EXHIBIT 20
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TMTT, INC.,
AND
TOYOTA MOTOR CREDIT CORPORATION,
AND
U.S. BANK NATIONAL ASSOCIATION
TOYOTA AUTO LEASE TRUST 1998-B
AUTO LEASE ASSET-BACKED CERTIFICATES
INSTRUMENT OF AMENDMENT OF
1998-B SUBI SERVICING SUPPLEMENT TO
AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT
Dated as of October 1, 1996
Dated as of March 31, 2001
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TOYOTA AUTO LEASE TRUST 1998-B
AUTO LEASE ASSET-BACKED CERTIFICATES
INSTRUMENT OF AMENDMENT OF
1998-B SUBI SERVICING SUPPLEMENT
THIS INSTRUMENT OF AMENDMENT, dated as of March 31, 2001 (the
"Amendment"), among TMTT, Inc. ("TMTT"), in its capacity as titling trustee (the
"Titling Trustee"), Toyota Motor Credit Corporation ("TMCC"), in its capacity as
Servicer (the "Servicer") and U.S. Bank National Association ("U.S. Bank"), in
its capacity as the trust agent (the "1998-B Trust Agent"), is made with respect
to amending the 1998-B SUBI Servicing Supplement to the Amended and Restated
Trust and Servicing Agreement, dated as of September 1, 1998 (the "1998-B SUBI
Servicing Supplement"), among TMTT, TMCC and U.S. Bank.
RECITALS
WHEREAS, TMCC has changed the date of its fiscal year end from
September 30 to March 31, and desires to cause the fiscal year end dates for its
subsidiaries (including TMCRC) and for each securitization trust formed thereby
to be changed so as to remain consistent with that of TMCC; and
WHEREAS, the parties hereto wish to enter into this Amendment
in order to amend and supplement certain provisions of the 1998-B SUBI Servicing
Supplement to effect such changes and to modify the dates on which the Servicer
is required to deliver certain certificates and reports as to which such change
is relevant;
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 attached to the 1998-B SUBI
Supplement.
SECTION 2. AMENDMENT TO SECTION 5.02. The first sentence of the first
paragraph of Section 5.02 is amended to read as follows:
"Within 120 days after March 31 of each fiscal year for the
Servicer (commencing with the year ended March 31, 2001), the Servicer shall
deliver to the Titling Trustee, the 1998-B Securitization Trustee and the UTI
Beneficiary (if TMCC is no longer both
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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 March 31 (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 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."
SECTION 3. AMENDMENT TO SECTION 5.03(a). Section 5.03(a) is amended
to read as follows:
"Within 120 days after March 31 of each calendar year
(commencing with the year ended March 31, 2001), the Servicer shall deliver
an Officer's Certificate to the Titling Trustee and the 1998-B Securitization
Trustee to the effect that a review of the activities of the Servicer during
the prior calendar year (or since the commencement of the Titling Trust 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-B SUBI Servicing Supplement,
and either (i) stating that, to the best of his or her knowledge, no default
by the Servicer under this 1998-B 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."
[Remainder of the page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective officers, thereunto duly authorized and
duly attested, all as of the day and year first above written.
TMTT, INC.,
as Titling Trustee
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
TOYOTA MOTOR CREDIT CORPORATION,
as Servicer
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: President and Chief
Executive Officer
U.S. BANK NATIONAL ASSOCIATION,
as 1998-B Trust Agent
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
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