ISDA International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of [_______________]Master Agreement • September 22nd, 2011 • Toyota Lease Trust • Asset-backed securities
[TOYOTA MOTOR CREDIT CORPORATION] and TOYOTA AUTO LEASE TRUST [____]-[_] have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
ADMINISTRATION AGREEMENT among TOYOTA AUTO LEASE TRUST 20[__]-[__], as Issuer TOYOTA MOTOR CREDIT CORPORATION, as Administrator and as Indenture Trustee Dated as of [__________]Administration Agreement • September 22nd, 2011 • Toyota Lease Trust • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of [__________] (this “Agreement”), among TOYOTA AUTO LEASE TRUST 20[__]-[__], a Delaware statutory trust (the “Issuer”), TOYOTA MOTOR CREDIT CORPORATION (“TMCC”), a California corporation, as administrator (the “Administrator”), and [__________], a [__________], not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).
TOYOTA AUTO LEASE TRUST 20[__]-[__] [$[_______] [__]% ASSET BACKED NOTES, CLASS A-1] [$[_______] [__]% ASSET BACKED NOTES, CLASS A-2] [$[_______] [__]% ASSET BACKED NOTES, CLASS A-3] [$[_______] [__]% ASSET BACKED NOTES, CLASS A-4] [$[_______] [__]%...Underwriting Agreement • September 22nd, 2011 • Toyota Lease Trust • Asset-backed securities • New York
INDENTURE between TOYOTA AUTO LEASE TRUST 201_-_, as Issuer, and as Indenture Trustee and Securities Intermediary Dated as of [_]Toyota Lease Trust • September 22nd, 2011 • Asset-backed securities • New York
INDENTURE, dated as of [_], between TOYOTA AUTO LEASE TRUST 201_-_, a Delaware statutory trust (the “Issuer”), and [_], a [_], as indenture trustee and not in its individual capacity and as Securities Intermediary (the “Indenture Trustee”).
TOYOTA MOTOR CREDIT CORPORATION, as Transferor, and TOYOTA LEASING, INC., as Transferee SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of [__________]Certificate Transfer Agreement • September 22nd, 2011 • Toyota Lease Trust • Asset-backed securities • New York
proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the 20[__]-[__] SUBI Certificate granted to the Transferee hereunder; and all financing statements referred to in this paragraph contain a statement that: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.”
20[__]-[__] SUBI SUPPLEMENT TO AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT among TOYOTA MOTOR CREDIT CORPORATION, TMTT, INC., as Titling Trustee of Toyota Lease Trust, U.S. BANK NATIONAL ASSOCIATION, as Trust Agent, and as 20[__]-[__]...Trust and Servicing Agreement • September 22nd, 2011 • Toyota Lease Trust • Asset-backed securities • Delaware
20[__]-[__] SUBI SUPPLEMENT TO AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT, dated and effective as of [__________], among TOYOTA MOTOR CREDIT CORPORATION, a California corporation (in its capacities as Grantor, UTI Beneficiary and Servicer), TMTT, INC., as Titling Trustee, U.S. BANK NATIONAL ASSOCIATION (formerly known as First Bank National Association), a national banking association, as Trust Agent, and [_________], as 20[__]-[__] Securitization Trustee and SUBI Securities Intermediary.
FORM OF REVOLVING LIQUIDITY NOTE AGREEMENT TOYOTA AUTO LEASE TRUST [______]-[_] as Issuer and TOYOTA MOTOR CREDIT CORPORATION as Initial Holder Dated as of [_______________]Liquidity Note Agreement • September 22nd, 2011 • Toyota Lease Trust • Asset-backed securities • New York
REVOLVING LIQUIDITY NOTE AGREEMENT (this “Agreement”) dated as of [_______________] (this “Agreement”), by and between TOYOTA AUTO LEASE TRUST [______]-[_], a Delaware business trust, as issuer (the “Issuer”) of the revolving liquidity note (the “Revolving Liquidity Note”) issued hereunder, and TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), as the initial holder of the Revolving Liquidity Note.
20[__]-[__] SUBI SERVICING SUPPLEMENT TO AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT among TMTT, INC., as Titling Trustee of Toyota Lease Trust, TOYOTA MOTOR CREDIT CORPORATION, as Servicer, and as Trust Agent Dated as of [__________]Trust and Servicing Agreement • September 22nd, 2011 • Toyota Lease Trust • Asset-backed securities • New York
EXHIBIT A Schedule of 20[__]-[__] Contracts and 20[__]-[__] Leased Vehicles as of the Initial Cutoff Date A-1 EXHIBIT B Form of Power of Attorney B-1 EXHIBIT C Form of Servicer’s Certificate C-1 EXHIBIT D Form of Annual Certification D-1 EXHIBIT E Servicing Criteria to be Addressed in Assessment of Compliance E-1 SCHEDULE I Servicer Offices
TOYOTA AUTO LEASE TRUST 20[__]-[__] (a Delaware Statutory Trust) AMENDED AND RESTATED TRUST AGREEMENT [among]/[between] TOYOTA LEASING, INC., as Depositor, [and] as Owner Trustee [and as Delaware Trustee] Dated as of [ ]Trust Agreement • September 22nd, 2011 • Toyota Lease Trust • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of [__________], by and [between]/[among] TOYOTA LEASING, INC., a California corporation, as depositor, [and] [__________], a [__________], not in its individual capacity but solely as Owner Trustee, [and [__________], a [__________], not in its individual capacity but solely as Delaware Trustee], amending and restating in its entirety the Trust Agreement dated as of [______________] (the “Original Trust Agreement”), by and [between]/[among] TOYOTA LEASING, INC., a Delaware limited liability company, as depositor, [and] [__________], a [__________], as owner trustee, [and [__________], a [__________], not in its individual capacity but solely as Delaware Trustee], and herein referred to as the “Trust Agreement” or this “Agreement.”
TOYOTA LEASE TRUST, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA LEASING, INC., TOYOTA AUTO LEASE TRUST 20[__]-[__], and as Indenture Trustee BACK-UP SECURITY AGREEMENT Dated as of [____________]Back-Up Security Agreement • September 22nd, 2011 • Toyota Lease Trust • Asset-backed securities • New York
