TOYOTA LEASING, INC. AND

Execution Copy

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TOYOTA LEASING, INC.

AND

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

TOYOTA AUTO LEASE TRUST 1997-A
AUTO LEASE ASSET-BACKED CERTIFICATES

1997-A SECURITIZATION TRUST AGREEMENT

DATED AS OF SEPTEMBER 1, 1997

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TABLE OF CONTENTS
Page
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RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE
DEFINITIONS

Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.02. Article and Section References. . . . . . . . . . . . . . . 2

ARTICLE TWO
CREATION OF TRUST

Section 2.01. Creation of Trust . . . . . . . . . . . . . . . . . . . . . 2
Section 2.02. Conveyance of 1997-A SUBI . . . . . . . . . . . . . . . . . 3
Section 2.03. Acceptance by Trustee . . . . . . . . . . . . . . . . . . . 3

ARTICLE THREE
ALLOCATIONS AND DISTRIBUTIONS; RESERVE FUND;
STATEMENTS TO CERTIFICATEHOLDERS

Section 3.01. Allocations and Distributions . . . . . . . . . . . . . . . 4
Section 3.02. 1997-A SUBI Certificateholders' Account; Reserve Fund . . . 11
Section 3.03. Statements to Certificateholders. . . . . . . . . . . . . . 13

ARTICLE FOUR
THE CERTIFICATES

Section 4.01. The Certificates. . . . . . . . . . . . . . . . . . . . . . 16
Section 4.02. Authentication and Delivery of Certificates.. . . . . . . . 17
Section 4.03. Registration of Transfer and Exchange of Certificates.. . . 17
Section 4.04. Mutilated, Destroyed, Lost or Stolen Certificates.. . . . . 20
Section 4.05. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . 21
Section 4.06. Access to List of Certificateholders' Names and Addresses . 21
Section 4.07. Maintenance of Office or Agency . . . . . . . . . . . . . . 22
Section 4.08. Temporary Certificates. . . . . . . . . . . . . . . . . . . 22
Section 4.09. Book-Entry Certificates . . . . . . . . . . . . . . . . . . 23
Section 4.10. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 4.11. Definitive Certificates . . . . . . . . . . . . . . . . . . 24
Section 4.12. Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . 25
Section 4.13. ERISA Matters . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE FIVE
THE TRANSFEROR

Section 5.01. Representations of Transferor . . . . . . . . . . . . . . . 26
Section 5.02. Liability of Transferor; Indemnities. . . . . . . . . . . . 28
Section 5.03. Merger or Consolidation of, or Assumption of the
Obligations of, Transferor; Certain Limitations.. . . . . . 29
Section 5.04. Limitation on Liability of Transferor and Others. . . . . . 31
Section 5.05. Transferor May Own Investor Certificates. . . . . . . . . . 31
Section 5.06. No Transfer . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 5.07. Tax Matters Partner . . . . . . . . . . . . . . . . . . . . 32

ARTICLE SIX
THE 1997-A SECURITIZATION TRUSTEE

Section 6.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . 32
Section 6.02. Certain Matters Affecting the 1997-A Securitization
Trustee.. . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 6.03. Trustee Not Liable for Certificates or Contracts. . . . . . 36
Section 6.04. Trustee May Own Certificates. . . . . . . . . . . . . . . . 37
Section 6.05. Trustee's Fees and Expenses . . . . . . . . . . . . . . . . 37
Section 6.06. Eligibility Requirements for Trustee. . . . . . . . . . . . 37
Section 6.07. Resignation or Removal of Trustee . . . . . . . . . . . . . 38
Section 6.08. Successor Trustee . . . . . . . . . . . . . . . . . . . . . 39
Section 6.09. Merger or Consolidation of Trustee. . . . . . . . . . . . . 39
Section 6.10. Appointment of Co-Trustee or Separate Trustee.. . . . . . . 40
Section 6.11. Representations and Warranties of Trustee . . . . . . . . . 41
Section 6.12. Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 6.13. Trustee May Enforce Claims Without Possession of
Certificates. . . . . . . . . . . . . . . . . . . . . . . . 42
Section 6.14. Suit for Enforcement. . . . . . . . . . . . . . . . . . . . 43
Section 6.15. Rights of Certificateholders to Direct Trustee. . . . . . . 43
Section 6.16. No Petition . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE SEVEN
TERMINATION

Section 7.01. Termination of the 1997-A Securitization Trust. . . . . . . 44
Section 7.02. Optional Purchase of 1997-A SUBI. . . . . . . . . . . . . . 46

ARTICLE EIGHT
EARLY AMORTIZATION EVENTS

Section 8.01. Early Amortization Events . . . . . . . . . . . . . . . . . 46
Section 8.02. Additional Rights Upon the Occurrence of Certain Events . . 49

ARTICLE NINE
MISCELLANEOUS PROVISIONS

Section 9.01. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 9.02. Protection of Title to Trust. . . . . . . . . . . . . . . . 52
Section 9.03. Limitation on Rights of Certificateholders. . . . . . . . . 53
Section 9.04. Governing Law . . . . . . . . . . . . . . . . . . . . . . . 54
Section 9.05. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 9.06. Severability of Provisions; Counterparts. . . . . . . . . . 55
Section 9.07. Assignment. . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 9.08. Certificates Nonassessable and Fully Paid . . . . . . . . . 55

ARTICLE TEN
AGENT FOR SERVICE

Section 10.01. Agent for Service of Transferor. . . . . . . . . . . . . . 56
Section 10.02. Agent of Trustee . . . . . . . . . . . . . . . . . . . . . 56

iii

EXHIBITS:

Exhibit A-1 - Form of Class A-1 Certificate . . . . . . . A-1
Exhibit A-2 - Form of Class A-2 Certificate . . . . . . . A-2
Exhibit A-3 - Form of Class A-3 Certificate . . . . . . . A-3
Exhibit B - Form of Class B Certificate . . . . . . . . B-1
Exhibit C - Form of Transferor Certificate . . . . . . . C-1
Exhibit D - Form of Transferee Certificate . . . . . . ▇-▇-▇
▇▇▇▇▇▇▇ ▇ - ▇▇▇▇ ▇▇ ▇▇▇-▇▇▇▇ Transferee Certificate. . . E-1

1997-A SECURITIZATION TRUST AGREEMENT

THIS 1997-A SECURITIZATION TRUST AGREEMENT, dated as of September 1, 1997, is
made with respect to the formation of the TOYOTA AUTO LEASE TRUST 1997-A (the
"1997-A SECURITIZATION TRUST"), between TOYOTA LEASING, INC. a California
corporation ("TLI" or, in its capacity as transferor hereunder, the
"Transferor"), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the "1997-A
SECURITIZATION TRUSTEE").

RECITALS

A. The Toyota Lease Trust (the "Titling Trust") is governed by the
Amended and Restated Trust and Servicing Agreement dated as of October 1, 1996
(the "Titling Trust Agreement") among Toyota Motor Credit Corporation, a
California corporation, as grantor, initial beneficiary and servicer ("TMCC" and
in its capacity as servicer, the "Servicer"), TMTT, Inc., a Delaware
corporation, as trustee (the "TITLING TRUSTEE") and, for the limited purposes
stated therein, U.S. Bank National Association, a national banking association,
as trust agent ("U.S. BANK"). Pursuant to the Co-Trustee Agreement, Delaware
Trust Capital Management, Inc. will act as co-trustee of the Titling Trust. The
Titling Trust acquires and holds title to various automobiles, light-duty
trucks, related lease contracts and certain other assets in accordance with the
terms of the Titling Trust Agreement. Capitalized terms used and not defined in
these Recitals have the meanings given in Article I below.

B. Concurrently herewith, TMCC, the Titling Trustee and U.S. Bank have
entered into the 1997-A SUBI Supplement to the Titling Trust Agreement dated as
of September 1, 1997 (the "1997-A SUBI Supplement") pursuant to which the
Titling Trust, at the direction of TMCC, will create and issue a special unit of
beneficial interest in the Titling Trust (the "1997-A SUBI"), whose
beneficiaries generally will be entitled to the net cash flow arising from the
related SUBI Portfolio (such SUBI Portfolio, the "1997-A SUBI Portfolio"). The
1997-A SUBI will be evidenced by one SUBI Certificate representing the entire
beneficial interest in the 1997-A SUBI (the "1997-A SUBI Certificate").

C. Concurrently herewith, the Titling Trustee (on behalf of the Titling
Trust) and the Servicer also have entered into a 1997-A SUBI Servicing
Supplement to the Titling Trust Agreement dated as of September 1, 1997 (the
"1997-A SUBI Servicing Supplement"), pursuant to which the terms of the Titling
Trust Agreement will be supplemented insofar as they apply to the 1997-A SUBI
Portfolio,

providing for further servicing obligations that will benefit the holders of the
1997-A SUBI Certificate.

D. Concurrently herewith, TMCC and the Transferor have entered into the
1997-A SUBI Certificate Purchase and Sale Agreement dated as of September 1,
1997 (the "SUBI Certificate Agreement"), pursuant to which TMCC sold to the
Transferor, without recourse, all of TMCC's right, title and interest in and to
the 1997-A SUBI and the 1997-A SUBI Certificate, all monies due thereon and the
right to realize on any property subject to the 1997-A SUBI, and all proceeds
thereof, for the consideration stated therein.

E. The parties desire to enter into this 1997-A Securitization Trust
Agreement to create the 1997-A Securitization Trust, to provide for the issuance
by the 1997-A Securitization Trust of certain Certificates and to provide for
the exchange of those Certificates for the 1997-A SUBI Certificate (excluding
all rights in the Residual Value Insurance Policy evidenced by the 1997-A SUBI
Certificate) in connection with a Securitized Financing by the Transferor.

NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:

ARTICLE ONE
DEFINITIONS

SECTION 1.01. DEFINITIONS.

For all purposes of this 1997-A Securitization Trust Agreement, except as
otherwise expressly provided or unless the context otherwise requires, (a)
unless otherwise defined herein, all capitalized terms used herein shall have
the meanings attributed to them in the Annex of Definitions attached to the
Titling Trust Agreement or the Annex of Supplemental Definitions attached to the
1997-A SUBI Supplement, (b) defined terms include (i) all genders and (ii) the
plural as well as the singular, (c) all references to words such as "herein",
"hereof" and the like shall refer to this 1997-A Securitization Trust Agreement
as a whole and not to any particular article or section within this 1997-A
Securitization Trust Agreement, (d) the term "include" and all variations
thereon shall mean "include without limitation", and (e) the term "or" shall
include "and/or".

SECTION 1.02. ARTICLE AND SECTION REFERENCES.

Except as otherwise specified herein, all article and section references
shall be to Articles and Sections in this 1997-A Securitization Trust Agreement.

ARTICLE TWO
CREATION OF TRUST

SECTION 2.01. CREATION OF TRUST.

Upon the execution of this 1997-A Securitization Trust Agreement by the
parties hereto, there is hereby created the Toyota Auto Lease Trust 1997-A.

SECTION 2.02. CONVEYANCE OF 1997-A SUBI.

In consideration of the 1997-A Securitization Trustee's delivery to, or
upon the order of, the Transferor of executed and authenticated Investor
Certificates, in authorized denominations, in an aggregate amount equal to the
Initial Certificate Balance, and of the executed and authenticated Transferor
Certificate, the Transferor does hereby transfer, assign and otherwise convey to
the 1997-A Securitization Trustee, in trust for the benefit of the
Certificateholders, to the full extent of the Transferor's interest therein,
without recourse (subject to the Transferor's obligations herein):

(i) all right, title and interest of the Transferor in and to the
1997-A SUBI and the 1997-A SUBI Certificate evidencing the 1997-A SUBI and
all monies due thereon and paid thereon or in respect thereof;

(ii) the right to realize upon any property that may be deemed to
secure the 1997-A SUBI;

(iii) all rights accruing to the holder of the 1997-A SUBI under the
Titling Trust Agreement, the 1997-A SUBI Supplement and the 1997-A SUBI
Servicing Supplement; and

(iv) all proceeds of the foregoing;

PROVIDED that all monies and payments due or payable under any Residual Value
Insurance Policy applicable to the 1997-A Leased Vehicles and the 1997-A
Contracts and the right to receive such payments and monies are retained by the
Transferor and are not hereby transferred, assigned or otherwise conveyed to the
1997-A Securitization Trustee.

The Transferor also does hereby grant to the 1997-A Securitization Trustee
a security interest in all of the foregoing (exclusive of the monies and
payments referred to in the preceding PROVISO), and the 1997-A Securitization
Trustee shall have all the

rights, powers and privileges thereto and therein of a secured party under the
UCC.

SECTION 2.03. ACCEPTANCE BY TRUSTEE.

The 1997-A Securitization Trustee does hereby accept all consideration
conveyed by the Transferor pursuant to Section 2.02 and declares that the 1997-A
Securitization Trustee shall hold such consideration in trust as herein set
forth for the benefit of the Certificateholders, subject to the terms and
provisions of this 1997-A Securitization Trust Agreement.

ARTICLE THREE

ALLOCATIONS AND DISTRIBUTIONS; RESERVE FUND;
STATEMENTS TO CERTIFICATEHOLDERS

SECTION 3.01. ALLOCATIONS AND DISTRIBUTIONS.

(a) On each Determination Date, pursuant to Section 4.02(g) of the
1997-A SUBI Servicing Supplement, the Servicer shall calculate the amounts to be
allocated or distributed to the holder of the 1997-A SUBI Certificate, the Class
A-1 Distributable Amount, the Class A-2 Distributable Amount, the Class A-3
Distributable Amount, the Class B Distributable Amount, the Transferor
Distributable Amount, and all other allocations or distributions to be made on
the related Monthly Allocation Date and Certificate Payment Date. On each
Monthly Allocation Date, the 1997-A Securitization Trustee shall make the
allocations and distributions called for in this Section 3.01. If funds are to
be deposited into the 1997-A SUBI Certificateholders' Account, the 1997-A
Securitization Trustee shall make such deposit from the applicable amounts in
the 1997-A SUBI Collection Account or the Reserve Fund, as applicable, to the
extent that net investment earnings on funds in the 1997-A SUBI
Certificateholders' Account applied as provided in the third paragraph of
Section 3.02(a) are insufficient therefor. If amounts are to be distributed to
Certificateholders, the Transferor or other Persons, such distributions will be
made first from the Interest Collections portion of Available Interest and then
(to the extent necessary) from the net investment income portion of Available
Interest, and in each case subject to all applications thereof pursuant to
clauses with higher priority, such that such distributions are made directly
from the 1997-A SUBI Collection Account to the extent possible and from the
1997-A SUBI Certificateholders' Account to the extent necessary.

(b) On each Monthly Allocation Date, based on the Servicer's
Certificate prepared by the Servicer, the 1997-A Securitization Trustee shall
allocate or distribute from the 1997-A SUBI Collection Account and the 1997-A
SUBI Certificateholders'

Account, as applicable, the Available Interest in the following amounts and in
the following order of priority to the following accounts and Persons:

(i) in the event of an Early Amortization Event involving an
Insolvency Event, as a result of the 1997-A Securitization Trustee having
elected or having received written instructions from holders of
Certificates evidencing Voting Interests of not less than 51% of the Class
A Certificates (voting together as a single class) or 51% of the Class A
Certificates and Class B Certificates (voting together as a single class)
to sell or dispose of the property of the 1997-A Securitization Trust
pursuant to Section 8.02(a), to the 1997-A Securitization Trustee, the
Investor Percentage of Capped Securitization Trust Administrative Expenses;

(ii) to the 1997-A SUBI Certificateholders' Account first from the
net investment income portion of Available Interest, and then from the
Interest Collections portion of Available Interest to the extent necessary,
until there has been deposited therein pursuant to this clause (ii), the
Class A-1 Interest Distributable Amount and any unpaid Class A-1 Interest
Carryover Shortfall, the Class A-2 Interest Distributable Amount and any
Class A-2 Interest Carryover Shortfall and the Class A-3 Interest
Distributable Amount and any Class A-3 Interest Carryover Shortfall;

(iii) to the 1997-A SUBI Certificateholders' Account until there has
been deposited therein pursuant to this clause (iii), the Class B Interest
Distributable Amount, together with any unpaid Class B Interest Carryover
Shortfall;

(iv) to the Servicer, (a) the Investor Percentage of the Servicing
Fee for the related Collection Period and (b) any unpaid portion of the
Investor Percentage of the Servicing Fee in respect of any prior Collection
Period;

(v) to the Servicer, the Investor Percentage of the Capped
Contingent and Excess Liability Premiums that have not yet been reimbursed
to the Servicer;

(vi) to the Titling Trustee, the Investor Percentage of Capped
Titling Trust Administrative Expenses;

(vii) in circumstances other than those set forth in clause (i), to
the 1997-A Securitization Trustee, the Investor Percentage of Capped
Securitization Trust Administrative Expenses for the preceding Collection
Period;

(viii) to the 1997-A SUBI Certificateholders' Account until there has
been deposited therein pursuant to this clause (viii), the aggregate Loss
Amount allocated to the Class A

Certificates on such Monthly Allocation Date plus the aggregate amount of
Certificate Principal Loss Amounts allocated to the Class A Certificates on
prior Monthly Allocation Dates that have not been previously reimbursed or
deposited in the 1997-A SUBI Certificateholders' Account (whether from
Available Interest or from amounts applied pursuant to Section 3.01(e));

(ix) to the 1997-A SUBI Certificateholders' Account until there has
been deposited therein pursuant to this clause (ix), (A) the amount, if
any, of (a) accrued and unpaid interest to but excluding such Monthly
Allocation Date at the Class B Rate on any Certificate Principal Loss
Amounts previously allocated to the Class B Certificates and not yet
reimbursed and then (b) the aggregate amount of Loss Amounts allocated to
the Class B Certificateholders on such Monthly Allocation Date plus the
aggregate amount of Certificate Principal Loss Amounts allocated to the
Class B Certificates on any prior Monthly Allocation Date, in each case to
the extent not previously reimbursed pursuant to this clause (ix) (whether
from Available Interest or from amounts applied pursuant to Section
3.01(e)) and then (c) the amount, if any, of Class B Available Principal
applied to fund interest shortfalls, Loss Amounts or Certificate Principal
Loss Amounts allocated to the Class A Certificates on any Monthly
Allocation Date and not previously paid or deposited in the 1997-A SUBI
Certificateholders' Account pursuant to this clause (ix) (whether from
Available Interest or from amounts applied pursuant to Section 3.01(e));

(x) into the Reserve Fund until the amount on deposit therein equals
the Specified Reserve Fund Balance;

(xi) to the Servicer, the Investor Percentage of the amount necessary
to reimburse it for the advance of Capped Titling Trust Administrative
Expenses, Capped Securitization Trust Administrative Expenses and Uncapped
Titling Trust Administrative Expenses actually advanced by the Servicer
pursuant to Section 4.06 of the 1997-A SUBI Servicing Supplement and not
yet reimbursed.

(xii) to the Titling Trustee, the Investor Percentage of Uncapped
Titling Trust Administrative Expenses;

(xiii) to the 1997-A Securitization Trustee, the Investor Percentage
of Uncapped Securitization Trust Administrative Expenses and;

(xiv) the balance, if any, shall constitute Excess Amounts and shall
be applied as set forth in subsection (c) below; provided, however, that in
the event the Servicer is required to deliver the certifications as
specified in Section

5.03(b) of the 1997-A SUBI Servicing Supplement, such Excess Amount shall
be retained in the Reserve Fund until such time as the Servicer is no
longer required to deliver such certifications, notwithstanding whether or
not the then applicable Specified Reserve Fund Balance has been met.

Notwithstanding the foregoing, on any Monthly Allocation Date related to a
Collection Period in the Revolving Period, the amounts set forth in clause
(viii) above and the amounts applied to Loss Amounts and Certificate Principal
Loss Amounts allocated to the Class B Certificates and Class B Available
Principal in clause (ix) above shall not be deposited in the 1997-A SUBI
Certificateholders' Account, but shall be treated as and be deemed to be
Principal Collections that are part of the Investor Percentage of Principal
Collections for purposes of Section 3.02 of the 1997-A SUBI Servicing Supplement
and this Section 3.01. On any Monthly Allocation Date related to a Collection
Period in the Amortization Period, such amounts shall be treated as and be
deemed to be Principal Collections that are part of the Investor Percentage of
Principal Collections and shall be deposited into the 1997-A SUBI
Certificateholders' Account. Pursuant to the definition of "Class Certificate
Balance", such amounts allocable to a Class of Investor Certificates have the
effect of restoring the Class Certificate Balance of such Class to the extent of
the reimbursement represented by such amounts.

On each Certificate Payment Date in March and September, commencing in
March 1998, or if a Monthly Payment Event has occurred and the Amortization
Period has commenced, then on each Certificate Payment Date thereafter, the
1997-A Securitization Trustee shall distribute to the holders of Investor
Certificates of each Class the amounts allocable to interest accrued in respect
of the Investor Certificates and deposited in the 1997-A SUBI
Certificateholders' Account for such Class pursuant to the preceding clauses of
this Section 3.01(b) and in the following order of priority: (ii), (iii) and
(ix); provided that if the amount available pursuant to clause (ii) is less than
the full amount due to be distributed pursuant to such clause, then such
available amount shall be distributed to the Class A-1 Certificateholders, the
Class A-2 Certificateholders and the Class A-3 Certificateholders PRO RATA on
the basis of the full amounts due them pursuant to such clause.

(c) On each Monthly Allocation Date, based on the Servicer's
Certificate prepared by the Servicer, the 1997-A Securitization Trustee shall
distribute or allocate any Excess Amounts as follows:

(i) if the Monthly Allocation Date relates to a Collection Period in
the Revolving Period, any remainder to the Transferor, and

(ii) if the Monthly Allocation Date relates to a Collection Period in
the Amortization Period, any remainder up to but not exceeding the
Accelerated Principal Distribution Amount to the 1997-A SUBI
Certificateholders= Account as additional principal with the balance of any
remainder then distributed to the Transferor.

(d)(i) On each Monthly Allocation Date beginning with the Monthly
Allocation Date related to the Collection Period in which the Amortization
Period commences and ending on the Monthly Allocation Date that is the
Certificate Payment Date on which the Certificate Balance of all Classes of
Investor Certificates (after giving effect to any reimbursements of Certificate
Principal Loss Amounts and any reimbursements of Class B Available Principal
applied pursuant to section 3.01(e)) has been reduced to zero, based on the
Servicer's Certificate prepared by the Servicer, the 1997-A Securitization
Trustee shall withdraw from the 1997-A SUBI Collection Account and deposit in
the 1997-A SUBI Certificateholders= Account an amount equal to the Investor
Percentage of all Principal Collections collected or received in respect of the
related Collection Period allocable to the 1997-A SUBI, less amounts applied in
reimbursement of Advances, Nonrecoverable Advances or Maturity Advances.

(ii) If a Monthly Payment Event has not occurred, the 1997-A
Securitization Trustee, based on the Servicer's Certificate prepared by the
Servicer, shall distribute to holders of the Investor Certificates of each Class
on the Targeted Maturity Date for such Class of Investor Certificates the lesser
of (x) the entire Class Certificate Balance of such Class of Investor
Certificates (after giving effect to any reimbursements of Certificate Principal
Loss Amounts and any reimbursements of Class B Available Principal applied
pursuant to Section 3.01(e)) and (y) the sum of the amount of Principal
Collections and the Accelerated Principal Distribution Amounts on deposit in the
1997-A SUBI Certificateholders' Account and any Maturity Advance actually made
by the Servicer in respect of such Class of Investor Certificates pursuant to
Section 4.05 of the 1997-A SUBI Servicing Supplement.

(iii) If on the Targeted Maturity Date for any Class of Investor
Certificates the entire Class Certificate Balance of such Class of Investor
Certificates is not distributed, then the 1997-A Securitization Trustee shall,
based on the Servicer's Certificate, distribute to the holders of such Class of
Investor Certificates on each following Monthly Allocation Date, until the Class
Certificate Balance of such Class of Investor Certificates(after giving effect
to any reimbursements of Certificate Principal Loss Amounts and any
reimbursements of Class B Available Principal applied pursuant to section
3.01(e))has been reduced to zero (I) the lesser of (x) the Class Certificate
Balance of such Class of Investor Certificates and (y) the amount of Principal
Collections, the Accelerated Principal Distribution Amount and any Maturity
Advance actually

made by the Servicer in respect of such Class on deposit in the 1997-A SUBI
Collection Account or in the 1997-A SUBI Certificateholders' Account on such
Monthly Allocation Date and (II) the amount of interest on deposit in the 1997-A
SUBI Certificateholders' Account or the 1997-A SUBI Collection Account and
allocated to such Class of Investor Certificates pursuant to Section 3.01(b) in
respect of such Monthly Allocation Date. If at any one time the preceding
sentence is applicable to more than one Class of Investor Certificates, then the
application of Principal Collections, the Accelerated Principal Distribution
Amount and Maturity Advance provided for in such sentence shall be made to the
Class of Investor Certificates with the earliest Targeted Maturity Date until
the Class Certificate Balance of such Class of Investor Certificates (after
giving effect to any reimbursements of Certificate Principal Loss Amounts and
any reimbursements of Class B Available Principal applied pursuant to section
3.01(e)) has been reduced to zero.

(iv) If a Monthly Payment Event occurs, then on each succeeding Monthly
Allocation Date in the Amortization Period (other than the Monthly Allocation
Date in the month in which the Monthly Payment Event occurs), the 1997-A
Securitization Trustee shall, based on the Servicer's Certificate for such
Monthly Allocation Date, allocate or distribute the sum of the Investor
Percentage of Principal Collections, the Accelerated Principal Distribution
Amount and the Maturity Advance actually made by the Servicer in respect of any
Class of Certificates in the following order of priority:

(1) to the Class A-1 Certificateholders until the Class A-1
Certificate Balance (after giving effect to any reimbursements of Certificate
Principal Loss Amounts allocated thereto) is reduced to zero;

(2) to the Class A-2 Certificateholders until the Class A-2
Certificate Balance (after giving effect to any reimbursements of Certificate
Principal Loss Amounts allocated thereto) is reduced to zero;

(3) to the Class A-3 Certificateholders until the Class A-3
Certificate Balance (after giving effect to any reimbursements of Certificate
Principal Loss Amounts allocated thereto) is reduced to zero;

(4) to the Class B Certificateholders until the Class B Certificate
Balance (after giving effect to any reimbursements of Certificate Principal Loss
Amounts allocated thereto and reimbursements of Class B Available Principal
applied pursuant to Section 3.01(e)) is reduced to zero.

(v) If (x) the Class Certificate Balance of any Class of Investor
Certificates has been reduced to zero, but there remain

unreimbursed Certificate Principal Loss Amounts previously allocated to such
Class of Investor Certificates or, in the case of Class B Certificates,
unreimbursed Class B Available Principal, and (y) on any Monthly Allocation Date
amounts are allocated pursuant to clause (viii) or (ix), as applicable, of
Section 3.01(b) in reimbursement of such Certificate Principal Loss Amounts or
Class B Available Principal (which reimbursement has the effect of restoring the
Class Certificate Balance of such Class of Investor Certificates to the extent
of such reimbursement), then on such Monthly Allocation Date the 1997-A
Securitization Trustee shall, based on a Servicer's Certificate, distribute to
the Holders of such Class of Investor Certificates such allocated reimbursement
amount.

(e) On each Monthly Allocation Date for which there is a Required
Amount, based on the Servicer's Certificate prepared by the Servicer, the 1997-A
Securitization Trustee shall apply the following amounts in the following order
of priority to the payment of the unpaid components of the Required Amount to
the extent necessary to pay such components:

(i) the Reserve Fund Withdrawal Amount to the extent of any unpaid
components in clauses (ii), (iii), (viii) and (ix) in Section 3.01(b) in
that order; provided that the Class B Interest Reserve Amount shall be
applied only to pay accrued and unpaid interest in respect of the Class B
Certificates;

(ii) to the extent of any remaining unpaid components of the Required
Amount in clauses (i) through (ix) of Section 3.01(b), first the Transferor
Interest Distributable Amount and then the Transferor Principal
Distributable Amount in the order of clauses (i) through (ix) in Section
3.01(b); and

(iii) to the extent of any remaining unpaid components of the
Required Amount in clauses (ii) and (viii) of Section 3.01(b), the Class B
Available Principal from the Investor Percentage of Principal Collections
in the 1997-A SUBI Collection Account.

Amounts applied pursuant to the preceding sentence on a Monthly Allocation Date
in respect of the Revolving Period pursuant to clause (viii) of Section 3.01(b)
as Loss Amounts and Certificate Principal Loss Amounts allocated to Class B
Certificates and Class B Available Principal in clause (ix) of Section 3.01(b)
shall be treated as Principal Collections that are part of the Investor
Percentage of Principal Collections and applied pursuant to Section 3.02 of the
1997-A SUBI Servicing Supplement. On any Month Allocation Date related to a
Collection Period in the Amortization Period, such amounts shall be treated as
and be deemed to be Principal Collections that are part of the Investor
Percentage of Principal Collections and shall be deposited into the 1997-A SUBI
Certificateholders' Account. Pursuant to the definition of "Class

Certificate Balance", such amounts allocable to a Class of Investor Certificates
have the effect of restoring the Class Certificate Balance of such Class to the
extent of the reimbursement represented by such amounts.

On such Monthly Allocation Date, after giving effect to all payments
required to be made and all required deposits to or withdrawals from the Reserve
Fund, amounts that otherwise would be payable to the Transferor in respect of
the Transferor Distributable Amount (other than Transferor Amounts) will be
deposited into the Reserve Fund until the amount on deposit therein equals the
Specified Reserve Fund Balance, and any remaining amounts so payable to the
Transferor will be distributed to the Transferor by the 1997-A Securitization
Trustee as follows: (A) if such Monthly Allocation Date relates to a Collection
Period during the Revolving Period, the interest component of such remaining
amounts will be paid in respect of the Transferor Interest Distributable Amount
and (B) if such Monthly Allocation Date relates to a Collection Period during
the Amortization Period, (l) the interest component of such remaining amounts
will be paid in respect of the Transferor Interest Distributable Amount and (2)
if and to the extent that the Transferor Interest will be equal to or greater
than zero, after all required distributions have been made on such Monthly
Allocation Date, the principal component of such remaining amounts will be paid
in respect of the Transferor Principal Distributable Amount. Any amounts that
would otherwise be payable to the Transferor pursuant to the foregoing as the
Transferor Principal Distributable Amount, but may not be so paid because the
Transferor Interest would be less than or equal to zero, shall instead be (i)
allocated or distributed to the Investor Certificateholders pursuant to Section
3.01(d) to the extent necessary, or (ii) held in the Collection Account until
(a) the Investor Certificates are paid in full or (b) the Transferor Interest
again exceeds zero, at which time such amounts will be distributed to the
Transferor.

(f) Subject to Section 7.01 respecting the final payment upon
retirement of each Certificate, the 1997-A Securitization Trustee shall on each
Certificate Payment Date distribute to each Certificateholder of any Class of
record on the related Record Date by check mailed to such Certificateholder at
the address of such Holder appearing in the Certificate Register (or, if DTC,
its nominee or a Clearing Agency is the relevant Certificateholder, by wire
transfer of immediately available funds or pursuant to other arrangements), the
amount to be distributed to such Certificateholder pursuant to Section 3.01.

(g) Amounts properly received by the Transferor pursuant to this
1997-A Securitization Trust Agreement shall be free of any claim of the 1997-A
Securitization Trust, the 1997-A

Securitization Trustee or the Investor Certificateholders and shall not be
available to the 1997-A Securitization Trustee or the 1997-A Securitization
Trust for the purpose of making deposits to the Reserve Fund or making payments
to the Investor Certificateholders, nor shall the Transferor be required to
refund any amount properly received by it.

(h) The Investor Percentage of the Loss Amount with respect to any
Monthly Allocation Date shall be allocated first to the Class B Certificates to
the extent of the Class B Certificate Balance and then, if the Class B
Certificate Balance has been reduced to zero, any remainder to the Class A
Certificates of each Class PRO RATA in accordance with the respective Class
Certificate Balances of such Classes of Class A Certificates.

(i) The rights of the Class B Certificateholders to receive
allocations and distributions of Available Interest allocable to the 1997-A
SUBI, any Reserve Fund Withdrawal Amount and any Transferor Amounts shall be and
hereby are subordinated to the rights of the Class A-1 Certificateholders, the
Class A-2 Certificateholders and the Class A-3 Certificateholders to receive
allocations and distributions of Available Interest allocable to the 1997-A
SUBI, Reserve Fund Withdrawal Amount and Transferor Amounts to the extent
provided in this 1997-A Securitization Trust Agreement.

SECTION 3.02. 1997-A SUBI CERTIFICATEHOLDERS' ACCOUNT; RESERVE FUND.

(a) The 1997-A Securitization Trustee shall establish and maintain a
separate trust account to be known as the "Series 1997-A SUBI
Certificateholders' Account", which will include the money and other property
deposited and held therein pursuant to Section 3.01 and this Section. The
1997-A SUBI Certificateholders' Account shall be an Eligible Account and
initially shall be established with the 1997-A Securitization Trustee. If for
any reason the 1997-A SUBI Certificateholders' Account is no longer an Eligible
Account, the 1997-A Securitization Trustee shall promptly cause the 1997-A SUBI
Certificateholders' Account to be moved to another institution or otherwise
changed so that the 1997-A SUBI Certificateholders' Account becomes an Eligible
Account.

Pursuant to Section 4.02(j) of the 1997-A Servicing Supplement, the
Servicer shall direct the 1997-A Securitization Trustee to cause the funds in
the 1997-A SUBI Certificateholders' Account to be invested in Permitted
Investments bearing interest at the applicable Required Rates, which are
expected to be TMCC Demand Notes so long as the TMCC Demand Notes are Permitted
Investments. Such Permitted Investments shall mature in such a manner that the
amount required to be distributed on the next succeeding Certificate Payment
Date will be available on the Deposit Date preceding such next succeeding
Certificate Payment Date. To the extent that a Monthly Payment Event Occurrence
occurs, the 1997-A

Securitization Trustee shall exercise the demand feature in the TMCC Demand
Notes so as to have funds available on the next succeeding Certificate Payment
Date. All amounts held in the 1997-A SUBI Certificateholders= Account shall be
invested by the 1997-A Securitization Trustee in Permitted Investments at the
direction of the Servicer until distributed or otherwise applied in accordance
with the 1997-A Securitization Trust Agreement (including investment overnight
from the Deposit Date on which any Permitted Investment matures to the related
Monthly Allocation Date).

Earnings (net of investment losses) on the investment of funds in the
1997-A SUBI Certificateholders' Account shall be part of Available Interest.
Such net earnings need not be withdrawn from the 1997-A SUBI Certificateholders'
Account and redeposited as Available Interest, but may be retained in the 1997-A
SUBI Certificateholders' Account and applied as provided in this 1997-A
Securitization Trust Agreement.

(b) (i) Pursuant to Section 4.02(j) of the 1997-A Servicing
Supplement, the Transferor shall establish and maintain with the 1997-A
Securitization Trustee a separate trust account to be known as the "Reserve
Fund", which will include the money and other property deposited and held
therein pursuant to Section 3.01(b) and this Section. Funds in the Reserve Fund
shall be the property of the Transferor and not the property of the 1997-A
Securitization Trust. The Transferor hereby grants to the 1997-A Securitization
Trustee for the benefit of the Investor Certificateholders a security interest
in all funds (including Permitted Investments) in the Reserve Fund (including
the Reserve Fund Initial Deposit) and the proceeds thereof, and the 1997-A
Securitization Trustee shall have all of the rights of a secured party under the
UCC with respect thereto; PROVIDED that all income from the investment of funds
in the Reserve Fund and the right to receive such income are retained by the
Transferor and are not transferred, assigned or otherwise conveyed to the 1997-A
Securitization Trustee. The Reserve Fund shall be an Eligible Account and
initially shall be established with the 1997-A Securitization Trustee. If for
any reason the Reserve Fund is no longer an Eligible Account, the 1997-A
Securitization Trustee shall promptly cause the Reserve Fund to be moved to
another institution or otherwise changed so that the Reserve Fund becomes an
Eligible Account.

(ii) All amounts held in the Reserve Fund shall be invested, as
directed by the Servicer pursuant to Section 4.02(j) of the 1997-A Servicing
Supplement, in Permitted Investments. Earnings on investment of funds in the
Reserve Fund shall be paid to the Transferor on each Certificate Payment Date,
and losses and any investment expenses shall be charged against the funds on
deposit therein.

(c) On or prior to the Closing Date, the Transferor shall deposit an
amount equal to the Reserve Fund Initial Deposit into the Reserve Fund. Amounts
on deposit in the Reserve Fund shall be supplemented from time to time by the
deposit therein of Excess Amounts otherwise distributable to the Transferor
pursuant to Section 3.01(c), and amounts that otherwise would be payable to the
Transferor pursuant to Section 3.01(e) but for the fact that the amount on
deposit in the Reserve Fund is less than the Specified Reserve Fund Balance, to
the extent described in this subparagraph (c). On each Monthly Allocation Date
the amounts on deposit in the Reserve Fund shall be available for allocation and
distribution as provided in Section 3.01; PROVIDED that the Class B Interest
Reserve Amount shall only be applied to distributions of interest in respect of
the Class B Certificates and, on each Certificate Payment Date, if the amount on
deposit in the Reserve Fund (after giving effect to all deposits thereto or
withdrawals therefrom on such Monthly Allocation Date) is greater than the
Specified Reserve Fund Balance, the 1997-A Securitization Trustee will
distribute any such excess amount to the Transferor, whereupon such excess
amount shall no longer be available to the 1997-A Securitization Trustee or the
Investor Certificateholders.

(d) Upon termination of the 1997-A Securitization Trust pursuant to
Section 7.01, any amounts on deposit in the Reserve Fund shall be available for
payment of any remaining amounts due to the Investor Certificateholders, and for
payment of any remaining amounts due to the 1997-A Securitization Trustee, and
after payment of such amounts due, shall be paid to the Transferor.

SECTION 3.03. STATEMENTS TO CERTIFICATEHOLDERS.

(a) On each Monthly Allocation Date, the 1997-A Securitization
Trustee shall include with each allocation or distribution to each
Certificateholder of record a statement, prepared by the Servicer, based on
information in the Servicer's Certificate furnished pursuant to Section 5.01(b)
of the 1997-A Servicing Supplement, setting forth for the related Collection
Period and such Monthly Allocation Date the following information as of the
related Record Date or Deposit Date or such Monthly Allocation Date, as the case
may be:

(i) the Investor Percentage and Transferor Percentage in effect with
respect to the related Collection Period;

(ii) the Certificate Distribution Amount being allocated or
distributed to each Class of Certificateholders;

(iii) the amount of the Certificate Distribution Amount allocable to
interest on and principal of each Class of Certificates, separately
identifying any interest on Certificate Principal Loss Amounts and any
Maturity Advances;

(iv) the amount of the Certificate Distribution Amount, if any,
allocable to the Class A-1 Interest Carryover Shortfall, Class A-2 Interest
Carryover Shortfall, Class A-3 Interest Carryover Shortfall and Class B
Interest Carryover Shortfall;

(v) the amount, if any, of the remaining unpaid Class A-1 Interest
Carryover Shortfall, Class A-2 Interest Carryover Shortfall, Class A-3
Interest Carryover Shortfall and Class B Interest Carryover Shortfall after
giving effect to the Certificate Distribution Amount;

(vi) the Certificate Balance, the Class A-1 Certificate Balance, the
Class A-2 Certificate Balance, the Class A-3 Certificate Balance, the Class
B Certificate Balance, the Class A-1 Certificate Factor, the Class A-2
Certificate Factor, the Class A-3 Certificate Factor, the Class B
Certificate Factor and the Adjusted Certificate Balance of each Class of
Investor Certificates, in each case as of such Monthly Allocation Date and
after giving effect to the allocation and/or distribution of the
Certificate Distribution Amount;

(vii) the aggregate amount, if any, of the reimbursement of Loss
Amounts included in the allocation or distribution of the Certificate
Distribution Amount and the amount thereof allocated to each of the Class
A-1 Loss Amounts, the Class A-2 Loss Amounts, the Class A-3 Loss Amounts
and the Class B Loss Amounts;

(viii) the amount, if any, of the reimbursement of Class A-1
Certificate Principal Loss Amounts, Class A-2 Certificate Principal Loss
Amounts, Class A-3 Certificate Principal Loss Amounts and Class B
Certificate Principal Loss Amounts included in the Certificate Distribution
Amount, in each case together with the amount of accrued interest thereon;

(ix) the amount, if any, of the aggregate of unreimbursed Class A-1
Certificate Principal Loss Amounts, Class A-2 Certificate Principal Loss
Amounts, Class A-3 Certificate Principal Loss Amounts and Class B
Certificate Principal Loss Amounts after giving effect to the allocation or
distribution of the Certificate Distribution Amount;

(x) the amount of any Class B Available Principal and unreimbursed
Class B Available Principal, after giving effect to the allocation or
distribution of the Certificate Distribution Amount;

(xi) the Investor Percentage of the Servicing Fee allocable to the
1997-A SUBI for such Monthly Allocation Date

and any unpaid previous such amounts with respect to prior Monthly
Allocations Dates;

(xii) the amount of any Required Amount included in the Certificate
Distribution Amount and the balance on deposit in the Reserve Fund and the
Class B Interest Reserve Amount on such Monthly Allocation Date, after
giving effect to withdrawals therefrom and deposits thereto on such Monthly
Allocation Date, the change in such balance from the immediately preceding
Monthly Allocation Date and the Specified Reserve Fund Balance;

(xiii) the amount of Transferor Amounts, if any, included in the
Certificate Distribution Amount;

(xiv) the Aggregate Net Investment Value as of the end of such
Collection Period;

(xv) the aggregate amount of Payments Ahead received by the Servicer
and being held thereby or on deposit in the SUBI Collection Account in
respect of future Collection Periods and the change in such amount from the
immediately preceding Monthly Allocation Date;

(xvi) the amount of Advances and Maturity Advances made, and the
amount of unreimbursed Advances and Maturity Advances outstanding after
giving effect to the allocation or distribution of the Certificate
Distribution Amount;

(xvii) the weighted average Contract Rate of the Contracts in the
1997-A SUBI Portfolio for the immediately preceding Collection Period, the
Charge-off Rate and Delinquency Percentage for each of the three
immediately preceding Collection Periods;

(xviii) Whether the "Residual Value Test" is satisfied, separately
stating (A) whether with respect to the related Collection Period the
number of Leased Vehicles returned to the Servicer during such period
relating to Contracts that became Matured Contracts during such period is
greater than 25% of all Contracts that, as of their respective origination
dates, had been scheduled to become Matured Contracts during such period
(provided that at least 500 such Contracts had been scheduled to become
Matured Contracts during such Collection Period), and (B) whether the
average Net Matured Leased Vehicle Proceeds during the three immediately
preceding calendar months (or the months of August and September 1997 in
the case of the October 1997 Determination Date) is less than 75% of the
average Residual Values of Leased Vehicles disposed of or liquidated during
such period;

provided, however, that such statement with respect to the Monthly Allocation
Date in September 1997 may include only information with respect to the 1997-A
SUBI Assets as of the Cut-off Date and with respect to the 1997-A SUBI
Certificateholders' Account Interest Deposit, and that such statement with
respect to the Monthly Allocation Date in October 1997 will include all such
information with respect to the Monthly Allocation Dates in September 1997 and
in October 1997 reported separately. Any Certificate Owner may obtain a copy of
any such statement, of any Servicer's Certificate required pursuant to Section
5.01(b) of the 1997-A SUBI Servicing Supplement, any annual report of
Independent Accountants required pursuant to Section 5.02 of the 1997-A SUBI
Servicing Supplement, and of any annual Officer's Certificate required pursuant
to Section 5.03 of the 1997-A SUBI Servicing Supplement, upon written request to
the 1997-A Securitization Trustee at the Corporate Trust Office.

(b) Within a reasonable period of time after the end of each calendar
year, but not later than the latest date permitted by law, the 1997-A
Securitization Trustee shall mail to each Person who at any time during such
calendar year shall have been a Holder of an Investor Certificate, a statement
or statements which in the aggregate contain the sum of the amounts set forth in
clauses (iii), (ix) and (xi) in Section 3.03(a) for such calendar year or, in
the event such Person shall have been a Holder of an Investor Certificate during
a portion of such calendar year, for the applicable portion of such year, for
the purposes of such Certificateholder's preparation of federal income tax
returns. In addition, the Servicer shall furnish to the 1997-A Securitization
Trustee for distribution to such Person at such time any other information
reasonably necessary under applicable law for the preparation of such income tax
returns.

ARTICLE FOUR
THE CERTIFICATES

SECTION 4.01 THE CERTIFICATES.

(a) The Class A-1 Certificates, the Class A-2 Certificates, the Class
A-3 Certificates, the Class B Certificates and the Transferor Certificate shall
be substantially in the form of Exhibits ▇-▇, ▇-▇, ▇-▇, B and C, respectively,
to this 1997-A Securitization Trust Agreement. The Class A-1 Certificates, the
Class A-2 Certificates and the Class A-3 Certificates shall be issuable in
minimum denominations of $1,000 and integral multiples of $1 in excess thereof
and the Class B Certificates shall be issuable in minimum denominations of
$250,000 and integral multiples of $1,000 in excess thereof (PROVIDED that no
Class B Certificate may be issued or transferred in a denomination that would
cause there to be, immediately after such issuance or transfer, one hundred
(100) or more Class B Certificateholders);

PROVIDED, HOWEVER, that one Class A-1 Certificate, one Class A-2 Certificate,
one Class A-3 Certificate and one Class B Certificate may be issued in a
denomination that includes any remaining portion of the Initial Class A-1
Certificate Balance, the Initial Class A-2 Certificate Balance, the Initial
Class A-3 Certificate Balance and the Initial Class B Certificate Balance,
respectively (each, a "Residual Certificate"). A single Transferor Certificate
shall be issued. The Certificates shall be executed on behalf of the 1997-A
Securitization Trustee by manual or facsimile signature of an officer or other
authorized signatory of the 1997-A Securitization Trustee. Certificates bearing
the manual or facsimile signatures of individuals who were, at the time when
such signatures were affixed, authorized to sign on behalf of the 1997-A
Securitization Trustee shall not be rendered invalid, notwithstanding that such
individuals or any of them have ceased to be so authorized prior to the
authentication and delivery of such Certificates or did not hold such offices at
the date of such Certificates. All Certificates shall be dated the date of
their authentication.

(b) The Investor Certificates shall represent fractional undivided
interests in the 1997-A Securitization Trust, including the right to receive the
Investor Percentage of Interest Collections and Principal Collections and the
other amounts at the times and in the amounts specified in this 1997-A
Securitization Trust Agreement. The Transferor Certificate shall represent the
interest in the 1997-A Securitization Trust not represented by the Investor
Certificates.

SECTION 4.02. AUTHENTICATION AND DELIVERY OF CERTIFICATES.

In exchange for, and simultaneously with the sale, assignment and transfer
to the 1997-A Securitization Trustee of the 1997-A SUBI (exclusive of all monies
and payments due or payable under any Residual Value Insurance Policy and the
right to receive such amounts), the 1997-A SUBI Certificate and the other assets
of the 1997-A Securitization Trust, the 1997-A Securitization Trustee shall
cause to be executed, authenticated and delivered to or upon the order of the
Transferor Investor Certificates in authorized denominations equaling in the
aggregate the sum of the Initial Class A-1 Certificate Balance, the Initial
Class A-2 Certificate Balance, the Initial Class A-3 Certificate Balance and the
Initial Class B Certificate Balance, and the Transferor Certificate, each duly
authorized by the 1997-A Securitization Trustee, and evidencing the entire
ownership of the 1997-A Securitization Trust. No Certificate shall be entitled
to any benefit under this 1997-A Securitization Trust Agreement, or be valid for
any purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form set forth in Exhibit ▇-▇, ▇-▇, ▇-▇, B
or C to this 1997-A Securitization Trust Agreement, as the case may be, executed
by the 1997-A Securitization Trustee by manual signature, and such certificate
upon any Certificate shall be

conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered under this 1997-A Securitization Trust Agreement.

SECTION 4.03. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.

(a) The Certificate Registrar shall maintain a Certificate Register
in which, subject to such reasonable regulations as it may prescribe, the
Certificate Register shall provide for the registration of Certificates and
transfers and exchanges of Certificates as provided in this 1997-A
Securitization Trust Agreement; PROVIDED, HOWEVER, that Bankers Trust Company
Luxembourg S.A. and any transfer agent appointed in Hong Kong shall provide for
transfers and exchanges of the Definitive Certificates. The 1997-A
Securitization Trustee is hereby initially appointed Certificate Registrar for
the purpose of registering Certificates and transfers and exchanges of
Certificates as provided in this 1997-A Securitization Trust Agreement. In the
event that, subsequent to the Closing Date, the 1997-A Securitization Trustee
notifies the Servicer that it is unable to act as Certificate Registrar, the
Servicer shall appoint another bank or trust company, having an office or agency
located in the Borough of Manhattan, The City of New York, agreeing to act in
accordance with the provisions of this 1997-A Securitization Trust Agreement
applicable to it, and otherwise acceptable to the 1997-A Securitization Trustee,
to act as successor Certificate Registrar under this 1997-A Securitization Trust
Agreement.

The Transferor Certificate shall be owned by the Transferor and may not be
transferred, as provided by Section 5.06.

No transfer of the Class B Certificates shall be made unless such resale or
transfer is made (i) pursuant to an effective Registration Statement under the
Securities Act, (ii) in a transaction (other than a transaction in clause (iv)
below) exempt from the registration requirements of the Securities Act and
applicable state and foreign securities laws (iii) to the Transferor, or (iv) to
a Person who the transferor of such Class B Certificate reasonably believes is a
qualified institutional buyer within the meaning of Rule 144A under the
Securities Act and that is aware that the resale or other transfer is being made
in reliance on Rule 144A or to an institutional "accredited investor" as defined
in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an "Institutional
Accredited Investor"). In the event that a transfer is to be made as described
in clause (ii) of the preceding sentence, the prospective transferee shall
deliver or cause to be delivered an Opinion of Counsel in form and substance
satisfactory to the 1997-A Securitization Trustee and the Transferor to the
effect that such transfer may be made without registration under the Securities
Act or any applicable state or foreign securities

laws. In the event that a transfer is to be made as described in clause (iv),
the 1997-A Securitization Trustee shall require that the transferee execute a
representation letter acceptable to and in form and substance satisfactory to
the 1997-A Securitization Trustee (PROVIDED that the form attached as Exhibit D
or Exhibit E, as applicable, shall be deemed acceptable if it is completed in a
manner acceptable to the 1997-A Securitization Trustee) certifying to the 1997-A
Securitization Trustee the facts surrounding such transfer, which representation
letter shall not be an expense of the 1997-A Securitization Trustee, the
Transferor or the Servicer. In the case of a transfer under either clause (ii)
or clause (iv), the Holder of a Class B Certificate desiring to effect such
transfer shall, and does hereby agree to, indemnify the 1997-A Securitization
Trustee, the Transferor and the Servicer against any liability that may result
if the transfer is not so exempt or is not made in accordance with the
Securities Act and such state laws. Neither the Transferor, the Servicer nor the
1997-A Securitization Trustee is under any obligation to register the Class B
Certificates under the Securities Act or any applicable state or foreign
securities laws. Prospective purchasers of the Class B Certificates are hereby
notified that the seller of any Class B Certificates may be relying on the
exemption from the registration requirements of Section 5 of the Act provided by
Rule 144A under the Act.

The Class B Certificates or a beneficial interest therein may not be
transferred unless the 1997-A Securitization Trustee has received (i) either
(a) a certificate from the transferee to the effect that such transferee is not
an employee benefit plan, trust or account subject to ERISA, or subject to
Section 4975 of the Code, or a governmental plan defined in Section 3(32) of
ERISA subject to any federal, state or local law which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code ("Similar Law") (each,
a "Benefit Plan") and is not an entity, including an insurance company separate
account or an insurance company general account if the assets in any such
accounts constitute "Plan Assets" for purposes of regulation Section 2510.3-101
of ERISA, whose underlying assets include Benefit Plan assets by reason of a
Benefit Plan's investment in the entity (such Benefit Plan or entity, a "Benefit
Plan Investor") or (b) an Opinion of Counsel satisfactory to the 1997-A
Securitization Trustee, the Transferor and the Servicer to the effect that the
purchase or holding of such Class B Certificate will not constitute or result in
the assets of the 1997-A Securitization Trust being deemed to be "Plan Assets"
subject to the fiduciary responsibility provisions of ERISA or prohibited
transactions provisions of Section 4975 of the Code or Similar Law, will not
constitute or result in a prohibited transaction within the meaning of Section
406 or Section 407 of ERISA or Section 4975 of the Code or Similar Law, and will
not subject the 1997-A Securitization Trustee, the Transferor or the Servicer to
any obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of

the Code or Similar Law) and (ii) a certificate to the effect that if the
transferee is a partnership, grantor trust or S corporation for federal income
tax purposes (a "Flow-Through Entity"), any Class B Certificates owned by such
Flow-Through Entity will represent less than 50% of the value of all the assets
owned by such Flow-Through Entity and no special allocation of income, gain,
loss, deduction or credit from such Class B Certificates will be made among the
beneficial owners of such Flow-Through Entity. Notwithstanding the foregoing
restrictions, the 1997-A Securitization Trustee shall permit a transfer of
Class B Certificates to a Benefit Plan if, in the sole determination of the
1997-A Securitization Trustee, after giving effect to the proposed transfer to
such Benefit Plan, Benefit Plans will not own 25% or more of the Class B
Certificates (by Class Certificate Balance).

The Transferor shall, whenever the 1997-A Securitization Trust is not
subject to Section 13 or 15(d) of the Exchange Act, make available, upon
request, to any holder of such Class B Certificates in connection with any sale
thereof and any prospective purchaser of Class B Certificates from such holder
the information specified in Rule 144A(d)(4) under the Securities Act.

In addition, no resale or other transfer of the Class B Certificates or any
interest therein shall be permitted unless immediately after giving effect to
such resale or other transfer, there would be fewer than 100 Class B
Certificateholders.

The Class B Certificates, this 1997-A Securitization Trust Agreement and
related documents may be amended or supplemented from time to time to modify
restrictions on and procedures for resale and other transfer of such Class B
Certificates to reflect any change in applicable law or regulation (or the
interpretation thereof) or practices relating to the resale or transfer of
restricted securities generally.

(b) Upon surrender for registration of transfer of any Certificate at
the Corporate Trust Office of the 1997-A Securitization Trustee in its capacity
as Certificate Registrar, or at the office of the agent of the 1997-A
Securitization Trustee as Certificate Registrar, who shall initially be First
Trust of New York, National Association, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in the Borough of Manhattan, the City of New York and, with
respect to the Definitive Certificates, Bankers Trust Company Luxembourg S.A.
and any agent appointed for such purpose in Hong Kong for so long as any Class A
Certificates are listed on the Luxembourg and Hong Kong Stock Exchanges, or the
appropriate office of any successor Certificate Registrar, the 1997-A
Securitization Trustee shall execute, authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates of the
same Class in authorized denominations of a like aggregate principal amount.

(c) At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of the same Class of authorized denominations
of a like aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the 1997-A Securitization Trustee on behalf of the
1997-A Securitization Trust shall execute, authenticate and deliver the
Certificates that the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer in
form satisfactory to the 1997-A Securitization Trustee and the Certificate
Registrar duly executed by the Holder thereof or his attorney duly authorized in
writing.

(d) No service charge shall be imposed on any Holder for any
registration of transfer or exchange of Certificates, but the 1997-A
Securitization Trustee may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any transfer or
exchange of Certificates, subject in Hong Kong to the limits set forth in The
Hong Kong Listing Agreement.

(e) All Certificates surrendered for registration of transfer and
exchange shall be cancelled and subsequently destroyed by the 1997-A
Securitization Trustee.

(f) No Class B Certificate shall be listed for trading on any
recognized securities exchange.

SECTION 4.04. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

If (i) any mutilated Certificate is surrendered to the Certificate
Registrar (or Bankers Trust Company Luxembourg S.A. and any agent appointed for
such purpose in Hong Kong with respect to the Definitive Certificates), or the
Certificate Registrar (or Bankers Trust Company Luxembourg S.A. and any agent
appointed for for such purpose in Hong Kong) receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and (ii)
there is delivered to the Certificate Registrar (or Bankers Trust Company
Luxembourg S.A. and any agent appointed for such purpose in Hong Kong with
respect to the Definitive Certificates) and the 1997-A Securitization Trustee
such security or indemnity as may be required by them to save each of them and
the 1997-A Securitization Trust harmless, then, in the absence of notice that
such Certificate has been acquired by a bona fide purchaser, the 1997-A
Securitization Trustee on behalf of the 1997-A Securitization Trust shall
execute and the 1997-A Securitization Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and Percentage Interest. In
connection

with the issuance of any new Certificate under this Section, the 1997-A
Securitization Trustee may require the payment by the Holder of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto. Any duplicate Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the 1997-A
Securitization Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time, and any such lost, stolen
or destroyed Certificate shall, upon issuance of any such duplicate Certificate,
be null, void and of no effect.

SECTION 4.05. PERSONS DEEMED OWNERS.

Prior to due presentation of a Certificate for registration of transfer,
the 1997-A Securitization Trustee, the Certificate Registrar and any of their
respective agents may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 3.01 and for all other purposes whatsoever,
and neither the 1997-A Securitization Trustee, the Certificate Registrar nor any
of their respective agents shall be affected by any notice to the contrary.

SECTION 4.06. ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.

The Certificate Registrar shall furnish or cause to be furnished to the
Servicer, within 15 days after receipt by the Certificate Registrar of a written
request therefor from the Servicer, a list, in such form as the Servicer may
reasonably require, of the names and addresses of the Certificateholders as of
the most recent Record Date. If three or more Certificateholders or holders of
Investor Certificates evidencing not less than 25% of the aggregate Percentage
Interests of any Class (hereinafter referred to as "Applicants") apply in
writing to the 1997-A Securitization Trustee, and such application states that
the Applicants desire to communicate with other Investor Certificateholders with
respect to their rights under this 1997-A Securitization Trust Agreement or
under the Certificates and such application is accompanied by a copy of the
communication that such Applicants propose to transmit, then the 1997-A
Securitization Trustee shall, within five Business Days after the receipt of
such application, afford such Applicants access, during normal business hours,
to the current list of Investor Certificateholders. Every Certificateholder, by
receiving and holding a Certificate, agrees with the Servicer and the 1997-A
Securitization Trustee that neither the Servicer nor the 1997-A Securitization
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Certificateholders under the
Agreement, regardless of the source from which such information was derived.

SECTION 4.07. MAINTENANCE OF OFFICE OR AGENCY.

The 1997-A Securitization Trustee shall maintain in the Borough of
Manhattan, The City of New York, an office or offices or agency or agencies
where Certificates may be surrendered for registration of transfer or exchange.
The initial such agency shall be c/o First Trust of New York, National
Association, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and, with
respect to the Definitive Certificates shall be Bankers Trust Company Luxembourg
S.A., ▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and any agent appointed
for such purpose in Hong Kong for so long as any Class A Certificates are listed
on the Luxembourg and Hong Kong Stock Exchanges; PROVIDED that a copy of any
such Certificate surrendered shall be sent to the 1997-A Securitization Trustee
at the Corporate Trust Office. The 1997-A Securitization Trustee shall give
prompt written notice to the Transferor, the Servicer and the Certificateholders
of any change in the location of any such office or agency. Notices and demands
to or upon the 1997-A Securitization Trustee in respect of the Certificates and
this 1997-A Securitization Trust Agreement shall not be sent to such office or
agency, but shall be sent as set forth in Section 10.02.

SECTION 4.08. TEMPORARY CERTIFICATES.

Pending the preparation of definitive Class A-1 Certificates, Class A-2
Certificates or Class A-3 Certificates, the 1997-A Securitization Trustee, on
behalf of the 1997-A Securitization Trust, may execute, authenticate and
deliver, temporary Class A-1 Certificates, Class A-2 Certificates or Class A-3
Certificates that are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Class A-1 Certificates, Class A-2 Certificates or Class A-3
Certificates in lieu of which they are issued. If temporary Class A-1
Certificates, Class A-2 Certificates or Class A-3 Certificates are issued, the
Transferor will cause definitive Class A-1 Certificates, Class A-2 Certificates
or Class A-3 Certificates to be prepared without unreasonable delay. After the
preparation of definitive Class A-1 Certificates, Class A-2 Certificates or
Class A-3 Certificates, the temporary Class A-1 Certificates, Class A-2
Certificates or Class A-3 Certificates shall be exchangeable for definitive
Class A-1 Certificates, Class A-2 Certificates or Class A-3 Certificates upon
surrender of the temporary Class A-1 Certificates, Class A-2 Certificates, or
Class A-3 Certificates at the office or agency to be maintained as provided in
Section 4.07, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Class A Certificates, the 1997-A Securitization
Trustee shall execute and authenticate and deliver in exchange therefor a like
principal amount of definitive Class A Certificates in authorized denominations.
Until so exchanged the temporary Class

A Certificates shall in all respects be entitled to the same benefits under the
Agreement as definitive Class A Certificates.

SECTION 4.09. BOOK-ENTRY CERTIFICATES.

The Class A-1 Certificates, the Class A-2 Certificates and the Class A-3
Certificates, upon original issuance will be issued in the form of one or more
typewritten certificates representing the Book-Entry Certificates, to be
delivered to DTC, the initial Clearing Agency, by, or on behalf of, the
Transferor. The certificate or certificates delivered to DTC evidencing such
Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates shall
initially be registered on the Certificate Register in the name of Cede & Co.,
the nominee of the initial Clearing Agency, and no Certificate Owner will
receive a definitive certificate representing such Certificate Owner's interest
in the Class A-1 Certificates, the Class A-2 Certificates or the Class A-3
Certificates, except as provided in Section 4.11. Unless otherwise specified in
this 1997-A Securitization Trust Agreement, unless and until definitive, fully
registered Class A-1 Certificates, Class A-2 Certificates, and Class A-3
Certificates (the "Definitive Certificates") have been issued to Certificate
Owners pursuant to Section 4.11:

(i) the provisions of this Section shall be in full force and effect;

(ii) the Transferor, the Servicer, the Certificate Registrar and the
1997-A Securitization Trustee may deal with the Clearing Agency for all
purposes (including the making of distributions on the Class A-1
Certificates, the Class A-2 Certificates and the Class A-3 Certificates) as
the authorized representative of the Certificate Owners;

(iii) to the extent that the provisions of this Section conflict with
any other provisions of the Agreement, the provisions of this Section shall
control;

(iv) the rights of Certificate Owners shall be exercised only through
(or through procedures established by) the Clearing Agency and shall be
limited to those established by law and agreements between such Certificate
Owners and the Clearing Agency and/or the Clearing Agency Participants.
Unless and until Definitive Certificates are issued pursuant to Section
4.11, the initial Clearing Agency will make book-entry transfers among the
Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Class A-1 Certificates, the Class A-2
Certificates and the Class A-3 Certificates to such Clearing Agency
Participants; and

(v) whenever this 1997-A Securitization Trust Agreement requires or
permits actions to be taken based upon instructions or directions of
Holders of Class A-1 Certificates, Class A-2 Certificates or Class A-3
Certificates evidencing a specified aggregate Percentage Interest thereof
the Clearing Agency shall be deemed to represent such percentage (if and to
the extent that it will act on behalf of Certificate Owners and/or Clearing
Agency Participants) only to the extent that it has received instructions
to such effect from Certificate Owners and/or Clearing Agency Participants
owning or representing, respectively, such required percentages of the
beneficial interest in Class A-1 Certificates, Class A-2 Certificates or
Class A-3 Certificates and has delivered such instructions to the 1997-A
Securitization Trustee.

SECTION 4.10. NOTICES.

Whenever notice or other communication to the Class A-1 Certificateholders,
Class A-2 Certificateholders or the Class A-3 Certificateholders is required
under this 1997-A Securitization Trust Agreement, other than to the Holder of
the Residual Certificate with respect to the Class A-1 Certificates, the Class
A-2 Certificates or the Class A-3 Certificates, respectively, unless and until
Definitive Certificates shall have been issued to Certificate Owners pursuant to
Section 4.11, the 1997-A Securitization Trustee and the Servicer shall give all
such notices and communications specified herein to be given to Holders of the
Class A-1 Certificates, the Class A-2 Certificates or the Class A-3 Certificates
to the Clearing Agency. Whenever notice or other communication to the holders
of Definitive Certificates is required under this 1997-A Securitization Trust
Agreement, the 1997-A Securitization Trustee and the Servicer shall give all
such notices and communications specified herein to the Holders of such
Definitive Certificates as follows: (i) for so long as any Definitive
Certificates are listed on the Luxembourg Stock Exchange, notices to holders of
Definitive Certificates will be given by publication in a leading daily
newspaper of general circulation in Luxembourg or, if publication in Luxembourg
is not practical, in Europe. Such publication is expected to be made in the
LUXEMBOURG WORT; and (ii) for so long as any Definitive Certificates are listed
on The Stock Exchange of Hong Kong Limited, notices to holders of Definitive
Certificates will be given by publication in a leading daily newspaper of
general circulation in the English language in Hong Kong. Such publication is
expected to be made in the SOUTH CHINA MORNING POST. In addition, if Definitive
Certificates are issued, such notices will be mailed to the addresses of holders
thereof at the addresses therefor as they appear in the Corporate Register
maintained by the 1997-A Securitization Trustee prior to such mailing. Such
notices will be

deemed to have been given on the date of such publication or mailing.

SECTION 4.11. DEFINITIVE CERTIFICATES.

If (i)(A) the Transferor advises the 1997-A Securitization Trustee in
writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities as described in the letter of representations
among the Transferor, the 1997-A Securitization Trustee and the Clearing Agency
and (B) the 1997-A Securitization Trustee or the Transferor is unable to locate
a qualified successor, (ii) the Transferor at its option, advises the 1997-A
Securitization Trustee in writing that it elects to terminate the book-entry
system through the Clearing Agency, or (iii) after the occurrence of an Early
Amortization Event, Certificate Owners representing beneficial interests in the
Class A-1 Certificates, the Class A-2 Certificates and the Class A-3
Certificates (voting together as a single class) aggregating not less than 51%
of the Percentage Interests advise the 1997-A Securitization Trustee and the
Clearing Agency through the Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the Certificate Owners, then the 1997-A Securitization
Trustee shall notify all Certificate Owners, of the occurrence of such event and
of the availability of Definitive Certificates to Certificate Owners requesting
the same. Upon surrender to the 1997-A Securitization Trustee of the Class A-1
Certificates, the Class A-2 Certificates or the Class A-3 Certificates by the
Clearing Agency, accompanied by registration instructions from the Clearing
Agency for registration, the 1997-A Securitization Trustee shall issue the
Definitive Certificates and deliver such Definitive Certificates in accordance
with the instructions of the Clearing Agency. None of the Transferor, the
Certificate Registrar or the 1997-A Securitization Trustee shall be liable for
any delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates, the 1997-A Securitization Trustee shall recognize the
Holders of the Definitive Certificates as Class A-1 Certificateholders, Class
A-2 Certificateholders or Class A-3 Certificateholders hereunder, as applicable.
The 1997-A Securitization Trustee shall not be liable if the 1997-A
Securitization Trustee or the Transferor is unable to locate a qualified
successor Clearing Agency.

The Class B Certificates shall be Definitive Certificates in minimum
denominations of $250,000 and in integral multiples of $1,000 in excess thereof.

Holders of Definitive Certificates in Luxembourg may contact Bankers Trust
Company Luxembourg S.A. to arrange for receipt of their Definitive Certificates.
Holders of Definitive Certificates in Luxembourg will be able to effect
transfers by delivery of the Definitive Certificates to Bankers Trust Company
Luxembourg S.A. with instructions for the transfer of all or part thereof to the
proposed transferee thereof. If Definitive Certificates are issued in Hong
Kong, a transfer agent will be appointed in Hong Kong.

SECTION 4.12. TAX TREATMENT.

(a) It is the intention of the Transferor and the Investor
Certificateholders that the Investor Certificates will be indebtedness of the
Transferor for federal, state and local income and franchise tax purposes and
for purposes of any other tax imposed on or measured by income. The Transferor,
the 1997-A Securitization Trustee and each Holder of an Investor Certificate (or
Certificate Owner) by acceptance of its Investor Certificate (or, in the case of
a Certificate Owner, by virtue of such Certificate Owner's acquisition of a
beneficial interest therein) agree to treat the Investor Certificates (or
beneficial interest therein), for purposes of federal, state and local income or
franchise taxes and any other tax imposed on or measured by income, as secured
indebtedness of the Transferor and to report the transactions contemplated by
this 1997-A Securitization Trust Agreement on all applicable tax returns in a
manner consistent with such treatment. Each Holder of an Investor Certificate
agrees that it will cause any Certificate Owner acquiring an interest in a
Certificate through it to comply with this 1997-A Securitization Trust Agreement
as to treatment as secured indebtedness for federal, state and local income and
franchise tax purposes and for purposes of any other tax imposed on or measured
by income. Each Holder of an Investor Certificate also agrees that it will not
be entitled to any of the tax benefits related to the 1997-A Contracts and
1997-A Leased Vehicles, including any of the depreciation deductions resulting
therefrom.

(b) In the event that, notwithstanding the statement of intentions and
undertakings set forth in Section 4.12(a), it is finally determined that the
Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates
and/or the Class B Certificates do not evidence indebtedness of the Transferor
for all income and franchise tax purposes, but rather represent an equity
interest in the assets of the 1997-A Securitization Trust, then the Transferor,
the 1997-A Securitization Trustee, each Holder of such Investor Certificate and
each Certificate Owner thereof, by virtue of acquiring a beneficial interest
therein, all agree (i) to treat such Investor Certificates, together with the
Transferor Certificate, as representing an interest in a partnership for all tax
purposes, (ii) to treat all payments in respect of such

Investor Certificates (to the extent not a return of capital) as a "guaranteed
payment" thereon made pursuant to Section 707(c) of the Code, and (iii) to
allocate all other items of income, gain, deduction, loss or credit with respect
to the assets and operations of the 1997-A Securitization Trust to the
Transferor.

SECTION 4.13. ERISA MATTERS.

The Transferor shall cause the Class A-1 Certificates, the Class A-2
Certificates and the Class A-3 Certificates to be registered under Section 12(g)
of the Exchange Act within 120 days after December 31, 1997 and, with respect to
each such Class of Class A Certificates, maintain such registration until the
Class Certificate Balance of such Class of Class A Certificates (after giving
effect to any reimbursements of Certificate Principal Loss Amounts allocated
thereto) is reduced to zero. The Transferor has applied to the Department of
Labor for an administrative exemption (the "Requested Exemption") from certain
of the prohibited transaction rules of ERISA in respect of the Class A
Certificates. Notwithstanding the foregoing, if the Requested Exemption is
granted by the Department of Labor substantially in the form for which the
application for the Requested Exemption was made, the Transferor, at its option,
may deregister the Class A Certificates under the Exchange Act or, if such
registration has not been effected, not register the Class A Certificates under
the Exchange Act.

ARTICLE FIVE
THE TRANSFEROR

SECTION 5.01. REPRESENTATIONS OF TRANSFEROR.

The Transferor hereby makes the following representations on which the
1997-A Securitization Trustee relies in accepting the 1997-A SUBI and 1997-A
SUBI Certificate in trust and authenticating the Certificates. The
representations speak as of the execution and delivery of this 1997-A
Securitization Trust Agreement, but shall survive the sale, transfer and
assignment of the 1997-A SUBI and 1997-A SUBI Certificate to the 1997-A
Securitization Trustee.

(a) ORGANIZATION AND GOOD STANDING. The Transferor is a corporation
duly incorporated and validly existing and in good standing under the laws of
the State of California, with power and authority to own its properties and to
conduct its business as such properties shall be currently owned and such
business is presently conducted, and has power, authority and legal right to
acquire, own and sell the 1997-A SUBI and 1997-A SUBI Certificate.

(b) DUE REGISTRATION. The Transferor is duly registered as a foreign
corporation in good standing, and has obtained all necessary licenses and
approvals in all jurisdictions in which the

ownership or lease of property or the conduct of its business requires such
qualifications, except where the failure to so qualify or to have obtained such
licenses and approvals would not have a material adverse effect on the earnings,
business affairs or business prospects of the Transferor.

(c) POWER AND AUTHORITY. The Transferor has the power and authority
to execute and deliver this 1997-A Securitization Trust Agreement and to carry
out its terms, the Transferor has full power and authority to sell and assign
the property to be sold and assigned to and deposited with the 1997-A
Securitization Trustee as part of the 1997-A Securitization Trust and has duly
authorized such sale and assignment to the 1997-A Securitization Trustee by all
necessary action; and the execution, delivery and performance of this 1997-A
Securitization Trust Agreement have been duly authorized by the Transferor by
all necessary corporate action.

(d) VALID SALE; BINDING OBLIGATIONS. This 1997-A Securitization
Trust Agreement evidences a valid sale, transfer and assignment of the 1997-A
SUBI and 1997-A SUBI Certificate (excluding the proceeds of the Residual Value
Insurance Policy), and constitutes a legal, valid and binding obligation of the
Transferor enforceable in accordance with its terms, in each case except as
enforceability may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights in general and by
general principles of equity, regardless of whether such enforceability shall be
considered in a proceeding in equity or at law.

(e) NO VIOLATION. The consummation of the transactions contemplated
by this 1997-A Securitization Trust Agreement and the fulfillment of the terms
of this 1997-A Securitization Trust Agreement do not conflict with, result in
any breach of any of the terms and provisions of, nor constitute (with or
without notice or lapse of time) a default under, the Articles of Incorporation
of the Transferor, or conflict with or violate any of the material terms or
provisions of, or constitute (with or without notice or lapse of time) a default
under, any indenture, agreement or other instrument to which the Transferor is a
party or by which it is bound; nor result in the creation or imposition of any
Lien upon any of its properties pursuant to the terms of any such indenture,
agreement or other instrument (other than this 1997-A Securitization Trust
Agreement, the 1997-A SUBI Supplement, the 1997-A SUBI Servicing Supplement, the
1997-A SUBI Certificate Purchase and Sale Agreement and the Back-Up Security
Agreement; nor violate any law or, to the best of the Transferor's knowledge,
any order, rule or regulation applicable to the Transferor of any court or of
any federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Transferor or its
properties; which breach, default, conflict, lien or violation would have a
material adverse effect on the earnings, business affairs or business prospects
of the Transferor.

(f) NO PROCEEDINGS. There are no proceedings or investigations
pending, or to the Transferor's best knowledge, threatened, before any court,
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Transferor or its properties: (i) asserting the
invalidity of this 1997-A Securitization Trust Agreement or the Certificates,
(ii) seeking to prevent the issuance of the Certificates or the consummation of
any of the transactions contemplated by this 1997-A Securitization Trust
Agreement, (iii) seeking any determination or ruling that might materially and
adversely affect the performance by the Transferor of its obligations under, or
the validity or enforceability of, this 1997-A Securitization Trust Agreement or
the Certificates or (iv) relating to the Transferor and which might adversely
affect the federal, Delaware or Illinois income tax attributes of the
Certificates.

(g) TITLE TO 1997-A SUBI CERTIFICATE. Prior to the transfer pursuant
to this 1997-A Securitization Trust Agreement, the Transferor has good title to,
and is the sole legal and beneficial owner of, the 1997-A SUBI Certificate, free
and clear of all Liens, except as provided for in the Back-Up Security
Agreement.

(h) CONSENTS AND APPROVALS. The Transferor has obtained or made all
necessary licenses, consents, approvals, waivers and notifications of creditors,
lessors and other nongovernmental Persons, in each case in connection with the
execution and delivery of this 1997-A Securitization Trust Agreement and the
consummation of all the transactions herein contemplated, and the Transferor is
not required to obtain the consent of any other party or the consent, license,
approval, or authorization from, or registration or declaration with, any
governmental authority, bureau or agency in connection with the execution,
delivery, performance, validity or enforceability of this 1997-A Securitization
Trust Agreement.

SECTION 5.02. LIABILITY OF TRANSFEROR; INDEMNITIES.

(a) The Transferor shall be liable in accordance with this 1997-A
Securitization Trust Agreement only to the extent of the obligations in this
1997-A Securitization Trust Agreement specifically undertaken by the Transferor
in such capacity under this 1997-A Securitization Trust Agreement and shall have
no other obligations or liabilities hereunder.

(b) The Transferor agrees to be, and shall be, liable (as if the
1997-A Securitization Trust were a limited partnership under the California
Revised Limited Partnership Act in which the Transferor is the general partner)
without limitation for all liabilities (including taxes), contracts, expenses,
indemnity

payments and other charges of the 1997-A Securitization Trust, other than
distributions to Certificateholders.

SECTION 5.03. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS
OF, TRANSFEROR; CERTAIN LIMITATIONS.

(a) Any Person (i) into which the Transferor may be merged or
consolidated, (ii) which may result from any merger, conversion or consolidation
to which the Transferor shall be a party or (iii) which may succeed to all or
substantially all of the business of the Transferor, shall be the successor to
the Transferor under this 1997-A Securitization Trust Agreement without the
execution or filing of any document or any further act on the part of any of the
parties to this 1997-A Securitization Trust Agreement, except that if the
Transferor in any of the foregoing cases is not the surviving entity, then the
surviving entity shall execute an agreement of assumption to perform every
obligation of the Transferor either generally or specifically as provided
herein. The Transferor shall provide prior notice of any merger, consolidation
or succession pursuant to this Section to each Rating Agency.

(b) (i) Subject to subparagraph (ii) below, the purpose of the
Transferor shall be to engage in any lawful activity for which a
corporation may be organized under the laws of the State of California
other than the banking business, the trust company business or the practice
of a profession that is permitted to be incorporated under the California
Corporations Code.

(ii) Notwithstanding subparagraph (b)(i) above, the purpose of the
Transferor shall be limited to the following purposes and activities
incidental to and necessary or convenient to accomplish the following
purposes:

(A) to acquire from time to time from TMCC all right, title and
interest in and to the SUBI Certificates evidencing units of beneficial interest
in the SUBI Assets;

(B) to acquire, own, hold, service, sell, assign, pledge and
otherwise deal with the SUBI Certificates and SUBI Assets, related insurance
policies, related agreements with TMCC and any proceeds or further rights
associated with any of the foregoing;

(C) to sell, assign, transfer, convey and/or pledge all or any part
of each such SUBI Certificate to one or more trusts or other persons or legal
entities pursuant to one or more securitization trust agreements, indentures or
similar agreements (the "Agreements") to be entered into by and among TMCC, as

servicer, the Transferor and each other pledgee or transferee named therein (the
"transferees");

(D) to sell any series or class of asset-backed certificates or other
securities issued by or evidencing interests in the transferees or obligations
of the transferees or the Transferor under the related Agreements, including the
Investor Certificates ("Securities");

(E) to hold and enjoy all of the rights and privileges of any
Securities so issued under the related Agreements;

(F) to perform its obligations under the Agreements; and

(G) to engage in any activity and to exercise any powers permitted to
corporations under the laws of the State of California that are related or
incidental to the foregoing and necessary, convenient or advisable to accomplish
the foregoing.

(c) Notwithstanding any other provision of this Section and any
provision of law, the Transferor shall not do any of the following:

(i) engage in any business or activity other than as set forth in
clause (b) above;

(ii) without the affirmative vote of a majority of the members of the
Board of Directors of the Transferor (which must include the affirmative
vote of all Independent Directors of the Transferor, as required by
certificate of incorporation of the Transferor), (A) dissolve or liquidate,
in whole or in part, or institute proceedings to be adjudicated bankrupt or
insolvent, (B) consent to the institution of bankruptcy or insolvency
proceedings against it, (C) file a petition seeking or consent to
reorganization or relief under any applicable federal or state law relating
to bankruptcy, (D) consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the
Transferor or a substantial part of its property, (E) make a general
assignment for the benefit of creditors, (F) admit in writing its inability
to pay its debts generally as they become due, or (G) take any corporate
action in furtherance of the actions set forth in clauses (A) through (F)
above;

(iii) without the affirmative vote of the members of the Board of
Directors of the Transferor (including each Independent Director), merge or
consolidate with any other corporation, company or entity or sell all or
substantially all of its assets or acquire all or substantially all of the
assets or capital stock or other ownership interest of any other
corporation, company or entity; PROVIDED that such restrictions shall not
limit the acquisition of SUBI

Certificates from TMCC or the ability of the Transferor to sell, assign,
transfer, convey and/or pledge all or any part of any SUBI Certificate in
accordance with Section 5.03(B)(II) hereof, on which there shall be no such
restriction; or

(iv) so long as any outstanding debt of the Transferor or Securities
are rated by any nationally recognized statistical rating agency, issue
unsecuritized notes or otherwise borrow money unless

(A) the Transferor has made a written request to the related
nationally recognized rating agency to issue unsecured notes or incur borrowings
and such notes or borrowings are rated by the related nationally recognized
rating agency the same as or higher than the rating afforded any outstanding
rated debt or Securities, or

(B) such notes or borrowings (1) are fully subordinated (and which
shall provide for payment only after payment in respect of all outstanding rated
debt and/or Securities) or are nonrecourse against any assets of the Transferor
other than the assets pledged to secure such notes or borrowings, (2) do not
constitute a claim against the Transferor in the event that such assets are
insufficient to pay such notes or borrowings, and (3) where such notes or
borrowings are secured by the rated debt or Securities, are fully subordinated
(and which shall provide for payment only after payment in respect of all
outstanding rated debt and/or Securities) to such rated debt or Securities.

SECTION 5.04. LIMITATION ON LIABILITY OF TRANSFEROR AND OTHERS.

The Transferor and any director or officer or employee or agent of the
Transferor may rely in good faith on the advice of counsel or on any document of
any kind, prima facie properly executed and submitted by any Person respecting
any matters arising under this 1997-A Securitization Trust Agreement.

SECTION 5.05. TRANSFEROR MAY OWN INVESTOR CERTIFICATES.

Each of the Transferor and any Person controlling, controlled by or under
common control with the Transferor may in its individual or any other capacity
become the owner or pledgee of Investor Certificates with the same rights as it
would have if it were not the Transferor or such an affiliate thereof except as
otherwise specifically provided in the definition of the term
"Certificateholder." Investor Certificates so owned by or pledged to the
Transferor or such controlling or commonly controlled Person shall have an equal
and proportionate benefit under the provisions of this 1997-A Securitization
Trust Agreement, without preference, priority or distinction as among all of the
Investor Certificates.

The Transferor will give notice to each Rating Agency if any such controlling or
commonly controlled Person shall at any time become the owner or pledgee of
Investor Certificates.

SECTION 5.06. NO TRANSFER.

The Transferor on behalf of itself and its successors and assigns hereby
covenants that it will not transfer, pledge or assign to any Person the
Transferor Certificate or any part of its right to receive any Excess Amounts
pursuant to Section 3.01(c).

SECTION 5.07. TAX MATTERS PARTNER.

In the event that the 1997-A Securitization Trust is recharacterized as a
partnership for tax purposes, the Transferor shall act as "Tax Matters Partner"
(i) to represent the Transferor and the Class B Certificateholders, in their
capacities as partners in a partnership for tax purposes, before taxing
authorities or courts of competent jurisdiction in any tax matters affecting the
1997-A Securitization Trust as a tax partnership; and (ii) to execute any
agreements or other documents relating to or affecting such tax matters,
including agreements or other documents binding the Class B Certificateholders
with respect to such tax matters or otherwise affecting their rights, including,
but not limited to, extending the statute of limitations for assessment of tax
deficiencies against the Class B Certificateholders and adjusting the 1997-A
Securitization Trust's federal, state or local tax returns. The Transferor
shall not be liable to the 1997-A Securitization Trust or to any
Certificateholder for any action taken or omitted by the Transferor with regard
to such tax matters or otherwise as a result of its holding the position of Tax
Matters Partner.

ARTICLE SIX
THE 1997-A SECURITIZATION TRUSTEE

SECTION 6.01. DUTIES OF TRUSTEE.

(a) The 1997-A Securitization Trustee, both prior to and after the
occurrence of an Event of Servicing Termination under the 1997-A SUBI Servicing
Supplement, undertakes to perform such duties and only such duties as are
specifically set forth in this 1997-A Securitization Trust Agreement.

(b) The 1997-A Securitization Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the 1997-A Securitization Trustee that shall be
specifically required to be furnished pursuant to any provision of this 1997-A
Securitization Trust Agreement, shall examine them to determine whether they

conform on their face to the requirements of this 1997-A Securitization Trust
Agreement.

(c) No provision of this 1997-A Securitization Trust Agreement shall be
construed to relieve the 1997-A Securitization Trustee from liability for its
own negligent action, its own negligent failure to act, its own bad faith or its
own willful misfeasance; PROVIDED, HOWEVER, that

(i) the duties and obligations of the 1997-A Securitization Trustee
shall be determined solely by the express provisions of this 1997-A
Securitization Trust Agreement, the 1997-A Securitization Trustee shall not
be liable except for the performance of such duties and obligations as are
specifically set forth in this 1997-A Securitization Trust Agreement, no
implied covenants or obligations shall be read into this 1997-A
Securitization Trust Agreement against the 1997-A Securitization Trustee,
the permissive right of the 1997-A Securitization Trustee to do things
enumerated in this 1997-A Securitization Trust Agreement shall not be
construed as a duty and, in the absence of bad faith on the part of the
1997-A Securitization Trustee, the 1997-A Securitization Trustee may
conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or opinions furnished
to the 1997-A Securitization Trustee and conforming on their face to the
requirements of this 1997-A Securitization Trust Agreement;

(ii) the 1997-A Securitization Trustee shall not be personally liable
for an error of judgment made in good faith by a Responsible Officer,
unless it shall be proved that the 1997-A Securitization Trustee was
negligent in performing its duties in accordance with the terms of this
1997-A Securitization Trust Agreement; and

(iii) the 1997-A Securitization Trustee shall not be personally
liable with respect to any action taken, suffered or omitted to be taken in
good faith in accordance with the direction of the Holders of Investor
Certificates evidencing not less than 51% of the aggregate Percentage
Interest relating to the time, method and place of conducting any
proceeding for any remedy available to the 1997-A Securitization Trustee,
or exercising any trust or power conferred upon the 1997-A Securitization
Trustee, under this 1997-A Securitization Trust Agreement or the Titling
Trust Agreement (as supplemented by the 1997-A SUBI Supplement).

(d) The 1997-A Securitization Trustee shall not be required to expend
or risk its own funds or otherwise incur financial liability in the performance
of any of its duties under this 1997-A Securitization Trust Agreement, or in the
exercise of any of its rights or powers, if there shall be reasonable grounds
for believing that the repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.

(e) All information obtained by the 1997-A Securitization Trustee
regarding the Obligors and the Contracts contained in the 1997-A SUBI, whether
upon the exercise of its rights under this 1997-A Securitization Trust Agreement
or otherwise, shall be maintained by the 1997-A Securitization Trustee in
confidence and shall not be disclosed to any other Person, unless such
disclosure is required by any applicable law or regulation or pursuant to
subpoena.

SECTION 6.02. CERTAIN MATTERS AFFECTING THE 1997-A SECURITIZATION TRUSTEE.

(a) Except as otherwise provided in Section 6.01:

(i) the 1997-A Securitization Trustee may rely and shall be protected
in acting or refraining from acting upon any resolution, Officer's
Certificate, certificate of an authorized signatory, certificate of
auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the
proper party or parties;

(ii) the 1997-A Securitization Trustee may consult with counsel and
any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it
under this 1997-A Securitization Trust Agreement in good faith and in
accordance with such Opinion of Counsel;

(iii) the 1997-A Securitization Trustee shall be under no obligation
to exercise any of the rights or powers vested in it by this 1997-A
Securitization Trust Agreement or the Titling Trust Agreement (as
supplemented by the 1997-A SUBI Supplement), or to institute, conduct or
defend any litigation under this 1997-A Securitization Trust Agreement or
the Titling Trust Agreement (as supplemented by the 1997-A SUBI
Supplement), or in relation to this 1997-A Securitization Trust Agreement
or the Titling Trust Agreement (as supplemented by the 1997-A SUBI
Supplement), at the request, order or direction of any of the
Certificateholders pursuant to the provisions of this 1997-A Securitization
Trust

Agreement or the Titling Trust Agreement (as supplemented by the 1997-A
SUBI Supplement), unless such Certificateholders shall have offered to the
1997-A Securitization Trustee reasonable security or indemnity against the
costs, expenses and liabilities that may be incurred therein or thereby;

(iv) the 1997-A Securitization Trustee shall not be personally liable
for any action taken, suffered or omitted by it in good faith and
reasonably believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this 1997-A Securitization Trust
Agreement;

(v) the 1997-A Securitization Trustee shall not be bound to
recalculate, reverify, or make any investigation into the facts of matters
stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or other paper or
document, unless requested in writing to do so by Holders of Investor
Certificates evidencing not less than 25% of the aggregate Percentage
Interest of any Class; PROVIDED, HOWEVER, that if the payment within a
reasonable time to the 1997-A Securitization Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the 1997-A Securitization Trustee, not
reasonably assured to the 1997-A Securitization Trustee by the security
afforded to it by the terms of this 1997-A Securitization Trust Agreement,
the 1997-A Securitization Trustee may require reasonable indemnity against
such cost, expense or liability as a condition to so proceeding; the
reasonable expense of every such examination shall be paid by the
Transferor or, if paid by the 1997-A Securitization Trustee, shall be
reimbursed by the Transferor upon demand; and nothing in this clause shall
derogate from the obligation of the Servicer to observe any applicable law
prohibiting disclosure of information regarding the Obligors; and

(vi) the 1997-A Securitization Trustee may execute any of the trusts
or powers under this 1997-A Securitization Trust Agreement or perform any
duties under this 1997-A Securitization Trust Agreement either directly or
by or through agents or attorneys or a custodian.

(b) No Certificateholder will have any right to institute any
proceeding with respect to this 1997-A Securitization Trust Agreement except
upon satisfying the conditions set forth in Section 9.03(c).

SECTION 6.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR CONTRACTS.

The 1997-A Securitization Trustee shall make no representations as to the
validity or sufficiency of this 1997-A Securitization Trust Agreement or of the
Certificates (other than the execution by the 1997-A Securitization Trustee on
behalf of the 1997-A Securitization Trust of, and the certificate of
authentication on, the Certificates), or of the 1997-A SUBI or 1997-A SUBI
Certificate. The 1997-A Securitization Trustee shall have no obligation to
perform any of the duties of the Transferor unless explicitly set forth in this
1997-A Securitization Trust Agreement. The 1997-A Securitization Trustee shall
at no time have any responsibility or liability for or with respect to the
legality, validity and enforceability of the 1997-A SUBI or 1997-A SUBI
Certificate or any 1997-A Contract, any ownership interest in any 1997-A Leased
Vehicle, or the maintenance of any such ownership interest, or for or with
respect to the efficacy of the 1997-A Securitization Trust or its ability to
generate the payments to be distributed to Certificateholders under this 1997-A
Securitization Trust Agreement, including without limitation the validity of the
assignment of the 1997-A SUBI or 1997-A SUBI Certificate to the 1997-A
Securitization Trust or of any intervening assignment; the existence, condition,
location and ownership of any 1997-A Contract or 1997-A Leased Vehicle; the
existence and enforceability of any physical damage or credit life or credit
disability insurance; the existence and contents of any 1997-A Contract or any
computer or other record thereof; the completeness of any 1997-A Contract; the
performance or enforcement of any Contract; the compliance by the Transferor
with any covenant or the breach by the Transferor of any warranty or
representation made under this 1997-A Securitization Trust Agreement or in any
related document and the accuracy of any such warranty or representation prior
to the 1997-A Securitization Trustee's receipt of notice or other discovery of
any noncompliance therewith or any breach thereof; the acts or omissions of the
Transferor or the Servicer; or any action by the 1997-A Securitization Trustee
taken at the instruction of the Servicer PROVIDED, HOWEVER, that the foregoing
shall not relieve the 1997-A Securitization Trustee of its obligation to perform
its duties under this 1997-A Securitization Trust Agreement. Except with
respect to a claim based on the failure of the 1997-A Securitization Trustee to
perform its duties under this 1997-A Securitization Trust Agreement or based on
the 1997-A Securitization Trustee's willful misconduct, bad faith or negligence,
no recourse shall be had for any claim based on any provision of this 1997-A
Securitization Trust Agreement, the Certificates, the 1997-A SUBI or 1997-A SUBI
Certificate or assignment thereof against the institution serving as Trustee in
its individual capacity. The 1997-A Securitization Trustee shall not have any
personal obligation, liability or duty whatsoever to any Certificateholder or
any other Person with respect to any such

claim, and any such claim shall be asserted solely against the 1997-A
Securitization Trust or any indemnitor who shall furnish indemnity as provided
in this 1997-A Securitization Trust Agreement. The 1997-A Securitization
Trustee shall not be accountable for the use or application by the Transferor of
any of the Certificates or of the proceeds of such Certificates, or for the use
or application of any funds paid to the Servicer in respect of the 1997-A SUBI
or 1997-A SUBI Certificate.

SECTION 6.04. TRUSTEE MAY OWN CERTIFICATES.

The 1997-A Securitization Trustee in its individual or any other capacity
may become the owner or pledgee of Certificates with the same rights as it would
have if it were not Trustee.

SECTION 6.05. TRUSTEE'S FEES AND EXPENSES.

The 1997-A Securitization Trustee shall be entitled to reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
it in the execution of the trusts created by this 1997-A Securitization Trust
Agreement and in the exercise and performance of any of the powers and duties of
the 1997-A Securitization Trustee under this 1997-A Securitization Trust
Agreement, and payment or reimbursement upon its request for all reasonable
expenses, disbursements and advances incurred or made by the 1997-A
Securitization Trustee in its capacity as Trustee in accordance with any of the
provisions of this 1997-A Securitization Trust Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ in each case to the extent their
services are provided in connection with the 1997-A Securitization Trustee's
administration of this 1997-A Securitization Trust Agreement) except any such
expense, disbursement or advance as may arise from its negligence, willful
misfeasance or bad faith or that is the responsibility of Certificateholders
under this 1997-A Securitization Trust Agreement. Such compensation and
reimbursement shall be paid as set forth in Section 3.01(b) hereof.

SECTION 6.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE.

The 1997-A Securitization Trustee under this 1997-A Securitization Trust
Agreement shall at all times be a national banking association or State banking
institution; and organized and doing business under the laws of any State or the
United States; authorized under such laws to exercise corporate trust powers;
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by federal or state authorities; and having a
long-term deposit rating no lower than Baa3 by Moody's, so long as ▇▇▇▇▇'▇ is a
Rating Agency, or be

otherwise acceptable to each Rating Agency, as evidenced by a letter to such
effect from each of them.

If the 1997-A Securitization Trustee shall publish reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purpose of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the 1997-A Securitization Trustee shall cease
to be eligible in accordance with the provisions of this Section, the 1997-A
Securitization Trustee shall resign immediately in the manner and with the
effect specified in Section 6.07.

SECTION 6.07. RESIGNATION OR REMOVAL OF TRUSTEE.

(a) The 1997-A Securitization Trustee may at any time resign and be
discharged from the trusts created by this 1997-A Securitization Trust Agreement
by giving written notice thereof to the Transferor. Upon receiving such notice
of resignation, the Transferor shall promptly appoint a successor Trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor Trustee. If no
successor Trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee.

(b) If at any time the 1997-A Securitization Trustee shall cease to
be eligible in accordance with the provisions of Section 6.06 and shall fail to
resign after written request therefor by the Transferor, or if at any time the
1997-A Securitization Trustee shall be legally unable to act, or shall be
adjudged a bankrupt or insolvent, or a receiver of the 1997-A Securitization
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the 1997-A Securitization Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Transferor may remove the 1997-A Securitization Trustee. If it shall remove the
1997-A Securitization Trustee under the authority of the immediately preceding
sentence, the Transferor shall promptly appoint a successor Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
1997-A Securitization Trustee so removed and one copy to the successor Trustee,
and arrange for the payment of all fees owed to the outgoing Trustee.

(c) Any resignation or removal of the 1997-A Securitization Trustee
and appointment of a successor Trustee pursuant to any of the provisions of this
Section shall not become

effective until acceptance of appointment by the successor Trustee as provided
in Section 6.08. The Servicer shall give each Rating Agency notice of any such
resignation or removal of the 1997-A Securitization Trustee and appointment and
acceptance of a successor Trustee.

SECTION 6.08. SUCCESSOR TRUSTEE.

Any successor Trustee appointed as provided in Section 6.07 shall execute,
acknowledge and deliver to the Transferor and to its predecessor Trustee an
instrument accepting such appointment under this 1997-A Securitization Trust
Agreement, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor under this 1997-A Securitization Trust Agreement,
with like effect as if originally named as Trustee. The predecessor Trustee
shall deliver to the successor Trustee all documents and statements held by it
under this 1997-A Securitization Trust Agreement; and the Transferor and the
predecessor Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certainly vesting and
confirming in the successor Trustee all such rights, powers, duties and
obligations. No successor Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Trustee shall be
eligible under the provisions of Section 6.06. Upon acceptance of appointment
by a successor Trustee as provided in this Section, the Transferor shall cause
notice of the successor of such Trustee under this 1997-A Securitization Trust
Agreement to be mailed to all Certificateholders at their addresses as shown in
the Certificate Register and shall give notice by mail to each Rating Agency.
If the Transferor fails to mail or cause to be mailed such notice within ten
days after acceptance of appointment by the successor Trustee, the successor
Trustee shall cause such notice to be mailed at the expense of the Transferor.

SECTION 6.09. MERGER OR CONSOLIDATION OF TRUSTEE.

Any corporation (i) into which the 1997-A Securitization Trustee may be
merged or consolidated, (ii) which may result from any merger, conversion or
consolidation to which the 1997-A Securitization Trustee shall be a party, or
(iii) which may succeed to the corporate trust business of the 1997-A
Securitization Trustee, shall be the successor of the 1997-A Securitization
Trustee hereunder, provided such corporation shall be eligible pursuant to
Section 6.06, without the execution or filing of any instrument or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding, except that if the 1997-A Securitization Trustee in any of the
foregoing cases is not the surviving entity, then the surviving entity shall

execute an agreement of assumption to perform every obligation of the 1997-A
Securitization Trustee, either generally or particularly as provided herein.
Notice of any such event shall be given by the 1997-A Securitization Trustee to
each Rating Agency.

SECTION 6.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

Notwithstanding any other provisions of this 1997-A Securitization Trust
Agreement, at any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the 1997-A Securitization Trust may at the
time be located, the Transferor and the 1997-A Securitization Trustee acting
jointly shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the 1997-A Securitization Trustee to act
as co-trustee, jointly with the 1997-A Securitization Trustee, or separate
trustee or separate trustees, of all or any part of the 1997-A Securitization
Trust, and to vest in such Person, in such capacity and for the benefit of the
Certificateholders, such title to the 1997-A Securitization Trust, or any part
thereof, and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Transferor and the 1997-A
Securitization Trustee may consider necessary or desirable. If the Transferor
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, the 1997-A Securitization Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee under this
1997-A Securitization Trust Agreement shall be required to meet the terms of
eligibility as a successor Trustee pursuant to Section 6.06 and no notice of a
successor Trustee pursuant to Section 6.08 and no notice to Certificateholders
of the appointment of any co-trustee or separate trustee shall be required
pursuant to Section 6.08.

Each separate trustee and co-trustee shall, to the extent permitted by law,
be appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred or imposed
upon the 1997-A Securitization Trustee shall be conferred upon and
exercised or performed by the 1997-A Securitization Trustee and such
separate trustee or co-trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act separately without
the 1997-A Securitization Trustee joining in such act), except to the
extent that under any law of any jurisdiction in which any particular act
or acts are to be performed, the 1997-A Securitization Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to
the 1997-A Securitization Trust or any portion thereof in any such

jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the 1997-A
Securitization Trustee;

(ii) no trustee under this 1997-A Securitization Trust Agreement
shall be personally liable by reason of any act or omission of any other
trustee under this 1997-A Securitization Trust Agreement; and

(iii) the Transferor and the 1997-A Securitization Trustee acting
jointly may at any time accept the resignation of or remove any separate
trustee or co-trustee.

Any notice, request or other writing given to the 1997-A Securitization
Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this 1997-A
Securitization Trust Agreement and the conditions of this Section. Each
separate trustee and co-trustee, upon its acceptance of the trusts conferred,
shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the 1997-A Securitization Trustee or
separately, as may be provided therein, subject to all the provisions of this
1997-A Securitization Trust Agreement, specifically including every provision of
this 1997-A Securitization Trust Agreement relating to the conduct of, affecting
the liability of, or affording protection to, the 1997-A Securitization Trustee.
Each such instrument shall be filed with the 1997-A Securitization Trustee and a
copy thereof given to the Transferor and the Servicer.

Any separate trustee or co-trustee may at any time appoint the 1997-A
Securitization Trustee its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this 1997-A Securitization Trust Agreement on its behalf and in its
name. If any separate trustee or co-trustee shall die, become incapable of
acting, resign or be removed, all of its estates, properties, rights, remedies
and trusts shall vest in and be exercised by the 1997-A Securitization Trustee,
to the extent permitted by law, without the appointment of a new or successor
trustee. Notwithstanding anything to the contrary in this 1997-A Securitization
Trust Agreement, the appointment of any separate trustee or co-trustee shall not
relieve the 1997-A Securitization Trustee of its obligations and duties under
this 1997-A Securitization Trust Agreement.

SECTION 6.11. REPRESENTATIONS AND WARRANTIES OF TRUSTEE.

The 1997-A Securitization Trustee makes the following representations and
warranties on which the Transferor and Certificateholders may rely:

(i) ORGANIZATION AND GOOD STANDING. The 1997-A Securitization
Trustee is a national banking association organized, existing and in good
standing under the laws of the United States of America.

(ii) POWER AND AUTHORITY. The 1997-A Securitization Trustee has full
power, authority and right to execute, deliver and perform this 1997-A
Securitization Trust Agreement and has taken all necessary action to
authorize the execution, delivery and performance by it of this 1997-A
Securitization Trust Agreement.

(iii) DUE EXECUTION. This 1997-A Securitization Trust Agreement has
been duly executed and delivered by the 1997-A Securitization Trustee.

(iv) ENFORCEABILITY. This 1997-A Securitization Trust Agreement
constitutes the legal, valid and binding obligation of the 1997-A
Securitization Trustee, enforceable against it in accordance with its terms
except as the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, reorganization or other similar laws affecting
enforcement of creditors' rights generally and by general principles of
equity.

SECTION 6.12. TAX RETURNS.

The 1997-A Securitization Trustee shall, at the direction of the Servicer
and on behalf of the Transferor, prepare or shall cause to be prepared any
required federal tax information returns (in a manner consistent with the
treatment of the Investor Certificates as indebtedness) and shall file and
distribute such forms as required by law. The Servicer shall prepare or cause
to be prepared any federal and state tax returns that may be required with
respect to the 1997-A Securitization Trust or the 1997-A Securitization Trust
assets and shall deliver any such returns to the 1997-A Securitization Trustee
for signature at least five days prior to the date such returns are required by
law to be filed. The 1997-A Securitization Trust shall not elect to be treated
as an association under Treasury Regulations Section 301.7701-3(a) for federal
income tax purposes.

SECTION 6.13. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
CERTIFICATES.

All rights of action and claims under this 1997-A Securitization Trust
Agreement or the Certificates may be prosecuted and enforced by the 1997-A
Securitization Trustee without the possession of any of the Certificates or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the 1997-A Securitization Trustee shall be brought in

its own name as trustee. Any recovery of judgment shall, after provision for
the payment of the reasonable compensation, expenses, disbursements and advances
of the 1997-A Securitization Trustee, its agents and counsel, be for the ratable
benefit of the Certificateholders in respect of which such judgment has been
obtained.

SECTION 6.14. SUIT FOR ENFORCEMENT.

If an Event of Servicing Termination shall occur and be continuing under
the Titling Trust Agreement, as supplemented by the 1997-A SUBI Servicing
Supplement with respect to the 1997-A SUBI Portfolio, the 1997-A Securitization
Trustee, in its discretion may, subject to the provisions of Sections 6.01 and
6.02 hereof and Sections 6.01(b) and 6.01(c) of the 1997-A SUBI Servicing
Supplement, proceed to protect and enforce its rights and the rights of the
Certificateholders under this 1997-A Securitization Trust Agreement, the Titling
Trust Agreement and the 1997-A SUBI Servicing Supplement by a suit, action or
proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained herein or therein or in aid
of the execution of any power granted herein or therein or for the enforcement
of any other legal, equitable or other remedy as the 1997-A Securitization
Trustee, being advised by counsel, shall deem most effectual to protect and
enforce any of the rights of the 1997-A Securitization Trustee or the
Certificateholders.

SECTION 6.15. RIGHTS OF CERTIFICATEHOLDERS TO DIRECT TRUSTEE.

Holders of Investor Certificates evidencing not less than 25% of the
aggregate Percentage Interest shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the 1997-A
Securitization Trustee under this 1997-A Securitization Trust Agreement
(including to direct the Trustee to take or withhold any action with respect to
the TMCC Demand Notes), or exercising any trust or power conferred on the 1997-A
Securitization Trustee by this 1997-A Securitization Trust Agreement; PROVIDED,
HOWEVER, that (a) if any greater Percentage Interest is required to cause any
action to be taken under the Titling Trust Agreement or the 1997-A SUBI
Supplement by the 1997-A Securitization Trustee in its capacity as a transferee
of the 1997-A SUBI Certificate, the greater Percentage Interest shall prevail;
(b) subject to Sections 6.01 and 6.02, the 1997-A Securitization Trustee shall
have the right to decline to follow any such direction if the 1997-A
Securitization Trustee being advised by counsel determines that the action so
directed may not lawfully be taken, or if the 1997-A Securitization Trustee in
good faith shall determine that the proceedings so directed would be illegal or
subject it to personal liability or be unduly prejudicial to the rights of
Certificateholders not parties to such direction; and (c)

nothing in this 1997-A Securitization Trust Agreement shall impair the right of
the 1997-A Securitization Trustee to take any action deemed proper by the 1997-A
Securitization Trustee and which is not inconsistent with such direction by the
Certificateholders.

SECTION 6.16. NO PETITION.

The 1997-A Securitization Trustee covenants and agrees that prior to the
date which is one year and one day after the last date upon which (a) each Class
of Investor Certificates has been paid in full, and (b) all obligations due
under any other Securitized Financing have been paid in full, the 1997-A
Securitization Trustee will not institute against, or join any other Person in
instituting against the Transferor, TMCC, the Titling Trustee or the Titling
Trust any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding or other proceedings under any federal or state bankruptcy or similar
law. The foregoing shall not limit the 1997-A Securitization Trustee's right to
file any claim in or otherwise take actions with respect to any such proceeding
instituted by any Person not under such a constraint. This Section shall
survive the termination of this 1997-A Securitization Trust Agreement or the
resignation or removal of the 1997-A Securitization Trustee under this 1997-A
Securitization Trust Agreement.

ARTICLE SEVEN
TERMINATION

SECTION 7.01. TERMINATION OF THE 1997-A SECURITIZATION TRUST.

(a) The 1997-A Securitization Trust and the respective obligations
and responsibilities of the Transferor and the 1997-A Securitization Trustee
shall terminate upon the earliest of (i) the maturity, sale or other
liquidation, as the case may be, of the last Outstanding 1997-A Contract and
1997-A Leased Vehicle evidenced by the 1997-A SUBI and the distribution of all
proceeds thereof, together with all amounts on deposit in all 1997-A SUBI
Accounts and the Reserve Fund in the manner provided in Section 3.01, (ii) the
purchase by the Transferor of the corpus of the 1997-A Securitization Trust as
described in Section 7.02 (except that the 1997-A Securitization Trust shall
continue solely for the limited purposes set forth in (b) and (c) below), (iii)
the day following the Monthly Allocation Date on which the Class A-1 Certificate
Balance, the Class A-2 Certificate Balance, the Class A-3 Certificate Balance
and the Class B Certificate Balance have been reduced to zero and all Loss
Amounts, Certificate Principal Loss Amounts and Class B Available Principal
applied pursuant to Section 3.01(e) have been reimbursed or (iv) the expiration,
disposition or termination of the 1997-A SUBI; PROVIDED, HOWEVER, that in no
event shall the trust created by this 1997-A Securitization Trust Agreement
continue beyond the expiration of 21

years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
living on the date of the Agreement. The Transferor shall promptly notify the
1997-A Securitization Trustee and each Rating Agency of any prospective
termination of the 1997-A Securitization Trust.

(b) Notice of any termination, specifying the Monthly Allocation Date
upon which the Certificateholders may surrender their Certificates to the 1997-A
Securitization Trustee for payment of the final distribution and retirement of
the Certificates, shall be given promptly by the 1997-A Securitization Trustee
by letter to Certificateholders mailed not later than the 15th day and not
earlier than the 30th day prior to the date on which such final distribution is
expected to occur specifying (i) the Certificate Payment Date upon which final
payment of the Certificates shall be made upon presentation and surrender of
Certificates at the Corporate Trust Office or such other office of the 1997-A
Securitization Trustee therein specified, (ii) the amount of any such final
payment and (iii) if applicable, that the Record Date otherwise applicable to
such Certificate Payment Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the Corporate Trust Office or
such other office of the 1997-A Securitization Trustee therein specified;
PROVIDED, HOWEVER, that any presentation and surrender of any Definitive
Certificates shall be made to Bankers Trust Company Luxembourg S.A. and any
transfer agent appointed in Hong Kong. The 1997-A Securitization Trustee shall
give such notice to the Certificate Registrar (if other than the 1997-A
Securitization Trustee) at the time such notice is given to Certificateholders
PROVIDED, HOWEVER, that any notice given pursuant to this Section 7.01(b) with
respect to the Definitive Certificates shall be given as follows: (i) for so
long as any Definitive Certificates are listed on the Luxembourg Stock Exchange,
notices to holders of Definitive Certificates will be given by publication in a
leading daily newspaper of general circulation in Luxembourg, or, if publication
in Luxembourg is not practical, in Europe. Such publication is expected to be
made in the LUXEMBOURG WORT; and (ii) for so long as any Definitive Certificates
are listed on The Stock Exchange of Hong Kong Limited, notices to holders of
Definitive Certificates will be given by publication in a leading daily
newspaper of general circulation in the English language in Hong Kong. Such
publication is expected to be made in the SOUTH CHINA MORNING POST. In
addition, if Definitive Certificates are issued, such notices will be mailed to
the addresses of holders thereof at the addresses therefor as they appear in the
Corporate Register maintained by the 1997-A Securitization Trustee prior to such
mailing. Such notices will be deemed to have been given on the date of such
publication or mailing.

In the event such notice is given, in the case of an optional purchase of
the 1997-A Securitization Trust corpus pursuant to

Section 7.02, the Transferor shall deposit the amount specified in Section 7.02.
Upon presentation and surrender of the Certificates, the 1997-A Securitization
Trustee shall cause to be distributed to Certificateholders so surrendering
amounts distributable on such Certificate Payment Date pursuant to Section 3.01.
No further interest will accrue with respect to any Investor Certificate from
and after the final Certificate Payment Date with respect thereto.

(c) In the event that all of the Certificateholders shall not have
surrendered their Certificates for retirement within six months after the date
specified in the above-mentioned written notice, the 1997-A Securitization
Trustee shall give a second written notice to the remaining Certificateholders
to surrender their Certificates for retirement and receive the final
distribution with respect thereto. If within one year after the second notice
any Certificates shall not have been surrendered for retirement, the 1997-A
Securitization Trustee may take appropriate steps, or may appoint an agent to
take appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets that remain subject to this 1997-A Securitization Trust
Agreement. Any funds remaining in the 1997-A Securitization Trust after
exhaustion of such remedies shall be distributed by the 1997-A Securitization
Trustee at the request of the Transferor to the Transferor, and such remaining
Certificateholders shall look solely to the Transferor for such funds.

SECTION 7.02. OPTIONAL PURCHASE OF 1997-A SUBI.

On each Monthly Allocation Date on or after the Class A-3 Targeted
Maturity Date, if either before or after giving effect to any payment of
principal required to be made on such Monthly Allocation Date, the Certificate
Balance shall be less than or equal to $123,123,151.92 (ten percent (10%) of the
Aggregate Net Investment Value as of the Cutoff Date), the Transferor shall have
the option to purchase the Investor Certificateholders' interest in the corpus
of the 1997-A Securitization Trust. To exercise such option, the Transferor
shall notify the 1997-A Securitization Trustee and the Servicer, in writing, no
later than the fifteenth day of the month preceding the month in which the
Monthly Allocation Date as of which such purchase is to be effected and shall
deposit in the 1997-A SUBI Certificateholders= Account an amount equal to the
greater of (i) the Aggregate Net Investment Value as of the last day of the
preceding Collection Period, and (ii) the sum of (a) the Certificate Balance (b)
the accrued and unpaid Class A-1 Interest Distributable Amount, Class A-2
Interest Distributable Amount, Class A-3 Interest Distributable Amount and Class
B Interest Distributable Amount, (c) any accrued and unpaid Class A-1 Interest
Carryover Shortfall, Class A-2 Interest Carryover Shortfall, Class A-3 Interest
Carryover Shortfall and

Class B Interest Carryover Shortfall, (d) any unpaid Class A-1 Certificate
Principal Loss Amount, unpaid Class A-2 Certificate Principal Loss Amount,
unpaid Class A-3 Certificate Principal Loss Amount, unpaid Class B Certificate
Principal Loss Amount and unreimbursed Class B Available Principal applied
pursuant to Section 3.01(e), (e) any accrued and unpaid interest on unreimbursed
Certificate Principal Loss Amounts allocated to the Class B Certificates,
through the day preceding the final Certificate Payment Date and (f) any
unreimbursed Maturity Advances. On such Monthly Allocation Date, upon receipt
of such amount, the 1997-A Securitization Trustee shall distribute the amounts
specified in clause (ii) exclusive of the amount in clause (f) to the Holders of
the Certificates to which such amounts relate, and any balance shall be
distributed to the Transferor. The Transferor also shall pay to the Servicer
the aggregate amount of any unreimbursed Advances. Thereupon the Transferor
shall succeed to all of the Investor Certificateholders' interests in and to the
1997-A Securitization Trust corpus.

ARTICLE EIGHT
EARLY AMORTIZATION EVENTS

SECTION 8.01. EARLY AMORTIZATION EVENTS.

If an Early Amortization Event shall occur during the Revolving
Period, then (but in the case of any event described in subparagraph (a), (b),
(c) or (f) of the definition of "Early Amortization Event" after any applicable
grace period set forth in such clause), the Revolving Period shall terminate and
Principal Collections and reimbursed Loss Amounts and Certificate Principal Loss
Amounts will no longer be reinvested in Subsequent Contracts and Subsequent
Leased Vehicles.

SECTION 8.02. ADDITIONAL RIGHTS UPON THE OCCURRENCE OF CERTAIN EVENTS

(a) Following the occurrence of an Early Amortization Event described
in clause (d) or (e) of the definition of "Early Amortization Event" (such
event, an "Insolvency Event"), the Transferor shall promptly give notice to the
1997-A Securitization Trustee of such Insolvency Event. Within 15 days of the
receipt by the 1997-A Securitization Trustee of the notice, the 1997-A
Securitization Trustee may and, upon receipt of a notice from Investor
Certificateholders evidencing more than 51% of the aggregate Percentage Interest
of the Class A Certificates or 51% of the aggregate Percentage Interests of the
Class A Certificates and the Class B Certificates (voting together as a single
class), shall publish a notice in Authorized Newspapers that an Insolvency Event
has occurred and that the 1997-A Securitization Trustee intends to sell, dispose
of or otherwise liquidate the 1997-A SUBI, the 1997-A

SUBI Certificate and the other property of the 1997-A Securitization Trust in a
commercially reasonable manner. Following such publication, the 1997-A
Securitization Trustee shall, unless otherwise prohibited by applicable law from
any such action, sell, dispose of, or otherwise liquidate the 1997-A SUBI, the
1997-A SUBI Certificate and the other property of the 1997-A Securitization
Trust, in a commercially reasonable manner and on commercially reasonable terms,
which shall include the solicitation of competitive bids, and shall proceed to
consummate the sale, liquidation or disposition thereof as provided above with
the highest bidder; PROVIDED, HOWEVER, that such sale, disposition or other
liquidation shall not be made without the consent of all Holders of Investor
Certificates if a net loss would be realized. The Transferor and the Servicer
shall be permitted to bid for the 1997-A Securitization Trust property. The
1997-A Securitization Trustee may obtain a prior determination from the
conservator, receiver, or trustee in bankruptcy of the Transferor that the terms
and manner of any proposed sale, disposition or liquidation are commercially
reasonable. The provisions of Sections 8.01 and 8.02 shall not be deemed to be
mutually exclusive.

(b) The proceeds from the sale, disposition or liquidation of the
1997-A SUBI, the 1997-A SUBI Certificate and the other property of the 1997-A
Securitization Trust pursuant to Section 8.02 (a) above, net of expenses
incurred in such sale, disposition or liquidation, shall be treated as Principal
Collections and Interest Collections received during the Amortization Period;
PROVIDED that such Principal Collections, will be distributed, first, on a PRO
RATA basis, to the Class A-1 Certificateholders, the Class A-2
Certificateholders and the Class A-3 Certificateholders based on their
respective Certificate Balances, and second, to the Class B Certificateholders;
FURTHER PROVIDED that the Servicer on behalf of the 1997-A Securitization
Trustee shall determine conclusively without liability for such determination
the amount of such proceeds which are allocable to Interest Collections and the
amount of such proceeds which are allocable to Principal Collections. On the
day following the Certificate Payment Date on which such proceeds are
distributed to the Investor Certificateholders, the 1997-A Securitization Trust
shall terminate.

ARTICLE NINE
MISCELLANEOUS PROVISIONS

SECTION 9.01. AMENDMENT.

(a) This 1997-A Securitization Trust Agreement and the other
Transaction Documents may be amended by the respective parties thereto, without
the consent of any of the Certificateholders, (i) to cure any ambiguity, mistake
or error, (ii) to correct or supplement any provisions herein or therein that

may be inconsistent with any provisions hereof or thereof, (iii) to add, change
or eliminate any other provisions hereof or thereof with respect to matters or
questions arising hereunder or thereunder that shall not be inconsistent with
the provisions hereof or thereof, and (iv) to add or amend any provision therein
in connection with permitting transfers of the Class B Certificates; PROVIDED,
HOWEVER, that any such action shall not, in the good faith judgment of the
parties hereto or thereto, adversely affect in any material respect the
interests of the Certificateholders and the Titling Trustee and the 1997-A
Securitization Trustee shall have received an Opinion of Counsel to the effect
that such action shall not affect the legal interests or positions of the
Certificateholders; PROVIDED, HOWEVER, further, that any amendment eliminating
the Reserve Fund or reducing the Specified Reserve Fund Balance shall also
require the Transferor to deliver to the 1997-A Securitization Trustee an
Opinion of Counsel to the effect that after such amendment, for federal income
tax purposes, the 1997-A Securitization Trust will not be treated as an
association taxable as a corporation and the Class A Certificates will, and the
Class B Certificates should, properly be characterized as indebtedness that is
secured by the assets of the 1997-A Securitization Trust. This 1997-A
Securitization Trust Agreement may also be amended by the Transferor and the
1997-A Securitization Trustee to modify the provisions relating to the Requested
Exemption.

(b) This 1997-A Securitization Trust Agreement and the other
Transaction Documents may also be amended from time to time by the respective
parties hereto or thereto including with respect to (i) changing the formula for
determining the Specified Reserve Fund Balance which change would result in a
decrease in the amount of the Specified Reserve Fund Balance, (ii) changing the
manner by which the Reserve Fund is funded, which changes could include
borrowings by the Transferor to fund all or a portion of the Reserve Fund
Initial Deposit (which borrowings would be payable from assets or cash flow
otherwise payable to the Transferor), (iii) changing the remittance schedule for
collection deposits in the 1997-A SUBI Collection Account, (iv) changing the
definition of "Permitted Investments") or (v) to obtain or comply with the
Requested Exemption, if either (A) the 1997-A Securitization Trustee has been
furnished with a letter from each Rating Agency to the effect that such
amendment would not cause its then-current rating of any Rated Certificate to be
qualified, reduced or withdrawn, or (B) the 1997-A Securitization Trustee has
received the consent of the Holders of Investor Certificates representing not
less than 51% of the aggregate Percentage Interests (which consent of any Holder
of an Investor Certificate given pursuant to this Section or pursuant to any
other provision of this 1997-A Securitization Trust Agreement shall be
conclusive and binding on such Holder and on all future Holders of such Investor
Certificate and of any Investor Certificate issued upon the transfer thereof or
in exchange thereof or in lieu thereof whether or not notation of

such consent is made upon the Investor Certificate); PROVIDED, HOWEVER, that no
such amendment shall (x) except as otherwise provided in Section 9.01(a),
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on the 1997-A SUBI or any 1997-A SUBI
Certificate or distributions that shall be required to be made on any Investor
Certificate or the applicable Certificate Rate or (y) reduce the aforesaid
percentage of the aggregate Percentage Interest of the Investor Certificates of
each Class required to consent to any such amendment, without the consent of the
Holders of all Certificates of such Class then outstanding.

(c) The 1997-A Securitization Trustee shall provide each Rating
Agency prior notice of any proposed amendment hereto and copies of an Opinion of
Counsel, if required pursuant to Section 9.01(a), whether or not such amendment
requires its approval. Any notice of any such amendment or modification as to
which notice is required to be given to any Rating Agency shall contain both the
substance and substantial form of the proposed amendment or modification.

(d) Promptly after the execution of any such amendment or consent,
the 1997-A Securitization Trustee shall furnish written notification of the
substance of such amendment or consent to each Certificateholder. The failure
to send such notification shall not affect the validity of such amendment. It
shall not be necessary for the consent of Certificateholders pursuant to Section
9.01(b) to approve the particular form of any proposed amendment or consent, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization by
Certificateholders of the execution thereof shall be subject to such reasonable
requirements as the 1997-A Securitization Trustee may prescribe.

(e) Prior to the execution of any amendment to this 1997-A
Securitization Trust Agreement, the 1997-A Securitization Trustee shall be
entitled to receive and rely upon an Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by this 1997-A
Securitization Trust Agreement. The 1997-A Securitization Trustee may, but
shall not be obligated to, enter into any such amendment which affects the
1997-A Securitization Trustee's own rights, duties or immunities under this
1997-A Securitization Trust Agreement or otherwise.

SECTION 9.02. PROTECTION OF TITLE TO TRUST.

(a) The Transferor shall execute and file, or cause to be executed
and filed, such financing statements and such continuation and other statements,
all in such manner and in such places as may be required by law fully to
preserve, maintain and protect the interest of the Certificateholders and the
1997-A

Securitization Trustee under this 1997-A Securitization Trust Agreement in the
1997-A SUBI, the 1997-A SUBI Certificate and in the proceeds thereof. The
Transferor shall deliver (or cause to be delivered) to the 1997-A Securitization
Trustee file-stamped copies of, or filing receipts for, any document filed as
provided above, as soon as available following such filing.

(b) If the Transferor shall change its name, identity or corporate
structure in any manner that would, could or might make any financing statement
or continuation statement filed by the Transferor in accordance with paragraph
(a) above seriously misleading it shall give the 1997-A Securitization Trustee
written notice thereof and shall have promptly filed appropriate amendments to
all previously filed financing statements or continuation statements as
contemplated by Sections 9-402(7) and 9-406 of the UCC as in effect in
California on the date hereof or any successor provision thereof.

(c) The Transferor shall give the 1997-A Securitization Trustee prior
written notice of any relocation of its principal executive office if, as a
result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement and shall promptly make any such
filing.

(d) The Transferor shall deliver to the 1997-A Securitization Trustee
promptly after the execution and delivery of each amendment to this 1997-A
Securitization Trust Agreement, an Opinion of Counsel either (i) stating that,
in the opinion of such Counsel, all financing statements and continuation
statements have been executed and filed that are necessary fully to preserve and
protect the interest of the 1997-A Securitization Trustee in the 1997-A SUBI,
and reciting the details of such filings or referring to prior Opinions of
Counsel in which such details are given, or (ii) stating that, in the opinion of
such Counsel, no such action is necessary to preserve and protect such interest.

(e) The Transferor shall, if and to the extent required by applicable
law, cause the Class A-1 Certificates, the Class A-2 Certificates and the Class
A-3 Certificates to be registered with the Commission pursuant to Section 12(b)
or Section 12(g) of the Exchange Act within the time periods specified in such
Sections.

SECTION 9.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.

(a) The death or incapacity of any Certificateholder shall not
operate to terminate this 1997-A Securitization Trust Agreement or the 1997-A
Securitization Trust, nor entitle such Certificateholder's legal representatives
or heirs to claim an accounting or to take any action or commence any proceeding
in any court for a partition or winding up of the 1997-A Securitization

Trust, nor otherwise affect the rights, obligations and liabilities of the
parties to this 1997-A Securitization Trust Agreement or any of them.

(b) No Certificateholder shall have any right to vote (except as
provided in Sections 8.02 and 9.01) or in any manner otherwise control the
operation and management of the 1997-A Securitization Trust, or the obligations
of the parties to this 1997-A Securitization Trust Agreement, nor shall anything
set forth in this 1997-A Securitization Trust Agreement, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third person by
reason of any action pursuant to any provision of this 1997-A Securitization
Trust Agreement.

(c) No Certificateholder shall have any right by virtue or by
availing itself of any provisions of this 1997-A Securitization Trust Agreement
to institute any suit, action, or proceeding in equity or at law upon or under
or with respect to this 1997-A Securitization Trust Agreement or any other
Transaction Document, unless such Holder previously shall have given to the
1997-A Securitization Trustee a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Investor
Certificates evidencing not less than 25% of the aggregate Percentage Interest,
shall have made written request upon the 1997-A Securitization Trustee to
institute such action, suit or proceeding in its own name as Trustee under this
1997-A Securitization Trust Agreement and shall have offered to the 1997-A
Securitization Trustee such reasonable indemnity as it may require against the
costs, expenses, and liabilities to be incurred therein or thereby, and the
1997-A Securitization Trustee, for 30 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit, or proceeding and during such 30-day period, no request or
waiver inconsistent with such written request has been given to the 1997-A
Securitization Trustee pursuant to this Section; it being understood and
intended, and being expressly covenanted by each Certificateholder with every
other Certificateholder and the 1997-A Securitization Trustee, that no one or
more Holders of Certificates shall have any right in any manner whatever by
virtue or by availing itself or themselves of any provisions of this 1997-A
Securitization Trust Agreement or any other Transaction Document to affect,
disturb, or prejudice the rights of the Holders of any other of the
Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right under this 1997-A Securitization
Trust Agreement or any other Transaction Document, except in the manner provided
in this 1997-A Securitization Trust Agreement and for the equal, ratable, and
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section, each and every Certificateholder and

the 1997-A Securitization Trustee shall be entitled to such relief as can be
given either at law or in equity.

SECTION 9.04. GOVERNING LAW.

THIS 1997-A SECURITIZATION TRUST AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA
WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.

SECTION 9.05. NOTICES.

With respect to all Certificates other than the Definitive Certificates,
all demands, notices and communications under this 1997-A Securitization Trust
Agreement shall be in writing, personally delivered or mailed by certified mail,
return receipt requested, and shall be deemed to have been duly given upon
receipt (i) in the case of the Transferor, to the agent for service as specified
in this 1997-A Securitization Trust Agreement, or at such other address as shall
be designated by the Transferor in a written notice to the 1997-A Securitization
Trustee; (ii) in the case of the 1997-A Securitization Trustee, at the Corporate
Trust Office; (iii) in the case of Standard & Poor's, at ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Asset Backed Surveillance
Department; and (iv) in the case of ▇▇▇▇▇'▇, at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇ Attention: ABS Monitoring Department. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this 1997-A
Securitization Trust Agreement shall be conclusively presumed to have been duly
given, whether or not the Certificateholder shall receive such notice.

With respect to the Definitive Certificates, all demands, notices and
communications under this 1997-A Securitization Trust Agreement shall be made as
follows: (i) for so long as any Definitive Certificates are listed on the
Luxembourg Stock Exchange, notices to holders of Definitive Certificates will be
given by publication in a leading daily newspaper of general circulation in
Luxembourg, or, if publication in Luxembourg is not practical, in Europe. Such
publication is expected to be made in the LUXEMBOURG WORT; and (ii) for so long
as any Definitive Certificates are listed on The Stock Exchange of Hong Kong
Limited, notices to holders of Definitive Certificates will be given by
publication in a leading daily newspaper of general circulation in the English
language in Hong Kong. Such publication is expected to be made in the SOUTH
CHINA MORNING POST. In addition, if Definitive Certificates are issued, such
notices will be mailed to the addresses of holders thereof at the addresses
therefor as they

appear in the Corporate Register maintained by the 1997-A Securitization Trustee
prior to such mailing. Such notices will be deemed to have been given on the
date of such publication or mailing.

SECTION 9.06. SEVERABILITY OF PROVISIONS; COUNTERPARTS.

If any one or more of the covenants, agreements, provisions or terms of
this 1997-A Securitization Trust Agreement 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 1997-A Securitization Trust Agreement and shall in no way affect the
validity or enforceability of the other provisions of this 1997-A Securitization
Trust Agreement or of the Certificates or the rights of the Holders thereof.

This 1997-A Securitization Trust Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and all of which counterparts shall constitute but one and the same
instrument.

SECTION 9.07. ASSIGNMENT.

Notwithstanding anything to the contrary contained in this 1997-A
Securitization Trust Agreement, except as provided in Section 5.03, this 1997-A
Securitization Trust Agreement may not be assigned by the Transferor without the
prior written consent of Holders of Investor Certificates evidencing not less
than 51% of the aggregate Percentage Interest. The Transferor shall provide a
copy of any such assignment to each Rating Agency.

SECTION 9.08. CERTIFICATES NONASSESSABLE AND FULLY PAID.

Except as provided in Section 5.02(b) with regard to the Transferor,
Certificateholders shall not be personally liable for obligations of the 1997-A
Securitization Trust. The interests represented by the Certificates shall be
nonassessable for any losses or expenses of the 1997-A Securitization Trust or
for any reason whatsoever, and, upon the execution and authentication thereof by
the 1997-A Securitization Trustee pursuant to Sections 4.02, 4.03 or 4.04, the
Certificates are and shall be deemed fully paid.

ARTICLE TEN
AGENT FOR SERVICE

SECTION 10.01. AGENT FOR SERVICE OF TRANSFEROR.

The agent for service of process for the Transferor shall be its
Corporate Treasury Manager, at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, Attention: Corporate Treasury Manager (fax: ▇▇▇-▇▇▇-▇▇▇▇).

SECTION 10.02. AGENT OF TRUSTEE.

The 1997-A Securitization Trustee shall maintain an office or offices or
agency or agencies where notices and demands to or upon the 1997-A
Securitization Trustee in respect of the Certificates and this 1997-A
Securitization Trust Agreement may be served. The initial such office shall be
the Corporate Trust Office. The 1997-A Securitization Trustee shall give prompt
written notice to the Transferor, the Servicer and Certificateholders of any
change in the location of the Certificate Register or any such office or agency.
Certificates shall be surrendered for transfer or exchange not at this office,
but as set forth in Section 4.07.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the parties have caused this 1997-A Securitization
Trust Agreement to be duly executed by their respective officers as of the day
and year first above written.

TOYOTA LEASING, INC.
as Transferor

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:

U.S. BANK NATIONAL ASSOCIATION,
as 1997-A Securitization Trustee

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President

EXHIBIT A-1

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TOYOTA AUTO LEASE TRUST 1997-A

6.20% AUTO LEASE ASSET BACKED CERTIFICATE, CLASS A-1

evidencing a percentage interest in the distributions allocable to the Investor
Certificates, as defined below, evidencing an undivided interest in the 1997-A
Securitization Trust, as defined below, the property of which includes, among
other things, a special unit of beneficial interest (the "1997-A SUBI") in
Toyota Lease Trust, a Delaware business trust (the "Titling Trust"), which
1997-A SUBI represents a beneficial interest in a pool of retail lease contracts
for new and used automobiles and light duty trucks (and the related automobiles
and light-duty trucks) entered into by various automobile and light duty truck
dealers pursuant to contractual arrangements with Toyota Lease Trust, and which
1997-A SUBI was originally issued to Toyota Leasing, Inc. and then to the 1997-A
Securitization Trust.

(This Certificate does not represent an obligation of, or an interest in, Toyota
Leasing, Inc., Toyota Motor Credit Corporation, the Titling Trustee, the 1997-A
Securitization Trustee or any of their respective affiliates.)

Aggregate Denominations of
all Class A-1 Certificates: CUSIP #892317 AA 6
$410,000,000

Number A-1- Denomination: $____________

THIS CERTIFIES THAT CEDE & CO. is the registered owner of a
_______________________________ ($____________) nonassessable, fully-paid,
fractional undivided interest in the Toyota Auto Lease Trust 1997-A (the "1997-A
Securitization Trust") formed by Toyota

A-1-1

Leasing, Inc., a California corporation, as Transferor (the "Transferor"). The
1997-A Securitization Trust was created pursuant to a 1997-A Securitization
Trust Agreement dated as of September 1, 1997 (the "Agreement"), between the
Transferor and U.S. Bank National Association, a national banking association,
as trustee (the "1997-A Securitization Trustee"). A summary of certain of the
pertinent provisions of the Agreement is set forth below. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Agreement.

This Certificate is one of the duly authorized Certificates issued under
the Agreement and designated as "Toyota Auto Lease Trust 1997-A 6.20% Auto Lease
Asset Backed Certificates, Class A-1" (the "Class A-1 Certificates"). Also
issued under the Agreement are Certificates designated as "Toyota Auto Lease
Trust 1997-A 6.35% Auto Lease Asset Backed Certificates, Class A-2" (the "Class
A-2 Certificates"), Certificates designated as "Toyota Auto Lease Trust 1997-A
6.45% Auto Lease Asset Backed Certificates, Class A-3" (the "Class A-3
Certificates" and, together with the Class A-1 Certificates and the Class A-2
Certificates, the "Class A Certificates"), Certificates designated as "Toyota
Auto Lease Trust 1997-A 6.75% Auto Lease Asset Backed Certificates, Class B"
(the "Class B Certificates" and, together with the Class A Certificates, the
"Investor Certificates") and a Certificate designated as the "Toyota Auto Lease
Trust 1997-A Asset Backed Transferor Certificate" (the "Transferor Certificate"
and, together with the Investor Certificates, the "Certificates"). The Class B
Certificates are subordinated to the Class A Certificates and the Transferor
Certificate is subordinated to the Investor Certificates to the extent described
in the Agreement. This Class A-1 Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Class A-1 Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.

The property of the 1997-A Securitization Trust includes, among other
things, the 1997-A SUBI (exclusive of monies and payments due or payable under
any Residual Value Insurance Policy and the right to receive such amounts),
which 1997-A SUBI represents a beneficial interest in a pool of retail
automobile and light duty truck lease contracts ("Contracts") and the new and
used automobiles and light duty trucks leased thereby ("Leased Vehicles") (such
pool of Contracts and Leased Vehicles, the "1997-A SUBI Portfolio") entered into
by various automobile and light duty truck dealers pursuant to contractual
arrangements with the Titling Trust. Toyota Motor Credit Corporation acts as
servicer (in that capacity, the "Servicer") of the 1997-A SUBI Portfolio.
During the Revolving Period, Principal Collections allocable to the 1997-A SUBI
generally will be applied towards the allocation to the 1997-A SUBI Portfolio of
Subsequent Contracts and Subsequent Leased

A-1-2

Vehicles from among all other unallocated Contracts and Leased Vehicles owned by
the Titling Trust.

Under the Agreement, there will be distributed on the 25th day of March and
September or, to the extent provided in the Agreement, on the 25th day of each
month, or if such 25th day is not a Business Day, the next succeeding Business
Day (each, a "Certificate Payment Date"), commencing on March 25, 1998 (except
as provided otherwise in the Agreement), to the Person in whose name this Class
A-1 Certificate is registered at the close of business on the calendar day
immediately preceding such Certificate Payment Date or, if Definitive
Certificates have been issued, the last day of the immediately preceding
calendar month (the "Record Date"), such Class A-1 Certificateholder's
Percentage Interest in the amount distributed on the Class A-1 Certificates
pursuant to the terms of the Agreement, all to the extent and as more
specifically set forth in the Agreement. Except to the extent provided
otherwise in the Agreement, no principal payments shall be made in respect of
the Class A-2 Certificates until the Class A-1 Certificates have been paid in
full, no principal payments shall be made in respect of the Class A-3
Certificates until the Class A-2 Certificates have been paid in full and no
principal payments will be made in respect of the Class B Certificates until the
Class A-3 Certificates have been paid in full. Except as provided otherwise in
the Agreement, the principal of this Class A-1 Certificate shall be
distributable on the Targeted Maturity Date, which shall be September 27, 1999.
The Stated Maturity Date of this Class A-1 Certificate is April 26, 2004.

Distributions on this Class A-1 Certificate will be made by the 1997-A
Securitization Trustee by check mailed to the Class A-1 Certificateholder of
record in the Certificate Register without the presentation or surrender of this
Class A-1 Certificate or the making of any notation hereon except that with
respect to Class A-1 Certificates registered in the name of Cede & Co., the
nominee for The Depository Trust Company, distributions will be made by wire
transfer of immediately available funds. Except as otherwise provided in the
Agreement and notwithstanding the foregoing, the final distribution on this
Class A-1 Certificate will be made after due notice by the 1997-A Securitization
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Class A-1 Certificate at the Corporate Trust Office of the
1997-A Securitization Trustee.

It is the intention of the Transferor and the Holders of Investor
Certificates that the Investor Certificates will be indebtedness for federal,
state and local income and franchise tax purposes and for purposes of any other
tax imposed on or measured by income. The Transferor, the 1997-A Securitization
Trustee and the Holder of this Certificate (or Certificate Owner) by acceptance
of this Certificate (or, in the case of a Certificate Owner, by virtue of such
Certificate Owner's acquisition of a beneficial

A-1-3

interest herein) agree to treat the Investor Certificates (or beneficial
interests therein), for purposes of federal, state and local income or franchise
taxes and any other tax imposed on or measured by income, as indebtedness and to
report the transactions contemplated by the Agreement on all applicable tax
returns in a manner consistent with such treatment. Each Holder of this
Certificate agrees that it will cause any Certificate Owner acquiring an
interest in this Certificate through it to comply with the Agreement as to
treatment as indebtedness for federal, state and local income and franchise tax
purposes and for purposes of any other tax imposed on or measured by income.

By accepting this Certificate, the Holder hereof (and each Certificate
Owner with respect hereto, by virtue of such Certificate Owner's acquisition of
a beneficial interest herein) waives any claim to any proceeds or assets of the
Titling Trustee and to all assets of the Titling Trust other than those from
time to time included in the 1997-A SUBI Assets and those proceeds or assets
derived from or earned by such 1997-A SUBI Assets (excluding the rights to
proceeds of the Residual Value Insurance Policy).

In the event that, notwithstanding the statement of intentions and
undertakings set forth in Section 4.12(a) of the Agreement and herein, it is
finally determined that the Class A-1 Certificates do not evidence indebtedness
of the Transferor for all income and franchise tax purposes, but rather
represent an equity interest in the assets of the 1997-A Securitization Trust,
then the Holder (and each Certificate Owner hereof with respect hereto by virtue
of acquiring a beneficial interest herein), agrees (i) to treat such
Certificates, together with the Transferor Certificate, as representing an
interest in a partnership for all tax purposes, (ii) to treat all payments in
respect of such Certificates (to the extent not a return of capital) as a
"guaranteed payment" thereon made pursuant to Section 707(c) of the Code, and
(iii) to allocate all other items of income, gain, deduction, loss or credit
with respect to the assets and operations of the 1997-A Securitization Trust to
the Transferor.

The Certificates do not represent an obligation of, or an interest in, the
Transferor, the Servicer, the Titling Trust, the Titling Trustee, the 1997-A
Securitization Trustee or any of their respective Affiliates. The Certificates
are limited in right of payment to certain collections and recoveries respecting
the 1997-A SUBI and 1997-A SUBI Certificate and certain monies on deposit in the
Reserve Fund and in certain other accounts established for the benefit of the
Certificateholders, in each case to the extent and as more specifically set
forth in the Agreement. A copy of the Agreement may be examined during normal
business hours at the Corporate Trust Office of the 1997-A Securitization
Trustee, at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. in Hong Kong (initially at Asia
Pacific Financial, 3 Garden Road), at the offices of Bankers Trust Company
Luxembourg S.A. in Luxembourg (initially at 14 Boulevard

▇-▇-▇

▇.▇. ▇▇▇▇▇▇▇▇▇, ▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇) and at such other places, if any, designated
by the 1997-A Securitization Trustee, by any Certificateholder upon request.

The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement at
any time by the Transferor and the 1997-A Securitization Trustee without the
consent of any Certificateholders. In certain limited circumstances, the
Agreement may only be amended with the consent of the Holders of Investor
Certificates evidencing not less than 51% of the aggregate Percentage Interest
of all Investor Certificates, voting together as a single class. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and on all future Holders of this Certificate and of any Certificate
issued upon the transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent is made upon this Certificate.

As provided in the Agreement and subject to certain limitations set forth
therein, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
Corporate Trust Office of the 1997-A Securitization Trustee in its capacity as
Certificate Registrar, or at the office of the agent of the 1997-A
Securitization Trustee in its capacity as Certificate Registrar, who shall
initially be First Trust of New York, National Association, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in the Borough of Manhattan, the City of
New York, and, with respect to the Definitive Certificates only, a transfer
agent appointed in Hong Kong and Luxembourg, or at the appropriate office of any
successor Certificate Registrar, accompanied by a written instrument of transfer
in form satisfactory to the 1997-A Securitization Trustee and the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Class A-1 Certificates of
authorized denominations and of a like aggregate fractional undivided interest
will be issued to the designated transferee.

The Class A-1 Certificates are issuable only as registered Certificates
without coupons in denominations of $1,000 and integral multiples thereof
(except for one Class A-1 Certificate in a smaller minimum denomination
representing any remaining portion of the Initial Class A-1 Certificate
Balance). As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class, of authorized denominations of a like aggregate principal amount, as
requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the 1997-A Securitization
Trustee may require

A-1-5

payment of a sum sufficient to cover any tax or governmental charges payable in
connection therewith.

Prior to due presentation of this Certificate for registration of transfer,
the 1997-A Securitization Trustee, the Certificate Registrar and any of their
respective agents may treat the Person in whose name this Class A-1 Certificate
is registered as the owner hereof for the purpose of receiving distributions and
for all other purposes, and neither the 1997-A Securitization Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.

The obligations and responsibilities created by the Agreement and the
1997-A Securitization Trust created thereby shall terminate upon the payment to
Investor Certificateholders of all amounts required to be paid to them pursuant
to the Agreement and the disposition of all property held as part of the 1997-A
Securitization Trust. The Transferor may at its option purchase the corpus of
the 1997-A Securitization Trust at a price specified in the Agreement, and such
purchase of the 1997-A SUBI and 1997-A SUBI Certificate and other property of
the 1997-A Securitization Trust will effect early retirement of the
Certificates; PROVIDED, HOWEVER, such right of purchase is exercisable only on
the Monthly Allocation Date on or after the Class A-3 Targeted Maturity Date, if
either before or after giving effect to any payments of principal required to be
made on such Monthly Allocation Date, the Certificate Balance shall be less than
or equal to $123,123,151.92 (ten percent (10%) of the Aggregate Net Investment
Value as of the Cutoff Date).

By accepting this Certificate, the Holder hereof (and each Certificate
Owner with respect hereto, by virtue of acquiring a beneficial interest herein)
covenants and agrees that prior to the date which is one year and one day after
the last date upon which (a) each Class of Investor Certificates has been paid
in full, and (b) all obligations due under any other Securitized Financing have
been paid in full, the Holder and/or Certificate Owner will not institute
against, or join any other Person in instituting against the Transferor, Toyota
Motor Credit Corporation, the 1997-A Securitization Trust, the Titling Trustee
or the Titling Trust any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy or similar law. The foregoing shall not limit the Holder's and/or
Certificate Owner's right to file any claim in or otherwise take actions with
respect to any such proceeding instituted by any Person not under such a
constraint. This non-petition covenant shall survive the termination of the
Agreement.

A-1-6

Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the 1997-A Securitization Trustee, by manual signature,
this Class A-1 Certificate shall not entitle the Holder hereof to any benefit
under the Agreement or be valid for any purpose.

A-1-7

IN WITNESS WHEREOF, the 1997-A Securitization Trustee on behalf of the
1997-A Securitization Trust and not in its individual capacity has caused this
Class A-1 Certificate to be duly executed.

Dated: September 24, 1997

TOYOTA AUTO LEASE TRUST 1997-A

BY: U.S. BANK NATIONAL ASSOCIATION,
AS 1997-A SECURITIZATION TRUSTEE

By:
--------------------------------
Authorized Officer

A-1-8

Certificate of Authentication

This is one of the Class A-1 Certificates referred
to in the within-mentioned Agreement.

U.S. BANK NATIONAL ASSOCIATION, as
1997-A Securitization Trustee

By:
--------------------------------

A-1-9

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, of
assignee)

--------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

--------------------------------------------------------------------------------
Attorney to transfer said Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.

Dated:

*
-----------------------------
Signature Guaranteed:

*
-----------------------------

* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Certificate Registrar, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.

▇-▇-▇▇

▇▇▇▇▇▇▇ ▇-▇

TOYOTA AUTO LEASE TRUST 1997-A

6.35% AUTO LEASE ASSET BACKED CERTIFICATE, CLASS A-2

evidencing a percentage interest in the distributions allocable to the Investor
Certificates, as defined below, evidencing an undivided interest in the 1997-A
Securitization Trust, as defined below, the property of which includes, among
other things, a special unit of beneficial interest (the "1997-A SUBI") in
Toyota Lease Trust, a Delaware business trust (the "Titling Trust), which 1997-A
SUBI represents a beneficial interest in a pool of retail lease contracts for
new and used automobiles and light duty trucks (and the related automobiles and
light-duty trucks) entered into by various automobile and light duty truck
dealers pursuant to contractual arrangements with Toyota Lease Trust, and which
1997-A SUBI was originally issued to Toyota Leasing, Inc. and then to the 1997-A
Securitization Trust.

Aggregate Denominations of
all Class A-2 Certificates: CUSIP #892317 AB 4
$650,000,000

Number A-2-__ Denomination: $__________

THIS CERTIFIES THAT CEDE & CO. is the registered owner of a
____________________________ ($__________) nonassessable, fully-paid, fractional
undivided interest in the Toyota Auto Lease Trust 1997-A (the "1997-A
Securitization Trust") formed by Toyota

A-2-1

This Certificate is one of the duly authorized Certificates issued under
the Agreement and designated as "Toyota Auto Lease Trust 1997-A 6.35% Auto Lease
Asset Backed Certificates, Class A-2" (the "Class A-2 Certificates"). Also
issued under the Agreement are Certificates designated as "Toyota Auto Lease
Trust 1997-A 6.20% Auto Lease Asset Backed Certificates, Class A-1" (the
"Class A-1 Certificates"), Certificates designated as "Toyota Auto Lease Trust
1997-A 6.45% Auto Lease Asset Backed Certificates, Class A-3" (the "Class A-3
Certificates" and, together with the Class A-1 Certificates and the Class A-2
Certificates, the "Class A Certificates"), Certificates designated as "Toyota
Auto Lease Trust 1997-A 6.75% Auto Lease Asset Backed Certificates, Class B"
(the "Class B Certificates" and, together with the Class A Certificates, the
"Investor Certificates") and a Certificate designated as the "Toyota Auto Lease
Trust 1997-A Asset Backed Transferor Certificate" (the "Transferor Certificate"
and, together with the Investor Certificates, the "Certificates"). The Class B
Certificates are subordinated to the Class A Certificates and the Transferor
Certificate is subordinated to the Investor Certificates to the extent described
in the Agreement. This Class A-2 Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Class A-2 Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.

The property of the 1997-A Securitization Trust includes, among other
things, the 1997-A SUBI (exclusive of monies and payments due or payable under
any Residual Value Insurance Policy and the right to receive such amounts),
which 1997-A SUBI represents a beneficial interest in a pool of retail
automobile and light duty truck lease contracts ("Contracts") and the new and
used automobiles and light duty trucks leased thereby ("Leased Vehicles") (such
pool of Contracts and Leased Vehicles; the "1997-A SUBI Portfolio") entered into
by various automobile and light duty truck dealers pursuant to contractual
arrangements with the Titling Trust. Toyota Motor Credit Corporation acts as
servicer (in that capacity, the "Servicer") of the 1997-A SUBI Portfolio.
During the Revolving Period, Principal Collections allocable to the 1997-A SUBI
generally will be applied towards the allocation to the 1997-A SUBI Portfolio of
additional qualifying Contracts and Leased

A-2-2

Vehicles from among all Subsequent Contracts and Subsequent Leased Vehicles
owned by the Titling Trust.

Under the Agreement, there will be distributed on the 25th day of March and
September or, to the extent provided in the Agreement, on the 25th day of each
month, or if such 25th day is not a Business Day, the next succeeding Business
Day (each, a "Certificate Payment Date"), commencing on March 25, 1998 (except
as provided otherwise in the Agreement), to the Person in whose name this Class
A-2 Certificate is registered at the close of business on the calendar day
immediately preceding such Certificate Payment Date or, if Definitive
Certificates have been issued, the last day of the immediately preceding
calendar month (the "Record Date"), such Class A-2 Certificateholder's
Percentage Interest in the amount distributed on the Class A-2 Certificates
pursuant to the terms of the Agreement, all to the extent and as more
specifically set forth in the Agreement. Except to the extent provided
otherwise in the Agreement, no principal payments shall be made in respect of
the Class A-2 Certificates until the Class A-1 Certificates have been paid in
full, no principal payments shall be made in respect of the Class A-3
Certificates until the Class A-2 Certificates have been paid in full and no
principal payments shall be made in respect of the Class B Certificates until
the Class A-3 Certificates have been paid in full. Except as provided otherwise
in the Agreement, the principal of this Class A-2 Certificate shall be
distributable on the Class A-2 Targeted Maturity Date, which shall be September
25, 2000. The Stated Maturity Date of this Class A-2 Certificate is April 26,
2004.

Distributions on this Class A-2 Certificate will be made by the 1997-A
Securitization Trustee by check mailed to the Class A-2 Certificateholder of
record in the Certificate Register without the presentation or surrender of this
Class A-2 Certificate or the making of any notation hereon except that with
respect to Class A-2 Certificates registered in the name of Cede & Co., the
nominee for The Depository Trust Company, distributions will be made by wire
transfer of immediately available funds. Except as otherwise provided in the
Agreement and notwithstanding the foregoing, the final distribution on this
Class A-2 Certificate will be made after due notice by the 1997-A Securitization
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Class A-2 Certificate at the Corporate Trust Office of the
1997-A Securitization Trustee.

A-2-3

interest herein) agree to treat the Investor Certificates (or beneficial
interest therein), for purposes of federal, state and local income or franchise
taxes and any other tax imposed on or measured by income, as indebtedness and to
report the transactions contemplated by the Agreement on all applicable tax
returns in a manner consistent with such treatment. Each Holder of this
Certificate agrees that it will cause any Certificate Owner acquiring an
interest in this Certificate through it to comply with the Agreement as to
treatment as indebtedness for federal, state and local income and franchise tax
purposes and for purposes of any other tax imposed on or measured by income.

In the event that, notwithstanding the statement of intentions and
undertakings set forth in Section 4.12(a) of the Agreement and herein, it is
finally determined that the Class A-2 Certificates do not evidence indebtedness
of the Transferor for all income and franchise tax purposes, but rather
represent an equity interest in the assets of the 1997-A Securitization Trust,
then the Holder (and each Certificate Owner hereof with respect hereto by virtue
of acquiring a beneficial interest herein), agrees (i) to treat such
Certificates, together with the Transferor Certificate, as representing an
interest in a partnership for all tax purposes, (ii) to treat all payments in
respect of such Certificates (to the extent not a return of capital) as a
"guaranteed payment" thereon made pursuant to Section 707(c) of the Code, and
(iii) to allocate all other items of income, gain, deduction, loss or credit
with respect to the assets and operations of the 1997-A Securitization Trust to
the Transferor.

▇-▇-▇

As provided in the Agreement and subject to certain limitations set forth
therein, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
Corporate Trust Office of the 1997-A Securitization Trustee in its capacity as
Certificate Registrar, or at the office of the agent of the 1997-A
Securitization Trustee in its capacity as Certificate Registrar, who shall
initially be First Trust of New York, National Association, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in the Borough of Manhattan, the City of
New York, and, with respect to the Definitive Certificates only, a transfer
agent appointed in Hong Kong and Luxembourg, or at the appropriate office of any
successor Certificate Registrar, accompanied by a written instrument of transfer
in form satisfactory to the 1997-A Securitization Trustee and the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Class A-2 Certificates of
authorized denominations and of a like aggregate fractional undivided interest
will be issued to the designated transferee.

The Class A-2 Certificates are issuable only as registered Certificates
without coupons in denominations of $1,000 and integral multiples thereof
(except for one Class A-2 Certificate in a smaller minimum denomination
representing any remaining portion of the Initial Class A-2 Certificate
Balance). As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class, of authorized denominations of a like aggregate principal amount, as
requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the 1997-A Securitization
Trustee may require

A-2-5

payment of a sum sufficient to cover any tax or governmental charges payable in
connection therewith.

Prior to due presentation of this Certificate for registration of transfer,
the 1997-A Securitization Trustee, the Certificate Registrar and any of their
respective agents may treat the Person in whose name this Class A-2 Certificate
is registered as the owner hereof for the purpose of receiving distributions and
for all other purposes, and neither the 1997-A Securitization Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.

A-2-6

Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the 1997-A Securitization Trustee, by manual signature,
this Class A-2 Certificate shall not entitle the Holder hereof to any benefit
under the Agreement or be valid for any purpose.

A-2-7

IN WITNESS WHEREOF, the 1997-A Securitization Trustee on behalf of the
1997-A securitization Trust and not in its individual capacity has caused this
Class A-2 Certificate to be duly executed.

Dated: September 24, 1997

TOYOTA AUTO LEASE TRUST 1997-A

By: U.S. BANK NATIONAL ASSOCIATION,
AS 1997-A SECURITIZATION TRUSTEE

By:
--------------------------------
Authorized Officer

A-2-8

Certificate of Authentication

This is one of the Class A-2 Certificates referred
to in the within-mentioned Agreement.

U.S. BANK NATIONAL ASSOCIATION, as
1997-A Securitization Trustee

By:
--------------------------------

A-2-9

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, of
assignee)

--------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

Dated:

*
-----------------------------
Signature Guaranteed:

*
-----------------------------

▇-▇-▇▇

▇▇▇▇▇▇▇ ▇-▇

TOYOTA AUTO LEASE TRUST 1997-A

6.45% AUTO LEASE ASSET BACKED CERTIFICATE, CLASS A-3

Aggregate Denominations of
all Class A-3 Certificates: CUSIP #892317 AC 2
$72,750,000

Number A-3-__ Denomination: $____________

A-3-1

This Certificate is one of the duly authorized Certificates issued under
the Agreement and designated as "Toyota Auto Lease Trust 1997-A 6.45% Auto Lease
Asset Backed Certificates, Class A-3" (the "Class A-3 Certificates"). Also
issued under the Agreement are Certificates designated as "Toyota Auto Lease
Trust 1997-A 6.20% Auto Lease Asset Backed Certificates, Class A-1" (the
"Class A-1 Certificates"), Certificates designated as "Toyota Auto Lease Trust
1997-A 6.35% Auto Lease Asset Backed Certificates, Class A-2" (the "Class A-2
Certificates" and, together with the Class A-1 Certificates and the Class A-3
Certificates, the "Class A Certificates"), Certificates designated as "Toyota
Auto Lease Trust 1997-A 6.75% Auto Lease Asset Backed Certificates, Class B"
(the "Class B Certificates" and, together with the Class A Certificates, the
"Investor Certificates") and a Certificate designated as the "Toyota Auto Lease
Trust 1997-A Asset Backed Transferor Certificate" (the "Transferor Certificate"
and, together with the Investor Certificates, the "Certificates"). The Class B
Certificates are subordinated to the Class A Certificates and the Transferor
Certificate is subordinated to the Investor Certificates to the extent described
in the Agreement. This Class A-3 Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Class A-3 Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.

The property of the 1997-A Securitization Trust includes, among other
things, the 1997-A SUBI (exclusive of monies and payments due or payable under
any Residual Value Insurance Policy and the right to receive such amounts),
which 1997-A SUBI represents a beneficial interest in a pool of retail
automobile and light duty truck lease contracts ("Contracts") and the new and
used automobiles and light duty trucks leased thereby ("Leased Vehicles") (such
pool of Contracts and Leased Vehicles; the "1997-A SUBI Portfolio") entered into
by various automobile and light duty truck dealers pursuant to contractual
arrangements with the Titling Trust. Toyota Motor Credit Corporation acts as
servicer (in that capacity, the "Servicer") of the 1997-A SUBI Portfolio.
During the Revolving Period, Principal Collections allocable to the 1997-A SUBI
generally will be applied towards the allocation to the 1997-A SUBI Portfolio of
Subsequent Contracts and Subsequent Leased

A-3-2

Vehicles from among all other unallocated Contracts and Leased Vehicles owned by
the Titling Trust.

Under the Agreement, there will be distributed on the 25th day of March and
September or, to the extent provided in the Agreement, on the 25th day of each
month, or if such 25th day is not a Business Day, the next succeeding Business
Day (each, a "Certificate Payment Date"), commencing on March 25, 1998 (except
as provided otherwise in the Agreement), to the Person in whose name this Class
A-3 Certificate is registered at the close of business on the calendar day
immediately preceding such Certificate Payment Date or, if Definitive
Certificates have been issued, the last day of the immediately preceding
calendar month (the "Record Date"), such Class A-3 Certificateholder's
Percentage Interest in the amount distributed on the Class A-3 Certificates
pursuant to the terms of the Agreement, all to the extent and as more
specifically set forth in the Agreement. Except to the extent provided
otherwise in the Agreement, no principal payments shall be made in respect of
the Class A-2 Certificates until the Class A-1 Certificates have been paid in
full, and no principal payments shall be made in respect of the Class A-3
Certificates until the Class A-2 Certificates have been paid in full and no
principal payments shall be made in respect of the Class B Certificates until
the Class A-3 Certificates have been paid in full. Except as provided otherwise
in the Agreement, the principal of this Class A-3 Certificate shall be
distributable on the Class A-3 Targeted Maturity Date, which shall be March 26,
2001. The Stated Maturity Date of this Class A-3 Certificate is April 26, 2004.

Distributions on this Class A-3 Certificate will be made by the 1997-A
Securitization Trustee by check mailed to the Class A-3 Certificateholder of
record in the Certificate Register without the presentation or surrender of this
Class A-3 Certificate or the making of any notation hereon except that with
respect to Class A-3 Certificates registered in the name of Cede & Co., the
nominee for The Depository Trust Company, distributions will be made by wire
transfer of immediately available funds. Except as otherwise provided in the
Agreement and notwithstanding the foregoing, the final distribution on this
Class A-3 Certificate will be made after due notice by the 1997-A Securitization
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Class A-3 Certificate at the Corporate Trust Office of the
1997-A Securitization Trustee.

A-3-3

In the event that, notwithstanding the statement of intentions and
undertakings set forth in Section 4.12(a) of the Agreement and herein, it is
finally determined that the Class A-3 Certificates do not evidence indebtedness
of the Transferor for all income and franchise tax purposes, but rather
represent an equity interest in the assets of the 1997-A Securitization Trust,
then the Holder (and each Certificate Owner hereof with respect hereto by virtue
of acquiring a beneficial interest herein), agrees (i) to treat such
Certificates, together with the Transferor Certificate, as representing an
interest in a partnership for all tax purposes, (ii) to treat all payments in
respect of such Certificates (to the extent not a return of capital) as a
"guaranteed payment" thereon made pursuant to Section 707(c) of the Code, and
(iii) to allocate all other items of income, gain, deduction, loss or credit
with respect to the assets and operations of the 1997-A Securitization Trust to
the Transferor.

▇-▇-▇

As provided in the Agreement and subject to certain limitations set forth
therein, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
Corporate Trust Office of the 1997-A Securitization Trustee in its capacity as
Certificate Registrar, or at the office of the agent of the 1997-A
Securitization Trustee in its capacity as Certificate Registrar, who shall
initially be First Trust of New York, National Association, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in the Borough of Manhattan, the City of
New York, and with respect to the Definitive Certificates only, a transfer agent
appointed in Hong Kong and Luxembourg, or at the appropriate office of any
successor Certificate Registrar, accompanied by a written instrument of transfer
in form satisfactory to the 1997-A Securitization Trustee and the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Class A-3 Certificates of
authorized denominations and of a like aggregate fractional undivided interest
will be issued to the designated transferee.

The Class A-3 Certificates are issuable only as registered Certificates
without coupons in denominations of $1,000 and integral multiples thereof
(except for one Class A-3 Certificate in a smaller minimum denomination
representing any remaining portion of the Initial Class A-3 Certificate
Balance). As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class, of authorized denominations of a like aggregate principal amount, as
requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the 1997-A Securitization
Trustee may require

A-3-5

payment of a sum sufficient to cover any tax or governmental charges payable in
connection therewith.

Prior to due presentation of this Certificate for registration of transfer,
the 1997-A Securitization Trustee, the Certificate Registrar and any of their
respective agents may treat the Person in whose name this Class A-3 Certificate
is registered as the owner hereof for the purpose of receiving distributions and
for all other purposes, and neither the 1997-A Securitization Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.

By accepting this Certificate, the Holder hereof (and each Certificate
Owner with respect hereto, by virtue of acquiring a beneficial interest herein)
covenants and agrees that prior to the date which is one year and one day after
the last date upon which (a) each Class of Investor Certificates has been paid
in full, and (b) all obligations due under any other Securitized Financing have
been paid in full, the Holder and/or Certificate Owner will not institute
against, or join any other Person in instituting against the Transferor, Toyota
Motor Credit Corporation, the 1997-A Securitization Trust, the Titling Trustee
or the Titling Trust any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy or similar law. The foregoing shall not limit the Holder's and/or
Certificate Owner's right to file any claim in or otherwise take actions with
respect to any such proceeding instituted by any Person not under such a
constraint. This nonpetition covenant shall survive the termination of the
Agreement.

A-3-6

Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the 1997-A Securitization Trustee, by manual signature,
this Class A-3 Certificate shall not entitle the Holder hereof to any benefit
under the Agreement or be valid for any purpose.

A-3-7

IN WITNESS WHEREOF, the 1997-A Securitization Trustee on behalf of the
1997-A Securitization Trust and not in its individual capacity has caused this
Class A-3 Certificate to be duly executed.

Dated: September 24, 1997

TOYOTA AUTO LEASE TRUST 1997-A

By: U.S. BANK NATIONAL ASSOCIATION, AS
1997-A SECURITIZATION TRUSTEE

By:
--------------------------------
Authorized Officer

A-3-8

Certificate of Authentication

This is one of the Class A-3 Certificates referred
to in the within-mentioned Agreement.

U.S. BANK NATIONAL ASSOCIATION, as
1997-A Securitization Trustee

By:
--------------------------------

A-3-9

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, of
assignee)

--------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

Dated:

*
-----------------------------
Signature Guaranteed:

*
-----------------------------

A-3-10

EXHIBIT B

THIS CLASS B CERTIFICATE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN
RELIANCE ON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND SUCH STATE OR FOREIGN
SECURITIES LAWS. THE CLASS B CERTIFICATES ARE ELIGIBLE FOR PURCHASE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT. NO RESALE OR OTHER TRANSFER OF THIS
CERTIFICATE SHALL BE MADE UNLESS SUCH RESALE OR TRANSFER (A) IS MADE IN
ACCORDANCE WITH SECTION 4.03 OF THE AGREEMENT REFERRED TO HEREIN AND (B) IS MADE
(i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
(ii) IN A TRANSACTION (OTHER THAN A TRANSACTION IN CLAUSE (iv) BELOW) EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
AND FOREIGN SECURITIES LAWS, (iii) TO TOYOTA LEASING INC. (THE "TRANSFEROR") OR
(iv) TO A PERSON WHO THE TRANSFEROR OF THIS CLASS B CERTIFICATE REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT THAT IS AWARE THAT THE RESALE OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A OR TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
UNDER RULE 501(a)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT. IN THE EVENT THAT
THE TRANSFER OF A CLASS B CERTIFICATE IS TO BE MADE AS DESCRIBED IN CLAUSE (ii)
OF THE PRECEDING SENTENCE, THE PROSPECTIVE INVESTOR IS REQUIRED TO DELIVER AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE 1997-A
SECURITIZATION TRUSTEE AND THE TRANSFEROR TO THE EFFECT THAT SUCH TRANSFER MAY
BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE OR
FOREIGN SECURITIES LAWS. THE PROSPECTIVE TRANSFEREE IN A TRANSFER OF A CLASS B
CERTIFICATE TO BE MADE AS DESCRIBED IN CLAUSE (iv) ABOVE MUST DELIVER TO THE
1997-A SECURITIZATION TRUSTEE A REPRESENTATION LETTER REQUIRED BY SECTION 4.03
OF THE AGREEMENT REFERRED TO HEREIN. PROSPECTIVE PURCHASERS OF THE CLASS B
CERTIFICATES ARE HEREBY NOTIFIED THAT THE SELLER OF ANY CLASS B CERTIFICATES MAY
BE RELYING ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF
THE ACT PROVIDED BY RULE 144A UNDER THE ACT.

THIS CLASS B CERTIFICATE OR A BENEFICIAL INTEREST HEREIN MAY NOT BE
TRANSFERRED UNLESS THE 1997-A SECURITIZATION TRUSTEE HAS RECEIVED (I) EITHER (A)
A CERTIFICATE FROM THE TRANSFEREE TO THE

B-1

EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN DEFINED IN SECTION 3(32)
OF ERISA SUBJECT TO ANY FEDERAL STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW")
(EACH, A "BENEFIT PLAN") AND IS NOT AN ENTITY INCLUDING AN INSURANCE COMPANY
SEPARATE ACCOUNT OR AN INSURANCE COMPANY GENERAL ACCOUNT IF THE ASSETS IN ANY
SUCH ACCOUNTS CONSTITUTE "PLAN ASSETS" FOR PURPOSES OF REGULATION SECTION
2510.3-101 OF ERISA, WHOSE UNDERLYING ASSETS INCLUDE BENEFIT PLAN ASSETS BY
REASON OF A BENEFIT PLAN'S INVESTMENT IN THE ENTITY (SUCH BENEFIT PLAN OR
ENTITY, A "BENEFIT PLAN INVESTOR") OR (B) AN OPINION OF COUNSEL SATISFACTORY TO
THE 1997-A SECURITIZATION TRUSTEE, THE TRANSFEROR AND THE SERVICER TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE WILL NOT CONSTITUTE OR RESULT
IN THE ASSETS OF THE 1997-A SECURITIZATION TRUST BEING DEEMED TO BE "PLAN
ASSETS" SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR
PROHIBITED TRANSACTIONS PROVISIONS OF SECTION 4975 OF THE CODE OR SIMILAR LAW,
WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF
SECTION 406 OR SECTION 407 OF ERISA OR SECTION 4975 OF THE CODE OR SIMILAR LAW,
AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OF SIMILAR LAW) IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT AND (II) A CERTIFICATE TO THE EFFECT THAT IF THE TRANSFEREE IS A
PARTNERSHIP, GRANTOR TRUST OR S CORPORATION FOR FEDERAL INCOME TAX PURPOSES (A
"FLOW-THROUGH ENTITY"), ANY CLASS B CERTIFICATES OWNED BY SUCH FLOW-THROUGH
ENTITY WILL REPRESENT LESS THAN 50% OF THE VALUE OF ALL THE ASSETS OWNED BY SUCH
FLOW-THROUGH ENTITY AND NO SPECIAL ALLOCATION OF INCOME, GAIN, LOSS, DEDUCTION
OR CREDIT FROM SUCH CLASS B CERTIFICATES WILL BE MADE AMONG THE BENEFICIAL
OWNERS OF SUCH FLOW-THROUGH ENTITY. NOTWITHSTANDING THE FOREGOING RESTRICTIONS,
THE 1997-A SECURITIZATION TRUSTEE SHALL PERMIT A TRANSFER OF CLASS B
CERTIFICATES TO A BENEFIT PLAN IF, IN THE SOLE DETERMINATION OF THE 1997-A
SECURITIZATION TRUSTEE, AFTER GIVING EFFECT TO THE PROPOSED TRANSFER TO SUCH
BENEFIT PLAN, BENEFIT PLANS WILL NOT OWN 25% OR MORE OF THE CLASS B CERTIFICATES
(BY CLASS CERTIFICATE BALANCE).

IN ADDITION, NO RESALE OR OTHER TRANSFER OF THIS CLASS B CERTIFICATE OR ANY
INTEREST THEREIN SHALL BE PERMITTED UNLESS

B-2

IMMEDIATELY AFTER GIVING EFFECT TO SUCH RESALE OR OTHER TRANSFER, THERE WOULD BE
FEWER THAN 100 CLASS B CERTIFICATEHOLDERS.

THIS CLASS B CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO BELOW.

TOYOTA AUTO LEASE TRUST 1997-A

6.75% AUTO LEASE ASSET BACKED CERTIFICATE, CLASS B

evidencing a percentage interest in the distributions allocable to the
Investor Certificates, as defined below, evidence an undivided
interest in the 1997-A Securitization Trust, as defined below, the
property of which includes, among other things, a special unit of
beneficial interest (the "1997-A SUBI") in Toyota Lease Trust, a
Delaware business trust (the "Titling Trust"), which 1997-A SUBI
represents a beneficial interest in a pool of retail lease contracts
for new and used automobiles and light duty trucks (and the related
automobiles and light-duty trucks) entered into by various automobile
and light duty truck dealers pursuant to contractual arrangements with
Toyota Lease Trust, and which special unit of beneficial interest was
originally issued to Toyota Leasing Inc. and then to the 1997-A
Securitization Trust.

(This Certificate does not represent an obligation of, or an interest
in, Toyota Leasing, Inc., Toyota Motor Credit Corporation, the Titling
Trustee or the 1997-A Securitization Trustee or any of their
respective affiliates.)

Aggregate Denominations
of all Class B Certificates: CUSIP #892317 AD 0
$73,850,000

Number B-__ Denomination: $__________

THIS CERTIFIES THAT _______________ is the registered owner of a
________________________________________________ DOLLAR ($__________ )
nonassessable, fully-paid, fractional undivided interest in the Toyota Auto
Lease Trust 1997-A (the "1997-A Securitization Trust") formed by Toyota Leasing,
Inc., a California corporation, as Transferor (the "Transferor"). The 1997-A
Securitization Trust was created pursuant to a 1997-A Securitization Trust
Agreement dated as of September 1, 1997 (the "Agreement"), between the
Transferor and U.S. Bank National

B-3

Association, a national banking association, as trustee (the "1997-A
Securitization Trustee"). A summary of certain of the pertinent provisions of
the Agreement is set forth below. To the extent not otherwise defined herein,
the capitalized terms used herein have the meanings assigned to them in the
Agreement.

This Certificate is one of the duly authorized Certificates issued under
the Agreement and designated as "Toyota Auto Lease Trust 1997-A 6.75% Auto Lease
Asset Backed Certificates, Class B" (the "Class B Certificates"). Also issued
under the Agreement are Certificates designated as "Toyota Auto Lease Trust
1997-A 6.20% Auto Lease Asset Backed Certificates, Class A-1" (the "Class A-1
Certificates"), Certificates designated as "Toyota Auto Lease Trust 1997-A 6.35%
Auto Lease Asset Backed Certificates, Class A-2" (the "Class A-2 Certificates"),
Certificates designated as "Toyota Auto Lease Trust 1997-A 6.45% Auto Lease
Asset Backed Certificates, Class A-3" (the "Class A-3 Certificates" and,
together with the Class A-1 Certificates and the Class A-2 Certificates, the
"Class A Certificates" and, together with the Class B Certificates, the
"Investor Certificates") and a Certificate designated as the "Toyota Auto Lease
Trust 1997-A Auto Lease Asset Backed Transferor Certificate" (the "Transferor
Certificate" and, together with the Investor Certificates, the "Certificates").
The Class B Certificates are subordinated to the Class A Certificates, and the
Transferor Certificate is subordinated to the Investor Certificates, to the
extent described in the Agreement. This Class B Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Class B Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

The property of the 1997-A Securitization Trust includes, among other
things, the 1997-A SUBI (exclusive of monies and payments due or payable under
any Residual Value Policy and the right to receive such amounts), which 1997-A
SUBI represents a beneficial interest in a pool of retail automobile and light
duty truck lease contracts ("Contracts") and the new and used automobiles and
light duty trucks leased thereby ("Leased Vehicles") (such pool of Contracts and
Leased Vehicles, the "1997-A SUBI Portfolio") entered into by various automobile
and light duty truck dealers pursuant to contractual arrangements with the
Titling Trust. Toyota Motor Credit Corporation acts as servicer (in that
capacity, the "Servicer") of the 1997-A SUBI Portfolio.

B-4

calendar month (each a "Record Date"), such Class B Certificateholder's
Percentage Interest in the amount distributed on the Class B Certificates
pursuant to the terms of the Agreement, all to the extent and as more
specifically set forth in the Agreement. To the extent provided in the
Agreement, no principal payments shall be made in respect of the Class A-2
Certificates until the Class A-1 Certificates have been paid in full, no
principal payments shall be made in respect of the Class A-3 Certificates until
the Class A-2 Certificates have been paid in full and no principal payments
shall be made in respect of the Class B Certificates until the Class A-3
Certificates have been paid in full. Except as provided otherwise in the 1997-A
Securitization Trust Agreement, the principal of this Class B Certificate shall
be distributable on the Class B Targeted Maturity Date, which shall be September
25, 2001. The Stated Maturity Date of this Class B Certificate is April 26,
2004.

Distributions on this Class B Certificate will be made by the 1997-A
Securitization Trustee by check mailed to the Class B Certificateholder of
record in the Certificate Register without the presentation or surrender of this
Class B Certificate or the making of any notation hereon or, at the option of a
Holder who owns Class B Certificates having an aggregate initial denomination of
$250,000 or more, upon written instructions received by the 1997-A
Securitization Trustee not later than fifteen days prior to the related Record
Date, by wire transfer of immediately available funds to an account maintained
by such Holder at a depository institution in the United States having
appropriate facilities therefor. Except as otherwise provided in the Agreement
and notwithstanding the foregoing, the final distribution on this Class B
Certificate will be made after due notice by the 1997-A Securitization Trustee
of the pendency of such distribution and only upon presentation and surrender of
this Class B Certificate at the Corporate Trust Office of the 1997-A
Securitization Trustee.

It is the intention of the Transferor and the Holders of Investor
Certificates that the Investor Certificates will be indebtedness for federal,
state and local income and franchise tax purposes and for purposes of any other
tax imposed on or measured by income. The Transferor, the 1997-A Securitization
Trustee and the Holder of this Certificate by acceptance of this Certificate
agree to treat the Investor Certificates, for purposes of federal, state and
local income or franchise taxes and any other tax imposed on or measured by
income, as indebtedness and to report the transactions contemplated by the
Agreement on all applicable tax returns in a manner consistent with such
treatment.

By accepting this Certificate, the Holder hereof waives any claim to any
proceeds or assets of the Titling Trustee and to all assets of the Titling Trust
other than those from time to time included in the 1997-A SUBI Assets and those
proceeds or assets

B-5

derived from or earned by such 1997-A SUBI Assets (excluding the rights of the
Residual Value Insurance Policy).

In the event that, notwithstanding the statement of intentions and
undertakings set forth in Section 4.12(a) of the Agreement and herein, it is
finally determined that the Class B Certificates do not evidence indebtedness of
the Transferor for all income and franchise tax purposes, but rather represent
an equity interest in the assets of the 1997-A Securitization Trust, then the
Holder hereof agrees (i) to treat such Certificates, together with the
Transferor Certificate, as representing an interest in a partnership for all tax
purposes, (ii) to treat all payments in respect of such Certificates (to the
extent not a return of capital) as a "guaranteed payment" thereon made pursuant
to Section 707(c) of the Code, and (iii) to allocate all other items of income,
gain, deduction, loss or credit with respect to the assets and operations of the
1997-A Securitization Trust to the Transferor.

B-6

As provided in the Agreement and subject to certain limitations set forth
therein, the transfer of this Certificate is registrable in the Certificate
Registrar upon surrender of this Certificate for registration of transfer at the
Corporate Trust Office of the 1997-A Securitization Trustee in its capacity as
Certificate Registrar, or at the office of the agent of the 1997-A
Securitization Trustee in its capacity as Certificate Registrar, who shall
initially be First Trust of New York, National Association, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at the appropriate office of any
successor Certificate Registrar, accompanied by a written instrument of transfer
in form satisfactory to the 1997-A Securitization Trustee and the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Class B Certificates of
authorized denominations and of a like aggregate fractional undivided interest
will be issued to the designated transferee.

The Class B Certificates are issuable only as registered Certificates
without coupons in denominations of $250,000 and integral multiples of $1,000 in
excess thereof, (except for one Class B Certificate in a smaller minimum
denomination representing any remaining portion of the Initial Class B
Certificate Balance). As provided in the Agreement, and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class, of authorized denominations of a like aggregate
principal amount, as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
1997-A Securitization Trustee may require payment of a sum sufficient to cover
any tax or governmental charges payable in connection therewith.

Prior to due presentation of this Certificate for registration of transfer,
the 1997-A Securitization Trustee, the Certificate Registrar and any of their
respective agents may treat the Person in whose name this Class B Certificate is
registered as the owner hereof for the purpose of receiving distributions and
for all other purposes, and neither the 1997-A Securitization Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.

B-7

HOWEVER, such right of purchase is exercisable only on the Monthly Allocation
Date on or after the Class A-3 Targeted Maturity Date, if either before or after
giving effect to any payments of principal required to be made on such Monthly
Allocation Date, the Certificate Balance shall be less than or equal to
$123,123,151.92 (ten percent (10%) of the Aggregate Net Investment Value as of
the Cutoff Date).

By accepting this Certificate, the Holder hereof covenants and agrees that
prior to the date which is one year and one day after the last date upon which
(a) each Class of Investor Certificates has been paid in full, and (b) all
obligations due under any other Securitized Financing have been paid in full,
the Holder will not institute against, or join any other Person in instituting
against the Transferor, Toyota Motor Credit Corporation, the 1997-A
Securitization Trust, the Titling Trustee or the Titling Trust any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding or other
proceedings under any federal or state bankruptcy or similar law. The foregoing
shall not limit the Holder's right to file any claim in or otherwise take
actions with respect to any such proceeding instituted by any Person not under
such a constraint. This non-petition covenant shall survive the termination of
the Agreement.

Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the 1997-A Securitization Trustee, by manual signature,
this Class B Certificate shall not entitle the Holder hereof to any benefit
under the Agreement or be valid for any purpose.

B-8

IN WITNESS WHEREOF, the 1997-A Securitization Trustee on behalf of the
1997-A Securitization Trust and not in its individual capacity has caused this
Class B Certificate to be duly executed.

Dated: September 24, 1997

TOYOTA AUTO LEASE TRUST 1997-A

By: U.S. BANK NATIONAL ASSOCIATION,
AS 1997-A SECURITIZATION TRUSTEE

By:
--------------------------------
Authorized Officer

B-9

Certificate of Authentication

This is one of the Class B Certificates referred
to in the within-mentioned Agreement.

U.S. BANK NATIONAL ASSOCIATION, as
1997-A Securitization Trustee

By:
--------------------------------

B-10

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, of
assignee)

--------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

Dated:

*
-----------------------------
Signature Guaranteed:

*
-----------------------------

B-11

EXHIBIT C

THIS CERTIFICATE IS NOT TRANSFERABLE.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED.

TOYOTA AUTO LEASE TRUST 1997-A

AUTO LEASE ASSET BACKED TRANSFEROR CERTIFICATE

evidencing the entire interest in the distributions allocable to the
Transferor Certificate evidencing an undivided interest in the 1997-A
Securitization Trust, as defined below, the property of which
includes, among other things, a special unit of beneficial interest
(the "1997-A SUBI") in Toyota Lease Trust, a Delaware business trust,
which 1997-A SUBI represents a beneficial interest in a pool of retail
lease contracts for new and used automobiles and light duty trucks
(and the related automobiles and light-duty trucks) entered into by
various automobile and light duty truck dealers pursuant to
contractual arrangements with Toyota Lease Trust, and which 1997-A
SUBI was originally issued to Toyota Leasing, Inc., and then to the
1997-A Securitization Trust.

(This Certificate does not represent an obligation of, or an interest
in, Toyota Leasing, Inc., Toyota Motor Credit Corporation, the Titling
Trustee, the 1997-A Securitization Trustee, or any of their respective
affiliates.)

THIS CERTIFIES THAT TOYOTA LEASING, INC. (the "Transferor") is the
registered owner of the entire interest not allocated to the Investor
Certificates in the Toyota Auto Lease Trust 1997-A (the "1997-A Securitization
Trust") formed by the Transferor. The 1997-A Securitization Trust was created
pursuant to a 1997-A Securitization Trust Agreement dated as of September 1,
1997 (the "Agreement"), between the Transferor and U.S. Bank National
Association, a national banking association, as trustee (the "1997-A
Securitization Trustee"). A summary of certain of the pertinent provisions of
the Agreement is set forth below. To the extent not otherwise defined herein
the capitalized terms used herein have the meanings assigned to them in the
Agreement.

This Certificate is the duly authorized Transferor Certificate issued under
the Agreement and designated as the "Toyota Auto Lease

C-1

Trust 1997-A Auto Lease Asset Backed Transferor Certificate" (the "Transferor
Certificate"). Also issued under the Agreement are Certificates designated as
"Toyota Auto Lease Trust 1997-A 6.20% Auto Lease Asset Backed Certificates,
Class A-1" (the "Class A-1 Certificates"), Certificates designated as "Toyota
Auto Lease Trust 1997-A 6.35% Auto Contract Asset Backed Certificates, Class
A-2" (the "Class A-2 Certificates"), Certificates designated as "Toyota Auto
Lease Trust 1997-A 6.45% Auto Lease Asset Backed Certificates, Class A-3" (the
"Class A-3 Certificates" and, together with the Class A-1 Certificates and the
Class A-2 Certificates, the "Class A Certificates") and Certificates designated
as "Toyota Auto Lease Trust 1997-A 6.75% Auto Lease Asset Backed Certificates,
Class B" (the "Class B Certificates" and, together with the Class A
Certificates, the "Investor Certificates" and, together with the Transferor
Certificate, the "Certificates"). This Transferor Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Transferor Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

The property of the 1997-A Securitization Trust includes, among other
things, the 1997-A SUBI, which 1997-A SUBI represents a beneficial interest in a
pool of retail automobile and light duty truck lease contracts ("Contracts") and
the new and used automobiles and light duty trucks leased thereby ("Leased
Vehicles") (such pool of Contracts and Leased Vehicles, the "1997-A SUBI
Portfolio") entered into by various automobile and light duty truck dealers
pursuant to contractual arrangements with the Titling Trust. Toyota Motor
Credit Corporation acts as servicer (in that capacity, the "Servicer") of the
1997-A SUBI Portfolio. During the Revolving Period, Principal Collections
allocable to the 1997-A SUBI generally will be applied towards the allocation to
the 1997-A SUBI Portfolio of additional qualifying Contracts and Leased Vehicles
from among all other unallocated Contracts and Leased Vehicles owned by the
Titling Trust.

Payments in respect of the 1997-A SUBI will be allocated between the
Investor Certificates and this Transferor Certificate and paid to the registered
Holder of this Transferor Certificate as provided in the Agreement.

It is the intention of the Transferor, as the Holder of this Certificate,
and the Holders of Investor Certificates that the Investor Certificates will be
indebtedness for federal, state and local income and franchise tax purposes and
for purposes of any other tax imposed on or measured by income. The 1997-A
Securitization Trustee and Transferor, as the Holder of this Certificate, by
acceptance of this Certificate, agree to treat the Investor Certificates, for
purposes of federal, state and local income or franchise taxes and any other tax
imposed on or measured by income, as indebtedness and to report the transactions

C-2

contemplated by the Agreement on all applicable tax returns in a manner
consistent with such treatment.

In the event that, notwithstanding the statement of intentions and
undertakings set forth in Section 4.12(a) of the Agreement and herein, it is
finally determined that the Investor Certificates do not evidence indebtedness
of the Transferor for all income and franchise tax purposes, but rather
represent an equity interest in the assets of the 1997-A Securitization Trust,
then the Transferor, as Holder hereof, agrees (i) to treat the Investor
Certificates, together with this Certificate, as representing an interest in a
partnership for all tax purposes, (ii) to treat all payments in respect of such
Certificates (to the extent not a return of capital) as a "guaranteed payment"
thereon made pursuant to Section 707(c) of the Code, and (iii) to allocate all
other items of income, gain, deduction, loss or credit with respect to the
assets and operations of the 1997-A Securitization Trust to the Transferor.

The Certificates do not represent an obligation of, or an interest in, the
Transferor, the Servicer, the Titling Trust, the Titling Trustee, the 1997-A
Securitization Trustee or any of their respective affiliates. The Certificates
are limited in right of payment to certain collections and recoveries respecting
the 1997-A SUBI and 1997-A SUBI Certificate and certain monies on deposit in the
Reserve Fund and in certain other accounts established for the benefit of the
Certificateholders, in each case to the extent and as more specifically set
forth in the Agreement. A copy of the Agreement may be examined during normal
business hours at the Corporate Trust Office of the 1997-A Securitization
Trustee, and at such other places, if any, designated by the 1997-A
Securitization Trustee, by any Certificateholder upon request.

As provided in the Agreement, this Certificate shall be owned by the
Transferor and may not be transferred.

C-3

As provided in the Agreement and subject to certain limitations therein set
forth, Certificates are exchangeable for new Certificates of the same Class, of
authorized denominations of a like aggregate principal amount, as requested by
the Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange, but the 1997-A Securitization Trustee may
require payment of a sum sufficient to cover any tax or governmental charges
payable in connection therewith.

The obligations and responsibilities created by the Agreement and the
1997-A Securitization Trust created thereby shall terminate upon the payment to
Investor Certificateholders of all amounts required to be paid to them pursuant
to the Agreement and the disposition of all property held as part of the 1997-A
Securitization Trust. The Transferor may at its option purchase the corpus of
the 1997-A Securitization Trust at a price specified in the Agreement, and such
purchase of the 1997-A SUBI and 1997-A SUBI Certificate and other property of
the 1997-A Securitization Trust will effect early retirement of the
Certificates; PROVIDED, HOWEVER, such right of purchase is exercisable only on
the Monthly Allocation Date on or after the Class A-3 Targeted Maturity Date, if
either before or after giving effect to any payment required to be made on such
Monthly Allocation Date, the Certificate Balance shall be less than or equal to
$123,123,151.92 (ten percent (10%) of the Aggregate Net Investment Value as of
the Cutoff Date).

Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the 1997-A Securitization Trustee, by manual signature,
this Transferor Certificate shall not entitle the Holder hereof to any benefit
under the Agreement or be valid for any purpose.

C-4

IN WITNESS WHEREOF, the 1997-A Securitization Trustee on behalf of the
1997-A Securitization Trust and not in its individual capacity has caused this
Transferor Certificate to be duly executed.

Dated: September 24, 1997

TOYOTA AUTO LEASE TRUST 1997-A

By: U.S. BANK NATIONAL ASSOCIATION,
AS 1997-A SECURITIZATION TRUSTEE

By:
--------------------------------
Authorized Officer

ATTEST

-------------------------

C-5

Certificate of Authentication

This is the Transferor Certificate referred
to in the within-mentioned Agreement.

U.S. BANK NATIONAL ASSOCIATION, as
1997-A Securitization Trustee

By:
--------------------------------

C-6

EXHIBIT D

FORM OF RULE 144A TRANSFEREE CERTIFICATE

Toyota Motor Credit Corporation
Toyota Leasing, Inc.,
c/o Toyota Motor Credit Corporation
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

U.S. Bank National Association
One Illinois Center
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Re: Toyota Auto Lease Trust 1997-A; ____% Auto
Lease Asset Backed Certificates, Class B
----------------------------------------

Ladies and Gentlemen:

__________________ (the "Purchaser") is today purchasing in a private
resale from ______________ (the "Seller") $______ aggregate principal amount of
Auto Lease Asset-Backed Certificates, Class B (the "Certificates"), issued
pursuant to a securitization trust agreement, dated as of September 1, 1997 (the
"Agreement") between Toyota Leasing, Inc. ("TLI") and U.S. Bank National
Association (the "U.S. Bank"), as trustee (the "Trustee"). The Certificates are
securities issued by and evidencing interests in the assets of Toyota Auto Lease
Trust 1997-A (the "Trust").

In connection with the purchase of the Certificates, the Purchaser hereby
represents and warrants to each of you as follows:

1. The Purchaser understands that the Certificates have not been
registered under the Securities Act of 1933, as amended (the "Securities Act")
or the securities law of any state or foreign jurisdiction.

2. The Purchaser is acquiring the Certificates for its own account only
for investment and not for any other person, and not with a view to, or for
resale in connection with, a distribution that would constitute a violation of
the Securities Act or any state or foreign securities laws (subject to the
understanding that disposition of the Purchaser's property will at all times be
and remain within its control). The Purchaser is not an affiliate of TLI, the
Trustee or any of their respective affiliates.

3. The Purchaser agrees that the Certificates must be held indefinitely
by it unless (i) the Certificates are subsequently registered under the
Securities Act or (ii) an exemption from the registration requirements of the
Securities Act is available.

D-1

4. The Purchaser agrees that if at some time it wishes to dispose of or
exchange any of the Certificates, it will not transfer or exchange any of the
Certificates unless such transfer or exchange is in accordance with the
provisions of Section 4.03 of the Agreement.

5. The Purchaser is a qualified institutional buyer as defined in Rule
144A of the Securities Act and has completed one of the forms of certification
to that effect attached as Annexes hereto, it is aware that the sale to it is
being made in reliance on Rule 144A, it is acquiring the Certificates for its
own account or for the account of a qualified institutional buyer and it
understands that such Certificates may be resold, pledged or transferred by the
Purchaser only (i) to a person who the Purchaser reasonably believes is a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A or (ii)
pursuant to another exemption from registration under the Securities Act and
applicable state and foreign securities laws.

6. Neither the Purchaser nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of any Certificate, any
interest in any Certificate or any other similar security of the Transferor to,
or solicited any offer to buy or accept a transfer, pledge or other disposition
of any Certificate, any interest in any Certificate or any other similar
security of TLI or the Trust with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, which would constitute a distribution of the Certificates
under the Securities Act or which would render the disposition of any
Certificate a violation of Section 5 of the Securities Act or any state
securities law, require registration or qualification pursuant thereto, or
require registration of the Trust or TLI as an "investment company" under the
Investment Company Act of 1940, as amended, nor will it act, nor has it
authorized or will it authorize any person to act in such manner with respect to
the Certificates.

7. The Purchaser understands that there is no market, nor is there any
assurance that a market will develop, for the Certificates and that TLI and the
Trust have no obligation to make or facilitate any such market (or to otherwise
repurchase the Certificates from the Purchaser) under any circumstances.

8. The Purchaser has consulted with its own legal counsel, independent
accountants and financial advisors to the extent it deems necessary regarding
the tax consequences to it of ownership of the Certificates, is aware that its
taxable income with respect to the Certificates in any accounting period may not
correspond to the cash flow (if any) from the Certificates for such period, and

D-2

is not purchasing the Certificates in reliance on any representations of TLI or
its counsel with respect to tax matters.

9. The Purchaser has reviewed the Private Placement Memorandum with
respect to the Certificates dated September 23, 1997, including the Prospectus
attached thereto as Exhibit A (the "Private Placement Memorandum"), and the
agreements and other materials referred to therein, and has had the opportunity
to ask questions and receive answers concerning the terms and conditions of the
transaction contemplated by the Private Placement Memorandum and to obtain
additional information necessary to verify the accuracy and completeness of any
information furnished to the Purchaser or to which the Purchaser had access.

10. The Purchaser understands that the Certificates will bear legends
substantially as set forth in the form of Certificate included as Exhibit B to
the Agreement.

11. The Purchaser hereby further agrees to be bound by all the terms and
conditions of the Certificates as provided in the Agreement.

12. The Purchaser selects one of the following:

___________ (a) the Purchaser is not an employee benefit plan, trust
or account subject to Title I of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or subject to Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code"), or a governmental plan defined in Section
3(32) of ERISA subject to any federal state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code ("Similar Law")
(each, a "Benefit Plan") and is not an entity, including an insurance company
separate account or an insurance company general account if the assets in any
such accounts constitute "Plan Assets" for purposes of regulation Section
2510.3-101 of ERISA, whose underlying assets include Benefit Plan assets by
reason of a Benefit Plan's investment in the entity; or

_____________ (b) the Purchaser is delivering herewith an Opinion of
Counsel addressed to the Trustee, the Seller and the Servicer to the effect that
the purchase or holding of such Certificate will not constitute or result in the
assets of the trust being deemed to be "Plan Assets" subject to the fiduciary
responsibility provisions of ERISA or prohibited transactions provisions of
Section 4975 of the Code or Similar Law, will not constitute or result in a
prohibited transaction within the meaning of Section 406 or Section 407 of ERISA
or Section 4975 of the Code or Similar Law, and will not subject the Trustee,
the Seller or the Servicer to any obligation or liability (including obligations
or liabilities under ERISA, Section 4975 of the Code or Similar Law) in addition
to those undertaken in the Agreement.

D-3

The foregoing representation and opinion need not be given for subsequent
transfers if the Trustee determines in its sole discretion that, after giving
effect to the proposed transfer, Benefit Plans will not own 25% or more of the
Class B Certificates (by Class Certificate Balance).

13. If the Purchaser is a partnership, grantor trust or S corporation for
federal income tax purposes (a "Flow-Through Entity"), any Certificates owned by
such Flow-Through Entity will represent less than 50% of the value of all the
assets owned by such Flow-Through Entity and no special allocation of income,
gain, loss, deduction or credit from such Certificates will be made among the
beneficial owners of such Flow-Through Entity.

14. If the Purchaser sells any of the Certificates, the Purchaser will
obtain from any subsequent purchaser of the Certificates the same
representations contained in this Representation Letter.

Capitalized terms used herein that are not otherwise defined shall have the
meanings ascribed thereto in the Agreement or the Private Placement Memorandum,
as the case may be.

D-4

The representations and warranties contained herein shall be binding upon
the heirs, executors, administrators and other successors of the undersigned.
If there is more than one signatory hereto, the obligations, representations,
warranties and agreements of the undersigned are made jointly and severally.

Executed at _________________, this ____ day of ____________ 199_

------------------------------
Purchaser's Name (Print)

By
----------------------------
Signature

Its
---------------------------

------------------------------
Address of Purchaser

------------------------------
Purchaser's Taxpayer
Identification Number

D-5

APPENDIX 1 TO EXHIBIT D

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
(Buyers other than Registered Investment Companies)

Re: Toyota Auto Lease Trust 1997-A; ____% Auto
Lease Asset Backed Certificates, Class B
------------------------------------------

Name of Buyer: _______________ ("Buyer")

Ladies and Gentlemen:

I hereby certify that, as indicated below, I am the President, Chief
Executive/Financial Officer, Senior Vice President or other executive officer of
the Buyer.

In connection with purchases by Buyer from time to time, I hereby certify
to you and, if you act as broker for one or more customers, to such customers,
that Buyer is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A") because (i) the
Buyer owned and/or invested on a discretionary basis $_______(1) in securities
(except for the excluded securities referred to below) as of the end of Buyer's
most recent fiscal year (such amount being calculated in accordance with Rule
144A) and (ii) Buyer satisfies the criteria in the category marked below.

___ CORPORATION, ETC. Buyer is a corporation (other than a bank,
savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or
charitable organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended.

--------------------

(1) Buyer must own and/or invest on a discretionary basis at least $100,000,000
in securities unless Buyer is a dealer, and, in that case, Buyer must own
and/or invest on a discretionary basis at least $10,000,000 in securities.

D-6

___ BANK. Buyer (a) is a national bank or banking institution
organized under the laws of any State, territory or the District
of Columbia, the business of which is substantially confined to
banking and is supervised by the State or territorial banking
commission or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements.

___ SAVINGS AND LOAN. Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and
examined by a State or Federal authority having supervision over
any such institutions or is a foreign savings and loan
association or equivalent institution and (b) has an audited net
worth of at least $25,000,000 as demonstrated in its latest
annual financial statements.

___ BROKER-DEALER. Buyer is a dealer registered pursuant to Section
15 of the Securities Exchange Act of 1934, as amended (the "1934
Act").

___ INSURANCE COMPANY. Buyer is an insurance company whose primary
and predominant business activity is the writing of insurance or
the reinsuring of risks underwritten by insurance companies and
which is subject to supervision by the insurance commissioner or
a similar official or agency of a State, territory or the
District of Columbia

___ STATE OR LOCAL PLAN. Buyer is a plan established and maintained
by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for
the benefit of its employees.

___ ERISA PLAN. Buyer is an employee benefit plan within the meaning
of Title I of the Employee Retirement Income Security Act of
1974.

___ INVESTMENT ADVISOR. Buyer is an investment advisor registered
under the Investment Advisors Act of 1940.

The term "SECURITIES" as used herein does not include (i) securities of
issuers that are affiliated with Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Purchaser, if Buyer is a dealer,
(iii) bank deposit notes

D-7

and certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase agreement and
(vii) currency, interest rate and commodity swaps.

For purposes of determining the aggregate of securities owned and/or
invested on a discretionary basis by Buyer, Buyer used the cost of such
securities to Buyer and did not include any of the securities referred to in the
preceding paragraph.

Further, in determining such aggregate amount, Buyer may have included
securities owned by subsidiaries of Buyer, but only if such subsidiaries are
consolidated with Buyer in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of such
subsidiaries are managed under Buyer's direction. However, such securities were
not included if Buyer is a majority owned, consolidated subsidiary of another
enterprise and Buyer is not itself a reporting company under the 1934 Act.

Buyer acknowledges that it is familiar with Rule 144A and understands that
you and your customers (if you act as a broker for one or more customers) are
and will continue to rely on the statements made herein because one or more
sales by you for your own account or your customer's account to Buyer may be in
reliance on Rule 144A.

Will Buyer be purchasing Rule 144A securities only for Buyer's own
account?

--- ---
Yes No

If the answer to this question is "no", Buyer agrees that, in connection
with any purchase of securities sold to Buyer for the account of a third party
(including any separate account) in reliance on Rule 144A, Buyer will only
repurchase for the account of a third party that at the time is a "qualified
institutional buyer" within the meaning of Rule 144A. In addition, Buyer agrees
that Buyer will not purchase securities for a third party unless Buyer has
obtained a current representation letter from such third party or taken other
appropriate steps contemplated by Rule 144A to conclude that such third party
independently meets the definition of "qualified institutional buyer" set forth
in Rule 144A.

Buyer agrees to notify you of any changes in the information and
conclusions herein. Until such notice is given, Buyer's purchase of securities
from you, or through you from your customers, will constitute a reaffirmation of
the foregoing

D-8

certifications and acknowledgements as of the date of such purchase.

Very truly yours,

Date:
--------------
------------------------------
Name of Buyer
Print

By:
---------------------------
Name:
Title:

▇-▇

▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇ ▇

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

(Buyers that are Registered Investment Companies)

Toyota Motor Credit Corporation U.S. Bank National Association
Toyota Leasing, Inc. One Illinois Center
c/o Toyota Motor Credit Corporation ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Re: Toyota Auto Lease Trust 1997-A;
Auto Lease Asset-Backed Certificates, Class B

Name of Buyer: _____________________ ("Buyer")

Name of Investment Adviser: __________________ ("Adviser")

I hereby certify that, as indicated below, I am the President, Chief
Executive/Financial Officer or Senior Vice President of Buyer or, if Buyer is a
"qualified institutional buyer" as defined in Rule 144A ("Rule 144A") under the
Securities Act of 1933, as amended, because Buyer is part of a Family of
Investment Companies (as defined below), of Adviser.

In connection with purchases by Buyer, from time to time, I hereby certify
to you and, if you act as broker for one or more customers, to such customers,
that Buyer is a "qualified institutional buyer" as defined in Rule 144A because
(i) Buyer is an investment company registered under the Investment Company Act
of 1940, as amended and (ii) as marked below, Buyer alone, or Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of Buyer's most recent
fiscal year. (2)

___ Buyer owned $___________ in securities (other than the excluded
securities referred to below) as of the end of Buyer's most
recent fiscal year (such amount being calculated in accordance
with Rule 144A).

___ Buyer is part of a Family of Investment Companies which owned in
the aggregate $__________ in

-------------------

(2) Buyer must own and/or invest on a discretionary basis at least $100,000,000
in securities unless Buyer is a dealer, and, in that case, Buyer must own
and/or invest on a discretionary basis at least $10,000,000 in securities.

D-10

securities (other than the excluded securities referred to below)
as of the end of Buyer's most recent fiscal year (such amount
being calculated in accordance with Rule 144A).

For purposes of determining the amount of securities owned by Buyer or
Buyer's Family of Investment Companies, I used the cost of such securities and
did not include any of the securities referred to below in the second succeeding
paragraph.

The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two or more
registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

The term "SECURITIES" as used herein does not include (i) securities of
issuers that are affiliated with Buyer or are part of Buyer's Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.

On behalf of Buyer, I acknowledge that Buyer is familiar with Rule 144A and
understands that the parties listed in the Rule 144A Representation Letter to
which this certification relates are relying and will continue to rely on the
statements made herein because one or more sales to Buyer by you for your
account or your customer's account will be made in reliance on Rule 144A. In
addition, on behalf of Buyer, I agree that, in connection with any purchase of
securities sold by or through you in reliance on Rule 144A, Buyer will only
purchase for Buyer's own account.

D-11

Finally, on behalf of Buyer or Adviser (as appropriate), I agree to notify
you of any changes in the information and conclusions herein. Until such notice
is given, Buyer's purchase from time to time of securities from you, or, through
you from your customers, will constitute a reaffirmation of foregoing
certificates and acknowledgement by me as of the date of such purchase.

Date:
---------------
Very truly yours,

------------------------------
Name:
Title:

By:
---------------------------
Name:
Title:

On behalf of

------------------------------
Name of Buyer:

------------------------------
Name of Adviser:

D-12

EXHIBIT E

FORM OF NON-RULE 144A REPRESENTATION LETTER

Toyota Motor Credit Corporation
Toyota Leasing, Inc.
c/o Toyota Motor Credit Corporation
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

U.S. Bank National Association
One Illinois Center
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
World Financial Center
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Re: Toyota Auto Lease Trust 1997-A
6.75% Automobile Lease Asset Backed Certificates, Class B

Ladies and Gentlemen:

The undersigned purchaser (the "Purchaser") understands that the purchase
of the above-referenced certificates (the "Certificates") may be made by
institutions which are "Accredited Investors" under Rule 501(a)(1), (2), (3) or
(7) under the Securities Act of 1933, as amended (the "Securities Act"). The
undersigned represents on behalf of the Purchaser that the Purchaser is an
"Accredited Investor" within the meaning of such definition. The Purchaser is
urged to review carefully the responses, representations and warranties it is
making herein.

REPRESENTATIONS AND WARRANTIES

The Purchaser makes the following representations and warranties in order
to permit U.S. Bank National Association, as trustee (the "Trustee") of the
Toyota Auto Lease Trust 1997-A (the "Trust"), Toyota Leasing, Inc. (the
"Transferor") and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated to
determine its suitability as a purchaser of Certificates and to determine that
the private transfer exemption from registration relied upon by the Transferor
under the Securities Act is available to it.

1. The Purchaser understands that the Certificates have not been, and
throughout their term will not be, registered or qualified under the Securities
Act or the securities laws of any

E-1

state and may be resold (which resale is not currently contemplated) only if
registered pursuant to the provisions of the Securities Act or if an exemption
from registration under the Securities Act and other applicable state securities
laws is available, that neither the Transferor nor the Trustee is required to
register the Certificates under the Securities Act or any applicable state
securities laws and that any transfer must comply with Section 4.03 of the
Securitization Trust Agreement dated as of September 1, 1997 (the "Agreement"),
between the Transferor and the Trustee.

2. The Purchaser will comply with all applicable federal and state
securities laws in connection with any subsequent resale of the Certificates.

3. The Purchaser is an "accredited investor" within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act and a sophisticated
institutional investor and has knowledge and experience in financial and
business matters (and, in particular, in such matters related to securities
similar to the Certificates) and is capable of evaluating the merits and risk of
its investment in the Certificates and is able to bear the economic risks of
such investment. The Purchaser has been given such information concerning the
Certificates, Toyota Motor Credit Corporation and the Transferor as it has
requested.

4. The Purchaser is acquiring the Certificates as principal for its own
account for the purpose of investment and not with a view to or for sale in
connection with any distribution thereof, subject nevertheless to any
requirement of law that the disposition of the Purchaser's property shall at all
times be and remain within its control.

5. Neither the Purchaser nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of any Certificate, any
interest in any Certificate or any other similar security of the Transferor to,
or solicited any offer to buy or accept a transfer, pledge or other disposition
of any Certificate, any interest in any Certificate or any other similar
security of the Transferor with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, which would constitute a distribution of the Certificates
under the Securities Act or which would render the disposition of any
Certificate a violation of Section 5 of the Securities Act or any state
securities law, require registration or qualification pursuant thereto, or
require registration of the Trust under the Investment Company Act of 1940, as
amended, nor will it act, nor has it authorized or will it authorize any person
to act in such manner with respect to the Certificates.

E-2

6. The Purchaser has reviewed the Private Placement Memorandum with
respect to the Certificates dated September 11, 1997, including the Prospectus
attached thereto as Exhibit A (the "Private Placement Memorandum") and has had
the opportunity to ask questions and receive answers concerning the terms and
conditions of the transactions contemplated by the Private Placement Memorandum
and to obtain additional information necessary to verify the accuracy and
completeness of any information furnished to the Purchaser or to which the
Purchaser had access.

7. Either (a) Purchaser is not an employee benefit plan, trust or account
subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or subject to Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"), or a governmental plan defined in section 3(32)
of ERISA subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code ("Similar Law")
(each, a "Benefit Plan") and is not an entity, including an insurance company
separate account or an insurance company general account if the assets in any
such accounts constitute "plan assets" for purposes of regulation section
2510.3-101 of ERISA, whose underlying assets include Benefit Plan assets by
reason of a Benefit Plan s investment in the entity; or (b) Purchaser is
delivering herewith an opinion of counsel addressed to the Trustee, the
Transferor and the Servicer to the effect that the purchase or holding of such
Certificate will not constitute or result in the assets of the trust being
deemed to be "plan assets" subject to the fiduciary responsibility provisions of
ERISA or prohibited transactions provisions of Section 4975 of the Code or
Similar Law, will not constitute or result in a prohibited transaction within
the meaning of Section 406 or Section 407 of ERISA or Section 4975 of the Code
or Similar Law, and will not subject the Trustee, the Transferor or the Servicer
to any obligation or liability (including obligations or liabilities under
ERISA, Section 4975 of the Code or Similar Law) in addition to those undertaken
in the Agreement. The foregoing representation and opinion need not be given if
the Trustee determines in its sole discretion that, after giving effect to the
proposed transfer, Benefit Plans will not own 25% or more of the Class B
Certificates (by Class Certificate Balance).

8. The Purchaser understands that the Certificates will bear a legend
substantially as set forth in the form of Certificate included as an Exhibit to
the Agreement.

9. The Purchaser understands that there is no market, nor is there any
assurance that a market will develop, for the Certificates and that the
Transferor does not have any obligation to make or facilitate any such market
(or to otherwise repurchase the Certificates from the Purchaser) under any
circumstances.

E-3

10. The Purchaser has consulted with its own legal counsel, independent
accountants and financial advisors to the extent it deems necessary regarding
the tax consequences to it of ownership of the Certificates, is aware that its
taxable income with respect to the Certificates in any accounting period may not
correspond to the cash flow (if any) from the Certificates for such period, and
is not purchasing the Certificates in reliance on any representations of the
Transferor or its counsel with respect to tax matters.

11. The Purchaser represents, on behalf of itself that if the Purchaser is
a partnership, grantor trust or S corporation for federal income tax purposes (a
"Flow-Through Entity"), any Class B Certificates owned by or on behalf of such
Flow-Through Entity will represent less than 50% of the value of all the assets
owned by such Flow-Through Entity and no special allocation of income, gain,
loss, deduction or credit from such Class B Certificates will be made among the
beneficial owners of such Flow-Through Entity.

12. The Purchaser agrees that it will obtain from any subsequent purchaser
of the Certificates substantially the same representations, warranties and
agreements contained in the foregoing paragraphs I through 11 and in this
paragraph 12.

Capitalized terms used herein that are not otherwise defined shall have the
meanings ascribed thereto in the Agreement or the Private Placement Memorandum,
as the case may be.

The representations and warranties continued herein shall be binding upon
the successors of the undersigned.

Executed at _________, this ____ day of ________, 199_.

----------------------------------------
Purchaser's Name (Print)

By:
-------------------------------------
Name:
Title:

----------------------------------------
Address of Purchaser

----------------------------------------
Purchaser's Taxpayer
Identification Number

E-4

TOYOTA LEASING, INC. AND

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