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TOYOTA LEASING, INC.
AND
U.S. NATIONAL ASSOCIATION, AS 1997-A SECURITIZATION TRUSTEE
TOYOTA AUTO LEASE TRUST 1997-A
AUTO LEASE ASSET-BACKED CERTIFICATES
INSTRUMENT OF AMENDMENT OF
1997-A SECURITIZATION TRUST AGREEMENT
Dated as of May 12, 2000
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TOYOTA AUTO LEASE TRUST 1997-A
AUTO LEASE ASSET-BACKED CERTIFICATES
INSTRUMENT OF AMENDMENT OF
1997-A 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 "1997-A Securitization Trustee"), is made
with respect to amending the 1997-A Securitization Trust Agreement, dated as of
September 1, 1997 (the "1997-A 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 1997-A 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 1997-A 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 1997-A Securitization Trust Agreement,
shall have the following definition:
"SPECIFIED RESERVE FUND BALANCE" means with respect to any
Monthly Allocation Date, $54,481,995 (4.425% of the Aggregate Net
Investment Value as of the Cutoff Date); provided, however that the
Specified Reserve Fund Balance shall in no
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event be more than the lesser of (1) the sum of the outstanding
principal amounts of each Class of Investor Certificates 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) $30,780,787.98 (or $61,561,575.96
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 following the second sentence of paragraph (c) 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 1997-A Securitization Trustee.
[Remainder of the page intentionally left blank.]
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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 1997-A Securitization Trustee
By: /s/ XXXXXXX XXXXX
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Name: Xxxxxxx Xxxxx
Title: Vice President
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