1998-C SUBI SERVICING SUPPLEMENT to AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT Dated as of October 1, 1996 Among TMTT, INC., as Titling Trustee, TOYOTA MOTOR CREDIT CORPORATION, as Servicer, and U.S. BANK NATIONAL ASSOCIATION, as Trust Agent...

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1998-C SUBI SERVICING SUPPLEMENT

AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT
Dated as of October 1, 1996

Among

TMTT, INC.,
as Titling Trustee,

TOYOTA MOTOR CREDIT CORPORATION,
as Servicer,

and

U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent

Dated as of December 1, 1998

--------------------------------------------------------------------------------

TABLE OF CONTENTS

PAGE
ARTICLE I

DEFINITIONS

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

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SERVICER

2.01 Representations and Warranties of Servicer. . . . . . . . . . . . . . . . . . .3

ARTICLE III

CREATION OF 1998-C SUBI

3.01 Initial Creation of 1998-C SUBI Portfolio and 1998-C SUBI Sub-Trust . . . . . .4
3.02 Subsequent Additions to 1998-C SUBI Portfolio and 1998-C SUBI Sub-Trust . . . .5
3.03 Servicer Payment in Respect of Certain Contracts and Leased Vehicles. . . . . .6
3.04 Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

ARTICLE IV

SPECIFIC REQUIREMENTS FOR ADMINISTRATION AND SERVICING OF
CONTRACTS IN 1998-C SUBI PORTFOLIO

4.01 Servicer Bound by Titling Trust Agreement . . . . . . . . . . . . . . . . . . .7
4.02 Collection of Monthly Payments and Remittances;
Application of Proceeds; Accounts . . . . . . . . . . . . . . . . . . . . . . .8
4.03 Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.04 Collection and Application of Security Deposits . . . . . . . . . . . . . . . 14
4.05 Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.06 Payment of Certain Fees and Expenses; No Offset . . . . . . . . . . . . . . . 16
4.07 Servicing Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.08 Repossession and Sale of Leased Vehicles. . . . . . . . . . . . . . . . . . . 17
4.09 Servicer to Act on Behalf of Titling Trust. . . . . . . . . . . . . . . . . . 19
4.10 Indemnificationby Servicer. . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.11 Third Party Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.12 Insurance Policies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.13 Servicer Not to Resign; Assignment. . . . . . . . . . . . . . . . . . . . . . 22
4.14 Obligor Insurance Coverage in Respect of Leased Vehicles. . . . . . . . . . . 23
4.15 Corporate Existence; Status; Merger . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE V

STATEMENTS AND REPORTS

5.01 Reporting by the Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.02 Annual Accountants' Reports . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.03 Other Certificates And Notices From Servicer. . . . . . . . . . . . . . . . . 26
5.04 Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE VI

DEFAULT

6.01 Event of Servicing Termination; Termination of Servicer as to
1998-C SUBI Portfolio. . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.02 No Effect on Other Parties. . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE VII

MISCELLANEOUS

7.01 Termination of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.02 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.03 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.04 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.05 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
7.06 No Petition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
7.07 Inspection and Audit Rights . . . . . . . . . . . . . . . . . . . . . . . . . 30
7.08 Article and Section Headings. . . . . . . . . . . . . . . . . . . . . . . . . 31
7.09 Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 31
7.10 Rights Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
7.11 Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
7.12 Third-Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . 31
7.13 Effect of 1998-C SUBI Servicing Supplement on Titling Trust Agreement . . . . 32

EXHIBITS

EXHIBIT A Schedule of 1998-C Contracts and 1998-C Leased Vehicles
as of the Initial Cutoff Date............................................A-1
EXHIBIT B Form of Servicer's Certificate...........................................B-1
EXHIBIT C Form of Power of Attorney................................................C-1

SCHEDULE I Addresses of Branch Offices

1998-C SUBI SERVICING SUPPLEMENT TO THE AMENDED AND RESTATED
TRUST AND SERVICING AGREEMENT

1998-C SUBI SERVICING SUPPLEMENT TO THE AMENDED AND RESTATED TRUST
AND SERVICING AGREEMENT (the "1998-C SUBI Servicing Supplement"), dated as of
December 1, 1998, among TMTT, INC., a Delaware corporation, as Titling
Trustee of TOYOTA LEASE TRUST, a Delaware business trust (the "Titling
Trust") on behalf of the Titling Trust, TOYOTA MOTOR CREDIT CORPORATION, a
California corporation, as Servicer, and U.S. BANK NATIONAL ASSOCIATION
(formerly known as First Bank National Association), as Trust Agent.

RECITALS

A. Toyota Motor Credit Corporation ("TMCC"), the Titling Trustee
and, for certain limited purposes set forth therein, U.S. Bank National
Association (formerly known as First Bank National Association), as Trust
Agent, have entered into that certain Amended and Restated Trust and
Servicing Agreement, dated as of October 1, 1996, amending and restating
that certain Trust and Servicing Agreement, dated as of October 1, 1996,
among the same parties (as so amended and restated, and as it may be further
amended, supplemented or modified, the "Titling Trust Agreement"), pursuant
to which TMCC and the Titling Trustee formed the Titling Trust for the
purpose of taking assignments and conveyances of, holding in trust and
dealing in, various Titling Trust Assets in accordance with the Titling Trust
Agreement.

B. Concurrently herewith, and as contemplated by the Titling
Trust Agreement, TMCC, the Titling Trustee and the Trust Agent are entering
into that certain 1998-C SUBI Supplement to the Titling Trust Agreement,
dated as of December 1, 1998, pursuant to which the Titling Trustee, on
behalf of the Titling Trust and at the direction of TMCC, as UTI Beneficiary,
will create and issue to or to the order of TMCC (i) a 1998-C SUBI
Certificate evidencing beneficial interests in the assets of the 1998-C SUBI
other than the proceeds of the Residual Value Insurance Policies, and (ii) a
1998-C SUBI Insurance Certificate evidencing beneficial interests in the
assets of the 1998-C SUBI that are proceeds of the Residual Value Insurance
Policies insofar as such policies relate to the 1998-C Leased Vehicles and
the 1998-C Contracts. It is the intention of the parties hereto that the
1998-C SUBI Certificate and the 1998-C SUBI Insurance Certificate
collectively represent a 100% beneficial interest in the 1998-C SUBI, whose
beneficiaries generally will be entitled to the net cash flow arising from,
but only from, the related 1998-C SUBI Assets, all as set forth in the
Titling Trust Agreement and the 1998-C SUBI Supplement.

C. Also concurrently herewith, TMCC and the Transferor are entering
into that certain 1998-C SUBI Certificate Purchase and Sale Agreement, dated as
of December 1, 1998, pursuant to which TMCC is selling to the Transferor,
without recourse, all of TMCC's right, title and interest in and to the 1998-C
SUBI, the 1998-C SUBI Certificate and the 1998-C SUBI Insurance Certificate, all
moneys due thereon and paid thereon or in respect thereof and the

right to realize on any property that may be deemed to secure the 1998-C
SUBI, and all proceeds thereof.

D. Also concurrently herewith, and as contemplated by the Titling
Trust Agreement, the Transferor and U.S. Bank National Association, as 1998-C
Securitization Trustee, are entering into that certain Securitization Trust
Agreement, dated as of December 1, 1998 (the "1998-C Securitization Trust
Agreement"), pursuant to which the 1998-C SUBI Certificate will be
transferred to the 1998-C Securitization Trustee, in that capacity on behalf
of the Securitization Trust, in connection with a Securitized Financing
thereof by the Transferor. The 1998-C SUBI Insurance Certificate will not be
transferred to the 1998-C Securitization Trustee and the Transferor will
retain the 1998-C SUBI Insurance Certificate.

E. The parties desire to supplement the servicing provisions of
the Titling Trust Agreement, insofar as they apply to the 1998-C SUBI, the
1998-C SUBI Sub-Trust, the 1998-C SUBI Certificate and the 1998-C SUBI
Insurance Certificate, to provide for further specific servicing obligations
that will benefit the holders of the 1998-C SUBI Certificate and the 1998-C
SUBI Insurance Certificate and the parties to and other beneficiaries of the
Transaction Documents relating to the Securitized Financing contemplated by
the 1998-C Securitization Trust Agreement.

NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each party
hereto, the parties hereto agree to the following supplemental obligations
with regard to the 1998-C SUBI Sub-Trust:

ARTICLE I
DEFINITIONS

1.01 DEFINITIONS.

For all purposes of this 1998-C SUBI Servicing Supplement, except
as otherwise expressly provided or unless the context otherwise requires,
capitalized terms used and not otherwise defined herein shall have the
meanings ascribed thereto in the Annex of Definitions attached to the Titling
Trust Agreement or in the Annex of Supplemental Definitions attached to the
1998-C SUBI Supplement for all purposes of this 1998-C SUBI Servicing
Supplement. In the event of any conflict between a definition set forth in
the Annex of Definitions and the Annex of Supplemental Definitions, the
definition set forth in the Annex of Supplemental Definitions shall prevail.
In the event of any conflict between a definition set forth both herein and
in the Annex of Definitions or Annex of Supplemental Definitions, the
definition set forth herein shall prevail. All terms used in this 1998-C
SUBI Servicing Supplement include, as appropriate, all genders and the plural
as well as the singular. All references such as "herein", "hereof" and the
like shall refer to this 1998-C SUBI Servicing Supplement as a whole and not
to any particular article or section within this 1998-C SUBI Servicing
Supplement. All references such as "includes" and variations thereon shall
mean "includes without limitation" and references to "or"

shall mean "and/or". Any reference herein to the "Titling Trustee, acting on
behalf of the Titling Trust", or words of similar import, shall be deemed to
mean the Titling Trustee, acting on behalf of Toyota Lease Trust and all
beneficiaries thereof. Any reference herein to the "1998-C Securitization
Trustee, acting on behalf of the 1998-C Securitization Trust", or words of
similar import, shall be deemed to mean the 1998-C Securitization Trustee,
acting on behalf of the Toyota Auto Lease Trust 1998-C and all beneficiaries
thereof.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SERVICER

2.01 REPRESENTATIONS AND WARRANTIES OF SERVICER.

The Servicer represents and warrants to the Titling Trustee, the
1998-C Securitization Trustee and each SUBI Beneficiary as follows:

(a) ORGANIZATION AND GOOD STANDING. The Servicer has been duly
organized and is validly existing as a corporation in good standing under the
laws of the State of California, with corporate power and authority to own its
properties and to conduct its business as such properties are currently owned
and such business is presently conducted, and had at all relevant times, and now
has, corporate power, authority and legal right to acquire, own, sell and
service the Contracts and related Leased Vehicles and to hold the related
Contract Documents and Certificates of Title as custodian on behalf of the
Titling Trust.

(b) DUE QUALIFICATION. The Servicer is duly qualified to do business
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 (including the servicing of the 1998-C
Contracts and related 1998-C Leased Vehicles as required by this Agreement)
requires such qualifications.

(c) POWER AND AUTHORITY. The Servicer has the corporate power and
authority to execute and deliver this Agreement and to carry out its terms; and
the execution, delivery and performance of this Agreement has been duly
authorized by the Servicer by all necessary corporate action.

(d) BINDING OBLIGATIONS. This 1998-C SUBI Servicing Supplement
constitutes a legal, valid and binding obligation of the Servicer enforceable in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting creditors' rights generally or by general principles of equity.

(e) NO CONFLICT. The consummation of the transactions contemplated
by this 1998-C SUBI Servicing Supplement and the fulfillment of the terms of
this 1998-C SUBI Servicing Supplement does 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 Servicer, or conflict with or breach 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
Servicer 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 this 1998-C
SUBI Servicing Supplement); nor violate any law or, to the best of the
Servicer's knowledge, any order, rule or regulation applicable to the
Servicer of any court or of any federal or state regulatory body,
administrative agency or other governmental instrumentality having
jurisdiction over the Servicer 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 Servicer.

(f) NO PROCEEDINGS. To the Servicer's actual knowledge, there is
no action, suit or proceeding before or by any court or governmental agency
or body, domestic or foreign, now pending, or to the Servicer's knowledge,
threatened, against or affecting the Servicer (i) asserting the invalidity of
this 1998-C SUBI Servicing Supplement or (ii) seeking any determination or
ruling that might materially and adversely affect the performance by the
Servicer of its obligations under, or the validity or enforceability of, this
1998-C SUBI Servicing Supplement.

ARTICLE III
CREATION OF 1998-C SUBI

3.01 INITIAL CREATION OF 1998-C SUBI PORTFOLIO AND 1998-C SUBI SUB-
TRUST.

(a) Pursuant to Section 3.01 of the Titling Trust Agreement and
Section 16.01 of the 1998-C SUBI Supplement, the Titling Trustee has been
directed to cause to be identified and allocated on the books and records of the
Titling Trust the separate 1998-C SUBI Sub-Trust consisting of the 1998-C SUBI
Portfolio and certain other associated Titling Trust Assets specified therein.
The Titling Trustee, on behalf of the Titling Trust, hereby directs that the
Servicer so identify and allocate such a separate SUBI Portfolio of Contracts
and related Leased Vehicles from among all Titling Trust Assets owned by the
Titling Trustee on behalf of the Titling Trust and currently accounted for as
part of the UTI Sub-Trust.

(b) The Servicer hereby identifies and allocates such a portfolio of
Contracts and related Leased Vehicles more particularly described on Exhibit A
hereto which is in substantially the form of a Schedule of Contracts and Leased
Vehicles, in order to create the initial 1998-C SUBI Portfolio.

(c) The Servicer hereby represents and warrants to the Titling
Trustee, the 1998-C Securitization Trustee and each SUBI Beneficiary that each
of the Contracts described on Exhibit A hereto is an Eligible Contract.

(d) It is the intent of the parties hereto that the proceeds of the
Residual Value Insurance Policies applicable to the 1998-C Leased Vehicles and
the 1998-C Contracts will be payable by the Servicer (or the insurer under the
Residual Value Insurance Policies) directly to the holder of the 1998-C SUBI
Insurance Certificate and will not, under any circumstances, be

subject to the lien of the 1998-C Securitization Trust Agreement or be
required to be deposited in any SUBI Account.

3.02 SUBSEQUENT ADDITIONS TO 1998-C SUBI PORTFOLIO AND 1998-C SUBI
SUB-TRUST.

(a) The Titling Trustee is hereby directed to cause to be
identified and allocated on the books and records of the Titling Trust to the
1998-C SUBI Sub-Trust on or before each Transfer Date certain additional
Eligible Contracts, related Leased Vehicles and other associated Titling
Trust Assets not then allocated, or reserved for allocation, to any other
SUBI Portfolio or Sub-Trust. Such Subsequent Contracts and Subsequent Leased
Vehicles to be allocated to the 1998-C SUBI Portfolio and 1998-C SUBI
Sub-Trust shall have an aggregate Discounted Principal Balance as of the
related Transfer Date of an amount not greater than all Principal Collections
received after the Cutoff Date (including the amounts treated as Principal
Collections pursuant to Section 3.01(c) and 3.01(k) of the 1998-C
Securitization Trust Agreement) that have not been so applied pursuant to
this Section 3.02(a). The Titling Trustee, on behalf of the Titling Trust,
hereby directs the Servicer to select at least one Transfer Date each month
during the Revolving Period and to identify such Subsequent Contracts,
related Subsequent Leased Vehicles and other associated Titling Trust Assets
(as described in the 1998-C SUBI Supplement and meeting the other
requirements set forth therein) on or before each Transfer Date, and cause
such Subsequent Contracts and Subsequent Leased Vehicles to be specifically
identified on a supplemental Schedule of Contracts and Leased Vehicles
(which, when considered with all prior Schedules of Contracts and Leased
Vehicles, shall be considered to be the definitive Schedule of Contracts and
Leased Vehicles) to be delivered pursuant to Section 5.01 hereof. On each
such Transfer Date, such Subsequent Contracts, Subsequent Leased Vehicles and
other associated Titling Trust Assets shall be added to the 1998-C SUBI
Portfolio and 1998-C SUBI Sub-Trust, as the case may be, as additional 1998-C
SUBI Assets.

(b) The Servicer shall give one Business Day's prior notice to the
Titling Trustee and the 1998-C Securitization Trustee of each Transfer Date.
On each Transfer Date, the Servicer shall be deemed to have represented and
warranted to the 1998-C Securitization Trustee on behalf of the 1998-C
Securitization Trust that (i) all Subsequent Contracts added to the 1998-C
SUBI Portfolio on that date were Eligible Contracts as of the relevant
Transfer Date, (ii) no adverse selection procedures were employed in
selecting such Subsequent Contracts, (iii) it is not aware of any bias in the
selection of such Subsequent Contracts that would cause delinquencies or
losses with respect thereto to differ from those of the Initial Contracts,
other than the fact that such Subsequent Contracts were selected from all
Eligible Contracts not then allocated to any SUBI Portfolio or reserved for
allocation to another SUBI Portfolio on a "first-in, first-out" basis, based
on the date of origination and (iv) unless the 1998-C Securitization Trustee
receives a letter from each Rating Agency to the effect that the use of
different criteria would not result in the qualification, reduction or
withdrawal of its then current rating on any Investor Certificates rated by
either Rating Agency, after giving effect to such reallocation (A) each such
1998-C Contract will be allocated to the 1998-C SUBI Portfolio based upon its
Discounted Principal Balance as of the relevant Transfer Date, (B) the
weighted average remaining term of the 1998-C

Contracts (including the Subsequent Contracts) will be not greater than 36
months, and (C) the weighted average Booked Residual Value of all 1998-C
Leased Vehicles relating to the 1998-C Contracts (including the Subsequent
Contracts), as a percentage of the aggregate Capitalized Costs of the 1998-C
Contracts (including the Subsequent Contracts), as of the related date of
origination, will be not greater than 65%, based on the characteristics of
all 1998-C Contracts (including the Subsequent Contracts).

(c) From and after the date on which the 1998-C SUBI Lease Funding
Account is required to be maintained as specified in Section 17.02 of the
1998-C SUBI Supplement, on each Transfer Date the Servicer shall withdraw
from the 1998-C SUBI Collection Account (but excluding any amounts in fact
deposited therein that the Servicer has notified the 1998-C Securitization
Trustee are proceeds of a Residual Value Insurance Policy) an amount equal to
the aggregate Discounted Principal Balance as of the relevant Transfer Date
of the Subsequent Contracts then being added to the 1998-C SUBI Portfolio and
1998-C SUBI Sub-Trust pursuant to Section 16.01 of the 1998-C SUBI Supplement
and the Servicer shall direct the Titling Trustee to deposit such amount into
the 1998-C Lease Funding Account or for payment to the UTI Beneficiary, as
appropriate, directly in connection with the purchase of Subsequent Contracts
and Subsequent Leased Vehicles.

3.03 SERVICER PAYMENT IN RESPECT OF CERTAIN CONTRACTS AND LEASED
VEHICLES.

(a) The representations and warranties of the Servicer set forth in
Sections 3.01(c) and 3.02(b), with respect to each 1998-C Contract shall survive
delivery of the related 1998-C Contract to the 1998-C SUBI Portfolio and the
1998-C SUBI Sub-Trust and shall continue (speaking as of the dates made) so long
as each such 1998-C Contract remains outstanding, or until the termination of
the 1998-C Securitization Trust Agreement pursuant to Section 7.01 thereof,
whichever occurs earlier. Upon discovery by the Titling Trustee, the 1998-C
Securitization Trustee or the Servicer that any such representation or warranty
was incorrect as of the time specified with respect to such representation and
warranty and such incorrectness materially and adversely affects the interests
of the Transferor or Investor Certificateholders in such 1998-C Contract, the
party discovering such incorrectness shall give prompt written notice to the
others. Within 60 days of its discovery of such incorrectness or notice to such
effect to the Servicer, the Servicer shall cure in all material respects the
circumstances or condition in respect of which such representation or warranty
was incorrect. If the Servicer is unable or unwilling to do so timely, it
shall, as the sole remedy for such breach, promptly (i) deposit the Reallocation
Payment in respect of such 1998-C Contract into the 1998-C SUBI Collection
Account, (ii) reallocate such 1998-C Contract and the related 1998-C Leased
Vehicle and other related Titling Trust Assets from the 1998-C SUBI Portfolio to
the UTI Portfolio, and (iii) indemnify, defend and hold harmless the holders of
the 1998-C SUBI Certificate (including without limitation the 1998-C
Securitization Trustee on behalf of the 1998-C Securitization Trust and the
Certificateholders), the holder of the 1998-C SUBI Insurance Certificate and any
subsequent servicer (if other than the current Servicer) from and against, any
and all loss or liability with respect to or resulting from any such 1998-C
Contract or related 1998-C Leased Vehicle. Notwithstanding the foregoing, if
any reallocation described in clause (ii) would cause the

Transferor Interest to be equal to or less than zero, the Servicer also shall
deposit promptly into the 1998-C SUBI Collection Account a Reallocation
Deposit Amount in an amount such that the Transferor Interest will not be
reduced to less than zero, and the reallocation will not be made until such
deposit has been made.

(b) In the event that the Servicer receives funds from a Dealer
that is required, pursuant to a Dealer Agreement, to repurchase a Contract or
Leased Vehicle included in the 1998-C SUBI Portfolio, the Servicer shall,
subject to Section 17.01 of the 1998-C SUBI Supplement, within two Business
Days of receipt thereof, deposit such funds into the 1998-C SUBI Collection
Account, which deposit shall satisfy the UTI Beneficiary's obligations with
respect to enforcement of such Dealer repurchase obligation, and return to
the repurchasing Dealer the Certificate of Title and Contract with respect to
such Leased Vehicle.

(c) The obligations of the Servicer pursuant to this Section 3.03
shall survive any termination of the Servicer with respect to the 1998-C SUBI
Portfolio and 1998-C SUBI Sub-Trust under this 1998-C SUBI Servicing
Supplement or the Titling Trust Agreement.

3.04 FILINGS.

The Servicer will undertake all other and future actions and
activities as may be reasonably necessary to perfect (or evidence) and
confirm the foregoing allocations of Trust Assets to the 1998-C SUBI
Sub-Trust and the 1998-C SUBI Portfolio, as the case may be, including filing
or causing to be filed UCC financing statements and executing and delivering
all related filings, documents or writings as may be reasonably necessary
hereunder or under any other Securitization Trust Documents, whether on its
own behalf or pursuant to the power of attorney granted by the Grantor in the
1998-C SUBI Supplement; provided, however, that in no event shall the
Servicer be required to take any action to perfect a security interest that
may be held by the 1998-C Securitization Trustee in any 1998-C Leased Vehicle.

ARTICLE IV
SPECIFIC REQUIREMENTS FOR
ADMINISTRATION AND SERVICING OF CONTRACTS
IN 1998-C SUBI PORTFOLIO

4.01 SERVICER BOUND BY TITLING TRUST AGREEMENT.

(a) Except as otherwise specifically provided herein: (i) the
Servicer shall continue to be bound by all provisions of the Titling Trust
Agreement with respect to the 1998-C Contracts, 1998-C Leased Vehicles and
other associated Titling Trust Assets in the 1998-C SUBI Sub-Trust, including
without limitation the provisions thereof relating to the administration and
servicing of 0000-X Xxxxxxxxx; and (ii) the provisions set forth herein shall
operate either as additions to or modifications of the extant obligations of
the Servicer under the Titling Trust Agreement, as the context may require.
In the event the provisions of this 1998-C SUBI Servicing Supplement are more
exacting or specific than those contained in the Titling Trust

Agreement or in the event of any conflict between the provisions of this
1998-C SUBI Servicing Supplement with respect to the 1998-C SUBI, and those
of the Titling Trust Agreement, the provisions of this 1998-C SUBI Servicing
Supplement shall govern.

(b) For purposes of determining the Servicer's obligations with
respect to the servicing of the 1998-C SUBI Sub-Trust under this 1998-C SUBI
Servicing Supplement (including without limitation pursuant to Article Four
hereof), general references in the Titling Trust Agreement to: (i) a SUBI
Account shall be deemed to refer more specifically to the 1998-C SUBI
Account; (ii) a SUBI Asset shall be deemed to refer more specifically to a
1998-C SUBI Asset; (iii) an appropriate or applicable SUBI Collection Account
shall be deemed to refer more specifically to the 1998-C SUBI Collection
Account; (iv) an appropriate or applicable SUBI Lease Funding Account shall
be deemed to refer more specifically to the 1998-C SUBI Lease Funding
Account; (v) a SUBI Portfolio shall be deemed to refer more specifically to
the 1998-C SUBI Portfolio; (vi) a SUBI Sub-Trust shall be deemed to refer
more specifically to the 1998-C SUBI Sub-Trust; (vii) a SUBI Servicing
Supplement shall be deemed to refer more specifically to this 1998-C SUBI
Servicing Supplement; and (viii) a SUBI Supplement shall be deemed to refer
more specifically to the 1998-C SUBI Supplement.

(c) Coincident with the execution and delivery of this 1998-C SUBI
Servicing Supplement, the Servicer shall furnish the 1998-C Securitization
Trustee, on behalf of the 1998-C Securitization Trust, with an Officer's
Certificate listing the officers or other authorized signatories of the
Servicer currently involved in, or responsible for, the administration and
servicing of the Contracts in the 1998-C SUBI Portfolio, which list shall
from time to time be updated by the Servicer.

4.02 COLLECTION OF MONTHLY PAYMENTS AND REMITTANCES; APPLICATION OF
PROCEEDS; ACCOUNTS.

(a) The Servicer shall use commercially reasonable efforts,
consistent with its then current standards, policies and procedures
(including procedures used in connection with new programs commenced in the
ordinary course of business, whether or not implemented on a test basis), to
(i) collect all payments required under the terms and provisions of each
1998-C Contract included in the 1998-C SUBI Portfolio; (ii) cause each
Obligor to make all payments in respect of the related 0000-X Xxxxxxxx
included in the 1998-C SUBI Portfolio to which such Obligor is a party or
otherwise obligated; and (iii) to deposit all Collections (excluding proceeds
of the Residual Value Insurance Policies which are to be transferred directly
to the holder of the 1998-C SUBI Insurance Certificate and which amounts
shall not be deemed to be Collections by the Servicer) and any Maturity
Advance received from the Transferor into the 1998-C SUBI Collection Account
on or before the Deposit Date relating to each Collection Period except as
otherwise specified herein or in Section 17.01 or Section 17.02 of the 1998-C
SUBI Supplement (in connection with any failure to satisfy the Monthly
Remittance Conditions).

Notwithstanding the foregoing and notwithstanding the
provisions of Section 3.01 of the 1998-C Securitization Trust Agreement, in
accordance with the provisions of

Section 7.01(c) of the Titling Trust Agreement, 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-C SUBI
Collection Account net of amounts reimbursable or payable to the Servicer as
compensation (including in respect of amounts advanced by the Servicer in
respect of amounts otherwise payable to the 1998-C 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 the 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-C Securitization Trust Agreement on
the same basis as though such amounts were in fact deposited into the 1998-C
SUBI Collection Account. Moreover, as set forth in Section 3.01 of the
1998-C Securitization Trust Agreement, the Servicer will, in each relevant
Servicer's Certificate, instruct the 1998-C 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-C Securitization Trustee will have no obligation with respect to
or liability for following any such instruction by the Servicer.

(b) Consistent with the foregoing, the Servicer may in its
discretion (i) waive any late payment charge or similar charge, in whole or
in part, in connection with delinquent payments on or deferrals or extensions
of a Contract included in the 1998-C SUBI Portfolio and (ii) defer one or
more payments under a 1998-C Contract or extend the Maturity Date of any
1998-C Contract. Notwithstanding the foregoing, the Servicer may not grant
more than four deferrals of any 1998-C Contract, and may not extend the
Maturity Date of any 1998-C Contract by more than twelve months in the
aggregate (or by sixteen months with the inclusion of any deferrals) or such
that its Maturity Date will occur later than the last day of the Collection
Period related to the Class B Stated Maturity Date; provided, however, that
if the Servicer defers payments on any 1998-C Contract more than four times
or extends the Maturity Date thereof by more than twelve months in the
aggregate (or by more than sixteen months with the inclusion of any
deferrals) or so that the extended Maturity Date will occur later than the
last day of the Collection Period relating to the Class B Stated Maturity
Date, then, as the sole remedy therefor, the Servicer shall, on the Deposit
Date related to the Collection Period in which such extension was granted or
on the Deposit Date relating to the Collection Period in which the Servicer
discovers or is notified that an improper extension was granted, (y) deposit
into the 1998-C SUBI Collection Account an amount equal to the then
Discounted Principal Balance of such Contract plus an amount equal to the
interest, or lease charge, portion of any Monthly Payments with respect
thereto at the related Lease Rate that were accrued but unpaid as of the end
of that Collection Period, and (z) reallocate such 1998-C Contract and the
related 1998-C Leased Vehicle from the 1998-C SUBI Portfolio and 1998-C SUBI
Sub-Trust to the UTI Portfolio and UTI Sub-Trust. The obligations of the
Servicer pursuant to this Section 4.02(b) shall survive any termination of
the Servicer's obligations with respect to the 1998-C SUBI Portfolio under
this 1998-C SUBI Servicing Supplement.

(c) As to any Monthly Payments, Liquidation Proceeds, Insurance
Proceeds (excluding proceeds of the Residual Value Insurance Policies which
are to be transferred directly to the holder of the 1998-C SUBI Insurance
Certificate by the Servicer), Prepayments, Payments Ahead or any other
payments by or on behalf of any Obligor or otherwise (excluding any late fees
or deferral fees) with respect to any 1998-C Contract or related 1998-C
Leased Vehicle, including (if applicable) any proceeds of recourse payments
by the originating Dealer, whether received by the Servicer through any lock
box or similar mechanism used for the collection of regular periodic payments
on receivables owned or serviced by it or received directly by the Servicer
at any of its servicing offices, but subject to Section 4.08 of this 1998-C
SUBI Servicing Supplement with regard to Liquidation Proceeds and Insurance
Proceeds:

(i) Upon receipt of any such funds (including funds initially
deposited in any Servicer lock-box account), the Servicer shall deposit
such funds into its operating account and shall ascertain promptly the
following information: (A) the amount of each receipt, (B) the Contract
Number to which such receipt relates, (C) the nature of the payment (i.e.,
whether a Monthly Payment, other Liquidation Proceeds, a Prepayment,
payment of the Residual Value of the related Leased Vehicle or any other
payment by or on behalf of any Obligor), (D) the date such payment is
credited; and (E) that such Contract has been allocated to the 1998-C SUBI
Portfolio and 1998-C SUBI Sub-Trust (collectively, the "Payment
Information").

(ii) As to any such funds received by the Servicer after the
date, if any, on which it ceases to satisfy the Monthly Remittance
Conditions, the Servicer shall segregate all such funds from other SUBI
Sub-Trusts, and deposit all such funds (net of reimbursement of any
Liquidation Expenses incurred by the Servicer with respect to any 1998-C
Leased Vehicle whose Liquidation Proceeds are included among such funds and
excluding proceeds of the Residual Value Insurance Policies which are to be
transferred directly to the holder of the 1998-C SUBI Insurance Certificate
by the Servicer) into the 1998-C SUBI Collection Account maintained by the
1998-C Securitization Trustee. Such amounts will thereafter be applied as
set forth in Section 17.01(d) of the 1998-C SUBI Supplement.

(iii) In the event that any proceeds of the Residual Value
Insurance Policies applicable to the 1998-C Leased Vehicles and the 1998-C
Contracts are deposited in any SUBI Account or another account maintained
by the Titling Trustee or the 1998-C Securitization Trustee, such amounts
shall be distributed to the holder of the 1998-C SUBI Insurance Certificate
by the Titling Trustee or the 1998-C Securitization Trustee, as applicable,
on the succeeding Monthly Allocation Date at the written direction of the
Servicer.

(iv) Upon the determination by the Servicer that any proceeds
received by it with respect to any 1998-C Contract constitute one or more
Payments Ahead, the Servicer shall, unless otherwise instructed by the
Titling Trustee, (A) maintain appropriate records of such Payment Ahead so
as to be able to timely apply such Payment

Ahead as a Monthly Payment with respect to the applicable Contract and
(B) deposit such Payment Ahead into the 1998-C SUBI Collection Account on
the Deposit Date relating to the Collection Period during which such
Payment Ahead is to be applied, or, after the date, if any, on which it
ceases to satisfy the Monthly Remittance Conditions, within two Business
Days of such date.

(d) The Servicer shall treat all Charged-Off Vehicle Proceeds
and Matured Leased Vehicle Proceeds in the manner provided for other
Liquidation Proceeds in the Titling Trust Agreement and this 1998-C SUBI
Supplement; provided, however, as set forth in Section 4.07 of this
1998-C SUBI Servicing Supplement, that the Servicer may be reimbursed for
related Charged-Off Vehicle Expenses, Matured Leased Vehicle Expenses,
other Liquidation Expenses and Insurance Costs as provided in Section
4.02(h).

(e) The Servicer shall deposit into the 1998-C SUBI Collection
Account on or before each Deposit Date each Security Deposit that was
applied in respect of a Contract during the related Collection Period and
not paid to a third party or to the Servicer as Liquidation Expenses or
Matured Leased Vehicle Expenses, or reimbursements in respect thereof.

(f) The Servicer, on behalf of the Titling Trustee, shall
establish and maintain the 1998-C SUBI Collection Account as set forth in
Section 17.01(a) of the 1998-C SUBI Supplement.

(g) On each Determination Date the Servicer shall make the
calculations necessary to allow the 1998-C Securitization Trustee to make
allocations, applications and payments to holders of, or to the 1998-C
SUBI Accounts on behalf of the holders of, the 1998-C SUBI Certificates
on the related Monthly Allocation Date in accordance with Section 3.01 of
the 1998-C Securitization Trust Agreement. In connection therewith, the
Servicer shall determine the amount of Titling Trust Expenses incurred or
suffered during the preceding Collection Period and shall allocate such
Titling Trust Expenses among the various Sub-Trusts, including the 1998-C
SUBI Sub-Trust, in good faith and so as not to disproportionately affect
any Sub-Trust, generally as provided for in Section 3.04 or 7.04, as
appropriate, of the Titling Trust Agreement.

(h) The Servicer will be entitled to reimbursement of Matured
Leased Vehicle Expenses, Charged-Off Vehicle Expenses and other
Liquidation Expenses. The Servicer is hereby authorized to net such
expenses from proceeds or Collections in respect of the related 1998-C
Contracts or 1998-C Leased Vehicles (including Liquidation Proceeds), or
to withdraw such amounts from amounts on deposit in the 1998-C SUBI
Collection Account. The Servicer also will be entitled to reimbursement
of certain payments it makes on behalf of Obligors (including payments it
makes on behalf of the related Obligors of taxes, vehicle registration
charges, clearance of parking tickets and similar items and expenses and
charges incurred by it in the ordinary course of servicing the 1998-C
Contracts) from Collections with respect to the 1998-C Contracts (whether
or not as separate payments thereof by the related Obligors) or from
amounts realized upon the final disposition of 1998-C Leased Vehicles.
To the extent such amounts are not reimbursed prior to or at the final
disposition of the related 1998-C Leased

Vehicle but remain unpaid by the related Obligor, such unreimbursed
amounts (together with any unpaid Monthly Payments under the related
0000-X Xxxxxxxx) will be treated as Matured Leased Vehicle Expenses,
Charged-off Vehicle Expenses or other Liquidation Expenses, as the case
may be, and the Servicer is hereby authorized to offset such reimbursable
payments, expenses and charges against Matured Leased Vehicle Proceeds,
Charged-off Vehicle Proceeds or other Liquidation Proceeds, as the case
may be.

To the extent that during any Collection Period (i)
Collections, Matured Leased Vehicle Proceeds, Charged-off Vehicle
Proceeds or other Liquidation Proceeds or separate payments from the
Obligors in respect of such payments, charges and expenses are deposited
into the 1998-C SUBI Collection Account rather than so offset by the
Servicer, (ii) any Monthly Payments arising from a Contract allocated to
the 1998-C SUBI Sub-Trust are received by the Titling Trustee or
deposited in the 1998-C SUBI Collection Account with respect to any prior
Collection Period as to which the Servicer has outstanding an
unreimbursed Advance, rather than being netted from Collections by the
Servicer; or (iii) any amount of unreimbursed Advances already deposited
in the 1998-C SUBI Collection Account on any Deposit Date are reasonably
determined by the Servicer to be Nonrecoverable Advances, then, on the
related Deposit Date, the Servicer shall (y) notify the Titling Trustee
and the 1998-C Securitization Trustee in writing as to any such amount
and (z) instruct the Titling Trustee to, and the Titling Trustee shall,
promptly transfer an amount equal to the aggregate of such amounts from
the 1998-C SUBI Collection Account, to the 1998-C SUBI Lease Funding
Account. Thereafter, the Titling Trustee shall remit to the Servicer from
the 1998-C SUBI Lease Funding Account the total of such amounts, without
interest (the "Servicer Reimbursement"). In lieu of causing the Titling
Trustee to transfer such amounts to the 1998-C SUBI Lease Funding Account
(or in the event the 1998-C SUBI Lease Funding Account has not been
required to be established as set forth in Section 17.02 of the 1998-C
SUBI Supplement), the Servicer is hereby authorized to deduct such
amounts from amounts on deposit or otherwise to be deposited into the
1998-C SUBI Collection Account.

(i) The Servicer shall account to the Titling Trustee and the
1998-C Securitization Trustee with respect to the 1998-C SUBI Sub-Trust
separately from any other Sub-Trust.

(j) The Servicer shall direct the Titling Trustee or the
1998-C Securitization Trustee, as applicable, to invest amounts held in
the 1998-C SUBI Accounts and the Reserve Fund in Permitted Investments as
provided in the Titling Trust Agreement, 1998-C SUBI Supplement and the
1998-C Securitization Trust Agreement. The maximum permissible maturities
of any such investments pursuant to this clause on any date shall be not
later than the Business Day immediately preceding the Monthly Allocation
Date next succeeding the date of such investment, except for (i)
investments on which the Trust Agent or 1998-C Securitization Trustee,
respectively, is the obligor (including repurchase agreements as to which
it, in its commercial capacity, is liable as principal), or that are TMCC
Demand Notes, which may mature on such next succeeding Certificate
Payment Date, (ii) investments during the Revolving Period of Principal
Collections (including amounts treated as Principal Collections pursuant
to Sections

3.01(c) and 3.01(k) of the 1998-C Securitization Trust Agreement) on
deposit in the 1998-C SUBI Collection Account, which may mature on such
dates as specified by the 1998-C Securitization Trustee at the Servicer's
direction so as to maintain the availability of sufficient cash to make
payments pursuant to Section 3.02(c) hereof, and (iii) amounts on deposit
in the 1998-C Certificateholders' Account, which may mature on the
Business Day preceding the next succeeding relevant Certificate Payment
Date (as described in Section 3.01 of the 1998-C Securitization Trust
Agreement); provided, however, that any Permitted Investment consisting
of a TMCC Demand Note may mature on the relevant Certificate Payment Date
rather than on the prior Business Day to the extent specified in the
Indenture as specified in the related TMCC Demand Note in accordance with
the terms of the Indenture.

(k) In the event the Servicer provides to the UTI Beneficiary,
the Titling Trustee and the 1998-C Securitization Trustee a letter from
each Rating Agency to the effect that the utilization by the Servicer of
a remittance schedule differing from those contemplated herein or in the
1998-C SUBI Supplement with respect to Collections to be deposited in the
1998-C SUBI Collection Account will not result in a qualification,
downgrading or withdrawal of the then-current rating assigned to the
Rated Certificates by such Rating Agency, (i) this 1998-C SUBI Servicing
Supplement (and any corresponding or related Sections in the 1998-C SUBI
Supplement) may be so modified without the consent of any
Certificateholders and (ii) the Servicer may remit such collections to
the 1998-C SUBI Collection Account in accordance with that alternative
remittance schedule.

(l) The parties hereto acknowledge that the Titling Trustee,
on behalf of the Titling Trust, has made a complete transfer to the
1998-C Securitization Trustee of the Collections in respect of the 1998-C
SUBI Assets contained in all accounts maintained by the Titling Trustee
(excluding proceeds of the Residual Value Insurance Policies, the rights
to which are evidenced by the 1998-C SUBI Insurance Certificate which is
the sole property of the Transferor) and, except as provided in this
1998-C SUBI Servicing Supplement, the 1998-C SUBI Supplement and the
1998-C Securitization Trust Agreement, 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).

(m) In the event of a sale, disposition or other liquidation
of the 1998-C SUBI Certificate and the other property of the 1998-C
Securitization Trust pursuant to Section 7.02 or Section 8.02 of the
1998-C Securitization Trust Agreement, the Servicer shall allocate the
net proceeds thereof as set forth in the 1998-C Securitization Trust
Agreement.

4.03 RECORDS.

(a) As to any proceeds or other receipts with respect to any
Trust Asset, including without limitation Monthly Payments, Prepayments,
Liquidation Proceeds and any other payments by or on behalf of any
Obligor or otherwise with respect to any 1998-C Contract or 1998-C Leased
Vehicle, the Servicer shall maintain or cause to be maintained such
computer and

manual records with respect to all such proceeds and other receipts in
accordance with the customary and usual procedures of institutions which
service closed-end automobile and light duty truck leases and, to the
extent more exacting, in conformity in all material respects with the
procedures used by the Servicer in respect of any such leases serviced by
it for its own account or the accounts of its Affiliates.

(b) The Servicer shall retain or cause to be retained all data
(including, without limitation, computerized records), together with all
operating software and appropriate documentation, relating directly to or
maintained in connection with the servicing of the 1998-C Contracts (the
"Contract Records") consistent with its then applicable retention
policies or applicable law. The Servicer shall provide or cause to be
provided to the Titling Trustee, on behalf of the Titling Trust, upon its
request, copies of all such data and appropriate documentation retained
by the Servicer at all reasonable times and upon reasonable notice. The
Servicer shall promptly report to the Titling Trustee, on behalf of the
Titling Trust, any failure on its part to maintain the Contract Records
as herein provided and promptly take appropriate action to remedy any
such failure.

(c) Upon the occurrence and during the continuance of an Event
of Servicing Termination or if the rights of the Servicer with respect to
the 1998-C SUBI Portfolio are terminated in accordance with Section
6.01(b) of this 1998-C SUBI Servicing Supplement or, if this 1998-C SUBI
Servicing Supplement is terminated pursuant to Section 7.01, the Servicer
shall, on demand of the Titling Trustee, on behalf of the Titling Trust
(either at the request of the 1998-C Securitization Trustee or, as
provided in Section 6.01(b) of this 1998-C SUBI Servicing Supplement,
upon demand of Investor Certificateholders representing not less than 51%
of the aggregate Voting Interest), deliver to the 1998-C Securitization
Trustee all such data, operating software and appropriate documentation
necessary for the servicing of the 1998-C Contracts, including but not
limited to the related Contract Documents and Title Documents, all moneys
collected by it and required to be deposited in any 1998-C SUBI Account
on behalf of the Titling Trust, or in the 1998-C SUBI Collection Account
or the Reserve Fund on behalf of the 1998-C Securitization Trust, all
Security Deposits with respect to 1998-C Contracts, and any 1998-C Leased
Vehicle in the possession of the Servicer that has been repossessed or is
part of Matured Leased Vehicle Inventory and in either case has not yet
been sold or otherwise disposed of. In addition to delivering such data,
operating software and appropriate documentation and moneys, if a new
servicer is appointed, the Servicer shall use its commercially reasonable
efforts to effect the orderly and efficient transfer of the servicing of
the 1998-C Contracts to the party that will be assuming responsibility
for such servicing, including, without limitation, directing Obligors to
remit payments in respect of such Contracts to an account or address
designated by the Titling Trustee or such new servicer.

4.04 COLLECTION AND APPLICATION OF SECURITY DEPOSITS.

Subject to Section 4.03(c) of this 1998-C SUBI Servicing
Supplement, the Servicer shall retain each Security Deposit remitted to
it (or deemed remitted to it) as agent and bailee for the Obligor until
such time as the Titling Trust, the Titling Trustee on behalf of the

Titling Trust, or the Servicer may lawfully and under the terms of the
related 1998-C Contract apply such Security Deposit against unpaid
amounts owed under the 1998-C Contract, damages to the related 1998-C
Leased Vehicle, excess wear and tear charges, expenses in connection with
the refurbishment and disposal of the related 1998-C Leased Vehicle or
against fees, charges, payments or expenses advanced or paid by the
Servicer in accordance with applicable law, its customary and usual
servicing procedures and the related 1998-C Contract, from and after
which time such amounts will be 1998-C SUBI Assets, subject to any
reimbursement due to the Servicer. To the extent any Security Deposit or
portion thereof is to be treated as proceeds of a 1998-C Contract or
1998-C Leased Vehicle (because such 1998-C Contract has become a
Charged-Off Contract), the related Security Deposit or such portion shall
be deemed to be Liquidation Proceeds. On each Deposit Date, or otherwise
as provided in Section 4.02(c)(ii) of this 1998-C SUBI Servicing
Supplement, the Servicer shall deposit into the 1998-C SUBI Collection
Account each Security Deposit that became Liquidation Proceeds during the
previous month; otherwise, each Security Deposit related to a 1998-C
Contract, after deduction for amounts applied towards the payment or
reimbursement of any amount described above, shall be returned to the
related Obligor by the Servicer upon termination of such 0000-X Xxxxxxxx.

4.05 ADVANCES.

(a) On or prior to each Deposit Date, the Servicer shall make
an Advance with respect to each outstanding delinquent 1998-C Contract
and each 1998-C Contract as to which payments have been deferred
resulting in the diminution of the amount to be received on any Due Date
relative to the amount of each originally scheduled Monthly Payment if
such 1998-C Contract has not been reallocated to the UTI Portfolio with
an accompanying Reallocation Payment. Each such Advance will be made by
deposit into the 1998-C SUBI Collection Account of an amount equal to the
aggregate amount of Monthly Payments due but not received during the
related Collection Period.

(b) With respect to each Monthly Allocation Date, the Servicer
will have the option to make an Advance with respect to any 1998-C Leased
Vehicles in its possession and pending disposition during the related
Collection Period. Each such Advance shall be made by deposit into the
1998-C SUBI Collection Account of an amount not to exceed the aggregate
amount of Liquidation Proceeds that the Servicer reasonably expects to
realize (based on criteria set forth in Section 9.09 of the 1998-C
Securitization Trust Agreement) upon disposition of all or any such
1998-C Leased Vehicles.

(c) Notwithstanding any other provision of this 1998-C SUBI
Servicing Supplement, the Servicer shall not be obligated to make any
Advance in respect of any 1998-C Contract if the Servicer shall have
reasonably determined that any such Advance, if made, would constitute a
Nonrecoverable Advance. Any such determination relating to a claim by
the Servicer for reimbursement of Nonrecoverable Advances from monies on
deposit on the 1998-C SUBI Collection Account shall be evidenced by an
Officer's Certificate (or the statement to Certificateholders or the
certification by any other authorized signatory) of the Servicer
furnished to each UTI Beneficiary, the Titling Trustee and the 1998-C
Securitization Trustee setting out the

basis for such determination, which determination shall be conclusive and
binding absent manifest error.

4.06 PAYMENT OF CERTAIN FEES AND EXPENSES; NO OFFSET.

(a) As part of its obligations hereunder, to the extent that
cash flows relating to the 1998-C SUBI Sub-Trust, as set forth in Section
3.01(c) of the 1998-C Securitization Trust Agreement, are insufficient to
provide for the payment of all fees and expenses due to the Titling
Trustee or the 1998-C Securitization Trustee as Capped Titling Trust
Administrative Expenses, Capped Securitization Trust Administrative
Expenses, Uncapped Titling Trust Administrative Expenses or Uncapped
Securitization Trust Administrative Expenses, the Servicer shall advance
an amount equal to such excess fees and expenses as they become payable
from time to time and agrees to indemnify the Titling Trustee and the
1998-C Securitization Trustee and their respective officers, directors,
employees and agents for such amounts. The Servicer shall be entitled to
reimbursement of such advances as set forth in the 1998-C Securitization
Trust Agreement. The obligations of the Servicer pursuant to this
Section 4.06(a) shall survive any termination of the Servicer's rights
and obligations with respect to the 1998-C SUBI Portfolio under this
1998-C SUBI Servicing Supplement.

(b) Prior to the termination of the Servicer's rights and
obligations with respect to the 1998-C SUBI Sub-Trust and thereafter if
such termination results from an Event of Servicing Termination, the
obligations of the Servicer with respect to the 1998-C SUBI Sub-Trust
shall not be subject to any defense, counterclaim or right of offset that
the Servicer has or may have against any UTI Beneficiary, the Titling
Trustee on behalf of the Titling Trust, or the 1998-C Securitization
Trustee, whether in respect of this 1998-C SUBI Servicing Supplement, the
1998-C SUBI Supplement, any Securitization Trust Document, any 1998-C
Contract, any related Contract Document, any 1998-C Leased Vehicle or
otherwise.

4.07 SERVICING COMPENSATION.

(a) As compensation for the performance of its obligations
under this 1998-C SUBI Servicing Supplement, the Servicer shall be
entitled to receive from the Titling Trustee, on behalf of the Titling
Trust, on each Monthly Allocation Date, the Servicing Fee equal to the
sum of:

(i) An amount (the "Servicing Rate Portion") equal to one-
twelfth of 1.00% of the Aggregate Net Investment Value as of the first day
of the related Collection Period (or, in the case of the first Monthly
Allocation Date, as of the Cutoff Date); and

(ii) Any late fees, deferral fees and other administrative fees
or similar charges paid by any Obligor pursuant to a 1998-C Contract
during the related Collection Period;

PROVIDED, HOWEVER, the Servicing Fee shall be paid out of cash flows and
in accordance with the priorities of payments specified in Section
3.01(c) of the 1998-C Securitization Trust Agreement

and the Servicer may be reimbursed for advancing certain Administrative
Expenses as provided in this 1998-C SUBI Servicing Supplement. Further,
as additional servicing compensation with regard to the 1998-C SUBI
Sub-Trust, the Servicer also shall receive income as and to the extent
provided in the 1998-C Securitization Trust Agreement.

The Servicing Rate Portion will be calculated and paid based
upon a 360-day year consisting of twelve 30-day months. The Servicer
shall pay all expenses incurred by it in connection with its servicing
activities hereunder and shall not be entitled to reimbursement of such
expenses except to the extent that such expenses (A) constitute
Charged-Off Vehicle Expenses, Matured Lease Vehicle Expenses or other
Liquidation Expenses, (B) as provided in Section 4.12 of this 1998-C SUBI
Servicing Supplement, are recoverable under an applicable Insurance
Policy, (C) constitute repayments from the related Obligor, as provided
in Section 4.08 of this 1998-C SUBI Servicing Supplement or (D) are
Uncapped Titling Trust Administrative Expenses or Uncapped Securitization
Trust Administrative Expenses reimbursed from Available Interest pursuant
to Section 3.01(c) of the 1998-C Securitization Trust Agreement. For so
long as there shall be only one Servicer for the Titling Trust, the
Servicing Fee shall be deemed to be an expense incurred with respect to
the Titling Trust Assets generally; if at any time the Servicer shall
only service some (but not all) Sub-Trusts, the Servicing Fee shall be
deemed to be an expense incurred with respect to that discrete group of
Titling Trust Assets contained in the Sub-Trusts the Servicer then
services.

(b) So long as TMCC is the Servicer, the Servicer may, by
notice to the Titling Trustee and the 1998-C Securitization Trustee on or
prior to any Determination Date, waive its Servicing Fee with respect to
the related Collection Period, if the Servicer believes that sufficient
collections will be available from Interest Collections on one or more
future Monthly Allocation Dates (other than from amounts on deposit in
the Reserve Fund) to pay such waived Servicing Fee, without interest. If
the Servicer waives such Servicing Fee, the Servicing Fee with respect to
such Collection Period shall be deemed to be zero for all purposes,
provided, however, that for purposes of Section 3.01(c)(iv) of the 1998-C
Securitization Trust Agreement, any such waived Servicing Fee thereafter
shall be treated as an unpaid Servicing Fee with respect to a prior
Collection Period (unless the Servicer continues to waive such Servicing).

4.08 REPOSSESSION AND SALE OF LEASED VEHICLES.

In accordance with the procedures used by the Servicer in
respect of any comparable leases and leased vehicles serviced by it for
its own account or the accounts of its Affiliates (including procedures
used in connection with new programs commenced in the ordinary course of
business, whether or not implemented on a test basis), the Servicer shall
use its commercially reasonable efforts to (i) repossess the 1998-C
Leased Vehicle related to any 1998-C Contract that the Servicer shall
have determined to be in default to the same extent the Servicer would
repossess a vehicle pursuant to a lease contract that is property of the
Servicer or (ii) otherwise take possession of any 1998-C Leased Vehicle
related to any 1998-C Contract to the same extent the Servicer would take
possession of a vehicle pursuant to a lease contract that is property of
the Servicer.

The Servicer shall, in accordance with the standards set forth
in the immediately preceding paragraph:

(a) follow such practices and procedures as it shall deem
necessary or advisable in its servicing of closed-end automobile and
light duty truck leases, which may include reasonable efforts to realize
upon any recourse to Dealers, consigning a 1998-C Leased Vehicle to a
motor vehicle dealer for resale or selling a 1998-C Leased Vehicle at
public or private sale; and

(b) sell or otherwise dispose of each 1998-C Leased Vehicle
that is repossessed in accordance with the related 1998-C Contract or
that becomes part of Matured Leased Vehicle Inventory for the 1998-C SUBI
Sub-Trust and, if such related 1998-C Contract is in default, shall
commence and prosecute any proceedings in respect of such 1998-C Contract
(and such 1998-C Leased Vehicle) in its own name or, if the Servicer
deems it necessary, in the name of the Titling Trustee, on behalf of the
Titling Trust.

The obligations of the Servicer under this Section are subject
to the provision that, in the event of damage to a 1998-C Leased Vehicle
from a cause for which the Obligor under the related 1998-C Contract was
not required to obtain casualty insurance or maintain such insurance in
full force and effect, the Servicer shall not be required to expend its
own funds in repairing such 1998-C Leased Vehicle unless it shall
reasonably determine that such restoration will increase Liquidation
Proceeds (net of Liquidation Expenses) of the related 1998-C Contract by
at least an equivalent amount. The Servicer shall only expend funds in
connection with the repossession and/or sale of any 1998-C Leased Vehicle
to the extent that it would do so in connection with the sale or
disposition of vehicles subject to lease contracts that are its own
property. The Servicer shall be responsible for all other costs and
expenses incurred by it in connection with any action taken in respect of
a 1998-C Contract or the related 1998-C Leased Vehicle; provided,
however, that it shall be entitled to reimbursement of such costs and
expenses to the extent they constitute Charged-Off Vehicle Expenses,
Matured Leased Vehicle Expenses or other Liquidation Expenses or expenses
recoverable under an applicable Insurance Policy. All Charged-off
Vehicle Proceeds, Matured Leased Vehicle Proceeds or other Liquidation
Proceeds and Insurance Proceeds (other than proceeds of the Residual
Value Insurance Policies, the rights to which are evidenced by the 1998-C
SUBI Insurance Certificate, which is the sole property of the Transferor)
shall be deposited and transferred as provided in Section 4.02 of this
1998-C Servicing Supplement. Notwithstanding the foregoing, in the event
the Servicer determines that, in accordance with its normal servicing
procedures, it will apply the Insurance Proceeds with respect to a
damaged or destroyed Leased Vehicle to the substitution of another
vehicle (for which the 1998-C Contract will remain in force, but will
relate to such substituted vehicle), the Servicer shall be permitted to
so apply such Insurance Proceeds and shall not report or treat such funds
as Insurance Proceeds hereunder. Any such substituted vehicle shall
thereafter be the relevant 1998-C Leased Vehicle and such vehicle shall
be the "related Leased Vehicle" or " related 1998-C Leased Vehicle" with
respect to such 1998-C Contract, for all purposes of the 1998-C SUBI
Sub-Trust.

Notwithstanding the foregoing, prior to transferring any such
funds out of its operating account, the Servicer shall first deduct
therefrom any unreimbursed Charged-Off Vehicle Expenses, Matured Leased
Vehicle Expenses or other Liquidation Expenses and expenses recoverable
under an applicable Insurance Policy. In connection with this Section,
the Titling Trustee, on behalf of the Titling Trust, shall grant to the
Servicer a power of attorney in the form attached as Exhibit C with
regard to the 1998-C Leased Vehicles, with full power of substitution.
The Servicer shall not conduct such a substitution other than in the
ordinary course of its business and on substantially the same terms as
are consistent with its past practices.

The Servicer is not required hereby to deduct from Charged-Off
Vehicle Proceeds, Matured Leased Vehicle Proceeds or other Liquidation
Proceeds or Insurance Proceeds with respect to any particular 1998-C
Leased Vehicle all related unreimbursed Charged-Off Vehicle Expenses,
Matured Leased Vehicle Expenses or other Liquidation Expenses or expenses
recoverable under an applicable Insurance Policy prior to transferring
such funds out of its operating account. Such expenses may instead be
reimbursed as provided in Section 4.02(h) of this 1998-C SUBI Servicing
Supplement.

4.09 SERVICER TO ACT ON BEHALF OF TITLING TRUST.

(a) In order to facilitate the servicing of the 1998-C SUBI
Sub-Trust by the Servicer, the Titling Trustee, on behalf of the Titling
Trust, hereby appoints the Servicer as its agent, bailee and custodian to
retain possession of the related Contract Documents, Title Documents and
any other related items that from time to time come into possession of
the Servicer, and the Servicer hereby accepts such appointment.

(b) The Servicer shall maintain each such Contract Document
and Title Document at its offices identified on the attached Schedule I,
or at such other office as shall be specified by the Servicer to the
Titling Trustee on 30 days' prior notice. The Servicer shall promptly
report to the Titling Trustee any failure on its part to retain
possession of any such Contract Documents or Title Documents and promptly
take appropriate action to remedy any such failure.

(c) Upon written instructions from the Titling Trustee, on
behalf of the Titling Trust, setting forth a reasonable basis therefor,
or in the exercise of its duties and powers hereunder, the Servicer shall
release any Contract Document, Title Document, or other related item to
the Titling Trustee or its agent or designee, as the case may be, at such
place or places as the Titling Trustee may designate, as soon as
practicable. The Servicer shall not be responsible for any loss
occasioned by the failure of the Titling Trustee to return any document
or any delay in doing so.

(d) The Servicer shall be deemed to have received proper
instructions with respect to any such Contract Document, Title Document,
any other related item or any Contract Record, upon its receipt of
written instructions by a Responsible Officer of the Titling Trustee. A
certified copy of a bylaw or a resolution of the Board of Directors of
the Titling Trustee shall constitute conclusive evidence of the authority
of any such Responsible Officer to act and shall

be considered in full force and effect until receipt by the Servicer of
written notice to the contrary given by the Titling Trustee.

(e) The Servicer shall identify from time to time all (i)
periodic sales and use tax or property (real or personal) tax reports,
(ii) periodic renewals of licenses and permits, (iii) periodic renewals
of qualification to act as a trust and a business trust and (iv) other
periodic governmental filing, registration or approvals (collectively,
"Filings") arising with respect to or required of the Titling Trust or
the Titling Trustee, including (in the case of clauses (ii) and (iv))
such licenses, permits, and other Filings as are required for the Titling
Trust or the Titling Trustee to accept assignments of 1998-C Contracts
and to be identified as the owner of 1998-C Leased Vehicles on their
Certificates of Title. The Servicer shall also identify any surety bonds
or other ancillary undertakings required of the Titling Trust or the
Titling Trustee in respect of any Filing. The Servicer shall timely
prepare and file, or cause to be filed, with the cooperation of the
Titling Trustee, on behalf of the Titling Trustee, or the Titling Trust
with the appropriate Person each Filing and each such ancillary
undertaking with a copy to the Titling Trustee. In connection with this
Section, the Titling Trustee, on behalf of the Titling Trust, shall grant
to the Servicer such authority, including without limitation any
necessary power of attorney in the form attached as Exhibit C, as it may
require in order to effect each such Filing and ancillary undertaking.
Should the Servicer at any time receive notice, or have actual knowledge,
of any non-compliance with any Filing requirement, it shall promptly so
notify the Titling Trustee.

(f) The Titling Trustee shall deliver to the Servicer and the
1998-C Securitization Trustee, promptly upon their execution and delivery
by the parties thereto, each amendment and supplement to the Titling
Trust Agreement as any such amendment and supplement relates to the
1998-C SUBI Sub-Trust. The Servicer shall not act contrary to any
provision of the Titling Trust Agreement as it relates to the 1998-C SUBI
Sub-Trust, as so amended or supplemented.

4.10 INDEMNIFICATION BY SERVICER.

The Servicer (for purposes of this Section, the "Indemnifying
Party") agrees to indemnify, defend and hold harmless the 1998-C
Securitization Trustee, the Titling Trustee and each of their respective
officers, directors, employees and agents (each an "Indemnified Party")
for any and all liabilities, losses, damages and expenses (including
without limitation reasonable fees and expenses of counsel) that may be
incurred by any Indemnified Party as a result of any act or omission by
the Servicer in connection with its maintenance and custody of the
Contract Documents, Title Documents, and Contract Records with respect to
1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C
Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of
this 1998-C SUBI Servicing Supplement or any other activity undertaken or
omitted by the Servicer with respect to any 1998-C SUBI Asset. Promptly
after receipt by an Indemnified Party under this Section of notice of the
commencement of any action, such Indemnified Party will, if a claim in
respect thereof is to be made against the Indemnifying Party under this
Section, notify the Indemnifying Party of the commencement thereof. In
case any such action is brought against any Indemnified Party and it
notifies the Indemnifying Party of the commencement thereof, the
Indemnifying Party will assume the defense thereof, with counsel

reasonably satisfactory to such Indemnified Party (who may, unless there
is, as evidenced by an opinion of counsel to the Indemnified Party
stating that there is an unwaivable conflict of interest, be counsel to
the Indemnifying Party), and the Indemnifying Party will not be liable to
such Indemnified Party under this Section for any legal or other expenses
subsequently incurred by such Indemnified Party in connection with the
defense thereof other than reasonable costs of investigation. The
obligations set forth in this Section shall survive the termination of
this 1998-C SUBI Servicing Supplement or the resignation or removal of
the Servicer (generally or with respect to the 1998-C SUBI Sub-Trust) or
the 1998-C Securitization Trustee.

4.11 THIRD PARTY CLAIMS.

The Servicer shall immediately notify the Transferor (in the
event that TMCC is not acting as the Servicer hereunder), the Titling
Trustee, on behalf of the Titling Trust, the 1998-C Securitization
Trustee, on behalf of the 1998-C Securitization Trust, and any other
holder of the 1998-C SUBI Certificate or 1998-C SUBI Insurance
Certificate upon its learning that a claim of whatever kind that would,
if proven or converted to judgment, have a material adverse impact on any
UTI Beneficiary, the Transferor, the Titling Trustee, the Titling Trust,
the 1998-C Securitization Trust, the 1998-C Securitization Trustee, the
Investor Certificateholders, any 1998-C SUBI Asset or the Servicer is
being made by a third party with respect to any 1998-C Contract or 1998-C
Leased Vehicle (whether or not included in the 1998-C SUBI Sub-Trust) or
the servicing thereof or with respect to any other Titling Trust Asset
(whether or not constituting a 1998-C SUBI Asset).

4.12 INSURANCE POLICIES.

So long as any 1998-C SUBI Certificates are outstanding, the
Servicer will maintain and pay when due all premiums with respect to, and
the Servicer may not terminate or cause the termination of the following
(all premiums with respect to which shall constitute Administrative
Expenses): (i) the Contingent and Excess Liability Insurance Policies
unless (A) one or more replacement insurance policies or binder(s) is
obtained providing coverage against third party claims that may be raised
against the Titling Trustee, on behalf of the Titling Trust, with respect
to any 1998-C Leased Vehicle included in the 1998-C SUBI Sub-Trust in an
amount at least equal to $10 million per claim, not subject to any annual
or aggregate cap (which policy or policies may be a blanket insurance
policy or policies covering the Servicer and one or more of its
Affiliates), or (B) each Rating Agency has delivered a letter to the
1998-C Securitization Trustee to the effect that the obtaining of any
such replacement insurance policy or policies, in and of itself, will not
cause its then-current rating of any of the Rated Certificates to be
qualified, reduced or withdrawn; or (ii) the Residual Value Insurance
Policies specified in clause (i) of the definition of Residual Value
Insurance Policies in the Annex of Supplemental Definitions, unless the
1998-C Contracts may properly be treated as finance leases for purposes
of generally accepted accounting principles, consistently applied, by
virtue of some reason other than maintenance of that policy, and the
Servicer has provided to the Titling Trustee and the 1998-C
Securitization Trustee an Officer's Certificate to that effect,
describing such reasons which shall be in accordance with GAAP. On or
before December 31 of each year, the Servicer

shall provide to the Titling Trustee one or more Officer's Certificates
(or certification by a duly authorized signatory of the Servicer)
certifying that the policies it is required to maintain pursuant to this
Section remain in full force and effect. The obligations of the Servicer
pursuant to this Section shall survive any termination of the Servicer's
obligations with respect to the 1998-C SUBI Sub-Trust under this 1998-C
SUBI Servicing Supplement.

4.13 SERVICER NOT TO RESIGN; ASSIGNMENT.

(a) Except as provided in Section 6.01 of this 1998-C SUBI
Servicing Supplement, the Servicer shall not resign from the duties and
obligations hereby imposed on it as Servicer except upon determination by
its Board of Directors (or the Executive Committee thereof) that by
reason of a change in applicable legal requirements the continued
performance by the Servicer of its duties as Servicer under this 1998-C
Servicing Supplement would cause it to be in violation of such legal
requirements in a manner that would result in a material adverse effect
on the Servicer or its financial condition, said determination to be
evidenced by a board resolution to such effect accompanied by an Opinion
of Counsel reasonably satisfactory to the Titling Trustee of Independent
counsel reasonably satisfactory to the Titling Trustee, to such effect.
No such resignation shall become effective unless and until a new
servicer is willing to service the 1998-C Contracts and enters into a
servicing agreement with the Titling Trustee, on behalf of the Titling
Trust, such agreement to have substantially the same provisions as this
Servicing Agreement except as provided in Section 4.13(b). The Titling
Trustee, on behalf of the Titling Trust, shall not unreasonably fail to
consent to such a servicing agreement.

(b) If the Servicer resigns in the circumstances contemplated
by clause (a) above, in addition to the requirements set forth therein,
the Opinion of Counsel required thereby also shall be reasonably
satisfactory to the 1998-C Securitization Trustee. The 1998-C
Securitization Trustee shall not unreasonably fail to consent to a
servicing agreement with a new servicer that proposes to enter into a
servicing agreement that meets the standards required by this 1998-C SUBI
Servicing Supplement. No such resignation shall affect the obligation of
the Servicer to remit moneys to the 1998-C SUBI Collection Account (in
lieu of unrecoverable insurance proceeds pursuant to Section 4.14), or
the obligations of the Servicer pursuant to Sections 3.03(a), 4.04 (until
such obligations are transferred to a successor Servicer pursuant to the
terms of this Agreement), 4.06(a), 4.10 or 4.12 of this 1998-C SUBI
Servicing Supplement. No successor Servicer shall be required to
undertake any of the foregoing, other than (i) the obligations set forth
in Section 4.04, to the extent that such obligations are transferred to a
successor Servicer pursuant to Section 6.01 of this 1998-C SUBI Servicing
Supplement, (ii) the obligation set forth in Section 4.06(a) of this
1998-C SUBI Servicing Supplement (which shall remain a joint and several
obligation of the initial Servicer and any successor Servicer) and (iii)
the obligations set forth in Section 4.10, which provision shall not
require indemnification by any successor Servicer for the actions of the
Servicer under this 1998-C SUBI Servicing Supplement. The Titling
Trustee shall give prompt notice to each Rating Agency of any such
resignation of the Servicer, and the Titling Trustee and 1998-C
Securitization Trustee and of the proposed substitute servicer.

(c) The Servicer may not assign this Servicing Agreement or
any of its rights, powers, duties or obligations hereunder; provided,
however, that the Servicer may assign this Servicing Agreement in
connection with a consolidation, merger, conveyance, transfer or lease
made in compliance with Section 4.15 of this 1998-C SUBI Servicing
Supplement.

(d) Except as provided above, the duties and obligations of
the Servicer under this 1998-C SUBI Servicing Supplement shall continue
until this 1998-C SUBI Servicing Supplement shall have been terminated as
provided in Section 7.01 of this 1998-C SUBI Servicing Supplement and
shall survive the exercise by the Titling Trustee, on behalf of the
Titling Trust, of any right or remedy under this 1998-C SUBI Servicing
Supplement or the enforcement by the Titling Trustee, on behalf of the
Titling Trust, of any provision of the Titling Trust Documents.

4.14 OBLIGOR INSURANCE COVERAGE IN RESPECT OF LEASED VEHICLES.

The Servicer shall use its normal servicing procedures
(including procedures used in connection with new programs commenced in
the ordinary course of business, whether or not implemented on a test
basis) to ensure that the Obligor under each Contract shall have, and
maintain in full force and effect during the term of such Contract, a
comprehensive, collision and property damage insurance policy covering
the actual cash value of the related Leased Vehicle and naming the
Titling Trust or the Titling Trustee on behalf of the Titling Trust as a
loss payee, as well as public liability, bodily injury and property
damage coverage in the amounts required by applicable state law or as set
forth in such Contract, and naming the Titling Trust or the Titling
Trustee on behalf of the Titling Trust as an additional insured.
Notwithstanding the foregoing, if an insurance policy names the Servicer
rather than the Titling Trust or the Titling Trustee on behalf of the
Titling Trust as loss payee or additional insured, the Servicer shall not
be required to correct such designation as long as the Servicer is
responsible for any increased deductibles under any Contingent and Excess
Liability Policy as provided in the following paragraph. Except as
otherwise set forth in this 1998-C SUBI Servicing Supplement or in any
other Transaction Document, the Servicer shall, on at least a monthly
basis, deposit into the 1998-C SUBI Collection Account any proceeds of
such Insurance Policy that the Servicer may receive with respect to any
1998-C Leased Vehicle.

In each case as to which a deductible is applicable under any
Contingent and Excess Liability Policy, the Servicer will pay the
deductible on behalf of the insured. The foregoing obligation of the
Servicer shall survive the resignation of the Servicer or any termination
of it as Servicer under this 1998-C SUBI Servicing Supplement pursuant to
Section 6.01 of this 1998-C SUBI Servicing Supplement.

4.15 CORPORATE EXISTENCE; STATUS; MERGER.

(a) The Servicer shall keep in full effect its existence,
rights and franchises (except as set forth in (b) below) as a California
corporation and will obtain and preserve its qualification to do business
as a foreign corporation in each jurisdiction in which such

qualification is required, whether by reason of the ownership or leasing
of property or the conduct of business, except where the failure to so
qualify would not have a material adverse effect on the condition,
financial or otherwise, or the earnings of the Servicer and its
subsidiaries considered as a whole, and in each jurisdiction in which
such qualification is or shall be necessary to protect the validity and
enforceability of, or to permit the Servicer to perform its obligations
under, the Transaction Documents.

(b) The Servicer shall not consolidate with or merge into any
other corporation or convey, transfer or lease all or substantially all
of its assets as an entirety to any Person without the prior written
consent of the Titling Trustee, on behalf of the Titling Trust, unless
(i) the corporation formed by such consolidation or into which the
Servicer has merged or the Person which acquires by conveyance, transfer
or lease all or substantially all the assets of the Servicer as an
entirety is (A) a citizen of or an entity organized and existing under
the laws of the United States or any State and (B) either executes and
delivers to the Titling Trustee, on behalf of the Titling Trust, an
agreement in form and substance reasonably satisfactory to the Titling
Trustee, that contains an assumption by such successor entity of the due
and punctual performance and observance of each covenant and condition to
be performed or observed by the Servicer under this 1998-C SUBI Servicing
Supplement and the other Transaction Documents or is so bound by
operation of law, or (ii) the Servicer is the surviving corporation
resulting from such consolidation or merger.

ARTICLE V
STATEMENTS AND REPORTS

5.01 REPORTING BY THE SERVICER.

(a) On or prior to the 25th day of each calendar month, the
Servicer shall cause to be delivered to the Titling Trustee a report in
respect of the prior calendar month, setting forth (i) any information
relating to the 1998-C Contracts or the related 1998-C Leased Vehicles
that normally would be available from a servicer of closed-end automobile
and light-duty truck leases and is reasonably requested by the Titling
Trustee and (ii) if required, any additional information required by the
terms of any Securitized Financing, and (iii) deliver such other reports,
Officer's Certificates or certificates from other authorized signatories
as may be necessary pursuant to this 1998-C SUBI Servicing Supplement to
document to the 1998-C Securitization Trustee the Servicer's right to any
further reimbursement of unreimbursed Servicer Expenses.

(b) On or prior to each Determination Date and each Transfer
Date, the Servicer shall deliver or cause to be delivered to the Titling
Trustee and the 1998-C Securitization Trustee a supplement to the
Schedule of 1998-C Contracts and 1998-C Leased Vehicles containing data
reflecting the addition or removal of 1998-C Contracts or 1998-C Leased
Vehicles from the 1998-C SUBI Portfolio as of the first day of the
current Collection Period (in the case of each Determination Date) or as
of the related Subsequent Cutoff Date (in the case of each Transfer
Date). Any such supplement shall contain, in addition to the data
required by the definition of the term "Schedule of Contracts and Leased
Vehicles", an identification of the Discounted

Principal Balance of each 1998-C Contract added or removed. Such reports
will be delivered by the Servicer to the 1998-C Securitization Trustee
and the Luxembourg Stock Exchange, at such times as set forth in Section
3.03 of the 1998-C Securitization Trust Agreement and will be made
available at the offices of each Paying Agent. In addition, the Servicer
shall, on or prior to each Determination Date, cause to be delivered to
the Titling Trustee, the 1998-C Securitization Trustee, the Swap
Counterparty, each Rating Agency and the Luxembourg Stock Exchange a
certificate in the name of the Servicer, executed by an officer or
authorized signatory therefor in respect of such Collection Period (the
"Servicer's Certificate") substantially in the form attached hereto as
Exhibit B (and setting forth such additional information as requested by
each Rating Agency from time to time and which information the Servicer
is able to reasonably provide), containing all information (other than
such information to be provided by the 1998-A Securitization Trustee
pursuant to Section 3.01(a) of the 1998-A Securitization Trust Agreement)
necessary to make the allocations and applications or payments required
by the 1998-C Securitization Trust Agreement in respect of the Collection
Period immediately preceding such Determination Date, including the
information needed to prepare the statement required by Section 3.03 of
the 1998-C Securitization Trust Agreement. Any person may obtain a copy
of a Servicer's Certificate at no charge at the office of any Paying
Agent or from the 1998-C Securitization Trustee upon written request, and
the 1998-C Securitization Trustee shall have no obligation to determine
whether such person is a Certificateholder.

(c) In addition, within a reasonable period of time after the
end of each calendar year during the term of the 1998-C Securitization
Trust Agreement, the Servicer will forward to the Titling Trustee, the
1998-C Securitization Trustee, the Swap Counterparty, each Paying Agent
and the Luxembourg Stock Exchange and the 1998-C Securitization Trustee
will make available to each Certificateholder, a statement, setting forth
the amounts described in clauses (ii) through (viii) in Section 3.03(a)
of the 1998-C Securitization Trust Agreement on an aggregate or
annualized basis, as appropriate as well as the amount paid in respect of
interest on and principal of each Class of Class A Certificates.

(d) Upon the occurrence of any Termination Event of which the
Servicer has actual knowledge, the Servicer shall give prompt written
notice thereof to the 1998-C Securitization Trustee, specifying the cause
or causes of such event.

5.02 ANNUAL ACCOUNTANTS' REPORTS.

Within 120 days after September 30 of each fiscal year for the
Servicer (commencing with the year ended September 30, 1999), the
Servicer shall deliver to the Titling Trustee, the 1998-C Securitization
Trustee and the UTI Beneficiary (if TMCC is no longer both the Servicer
and the UTI Beneficiary) a report prepared by the Independent Accountants
of the Servicer concerning their review of the activities of the Servicer
during the preceding 12-month period ended September 30 (or other
applicable period in the case of the first such report or letter) to the
effect that such accountants have reviewed certain records and documents
relating to the servicing of the 1998-C Contracts under this Agreement
(using procedures specified in such report or letter) and as a result of
such review, and in connection with such procedures, they are

reporting such exceptions, if any, as shall be set forth therein. Such
report or letter shall also indicate that the firm is independent with
respect to the Transferor and the Servicer within the meaning of the Code
of Professional Ethics of the American Institute of Certified Public
Accountants.

In the event such Independent Accountants require the 1998-C
Securitization Trustee to agree to the procedures performed by such firm,
the Servicer shall direct the 1998-C Securitization Trustee in writing to
so agree; it being understood and agreed that the 1998-C Securitization
Trustee will deliver such letter of agreement in conclusive reliance upon
the direction of the Servicer, and the 1998-C Securitization Trustee
makes no independent inquiry or investigation as to, and shall have no
obligation or liability in respect of, the sufficiency, validity or
correctness of such procedures.

5.03 OTHER CERTIFICATES AND NOTICES FROM SERVICER.

(a) Within 120 days after September 30 of each calendar year
(commencing with the fiscal year ended September 30, 1999), the Servicer
shall deliver an Officer's Certificate to the Titling Trustee and the
1998-C Securitization Trustee to the effect that a review of the
activities of the Servicer during the prior fiscal year (or since the
Closing Date in the case of the first such Officer's Certificate) has
been made under the supervision of the officer executing such Officer's
Certificate with a view to determining whether during such period the
Servicer has performed and observed all of its obligations under this
1998-C SUBI Servicing Supplement, and either (i) stating that, to the
best of his or her knowledge, no default by the Servicer under this
1998-C SUBI Servicing Supplement has occurred and is continuing, or (ii)
if such a default has occurred and is continuing, specifying such default
and the nature and status thereof.

(b) In the event the rating of the Servicer's long-term
unsecured debt obligations falls below Baa1 by Moody's or BBB+ for
Standard & Poor's as determined by a Rating Agency, then on a quarterly
basis, the Servicer shall cause to be delivered to the 1998-C
Securitization Trustee and each Rating Agency an Officer's Certificate
stating that neither the Titling Trust nor any of its ERISA Affiliates:
(i) maintains a Plan, which, as of its last valuation date, has any
unfunded current liability; (ii) anticipates that the value of the assets
of any Plan it maintains would not be sufficient to cover any Current
Liability; or (iii) is contemplating benefit improvements with respect to
any Plan then maintained by any such entity or the establishment of any
new Plan, either of which would cause any such entity to maintain a Plan
with Unfunded Current Liability.

5.04 TAX RETURNS.

As contemplated by Section 6.12 of the 1998-C Securitization
Trust Agreement, the Servicer shall direct the 1998-C Securitization
Trustee to prepare or cause to be prepared, on behalf of the Transferor,
any required federal tax information returns (in a manner consistent with
the treatment of the Investor Certificates as indebtedness). Also as
contemplated by Section 6.12 of the 1998-C Securitization Trust
Agreement, the Servicer shall timely prepare or cause to

be prepared any federal and state tax returns that may be required with
respect to the 1998-C Securitization Trust or the assets thereof and
shall timely deliver any such returns to the 1998-C Securitization
Trustee for signature.

ARTICLE VI
DEFAULT

6.01 EVENT OF SERVICING TERMINATION; TERMINATION OF SERVICER AS
TO 1998-C SUBI PORTFOLIO.

(a) "Events of Servicing Termination" as used herein shall
have the meaning set forth in the attached Annex of Supplemental
Definitions. Upon the occurrence of an event or circumstance of force
majeure, the Servicer shall not be relieved from using all commercially
reasonable efforts to perform its obligations in a timely manner, and the
Servicer shall provide to the Titling Trustee, the 1998-C Securitization
Trustee, the Transferor and the Investor Certificateholders prompt notice
of such failure or delay, together with a description of its efforts to
perform its obligations.

(b) If any Event of Servicing Termination shall have occurred
and be continuing, the Titling Trustee may or at the direction of the
1998-C Securitization Trustee shall (which direction will only be given
pursuant to Section 6.01(c)(iii) of the 1998-C Securitization Trust
Agreement), terminate all or a portion of the rights and powers of the
Servicer under this 1998-C SUBI Servicing Supplement, including all or a
portion of the rights of the Servicer to receive the servicing
compensation provided for in Section 4.07 of this 1998-C SUBI Servicing
Supplement with respect to all periods following such termination. Upon
any such termination, and subject to the limitations set forth in Section
4.13(b) of this 1998-C SUBI Servicing Supplement, all rights, powers,
duties and responsibilities of the Servicer under this 1998-C SUBI
Servicing Supplement, whether with respect to the related Contract
Documents, the related Title Documents or Contract Records, the Servicing
Fee or otherwise, so terminated shall vest in and be assumed by any
successor servicer appointed by the Titling Trustee pursuant to a
servicing agreement with the Titling Trustee, on behalf of the Titling
Trust, containing substantially the same provisions as this 1998-C SUBI
Servicing Supplement (including with respect to the compensation of such
successor servicer), and the Titling Trustee is hereby irrevocably
authorized and empowered to execute and deliver, on behalf of the
Servicer, as attorney-in-fact or otherwise, all documents and other
instruments (including any notices to Obligors deemed necessary or
advisable by the Titling Trustee), and to do or accomplish all other acts
or things necessary or appropriate to effect such vesting and assumption,
including, without limitation, directing some or all of the Obligors to
remit Monthly Payments, Prepayments and all other payments on or in
respect of the 1998-C Contracts and the 1998-C Leased Vehicles to an
account or address designated by the Titling Trustee or such new
servicer. Further, in such event, the Servicer shall use its
commercially reasonable efforts to effect the orderly and efficient
transfer of the servicing of the affected 1998-C Contracts to the new
servicer (including transfer of the Security Deposits being held by the
Servicer pursuant to Section 4.04 of this 1998-C SUBI Servicing
Supplement), and as promptly as practicable, the Servicer shall provide
to the new

servicer a current computer tape containing all information from the
Contract Records required for the proper servicing of the affected
Contracts, together with documentation containing any and all information
necessary for use of the tape.

(c) The Titling Trustee, on behalf of the Titling Trust, shall
upon the written direction of (i) if there is a UTI Pledge, the pledgee
thereof or, if not, the UTI Beneficiary, or (ii) 100% of the holders of
each of the 1998-C SUBI Certificate and 1998-C SUBI Insurance
Certificate, waive any default by the Servicer in the performance of its
obligations hereunder and its consequences with regard to the Sub-Trust
containing those Titling Trust Assets, as the case may be. Upon any such
waiver of a past default, such default shall cease to exist, and any
Event of Servicing Termination arising therefrom shall be deemed to have
been remedied for every purpose of this Servicing Agreement. No such
waiver shall extend to any subsequent or other default or impair any
right consequent thereon.

6.02 NO EFFECT ON OTHER PARTIES.

Upon any termination of the rights and powers of the Servicer
with respect to the 1998-C SUBI Sub-Trust from time to time pursuant to
Section 6.01 hereof, or upon any appointment of a successor to the
Servicer with respect to the 1998-C SUBI Sub-Trust, all the rights,
powers, duties and obligations of the Titling Trustee, the UTI
Beneficiary and the Transferor under this 1998-C SUBI Servicing
Supplement, the 1998-C Securitization Trust Agreement, the 1998-C SUBI
Supplement, or any other Trust Document shall remain unaffected by such
termination or appointment and shall remain in full force and effect
thereafter, except as otherwise expressly provided herein or therein.

ARTICLE VII
MISCELLANEOUS

7.01 TERMINATION OF AGREEMENT.

(a) In connection with any purchase by the Transferor of the
Investor Certificateholders' interest in the corpus of the 1998-C
Securitization Trust pursuant to Section 7.02 of the 1998-C
Securitization Trust Agreement, and the Transferor's then succeeding to
all of the interest in the 1998-C SUBI and if the UTI Beneficiary shall
thereafter succeed to such interest in the 1998-C SUBI, the Servicer,
upon the direction of the UTI Beneficiary as provided in Section 16.05 of
the 1998-C SUBI Supplement, shall reallocate all 1998-C Contracts, 1998-C
Leased Vehicles and related 1998-C SUBI Assets to the UTI Sub-Trust.

(b) Except as provided in this Section, the respective duties
and obligations of the Servicer and the Titling Trustee with respect to
the 1998-C SUBI shall terminate upon the termination of the 1998-C
Securitization Trust Agreement pursuant to Section 7.01 thereof. Upon
such a termination, the Servicer shall pay over to the Titling Trustee or
any other Person entitled thereto all monies held by the Servicer with
respect to the 1998-C SUBI Sub-Trust pursuant to this 1998-C SUBI
Servicing Supplement.

7.02 AMENDMENT.

(a) To the extent that any amendment or supplement deals with the
1998-C SUBI Sub-Trust, this 1998-C SUBI Servicing Supplement may be amended from
time to time in a writing signed by the Titling Trustee, on behalf of the
Titling Trust, the Trust Agent and the Servicer, with the prior written consent
of the 1998-C Securitization Trustee, on behalf of the 1998-C Securitization
Trust, which shall be given only in the circumstances contemplated by Section
9.01 of the 1998-C Securitization Trust Agreement.

(b) The Servicer shall provide each Rating Agency that rated the
Investor Certificates prior notice of the content of any proposed amendment to
this 1998-C SUBI Servicing Supplement, whether or not such amendment relates to
the 1998-C SUBI or requires approval of any Rating Agency.

(c) Any amendment to the Titling Trust Agreement that applies to or
affects the UTI or any Other SUBI, in addition to the 1998-C SUBI Sub-Trust
shall also be subject to the foregoing provisions of this Section 7.02.
Notwithstanding the foregoing, this Section 7.02 does not modify or supersede
any provision in the Titling Trust Agreement. Without limiting the foregoing,
any amendment of the Titling Trust Agreement or any other SUBI Servicing
Agreement that neither applies to nor affects the 1998-C SUBI shall not require
the consent of the 1998-C Securitization Trustee or the Beneficiaries of the
1998-C SUBI Certificate or the 1998-C SUBI Insurance Certificate.

7.03 GOVERNING LAW.

This 1998-C SUBI Servicing Supplement shall in all respects be
governed by and construed in accordance with the internal laws of the State of
Delaware, without reference to its conflicts of laws provisions, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws

7.04 NOTICES.

All demands, notices and communications hereunder shall be in
writing and shall be delivered or mailed by registered or certified
first-class United States mail, postage prepaid, hand delivery, any prepaid
courier service, or by telecopier, and addressed in each case as follows: (a)
if to TMCC or the Servicer (if the same as TMCC), at Toyota Motor Credit
Corporation, 00000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000,
Attention: Treasury Department--Corporate Treasury Manager (telecopier no.
(000) 000-0000); (b) if to the Titling Trustee, at 000 Xxxx Xxxxxx Xxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 (Telecopier No. (000) 000-0000), with a
copy to the principal Trust Agent designated by the Titling Trustee and (c)
if to the 1998-C Securitization Trustee, at 000 Xxxx Xxxxxx Xxxxx, Xxxxx
0000, Xxxxxxx, Xxxxxxxx 00000 (Telecopier No. (000) 000-0000. The Servicer,
the Titling Trustee or the 1998-C Securitization Trustee may change its
address for notices hereunder by giving notice of such change to the other
such Persons. All notices and demands (x) shall be deemed to have been

given upon delivery or tender of delivery thereof to any officer or other
duly authorized recipient of the Person entitled to receive such notices and
demands at the address of such Person for notices hereunder, (y) if given by
the Titling Trustee shall be deemed to have been given by all of the
beneficiaries of the Titling Trust and (z) if given by the 1998-C
Securitization Trustee shall be deemed to be given by the Investor
Certificateholders.

7.05 SEVERABILITY.

If one or more of the provisions of this 1998-C SUBI Servicing
Supplement shall be for any reason whatever held invalid or unenforceable,
such provisions shall be deemed severable from the remaining covenants,
agreements and provisions of this 1998-C SUBI Servicing Supplement, and such
invalidity or unenforceability shall in no way affect the validity or
enforceability of such remaining covenants, agreements and provisions, or the
rights of any parties hereto. To the extent permitted by law, the parties
hereto waive any provision of law that renders any provision of this 1998-C
SUBI Servicing Supplement invalid or unenforceable in any respect.

7.06 NO PETITION.

The Servicer covenants and agrees that prior to the date which is
one year and one day after the date upon which all obligations under each
Securitized Financing has been paid in full, it will not institute against,
or join any other Person in instituting against, the Transferor, 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. This Section shall survive the
termination of this Agreement or the resignation or removal of the Titling
Trustee under this Agreement.

7.07 INSPECTION AND AUDIT RIGHTS.

The Servicer agrees that, on reasonable prior notice, it will
permit any representative or designee of the Titling Trustee, on behalf of
the Titling Trust, during the normal business hours of the Servicer, to
examine all books of account, records, reports and other papers of the
Servicer relating to the Titling Trust Assets, to make copies and extracts
therefrom, to cause such books to be audited by Independent Accountants
selected by the Titling Trustee, and to discuss the affairs, finances and
accounts relating to the Titling Trust Assets with its officers, employees
and Independent Accountants (and by this provision the Servicer hereby
authorizes such Independent Accountants to discuss with such representatives
such affairs, finances and accounts), all at such reasonable times and as
often as may be reasonably requested. Such rights shall include, but shall
not be limited to, any off-site storage facilities at which any data
(including, without limitation, computerized records), together with all
operating software and appropriate documentation, may be held. The Titling
Trustee agrees to keep confidential all the confidential information of the
Servicer acquired during any such examination as if such information were its
own confidential information, except to the extent necessary for the

purposes of this 1998-C SUBI Servicing Supplement. The expenses incident to
the exercise by the Titling Trustee of any right under this Section shall be
reimbursable by the Servicer.

7.08 ARTICLE AND SECTION HEADINGS.

The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

7.09 EXECUTION IN COUNTERPARTS.

This 1998-C SUBI Servicing Supplement may be executed in any number of
counterparts, each of which so executed and delivered shall be deemed to be an
original, but all of which counterparts shall together constitute but one and
the same instrument.

7.10 RIGHTS CUMULATIVE.

All rights and remedies from time to time conferred upon or
reserved to the Titling Trustee, on behalf of the Titling Trust, the Servicer
or the 1998-C Securitization Trustee or to any or all of the foregoing are
cumulative, and none is intended to be exclusive of another. No delay or
omission in insisting upon the strict observance or performance of any
provision of this 1998-C SUBI Servicing Supplement, or in exercising any
right or remedy, shall be construed as a waiver or relinquishment of such
provision, nor shall it impair such right or remedy. Every right and remedy
may be exercised from time to time and as often as deemed expedient.

7.11 FURTHER ASSURANCES.

Each party will do such acts, and execute and deliver to any other
party such additional documents or instruments, as may be reasonably requested
in order to effect the purposes of this 1998-C SUBI Servicing Supplement and to
better assure and confirm unto the requesting party its rights, powers and
remedies hereunder.

7.12 THIRD-PARTY BENEFICIARIES.

This 1998-C SUBI Servicing Supplement, insofar as it relates to the
1998-C SUBI Sub-Trust, will inure to the benefit of and be binding upon the
parties hereto, their respective successors and permitted assigns, the 1998-C
Securitization Trustee, the Titling Trustee (on behalf of the Titling Trust),
and each of the holders of any legal or beneficial interest in the 1998-C SUBI
Certificate or the 1998-C SUBI Insurance Certificate (including without
limitation the 1998-C Securitization Trustee and the Certificateholders), who
shall be considered to be third-party beneficiaries hereof. Except as otherwise
provided in this 1998-C SUBI Servicing Supplement, no other Person will have any
right or obligation hereunder.

7.13 EFFECT OF 1998-C SUBI SERVICING SUPPLEMENT ON TITLING TRUST
AGREEMENT.

(a) Except as otherwise specifically provided herein: (i) the
parties shall continue to be bound by all provisions of the Titling Trust
Agreement; and (ii) the provisions set forth herein shall operate either as
additions to or modifications of the extant obligations of the parties under the
Titling Trust Agreement, as the context may require. In the event of any
conflict between the provisions of this 1998-C SUBI Servicing Supplement and the
Titling Trust Agreement with respect to the 1998-C SUBI, the provisions of this
1998-C SUBI Servicing Supplement shall prevail.

(b) For purposes of determining the parties' obligations under this
1998-C SUBI Servicing Supplement with respect to the 1998-C SUBI, general
references in the Titling Trust Agreement to: (i) a SUBI Account shall be
deemed to refer more specifically to a 1998-C SUBI Account; (ii) a SUBI Asset
shall be deemed to refer more specifically to a 1998-C SUBI Asset; (iii) an
appropriate or applicable SUBI Collection Account shall be deemed to refer more
specifically to the 1998-C SUBI Collection Account; (iv) an appropriate or
applicable SUBI Lease Funding Account shall be deemed to refer more specifically
to the 1998-C Lease Funding Account; (v) a SUBI Sub-Trust or SUBI Portfolio
shall be deemed to refer more specifically to the 1998-C SUBI Sub-Trust or
1998-C SUBI Portfolio, as the case may be; (vi) a SUBI Supplement shall be
deemed to refer more specifically to the 1998-C SUBI Supplement; and (vii) a
SUBI Servicing Supplement shall be deemed to refer more specifically to this
1998-C SUBI Servicing Supplement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers duly authorized as of the day and
year first above written.

TOYOTA MOTOR CREDIT CORPORATION,
as Servicer

By: /s/ XXXXXX X. XXXXX
-------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President and General
Manager

TOYOTA LEASE TRUST

By: TMTT, INC.,
as Titling Trustee

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

U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent

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

Acknowledged and Agreed:

TOYOTA AUTO LEASE TRUST 1998-C

By: U.S. Bank National Association,
as 1998-C Securitization Trustee

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

EXHIBIT A

SCHEDULE OF 1998-C CONTRACTS AND
1998-C LEASED VEHICLES AS OF THE INITIAL CUTOFF DATE

[Omitted. Copies on file with the Servicer, the Titling Trustee and the
1998-C Securitization Trustee.]

A-1

EXHIBIT B

FORM OF SERVICER'S CERTIFICATE

TOYOTA MOTOR CREDIT CORPORATION
Servicer's Certificate - Toyota Auto Lease Trust 1998-C
Allocation Date of _____ for the Collection Period of _______ through _________

Investor Interest Class A1
----------------- --------
Total Percent Balance Percent Notional Balance
----- ------- ------- ------- ----------------

ORIGINAL DEAL PARAMETER
-----------------------
Discounted Principal Balance
Aggregate Net Investment Value (ANIV)
Initial Notional/Certificate Balance
Percent of ANIV
Notional/Certificate Rate
Weighted Average Coupon (WAC)
Weighted Average Remaining Term (WAM)
Servicing Fee Percentage
Servicer Advance
Servicer Payahead
Reserve Fund:
Initial Deposit Amount
Specified Reserve Fund Percentage
Specified Reserve Fund Amount
Trigger Percentage
Trigger Amount
Number of Contracts
INPUT FROM PRIOR MONTHLY SERVICER'S CERTIFICATE
-----------------------------------------------
Aggregate Net Investment Value
Discounted Principal Balance
Notional Certificate Balance
Adjusted Notional/Certificate Balance
Percent of ANIV
Servicer Advances
Servicer Pay Ahead Balance
Maturity Advances Outstanding
Cumulative Credit Losses to Date
Cumulative Reimbursed Credit Loss
Cumulative Residual Value (Gain) Loss
Cumulative Reimbursed Residual Value Losses
Certificate Principal Loss Amount
Number of Current Contracts
Weighted Average Coupon (WAC)
Weighted Average Remaining Term (WAM)

END OF PERIOD BALANCES:
-----------------------
Aggregate Net Investment Value
Discounted Principal Balance
Notional Certificate Balance
Adjusted Notional/Certificate Balance
Percent of ANIV
Servicer Advances
Servicer Pay Ahead Balance
Maturity Advances Outstanding
Cumulative Credit Losses to Date
Cumulative Reimbursed Credit Loss
Cumulative Residual Value (Gain) Loss
Cumulative Reimbursed Residual Value Losses
Certificate Principal Loss Amount
Number of Current Contracts
Weighted Average Coupon (WAC)
Weighted Average Remaining Term (WAM)

Class A2 Class B Transferor Interest
-------- ------- -------------------
Percent Notional Balance Percent Balance Balance
------- ---------------- ------- ------- -------

TOYOTA MOTOR CREDIT CORPORATION
Servicer's Certificate - Toyota Auto Lease Trust 1998-C
Allocation Date of _____ for the Collection Period of _______ through _________

CURRENT MONTH COLLECTION ACTIVITY
---------------------------------

Principal Collections
Prepayments in Full - Number
Prepayments in Full - Amount
Reallocation - Number of Leases
Reallocation Payment
Interest Collections
Net Liquidation Proceeds and Recoveries
Increase (Decrease) in Maturity Advances
Net Liquidation Proceeds - Vehicle Sales
Reimbursed Certificate Principal Losses
Net Investment Income
----------------
Total Available

Increase (Decrease) in Servicer Advances
(Increase) Decrease in PayAheads Held

ANIV
CURRENT MONTH OPERATIONAL ACTIVITY Vehicles Balance
---------------------------------- -------- -------

INVENTORY ON HAND:
Matured Lease Vehicle Inventory
Repossessed Vehicle Inventory
---------------- ---------------
Total Inventory on Hand
---------------- ---------------
---------------- ---------------
RESIDUAL VALUE (GAIN) LOSS:
Matured Lease Vehicle Inventory Sold
Net Liquidation Proceeds
---------------
Net Residual Value (Gain) Loss
---------------
---------------
Cumulative Residual Value (Gain) Loss all periods
---------------
---------------
LIQUIDATION OF CHARGEOFFS AND REPOSSESSIONS:
Liquidated Contracts
Discounted Principal Balance
Net Liquidation Proceeds
Recoveries - Previously Liquidated Contracts
---------------
Aggregate Credit Losses for the Collection Period
---------------
---------------
Cumulative Credit Losses for all Periods
---------------
---------------
Repossessed in Current Period

Accounts Percent ANIV Percent
-------- ------- ---- -------

DELINQUENT CONTRACTS:
31-60 Days Delinquent
61-90 Days Delinquent
Over 90 Days Delinquent
----------------------------------------------------
Total Delinquencies
----------------------------------------------------
----------------------------------------------------

Amount
------
BEGINNING UNREINVESTED PRINCIPAL COLLECTIONS
Current Month Principal Collections
---------------
Total Available
Allocation to Subsequent Contracts and Lease Vehicles
---------------
---------------
Ending Unreinvested Principal Collections
---------------
---------------

Annual
CAPPED AND UNCAPPED EXPENSES: Amount Amount
----------------------------------

Capped Contingent and Excess Liability Premiums
Capped Titling Trust Administration Expenses
Capped Securitization Trust Administration Expenses
----------------------------------
Total Capped Expenses
Uncapped Titling Trust Administration Expenses
----------------------------------
Uncapped Securitization Trust Administration Expenses
Total Uncapped Expenses
Paid Expenses
Previous Unpaid Balance
Current Unpaid Balance

SERVICER'S FEE DUE:
Due from Previous Periods
Due for this Period
Paid this Period
Servicer's Fee Balance Due
SUPPLEMENTAL SERVICER'S FEES

Average Average
Number Scheduled Sale Net Liqudation Residual
Sold Maturities Ratio Proceeds Value
---- ---------- ----- -------- -----

MATURED VEHICLES SOLD FOR
EACH COLLECTION PERIOD:
Second Preceding Collecton Period
First Preceding Collection Period
Current Collection Period
Three Month Average

Ratio of 3 Month Average Net Liquidation Proceeds to Average Residual Value
for the Current Collection Period

Annualized Average
Charge-Off
Rate
------------------

RATIO OF NET CREDIT LOSSES TO THE AVERAGE POOL BALANCE
FOR EACH COLLECTION PERIOD:
Second Preceding Collection Period
First Preceding Collection Period
Current Collection Period
Three Month Average
Trigger Indicator (1.25%)

RATIO OF NUMBER OF CONTRACTS DELINQUENT 60 DAYS OR MORE TO THE OUTSTANDING
NUMBER OF RECEIVABLES AS OF EACH COLLECTION PERIOD (INCLUDES REPOSSESSIONS):
Second Preceding Collection Period
First Preceding Collection Period
Current Collection Period
Three Month Average
Trigger Indicator (1.25%)

Total
RESERVE FUND: Amount
------

Beginning Balance
Withdrawal Amount / /
Transferor Excess
--------------
Ending Balance
Specified Reserve Fund Balance
--------------
Release to Transferor
Cumulative Withdrawal Amount

B-2

TOYOTA MOTOR CREDIT CORPORATION
Servicer's Certificate - Toyota Auto Lease Trust 1998-C
Allocation Date of _____ for the Collection Period of _______ through _________

Investor Interest Class A1
Percent Balance Percent Balance
------- ------- ------- -------

NOTIONAL/CERTIFICATE INTEREST ACCRUAL AMOUNT
--------------------------------------------
INTEREST:
---------
Interest Collections
Net Investment Income
Non-recoverable Advances
-----------
Available Interest
Class A-1 and A-2 Notional Interest Accrual Amount
Unreimbursed Swap Interest Shortfall
Interest Accrual for Adjusted Class B Certificat Bal.
Class B Interest Carryover Shortfall
Servicer's Fee
Capped Expenses
Interest Accrual on Class B Cert. Princ. Loss Amt.
Uncapped Expenses
----------- ----------- -----------
Total Unallocated Interest
Excess Interest to Transferor
----------- ----------- -----------
Net Interest Collections Available
Deposit to Reserve Fund / /
-----------
Withdrawal from Reserve Fund
-----------

PRINCIPAL:
----------
Certificate Principal Loss Amounts:
Current Loss Amount
Loss Reimbursement from Transferor
Loss Reimbursement from Reserve Fund
----------- ----------- -----------
Tranferor Ending Certificate Princ. Loss Amount

Principal Allocations:
Principal Collections
Liquidated Contracts
Accelerated Principal Distribution Amount
Maturity Advances
Carryover Shortfall
Prior Carryover Shortfall
Total Carryover Shortfall
Withdrawal from Reserve Fund
B Certificate Principal Subordinated Inc (Dec)
----------- ----------- -----------
Total Principal Reinvested
----------- ----------- -----------
Total Principal Allocated
----------- ----------- -----------

CLASS A CERTIFICATE PRINCIPAL LOSS AMOUNTS
------------------------------------------
Beginning Balance
Current increase (decrease)
-----------
Ending Balance
-----------
CLASS A INTEREST SUBORDINATED:
------------------------------
Beginning Balance
Current increase (decrease)
-----------
Ending Balance
-----------
CLASS B CERTIFICATE PRINCIPAL LOSS AMOUNTS
------------------------------------------
Beginning Balance
Current increase (decrease)
-----------
Ending Balance
-----------
CLASS B INTEREST SUBORDINATED:
------------------------------
Beginning Balance
Current increase (decrease)
-----------
Ending Balance
-----------

Class A2 Class B Transferor Interest
-------- ------- -------------------
Percent Balance Percent Balance Interest Principal
------- ------- ------- ------- -------- ---------

Withdrawal from Reserve Fund

Principal Allocations:
Principal Collections
Liquidated Contracts
Accelerated Principal Distribution Amount
Maturity Advances
Carryover Shortfall
Prior Carryover Shortfall
Total Carryover Shortfall
Withdrawal from Reserve Fund
B Certificate Principal Subordinated Inc (Dec)
----------- ----------- ---------------------
Total Principal Reinvested
----------- ----------- ---------------------
Total Principal Allocated
----------- ----------- ---------------------

CLASS A CERTIFICATE PRINCIPAL LOSS AMOUNTS
------------------------------------------
Beginning Balance
Current increase (decrease)

Ending Balance

CLASS A INTEREST SUBORDINATED:
------------------------------
Beginning Balance
Current increase (decrease)

Ending Balance

CLASS B CERTIFICATE PRINCIPAL LOSS AMOUNTS
-------------------------------------------
Beginning Balance
Current increase (decrease)

Ending Balance

CLASS B INTEREST SUBORDINATED:
------------------------------
Beginning Balance
Current increase (decrease)

Ending Balance

B-3

TOYOTA MOTOR CREDIT CORPORATION
Servicer's Certificate - Toyota Auto Lease Trust 1998-C
Allocation Date of _____ for the Collection Period of _______ through _________

Investor Interest Class A1 Class A2 Class B
Total Balance Balance Balance Balance

PRINCIPAL DISTRIBUTIONS/ALLOCATIONS:
Distribution - Current Period
Allocations - Current Period
Allocations - Not Disbursed Beginning of Period
Allocations - Not Disbursed End of Period
INTEREST DISTRIBUTIONS/ ALLOCATIONS:
Allocations - Not Disbursed Beginning of Period
Allocations - Current Period
Distributions - Current Period
-------- -------- -------- -------- -------
Allocations - Not Disbursed End of Period
-------- -------- -------- -------- -------
-------- -------- -------- -------- -------
INTEREST DISTRIBUTIONS TO CERTIFICATEHOLDERS:

Interest on Permitted Investments **
Collections - Interest *
Transfer (to) from Reserve Account
--------
Interest Allocations - Current Month
Permitted Investment Maturities **
-------- -------- -------- -------- -------
Total Interest Distributed to Certificateholders
-------- -------- -------- -------- -------

PRINCIPAL DISTRIBUTIONS TO CERTIFICATEHOLDERS:

Collections - Principal
Transfer from Reserve Account
--------
Principal Allocations - Current Month
Permitted Investment Maturities
-------- -------- -------- -------- -------
Total Principal Distributed to Certificateholders
-------- -------- -------- -------- -------
TOTAL PRINCIPAL AND INTEREST DISTRIBUTED:
-------- -------- -------- -------- -------
-------- -------- -------- -------- -------

* Interest Collections wired from TMCC to the
Trust Collection Account.

** Total of these items represent principal
and interest on the TMCC demand notes and is
wired from TMCC to the Trust Certificateholder
Account.
Total Due Trustee
--------

B-4

INTEREST PAYMENTS:
Class Interest Rate for Current Interest Period
Interest Calculation for Current Interest Period
At Certificate Payment Date:
Paid to Swap Counterparty
Due to Swap Counterparty
Proration %
Interest Due to Investors
Interest Payment to Investors

SWAP SHORTFALL
Prior Swap Interest Shortfall Carryover
Swap Interest Shortfall Inc/(Dec) This Period
Swap Swap Interest Shortfall Carryover

INTEREST RESET:
Interest Rate
Number of Days
INTEREST FOR SUCCEEDING CERTIFICATE PAYMENT DATE

I hereby certify to the best of my knowledge that the
servicing report provided is true and correct.

------------------------------------------------
Xxxxx Xxxxxxx, Treasury Manager

B-5

EXHIBIT C

FORM OF POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS: That the Toyota Lease Trust, a Delaware
business trust qualified to do business in the State of California does
hereby make, constitute, and appoint the persons listed on the attached
SCHEDULE A, as Branch Managers for Toyota Motor Credit Corporation ("TMCC")
for the branch offices identified on the attached schedule (the "Branches"),
its true and lawful attorneys-in-fact for and in its name, stead and behalf,
for the following purpose only:

To execute or to designate, in writing, appropriate individuals to execute
Retail Motor Vehicle Lease Agreements (Non-Recourse) between Toyota Lease
Trust and various vehicle dealers in the territories customarily managed by
such Branch Manager's Branch

and for no other purpose whatsoever.

This Power of Attorney may be revoked by the Toyota Lease Trust by notice
in writing to the above-named attorneys-in-fact, in care of the Branch at the
Branch's place of business and this Power of Attorney shall immediately
terminate without notice if the above-named attorney-in-fact shall cease to
be an employee of TMCC at such Branch.

--------------------------------------------------------------------------------

This Power of Attorney shall terminate three (3) years from the date hereof
without further action by the Toyota Lease Trust unless it shall have been
revoked or terminated in accordance with the terms hereof prior to that date.

This Power of Attorney may be executed in any number of counterparts,
each of which so executed and delivered shall be deemed to be an original,
but all of which counterparts shall together constitute but one and the same
instrument.

Dated this ___________ day of _______________________, 1996.

TOYOTA LEASE TRUST

By TMTT, Inc., not in its individual capacity,
but solely as Trustee of Toyota Lease Trust

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

Countersigned
---------------------
Branch Manager

Not valid unless countersigned by
Toyota Motor Credit Corporation Branch Manager

C-1

SCHEDULE I

LIST OF BRANCH OFFICES

I-1

--------------------------------------------------------------------------------
BRANCHES
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Toyota Motor Credit Corporation
000 Xxxxxxxxxxxxx Xxxxxx, Xxx 000
XXXXXXXXX Xxxx Xxxxxx, XX 00000
--------------------------------------------------------------------------------
Toyota Motor Credit Corporation
0000 Xxxxxx Xxxxx Xxxx., Xxxxx 000
BATON ROUGE Xxxxx Xxxxx, XX 00000
--------------------------------------------------------------------------------
Toyota Motor Credit Corporation
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
XXXXXX-XXXXX Xxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
Toyota Motor Credit Corporation
0000 Xxxx Xxxx, Xxxxx Xxxxx
XXXXXX-XXXX Xxxxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
Toyota Motor Credit Corporation
0000 X. 00xx. Xxxxxx, Xxxxx 000
XXXXXXX Xxx Xxxxx, XX 00000-0000
--------------------------------------------------------------------------------
Toyota Motor Credit Corporation
000 Xxxxxxxxx, Xxxxx 000
XXXXXXX-XXXXX Xxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
Toyota Motor Credit Corporation
0000 Xxxxxxx Xxxx, Xxxxx 000
XXXXXXXXXX Xxxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
Toyota Motor Credit Corporation
000 Xxxx Xxxxxxxx Xxxx, Xxxxx 000
XXXXXX Xxxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
Toyota Motor Credit Corporation
0000 X. Xxxxxxx Xxxxxx, #000
XXXXXX Xxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
Toyota Motor Credit Corporation
00000 Xxxxxx Xxxxxxx, Xxxxx 000
XXXXXXX Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
Toyota Motor Credit Corporation
0000 Xxxx Xxxxx, Xxxxx 000
XXXXXX Xxxxxxx, XX 00000
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
BRANCHES
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Toyota Motor Credit Corporation
00000 Xxxxxxxxxx Xxxxx, Xxxxx 0000
XXXXXXX Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
Toyota Motor Credit Corporation
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
XXXXXX Xxxxxx, XX 00000
--------------------------------------------------------------------------------
Toyota Motor Credit Corporation
0000 X 000xx. Street, Suite 200
KANSAS CITY Xxxxxxxx Xxxx, XX 00000
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Toyota Motor Credit Corporation
000 X. Xxxxx Xxxxxxx Xxxx., Xxxxx 000
XXX XXXXXXX Xxxx, XX 00000
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Toyota Motor Credit Corporation
000 X. Xxxxxxxxxx Xxxxx, Xxxxx 000
XXX XXXXXXX-XXXXX Xxxxxxx, XX 00000
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Toyota Motor Credit Corporation
00000 Xxxxxx Xxxx, Xxxxx 000
XXX XXXXXXX-XXXX Xxxxxx Xxxxx, XX 00000
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Toyota Motor Credit Corporation
00 Xxxxxxx Xxx Xxxx, Xxxxx 000
XXXXXXXXXX Xxxxxxxxxx, XX 00000
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Toyota Motor Credit Corporation
000 Xxx Xxxxxxx Xxxx., Xxxxx 000
XXXXXXXXX Xxxxxxxxx, XX 00000
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Toyota Motor Credit Corporation
0000 Xxxxxxxxxx Xxxxxx, Xxxxxx Xxxxx
XXX XXXXX Xxxxxxx, XX 00000
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Toyota Motor Credit Corporation
0 Xxxxxxxx Xxxxx, Xxxxx 000
XXXXXXXXXX Xxxxxxxxxx, XX 00000
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Toyota Motor Credit Corporation
Xxx Xxxxxx Xxxxx Xxxxx, Xxxxx 000
XXXXXXXXXXXX Xxxxxxx, XX 00000
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Toyota Motor Credit Corporation
00000 Xxxxx 00xx Xxx., Xxxxx 000
XXXXXXX Xxxxxxx, XX 00000
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BRANCHES
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Toyota Motor Credit Corporation
0000 Xxxxxxx Xxxx, Xxxxx 000
XXXXXXXX Xxxx Xxxxxx, XX 00000
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000 Xxx Xxxxxx Xxxxxx, Xxx. 00
XXXXXX XXXX Xxxxxxx Xxx Xxx, 00000
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Toyota Motor Credit Corporation
0000 Xxxxxxxx Xxxxxxx, Xxxxx 000
XXXXXXXX Xxxxxxxx, XX 00000
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Toyota Motor Credit Corporation
0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxx. 0, #000
XXXXXXXXXX Xxxxxxxxxx, XX 00000
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Toyota Motor Credit Corporation
000 Xxxxxxx Xxxx, Xxxxx 000
XX. XXXXX Xxxxx Xxxxx, XX 00000
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Toyota Motor Credit Corporation
14100 San Xxxxx, Suite 000
XXX XXXXXXX Xxx Xxxxxxx, XX 00000
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Toyota Motor Credit Corporation
0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000
XXX XXXXX Xxx Xxxxx, XX 00000
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Toyota Motor Credit Corporation
0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000
XXX XXXXXXXXX Xxx Xxxxx, XX 00000
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Toyota Motor Credit Corporation
0000 Xxxxxxx Xxxx, Xxxxx 000
XXX XXXXXXXXX-XXXXX Xxxxxxx, XX 00000
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Toyota Motor Credit Corporation
0000 Xxxxxxx Xxx, Xxxxx 000
XXXXXXX Xxxxxxxx, XX 00000
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Toyota Motor Credit Corporation
000 Xxxxxx Xxxxxx, Xxxxx 000
XXXXXXXX Xxxxxxxx, XX 00000
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EQUIPMENT FINANCE & 00000 Xxxxx Xxxxxxx Xxxxxx
DIVERSIVIED PRODUCTS Xxxxxxxx, XX 00000-0000
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Toyota Motor Credit Corporation
00000 Xxxxxxxx Xxxxx
XXXXXXXXX Xxxxxxxx, XX 00000
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TOYOTA MOTOR CREDIT CORPORATION
Servicer's Certificate - Toyota Auto Lease Trust 1998-C
Allocation Date of Month 2x, 19xx for the Collection Period of
Month 1x

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1998-C SUBI SERVICING SUPPLEMENT to AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT Dated as of October 1, 1996 Among TMTT, INC., as Titling Trustee, TOYOTA MOTOR CREDIT CORPORATION, as Servicer, and U.S. BANK NATIONAL ASSOCIATION, as Trust Agent...

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