ISDA International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of [_______________]Master Agreement • September 19th, 2014 • 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.
ContractAdministration Agreement • September 19th, 2014 • Toyota Lease Trust • Asset-backed securities • New York
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 19th, 2014 • 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 19th, 2014 • 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 LEASING, INC., as Transferor, and TOYOTA AUTO LEASE TRUST 20[__]-[__], as Transferee ISSUER SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of [__________]Certificate Transfer Agreement • September 19th, 2014 • 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., not in its individual capacity, but solely as Titling Trustee of Toyota Lease Trust, U.S. BANK NATIONAL ASSOCIATION,...Trust and Servicing Agreement • September 19th, 2014 • 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., not in its individual capacity, but solely as Titling Trustee, U.S. BANK NATIONAL ASSOCIATION (formerly known as First Bank National Association), a national banking association, not in its individual capacity, but solely 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 19th, 2014 • 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 TOYOTA LEASE TRUST, as Titling Trust, TMTT, INC., not in its individual capacity but solely as Titling Trustee of Toyota Lease Trust, TOYOTA MOTOR CREDIT...Trust and Servicing Agreement • September 19th, 2014 • Toyota Lease Trust • Asset-backed securities • Delaware
I, ________________________________, the _______________________ of [NAME OF COMPANY] (the “Company”), certify to Toyota Auto Lease Trust 20[__]-[__] (the “20[__]-[__] Securitization Trust”) and Toyota Leasing, Inc. (the “Depositor”), and their officers, with the knowledge and intent that they will rely upon this certification, that:
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 19th, 2014 • 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 [____________]Security Agreement • September 19th, 2014 • Toyota Lease Trust • Asset-backed securities • New York
THIS BACK-UP SECURITY AGREEMENT, is dated as of [____________], by and among Toyota Lease Trust, a Delaware statutory trust (the “Titling Trust”), Toyota Motor Credit Corporation, a California corporation (“TMCC”), Toyota Leasing, Inc., a California corporation (the “Transferor”), Toyota Auto Lease Trust 20[__]-[__], a Delaware statutory trust (the “Issuer”), and [______], a national banking association, not in its individual capacity, but solely as indenture trustee (the “Indenture Trustee”) under the Indenture, dated as of [____________] (the “Indenture), from the Issuer to the Indenture Trustee.
ContractSubi Certificate Transfer Agreement • September 19th, 2014 • Toyota Lease Trust • Asset-backed securities • New York
