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TOYOTA LEASING, INC.
AND
U.S. NATIONAL ASSOCIATION, AS 1998-C SECURITIZATION TRUSTEE
TOYOTA AUTO LEASE TRUST 1998-C
AUTO LEASE ASSET-BACKED CERTIFICATES
INSTRUMENT OF AMENDMENT OF
1998-C SECURITIZATION TRUST AGREEMENT
Dated as of May 12, 2000
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TOYOTA AUTO LEASE TRUST 1998-C
AUTO LEASE ASSET-BACKED CERTIFICATES
INSTRUMENT OF AMENDMENT OF
1998-C SECURITIZATION TRUST AGREEMENT
THIS INSTRUMENT OF AMENDMENT, dated as of May 12, 2000 (the "Amendment"),
between Toyota Leasing, Inc. ("TLI"), in its capacity as transferor (the
"Transferor"), and U.S. Bank National Association ("U.S. Bank"), in its capacity
as the trustee (the "1998-C Securitization Trustee"), is made with respect to
amending the 1998-C Securitization Trust Agreement, dated as of December 1, 1998
(the "1998-C Securitization Trust Agreement"), between TLI and U.S. Bank.
RECITALS
WHEREAS, the parties hereto wish to enter into this Amendment in order
to amend and supplement certain provisions of the 1998-C Securitization Trust
Agreement to increase the size of the reserve fund; and
WHEREAS, TLI desires to fund the increased reserve fund by making a
capital contribution.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
SECTION 1. DEFINITIONS. For all purposes of this Amendment, unless
otherwise defined herein, all capitalized terms used herein shall have the
meanings attributed to them in the Annex of Definitions to the Titling Trust
Agreement, or the Annex of Supplemental Definitions to the 1998-B SUBI
Supplement.
SECTION 2. AMENDMENT TO SECTION 1.01. The following paragraph is added
following the first paragraph of Section 1.01:
Notwithstanding the foregoing paragraph, the term "Specified Reserve
Fund Balance," as used in this 1998-C Securitization Trust Agreement, shall have
the following definition:
"SPECIFIED RESERVE FUND BALANCE" means, with respect to any
Monthly Allocation Date, $70,761,437 (9.435% of the Aggregate Net
Investment Value as of the Cutoff Date); provided, however, that the
Specified Reserve Fund Balance shall in no event be more than the
lesser of (1) the Adjusted Investor Balance or (2) the greater of (A)
20% of the aggregate of the Residual Values of Contracts that are not
Matured Contracts as of the last day of the preceding Collection
Period or (B) $41,249,380.29 (or
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$48,749,267.61 if (i) the average of the Charge-off Rates for the
three preceding Collection Periods exceeds 1.25%, (ii) the average of
the Delinquency Percentages for the three preceding Collection Periods
exceeds 1.25%, or (iii) the Residual Value Test is not satisfied as of
the related Determination Date).
SECTION 3. AMENDMENT TO SECTION 3.02. The following sentence is added to
the end of the second sentence of paragraph (h) of Section 3.02:
Subsequent to the Closing Date, the Transferor may, at its
discretion, deposit cash or other property into the Reserve Fund on
any Business Day, provided that the Transferor receives prior written
consent from the 1998-C Securitization Trustee.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective officers as of the date first written
above.
TOYOTA LEASING, INC.,
as Transferor
By: /s/ XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
Title: President
U.S. BANK NATIONAL ASSOCIATION,
as 1998-C Securitization Trustee and
as Securities Intermediary
By: /s/ XXXXXXX XXXXX
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Name: Xxxxxxx Xxxxx
Title: Vice President
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