Execution Copy
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TOYOTA MOTOR CREDIT CORPORATION
TMTT, INC.,
as Titling Trustee of Toyota Lease Trust
and,
for Certain Limited Purposes only,
U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent
and,
U.S. Bank National Association ,
as 1998-B Securitization Trustee
1998-B SUBI SUPPLEMENT
TO
AMENDED AND RESTATED
TRUST AND SERVICING AGREEMENT
Dated as of September 1, 1998
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TABLE OF CONTENTS
ARTICLE XIV
[RESERVED]
ARTICLE XV
DEFINITIONS
15.01 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
ARTICLE XVI
CREATION AND TERMINATION OF TRUST INTERESTS
16.01 Initial Creation of 1998-B SUBI Sub-Trust and 1998-B SUBI. . . . . . . . .3
16.02 Rights in Respect of 1998-B SUBI.. . . . . . . . . . . . . . . . . . . . .5
16.03 Issuance and Form of SUBI Certificates.. . . . . . . . . . . . . . . . . .5
16.04 Filings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
16.05 Termination of 1998-B SUBI.. . . . . . . . . . . . . . . . . . . . . . . .7
16.06 Representations and Warranties of Titling Trustee. . . . . . . . . . . . .7
16.07 Resignation or Removal of Titling Trustee. . . . . . . . . . . . . . . . .7
ARTICLE XVII
ACCOUNTS; CASH FLOWS; PERMITTED INVESTMENTS
17.01 1998-B SUBI Collection Account.. . . . . . . . . . . . . . . . . . . . . .7
17.02 1998-B SUBI Lease Funding Account. . . . . . . . . . . . . . . . . . . . .9
17.03 Investment Gains and Losses. . . . . . . . . . . . . . . . . . . . . . . 10
17.04 Rebalancing After Third-Party Claim. . . . . . . . . . . . . . . . . . . 11
ARTICLE XVIII
MISCELLANEOUS PROVISIONS
18.01 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
18.02 Effect of 1998-B SUBI Supplement on Titling Trust Agreement. . . . . . . 11
18.03 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
18.04 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
18.05 Severability of Provisions.. . . . . . . . . . . . . . . . . . . . . . . 13
18.06 Counterparts.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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EXHIBITS
ANNEX OF SUPPLEMENTAL DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . .Annex I
EXHIBIT A Form of 1998-B SUBI Certificate. . . . . . . . . . . . . . . . . . .A-1
EXHIBIT B Form of 1998-B SUBI Insurance Certificate. . . . . . . . . . . . . .B-1
SCHEDULE I Schedule of 1998-B Contracts and 1998-B
Leased Vehicles as of the Cutoff Date. . . . . . . . . . . . . . . .S-1
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1998-B SUBI SUPPLEMENT TO
AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT
1998-B SUBI SUPPLEMENT TO AMENDED AND RESTATED TRUST AND SERVICING
AGREEMENT, dated and effective as of September 1, 1998, among TOYOTA MOTOR
CREDIT CORPORATION, a California corporation (in its capacities as Grantor, UTI
Beneficiary and Servicer, respectively), TMTT, INC., as Titling Trustee, for the
limited purposes of acknowledging the provisions of Sections 17.01, 17.02 and
17.03 and having rights under Section 18.03, U.S. BANK NATIONAL ASSOCIATION
(formerly known as First Bank National Association), a national banking
association, as Trust Agent, and for the limited purposes of the provisions of
Sections 17.01, 17.02, 17.03, and the rights under 18.03, in its capacity as
1998-B Securitization Trustee.
RECITALS
A. The Grantor, the Titling Trustee and the Trust Agent have entered
into the Titling Trust Agreement, pursuant to which the Grantor 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. The Titling Trust Agreement contemplates that certain of the
Titling Trust Assets, other than those previously identified on the Titling
Trust's books and records as Other SUBI Assets and allocated to a separate
SUBI Sub-Trust, may be allocated to a SUBI Sub-Trust and thenceforth
constitute SUBI Assets within such SUBI Sub-Trust, and that in connection
with any such allocation the Titling Trustee shall create a SUBI and issue
to, or to the order of, the UTI Beneficiary one or more SUBI Certificates
evidencing such SUBI, and the related SUBI Beneficiaries and their permitted
assignees generally will be entitled to the net cash flow arising from, but
only from, such SUBI Assets.
C. The parties hereto desire to supplement the terms of the Titling
Trust Agreement to cause the Titling Trustee to identify a SUBI Portfolio to
be designated the 1998-B SUBI Portfolio and allocate the related Titling
Trust Assets to the related 1998-B SUBI Sub-Trust, to create the related
1998-B SUBI and to create and issue to or to the order of the UTI Beneficiary
(i) a 1998-B SUBI Certificate, evidencing beneficial interests in the assets
of the 1998-B SUBI other than the proceeds of the Residual Value Insurance
Policies and (ii) a 1998-B SUBI Insurance Certificate, evidencing beneficial
interests in the assets of the 1998-B SUBI that are proceeds of the Residual
Value Insurance Policies insofar as such policies relate to the 1998-B Leased
Vehicles and the 1998-B Contracts, and to set forth the terms and conditions
thereof. It is the intention of the parties hereto that the 1998-B SUBI
Certificate and the 1998-B SUBI Insurance Certificate collectively represent
100% of the beneficial interests in the 1998-B SUBI.
D. The parties hereto desire to supplement the terms of the Titling
Trust Agreement relating to the establishment of the 1998-B SUBI Collection
Account.
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E. The parties hereto desire that, concurrently herewith, U.S. Bank
National Association, as securities intermediary (as defined in Section 8-102
of the UCC in effect on the date hereof in the State of New York (the "New
York UCC")) (in such capacity, the "SUBI Securities Intermediary"), establish
a securities account (as defined in Section 8-501 of the New York UCC) in the
name of and for the benefit of TMCC (the "TMCC SUBI Securities Account")
pursuant to that certain TMCC SUBI Account Control Agreement dated as of
September 1, 1998, between TMCC and the SUBI Securities Intermediary,
("Account Control Agreement") into which the 1998-B SUBI Certificate and the
1998-B SUBI Insurance Certificate will initially be transferred and held
until such time as TMCC directs the SUBI Securities Intermediary to debit the
TMCC SUBI Securities Account to reflect the transfer of the 1998-B SUBI
Certificate and/or the 1998-B SUBI Insurance Certificate, pursuant to a
financing transaction.
F. Concurrently herewith, the Titling Trustee, on behalf of the
Titling Trust, and the Servicer also will enter into the 1998-B Servicing
Supplement pursuant to which, among other things, the terms of the Titling
Trust Agreement will be supplemented insofar as they apply solely to the
servicing of the SUBI Sub-Trust created hereby to provide for further
specific servicing obligations that will benefit solely the SUBI
Beneficiaries with respect to the 1998-B SUBI created hereby.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and in the Titling Trust Agreement, 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 and provisions with regard to the 1998-B SUBI
Sub-Trust:
ARTICLE XIV
[RESERVED]
ARTICLE XV
DEFINITIONS
15.01 DEFINITIONS. For all purposes of this 1998-B SUBI 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
hereto for all purposes of this 1998-B SUBI Supplement. In the event of any
conflict between a definition set forth both in the Annex of Definitions and
in 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 definitions set forth
herein shall prevail. All terms used in this 1998-B SUBI 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-B
SUBI Supplement as a whole and not to any particular article or section
within this 1998-B SUBI 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
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deemed to mean the Titling Trustee, acting on behalf of Toyota Lease Trust
and all beneficiaries thereof.
ARTICLE XVI
CREATION AND TERMINATION OF TRUST INTERESTS
16.01 INITIAL CREATION OF 1998-B SUBI SUB-TRUST AND 1998-B SUBI.
(a) Pursuant to Section 3.01(c) of the Titling Trust Agreement,
Titling Trust Assets not already denominated as SUBI Assets with respect to a
different SUBI Sub-Trust may be identified and allocated as SUBI Assets of a
separate SUBI Sub-Trust at the direction of the UTI Beneficiary. The UTI
Beneficiary hereby directs the Titling Trustee to identify and allocate or
cause to be identified and allocated on the books and records of the Titling
Trust a separate portfolio of SUBI Assets (the "1998-B SUBI Assets")
consisting of (i) the Contracts and related Leased Vehicles listed on
Schedule I hereto and other related Titling Trust Assets to be accounted for
and held in trust independently from all other Titling Trust Assets within
the Titling Trust, including all Titling Trust Assets already identified and
allocated to any other SUBI Sub-Trust and from those remaining as assets of
the UTI Sub-Trust and (ii) the Subsequent Contracts, Subsequent Leased
Vehicles and related Titling Trust Assets to be allocated to the 1998-B SUBI
Sub-Trust pursuant to Section 3.02(a) of the 1998-B Servicing Supplement.
The assets of the 1998-B SUBI Sub-Trust established hereby shall consist
of: (i) those Contracts identified by contract number on Schedule I hereto
that are Eligible Contracts as of the Cutoff Date, including the related
rights of the Titling Trust as lessor under such Contracts, having an
Aggregate Net Investment Value as of the Cutoff Date of $1,099,937,045.30 and
those Contracts allocated to the 1998-B SUBI Sub-Trust pursuant to Section
3.02(a) of the 1998-B Servicing Supplement; (ii) the related Leased Vehicles
and all proceeds thereof, including each Certificate of Title and the Booked
Residual Value of each Leased Vehicle, whether realized through the exercise
by Obligors of purchase options under the Contracts, the proceeds of sale of
the Leased Vehicles to Dealers or third parties or through payments received
from any other Person (directly or indirectly) including as proceeds of any
related Insurance Policy (to the extent not applied to making repairs to the
related Leased Vehicle or otherwise paid to the Obligor, a third Person or
Governmental Authority by the Servicer as required by law or pursuant to its
normal servicing practices and, with respect to the Residual Value Insurance
Policies, net of any loss adjustment expenses that may be offset against such
proceeds pursuant to the terms of such Residual Value Insurance Policies
relating thereto); (iii) all of the Titling Trust's right, title, interest
and obligations (except such obligations that are specifically retained by
the Titling Trust pursuant to the terms of the Titling Trust Agreement) with
respect to such Contracts or Leased Vehicles, including the right to enforce
all Dealer repurchase obligations arising under Dealer Agreements and to
proceeds arising therefrom; (iv) any other rights under or other proceeds of
any Insurance Policy relating to such Contracts, Leased Vehicles or payments
of the related Obligors with respect thereto (to the extent not applied to
making repairs to the related Leased Vehicle or otherwise paid to the
Obligor, a third Person or Governmental Authority by the Servicer as required
by law or pursuant to its normal servicing practices and, with respect to the
Residual Value Insurance Policies net of any loss adjustment expenses that
may be offset against such proceeds pursuant to the terms of such Residual
Value Insurance Policies); (v) any portion
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of any Security Deposit actually and properly applied by the Servicer against
amounts due under the related Contract, to the extent not applied to making
repairs to the related Leased Vehicle or paid to the Obligor, a third Person
or Governmental Authority in accordance with the Servicer's normal servicing
practices; (vi) the 1998-B SUBI Collection Account, including all cash and
Permitted Investments therein and all income from the investment of funds
therein and (vii) all proceeds of any of the foregoing arising on or after
the Cutoff Date.
Based upon their identification and allocation by the Servicer pursuant
to the 1998-B Servicing Supplement, the Titling Trustee hereby identifies and
allocates as 1998-B SUBI Assets the portfolio of Contracts and Leased
Vehicles more particularly described on Schedule I hereto, and the related
Titling Trust Assets described above, each such 1998-B SUBI Asset to be
identified on the books and accounts of the Titling Trust as belonging to the
1998-B SUBI Portfolio.
(b) Pursuant to Section 3.01(c) of the Titling Trust Agreement,
the Titling Trustee hereby creates the 1998-B SUBI Sub-Trust and the 1998-B
SUBI. The 1998-B SUBI shall represent a specific undivided beneficial
interest solely in the 1998-B SUBI Sub-Trust and the 1998-B SUBI Assets.
(c) As required by Section 3.01(d) of the Titling Trust Agreement,
the UTI Beneficiary hereby certifies to the Titling Trustee that as of the
date of execution and delivery hereof: that (i) either there is no pledgee
of the UTI or each such pledgee of a UTI Pledge has received prior notice of
the creation of the 1998-B SUBI Sub-Trust and of the terms and provisions of
this 1998-B SUBI Supplement and of the related Securitized Financing and (ii)
as of the date hereof, and after giving effect to the creation of the 1998-B
SUBI Sub-Trust pursuant to Section 16.01(b), the issuance of the 1998-B SUBI
Certificate and 1998-B SUBI Insurance Certificate pursuant to Section
16.03(a), the transfer to, or to the order of, the UTI Beneficiary of the
1998-B SUBI Certificate and the 1998-B SUBI Insurance Certificate pursuant to
Section 16.03(b) and the Account Control Agreement specified in recital E
herein, and the application by the UTI Beneficiary of any net proceeds from
any Securitized Financing involving the 1998-B SUBI, the 1998-B SUBI
Certificate and/or the 1998-B SUBI Insurance Certificate, there is and will
be no default with respect to any Securitized Financing or other agreement or
obligation secured by a UTI Pledge.
(d) The parties hereto intend that, at any time during which the
1998-B SUBI Certificate and the 1998-B SUBI Insurance Certificate are held or
beneficially owned by a single Person, or by two or more Persons that are
treated as a single Person for federal income tax purposes, the 1998-B SUBI
Sub-Trust shall not constitute a separate entity for federal income tax
purposes or for state income or franchise tax purposes. However, at any time
that the 1998-B SUBI Certificate and the 1998-B SUBI Insurance Certificate
are held or beneficially owned by two or more Persons that are not treated as
a single Person for federal income tax purposes, the parties hereto intend
that the 1998-B SUBI Sub-Trust be characterized as a separate entity for
federal and state income tax purposes that shall qualify as a partnership for
such purposes. The 1998-B SUBI Sub-Trust shall not elect to be treated as an
association under Section 301.7701-3(a) of the regulations of the United
States Department of the Treasury for federal income tax purposes.
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(e) Each Beneficiary of the 1998-B SUBI Certificate and/or the
1998-B SUBI Insurance Certificate shall at all times maintain a minimum net
worth (excluding the value of the 1998-B SUBI Certificate and the 1998-B
Insurance Certificate held thereby and the value of any assets of the 1998-B
Securitization Trust established pursuant to the 1998-B Securitization Trust
Agreement) equal to at least $100,000; provided that such minimum net worth
requirement shall not apply to the 1998-B Securitization Trust or the 1998-B
Securitization Trustee.
16.02 RIGHTS IN RESPECT OF 1998-B SUBI.
Each holder of the 1998-B SUBI Certificate (including the 1998-B
Securitization Trustee, on behalf of the Holders of the securities issued by
the 1998-B Securitization Trust, after the transfer of the 1998-B SUBI
Certificate by the UTI Beneficiary to the Transferor and the subsequent
transfer of the 1998-B SUBI Certificate by the Transferor to the 1998-B
Securitization Trustee, on behalf of the 1998-B Securitization Trust) and the
1998-B SUBI Insurance Certificate is a third-party beneficiary of the Titling
Trust Agreement and this 1998-B SUBI Supplement, insofar as they apply to the
1998-B SUBI and the holder of the 1998-B SUBI Certificate or the 1998-B SUBI
Insurance Certificate. Therefore, to that extent, references in the Titling
Trust Agreement to the ability of any "holder of a SUBI Certificate",
"assignee of a SUBI Certificate" or the like to take any action shall also be
deemed to refer to the (i) 1998-B Securitization Trustee as holder of the
1998-B SUBI Certificate acting at its own instigation or upon the instruction
of Investor Certificateholders pursuant to the terms of Section 6.15 of the
1998-B Securitization Trust Agreement and (ii) the Transferor as holder of
the 1998-B SUBI Insurance Certificate.
16.03 ISSUANCE AND FORM OF SUBI CERTIFICATES.
(a) The 1998-B SUBI shall be represented by two SUBI Certificates
to be issued hereunder: (i) the 1998-B SUBI Certificate, evidencing
beneficial interests in the assets of the 1998-B SUBI other than proceeds of
the Residual Value Insurance Policies; and (ii) the 1998-B SUBI Insurance
Certificate, evidencing beneficial interests in the assets of the 1998-B SUBI
that are proceeds of the Residual Value Insurance Policies insofar as such
Insurance Policies relate to the 1998-B Leased Vehicles and the 1998-B
Contracts and are net of loss adjustment expenses that may be offset against
such proceeds pursuant to the terms of such Residual Value Insurance
Policies. The 1998-B SUBI Certificate and 1998-B SUBI Insurance Certificate
collectively represent 100% of the beneficial interests in the 1998-B SUBI
and the assets of the 1998-B SUBI Sub-Trust. The Titling Trustee is hereby
instructed to issue the 1998-B SUBI Certificate and the 1998-B SUBI Insurance
Certificate substantially in the forms of Exhibits A and B attached hereto,
with such letters, numbers or other marks of identification and such legends
and endorsements placed thereon as may, consistently herewith and with the
Titling Trust Agreement, be directed by the UTI Beneficiary.
The 1998-B SUBI Certificate and the 1998-B SUBI Insurance Certificate
may be printed, lithographed, typewritten, mimeographed, photocopied or
otherwise produced in any other manner as may, consistently herewith and with
the Titling Trust Agreement, be determined by the UTI Beneficiary. The
Titling Trustee is hereby directed to issue and register the 1998-B SUBI
Certificate and the 1998-B SUBI Insurance Certificate in the name of the SUBI
Securities
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Intermediary in such capacity, on behalf of and for the benefit of TMCC, and
to deliver such SUBI Certificates on the Closing Date to the SUBI Securities
Intermediary upon the order of TMCC.
(b) The 1998-B SUBI Certificate and 1998-B SUBI Insurance
Certificate initially shall be held in the TMCC SUBI Securities Account.
(c) TMCC shall direct the SUBI Securities Intermediary in writing
to effect the transfer of the 1998-B SUBI Certificate and the 1998-B SUBI
Insurance Certificate to the TLI SUBI Securities Account. Thereafter, the
Transferor shall direct the SUBI Securities Intermediary in writing to effect
the transfer of the 1998-B SUBI Certificate to the 1998-B SUBI Securities
Account. TLI shall not transfer the 1998-B SUBI Insurance Certificate in
connection with this transfer of the 1998-B SUBI Certificate.
(d) Pursuant to Section 3.01(g) of the Titling Trust Agreement,
the 1998-B SUBI Certificate may not be transferred or assigned except as
provided in connection with the termination of the 1998-B Securitization
Trust pursuant to Section 7.02 or 8.02 of the 1998-B Securitization Trust
Agreement, in each case subject to the assignee or pledgee (x) giving a
non-petition covenant substantially similar to that set forth in Section 6.14
of the Titling Trust Agreement, and (y) executing an agreement between or
among itself and each UTI Beneficiary and each SUBI Beneficiary of each SUBI
relating to another Sub-Trust, to release all claims to the Titling Trust
Assets allocated to the UTI Sub-Trust or to such other SUBI Sub-Trust and, in
the event that such release is not given effect, to fully subordinate all
claims it may be deemed to have against the Titling Trust Assets allocated
thereto (which agreement may be included in the 1998-B SUBI Certificate
itself). Notwithstanding the foregoing, the 1998-B SUBI Certificate may, at
any time, be transferred or assigned to TLI, TMCC, or any of their respective
affiliates.
The 1998-B SUBI Insurance Certificate shall not be transferred or
assigned except to a transferee or assignee who is (i) the holder of the
1998-B SUBI Certificate on the date of such transfer or (ii) TMCC, TLI or any
of their respective affiliates.
16.04 FILINGS.
The Grantor, the UTI Beneficiary (if different from the Grantor) and the
Titling Trustee, as directed by the Grantor or the UTI Beneficiary, will
undertake all other and future actions and activities as may be deemed
reasonably necessary by the Grantor or the UTI Beneficiary to perfect (or
evidence) and confirm the allocation of the 1998-B SUBI Assets to the 1998-B
SUBI Portfolio as provided herein, including filing or causing to be filed
UCC financing statements and executing and delivering all related filings,
documents or writings as may be deemed reasonably necessary by the Servicer
hereunder or under any other agreements or instruments relating to such
Securitized Financing. The Grantor hereby irrevocably makes and appoints
each of the Titling Trustee and the Servicer (in the case of the Servicer,
only for so long as such Servicer is acting in such capacity), and any of
their respective officers, employees or agents, as the true and lawful
attorney-in-fact of the Grantor (which appointment is coupled with an
interest and is irrevocable) with power to sign on behalf of the Grantor any
financing statements, continuation statements, security agreements,
mortgages, assignments, affidavits, letters of
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authority, notices or similar documents necessary or appropriate to be
executed or filed pursuant to this Section 16.04.
16.05 TERMINATION OF 1998-B SUBI.
In connection with any purchase by the Transferor of the Investor
Certificateholders' interest in the corpus of the 1998-B Securitization Trust
pursuant to Section 7.02 of the 1998-B Securitization Trust Agreement, and
the succession thereof to all of the interest in the 1998-B SUBI and 1998-B
SUBI Certificate, should all of the interest in the 1998-B SUBI thereafter be
transferred to the UTI Beneficiary, whether by sale or otherwise, then, upon
the direction of the UTI Beneficiary, the 1998-B SUBI shall be terminated,
the 1998-B SUBI Certificate and the 1998-B SUBI Insurance Certificate shall
be returned to the Titling Trustee and canceled thereby, and the Titling
Trustee, at the direction of the Servicer, shall reallocate all 1998-B
Contracts, 1998-B Leased Vehicles and related 1998-B SUBI Assets to the UTI
Sub-Trust.
16.06 REPRESENTATIONS AND WARRANTIES OF TITLING TRUSTEE.
The Titling Trustee hereby makes the same representations and warranties
set forth in Section 6.12 of the Titling Trust Agreement as of the date
hereof, on which the Grantor and UTI Beneficiary have relied in executing
this 1998-B SUBI Supplement and on which each of their permitted assignees
and pledgees, and each pledgee or holder of the 1998-B SUBI Certificate and
the 1998-B SUBI Insurance Certificate (and each Beneficiary of the 1998-B
SUBI Certificate and the 1998-B SUBI Insurance Certificate ) may rely.
16.07 RESIGNATION OR REMOVAL OF TITLING TRUSTEE.
No resignation or removal of the Titling Trustee pursuant to any
provision of the Titling Trust Agreement shall be effective unless and until
each Rating Agency has confirmed, in writing, that such resignation or
removal would not cause it to reduce, modify or withdraw its then current
rating of any class of securities issued by the 1998-B Securitization Trust.
ARTICLE XVII
ACCOUNTS; CASH FLOWS; PERMITTED INVESTMENTS
17.01 1998-B SUBI COLLECTION ACCOUNT.
(a) The 1998-B Securitization Trustee shall establish in its name,
and maintain with respect to the 1998-B SUBI, the 1998-B SUBI Collection
Account for the benefit of (a) the Beneficiaries of the 1998-B SUBI
Certificate, (b) the Beneficiaries of the 1998-B SUBI Insurance Certificate
to the extent proceeds of the Residual Value Insurance Policies are deposited
therein, and (c) to the extent provided below, the Titling Trustee, which
account shall constitute a SUBI Collection Account. The 1998-B SUBI
Collection Account initially shall be established with U.S. Bank National
Association, as 1998-B Securitization Trustee, and at all times shall be an
Eligible Account. In the event that the institution maintaining the 1998-B
SUBI Collection Account no longer meets the requirements stated in the
definition of Eligible Account, then the Servicer shall, with the 1998-B
Securitization Trustee's assistance as
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necessary, cause the 1998-B SUBI Collection Account to be moved to a bank or
trust company that satisfies those requirements. In connection with the
termination of the 1998-B Securitization Trust pursuant to Article VII of the
1998-B Securitization Trust Agreement, the 1998-B Securitization Trustee may
transfer the 1998-B SUBI Collection Account to the Trust Agent. The 1998-B
SUBI Collection Account shall relate solely to the 1998-B SUBI and the 1998-B
SUBI Sub-Trust, and funds therein shall not be commingled with any other
monies, except as otherwise provided for or contemplated in Article VII of
the Titling Trust Agreement as supplemented by this 1998-B SUBI Supplement or
the 1998-B Servicing Supplement. All amounts held in the 1998-B SUBI
Collection Account shall be invested in Permitted Investments until
distributed or otherwise applied in accordance with Article V of the Titling
Trust Agreement or Sections 17.01(b), 17.01(c), 17.01(d), 17.02, 17.03 or
17.04 of this 1998-B SUBI Supplement. The Titling Trustee shall be a
beneficiary of the SUBI Collection Account only to the extent that amounts
described in Sections 7.01(c) and 7.03 of the Titling Trust Agreement are not
paid or reimbursed to the Titling Trustee, pursuant to such sections from a
Lease Funding Account, or paid directly by the Servicer pursuant to the terms
of the 1998-B Securitization Trust Agreement; any such amounts shall be
withdrawn from the 1998-B SUBI Collection Account only for such purposes and
only to the extent set forth in Section 3.01 of the 1998-B Securitization
Trust Agreement, or as set forth in this Section 17.01(a) if the 1998-B SUBI
Collection Account has been transferred to the Trust Agent.
(b) The Servicer shall deposit into the 1998-B SUBI Collection
Account all amounts collected or received in respect of the 1998-B Contracts
and 1998-B Leased Vehicles (in each case exclusive of the proceeds of any
Residual Value Insurance Policies and amounts reinvested or to be reinvested
in Subsequent Contracts) and any Maturity Advance received from the
Transferor on or before the Deposit Date relating to each Collection Period
except as otherwise specified herein or in the 1998-B Servicing Supplement
(in connection with any failure to satisfy the Monthly Remittance
Conditions). Amounts so deposited will be applied by the 1998-B
Securitization Trustee or by the Servicer as specified in the 1998-B
Securitization Trust Agreement and the 1998-B Servicing Supplement.
It is the intent of the parties hereto that the proceeds of the Residual
Value Insurance Policies applicable to the 1998-B Leased Vehicles and the
1998-B Contracts will be payable by the Servicer (or the insurer under the
Residual Value Insurance Policies) directly to the holder of the 1998-B SUBI
Insurance Certificate and will not under any circumstances be subject to the
lien of the 1998-B Securitization Trust Agreement. If, notwithstanding the
foregoing, any such amounts are in fact deposited in any SUBI Account or
other account established by the Titling Trustee or the 1998-B Securitization
Trustee, then such amounts will be distributed to the holder of the 1998-B
SUBI Insurance Certificate by the Titling Trustee or the 1998-B
Securitization Trustee, as the case may be, on the next succeeding Monthly
Allocation Date at the written direction of the Servicer.
(c) Principal Collections and Interest Collections (which amounts
are exclusive of proceeds of the Residual Value Insurance Policies) that are
to be reinvested in Subsequent Contracts and Subsequent Leased Vehicles to be
included in the 1998-B SUBI Sub-Trust during the Revolving Period that are
not deposited into the 1998-B SUBI Collection
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Account on a Monthly Allocation Date, will be so reinvested by the Servicer
on a Transfer Date during the calendar month in which such Monthly Allocation
Date occurs as specified in Section 3.02(a) of the 1998-B Servicing
Supplement.
(d) From and after the date, if any, on which the Monthly
Remittance Conditions cease to be satisfied, the Servicer will deposit all
Principal Collections and Interest Collections (which amounts are exclusive
of proceeds of the Residual Value Insurance Policies) into the 1998-B SUBI
Collection Account as set forth in Section 4.02 of the 1998-B Servicing
Supplement within two Business Days of its receipt thereof, and such amounts
will thereafter be applied as described in Section 3.02 of the 1998-B
Servicing Supplement and Section 17.02 hereof, insofar as they are to be
reinvested in Subsequent Contracts and Subsequent Leased Vehicles, or
pursuant to Section 3.01 of the 1998-B Securitization Trust Agreement, as
appropriate.
17.02 1998-B SUBI LEASE FUNDING ACCOUNT.
Notwithstanding the provisions of Section 7.03 of the Titling Trust
Agreement, the Titling Trustee shall be required to establish and maintain
with respect to the 1998-B SUBI the 1998-B SUBI Lease Funding Account in the
name of the Titling Trustee, which account shall constitute a SUBI Lease
Funding Account; only in the event that the Monthly Remittance Conditions are
no longer satisfied. Such account shall be for the benefit of the
Beneficiaries of the 1998-B SUBI Certificate and 1998-B SUBI Insurance
Certificate (in the event that amounts relating to the Residual Value
Insurance Policies represented by the 1998-B SUBI Insurance Certificate are
in fact deposited in the 1998-B Lease Funding Account rather than paid
directly to the Holder of the 1998-B SUBI Insurance Certificate, as provided
in Section 17.01(b) hereof). Any such 1998-B SUBI Lease Funding Account
initially shall be established with U.S. Bank National Association, as Trust
Agent, and at all times shall be an Eligible Account. In the event that the
Trust Agent no longer meets the requirements stated in the definition of
Eligible Account, then the Servicer shall, with the Titling Trustee's
assistance as necessary, cause the 1998-B SUBI Lease Funding Account to be
moved to a bank or trust company that satisfies those requirements. The
1998-B SUBI Lease Funding Account shall relate solely to the 1998-B SUBI and
the 1998-B SUBI Portfolio, and funds therein shall not be commingled with any
other monies, except as otherwise provided for or contemplated in the Titling
Trust Agreement as supplemented by this 1998-B SUBI Supplement or the 1998-B
Servicing Supplement. All amounts held in the 1998-B SUBI Lease Funding
Account shall be invested in Permitted Investments until distributed or
otherwise applied in accordance with the Titling Trust Agreement, this 1998-B
SUBI Supplement or the 1998-B Servicing Supplement. All transfers of funds
into and out of the 1998-B SUBI Lease Funding Account shall be made in
accordance with Section 7.03 of the Titling Trust Agreement and Sections 3.02
and 4.02 of the 1998-B Servicing Supplement in connection with purchases of
Subsequent Contracts and Subsequent Leased Vehicles. Prior to the date, if
any, on which the Monthly Remittance Conditions cease to be satisfied, the
Servicer will instead be allowed to commingle the amounts to be reinvested in
additional Subsequent Contracts and Subsequent Leased Vehicles with its own
funds and to reinvest such amounts (by transfer of such amounts to the Lease
Funding Account or directly to
9
the UTI Beneficiary, as appropriate) without deposit into the 1998-B SUBI
Collection Account or 1998-B SUBI Lease Funding Account.
17.03 INVESTMENT GAINS AND LOSSES.
Except as otherwise provided herein, all or a portion of the funds
deposited into the 1998-B SUBI Accounts and the Lease Funding Account shall
be separately invested by the Titling Trustee or the 1998-B Securitization
Trustee, as applicable, from time to time at the written direction of the
Servicer, in any Permitted Investments. All income, gain or loss from
investment of monies in the 1998-B SUBI Lease Funding Account shall be for
the account of the Servicer and credited or debited, as the case may be, from
such account; provided, that, each such investment shall be made in the name
of the Titling Trustee on behalf of the Titling Trust, its nominee or its
Financial Intermediary. All income, gain or loss from investment of monies
in the Lease Funding Account shall be for the account of the UTI Beneficiary
and credited or debited, as the case may be, from such account; provided,
that, each such investment shall be made in the name of the Titling Trustee
on behalf of the Titling Trust, its nominee or its Financial Intermediary. If
at any time the Servicer shall not have given the Titling Trustee a timely
written investment directive with respect to the Lease Funding Account or the
1998-B Lease Funding Account, the Titling Trustee shall invest and reinvest
any monies in such account(s) in a mutual fund offered by the 1998-B
Securitization Trustee or an affiliate of the 1998-B Securitization Trustee,
each of which meet the requirements of clause (i) of the definition of
Permitted Investments, or of the Trust Agent or another affiliate of the
Titling Trustee, each of which meet the requirements of clause (i) of the
definition of Permitted Investments. All income gain or loss from investment
of monies in the 1998-B SUBI Certificateholders' Account shall be for the
account of the Certificateholders and credited or debited, as the case may
be, from such account(s) provided that each such investment shall be made in
the name of the 1998-B Securitization Trustee on behalf of the 1998-B
Securitization Trust, its nominee or its Financial Intermediary. All income
gain or loss from investment of monies in the 1998-B SUBI Collection Account
shall be for the account of the Servicer and credited and debited, as the
case may be, from such account; provided, that, each such investment shall be
made in the name of the 1998-B Securitization Trustee on behalf of the 1998-B
Securitization Trust, its nominee or Financial Intermediary. If at any time
the Servicer shall not have given the 1998-B Securitization Trustee a timely
written investment directive with respect to the 1998-B SUBI
Certificateholders Account or the 1998-B SUBI Collection Account, the 1998-B
Securitization Trustee shall invest and reinvest any monies in such
account(s) in a mutual fund offered by the 1998-B Securitization Trustee or
an affiliate of the 1998-B Securitization Trustee, each of which meet the
requirements of clause (i) of the definition of Permitted Investments. The
1998-B Securitization Trustee shall not be liable for the selection of
investments or for investment losses incurred thereon in accordance with the
instructions of the Servicer or as otherwise specified in this Section 17.03.
The 1998-B Securitization Trustee shall have no liabilities in respect of
losses incurred as a result of the liquidation of any investment prior to its
stated maturity or the failure of the Servicer to provide timely written
investment direction.
10
17.04 REBALANCING AFTER THIRD-PARTY CLAIM.
To the extent that a third-party Claim against Titling Trust Assets is
satisfied out of Titling Trust Assets in proportions other than as provided
in Section 3.04 of the Titling Trust Agreement, then, notwithstanding
anything to the contrary contained herein, the Titling Trustee, at the
direction of the Servicer, shall promptly identify and reallocate (or cause
the Servicer to identify and reallocate) the remaining Titling Trust Assets
among the UTI Sub-Trust and each of the SUBI Sub-Trusts, including the 1998-B
SUBI Sub-Trust, such that each shall bear the expense of such Claim as nearly
as possible as if the burden thereof had been allocated as provided in
Section 3.04 of the Titling Trust Agreement.
ARTICLE XVIII
MISCELLANEOUS PROVISIONS
18.01 GOVERNING LAW.
This 1998-B SUBI Supplement shall be created under and governed by and
construed under the internal laws of the State of Delaware, without regard to
any otherwise applicable principles of conflicts of laws, and the
obligations, rights and remedies of the parties hereunder shall be determined
in accordance with such laws.
18.02 EFFECT OF 1998-B SUBI 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-B SUBI Supplement and the
Titling Trust Agreement with respect to the 1998-B SUBI, the provisions of
this 1998-B SUBI Supplement shall prevail.
(b) For purposes of determining the parties' obligations under
this 1998-B SUBI Supplement with respect to the 1998-B SUBI, general
references in the Titling Trust Agreement to: (i) a SUBI Account shall be
deemed to refer more specifically to a 1998-B SUBI Account; (ii) a SUBI Asset
shall be deemed to refer more specifically to a 1998-B SUBI Asset; (ii) an
appropriate or applicable SUBI Collection Account shall be deemed to refer
more specifically to the 1998-B SUBI Collection Account; (iv) an appropriate
or applicable SUBI Lease Funding Account shall be deemed to refer more
specifically to a 1998-B SUBI Lease Funding Account; (v) a SUBI Sub-Trust or
SUBI Portfolio shall be deemed to refer more specifically to the 1998-B SUBI
Sub-Trust or 1998-B SUBI Portfolio, as the case may be; (vi) a SUBI
Supplement shall be deemed to refer more specifically to this 1998-B SUBI
Supplement; and (vii) a SUBI Servicing Supplement shall be deemed to refer
more specifically to the 1998-B Servicing Supplement.
11
18.03 AMENDMENT.
(a) The 1998-B SUBI Supplement and the Titling Trust Agreement may
be amended from time to time, to the extent such amendment applies to or
affects only the 1998-B SUBI or the Beneficiaries of the 1998-B SUBI
Certificate and 1998-B SUBI Insurance Certificate, by a writing signed by the
Titling Trustee, the UTI Beneficiary, each 1998-B SUBI Beneficiary and, to
the extent that any such amendment affects any obligation or interest of the
Trust Agent, the Trust Agent, in each case only with the prior written
consent of the 1998-B Securitization Trustee and upon prior written notice to
each Rating Agency that includes the substance of the proposed amendment.
Any amendment of the Titling Trust Agreement that applies to or affects the
UTI or any Other SUBI or any Beneficiary of the UTI or any Other SUBI in
addition to this 1998-B SUBI shall also be subject to the foregoing
provisions of this Section 18.03.
Notwithstanding the foregoing, this Section 18.03 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
Supplement that neither applies to nor affects the 1998-B SUBI, the 1998-B
SUBI Portfolio or the Beneficiaries of the 1998-B SUBI Certificate and 1998-B
SUBI Insurance Certificate shall not require the consent of the Beneficiaries
of the 1998-B SUBI Certificate, the 1998-B SUBI Insurance Certificate or of
the 1998-B Securitization Trustee.
18.04 NOTICES.
The notice provisions of the Titling Trust Agreement shall apply equally
to this Supplement; provided, that, any notice to the 1998-B Securitization
Trust or the 1998-B Securitization Trustee shall be addressed as follows:
U.S. Bank National Association
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Toyota Auto Lease Trust 1998-B
A copy of each notice or other writing required to be delivered to the
Titling Trustee pursuant to the Titling Trust Agreement or this 1998-B SUBI
Supplement shall be addressed and delivered as follows:.
U.S. Bank National Association
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Toyota Auto Lease Trust 1998-B
A copy of each notice or other writing required to be delivered to the
Titling Trustee pursuant to the Titling Trust Agreement shall also be
delivered to the 1998-B Securitization Trustee insofar as it relates to the
1998-B Securitization Trust.
12
18.05 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms of
this 1998-B SUBI Supplement shall be for any reason whatsoever held invalid,
then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of
this 1998-B SUBI Supplement and shall in no way affect the validity or
enforceability of the other provisions of this 1998-B SUBI Supplement or of
the 1998-B SUBI Certificate or the 1998-B SUBI Insurance Certificate or the
rights of the holders thereof. To the extent permitted by law, the parties
hereto waive any provision of law that renders any provision of this 1998-B
SUBI Supplement invalid or unenforceable in any respect.
18.06 COUNTERPARTS.
This 1998-B SUBI 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.
13
IN WITNESS WHEREOF, TMCC, the Titling Trustee and, solely for the
limited purposes set forth herein, U.S. Bank National Association, as Trust
Agent, have caused this 1998-B SUBI Supplement to be duly executed by their
respective officers as of the day and year first above written.
TOYOTA MOTOR CREDIT CORPORATION,
as Grantor, Servicer and UTI Beneficiary
By: /s/ XXXXXX X. XXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President and
General Manager
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
U.S. BANK NATIONAL ASSOCIATION,
as 1998-B Securitization Trustee and SUBI
Securities Intermediary
By: /s/ XXXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
STATE OF CALIFORNIA )
) ss.:
COUNTY OF LOS ANGELES )
On the 25th day of September 1998, before me, a notary public in and for
of the State of California, personally appeared Xxxxxx X. Xxxxx, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in the capacity or capacities indicated in the
within instrument, and that by his signature on the instrument the person, or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ XXXXXX XXXXXXXX
----------------------------------------
Notary Public
[Notary Seal]
STATE OF CALIFORNIA )
) ss.:
COUNTY OF LOS ANGELES )
On the 28th day of September 1998, before me, a notary public in and for
of the State of Illinois, personally appeared Xxxxxx X. Xxxxxxx, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in the capacity or capacities indicated in the
within instrument, and that by his signature on the instrument the person, or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ XXXXXXX XXXXXXX
----------------------------------------
Notary Public
[Notary Seal]
STATE OF CALIFORNIA )
) ss.:
COUNTY OF LOS ANGELES )
On the 28th day of September 1998, before me, a notary public in and for
of the State of Illinois, personally appeared Xxxxxx X. Xxxxxxx, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in the capacity or capacities indicated in the
within instrument, and that by his signature on the instrument the person, or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ XXXXXXX XXXXXXX
----------------------------------------
Notary Public
[Notary Seal]
STATE OF CALIFORNIA )
) ss.:
COUNTY OF LOS ANGELES )
On the 28th day of September 1998, before me, a notary public in and for
of the State of California, personally appeared Xxxxxx X. Xxxxxxx, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in the capacity or capacities indicated in the
within instrument, and that by his signature on the instrument the person, or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ XXXXXXX XXXXXXX
----------------------------------------
Notary Public
[Notary Seal]
SCHEDULE I
SCHEDULE OF 1998-B CONTRACTS AND
1998-B LEASED VEHICLES AS OF THE CUTOFF DATE
[Omitted. On file with the Servicer, the Titling Trustee and the 1998-B
Securitization Trustee.]
TOYOTA LEASE TRUST
1998-B SUBI CERTIFICATE
Evidencing a fractional undivided interest in specified SUBI assets
within the 1998-B SUBI Sub-Trust (as defined below).
This Certificate does not represent any obligation of, or an interest
in, Toyota Motor Credit Corporation, Toyota Motor Sales, U.S.A., Inc., TMTT,
Inc., Toyota Leasing, Inc. ("TLI") or any of their respective affiliates.
Number 1
THIS CERTIFIES THAT U.S. BANK NATIONAL ASSOCIATION, IN ITS CAPACITY AS
SECURITIES INTERMEDIARY, is the registered owner of a nonassessable,
fully-paid, fractional undivided interest in specified assets of the 1998-B
SUBI (the "1998-B SUBI") which in turn is comprised of interests in the
assets of the 1998-B SUBI Sub-Trust (the "1998-B Sub-Trust") of the Toyota
Lease Trust, a Delaware business trust (the "Titling Trust") formed by Toyota
Motor Credit Corporation, as Grantor and UTI Beneficiary (in such capacities,
the "Grantor" and the "UTI Beneficiary" respectively), and TMTT, Inc., a
Delaware corporation, as trustee (the "Titling Trustee") pursuant to a Trust
and Servicing Agreement, as the same was amended and restated pursuant to an
Amended and Restated Trust and Servicing Agreement (the "Titling Trust
Agreement"), each dated and effective as of October 1, 1996, among the
Grantor, the Titling Trustee, and, for certain limited purposes set forth
therein, U.S. Bank National Association (formerly known as First Bank
National Association), a national banking association, as trust agent (the
"Trust Agent"). A summary of certain of the provisions of the Titling Trust
Agreement is set forth below. Capitalized terms used and not otherwise
defined herein have the meanings ascribed thereto in the Titling Trust
Agreement and 1998-B SUBI Supplement.
This 1998-B SUBI Certificate and the 1998-B SUBI Insurance Certificate
are the only duly authorized SUBI Certificates issued under the 1998-B SUBI
Supplement to Amended and Restated Trust and Servicing Agreement (the "1998-B
SUBI Supplement") dated as of September 1, 1998, among the UTI Beneficiary,
the Titling Trustee, for certain limited purposes as set forth therein, the
Trust Agent and U.S. Bank National Association, as 1998-B Securitization
Trustee. This 1998-B SUBI Certificate is subject to the terms, provisions
and conditions of the Titling Trust Agreement and the 1998-B SUBI Supplement,
to which agreements any Beneficiary of this 1998-B SUBI Certificate or any
interest herein by virtue of the acceptance hereof or of any interest herein
hereby assents and by which such SUBI Beneficiary is bound.
Also issued or to be issued under the Titling Trust Agreement are
various other series of certificates evidencing undivided interests in other
Sub-Trusts of the Titling Trust. A single UTI Certificate, representing 100%
of the beneficial interests in the UTI, the 1997-A SUBI Certificate,
representing 100% of the beneficial interests in the 1997-A SUBI and the
1997-A
1
SUBI Sub-Trust, and the 1998-A SUBI Certificate and 1998-A SUBI Insurance
Certificate, collectively representing 100% of the beneficial interests in
the 1998-A SUBI and the 1998-A SUBI Sub-Trust have been issued to the UTI
Beneficiary prior to the date of the initial issue of this 1998-B SUBI
Certificate. SUBI Certificates representing 100% of the undivided interests
in each other SUBI to be formed will be issued in connection with the
formation of each related SUBI Sub-Trust.
The property of the Titling Trust is identified in the Titling Trust
Agreement and the property of the 1998-B SUBI Sub-Trust is identified in the
1998-B SUBI Supplement. Pursuant to the 1998-B SUBI Supplement, the 1998-B
SUBI Assets were identified and allocated on the records of the Titling Trust
as a separate SUBI Sub-Trust (the "1998-B SUBI Sub-Trust"), and the
beneficial interest in the 1998-B SUBI Sub-Trust was designated as a separate
SUBI known as the "1998-B SUBI". The assets of the 1998-B SUBI Sub-Trust are
represented by two SUBI Certificates: (i) this 1998-B SUBI Certificate
evidencing beneficial interests in all the 1998-B SUBI Assets other than the
proceeds of the Residual Value Insurance Policies; and (ii) the 1998-B SUBI
Insurance Certificate evidencing beneficial interests in the 1998-B SUBI
Assets that are proceeds of the Residual Value Insurance Policies, net of any
loss adjustment expenses that may be offset against such proceeds. Any
holder of the 1998-B SUBI Certificate or the 1998-B SUBI Insurance
Certificate shall be considered a 1998-B SUBI Beneficiary. The rights of the
Beneficiaries of this 1998-B SUBI Certificate and the 1998-B SUBI Insurance
Certificate to certain of the proceeds of the 1998-B SUBI Assets are and will
be further set forth in the Titling Trust Agreement and the 1998-B SUBI
Supplement.
This 1998-B SUBI Certificate is limited in right of payment to certain
collections and recoveries respecting the Contracts (and the related
Obligors) and the Leased Vehicles allocated to the 1998-B SUBI Sub-Trust, all
to the extent and as more specifically set forth in the Titling Trust
Agreement and the 1998-B SUBI Supplement. Copies of the Titling Trust
Agreement and the 1998-B SUBI Supplement may be examined during normal
business hours at the principal office of the Titling Trustee, and at such
other places, if any, designated by the Titling Trustee, by each 1998-B SUBI
Beneficiary upon request.
By accepting this 1998-B SUBI Certificate or any interest herein, the
related SUBI Beneficiary waives and releases any claim to any proceeds or
assets of the Titling Trustee and to all of the Titling Trust Assets other
than those from time to time included within the 1998-B SUBI Sub-Trust
(except for those evidenced by the 1998-B SUBI Insurance Certificate) and
those proceeds or assets derived from or earned by the 1998-B SUBI Assets
(except for those assets evidenced by the 1998-B SUBI Insurance Certificate
and the proceeds therefrom). In addition, by accepting this 1998-B SUBI
Certificate or any interest herein, the related SUBI Beneficiary hereby
expressly subordinates any claim or interest in or to any proceeds or assets
of the Titling Trustee and to all of the Titling Trust Assets other than
those from time to time included within the 1998-B SUBI Sub-Trust that may be
determined to exist in favor of such SUBI Beneficiary notwithstanding the
foregoing disclaimer to the rights and interests of each SUBI Beneficiary
with respect to Titling Trust Assets other than those included within the
1998-B SUBI Sub-Trust.
2
The 1998-B SUBI Supplement and the Titling Trust Agreement may be
amended from time to time, to the extent such amendment applies to or affects
only the 1998-B SUBI and the 1998-B SUBI Portfolio, by a writing signed by
the Titling Trustee, the UTI Beneficiary, each 1998-B SUBI Beneficiary, and,
to the extent that any such amendment affects any obligation or interest of
the Trust Agent, the Trust Agent, in each case only with the prior written
consent of the 1998-B Securitization Trustee and upon prior written notice to
each Rating Agency that includes the substance of the proposed amendment.
Any amendment of the Titling Trust Agreement or of any other SUBI Supplement
that applies to or affects any UTI or Other SUBI and this 1998-B SUBI shall
also be subject to the foregoing provisions. The foregoing does not apply to
any amendment of the Titling Trust Agreement or any other SUBI Supplement
that neither applies to nor affects the 1998-B SUBI or the 1998-B SUBI
Portfolio and such amendments shall not require the consent of any 1998-B
SUBI Beneficiary or the 1998-B Securitization Trustee. If approval of any
1998-B SUBI Beneficiary is required, any such consent shall be conclusive and
binding on such Beneficiary and on all future Beneficiaries hereof whether or
not notation of such consent is made upon this 1998-B SUBI Certificate.
As provided in the Titling Trust Agreement and the 1998-B SUBI
Supplement, this 1998-B SUBI Certificate and the underlying interests
represented hereby may not be transferred or assigned, except in accordance
with the provisions thereof.
Prior to due presentation of this 1998-B SUBI Certificate for
registration of a permitted transfer, the Titling Trustee, the certificate
registrar and any of their respective agents may treat the person or entity
in whose name this 1998-B SUBI Certificate is registered as the owner hereof
for the purpose of receiving distributions and for all other purposes, and,
except as provided for in the Titling Trust Agreement, neither the Titling
Trustee, the certificate registrar nor any such agent shall be affected by
any notice to the contrary.
Unless this 1998-B SUBI Certificate shall have been executed by an
authorized officer of the Titling Trustee, by manual signature, this 1998-B
SUBI Certificate shall not entitle the holder hereof to any benefit under the
Titling Trust Agreement or the 1998-B SUBI Supplement or be valid for any
purpose.
3
IN WITNESS WHEREOF, the Titling Trustee on behalf of the Titling Trust
and not in its individual capacity has caused this 1998-B SUBI Certificate to
be duly executed.
Dated: September 29, 1998
TOYOTA LEASE TRUST
By: TMTT, INC., as Titling Trustee
By:
------------------------------------
Authorized Officer
ATTEST:
----------------------------
4
TOYOTA LEASE TRUST
1998-B SUBI INSURANCE CERTIFICATE
Evidencing a fractional undivided interest in specified SUBI assets
within the 1998-B SUBI Sub-Trust (as defined below).
This Certificate does not represent any obligation of, or an interest
in, Toyota Motor Credit Corporation, Toyota Motor Sales, U.S.A., Inc., TMTT,
Inc., Toyota Leasing, Inc. ("TLI") or any of their respective affiliates.
Number 1
THIS CERTIFIES THAT U.S. BANK NATIONAL ASSOCIATION, IN ITS CAPACITY AS
SECURITIES INTERMEDIARY, is the registered owner of a nonassessable,
fully-paid, fractional undivided interest in specified assets of the 1998-B
SUBI (the "1998-B SUBI") which in turn is comprised of interests in the
assets of the 1998-B SUBI Sub-Trust (the "1998-B Sub-Trust") of the Toyota
Lease Trust, a Delaware business trust (the "Titling Trust") formed by Toyota
Motor Credit Corporation, as Grantor and UTI Beneficiary (in such capacities,
the "Grantor" and the "UTI Beneficiary" respectively), and TMTT, Inc., a
Delaware corporation, as trustee (the "Titling Trustee") pursuant to a Trust
and Servicing Agreement, as the same was amended and restated pursuant to an
Amended and Restated Trust and Servicing Agreement (the "Titling Trust
Agreement"), each dated and effective as of October 1, 1996, among the
Grantor, the Titling Trustee, and, for certain limited purposes set forth
therein, U.S. Bank National Association (formerly known as First Bank
National Association), a national banking association, as trust agent (the
"Trust Agent"). A summary of certain of the provisions of the Titling Trust
Agreement is set forth below. Capitalized terms used and not otherwise
defined herein have the meanings ascribed thereto in the Titling Trust
Agreement and 1998-B SUBI Supplement.
This SUBI Insurance Certificate and the 1998-B SUBI Certificate are the
only duly authorized SUBI Certificates issued under the 1998-B SUBI
Supplement to Amended and Restated Trust and Servicing Agreement (the "1998-B
SUBI Supplement") dated as of September 1, 1998, among the UTI Beneficiary,
the Titling Trustee, for certain limited purposes as set forth therein, the
Trust Agent and U.S. Bank National Association, as 1998-B Securitization
Trustee. This 1998-B SUBI Insurance Certificate is subject to the terms,
provisions and conditions of the Titling Trust Agreement and the 1998-B SUBI
Supplement, to which agreements any Beneficiary of this 1998-B SUBI Insurance
Certificate or any interest herein by virtue of the acceptance hereof or of
any interest herein hereby assents and by which such SUBI Beneficiary is
bound.
Also issued or to be issued under the Titling Trust Agreement are
various other series of certificates evidencing undivided interests in other
Sub-Trusts of the Titling Trust. A single UTI Certificate, representing 100%
of the beneficial interests in the UTI, 1997-A SUBI Certificate, representing
100% of the beneficial interests in the 1997-A SUBI and the 1997-A SUBI
Sub-Trust, and the 1998-A SUBI Certificate and 1998-A SUBI Insurance
Certificate, collectively
1
representing 100% of the beneficial interests in the 1998-A SUBI and the
1998-A SUBI Sub-Trust have been issued to the UTI Beneficiary prior to the
date of initial issue of this 1998-B SUBI Certificate. SUBI Certificates
representing 100% of the undivided interests in each other SUBI to be formed
will be issued in connection with the formation of each related SUBI
Sub-Trust.
The property of the Titling Trust is identified in the Titling Trust
Agreement and the property of the 1998-B SUBI Sub-Trust is identified in the
1998-B SUBI Supplement. Pursuant to the 1998-B SUBI Supplement, the 1998-B
SUBI Assets were identified and allocated on the records of the Titling Trust
as a separate SUBI Sub-Trust (the "1998-B SUBI Sub-Trust"), and the
beneficial interest in the 1998-B SUBI Sub-Trust was designated as a separate
SUBI known as the "1998-B SUBI". The assets of the 1998-B SUBI Sub-Trust are
represented by two SUBI Certificates: (i) this SUBI Insurance Certificate
evidencing beneficial interests in the 1998-B SUBI Assets that are proceeds
of the Residual Value Insurance Policies net of any loss adjustment expenses
that may be offset against such proceeds; and (ii) the 1998-B SUBI
Certificate evidencing beneficial interests in all of the 1998-B SUBI Assets
other than the proceeds of the Residual Value Insurance Policies. Any holder
of the 1998-B SUBI Certificate or the 1998-B SUBI Insurance Certificate shall
be considered a 1998-B SUBI Beneficiary. The rights of the Beneficiaries of
this 1998-B SUBI Insurance Certificate and the 1998-B SUBI Certificate to
certain of the proceeds of the 1998-B SUBI Assets are and will be further set
forth in the Titling Trust Agreement and the 1998-B SUBI Supplement.
This 1998-B SUBI Insurance Certificate is limited in right of payment to
certain collections and recoveries respecting the Contracts (and the related
Obligors) and the Leased Vehicles allocated to the 1998-B SUBI Sub-Trust, all
to the extent and as more specifically set forth in the Titling Trust
Agreement and the 1998-B SUBI Supplement. Copies of the Titling Trust
Agreement and the 1998-B SUBI Supplement may be examined during normal
business hours at the principal office of the Titling Trustee, and at such
other places, if any, designated by the Titling Trustee, by each 1998-B SUBI
Beneficiary upon request.
By accepting this 1998-B SUBI Insurance Certificate or any interest
herein, the related SUBI Beneficiary waives and releases any claim to any
proceeds or assets of the Titling Trustee and to all of the Titling Trust
Assets other than those from time to time included within the 1998-B SUBI
Sub-Trust (except for those evidenced by the 1998-B SUBI Certificate) and
those proceeds or assets derived from or earned by the 1998-B SUBI Assets
that are proceeds of Residual Value Insurance Policies (except for those
evidenced by the 1998-B SUBI Certificate and the proceeds thereof). In
addition, by accepting this 1998-B SUBI Insurance Certificate or any interest
herein, the related SUBI Beneficiary hereby expressly subordinates any claim
or interest in or to any proceeds or assets of the Titling Trustee and to all
of the Titling Trust Assets other than those from time to time included
within the 1998-B SUBI Sub-Trust that may be determined to exist in favor of
such SUBI Beneficiary notwithstanding the foregoing disclaimer to the rights
and interests of each SUBI Beneficiary with respect to Titling Trust Assets
other than those included within the 1998-B SUBI Sub-Trust.
The 1998-B SUBI Supplement and the Titling Trust Agreement may be
amended from time to time, to the extent such amendment applies to or affects
only the 1998-B SUBI and the
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1998-B SUBI Portfolio, by a writing signed by the Titling Trustee, the UTI
Beneficiary, each 1998-B SUBI Beneficiary, and, to the extent that any such
amendment affects any obligation or interest of the Trust Agent, the Trust
Agent, in each case only with the prior written consent of the 1998-B
Securitization Trustee and upon prior written notice to each Rating Agency
that includes the substance of the proposed amendment. Any amendment of the
Titling Trust Agreement or of any other SUBI Supplement that applies to or
affects any UTI or Other SUBI and this 1998-B SUBI shall also be subject to
the foregoing provisions. The foregoing does not apply to any amendment of
the Titling Trust Agreement or any other SUBI Supplement that neither applies
to nor affects the 1998-B SUBI or the 1998-B SUBI Portfolio and such
amendments shall not require the consent of any 1998-B SUBI Beneficiary or
the 1998-B Securitization Trustee. If approval of any 1998-B SUBI
Beneficiary is required, any such consent shall be conclusive and binding on
such Beneficiary and on all future Beneficiaries hereof whether or not
notation of such consent is made upon this 1998-B SUBI Certificate.
As provided in the Titling Trust Agreement and the 1998-B SUBI
Supplement, this 1998-B SUBI Insurance Certificate and the underlying
interests represented hereby may not be transferred or assigned, except in
accordance with the provisions thereof.
Prior to due presentation of this 1998-B SUBI Insurance Certificate for
registration of a permitted transfer, the Titling Trustee, the certificate
registrar and any of their respective agents may treat the person or entity
in whose name this 1998-B SUBI Insurance Certificate is registered as the
owner hereof for the purpose of receiving distributions and for all other
purposes, and, except as provided for in the Titling Trust Agreement, neither
the Titling Trustee, the certificate registrar nor any such agent shall be
affected by any notice to the contrary.
Unless this 1998-B SUBI Insurance Certificate shall have been executed
by an authorized officer of the Titling Trustee, by manual signature, this
1998-B SUBI Insurance Certificate shall not entitle the holder hereof to any
benefit under the Titling Trust Agreement or the 1998-B SUBI Supplement or be
valid for any purpose.
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IN WITNESS WHEREOF, the Titling Trustee on behalf of the Titling Trust
and not in its individual capacity has caused this 1998-B SUBI Insurance
Certificate to be duly executed.
Dated: September 29, 1998
TOYOTA LEASE TRUST
By: TMTT, INC., as Titling Trustee
By:
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Authorized Officer
ATTEST:
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