax information returns (in a manner consistent
with the treatment of the Investor Certificates as indebtedness) and shall
file and distribute such forms as required by law. The Servicer shall
prepare or cause to be prepared any federal and state tax returns that may be
required with respect to the 1998-B Securitization Trust or the assets of the
1998-B Securitization Trust and shall deliver any such returns to the 1998-B
Securitization Trustee for signature at least five days prior to the date
such returns are required by law to be filed. The 1998-B Securitization Trust
shall not elect to be treated as an association under Treasury Regulations
Section 301.7701-3(a) for federal income tax purposes.

6.13 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF CERTIFICATES.

All rights of action and claims under this 1998-B Securitization Trust
Agreement or the Certificates may be prosecuted and enforced by the 1998-B
Securitization Trustee without the possession of any of the Certificates or
the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the 1998-B Securitization Trustee shall be brought
in its own name as trustee. Any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the 1998-B Securitization Trustee, its agents and counsel, be for
the ratable benefit of the Certificateholders in respect of which such
judgment has been obtained.

6.14 SUIT FOR ENFORCEMENT.

If an Event of Servicing Termination shall occur and be continuing
under the Titling Trust Agreement, as supplemented by the 1998-B SUBI
Servicing Supplement with respect to the 1998-B SUBI Portfolio, the 1998-B
Securitization Trustee, in its discretion may, subject to the provisions of
Sections 6.01 and 6.02 hereof and Sections 6.01(b) and 6.01(c) of the 1998-B
SUBI Servicing

Supplement, proceed to protect and enforce its rights and the rights of the
Certificateholders under this 1998-B Securitization Trust Agreement, the
Titling Trust Agreement and the 1998-B SUBI Servicing Supplement by a suit,
action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained herein or therein
or in aid of the execution of any power granted herein or therein or for the
enforcement of any other legal, equitable or other remedy as the 1998-B
Securitization Trustee, being advised by counsel, shall deem most effectual
to protect and enforce any of the rights of the 1998-B Securitization Trustee
or the Certificateholders.

6.15 RIGHTS OF CERTIFICATEHOLDERS TO DIRECT TRUSTEE.

Holders of Investor Certificates evidencing not less than 25% of the
Voting Interests of the Certificates, voting together as a single class,
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the 1998-B Securitization Trustee
under this 1998-B Securitization Trust Agreement (including to direct the
1998-B Securitization Trustee to take or withhold any action with respect to
the TMCC Demand Notes), or exercising any trust or power conferred on the
1998-B Securitization Trustee by this 1998-B Securitization Trust Agreement;
PROVIDED, HOWEVER, that (a) if any greater Percentage Interest is required to
cause any action to be taken under the Titling Trust Agreement or the 1998-B
SUBI Supplement by the 1998-B Securitization Trustee in its capacity as a
transferee of the 1998-B SUBI Certificate, the greater Percentage Interest
shall prevail; (b) subject to Sections 6.01 and 6.02, the 1998-B
Securitization Trustee shall have the right to decline to follow any such
direction if the 1998-B Securitization Trustee being advised by counsel
determines that the action so directed may not lawfully be taken, or if the
1998-B Securitization Trustee in good faith shall determine that the
proceedings so directed would be illegal or subject it to personal liability
or be unduly prejudicial to the rights of Certificateholders not parties to
such direction; and (c) nothing in this 1998-B Securitization Trust Agreement
shall impair the right of the 1998-B Securitization Trustee to take any
action deemed proper by the 1998-B Securitization Trustee and which is not
inconsistent with such direction by the Certificateholders.

6.16 NO PETITION.

The 1998-B Securitization Trustee covenants and agrees that prior to
the date which is one year and one day after the last date upon which (a)
each Class of Investor Certificates has been paid in full, and (b) all
obligations due under any other Securitized Financing have been paid in full,
the 1998-B Securitization Trustee will not institute against, or join any
other Person in instituting against the Transferor, TMCC, the Titling Trustee
or the Titling Trust any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceeding or other proceedings under any federal or state
bankruptcy or similar law. The foregoing shall not limit the 1998-B
Securitization Trustee's right to file any claim in or otherwise take actions
with respect to any such proceeding instituted by any Person not under such a
constraint. This Section shall survive the termination of this 1998-B
Securitization Trust Agreement or the resignation or removal of the 1998-B
Securitization Trustee under this 1998-B Securitization Trust Agreement.

6.17 NEGATIVE PLEDGE.

Except as expressly set forth herein with respect to the disposition of
the assets of the 1998-B Securitization Trust in connection with the
termination of the 1998-B Securitization Trust pursuant to Section 7.01, the
1998-B Securitization Trustee shall not sell, assign, pledge, convey or
otherwise transfer to any person the 1998-B SUBI Certificate or any interest
therein.

ARTICLE VII
TERMINATION

7.01 TERMINATION OF THE 1998-B SECURITIZATION TRUST.

(a) The 1998-B Securitization Trust and the respective obligations and
responsibilities of the Transferor and the 1998-B Securitization Trustee
shall terminate upon the earliest of (i) the maturity, sale or other
liquidation, as the case may be, of the last outstanding 1998-B Contract and
1998-B Leased Vehicle evidenced by the 1998-B SUBI and the distribution of
all proceeds thereof (other than proceeds of Residual Value Insurance
Policies), together with all amounts on deposit in all 1998-B SUBI Accounts
and the Reserve Fund in the manner provided in Section 3.01, (ii) the
purchase by the Transferor of the corpus of the 1998-B Securitization Trust
as described in Section 7.02 (except that the 1998-B Securitization Trust
shall continue solely for the limited purposes set forth in (b) and (c)
below), (iii) the day following the Monthly Allocation Date on which the
Class A-1 Certificate Balance, the Class A-2 Certificate Balance, the Class
A-3 Certificate Balance and the Class B Certificate Balance have been reduced
to zero and all Loss Amounts and Certificate Principal Loss Amounts have been
reimbursed, (iv) on the occurrence of a Liquidation Event and the subsequent
liquidation of the assets of the 1998-B Securitization Trust and the
distribution of the net proceeds thereof to Certificateholders, the 1998-B
Securitization Trustee, the Titling Trustee and the Transferor pursuant to
Section 3.01(o) of this 1998-B Securitization Trust Agreement, or (v) the
expiration, disposition or termination of the 1998-B SUBI; PROVIDED, HOWEVER,
that in no event shall the trust created by this 1998-B Securitization Trust
Agreement continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Xxxxxx X. Xxxxxxx, late ambassador of the
United States of America to the Court of St. Xxxxx', living on the date of
the Agreement. The Transferor shall promptly notify the 1998-B
Securitization Trustee and each Rating Agency of any prospective termination
of the 1998-B Securitization Trust.

(b) Notice of any termination, specifying the Monthly Allocation Date
upon which the Certificateholders may surrender their Certificates to the
1998-B Securitization Trustee or, in the case of any Definitive Class A
Certificates, to the 1998-B Securitization Trustee or the Paying Agent in
Luxembourg, for payment of the final distribution and retirement of the
Certificates, shall be given promptly by the 1998-B Securitization Trustee
(i) for so long as any Class A Certificates are listed on the Luxembourg
Stock Exchange, by publication in a leading daily newspaper of general
circulation in Luxembourg, or, if publication in Luxembourg is not practical,
in Europe (such publication is expected to be made in the LUXEMBOURGER WORT)
and (ii) if Definitive Certificates are issued by letter to
Certificateholders mailed not later than the 15th day and not earlier than
the 30th day prior to the date on which such final distribution is expected

to occur specifying (A) the Certificate Payment Date upon which final payment
of the Certificates shall be made upon presentation and surrender of
Certificates at the Corporate Trust Office or such other office of the 1998-B
Securitization Trustee therein specified, or, in the case of any Definitive
Class A Certificates, to the 1998-B Securitization Trustee or the Paying
Agent in Luxembourg, (B) the amount of any such final payment and (C) if
applicable, that the related Record Date for such Certificate Payment Date is
not applicable, payments being made only upon presentation and surrender of
the Certificates at the locations therein specified. Such notices will be
mailed to the addresses of the holders thereof as they appear in the
Certificate Register maintained by the Trustee on the Record Date preceding
such mailing. Such notices will be deemed to have been given on the date of
such publication or mailing. The 1998-B Securitization Trustee shall give
such notice to the Certificate Registrar (if other than the 1998-B
Securitization Trustee) at the time such notice is given to
Certificateholders.

(c) In the event such notice is given, in the case of an optional
purchase of the 1998-B Securitization Trust corpus pursuant to Section 7.02,
the Transferor shall deposit into the 1998-B SUBI Collection Account, the
amount specified in Section 7.02. Upon presentation and surrender of the
Certificates, the 1998-B Securitization Trustee shall cause to be paid to
Certificateholders so surrendering amounts payable on such Certificate
Payment Date pursuant to Section 3.01. No further interest will accrue with
respect to any Investor Certificate from and after the final Certificate
Payment Date with respect thereto.

(d) In the event that all of the Certificateholders shall not have
surrendered their Certificates for retirement within six months after the
date specified in the above-mentioned written notice, the 1998-B
Securitization Trustee shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for retirement and receive
the final distribution with respect thereto. If within one year after the
second notice any Certificates shall not have been surrendered for
retirement, the 1998-B Securitization Trustee may take appropriate steps, or
may appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets that remain subject
to this 1998-B Securitization Trust Agreement. Any funds remaining in the
1998-B Securitization Trust after exhaustion of such remedies shall be
distributed by the 1998-B Securitization Trustee at the request of the
Transferor to the Transferor, and such remaining Certificateholders shall
look solely to the Transferor for such funds.

7.02 OPTIONAL PURCHASE OF 1998-B SUBI.

On each Monthly Allocation Date on or after the Class A-3 Targeted
Maturity Date, if either before or after giving effect to any allocations,
applications or payments in respect of principal required to be made on such
Monthly Allocation Date, the Investor Balance shall be less than or equal to
$109,993,704.53 (10% of the Aggregate Net Investment Value as of the Cutoff
Date) or amounts sufficient to effectively reduce the Investor Balance to
such amount have been deposited in the 1998-B SUBI Collection Account on such
date, the Transferor shall have the option to purchase the Investor
Certificateholders' interest in the corpus of the 1998-B Securitization
Trust. To exercise such option, the Transferor shall notify the 1998-B
Securitization

Trustee and the Servicer, in writing, no later than the fifteenth day of the
month preceding the month in which such purchase is to be effected, and shall
deposit in the 1998-B SUBI Certificateholders' Account an amount equal to the
greater of (i) the Aggregate Net Investment Value as of the last day of the
preceding Collection Period, and (ii) the sum of (A) the Adjusted Class A-1
Certificate Balance, the Adjusted Class A-2 Certificate Balance, the Adjusted
Class A-3 Certificate Balance and the Adjusted Class B Certificate Balance
(B) any accrued and unpaid interest with respect to the Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates and Class B
Certificates, including any accrued and unpaid Class A-1 Interest Carryover
Shortfall, Class A-2 Interest Carryover Shortfall, Class A-3 Interest
Carryover Shortfall and Class B Interest Carryover Shortfall, (C) any unpaid
Class A-1 Certificate Principal Loss Amount, unpaid Class A-2 Certificate
Principal Loss Amount, unpaid Class A-3 Certificate Principal Loss Amount,
unpaid Class B Certificate Principal Loss Amount (and interest accrued
thereon), (D) any unreimbursed Maturity Advances, other Advances or
compensation payable to the Servicer through such date and (E) any
compensation or reimbursements due to the Titling Trustee and the 1998-B
Securitization Trustee hereunder. On such Monthly Allocation Date, upon
receipt of such amount, the 1998-B Securitization Trustee shall distribute
such amounts pursuant to the priorities set forth in Section 3.01, and any
balance shall be distributed to the Transferor. Thereupon the Transferor
shall succeed to all of the Investor Certificateholders' interests in and to
the 1998-B Securitization Trust corpus.

ARTICLE VIII
ACCUMULATION EVENTS AND LIQUIDATION EVENTS

8.01 ACCUMULATION EVENTS.

If an Accumulation Event or Liquidation Event shall occur during the
Revolving Period, then (but in the case of any event described in
subparagraph (i), (ii), (iii) or (iv) of the definition of "Accumulation
Event" after any applicable grace period set forth in such clause), the
Revolving Period shall terminate and Principal Collections and reimbursed
Loss Amounts and Certificate Principal Loss Amounts will no longer be
reinvested in Subsequent Contracts and Subsequent Leased Vehicles.

8.02 LIQUIDATION EVENTS.

(a) Following the occurrence of a Liquidation Event, the Transferor
shall promptly give notice to the 1998-B Securitization Trustee of such
Liquidation Event. Within 15 days of the receipt by the 1998-B
Securitization Trustee of the notice, the 1998-B Securitization Trustee shall
publish a notice in the Authorized Newspapers that a Liquidation Event has
occurred and that the 1998-B Securitization Trustee intends to sell, dispose
of or otherwise liquidate the 1998-B SUBI, the 1998-B SUBI Certificate and
the other property of the 1998-B Securitization Trust in a commercially
reasonable manner. Following such publication, the 1998-B Securitization
Trustee shall, unless otherwise prohibited by applicable law from any such
action, sell, dispose of, or otherwise liquidate the 1998-B SUBI, the 1998-B
SUBI Certificate and the other property of the 1998-B Securitization Trust,
in a commercially reasonable manner and on commercially reasonable terms,
which may, but are not required to, include the solicitation of competitive
bids, and shall proceed to consummate the sale, liquidation or disposition
thereof as provided above with the

highest bidder. The Transferor and the Servicer shall be permitted to bid
for the 1998-B Securitization Trust property. The 1998-B Securitization
Trustee may obtain a prior determination from the conservator, receiver, or
trustee in bankruptcy of the Transferor that the terms and manner of any
proposed sale, disposition or liquidation are commercially reasonable. The
provisions of Sections 8.01 and 8.02 shall not be deemed to be mutually
exclusive.

(b) The proceeds from the sale, disposition or liquidation of the
1998-B SUBI Certificate and the 1998-B SUBI Assets evidenced thereby pursuant
to Section 8.02(a) above, shall be payable pursuant to the priorities set
forth in Section 3.01(o) above; PROVIDED, that the Servicer on behalf of the
1998-B Securitization Trustee shall determine conclusively without liability
for such determination the amount of such proceeds which are allocable to
Interest Collections and the amount of such proceeds which are allocable to
Principal Collections. On the day following the Certificate Payment Date on
which such proceeds are distributed to the Investor Certificateholders, the
1998-B Securitization Trust shall terminate.

ARTICLE IX
MISCELLANEOUS PROVISIONS

9.01 AMENDMENT.

(a) This 1998-B Securitization Trust Agreement and the other
Transaction Documents may be amended by the respective parties thereto,
without the consent of any of the Certificateholders, (i) to cure any
ambiguity, mistake or error, (ii) to correct or supplement any provisions
herein or therein that may be inconsistent with any provisions hereof or
thereof, (iii) to add, change or eliminate any other provisions hereof or
thereof with respect to matters or questions arising hereunder or thereunder
that shall not be inconsistent with the provisions hereof or thereof, and
(iv) to add or amend any provision therein in connection with permitting
transfers of the Class B Certificates; PROVIDED, HOWEVER, that any such
action shall not, in the good faith judgment of the parties hereto or
thereto, adversely affect in any material respect the interests of the
Certificateholders and the Titling Trustee and the 1998-B Securitization
Trustee shall have received an Opinion of Counsel to the effect that such
action shall not materially and adversely affect the interests of the
Certificateholders PROVIDED, HOWEVER, further, that any amendment eliminating
the Reserve Fund or reducing the Specified Reserve Fund Balance shall also
require the Transferor to deliver to the 1998-B Securitization Trustee an
Opinion of Counsel to the effect that after such amendment, for federal
income tax purposes, the 1998-B Securitization Trust will not be treated as
an association taxable as a corporation and the Class A Certificates will,
and the Class B Certificates should, properly be characterized as
indebtedness that is secured by the assets of the 1998-B Securitization
Trust.

(b) This 1998-B Securitization Trust Agreement and the other
Transaction Documents may also be amended from time to time by the respective
parties hereto or thereto for the purpose of adding any provisions to or
changing in any manner, or eliminating any of the provisions of this
Agreement or the other Transaction Documents or of modifying in any manner
the right of each Class of Certificateholders, including with respect to (i)
changing the formula for determining the Specified Reserve Fund Balance which
change would result in a decrease in the

amount of the Specified Reserve Fund Balance, (ii) changing the manner by
which the Reserve Fund is funded, which changes could include borrowings by
the Transferor to fund all or a portion of the Reserve Fund Initial Deposit
(which borrowings would be payable from assets or cash flow otherwise payable
to the Transferor), (iii) changing the remittance schedule for collection
deposits in the 1998-B SUBI Collection Account, (iv) changing the definition
of "Permitted Investments") or (v) to obtain or comply with the Requested
Exemption, if either (A) the 1998-B Securitization Trustee has been furnished
with a letter from each Rating Agency to the effect that such amendment would
not cause its then-current rating of any Rated Certificate to be qualified,
reduced or withdrawn, or (B) the 1998-B Securitization Trustee has received
the consent of the Holders of Investor Certificates representing not less
than 51% of the Voting Interests of the Certificates, voting together as a
single class (which consent of any Holder of an Investor Certificate given
pursuant to this Section or pursuant to any other provision of this 1998-B
Securitization Trust Agreement shall be conclusive and binding on such Holder
and on all future Holders of such Investor Certificate and of any Investor
Certificate issued upon the transfer thereof or in exchange thereof or in
lieu thereof whether or not notation of such consent is made upon the
Investor Certificate); PROVIDED, HOWEVER, that no such amendment shall (x)
except as otherwise provided in Section 9.01(a), increase or reduce in any
manner the amount of, or accelerate or delay the timing of, collections of
payments on the 1998-B SUBI or any 1998-B SUBI Certificate or distributions
that shall be required to be made on any Investor Certificate or the
applicable Certificate Rate or (y) reduce the aforesaid percentage of the
aggregate Percentage Interest of the Investor Certificates of each Class
required to consent to any such amendment, without the consent of the Holders
of all Certificates of such Class then outstanding. It shall not be
necessary for the consent of Certificate Owners pursuant to this Section
9.01(b) to approve the particular form of any proposed amendment or consent,
but it shall be sufficient if such consent shall approve the substance
thereof.

(c) The 1998-B Securitization Trustee shall provide each Rating Agency
prior notice of any proposed amendment hereto and copies of an Opinion of
Counsel, if required pursuant to Section 9.01(a), whether or not such
amendment requires its approval. Any notice of any such amendment or
modification as to which notice is required to be given to any Rating Agency
shall contain both the substance and substantial form of the proposed
amendment or modification.

(d) Promptly after the execution of any such amendment or consent, the
1998-B Securitization Trustee shall furnish written notification of the
substance of such amendment or consent to each Certificateholder. The
failure to send such notification shall not affect the validity of such
amendment. It shall not be necessary for the consent of Certificateholders
pursuant to Section 9.01(b) to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining such consents and of
evidencing the authorization by Certificateholders of the execution thereof
shall be subject to such reasonable requirements as the 1998-B Securitization
Trustee may prescribe.

(e) Prior to the execution of any amendment to this 1998-B
Securitization Trust Agreement, the 1998-B Securitization Trustee shall be
entitled to receive and rely upon an Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by

this 1998-B Securitization Trust Agreement. The 1998-B Securitization
Trustee may, but shall not be obligated to, enter into any such amendment
which affects the 1998-B Securitization Trustee's own rights, duties or
immunities under this 1998-B Securitization Trust Agreement or otherwise.

9.02 PROTECTION OF TITLE TO TRUST.

(a) The Transferor shall execute and file, or cause to be executed and
filed, such financing statements and such continuation and other statements,
all in such manner and in such places as may be required by law fully to
preserve, maintain and protect the interest of the Certificateholders and the
1998-B Securitization Trustee under this 1998-B Securitization Trust
Agreement in the 1998-B SUBI, the 1998-B SUBI Certificate and in the proceeds
thereof. The Transferor shall deliver (or cause to be delivered) to the
1998-B Securitization Trustee file-stamped copies of, or filing receipts for,
any document filed as provided above, as soon as available following such
filing.

(b) If the Transferor shall change its name, identity or corporate
structure in any manner that would, could or might make any financing
statement or continuation statement filed by the Transferor in accordance
with paragraph (a) above seriously misleading it shall give the 1998-B
Securitization Trustee written notice thereof and shall have promptly filed
appropriate amendments to all previously filed financing statements or
continuation statements as contemplated by Sections 9-402(7) and 9-406 of the
UCC as in effect in California on the date hereof or any successor provision
thereof.

(c) The Transferor shall give the 1998-B Securitization Trustee prior
written notice of any relocation of its principal executive office if, as a
result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement and shall promptly make any such
filing.

(d) The Transferor shall deliver to the 1998-B Securitization Trustee
promptly after the execution and delivery of each amendment to this 1998-B
Securitization Trust Agreement, an Opinion of Counsel either (i) stating
that, in the opinion of such Counsel, all financing statements and
continuation statements have been executed and filed that are necessary fully
to preserve and protect the interest of the 1998-B Securitization Trustee in
the 1998-B SUBI, and reciting the details of such filings or referring to
prior Opinions of Counsel in which such details are given, or (ii) stating
that, in the opinion of such Counsel, no such action is necessary to preserve
and protect such interest.

9.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.

(a) The death or incapacity of any Certificateholder shall not operate
to terminate this 1998-B Securitization Trust Agreement or the 1998-B
Securitization Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the
1998-B Securitization

Trust, nor otherwise affect the rights, obligations and liabilities of the
parties to this 1998-B Securitization Trust Agreement or any of them.

(b) No Certificateholder shall have any right to vote (except as
provided in Section 9.01) or in any manner otherwise control the operation
and management of the 1998-B Securitization Trust, or the obligations of the
parties to this 1998-B Securitization Trust Agreement, nor shall anything set
forth in this 1998-B Securitization Trust Agreement, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any
third person by reason of any action pursuant to any provision of this 1998-B
Securitization Trust Agreement.

(c) No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this 1998-B Securitization Trust Agreement to
institute any suit, action, or proceeding in equity or at law upon or under
or with respect to this 1998-B Securitization Trust Agreement or any other
Transaction Document, unless such Holder previously shall have given to the
1998-B Securitization Trustee a written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
Investor Certificates evidencing not less than 25% of the aggregate Voting
Interests of the Certificates, considered as a single Class, shall have made
written request upon the 1998-B Securitization Trustee to institute such
action, suit or proceeding in its own name as Trustee under this 1998-B
Securitization Trust Agreement and shall have offered to the 1998-B
Securitization Trustee such reasonable indemnity as it may require against
the costs, expenses, and liabilities to be incurred therein or thereby, and
the 1998-B Securitization Trustee, for 30 days after its receipt of such
notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit, or proceeding and during such 30-day period;
it being understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the 1998-B
Securitization Trustee, that no one or more Holders of Certificates shall
have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this 1998-B Securitization Trust Agreement or
any other Transaction Document to affect, disturb, or prejudice the rights of
the Holders of any other of the Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this 1998-B Securitization Trust Agreement or any other Transaction
Document, except in the manner provided in this 1998-B Securitization Trust
Agreement and for the equal, ratable, and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of
this Section, each and every Certificateholder and the 1998-B Securitization
Trustee shall be entitled to such relief as can be given either at law or in
equity.

9.04 GOVERNING LAW.

THIS 1998-B SECURITIZATION TRUST AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA
WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.

9.05 NOTICES.

With respect to the Class A Certificates, all demands, notices and
communications under this 1998-B Securitization Trust Agreement shall, for so
long as any Class A Certificates are listed on the Luxembourg Stock Exchange,
be given by publication in a leading daily newspaper of general circulation
in Luxembourg, or, if publication in Luxembourg is not practical, in Europe.
Such publication is expected to be made in the LUXEMBOURGER WORT. In
addition, with respect to the Class B Certificates and, if Class A Definitive
Certificates are issued, the Class A Certificates, such notices will be
mailed to the addresses of holders thereof at the addresses therefor as they
appear in the Corporate Register maintained by the 1998-B Securitization
Trustee prior to such mailing. Such notices will be deemed to have been given
on the date of such publication or the date of mailing or (prior to the
issuance of Definitive Certificates) on the date delivered to the Clearing
Agency pursuant to Section 4.10 above.

All demands, notices and communications under this 1998-B
Securitization Trust Agreement to the parties hereto shall be in writing,
personally delivered or mailed by certified mail, return receipt requested,
and shall be deemed to have been duly given upon receipt (i) in the case of
the Transferor, to the agent for service as specified in this 1998-B
Securitization Trust Agreement, or at such other address as shall be
designated by the Transferor in a written notice to the 1998-B Securitization
Trustee; (ii) in the case of the 1998-B Securitization Trustee, at the
Corporate Trust Office; (iii) in the case of Standard Poor's, at 00
Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Asset Backed
Surveillance Department; and (iv) in the case of Xxxxx'x, at 00 Xxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attention: ABS Monitoring Department.

Any notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this 1998-B Securitization Trust Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder shall receive such notice.

9.06 SEVERABILITY OF PROVISIONS: COUNTERPARTS.

If any one or more of the covenants, agreements, provisions or terms of
this 1998-B Securitization Trust Agreement shall be for any reason whatsoever
held invalid, then such covenants, agreements, provisions or terms shall be
deemed severable from the remaining covenants, agreements, provisions or terms
of this 1998-B Securitization Trust Agreement and shall in no way affect the
validity or enforceability of the other provisions of this 1998-B Securitization
Trust Agreement or of the Certificates or the rights of the Holders thereof.

This 1998-B Securitization Trust Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and all of which counterparts shall constitute but one and the same
instrument.

9.07 ASSIGNMENT.

Notwithstanding anything to the contrary contained in this 1998-B
Securitization Trust Agreement, except as provided in Sections 5.03 and 5.06,
this 1998-B Securitization Trust Agreement may not be assigned by the
Transferor without the prior written consent of Holders of Investor
Certificates evidencing not less than 51% of the aggregate Voting Interests
of all Classes of Certificates. The Transferor shall provide a copy of any
such assignment to each Rating Agency.

9.08 CERTIFICATES NONASSESSABLE AND FULLY PAID.

Except as provided in Section 5.02 with regard to the Transferor,
Certificateholders shall not be personally liable for obligations of the
1998-B Securitization Trust. The interests represented by the Certificates
shall be nonassessable for any losses or expenses of the 1998-B
Securitization Trust or for any reason whatsoever, and, upon the execution
and authentication thereof by the 1998-B Securitization Trustee pursuant to
Sections 4.02, 4.03 or 4.04, the Certificates are and shall be deemed fully
paid.

9.09 INVENTORY ADVANCES.

As set forth more fully in the 1998-B SUBI Servicing Supplement, the
Servicer is authorized to make an Inventory Advance if it expects to recover
the full amount thereof in connection with the liquidation of the related
1998-B Leased Vehicles. The 1998-A Securitization Trustee shall not accept
monies from the Servicer that the Servicer has identified or designated as
Inventory Advances in the related Statement to Certificateholders unless it
shall also have received the written representation of the Servicer that the
Servicer expects to recover the full amount thereof in connection with the
liquidation of the related 1998-B Leased Vehicles based on its estimation of
expected Liquidation Proceeds. In estimating the expected Liquidation
Proceeds, the Servicer shall take into account (a) the specific 1998-B Leased
Vehicles that are to be the subject of such Inventory Advance and (b) its own
recent actual experience with the liquidation of vehicles of comparable makes
and models, in each case on a basis consistent with the review and estimates
the Servicer prepares in establishing and revising its own servicing
guidelines.

ARTICLE X
AGENT FOR SERVICE

10.01 AGENT FOR SERVICE OF TRANSFEROR.

The agent for service of process for the Transferor shall be its
Corporate Treasury Manager, at 00000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxx 00000, Attention: Corporate Treasury Manager (fax: 000-000-0000).

10.02 AGENT OF TRUSTEE.

The 1998-B Securitization Trustee shall maintain an office or offices
or agency or agencies where notices and demands to or upon the 1998-B
Securitization Trustee in respect of the

Certificates and this 1998-B Securitization Trust Agreement may be served.
The initial such office shall be the Corporate Trust Office. The 1998-B
Securitization Trustee shall give prompt written notice to the Transferor,
the Servicer and Certificateholders of any change in the location of the
Certificate Register or any such office or agency. Certificates shall be
surrendered for transfer or exchange not at this office, but as set forth in
Section 4.07.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the parties have caused this 1998-B Securitization
Trust Agreement to be duly executed by their respective officers as of the
1st day of September, 1998.

TOYOTA LEASING, INC.
as Transferor

By: /s/ XXXXXXX XXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxx
Title: President

U.S. BANK NATIONAL ASSOCIATION,
as 1998-B Securitization Trustee and as
Securities Intermediary

By: /s/ XXXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President

EXHIBIT A-1

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TOYOTA AUTO LEASE TRUST 1998-B
5.35% AUTO LEASE ASSET BACKED CERTIFICATE, CLASS A-1

Evidencing a percentage interest in the distributions allocable to the
Class A-1 Certificates, as defined below.

This Certificate does not represent an obligation of, or an interest
in, Toyota Leasing, Inc., Toyota Motor Credit Corporation, the Titling
Trustee, the 1998-B Securitization Trustee or any of their respective
affiliates.

Initial Class A-1 Certificate Balance: CUSIP #892317 AF5
$335,000,000

Number A-1-1 Denomination: $[ ]

THIS CERTIFIES THAT CEDE & CO. is the registered owner of a ______________
_________________________ DOLLARS ($____________) nonassessable, fully-paid,
fractional undivided interest in the Toyota Auto Lease Trust 1998-B (the "1998-B
Securitization Trust") formed by Toyota Leasing, Inc., a California corporation,
as Transferor (the "Transferor"). The 1998-B Securitization Trust was created
pursuant to a 1998-B Securitization Trust Agreement dated as of September 1,
1998 (the "Agreement"), between the Transferor and U.S. Bank National
Association, a national banking association, as trustee (the "1998-B
Securitization Trustee"). A summary of certain of the pertinent provisions of
the Agreement is set forth below. To the extent not otherwise defined herein,
the capitalized terms used herein have the meanings assigned to them in the
Agreement.

This Certificate is one of the duly authorized Certificates issued under
the Agreement and designated as "Toyota Auto Lease Trust 1998-B 5.35% Auto Lease
Asset Backed Certificates, Class A-1" (the "Class A-1 Certificates"). Also
issued under the Agreement are Certificates

A-1-1

designated as "Toyota Auto Lease Trust 1998-B 5.45% Auto Lease Asset Backed
Certificates, Class A-2" (the "Class A-2 Certificates"), Certificates
designated as "Toyota Auto Lease Trust 1998-B 5.50% 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"), Certificates designated as "Toyota Auto Lease Trust 1998-B
6.55 % Auto Lease Asset Backed Certificates, Class B" (the "Class B
Certificates" and, together with the Class A Certificates, the "Investor
Certificates") and a Certificate evidencing the Transferor Interest (the
"Transferor Certificate" and, together with the Investor Certificates, the
"Certificates"). The Class B Certificates are subordinated to the Class A
Certificates and the Transferor Certificate is subordinated to the Investor
Certificates to the extent described in the Agreement. This Class A-1
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class A-1
Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

The property of the 1998-B Securitization Trust includes, among other
things, the 1998-B SUBI Certificate evidencing beneficial interests in the
assets of the 1998-B SUBI other than the proceeds of the Residual Value
Insurance Policies. The 1998-B SUBI represents a beneficial interest in a
pool of retail automobile and light duty truck lease contracts ("Contracts")
and the new and used automobiles and light duty trucks leased thereby
("Leased Vehicles") (such pool of Contracts and Leased Vehicles, the "1998-B
SUBI Portfolio") entered into by various automobile and light duty truck
dealers pursuant to contractual arrangements with the Titling Trust. Toyota
Motor Credit Corporation acts as servicer (in that capacity, the "Servicer")
of the 1998-B SUBI Portfolio. During the Revolving Period, Principal
Collections and amounts applied to reimburse Loss Amounts and Certificate
Principal Loss Amounts allocable to the assets of the 1998-B SUBI represented
by the 1998-B SUBI Certificate generally will be reinvested in Subsequent
Contracts and Subsequent Leased Vehicles from among other unallocated
Contracts and Leased Vehicles owned by the Titling Trust. At the time of
reinvestment, such Subsequent Contracts and Subsequent Leased Vehicles will
be allocated to the 1998-B SUBI. Following the Revolving Period, Principal
Collections allocable to the assets of the 1998-B SUBI will be deposited in
the Certificateholders' Account and invested in Permitted Investments (which
are expected to be TMCC Demand Notes) maturing prior to the relevant Targeted
Maturity Date.

Payments in respect of the 1998-B SUBI Certificate will be allocated
between the Investor Certificates and the Transferor Certificate and paid to
the registered Holder of this Certificate as provided in the Agreement.

A-1-2

payments will be made in respect of the Class B Certificates until the Class
A-3 Certificates have been paid in full. Except as otherwise provided in the
Agreement, the principal of the Class A-1 Certificates shall be distributable
on the A-1 Targeted Maturity Date which shall be October 25, 2000 (or if such
day is not a Business Day, on the next succeeding Business Day) and
thereafter, if applicable, monthly on each succeeding Certificate Payment
Date until the Adjusted Class A-1 Certificate Balance has been reduced to
zero. In any event, any remaining unpaid principal of any Class A-1
Certificate shall be due and payable on July 25, 2002 (or if such day is not
a Business Day, on the next succeeding Business Day).

On each Certificate Payment Date, the 1998-B Securitization Trustee
shall pay or cause to be paid to the Person in whose name this Class A-1
Certificate is registered at the close of business on the calendar day
immediately preceding such Certificate Payment Date or, if Definitive
Certificates have been issued, the last Business Day of the immediately
preceding calendar month (the "Record Date"), amounts distributable as
interest on the Class A-1 Certificates pursuant to the terms of the
Agreement, all to the extent and as more specifically set forth in the
Agreement. Payments of principal may be made earlier under certain
circumstances (in connection with the exercise of the Transferor of its right
to purchase the SUBI, described below, or the liquidation of the 1998-B SUBI
following a Liquidation Event) or later (depending on payment, delinquency
and loss experience). Distributions on this Class A-1 Certificate will be
made by the 1998-B Securitization Trustee by check mailed to the Class A-1
Certificateholder of record in the Certificate Register without the
presentation or surrender of this Class A-1 Certificate or the making of any
notation hereon except that with respect to Class A-1 Certificates registered
in the name of Cede & Co., the nominee for The Depository Trust Company,
distributions will be made by wire transfer of immediately available funds.
Except as otherwise provided in the Agreement and notwithstanding the
foregoing, the final distribution on this Class A-1 Certificate will be made
after due notice by the 1998-B Securitization Trustee of the pendency of such
distribution and only upon presentation and surrender of this Class A-1
Certificate at the Corporate Trust Office of the 1998-B Securitization
Trustee or at the offices of Bankers Trust Luxembourg S.A. (initially at 00
Xxxxxxxxx X.X. Xxxxxxxxx, X-000 Xxxxxxxxxx).

It is the intention of the Transferor and the Investor
Certificateholders that the Investor Certificates will be indebtedness for
federal, state and local income and franchise tax purposes and for purposes
of any other tax imposed on or measured by income. The Transferor, the 1998-B
Securitization Trustee and the Holder of this Certificate (or Certificate
Owner) by acceptance of this Certificate (or, in the case of a Certificate
Owner, by virtue of such Certificate Owner's acquisition of a beneficial
interest herein) agree to treat the Investor Certificates (or beneficial
interests therein), for purposes of federal, state and local income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness and to report the transactions contemplated by the Agreement on
all applicable tax returns in a manner consistent with such treatment. Each
Holder of an Investor Certificate also agrees that it will not be entitled to
any of the tax benefits related to the 1998-B Contracts and 1998-B Leased
Vehicles, including any of the depreciation deductions resulting therefrom.

A-1-3

In the event that, notwithstanding the statement of intentions and
undertakings set forth in Section 4.12(a) of the Agreement and herein, it is
finally determined that the Class A-1 Certificates do not evidence
indebtedness of the Transferor for all income and franchise tax purposes, but
rather represent an equity interest in the assets of the 1998-B
Securitization Trust, then the Holder is deemed to agree (and each
Certificate Owner hereof with respect hereto by virtue of acquiring a
beneficial interest herein is deemed to agree): (i) to treat such
Certificates, together with the Transferor Certificate, as representing an
interest in a partnership for all tax purposes, (ii) to treat all payments in
respect of such Certificates (to the extent not a return of capital) as a
"guaranteed payment" thereon made pursuant to Section 707(c) of the Code, and
(iii) to allocate all other items of income, gain, deduction, loss or credit
with respect to the assets and operations of the 1998-B Securitization Trust
to the Transferor.

The Certificates do not represent an obligation of, or an interest in,
the Transferor, the Servicer, the Titling Trust, the Titling Trustee, the
1998-B Securitization Trustee or any of their respective Affiliates. The
Certificates are limited in right of payment to certain collections and
recoveries respecting the 1998-B SUBI Assets evidenced by the 1998-B SUBI
Certificate and certain monies on deposit in the Reserve Fund and in certain
other accounts established for the benefit of the Certificateholders, in each
case to the extent and as more specifically set forth in the Agreement. By
accepting this Certificate, the Holder hereof (and each Certificate Owner
with respect hereto, by virtue of such Certificate Owner's acquisition of a
beneficial interest herein) waives any claim to any proceeds or assets of the
Titling Trustee and to all of the Titling Trust Assets other than those from
time to time included in the 1998-B SUBI Sub-Trust (except for those
evidenced by the 1998-B SUBI Insurance Certificate) and those proceeds or
assets derived from or earned by such 1998-B SUBI Assets (except for those
evidenced by the 1998-B SUBI Insurance Certificate and the proceeds
therefrom). A copy of the Agreement may be examined during normal business
hours at the Corporate Trust Office of the 1998-B Securitization Trustee, at
the offices of Bankers Trust Luxembourg S.A. (initially at 00 Xxxxxxxxx X.X.
Xxxxxxxxx, X-000 Xxxxxxxxxx) and at such other places, if any, designated by
the 1998-B Securitization Trustee, by any Certificateholder upon request.

The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement
at any time by the Transferor and the 1998-B Securitization Trustee without
the consent of any Certificateholders. In certain limited circumstances, the
Agreement may only be amended with the consent of the Holders of Investor
Certificates evidencing not less than 51% of the aggregate Voting Interest of
all Investor Certificates, voting together as a single class. To be entitled
to vote in respect of an interest in the Class A-1 Certificates, a person
shall be a holder of record of such Class A-1 Certificates as shown on the
books of the Certificate Registrar on the last day of the preceding month, or
a person appointed by such holder by an instrument in writing. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and on all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.

A-1-4

As provided in the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of the same
Class, in authorized denominations of a like aggregate principal amount, as
requested by the Holder surrendering the same or for register of transfer at
the Corporate Trust Office of the 1998-B Securitization Trustee in its
capacity as Certificate Registrar, or at the office of the agent of the
1998-B Securitization Trustee in its capacity as Certificate Registrar, who
shall initially be U.S. Bank National Association, 000 Xxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the Borough of Manhattan, the City of New
York, and, with respect to the Definitive Certificates only, a transfer agent
appointed in Luxembourg, or at the appropriate office of any successor
Certificate Registrar, accompanied by a written instrument of transfer in
form satisfactory to the 1998-B Securitization Trustee and the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Class A-1 Certificates
of authorized denominations and of a like aggregate fractional undivided
interest will be issued to the designated transferee. No service charge will
be made for any such registration of transfer or exchange, but the 1998-B
Securitization Trustee may require payment of a sum sufficient to cover any
tax or governmental charges payable in connection therewith.

The Class A-1 Certificates are issuable only as registered Certificates
without coupons in denominations of $1,000 and integral multiples thereof
(except for one Class A-1 Certificate in a smaller minimum denomination
representing any remaining portion of the Initial Class A-1 Certificate
Balance).

Prior to due presentation of this Certificate for registration of
transfer, the 1998-B Securitization Trustee, the Certificate Registrar and
any of their respective agents may treat the Person in whose name this Class
A-1 Certificate is registered as the owner hereof for the purpose of
receiving distributions and for all other purposes, and neither the 1998-B
Securitization Trustee, the Certificate Registrar nor any such agent shall be
affected by any notice to the contrary.

The obligations and responsibilities created by the Agreement and the
1998-B Securitization Trust created thereby shall terminate upon the payment
to Investor Certificateholders of all amounts required to be paid to them
pursuant to the Agreement and the disposition of all property held as part of
the 1998-B Securitization Trust. The Transferor may at its option purchase
the corpus of the 1998-B Securitization Trust at a price specified in the
Agreement, and such purchase of the 1998-B SUBI and 1998-B SUBI Certificate
and other property of the 1998-B Securitization Trust will effect early
retirement of the Certificates; PROVIDED, HOWEVER, such right of purchase is
exercisable only on the Monthly Allocation Date on or after the Class A-3
Targeted Maturity Date, if either before or after giving effect to any
payments of principal required to be made on such Monthly Allocation Date,
the Investor Balance shall be less than or equal to $109,993,704.53 (ten
percent of the Aggregate Net Investment Value as of the Cutoff Date).

By accepting this Certificate, the Holder hereof (and each Certificate
Owner with respect hereto, by virtue of acquiring a beneficial interest
herein) covenants and agrees (and each Certificate Owner is deemed to agree)
that prior to the date which is one year and one day after the last date upon
which (a) each Class of Investor Certificates has been paid in full, and (b)
all

A-1-5

obligations due under any other Securitized Financing have been paid in full,
the Holder (or Certificate Owner) will not institute against, or join any
other Person in instituting against the Transferor, Toyota Motor Credit
Corporation, the 1998-B Securitization Trustee, the 1998-B Securitization
Trust, the Titling Trustee or the Titling Trust any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding or other
proceedings under any federal or state bankruptcy or similar law. The
foregoing shall not limit the Holder's (or any Certificate Owner's) right to
file any claim in or otherwise take actions with respect to any such
proceeding instituted by any Person not under such a constraint. This
noncompetition covenant shall survive the termination of the Agreement.

Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the 1998-B Securitization Trustee, by manual
signature, this Class A-1 Certificate shall not entitle the Holder hereof to
any benefit under the Agreement or be valid for any purpose.

A-1-6

IN WITNESS WHEREOF, the 1998-B Securitization Trustee on behalf of the
1998-B Securitization Trust and not in its individual capacity has caused this
Class A-1 Certificate to be duly executed.

Dated: September 29, 1998

TOYOTA AUTO LEASE TRUST 1998-B

By: U.S. BANK NATIONAL ASSOCIATION,
as 1998-B Securitization Trustee

By:
-------------------------------------------------
Authorized Officer

Certificate of Authentication

This is one of the Class A-1 Certificates referred to in the
within-mentioned Agreement.

U.S. BANK NATIONAL ASSOCIATION, as
1998-B Securitization Trustee

By:
-------------------------------------------------
Authorized Officer

A-1-7

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, of
assignee)

--------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

--------------------------------------------------------------------------------
Attorney to transfer said Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.

Dated:
------------------------------------------------ *
Signature Guaranteed:

------------------------------------------------ *

* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Certificate Registrar, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.

X-0-0

XXXXXXX X-0

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TOYOTA AUTO LEASE TRUST 1998-B
5.45% AUTO LEASE ASSET BACKED CERTIFICATE, CLASS A-2

Evidencing a percentage interest in the distributions allocable to the
Class A-2 Certificates, as defined below.

Initial Class A-2 Certificate Balance:
$575,000,000 CUSIP #892317 AG3

Number A-2-1 Denomination: $[ ]

THIS CERTIFIES THAT CEDE & CO. IS the registered owner of a ______________
______________________________ DOLLARS ($_________) nonassessable, fully-paid,
fractional undivided interest in the Toyota Auto Lease Trust 1998-B (the "1998-B
Securitization Trust") formed by Toyota Leasing, Inc., a California corporation,
as Transferor (the "Transferor"). The 1998-B Securitization Trust was created
pursuant to a 1998-B Securitization Trust Agreement dated as of September 1,
1998 (the "Agreement"), between the Transferor and U.S. Bank National
Association, a national banking association, as trustee (the "1998-B
Securitization Trustee"). A summary of certain of the pertinent provisions of
the Agreement is set forth below. To the extent not otherwise defined herein,
the capitalized terms used herein have the meanings assigned to them in the
Agreement.

This Certificate is one of the duly authorized Certificates issued under
the Agreement and designated as "Toyota Auto Lease Trust 1998-B 5.45% Auto Lease
Asset Backed Certificates, Class A-2" (the "Class A-2 Certificates"). Also
issued under the Agreement are Certificates

A-2-1

designated as "Toyota Auto Lease Trust 1998-B 5.35% Auto Lease Asset Backed
Certificates, Class A-1" (the "Class A-1 Certificates"), Certificates
designated as "Toyota Auto Lease Trust 1998-B 5.50% 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"), Certificates designated as "Toyota Auto Lease Trust 1998-B
6.55% Auto Lease Asset Backed Certificates, Class B" (the "Class B
Certificates" and, together with the Class A Certificates, the "Investor
Certificates") and a Certificate evidencing the Transferor Interest (the
"Transferor Certificate" and, together with the Investor Certificates, the
"Certificates"). The Class B Certificates are subordinated to the Class A
Certificates and the Transferor Certificate is subordinated to the Investor
Certificates to the extent described in the Agreement. This Class A-2
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class A-2
Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

A-2-2

payments shall be made in respect of the Class B Certificates until
the Class A-3 Certificates have been paid in full. Except as otherwise
provided in the Agreement, the principal of the Class A-2 Certificates shall
be distributable on the Class A-2 Targeted Maturity Date which shall be
September 25, 2001 (or if such day is not a Business Day, on the next
succeeding Business Day) and thereafter, if applicable, monthly on each
succeeding Certificate Payment Date until the Adjusted Class A-2 Certificate
Balance has been reduced to zero. In any event, any remaining unpaid
principal of any Class A-2 Certificate shall be due and payable on March 25,
2003 (or if such day is not a Business Day, on the next succeeding Business
Day).

On each Certificate Payment Date, the 1998-B Securitization Trustee
shall pay or cause to be paid to the Person in whose name this Class A-2
Certificate is registered at the close of business on the calendar day
immediately preceding such Certificate Payment Date or, if Definitive
Certificates have been issued, the last Business Day of the immediately
preceding calendar month (the "Record Date"), amounts distributable as
interest on the Class A-2 Certificates pursuant to the terms of the
Agreement, all to the extent and as more specifically set forth in the
Agreement. Payments of principal may be made earlier under certain
circumstances (in connection with the exercise of the Transferor of its right
to purchase the 1998-B SUBI, described below, or the liquidation of the SUBI
following a Liquidation Event) or later (depending on payment, delinquency
and loss experience). Distributions on this Class A-2 Certificate will be
made by the 1998-B Securitization Trustee by check mailed to the Class A-2
Certificateholder of record in the Certificate Register without the
presentation or surrender of this Class A-2 Certificate or the making of any
notation hereon except that with respect to Class A-2 Certificates registered
in the name of Cede & Co., the nominee for The Depository Trust Company,
distributions will be made by wire transfer of immediately available funds.
Except as otherwise provided in the Agreement and notwithstanding the
foregoing, the final distribution on this Class A-2 Certificate will be made
after due notice by the 1998-B Securitization Trustee of the pendency of such
distribution and only upon presentation and surrender of this Class A-2
Certificate at the Corporate Trust Office of the 1998-B Securitization
Trustee or at the offices of Bankers Trust Luxembourg S.A. (initially at 00
Xxxxxxxxx X.X. Xxxxxxxxx, X-000 Xxxxxxxxxx).

It is the intention of the Transferor and the Investor
Certificateholders that the Investor Certificates will be indebtedness for
federal, state and local income and franchise tax purposes and for purposes
of any other tax imposed on or measured by income. The Transferor, the 1998-B
Securitization Trustee and the Holder of this Certificate (or Certificate
Owner) by acceptance of this Certificate (or, in the case of a Certificate
Owner, by virtue of such Certificate Owner's acquisition of a beneficial
interest herein) agree to treat the Investor Certificates (or beneficial
interest therein), for purposes of federal, state and local income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness of the Transferor and to report the transactions contemplated by
the Agreement on all applicable tax returns in a manner consistent with such
treatment. Each Holder of an Investor Certificate also agrees that it will
not be entitled to any of the tax benefits related to the 1998-B Contracts
and 1998-B Leased Vehicles, including any of the depreciation deductions
resulting therefrom.

A-2-3

In the event that, notwithstanding the statement of intentions and
undertakings set forth in Section 4.12(a) of the Agreement and herein, it is
finally determined that the Class A-2 Certificates do not evidence
indebtedness of the Transferor for all income and franchise tax purposes, but
rather represent an equity interest in the assets of the 1998-B
Securitization Trust, then the Holder is deemed to agree (and each
Certificate Owner hereof with respect hereto by virtue of acquiring a
beneficial interest herein is deemed to agree): (i) to treat such
Certificates, together with the Transferor Certificate, as representing an
interest in a partnership for all tax purposes, (ii) to treat all payments in
respect of such Certificates (to the extent not a return of capital) as a
"guaranteed payment" thereon made pursuant to Section 707(c) of the Code, and
(iii) to allocate all other items of income, gain, deduction, loss or credit
with respect to the assets and operations of the 1998-B Securitization Trust
to the Transferor.

The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement
at any time by the Transferor and the 1998-B Securitization Trustee without
the consent of any Certificateholders. In certain limited circumstances, the
Agreement may only be amended with the consent of the Holders of Investor
Certificates evidencing not less than 51% of the aggregate Voting Interest of
all Investor Certificates, voting together as a single class. To be entitled
to vote in respect of an interest in the Class A-2 Certificates, a person
shall be a holder of record of such Class A-2 Certificates as shown on the
books of the Certificate Registrar on the last day of the preceding month, or
a person appointed by such holder by an instrument in writing. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and on all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.

A-2-4

As provided in the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of the same
Class, in authorized denominations of a like aggregate principal amount, as
requested by the Holder surrendering the same or for register of transfer at
the Corporate Trust Office of the 1998-B Securitization Trustee in its
capacity as Certificate Registrar, or at the office of the agent of the
1998-B Securitization Trustee in its capacity as Certificate Registrar, U.S.
Bank National Association, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, in the Borough of Manhattan, the City of New York, and, with respect
to the Definitive Certificates only, a transfer agent appointed in
Luxembourg, or at the appropriate office of any successor Certificate
Registrar, accompanied by a written instrument of transfer in form
satisfactory to the 1998-B Securitization Trustee and the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Class A-2 Certificates
of authorized denominations and of a like aggregate fractional undivided
interest will be issued to the designated transferee. No service charge will
be made for any such registration of transfer or exchange, but the 1998-B
Securitization Trustee may require payment of a sum sufficient to cover any
tax or governmental charges payable in connection therewith.

The Class A-2 Certificates are issuable only as registered Certificates
without coupons in denominations of $1,000 and integral multiples thereof
(except for one Class A-2 Certificate in a smaller minimum denomination
representing any remaining portion of the Initial Class A-2 Certificate
Balance).

Prior to due presentation of this Certificate for registration of
transfer, the 1998-B Securitization Trustee, the Certificate Registrar and
any of their respective agents may treat the Person in whose name this Class
A-2 Certificate is registered as the owner hereof for the purpose of
receiving distributions and for all other purposes, and neither the 1998-B
Securitization Trustee, the Certificate Registrar nor any such agent shall be
affected by any notice to the contrary.

The obligations and responsibilities created by the Agreement and the
1998-B Securitization Trust created thereby shall terminate upon the payment
to Investor Certificateholders of all amounts required to be paid to them
pursuant to the Agreement and the disposition of all property held as part of
the 1998-B Securitization Trust. The Transferor may at its option purchase
the corpus of the 1998-B Securitization Trust at a price specified in the
Agreement, and such purchase of the 1998-B SUBI and 1998-B SUBI Certificate
and other property of the 1998-B Securitization Trust will effect early
retirement of the Certificates; PROVIDED, HOWEVER, such right of purchase is
exercisable only on the Monthly Allocation Date on or after the Class A-3
Targeted Maturity Date, if either before or after giving effect to any
payments of principal required to be made on such Monthly Allocation Date,
the Investor Balance shall be less than or equal to $109,993,104.53 (ten
percent of the Aggregate Net Investment Value as of the Cutoff Date).

By accepting this Certificate, the Holder hereof (and each Certificate
Owner with respect hereto, by virtue of acquiring a beneficial interest herein)
covenants and agrees (and each Certificate Owner is deemed to agree) that prior
to the date which is one year and one day after the last date upon which (a)
each Class of Investor Certificates has been paid in full, and (b) all

A-2-5

obligations due under any other Securitized Financing have been paid in full,
the Holder and/or Certificate Owner will not institute against, or join any
other Person in instituting against the Transferor, Toyota Motor Credit
Corporation, the 1998-B Securitization Trustee, the 1988-B Securitization Trust,
the Titling Trustee or the Titling Trust any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding or other proceedings under any
federal or state bankruptcy or similar law. The foregoing shall not limit the
Holder's and/or Certificate Owner's right to file any claim in or otherwise take
actions with respect to any such proceeding instituted by any Person not under
such a constraint. This non-petition covenant shall survive the termination of
the Agreement.

Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the 1998-B Securitization Trustee, by manual signature,
this Class A-2 Certificate shall not entitle the Holder hereof to any benefit
under the Agreement or be valid for any purpose.

A-2-6

IN WITNESS WHEREOF, the 1998-B Securitization Trustee on behalf of the
1998-B Securitization Trust and not in its individual capacity has caused this
Class A-2 Certificate to be duly executed.

Dated: September 29, 1998

TOYOTA AUTO LEASE TRUST 1998-B

By: U.S. BANK NATIONAL ASSOCIATION, as 1998-B
Securitization Trustee

By:
--------------------------------------------------
Authorized Officer

Certificate of Authentication

This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.

U.S. BANK NATIONAL ASSOCIATION, as
1998-B Securitization Trustee

By:
--------------------------------------------------
Authorized Officer

A-2-7

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, of
assignee)

--------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

Dated:

------------------------------------------------ *
Signature Guaranteed:

------------------------------------------------ *

X-0-0

XXXXXXX X-0

TOYOTA AUTO LEASE TRUST 1998-B
5.50% AUTO LEASE ASSET BACKED CERTIFICATE, CLASS A-3

Evidencing a percentage interest in the distributions allocable to the
Class A-3 Certificates, as defined below.

Initial Class A-3 Certificate Balance: CUSIP #892317 AH1
$96,400,000

Number A-3-1 Denomination: $[ ]

THIS CERTIFIES THAT CEDE & CO. IS the registered owner of a _______________
_________________________________ DOLLARS ($_____________) nonassessable,
fully-paid, fractional undivided interest in the Toyota Auto Lease Trust 1998-B
(the "1998-B Securitization Trust") formed by Toyota Leasing, Inc., a California
corporation, as Transferor (the "Transferor"). The 1998-B Securitization Trust
was created pursuant to a 1998-B Securitization Trust Agreement dated as of
September 1, 1998 (the "Agreement"), between the Transferor and U.S. Bank
National Association, a national banking association, as trustee (the "1998-B
Securitization Trustee"). A summary of certain of the pertinent provisions of
the Agreement is set forth below. To the extent not otherwise defined herein,
the capitalized terms used herein have the meanings assigned to them in the
Agreement.

This Certificate is one of the duly authorized Certificates issued under
the Agreement and designated as "Toyota Auto Lease Trust 1998-B 5.50% Auto Lease
Asset Backed Certificates, Class A-3" (the "Class A-3 Certificates"). Also
issued under the Agreement are Certificates

A-3-1

designated as "Toyota Auto Lease Trust 1998-B 5.35% Auto Lease Asset Backed
Certificates, Class A-1" (the "Class A-1 Certificates"), Certificates
designated as "Toyota Auto Lease Trust 1998-B 5.45% Auto Lease Asset Backed
Certificates, Class A-2" (the "Class A-2 Certificates" and, together with the
Class A-1 Certificates and the Class A-3 Certificates, the "Class A
Certificates"), Certificates designated as "Toyota Auto Lease Trust 1998-B
6.55% Auto Lease Asset Backed Certificates, Class B" (the "Class B
Certificates" and, together with the Class A Certificates, the "Investor
Certificates") and a Certificate evidencing the Transferor Interest (the
"Transferor Certificate" and, together with the Investor Certificates, the
"Certificates"). The Class B Certificates are subordinated to the Class A
Certificates and the Transferor Certificate is subordinated to the Investor
Certificates to the extent described in the Agreement. This Class A-3
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class A-3
Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

A-3-2

principal payments shall be made in respect of the Class B Certificates until
the Class A-3 Certificates have been paid in full. Except as otherwise
provided in the Agreement, the principal of the Class A-3 Certificates shall
be distributable on the Class A-3 Targeted Maturity Date which shall be
February 25, 2002 (or if such day is not a Business Day, on the next
succeeding Business Day) and thereafter, if applicable, monthly on each
succeeding Certificate Payment Date until the Adjusted Class A-3 Certificate
Balance has been reduced to zero. In any event, any remaining unpaid
principal of any Class A-3 Certificate shall be due and payable on December
25, 2003 (or if such day is not a Business Day, on the next succeeding
Business Day).

On each Certificate Payment Date, the 1998-B Securitization Trustee
shall pay or cause to be paid to the Person in whose name this Class A-3
Certificate is registered at the close of business on the calendar day
immediately preceding such Certificate Payment Date or, if Definitive
Certificates have been issued, the last Business Day of the immediately
preceding calendar month (the "Record Date"), amounts distributable as
interest on the Class A-3 Certificates pursuant to the terms of the
Agreement, all to the extent and as more specifically set forth in the
Agreement. Payments of principal hereof may be made earlier under certain
circumstances (in connection with the exercise of the Transferor of its right
to purchase the 1998-B SUBI, described below, or the liquidation of the SUBI
following a Liquidation Event) or later (depending on payment, delinquency
and loss experience). Distributions on this Class A-3 Certificate will be
made by the 1998-B Securitization Trustee by check mailed to the Class A-3
Certificateholder of record in the Certificate Register without the
presentation or surrender of this Class A-3 Certificate or the making of any
notation hereon except that with respect to Class A-3 Certificates registered
in the name of Cede & Co., the nominee for The Depository Trust Company,
distributions will be made by wire transfer of immediately available funds.
Except as otherwise provided in the Agreement and notwithstanding the
foregoing, the final distribution on this Class A-3 Certificate will be made
after due notice by the 1998-B Securitization Trustee of the pendency of such
distribution and only upon presentation and surrender of this Class A-3
Certificate at the Corporate Trust Office of the 1998-B Securitization
Trustee or at the offices of Bankers Trust Luxembourg S.A. (initially at 00
Xxxxxxxxx X.X. Xxxxxxxxx, X-000 Xxxxxxxxxx).

It is the intention of the Transferor and the Investor
Certificateholders that the Investor Certificates will be indebtedness for
federal, state and local income and franchise tax purposes and for purposes
of any other tax imposed on or measured by income. The Transferor, the 1998-B
Securitization Trustee and the Holder of this Certificate (or Certificate
Owner) by acceptance of this Certificate (or, in the case of a Certificate
Owner, by virtue of such Certificate Owner's acquisition of a beneficial
interest herein) agree to treat the Investor Certificates (or beneficial
interest therein), for purposes of federal, state and local income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness of the Transferor and to report the transactions contemplated by
the Agreement on all applicable tax returns in a manner consistent with such
treatment. Each Holder of an Investor Certificate also agrees that it will
not be entitled to any of the tax benefits related to the 1998-B Contracts
and 1998-B Leased Vehicles, including any of the depreciation deductions
resulting therefrom.

A-3-3

In the event that, notwithstanding the statement of intentions and
undertakings set forth in Section 4.12(a) of the Agreement and herein, it is
finally determined that the Class A-3 Certificates do not evidence
indebtedness of the Transferor for all income and franchise tax purposes, but
rather represent an equity interest in the assets of the 1998-B
Securitization Trust, then the Holder is deemed to agree (and each
Certificate Owner hereof with respect hereto by virtue of acquiring a
beneficial interest herein is deemed to agree): (i) to treat such
Certificates, together with the Transferor Certificate, as representing an
interest in a partnership for all tax purposes, (ii) to treat all payments in
respect of such Certificates (to the extent not a return of capital) as a
"guaranteed payment" thereon made pursuant to Section 707(c) of the Code, and
(iii) to allocate all other items of income, gain, deduction, loss or credit
with respect to the assets and operations of the 1998-B Securitization Trust
to the Transferor.

The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement
at any time by the Transferor and the 1998-B Securitization Trustee without
the consent of any Certificateholders. In certain limited circumstances, the
Agreement may only be amended with the consent of the Holders of Investor
Certificates evidencing not less than 51% of the aggregate Voting Interest of
all Investor Certificates, voting together as a single class. To be entitled
to vote in respect of an interest in the Class A-3 Certificates, a person
shall be a holder of record of such Class A-3 Certificates as shown on the
books of the Certificate Registrar on the last day of the preceding month, or
a person appointed by such holder by an instrument in writing. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and on all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.

A-3-4

As provided in the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of the same
Class, in authorized denominations of a like aggregate principal amount, as
requested by the Holder surrendering the same or for register of transfer in
the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office of the 1998-B Securitization
Trustee in its capacity as Certificate Registrar, or at the office of the
agent of the 1998-B Securitization Trustee in its capacity as Certificate
Registrar, who shall initially be U.S. Bank National Association, 000 Xxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the Borough of Manhattan,
the City of New York, and with respect to the Definitive Certificates only, a
transfer agent appointed in Luxembourg, or at the appropriate office of any
successor Certificate Registrar, accompanied by a written instrument of
transfer in form satisfactory to the 1998-B Securitization Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Class A-3
Certificates of authorized denominations and of a like aggregate fractional
undivided interest will be issued to the designated transferee. No service
charge will be made for any such registration of transfer or exchange, but
the 1998-B Securitization Trustee may require payment of a sum sufficient to
cover any tax or governmental charges payable in connection therewith.

The Class A-3 Certificates are issuable only as registered Certificates
without coupons in denominations of $1,000 and integral multiples thereof
(except for one Class A-3 Certificate in a smaller minimum denomination
representing any remaining portion of the Initial Class A-3 Certificate
Balance).

Prior to due presentation of this Certificate for registration of
transfer, the 1998-B Securitization Trustee, the Certificate Registrar and
any of their respective agents may treat the Person in whose name this Class
A-3 Certificate is registered as the owner hereof for the purpose of
receiving distributions and for all other purposes, and neither the 1998-B
Securitization Trustee, the Certificate Registrar nor any such agent shall be
affected by any notice to the contrary.

By accepting this Certificate, the Holder hereof (and each Certificate
Owner with respect hereto, by virtue of acquiring a beneficial interest herein)
covenants and agrees (and each Certificate Owner is deemed to agree) that prior
to the date which is one year and one day after the

A-3-5

last date upon which (a) each Class of Investor Certificates has been paid in
full, and (b) all obligations due under any other Securitized Financing have
been paid in full, the Holder and/or Certificate Owner will not institute
against, or join any other Person in instituting against the Transferor,
Toyota Motor Credit Corporation, the 1998-B Securitization Trustee, the
1998-B Securitization Trust, the Titling Trustee or the Titling Trust any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
or other proceedings under any federal or state bankruptcy or similar law.
The foregoing shall not limit the Holder's and/or any Certificate Owner's
right to file any claim in or otherwise take actions with respect to any such
proceeding instituted by any Person not under such a constraint. This
noncompetition covenant shall survive the termination of the Agreement.

Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the 1998-B Securitization Trustee, by manual signature,
this Class A-3 Certificate shall not entitle the Holder hereof to any benefit
under the Agreement or be valid for any purpose.

A-3-6

IN WITNESS WHEREOF, the 1998-B Securitization Trustee on behalf of the
1998-B Securitization Trust and not in its individual capacity has caused this
Class A-3 Certificate to be duly executed.

Dated: September 29, 1998

TOYOTA AUTO LEASE TRUST 1998-B

By: U.S. BANK NATIONAL ASSOCIATION, as
1998-B Securitization Trustee

By:
---------------------------------------------------
Authorized Officer

Certificate of Authentication

This is one of the Class A-3 Certificates referred to in the
within-mentioned Agreement.

U.S. BANK NATIONAL ASSOCIATION, as
1998-B Securitization Trustee

By:
---------------------------------------------------
Authorized Officer

A-3-7

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, of
assignee)

--------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

Dated:

------------------------------------------------ *
Signature Guaranteed:

------------------------------------------------ *

A-3-8

EXHIBIT B

THIS CLASS B CERTIFICATE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION
IN RELIANCE ON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND SUCH STATE OR
FOREIGN SECURITIES LAWS. THE CLASS B CERTIFICATES ARE ELIGIBLE FOR PURCHASE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT. NO RESALE OR OTHER TRANSFER
OF THIS CERTIFICATE SHALL BE MADE UNLESS SUCH RESALE OR TRANSFER (A) IS MADE
IN ACCORDANCE WITH SECTION 4.03 OF THE AGREEMENT REFERRED TO HEREIN AND (B)
IS MADE (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (ii) IN A TRANSACTION (OTHER THAN A TRANSACTION IN CLAUSE
(iv) BELOW) EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS, (iii) TO TOYOTA LEASING
INC. (THE "TRANSFEROR") OR (iv) TO A PERSON WHO THE TRANSFEROR OF THIS CLASS
B CERTIFICATE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT THAT IS AWARE THAT THE
RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" UNDER RULE 501(a)(1),(2),(3) OR (7) UNDER
THE SECURITIES ACT. IN THE EVENT THAT THE TRANSFER OF A CLASS B CERTIFICATE
IS TO BE MADE AS DESCRIBED IN CLAUSE (ii) OF THE PRECEDING SENTENCE, THE
PROSPECTIVE INVESTOR IS REQUIRED TO DELIVER AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE 1998-B SECURITIZATION TRUSTEE AND THE
TRANSFEROR TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS.
THE PROSPECTIVE TRANSFEREE IN A TRANSFER OF A CLASS B CERTIFICATE TO BE MADE
AS DESCRIBED IN CLAUSE (iv) ABOVE MUST DELIVER TO THE 1998-B SECURITIZATION
TRUSTEE A REPRESENTATION LETTER REQUIRED BY SECTION 4.03 OF THE AGREEMENT
REFERRED TO HEREIN. PROSPECTIVE PURCHASERS OF THE CLASS B CERTIFICATES ARE
HEREBY NOTIFIED THAT THE SELLER OF ANY CLASS B CERTIFICATES MAY BE RELYING ON
THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE ACT
PROVIDED BY RULE 144A UNDER THE ACT.

THIS CLASS B CERTIFICATE OR A BENEFICIAL INTEREST HEREIN MAY NOT BE
TRANSFERRED UNLESS THE 1998-B SECURITIZATION TRUSTEE HAS RECEIVED (I) EITHER (A)
A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A
GOVERNMENTAL PLAN DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL STATE
OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS
OF

B-1

ERISA OR THE CODE ("SIMILAR LAW") (EACH, A "BENEFIT PLAN") AND IS NOT AN
ENTITY INCLUDING AN INSURANCE COMPANY SEPARATE ACCOUNT OR AN INSURANCE
COMPANY GENERAL ACCOUNT IF THE ASSETS IN ANY SUCH ACCOUNTS CONSTITUTE "PLAN
ASSETS" FOR PURPOSES OF REGULATION SECTION 2510.3-101 OF ERISA, WHOSE
UNDERLYING ASSETS INCLUDE BENEFIT PLAN ASSETS BY REASON OF A BENEFIT PLAN'S
INVESTMENT IN THE ENTITY (SUCH BENEFIT PLAN OR ENTITY, A "BENEFIT PLAN
INVESTOR") OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE 1998-B
SECURITIZATION TRUSTEE, THE TRANSFEROR AND THE SERVICER TO THE EFFECT THAT
THE PURCHASE OR HOLDING OF SUCH CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN
THE ASSETS OF THE 1998-B SECURITIZATION TRUST BEING DEEMED TO BE "PLAN
ASSETS" SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR
PROHIBITED TRANSACTIONS PROVISIONS OF SECTION 4975 OF THE CODE OR SIMILAR
LAW, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE
MEANING OF SECTION 406 OR SECTION 407 OF ERISA OR SECTION 4975 OF THE CODE OR
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER
TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER
ERISA, SECTION 4975 OF THE CODE OF SIMILAR LAW) IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT AND (II) A CERTIFICATE TO THE EFFECT THAT IF THE
TRANSFEREE IS A PARTNERSHIP, GRANTOR TRUST OR S CORPORATION FOR FEDERAL
INCOME TAX PURPOSES (A "FLOW-THROUGH ENTITY"), ANY CLASS B CERTIFICATES OWNED
BY SUCH FLOW-THROUGH ENTITY WILL REPRESENT LESS THAN 50% OF THE VALUE OF ALL
THE ASSETS OWNED BY SUCH FLOW-THROUGH ENTITY AND NO SPECIAL ALLOCATION OF
INCOME, GAIN, LOSS, DEDUCTION OR CREDIT FROM SUCH CLASS B CERTIFICATES WILL
BE MADE AMONG THE BENEFICIAL OWNERS OF SUCH FLOW-THROUGH ENTITY.
NOTWITHSTANDING THE FOREGOING RESTRICTIONS, THE 1998-B SECURITIZATION TRUSTEE
SHALL PERMIT A TRANSFER OF CLASS B CERTIFICATES WITHOUT RECEIVING THE
CERTIFICATE OR OPINION REGARDING ERISA MATTERS REFERENCED IN (I) ABOVE IF, IN
THE SOLE DETERMINATION OF THE 1998-B SECURITIZATION TRUSTEE, AFTER GIVING
EFFECT TO THE PROPOSED TRANSFER, BENEFIT PLANS WILL NOT OWN 25% OR MORE OF
THE CLASS B CERTIFICATES (BY CLASS CERTIFICATE BALANCE).

IN ADDITION, NO RESALE OR OTHER TRANSFER OF THIS CLASS B CERTIFICATE OR
ANY INTEREST THEREIN SHALL BE PERMITTED UNLESS IMMEDIATELY AFTER GIVING
EFFECT TO SUCH RESALE OR OTHER TRANSFER, THERE WOULD BE FEWER THAN 100 CLASS
B CERTIFICATEHOLDERS.

THIS CLASS B CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
BELOW.

B-2

TOYOTA AUTO LEASE TRUST 1998-B
6.55% AUTO LEASE ASSET BACKED CERTIFICATE, CLASS B

Evidencing a percentage interest in the distributions allocable to the
Investor Certificates, as defined below.

This Certificate does not represent an obligation of, or an interest in,
Toyota Leasing, Inc., Toyota Motor Credit Corporation, the Titling Trustee
or the 1998-B Securitization Trustee or any of their respective affiliates.

Initial Class B Certificate Balance: CUSIP #_______________
$71,538,000

Number B-1 Denomination: $12,500,000

THIS CERTIFIES THAT XXXXXX & CO. is the registered owner of TWELVE MILLION
DOLLARS ($12,500,000) nonassessable, fully-paid, fractional undivided interest
in the Toyota Auto Lease Trust 1998-B (the "1998-B Securitization Trust") formed
by Toyota Leasing, Inc., a California corporation, as Transferor (the
"Transferor"). The 1998-B Securitization Trust was created pursuant to a 1998-B
Securitization Trust Agreement dated as of September 1, 1998 (the "Agreement"),
between the Transferor and U.S. Bank National Association, a national banking
association, as trustee (the "1998-B Securitization Trustee"). A summary of
certain of the pertinent provisions of the Agreement is set forth below. To the
extent not otherwise defined herein, the capitalized terms used herein have the
meanings assigned to them in the Agreement.

This Certificate is one of the duly authorized Certificates issued under
the Agreement and designated as "Toyota Auto Lease Trust 1998-B 6.55% Auto
Lease Asset Backed Certificates, Class B" (the "Class B Certificates"). Also
issued under the Agreement are Certificates designated as "Toyota Auto Lease
Trust 1998-B 5.35% Auto Lease Asset Backed Certificates, Class A-1" (the
"Class A-1 Certificates"), Certificates designated as "Toyota Auto Lease
Trust 1998-B 5.45% Auto Lease Asset Backed Certificates, Class A-2" (the
"Class A-2 Certificates"), Certificates designated as "Toyota Auto Lease
Trust 1998-B 5.50% 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" and, together with the
Class B Certificates, the "Investor Certificates") and a Certificate
evidencing the Transferor Interest (the "Transferor Certificate" and,
together with the Investor Certificates, the "Certificates"). The Class B
Certificates are subordinated to the Class A Certificates, and the Transferor
Certificate is subordinated to the Investor Certificates, to the extent
described in the Agreement. This Class B Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Class B Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

B-1

Payments in respect of the 1998-B SUBI Certificate will be allocated
between the Investor Certificates and the Transferor Certificate and paid to the
registered Holder of this Certificate as provided in the Agreement.

Except as otherwise provided in the Agreement, interest payments in
respect of this Certificate shall be made semi-annually on the 25th day of
March and September (or if such day is not a Business Day, the next
succeeding Business Day, each such day a "Certificate Payment Date"),
commencing on March 25, 1999, and through the Class B Targeted Maturity Date
and thereafter, if applicable, monthly on each succeeding Certificate Payment
Date until the Adjusted Class B Certificate Balance has been reduced to zero.
Except to the extent provided otherwise in the Agreement, no principal
payments shall be made in respect of the Class A-2 Certificates until the
Class A-1 Certificates have been paid in full, and no principal payments
shall be made in respect of the Class A-3 Certificates until the Class A-2
Certificates have been paid in full and no principal payments shall be made
in respect of the Class B Certificates until the Class A-3 Certificates have
been paid in full. Except as otherwise provided in the Agreement, the
principal of the Class B Certificates shall be distributable on the Class B
Targeted Maturity Date which shall be September 25, 2003 (or if such day is
not a Business Day, on the next succeeding Business Day) and thereafter, if
applicable, monthly on each succeeding Certificate Payment Date until the
Adjusted Class B Certificate Balance has been reduced to zero. In any event,
any remaining unpaid principal of any Class B Certificate shall be due and
payable on March 25, 2005 (or if such day is not a Business Day, on the next
succeeding Business Day).

Distributions on this Class B Certificate will be made by the 1998-B
Securitization Trustee by check mailed to the Class B Certificateholder of
record in the Certificate Register without the presentation or surrender of
this Class B Certificate or the making of any notation hereon or, at the
option of a Holder who owns Class B Certificates having an aggregate initial
denomination of $250,000 or more, upon written instructions received by the
1998-B Securitization Trustee not later

B-2

than fifteen days prior to the related Record Date, by wire transfer of
immediately available funds to an account maintained by such Holder at a
depository institution in the United States having appropriate facilities
therefor. Except as otherwise provided in the Agreement and notwithstanding
the foregoing, the final distribution on this Class B Certificate will be
made after due notice by the 1998-B Securitization Trustee of the pendency of
such distribution and only upon presentation and surrender of this Class B
Certificate at the Corporate Trust Office of the 1998-B Securitization
Trustee.

It is the intention of the Transferor and the Investor
Certificateholders that the Investor Certificates will be indebtedness for
federal, state and local income and franchise tax purposes and for purposes
of any other tax imposed on or measured by income. The Transferor, the 1998-B
Securitization Trustee and the Holder of this Certificate (or Certificate
Owner) by acceptance of this Certificate (or, in the case of a Certificate
Owner, by virtue of such Certificate Owner's acquisition of a beneficial
interest herein) agree to treat the Investor Certificates (or beneficial
interests therein), for purposes of federal, state and local income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness of the Transferor and to report the transactions contemplated by
the Agreement on all applicable tax returns in a manner consistent with such
treatment. Each Holder of an Investor Certificate also agrees that it will
not be entitled to any of the tax benefits related to the 1998-B Contracts
and 1998-B Leased Vehicles, including any of the depreciation deductions
resulting therefrom.

In the event that, notwithstanding the statement of intentions and
undertakings set forth in Section 4.12(a) of the Agreement and herein, it is
finally determined that the Class B Certificates do not evidence indebtedness
of the Transferor for all income and franchise tax purposes, but rather
represent an equity interest in the assets of the 1998-B Securitization
Trust, then the Holder is deemed to agree (and each Certificate Owner by
virtue of acquiring a beneficial interest herein is deemed to agree) (i) to
treat such Certificates, together with the Transferor Certificate, as
representing an interest in a partnership for all tax purposes, (ii) to treat
all payments in respect of such Certificates (to the extent not a return of
capital) as a "guaranteed payment" thereon made pursuant to Section 707(c) of
the Code, and (iii) to allocate all other items of income, gain, deduction,
loss or credit with respect to the assets and operations of the 1998-B
Securitization Trust to the Transferor.

B-3

Certificate and the proceeds therefrom). A copy of the Agreement may be
examined during normal business hours at the Corporate Trust Office of the
1998-B Securitization Trustee at the offices of Bankers Trust Company
Luxembourg S.A. in Luxembourg (initially at 00 Xxxxxxxxx X.X. Xxxxxxxxx,
X-000 Xxxxxxxxxx) and at such other places, if any, designated by the 1998-B
Securitization Trustee, by any Certificateholder upon request.

The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement
at any time by the Transferor and the 1998-B Securitization Trustee without
the consent of any Certificateholders. In certain limited circumstances, the
Agreement may only be amended with the consent of the Holders of Investor
Certificates evidencing not less than 51% of the aggregate Voting Interest of
all Investor Certificates, voting together as a single class. To be entitled
to vote in respect of an interest in the Class B Certificates, a person shall
be a holder of record of such Class B Certificates as shown on the books of
the Certificate Registrar on the last day of the preceding month, or a person
appointed by an instrument in writing. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and on all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate.

The Class B Certificates are issuable only as registered Certificates
without coupons in denominations of $500,000 and integral multiples of $1,000
in excess thereof, (except for one Class B Certificate in a smaller minimum
denomination representing any remaining portion of the Initial Class B
Certificate Balance). As provided in the Agreement, and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class, of authorized denominations of a like
aggregate principal amount, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the 1998-B Securitization Trustee may require payment of a sum
sufficient to cover any tax or governmental charges payable in connection
therewith.

Prior to due presentation of this Certificate for registration of transfer,
the 1998-B Securitization Trustee, the Certificate Registrar and any of their
respective agents may treat the

B-4

Person in whose name this Class B Certificate is registered as the owner
hereof for the purpose of receiving distributions and for all other purposes,
and neither the 1998-B Securitization Trustee, the Certificate Registrar nor
any such agent shall be affected by any notice to the contrary.

By accepting this Certificate, the Holder hereof covenants and agrees
(and each Certificate Owner is deemed to agree) that prior to the date which
is one year and one day after the last date upon which (a) each Class of
Investor Certificates has been paid in full, and (b) all obligations due
under any other Securitized Financing have been paid in full, the Holder (or
Certificate Owner) will not institute against, or join any other Person in
instituting against the Transferor, Toyota Motor Credit Corporation, the
1998-B Securitization Trustee, the 1998-B Securitization Trust, the Titling
Trustee or the Titling Trust any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding or other proceedings under any federal
or state bankruptcy or similar law. The foregoing shall not limit the
Holder's (or any Certificate Owner's) right to file any claim in or otherwise
take actions with respect to any such proceeding instituted by any Person not
under such a constraint. This non-petition covenant shall survive the
termination of the Agreement.

Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the 1998-B Securitization Trustee, by manual
signature, this Class B Certificate shall not entitle the Holder hereof to
any benefit under the Agreement or be valid for any purpose.

B-5

IN WITNESS WHEREOF, the 1998-B Securitization Trustee on behalf of the
1998-B Securitization Trust and not in its individual capacity has caused
this Class B Certificate to be duly executed.

Dated: September ____, 1998

TOYOTA AUTO LEASE TRUST 1998-B

By: U.S. BANK NATIONAL ASSOCIATION, AS 1998-B
SECURITIZATION TRUSTEE

By:
------------------------------------------------
Authorized Officer

B-6

Certificate of Authentication

This is one of the Class B Certificates referred to in the
within-mentioned Agreement.

U.S. BANK NATIONAL ASSOCIATION, as
1998-B Securitization Trustee

By:
------------------------------------------------

B-7

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, of
assignee)

--------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

Dated:

------------------------------------------------ *
Signature Guaranteed:

------------------------------------------------ *

B-8

EXHIBIT C

TRANSFEROR CERTIFICATE

THIS CERTIFICATE IS NOT TRANSFERABLE.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE APPLICABLE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE RESOLD OR TRANSFERRED.

TOYOTA AUTO LEASE TRUST 1998-B
AUTO LEASE ASSET BACKED TRANSFEROR CERTIFICATE

Evidencing the entire interest in the distributions allocable to
the Transferor Certificate, as defined below.

This Certificate does not represent an obligation of, or an
interest in, Toyota Leasing, Inc., Toyota Motor Credit Corporation, the
Titling Trustee, the 1998-B Securitization Trustee, or any of their
respective affiliates.

THIS CERTIFIES THAT TOYOTA LEASING, INC. (the "Transferor") is the
registered owner of the entire interest not allocated to the Investor
Certificates in the Toyota Auto Lease Trust 1998-B (the "1998-B
Securitization Trust") formed by the Transferor. The 1998-B Securitization
Trust was created pursuant to a 1998-B Securitization Trust Agreement dated
as of September 1, 1998 (the "Agreement"), between the Transferor and U.S.
Bank National Association, a national banking corporation, as trustee (the
"1998-B Securitization Trustee"). A summary of certain of the pertinent
provisions of the Agreement is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned
to them in the Agreement.

This Certificate is the duly authorized Transferor Certificate issued
under the Agreement and designated as the "Toyota Auto Lease Trust 1998-B
Auto Lease Asset Backed Transferor Certificate" (the "Transferor
Certificate"). Also issued under the Agreement are Certificates designated as
"Toyota Auto Lease Trust 1998-B 5.35% Auto Lease Asset Backed Certificates,
Class A-1" (the "Class A-1 Certificates"), Certificates designated as "Toyota
Auto Lease Trust 1998-B 5.45% Auto Lease Asset Backed Certificates, Class
A-2" (the "Class A-2 Certificates"), Certificates designated as "Toyota Auto
Lease Trust 1998-B 5.50% 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") and Certificates
designated as "Toyota Auto Lease Trust 1998-B 6.55% Auto Lease Asset Backed
Certificates, Class B" (the "Class B Certificates" and, together with the
Class A Certificates, the "Investor Certificates" and, together with the
Transferor Certificate, the "Certificates"). This Transferor Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Transferor Certificate by
virtue of the acceptance hereof assents and by which such Holder is bound.

C-1

Payments in respect of the 1998-B SUBI Certificate will be allocated
between the Investor Certificates and this Transferor Certificate and paid to
the registered Holder of this Transferor Certificate as provided in the
Agreement.

It is the intention of the Transferor and the Investor Certificateholders
that the Investor Certificates will be indebtedness of the Transferor for
federal, state and local income and franchise tax purposes and for purposes
of any other tax imposed on or measured by income. The Transferor, the 1998-B
Securitization Trustee and the Holder of this Certificate by acceptance of
this Certificate agree to treat the Investor Certificates (or beneficial
interests therein), for purposes of federal, state and local income or
franchise taxes and any other tax imposed on or measured by income, as
secured indebtedness of the Transferor and to report the transactions
contemplated by the Agreement on all applicable tax returns in a manner
consistent with such treatment.

In the event that, notwithstanding the statement of intentions and
undertakings set forth in Section 4.12(a) of the Agreement and herein, it is
finally determined that the Certificates do not evidence indebtedness of the
Transferor for all income and franchise tax purposes, but rather represent an
equity interest in the assets of the 1998-B Securitization Trust, then the
Holder hereof, agrees (i) to treat such Certificate, together with the
Investor Certificates, as representing an interest in a partnership for all
tax purposes, (ii) to treat all payments in respect of such Certificates (to
the extent not a return of capital) as a "guaranteed payment" thereon made
pursuant to Section 707(c) of the Code, and (iii) to allocate all other items
of income, gain, deduction, loss or credit with respect to the assets and
operations of the 1998-B Securitization Trust to the Transferor.

C-2

recoveries respecting the 1998-B SUBI and 1998-B SUBI Certificate and certain
monies on deposit in the Reserve Fund and in certain other accounts
established for the benefit of the Certificateholders, in each case to the
extent and as more specifically set forth in the Agreement. By accepting this
Certificate, the Holder hereof (and each Certificate Owner with respect
hereto, by virtue of such Certificate Owner's acquisition of a beneficial
interest herein) waives any claim to any proceeds or assets of the Titling
Trustee and to all of the Titling Trust Assets other than those from time to
time included in the 1998-B SUBI Sub-Trust (except for those evidenced by the
1998-B SUBI Insurance Certificate) and those proceeds or assets derived from
or earned by such 1998-B SUBI Assets (except for those evidenced by the
1998-B SUBI Insurance Certificate and the proceeds therefrom). A copy of the
Agreement may be examined during normal business hours at the Corporate
Trust Office of the 1998-B Securitization Trustee, and at such other places,
if any, designated by the 1998-B Securitization Trustee, by any
Certificateholder upon request.

As provided in the Agreement, this Certificate shall be owned by the
Transferor and may not be transferred.

The obligations and responsibilities created by the Agreement and the
1998-B Securitization Trust created thereby shall terminate upon the payment to
Investor Certificateholders of all amounts required to be paid to them
pursuant to the Agreement and the disposition of all property held as part of
the 1998-B Securitization Trust. The Transferor may at its option purchase
the corpus of the 1998-B Securitization Trust at a price specified in the
Agreement, and such purchase of the 1998-B SUBI and the 1998-B SUBI
Certificate and other property of the 1998-B Securitization Trust will effect
early retirement of the Certificates; provided, however, such right of
purchase is exercisable only on the Monthly Allocation Date on or after the
Class A-3 Targeted Maturity Date, if either before or after giving effect to
any payment required to be made on such Monthly Allocation Date, the
Certificate Balance shall be less than or equal to $109,993,704.53 (ten
percent of the Aggregate Net Investment Value of the Cutoff Date).

Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the 1998-B Securitization Trustee, by manual
signature, this Transferor Certificate shall not entitle the Holder hereof to
any benefit under the Agreement or be valid for any purpose.

C-3

IN WITNESS WHEREOF, the 1998-B Securitization Trustee on behalf of the
1998-B Securitization Trust and not in its individual capacity has caused
this Transferor Certificate to be duly executed.

Dated: September 29, 1998

TOYOTA AUTO LEASE TRUST 1998-B
By: U.S. BANK NATIONAL ASSOCIATION,
as 1998-B Securitization Trustee

------------------------------------
Authorized Officer

Certificate of Authentication

This is the Transferor Certificate referred to in the within-mentioned
Agreement.

By: U.S. BANK NATIONAL ASSOCIATION,
as 1998-B Securitization Trustee

------------------------------------
Authorized Officer

C-4

EXHIBIT D

FORM OF RULE 144A TRANSFEREE CERTIFICATE

Toyota Motor Credit Corporation U.S. Bank National Association
Toyota Leasing, Inc. c/o One Illinois Center
Toyota Motor Credit Corporation 000 X. Xxxxxx Xxxxx, Xxxxx 0000
00000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000
Xxxxxxxx, Xxxxxxxxxx 00000

Re: Toyota Auto Lease Trust 1998-B;
6.55% Auto Lease Asset Backed Certificates, Class B

Ladies and Gentlemen:

(the "Purchaser") is today purchasing in a private
resale from (the "Seller") $ aggregate principal amount
of Auto Lease Asset Backed Certificates, Class B (the "Certificates"), issued
pursuant to the securitization trust agreement, dated as of September 1, 1998
(the "Agreement"), between Toyota Leasing, Inc. ("TLI") and U.S. Bank
National Association ("U.S. Bank"), as trustee (the "Trustee"). The
Certificates are securities issued by and evidencing interests in Toyota Auto
Lease Trust 1998-B (the "Trust").

In connection with the purchase of the Certificates, the Purchaser
hereby represents and warrants to each of you as follows:

1. Either (a) the Purchaser is not an employee benefit plan, trust
or account subject to Title I of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or subject to Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan defined in section 3(32) of ERISA subject to any federal, state or
local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code ("Similar Law") (each, a "Benefit Plan")
and is not an entity, including an insurance company separate account or
an insurance company general account if the assets in any such account
constitute "plan assets" for purposes of regulation section 2510.3-101 of
ERISA, whose underlying assets include Benefit Plan assets by reason of a
Benefit Plan's investment in the entity; or (b) the Transferee is
delivering herewith an opinion of counsel addressed to the Trustee, the
Transferor and the Servicer to the effect that the purchase or holding
of such Certificate will not constitute or result in the assets of the
trust being deemed to be "plan assets" subject to the fiduciary
responsibility provisions of ERISA or prohibited transactions provisions
of Section 4975 of the Code or Similar Law, will not constitute or
result in a prohibited transaction within the meaning of Section 406 or
Section 407 of ERISA or Section 4975 of the Code or Similar Law, and
will not subject the Trustee, the Transferor or the Servicer to any
obligation or liability (including obligations or liabilities under
ERISA, Section 4975 of the Code or Similar Law) in addition to those
undertaken in the Agreement. The foregoing representation and opinion
need not be given if the Trustee determines in its sole discretion that,
after giving effect to the proposed transfer, Benefit Plans will not own
25% or more of the Class B Certificates (taken as a percentage of the
Adjusted Class B Certificate Balance).

2. If the Purchaser (and if the Purchaser is acquiring the
Certificates for an account, such account) is a partnership, grantor
trust or S corporation for federal income tax purposes (a "flow-through
entity"), any Certificates owned by such flow-through entity will
represent less than 50% of the value of all the assets owned by such
flow-through entity and no special allocation of income, gain, loss,
deduction or credit from such Certificates will be made among the
beneficial owners of such flow-through entity.

D-1

EXHIBIT E

FORM OF NON-RULE 144A REPRESENTATION LETTER

Toyota Motor Credit Corporation
Toyota Leasing, Inc.
c/o Toyota Motor Credit Corporation
00000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000

U.S. Bank National Association
One Illinois Center
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000

Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Xxxxxx Brothers Inc.
Three World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Re: Toyota Auto Lease Trust 1998-B
6.55% Auto Lease Asset Backed Certificates, Class B

Ladies and Gentlemen:

The undersigned purchaser (the "Purchaser") understands that the
purchase of the above-referenced certificates (the "Certificates") may be
made by institutions which are "Accredited Investors" under Rule 501(a)(1),
(2), (3) or (7) under the Securities Act of 1933, as amended (the "Securities
Act"). The undersigned represents on behalf of the Purchaser that the
Purchaser is an "Accredited Investor" within the meaning of such definition.
The Purchaser is urged to review carefully the responses, representations and
warranties it is making herein.

REPRESENTATIONS AND WARRANTIES

The Purchaser makes the following representations and warranties in
order to permit U.S. Bank National Association, as trustee (the "Trustee") of
the Toyota Auto Lease Trust 1998-B (the "Trust"), Toyota Leasing, Inc. (the
"Transferor") and Xxxxxx Brothers Inc. or Xxxxxx Xxxxxxx & Co. Incorporated
determine its suitability as a purchaser of Certificates and to determine
that the private transfer exemption from registration relied upon by the
Transferor under the Securities Act is available to it.

1. The Purchaser understands that the Certificates have not been,
and throughout their term will not be, registered or qualified under
the Securities Act or the securities laws of any state and may be
resold (which resale is not currently contemplated) only if registered
pursuant to the provisions of the Securities Act or if an exemption
from registration under the Securities Act and other applicable state
securities laws is available, that neither the Transferor nor the Trustee
is required to register the Certificates under the Securities Act or any
applicable state securities laws and that any transfer must comply with
Section 4.03 of the Securitization Trust Agreement dated as of September
1, 1998 (the "Agreement"), between the Transferor and the Trustee.

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2. The Purchaser will comply with all applicable federal and state
securities laws in connection with any subsequent resale of the
Certificates.

3. The Purchaser is an "accredited investor" within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act and a
sophisticated institutional investor and has knowledge and experience in
financial and business matters (and, in particular, in such matters
related to securities similar to the Certificates) and is capable of
evaluating the merits and risk of its investment in the Certificates
and is able to bear the economic risks of such investment. The Purchaser
has been given such information concerning the Certificates, Toyota Motor
Credit Corporation and the Transferor as it has requested.

4. The Purchaser is acquiring the Certificates as principal for its
own account for the purpose of investment and not with a view to or for
sale in connection with any distribution thereof, subject nevertheless
to any requirement of law that the disposition of the Purchaser's
property shall at all times be and remain within its control.

5. Neither the Purchaser nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of any
Certificate, any interest in any Certificate or any other similar
security of the Transferor to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of any Certificate,
any interest in any Certificate or any other similar security
of the Transferor with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner,
or taken any other action, which would constitute a distribution of
the Certificates under the Securities Act or which would render the
disposition of any Certificate a violation of Section 5 of the
Securities Act or any state securities law, require registration or
qualification pursuant thereto, or require registration of the Trust
under the Investment Company Act of 1940, as amended, nor will it
set, nor has it authorized or will it authorize any person to act
in such manner with respect to the Certificates.

6. The Purchaser has reviewed the Private Placement Memorandum
with respect to the Certificates dated September 24, 1998, including
the Prospectus attached thereto as Exhibit A (the "Private Placement
Memorandum") and has had the opportunity to ask questions and receive
answers concerning the terms and conditions of the transaction
contemplated by the Private Placement Memorandum and to obtain
additional information necessary to verify the accuracy and completeness
of any information furnished to the Purchaser or to which the
Purchaser had access.

7. Either (a) Purchaser is not an employee benefit plan, trust or
account subject to Title I of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or subject to Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan defined in section 3(32) of ERISA subject to any federal, state or
local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code ("Similar Law") (each, a "Benefit Plan")
and is not an entity, including an insurance company separate account or
an insurance company general account if the assets in any such accounts
constitute "plan assets" for purposes of regulation section 2510.3-101
of ERISA, whose underlying assets include Benefit Plan assets by reason
of a Benefit Plan's investment in the entity; or (b) Transferee is
delivering herewith an opinion of counsel addressed to the Trustee, the
Transferor and the Servicer to the effect that the purchase or holding of
such Certificate will not constitute or result in the assets of the trust
being deemed to be "plan assets" subject to the fiduciary responsibility
provisions of ERISA or prohibited transactions provisions of Section 4975
of the Code or Similar Law, will not constitute or result in a prohibited
transaction within the meaning of Section 406 or Section 407 of ERISA or
Section 4975 of the Code or Similar Law, and will not subject the
Trustee, the Transferor or the Servicer to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the
Code or Similar Law) in addition to those undertaken in the Agreement.
The foregoing representation and opinion need not be given if the
Trustee determines in its sole discretion that, after giving effect to
the proposed

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transfer, Benefit Plans will not own 25% or more of the Class B
Certificates (taken as a percentage of the Adjusted Class B Certificate
Balance).

8. The Purchaser understands that the Certificates will bear a
legend substantially as set forth in the form of Certificate included
as an Exhibit to the Agreement.

9. The Purchaser understands that there is no market, nor is there
any assurance that a market will develop, for the Certificates and that
the Transferor does not have any obligation to make or facilitate any
such market (or to otherwise repurchase the Certificates from the
Purchaser) under any circumstances.

10. The Purchaser has consulted with its own legal counsel,
independent accountants and financial advisors to the extent it deems
necessary regarding the tax consequences to it of ownership of the
Certificates, is aware that its taxable income with respect to the
Certificates in any accounting period may not correspond to the
cash flow (if any) from the Certificates for such period, and is not
purchasing the Certificates in reliance on any representations of the
Transferor or its counsel with respect to tax matters.

11. The Purchaser represents, on behalf of itself that if the
Purchaser is a partnership, grantor trust or S corporation for federal
income tax purposes (a "Flow-Through Entity"), any Class B Certificates
owned by or on behalf of such Flow-Through Entity will represent less
than 50% of the value of all the assets owned by such Flow-Through
Entity and no special allocation of income, gain, loss, deduction or
credit from such Class B Certificates will be made among the beneficial
owners of such Flow-Through Entity.

12. The Purchaser agrees that it will obtain from any subsequent
purchaser of the Certificates substantially the same representations,
warranties and agreements contained in the foregoing paragraphs 1 through
11 and in this paragraph 12.

Capitalized terms used herein that are not otherwise defined shall have
the meanings ascribed thereto in the Agreement or the Private Placement
Memorandum, as the case may be.

The representations and warranties continued herein shall be binding
upon the successors of the undersigned.

Executed at , this day of , 199 .

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Purchaser's Name (Print)

By:
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Name:
--------------------------------
Title:
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Address of Purchaser

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Purchaser's Taxpayer
Identification Number

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Table of Contents

TOYOTA LEASING, INC. AND

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