1997-A SUBI SUPPLEMENT TO AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT

EXHIBIT 10.3

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TOYOTA MOTOR CREDIT CORPORATION

TMTT, INC.,
as Titling Trustee of Toyota Lease Trust

and,

for Certain Limited Purposes only,

FIRST BANK NATIONAL ASSOCIATION,
as Trust Agent

1997-A SUBI SUPPLEMENT

AMENDED AND RESTATED
TRUST AND SERVICING AGREEMENT

Dated as of _______________, 1997

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TABLE OF CONTENTS

ARTICLE XV
DEFINITIONS

SECTION 15.01 Definitions . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE XVI
CREATION AND TERMINATION OF TRUST INTERESTS

SECTION 16.01 Initial Creation of 1997-A SUBI Sub-Trust and 1997-A SUBI . 4
SECTION 16.02 Rights in Respect of 1997-A SUBI. . . . . . . . . . . . . . 6
SECTION 16.03 Issuance and Form of 1997-A SUBI Certificates . . . . . . . 6
SECTION 16.04 Filings . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 16.05 Termination of 1997-A SUBI. . . . . . . . . . . . . . . . . 7
SECTION 16.06 Representations and Warranties of Titling Trustee . . . . . 7
SECTION 16.07 Resignation or Removal of Titling Trustee . . . . . . . . . 7

ARTICLE XVII
ACCOUNTS; CASH FLOWS; PERMITTED INVESTMENTS

SECTION 17.01 1997-A SUBI Collection Account. . . . . . . . . . . . . . . 8
SECTION 17.02 1997-A SUBI Lease Account . . . . . . . . . . . . . . . . . 8
SECTION 17.03 Investment Gains and Losses . . . . . . . . . . . . . . . . 9
SECTION 17.04 Rebalancing After Third-Party Claim . . . . . . . . . . . . 9

ARTICLE XVIII
MISCELLANEOUS PROVISIONS

SECTION 18.01 Governing Law . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 18.02 Effect of 1997-A SUBI Supplement on Trust Agreement . . . . 10
SECTION 18.03 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 18.04 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 18.05 Severability of Provisions. . . . . . . . . . . . . . . . . 11
SECTION 18.06 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . 11

EXHIBITS

EXHIBIT A Form of Series 1997-A SUBI Certificate . . . . . . . . . . . A-1

SCHEDULE I Schedule of Series 1997-A Contracts and Series 1997-A
Leased Vehicles as of the 1997-A Cut-off Date. . . . . . . . S-1

1997-A SUBI SUPPLEMENT TO
AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT

1997-A SUBI SUPPLEMENT TO AMENDED AND RESTATED TRUST AND SERVICING
AGREEMENT, dated and effective as of _____________, 1997, among TOYOTA MOTOR
CREDIT CORPORATION, a California corporation (in its capacities as Grantor,
UTI Beneficiary and Servicer, respectively), TMTT, INC., as Titling Trustee,
and for certain limited purposes only, FIRST BANK NATIONAL ASSOCIATION, a
national banking association, as Trust Agent.

RECITALS

A. TMCC, the Titling Trustee and the Trust Agent have entered into the
Titling Trust Agreement, pursuant to which the Grantor and the Titling
Trustee formed the Titling Trust, for the purpose of taking assignments and
conveyances of, holding in trust and dealing in, various Titling Trust Assets
in accordance with the Titling Trust Agreement.

B. The Titling Trust Agreement contemplates that certain of the Titling
Trust Assets, other than those previously identified on the Titling Trust's
books and records as Other SUBI Assets and allocated to a separate SUBI
Sub-Trust, may be allocated to a SUBI Sub-Trust and thenceforth constitute
SUBI Assets within such SUBI Sub-Trust, and that the Titling Trustee shall
create a SUBI and issue to, or to the order of, the UTI Beneficiary one or
more SUBI Certificates evidencing the related SUBI, and the related SUBI
Beneficiaries and their permitted assignees generally will be entitled to the
net cash flow arising from, but only from, such SUBI Assets.

C. The parties hereto desire to supplement the terms of the Titling
Trust Agreement to cause the Titling Trustee to identify a SUBI Portfolio and
allocate the related Titling Trust Assets to the 1997-A SUBI Sub-Trust, to
create the 1997-A SUBI and to create and issue to the UTI Beneficiary a SUBI
Certificate evidencing the entire beneficial interest in the 1997-A SUBI, and
to set forth the terms and conditions thereof.

D. The Titling Trustee, on behalf of the Titling Trust, and the
Servicer also will enter into the 1997-A SUBI Servicing Supplement pursuant
to which, among other things, the terms of the Titling Trust Agreement will
be supplemented insofar as they apply solely to the servicing of the SUBI
Sub-Trust created hereby to provide for further specific servicing
obligations that will benefit solely the SUBI Beneficiaries with respect to
the 1997-A SUBI created hereby.

NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and in the Titling Trust Agreement, the parties hereto agree
to the following supplemental obligations and provisions with regard to the
1997-A SUBI Sub-Trust:

ARTICLE XIV

[RESERVED]

ARTICLE XV
DEFINITIONS

SECTION 15.01 DEFINITIONS. For all purposes of this 1997-A SUBI
Supplement, except as otherwise expressly provided or unless the context
otherwise requires, capitalized terms used and not otherwise defined herein
shall have the meanings ascribed thereto in the Annex of Definitions or the
Annex of Supplemental Definitions attached hereto for all purposes of this
1997-A SUBI Supplement. In the event of any conflict between a definition set
forth herein and that set forth in the Annex of Definitions or Annex of
Supplemental Definitions, that set forth herein shall prevail. All terms used
in this 1997-A SUBI Supplement include, as appropriate, all genders and the
plural as well as the singular. All references such as "herein", "hereof" and
the like shall refer to this 1997-A SUBI Supplement as a whole and not to any
particular article or section within this 1997-A SUBI Supplement. All
references such as "includes" and variations thereon shall mean "includes
without limitation" and references to "or" shall mean "and/or". Any reference
herein to the "Titling Trustee, acting on behalf of the Titling Trust", or
words of similar import, shall be deemed to mean the Titling Trustee, acting
on behalf of Toyota Lease Trust and all beneficiaries thereof.

ARTICLE XVI
CREATION AND TERMINATION OF TRUST INTERESTS

SECTION 16.01 INITIAL CREATION OF 1997-A SUBI SUB-TRUST AND 1997-A
SUBI.

(a) Pursuant to Section 3.01(c) of the Titling Trust Agreement, Titling
Trust Assets not already denominated as SUBI Assets with respect to a different
SUBI Sub-Trust may be identified and allocated as SUBI Assets of a separate SUBI
Sub-Trust at the direction of the UTI Beneficiary. The UTI Beneficiary hereby
directs the Titling Trustee to identify and allocate or cause to be identified
and allocated on the books and records of the Titling Trust a separate portfolio
of SUBI Assets (the "1997-A SUBI Assets") consisting of (i) the Contracts and
related Leased Vehicles listed on Schedule I hereto and other related Titling
Trust Assets to be accounted for and held in trust independently from all other
Titling Trust Assets within the Titling Trust, including all Titling Trust
Assets already identified and allocated to any other SUBI Sub-Trust and from
those remaining as assets of the UTI Sub-Trust and (ii) the Contracts, Leased
Vehicles and related Titling Trust Assets to be allocated to the 1997-A
Sub-Trust pursuant to Section 3.02(a) of the 1997-A Servicing Supplement.

The assets of the 1997-A SUBI Sub-Trust established hereby shall consist
of: (i) those Contracts identified by contract number on Schedule I hereto
that are Eligible Contracts as of the 1997-A Cut-off Date, including the
related rights of the Titling Trust as Lessor under such Contracts, having an
Aggregate Net Investment Value of $____ as of the 1997-A Cut-off Date and those
Contracts allocated to the 1997-A Sub-Trust pursuant to Section 3.02(a) of
the 1997-A Servicing Supplement; (ii) the related Leased Vehicles and all
proceeds thereof, including each Certificate of Title and the Residual Value
of each Leased Vehicle, whether realized through the exercise by Obligors of
purchase options under the Contracts, the proceeds of sale of the Leased
Vehicles to Dealers or third parties or through payments received from any
other Person (directly or indirectly) under any related Insurance Policy (to
the extent not applied to repair or otherwise paid to a third Person or
Governmental Authority by the Servicer as required by law or pursuant to its
normal servicing practices) or as a subsidy or other funding of any
modification of the related Booked Residual Value; (iii) all of the Titling
Trust's right, title, interest and obligations (except such obligations that
are specifically retained by the Titling Trust pursuant to the terms of the
Titling Trust Agreement) with respect to such Contracts or Leased Vehicles,
including the right to enforce all Dealer repurchase obligations arising
under Dealer Agreements and to proceeds arising therefrom; (iv) any Insurance
Policy and rights thereunder or proceeds therefrom relating to such
Contracts, Leased Vehicles or payments of the related Obligors with respect
thereto; (v) any portion of any Security Deposit actually and properly
applied by the Servicer against amounts due under the related Contract, to
the extent not applied to making repairs to the related Leased Vehicle or
paid to a third party or Governmental Authority in accordance with the
Servicer's normal servicing practices; (vi) the 1997-A SUBI Collection
Account, including all cash and Permitted Investments therein and all income
from the investment of funds therein and (vii) all proceeds of any of the
foregoing.

Based upon their identification and allocation by the Servicer pursuant
to the 1997-A SUBI Servicing Supplement, the Titling Trustee hereby
identifies and allocates as 1997-A SUBI Assets the portfolio of Contracts and
Leased Vehicles more particularly described on Schedule I hereto, and the
related Titling Trust Assets described above, each such 1997-A SUBI Asset to
be identified on the books and accounts of the Trust as belonging to the
1997-A SUBI Portfolio.

(b) Pursuant to Section 3.01(c) of the Titling Trust Agreement, the
Titling Trustee hereby creates the 1997-A SUBI Sub-Trust and the 1997-A SUBI.
The 1997-A SUBI shall represent a specific undivided beneficial interest
solely in the 1997-A SUBI Sub-Trust and the 1997-A SUBI Assets.

(c) As required by Section 3.01(d) of the Titling Trust Agreement, the UTI
Beneficiary hereby certifies to the Titling Trustee that as of the date of
execution and delivery hereof: that (i) either there is no pledgee of the UTI or
each such pledgee of a UTI Pledge has received prior notice of the creation of
the 1997-A SUBI Sub-Trust and of the terms and provisions of this 1997-A SUBI
Supplement and of the related Securitized Financing and (ii) as of the date
hereof, and after giving effect to the creation of the 1997-A SUBI Sub-Trust,
the transfer to the UTI Beneficiary of the 1997-A SUBI Certificate in
connection therewith and the application by the UTI Beneficiary of any net
proceeds from any Securitized Financing involving such SUBI and such SUBI
Certificate, there

is and will be no default with respect to any Securitized Financing or other
agreement or obligation secured by a UTI Pledge.

(d) The parties hereto intend that, at any time during which all 1997-A
SUBI Certificates are held or beneficially owned by a single Person, the
1997-A SUBI Sub-Trust shall not constitute a separate entity for federal
income tax purposes or for state income or franchise tax purposes. However,
at any time that the 1997-A SUBI Certificates are held or beneficially owned
by two or more Persons, the parties hereto intend that the 1997-A Sub-Trust
be characterized as a separate entity for federal and state income tax
purposes that shall qualify as a partnership for such purposes.

(e) The Beneficiary of the 1997-A SUBI Certificate shall at all times
maintain a minimum net worth (excluding the value of the 1997-A SUBI Certificate
held thereby and the value of any assets of the 1997-A Securitization Trust
established pursuant to the 1997-A Trust Agreement) equal to at least $100,000.

SECTION 16.02 RIGHTS IN RESPECT OF 1997-A SUBI.

Each holder of a 1997-A SUBI Certificate (including the 1997-A
Securitization Trustee, on behalf of the Holders of the securities issued by
the 1997-A Securitization Trust) is a third-party beneficiary of the Titling
Trust Agreement and this 1997-A SUBI Supplement, insofar as they apply to the
1997-A SUBI and the holder of the 1997-A SUBI Certificate. Therefore, to that
extent, references in the Titling Trust Agreement to the ability of any
"holder of a SUBI Certificate", "assignee of a SUBI Certificate" or the like
to take any action shall also be deemed to refer to the 1997-A Securitization
Trustee acting at its own instigation or upon the instruction of Investor
Certificateholders pursuant to the terms of Section 6.15 of the 1997-A
Securitization Trust Agreement.

SECTION 16.03 ISSUANCE AND FORM OF 1997-A SUBI CERTIFICATE.

(a) The 1997-A SUBI shall be represented by a single 1997-A SUBI
Certificate, which shall represent 100% of the beneficial interests in the
1997-A SUBI and the 1997-A SUBI Sub-Trust, as further set forth herein. The
1997-A SUBI Certificate shall be substantially in the form of Exhibit A
attached hereto, but may have such letters, numbers or other marks of
identification and such legends and endorsements placed thereon as may,
consistently herewith and with the Titling Trust Agreement, be directed by
the Beneficiary.

The 1997-A SUBI Certificate may be printed, lithographed, typewritten,
mimeographed, photocopied or otherwise produced in any other manner as may,
consistently herewith and with the Titling Trust Agreement, be determined by
the UTI Beneficiary.

(b) As required by Section 3.01(g) of the Titling Trust Agreement, the
1997-A SUBI Certificate may not be transferred or assigned unless the
assignee or pledgee (x) gives a non-petition covenant substantially similar
to that set forth in Section 6.14 of the Titling Trust Agreement, and

(y) executes an agreement between or among itself and each UTI Beneficiary
and each SUBI Beneficiary of each SUBI relating to another Sub-Trust, to
release all claims to the Titling Trust Assets allocated to the UTI Sub-Trust
or to such other SUBI Sub-Trust and, in the event that such release is not
given effect, to fully subordinate all claims it may be deemed to have
against the Titling Trust Assets allocated thereto (which agreement may be
included in the 1997-A SUBI Certificate itself). In addition, the 1997-A SUBI
Certificate or any beneficial interest therein may not be transferred by any
Beneficiary thereof without the prior written consent of each registered
holder of a 1997-A SUBI Certificate.

SECTION 16.04 FILINGS.

The Grantor, the UTI Beneficiary (if different from the Grantor) and the
Titling Trustee, as directed by the Grantor or the UTI Beneficiary, will
undertake all other and future actions and activities as may be deemed
reasonably necessary by the Grantor or the UTI Beneficiary to perfect (or
evidence) and confirm the allocation of the 1997-A SUBI Assets to the 1997-A
SUBI Portfolio as provided herein, including filing or causing to be filed UCC
financing statements and executing and delivering all related filings, documents
or writings as may be deemed reasonably necessary by the Servicer hereunder or
under any other agreements or instruments relating to such Securitized
Financing. The Grantor hereby irrevocably makes and appoints each of the
Titling Trustee and the Servicer (in the case of the Servicer, only for so long
as such Servicer is acting in such capacity), and any of their respective
officers, employees or agents, as the true and lawful attorney-in-fact of the
Grantor (which appointment is coupled with an interest and is irrevocable) with
power to sign on behalf of the Grantor any financing statements, continuation
statements, security agreements, mortgages, assignments, affidavits, letters of
authority, notices or similar documents necessary or appropriate to be executed
or filed pursuant to this Section 16.04.

SECTION 16.05 TERMINATION OF 1997-A SUBI.

In connection with any purchase by the Grantor or the Servicer of the
1997-A Certificateholders' interest in the corpus of the 1997-A
Securitization Trust pursuant to Section 7.02 of the 1997-A Securitization
Trust Agreement, and the succession thereof to all of the interest in the
1997-A SUBI, should all of the interest in the 1997-A SUBI thereafter be
transferred to the UTI Beneficiary, whether by sale or otherwise, then, upon
the direction of the UTI Beneficiary, the 1997-A SUBI shall be terminated,
the 1997-A SUBI Certificates shall be returned to the Titling Trustee and
canceled thereby, and the Titling Trustee, at the direction of the Servicer,
shall reallocate all 1997-A Contracts, 1997-A Leased Vehicles and related
1997-A SUBI Assets to the UTI Sub-Trust.

SECTION 16.06 REPRESENTATIONS AND WARRANTIES OF TITLING TRUSTEE.

The Titling Trustee hereby makes the same representations and warranties
set forth in Section 6.12 of the Titling Trust Agreement as of the date hereof,
on which the Grantor and UTI Beneficiary have relied in executing this 1997-A
SUBI Supplement and on which each of their permitted

assignees and pledgees, and each pledgee or holder of a 1997-A SUBI
Certificate (and each 1997-A SUBI Beneficiary) may rely.

SECTION 16.07 RESIGNATION OR REMOVAL OF TITLING TRUSTEE. No
resignation or removal of the Titling Trustee pursuant to any provision of
the Titling Trust Agreement shall be effective unless and until each Rating
Agency has confirmed, in writing, that such resignation or removal would not
cause it to reduce, modify or withdraw its then current rating of any class
of securities issued by the 1997-A Securitization Trust.

ARTICLE XVII
ACCOUNTS; CASH FLOWS; PERMITTED INVESTMENTS

SECTION 17.01 1997-A SUBI COLLECTION ACCOUNT.

(a) The Titling Trustee shall establish and maintain with respect to the
1997-A SUBI the 1997-A SUBI Collection Account in the name of the 1997-A
Securitization Trustee, for the benefit of the 1997-A SUBI Beneficiaries,
which account shall constitute a SUBI Collection Account. The 1997-A SUBI
Collection Account initially shall be established with First Bank, as Trust
Agent, and at all times shall be an Eligible Account. In the event that the
Trust Agent no longer meets the requirements stated in the definition of
Eligible Account, then the Servicer shall, with the Titling Trustee's
assistance as necessary, cause the 1997-A SUBI Collection Account to be moved
to a bank or trust company that satisfies those requirements. The 1997-A SUBI
Collection Account shall relate solely to the 1997-A SUBI and the 1997-A SUBI
Sub-Trust, and funds therein shall not be commingled with any other moneys,
except as otherwise provided for or contemplated in the Titling Trust
Agreement as supplemented by this 1997-A SUBI Supplement or in the 1997-A
SUBI Servicing Supplement. All amounts held in the 1997-A SUBI Collection
Account shall be invested in Permitted Investments until distributed or
otherwise applied in accordance with the Titling Trust Agreement or this
1997-A SUBI Supplement.

(b) On each Deposit Date, as directed by the Servicer, the Titling
Trustee shall release proceeds of the Residual Value Insurance Policy payable
with respect to 1997-A Leased Vehicles and, subject to the provisions of and
as set forth in the 1997-A Securitization Trust Agreement, amounts
distributable therefrom, to TLI as the transferee from TMCC of the SUBI
Certificate, and therefore SUBI Beneficiary, or the designee thereof, the
parties hereto acknowledging and agreeing that TLI has, concurrently with the
execution and delivery hereof, executed and delivered an instrument
transferring the 1997-A SUBI Certificate and to the 1997-A Securitization
Trust exclusive of the proceeds of such Residual Value Insurance Policy.

(c) On each Monthly Allocation Date, as directed by the Servicer, the
Titling Trustee shall transfer or cause the transfer of all Principal
Collections (exclusive of amounts applied to Subsequent Contracts) and Interest
Collections in respect of the 1997-A SUBI Sub Trust (other than

proceeds under the Residual Value Insurance Policy) with respect to the
related Collection Period, to the 1997-A SUBI Collection Account.

SECTION 17.02 1997-A SUBI LEASE ACCOUNT.

At such time as shall be required by Section 7.03 of the 1997-A
Securitization Trust Agreement, the Titling Trustee shall establish and
maintain with respect to the 1997-A SUBI the 1997-A SUBI Lease Account in the
name of the Titling Trustee, for the benefit of the 1997-A SUBI
Beneficiaries, which account shall constitute a SUBI Lease Account. Any such
1997-A SUBI Lease Account initially shall be established with First Bank, as
Trust Agent, and at all times shall be an Eligible Account. In the event that
the Trust Agent no longer meets the requirements stated in the definition of
Eligible Account, then the Servicer shall, with the Titling Trustee's
assistance as necessary, cause the 1997-A SUBI Lease Account to be moved to a
bank or trust company that satisfies those requirements. The 1997-A SUBI
Lease Account shall relate solely to the 1997-A SUBI and the 1997-A SUBI
Portfolio, and funds therein shall not be commingled with any other moneys,
except as otherwise provided for or contemplated in the Titling Trust
Agreement as supplemented by this 1997-A SUBI Supplement or in the 1997-A
SUBI Servicing Supplement. All amounts held in the 1997-A SUBI Lease Account
shall be invested in Permitted Investments until distributed or otherwise
applied in accordance with the Titling Trust Agreement, this 1997-A SUBI
Supplement or the 1997-a Servicing Supplement. All transfers of funds into
and out of the 1997-A SUBI Lease Account shall be made in accordance with
Section 7.03 of the Titling Trust Agreement.

SECTION 17.03 INVESTMENT GAINS AND LOSSES.

All or a portion of the funds deposited into the 1997-A SUBI Accounts
shall be separately invested by the Titling Trustee or the 1997-A
Securitization Trustee, as applicable, from time to time at the direction of
the Servicer, in any Permitted Investments. All income, gain or loss from
investment of monies in the Lease Funding Account shall, unless otherwise
specified in the Transaction Documents with respect to any Securitized
Financing, be for the account of the UTI Beneficiary; provided, that, each
such investment shall be made in the name of the Titling Trustee, its nominee
or its Financial Intermediary. If at any time the Servicer shall not have
given the Titling Trustee a timely investment directive with respect to any
1997-A SUBI Account, the Titling Trustee shall invest and reinvest any monies
in such account(s) in a mutual fund offered by the Trust Agent or another
affiliate of the Titling Trustee meeting the requirements of clause (i) of
the definition of Permitted Investments.

SECTION 17.04 REBALANCING AFTER THIRD-PARTY CLAIM.

To the extent that a third-party Claim against Titling Trust Assets is
satisfied out of Titling Trust Assets in proportions other than as provided
in Section 3.04 of the Titling Trust Agreement, then, notwithstanding
anything to the contrary contained herein, the Titling Trustee, at the
direction of the Servicer, shall promptly identify and reallocate (or cause
the Servicer to identify and reallocate) the remaining Titling Trust Assets
among the UTI Sub-Trust and each of the SUBI Sub-

Trusts, including the 1997-A SUBI Sub-Trust, such that each shall bear the
expense of such Claim as nearly as possible as if the burden thereof had been
allocated as provided in Section 3.04 of the Titling Trust Agreement.

ARTICLE XVIII
MISCELLANEOUS PROVISIONS

SECTION 18.01 GOVERNING LAW.

This 1997-A SUBI Supplement shall be created under and governed by and
construed under the internal laws of the State of California, without regard
to any otherwise applicable principles of conflicts of laws, and the
obligations, rights and remedies of the parties hereunder shall be determined
in accordance with such laws.

SECTION 18.02 EFFECT OF 1997-A SUBI SUPPLEMENT ON TRUST AGREEMENT.

(a) Except as otherwise specifically provided herein: (i) the parties
shall continue to be bound by all provisions of the Titling Trust Agreement;
and (ii) the provisions set forth herein shall operate either as additions to
or modifications of the extant obligations of the parties under the Titling
Trust Agreement, as the context may require. In the event of any conflict
between the provisions of this 1997-A SUBI Supplement and the Titling Trust
Agreement with respect to the 1997-A SUBI, the provisions of this 1997-A SUBI
Supplement shall prevail.

(b) For purposes of determining the parties' obligations under this
1997-A SUBI Supplement with respect to the 1997-A SUBI, general references in
the Titling Trust Agreement to: (i) a SUBI Account shall be deemed to refer
more specifically to the 1997-A SUBI Account; (ii) a SUBI Asset shall be
deemed to refer more specifically to a 1997-A SUBI Asset; (ii) an appropriate
or applicable SUBI Collection Account shall be deemed to refer more
specifically to the 1997-A SUBI Collection Account; (iv) an appropriate or
applicable SUBI Lease Account shall be deemed to refer more specifically to a
1997-A SUBI Lease Account; (v) a SUBI Sub-Trust or SUBI Portfolio shall be
deemed to refer more specifically to the 1997-A SUBI Sub-Trust or 1997-A SUBI
Portfolio, as the case may be; (vi) a SUBI Supplement shall be deemed to
refer more specifically to this 1997-A SUBI Supplement; and (vii) a SUBI
Servicing Supplement shall be deemed to refer more specifically to the 1997-A
SUBI Servicing Supplement.

SECTION 18.03 AMENDMENT.

(a) Notwithstanding Section 9.01 of the Titling Trust Agreement, the
Titling Trust Agreement, as supplemented by this Supplement, to the extent that
it applies solely to the 1997-A SUBI and the 1997-A SUBI Portfolio, may be
amended from time to time by a writing signed by the Titling Trustee, the UTI
Beneficiary, each 1997-A SUBI Beneficiary and, to the extent that any such
amendment affects any obligation or interest of the Trust Agent, the Trust
Agent, in each case

only with the prior written consent of the 1997-A Securitization Trustee and
upon receipt of written notice from each Rating Agency that the proposed
amendment will not cause such Rating Agency to reduce or withdraw any then
current rating on any class of securities issued by the 1997-A Securitization
Trust.

SECTION 18.04 NOTICES.

The notice provisions of the Titling Trust Agreement shall apply equally to
this Supplement; provided, that, any notice to the 1997-A Securitization Trustee
shall be addressed as follows:

First Bank National Association
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Office

A copy of each notice or other writing required to be delivered to the
Titling Trustee pursuant to the Titling Trust Agreement or this 1997-A SUBI
Supplement also shall be delivered to the 1997-A Securitization Trustee with
respect to the 1997-A Securitization Trust.

SECTION 18.05 SEVERABILITY OF PROVISIONS.

If any one or more of the covenants, agreements, provisions or terms of
this 1997-A SUBI Supplement 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 SUBI Supplement and shall in no way affect the validity or
enforceability of the other provisions of this 1997-A SUBI Supplement or of
any 1997-A SUBI Certificates or the rights of the holders thereof. To the
extent permitted by law, the parties hereto waive any provision of law that
renders any provision of this 1997-A SUBI Supplement invalid or unenforceable
in any respect.

SECTION 18.06 COUNTERPARTS.

This 1997-A SUBI Supplement may be executed in any number of
counterparts, each of which so executed and delivered shall be deemed to be
an original, but all of which counterparts shall together constitute but one
and the same instrument.

IN WITNESS WHEREOF, TMCC, the Titling Trustee and, solely for the
limited purposes set forth herein, First Bank National Association, as Trust
Agent, have caused this 1997-A SUBI Supplement to be duly executed by their
respective officers as of the day and year first above written.

TOYOTA MOTOR CREDIT CORPORATION,
Grantor, Servicer and UTI Beneficiary

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

TMTT, INC., as Titling Trustee

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

FIRST BANK NATIONAL ASSOCIATION,
as Trust Agent

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

TLI, INC.,
assignee of UTI Beneficiary (solely to
acknowledge the provisions hereof)

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

[Appropriate Notary Blocks to be inserted for each Signatory]

SCHEDULE I

SCHEDULE OF SERIES 1997-A CONTRACTS AND
SERIES 1997-A LEASED VEHICLES AS OF THE 1997-A CUT-OFF DATE

[Omitted. On file with the Servicer, the Titling Trustee and the 1997-A
Securitization Trustee.]

S-1

EXHIBIT A

FORM OF SERIES 1997-A SUBI CERTIFICATE

TOYOTA LEASE TRUST

SERIES 1997-A SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE

evidencing a fractional undivided interest in the 1997-A SUBI
Sub-Trust (as defined below).

(This Certificate does not represent any obligation of, or an
interest in, Toyota Motor Credit Corporation, Toyota Motor Sales,
U.S.A., Inc., TMTT, Inc., TLI, Inc. or any of their respective
affiliates.)

Number
----

THIS CERTIFIES THAT
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is the registered owner of a nonassessable, fully-paid, fractional undivided
interest in the 1997-A SUBI (the "1997-A SUBI") comprised of interests in the
assets of the 1997-A SUBI Sub-Trust (the "1997-A Sub-Trust") of the Toyota
Lease Trust, a Delaware business trust (the "Titling Trust") formed by Toyota
Motor Credit Corporation, as Grantor and UTI Beneficiary (in such capacities,
the "Grantor" and the "UTI Beneficiary" respectively), and TMTT, Inc., a
Delaware corporation, as trustee (the "Titling Trustee") pursuant to a Trust
and Servicing Agreement, as the same was amended and restated pursuant to an
Amended and Restated Trust and Servicing Agreement (the "Titling Trust
Agreement"), each dated and effective as of October 1, 1996, among the
Grantor, the Titling Trustee, and, for certain limited purposes set forth
therein, First Bank National Association, a national banking association, as
trust agent (the "Trust Agent"). A summary of certain of the provisions of
the Titling Trust Agreement is set forth below. Capitalized terms used and
not otherwise defined herein have the meanings ascribed thereto in the
Titling Trust Agreement and 1997-A SUBI Supplement.

This Certificate is the only duly authorized 1997-A SUBI Certificate
issued under the Titling Trust Agreement, as supplemented by the 1997-A SUBI
Supplement (the "1997-A SUBI Supplement") dated and effective as of ________,
1997, among the UTI Beneficiary, the Titling Trustee and, for certain limited
purposes only set forth therein, the Trust Agent (the "1997-A SUBI
Certificate"). This 1997-A SUBI Certificate is subject to the terms,
provisions and conditions of the Titling Trust Agreement and the 1997-A SUBI
Supplement, to which agreements each 1997-A SUBI Beneficiary by virtue of the
acceptance hereof or of any interest herein hereby assents and by which such
SUBI Beneficiary is bound.

A-1

Also issued or to be issued under the Titling Trust Agreement are various
other series of certificates evidencing undivided interests in other
Sub-Trusts of the Titling Trust. A single UTI Certificate has been issued to
the UTI Beneficiary, no other 1997-A SUBI Certificate had been issued on the
date this 1997-A SUBI Certificate was issued and SUBI Certificates
representing 100% of the undivided interests in each other SUBI to be formed
will be issued at the time each related SUBI Sub-Trust is formed.

The property of the Titling Trust includes, or will include, among other
things: (i) any capital contributed by the Grantor; (ii) the Contracts and
all proceeds thereof; (iii) the Leased Vehicles and all proceeds thereof,
including each Certificate of Title and the Residual Value of each Leased
Vehicle, whether realized through the exercise by Obligors of purchase
options under the Contracts, the proceeds of sale of the Leased Vehicles to
Dealers or third parties or through payments received from any other Person
(directly or indirectly) under any related Insurance Policy (to the extent
not applied to repair or otherwise paid to a third Person or Governmental
Authority by the Servicer as required by law or pursuant to its normal
servicing practices) or as a subsidy or other funding of any modification of
the related Booked Residual Value; (iv) all of the Titling Trust's rights
(but not its obligations) with respect to any Contract or Leased Vehicle,
including the right to enforce and to proceeds arising from all Dealer
repurchase obligations arising under Dealer Agreements; (v) all of TMCC's
rights (but not its obligations) with respect to any Contract or Leased
Vehicle, including the right to enforce and to proceeds arising from all
Dealer repurchase obligations arising under Dealer Agreements; (vi) any
Insurance Policy and rights thereunder or proceeds therefrom relating to any
of the Contracts, Leased Vehicles or payments of the related Obligors with
respect thereto; (vii) any portion of any Security Deposit actually and
properly applied by the Servicer against amounts due under the related
Contract, to the extent not applied to making repairs to the related Leased
Vehicle or paid to a third party or Governmental Authority in accordance with
the Servicer's normal servicing practices; and (viii) all proceeds of any of
the foregoing (such assets, the "Titling Trust Assets"). The Titling Trust
Agreement provides that, from time to time, certain of the Titling Trust
Assets will be identified and allocated on the records of the Titling Trust
into one or more separate Sub-Trusts comprised of identified Titling Trust
Assets (such Sub-Trusts the "UTI Sub-Trust" or a "SUBI Sub-Trust", as the
case may be, and the related assets, "UTI Assets" or "SUBI Assets", as the
case may be).

Pursuant to the 1997-A SUBI Supplement, the 1997-A SUBI Assets were
identified and allocated on the records of the Titling Trust as a separate
SUBI Sub-Trust (the "1997-A SUBI Sub-Trust"), and the beneficial interest in
the 1997-A SUBI Sub-Trust was designated as a separate SUBI known as the
"1997-A SUBI". The rights of the 1997-A SUBI Beneficiaries to certain of the
proceeds of the 1997-A SUBI Assets are and will be further set forth in the
Titling Trust Agreement and the 1997-A SUBI Supplement.

The 1997-A SUBI Certificates are limited in right of payment to certain
collections and recoveries respecting the Contracts (and the related Obligors)
and the Leased Vehicles allocated to the 1997-A SUBI Sub-Trust, all to the
extent and as more specifically set forth in the Titling Trust Agreement and the
1997-A SUBI Supplement. Copies of the Titling Trust Agreement and the

A-2

1997-A SUBI Supplement may be examined during normal business hours at the
principal office of the Titling Trustee, and at such other places, if any,
designated by the Titling Trustee, by each 1997-A SUBI Beneficiary upon
request.

By accepting this 1997-A SUBI Certificate or any interest herein, the
related SUBI Beneficiary waives any claim to any proceeds or assets of the
Titling Trustee and to all of the Titling Trust Assets other than those from
time to time included within the 1997-A SUBI Sub-Trust and those proceeds or
assets derived from or earned by the 1997-A SUBI Assets. In addition, by
accepting this 1997-A SUBI Certificate or any interest herein, the related
SUBI Beneficiary hereby expressly subordinates any claim or interest in or to
any proceeds or assets of the Titling Trustee and to all of the Titling Trust
Assets other than those from time to time included within the 1997-A SUBI
Sub-Trust that may be determined to exist in favor of such SUBI Beneficiary
notwithstanding the foregoing disclaimer to the rights and interests of each
SUBI Beneficiary with respect to another SUBI.

The Titling Trust Agreement and 1997-A SUBI Supplement permits, with
certain exceptions therein provided, the amendment thereof and the
modification of the rights and obligations of the parties thereto with
respect to the 1997-A SUBI Assets, the 1997-A SUBI Sub-Trust and the 1997-A
SUBI and the rights of 1997-A SUBI Beneficiaries at any time by a writing
signed by the Titling Trustee, the UTI Beneficiary, each 1997-A SUBI
Beneficiary and, to the extent that any such amendment affects any obligation
or interest of the Trust Agent, the Trust Agent, in each case only with the
prior written consent of the 1997-A Securitization Trustee and upon receipt
of written notice from each Rating Agency that the proposed amendment will
not cause such Rating Agency to reduce or withdraw any then current rating on
any class of securities issued by the 1997-A Securitization Trust that was
initially issued at the request of the UTI Beneficiary. If approval of any
1997-A SUBI Beneficiary is required, any such consent shall be conclusive and
binding on such Beneficiary and on all future Beneficiaries hereof whether or
not notation of such consent is made upon this 1997-A SUBI Certificate.

As provided in the Titling Trust Agreement and the 1997-A SUBI
Supplement, this 1997-A SUBI Certificate and the underlying interests
represented hereby may not be transferred or assigned, except in accordance
with the provisions thereof.

Prior to due presentation of this 1997-A SUBI Certificate for
registration of a permitted transfer, the Titling Trustee, the certificate
registrar and any of their respective agents may treat the person or entity
in whose name this 1997-A SUBI Certificate is registered as the owner hereof
for the purpose of receiving distributions and for all other purposes, and,
except as provided for in the Titling Trust Agreement, neither the Titling
Trustee, the certificate registrar nor any such agent shall be affected by
any notice to the contrary.

A-3

Unless this 1997-A SUBI Certificate shall have been executed by an
authorized officer of the Titling Trustee, by manual signature, this 1997-A SUBI
Certificate shall not entitle the holder hereof to any benefit under the Titling
Trust Agreement or the 1997-A SUBI Supplement or be valid for any purpose.

A-4

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

Dated: TOYOTA LEASE TRUST

By: TMTT, INC., as Titling Trustee

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

ATTEST:

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A-5

ANNEX OF SUPPLEMENTAL DEFINITIONS

Unless otherwise specified in the agreement to which this Annex of
Supplemental Definitions is attached, the following terms have the indicated
meanings. Terms defined herein but not directly or indirectly used or
referenced in the agreement to which this Annex of Supplemental Definitions is
attached shall not be deemed to have any meaning or significance with respect to
such agreement.

"1997-A CERTIFICATE ACCOUNT" means the SUBI Account established pursuant to
the 1997-A Securitization Trust Agreement and designated as the "Series 1997-A
SUBI Certificate Account".

"1997-A COLLECTION ACCOUNT" means the SUBI Account established pursuant to
the Series 1997-A SUBI Supplement and designated as the "Series 1997-A SUBI
Collection Account".

"1997-A CONTRACTS" means the Contracts allocated to the 1997-A SUBI and
1997-A SUBI Sub-Trust pursuant to the 1997-A SUBI Supplement, including those
allocated during the Revolving Period..

"1997-A LEASED VEHICLES" means the Leased Vehicles and related Titling
Trust Assets allocated to the 1997-A SUBI and 1997-A SUBI Sub-Trust pursuant to
the 1997-A SUBI Supplement, including those allocated during the Revolving
Period.

"1997-A PROSPECTUS" means that Prospectus dated __________, 1997,
prepared by the Transferor in connection with the Securitized Financing of
the 1997-A SUBI by the Transferor.

"1997-A SECURITIZATION TRUST" means the trust created by the 1997-A
Securitization Trust Agreement, the estate of which consists or will consist of
(i) the 1997-A SUBI, the 1997-A SUBI Certificate, and all monies due and to
become due thereunder on and after the Cutoff Date, excluding any proceeds of
the Residual Value Insurance Policy, whether or not relating to any assets of
the 1997-A SUBI Portfolio; (ii) such monies as are from time to time deposited
in the 1997-A Collection Account; (iii) all rights accruing to the holder of the
1997-A SUBI Interest as a third-party beneficiary of the Titling Trust
Agreement, the 1997-A SUBI Supplement, the 1997-A Servicing Supplement and the
Reserve Fund; and (iv) all proceeds of the foregoing.

"1997-A SECURITIZATION TRUST AGREEMENT" means that certain Securitization
Trust Agreement, dated as of _________, 1997, between the Transferor and
Securitization Trustee, pursuant to which the 1997-A SUBI Certificate will be
transferred to the Securitization Trustee, in that capacity, in connection
with the Securitized Financing of the 1997-A SUBI by the Transferor.

"1997-A SECURITIZATION TRUSTEE" means First Bank National Association in
its capacity, as trustee in connection with the Securitized Financing of the
1997-A SUBI by the Transferor.

"1997-A SERVICING SUPPLEMENT" means the SUBI Servicing Supplement to the
Titling Trust Agreement dated as of ________, 1997 and relating to the
servicing of the 1997-A SUBI.

"1997-A SUBI" means the SUBI created pursuant to the 1997-A SUBI
Supplement.

"1997-A SUBI ACCOUNT" means any SUBI Account related to the 1997-A SUBI.

"1997-A SUBI ASSETS" means the 1997-A Contracts, 1997-A Leased Vehicles and
related Titling Trust Assets allocated to the 1997-A SUBI and 1997-A SUBI
Sub-Trust pursuant to the 1997-A SUBI Supplement, including those allocated
during the Revolving Period.

"1997-A SUBI CERTIFICATE" means the SUBI Certificate issued by the Titling
Trust pursuant to the 1997-A SUBI Supplement evidencing the 1997-A SUBI
Interest.

"1997-A SUBI CERTIFICATE PURCHASE AND SALE AGREEMENT" means the 1997-A
SUBI Certificate Purchase and Sale Agreement, dated as of _________, 1997,
pursuant to which TMCC will sell to the Transferor, without recourse, all of
its right, title and interest in and to the 1997-A SUBI and the 1997-A SUBI
Certificate and the proceeds thereof.

"1997-A SUBI INTEREST" has the meaning set forth in Section 2.02 of the
Securitization Trust Agreement.

"1997-A SUBI PORTFOLIO" means the SUBI Portfolio that includes the 1997-A
Contracts and 1997-A Leased Vehicles allocated to the 1997-A SUBI and 1997-A
SUBI Sub-Trust pursuant to the 1997-A SUBI Supplement.

"1997-A SUBI SUB-TRUST" means the SUBI Sub-Trust created pursuant to the
1997-A SUBI Supplement including as its assets the 1997-A SUBI Portfolio and the
related Titling Trust Assets.

"1997-A SUBI SUPPLEMENT" means the SUBI Supplement to the Titling Trust
Agreement dated as of _________, 1997 pursuant to which the Titling Trustee,
at the direction of the UTI Beneficiary, creates the 1997-A Sub-Trust and the
1997-A SUBI and issues the 1997-A SUBI Certificate.

"ACCELERATED PRINCIPAL DISTRIBUTION AMOUNT" means, with respect to any
Monthly Allocation Date during the Amortization Period, the lesser of (x) the
product of (i) one-twelfth of [__]% and (ii) the Aggregate Net Investment Value
as of the last day of the related Collection Period and (y) any portion of the
Investor Percentage of Interest Collections in respect of the related Collection
Period remaining after all required distributions and/or allocations to
Certificateholders have been made and after all required deposits into the
Reserve Fund have been made.

"ADDITIONAL LOSS AMOUNT" means, with respect to any Collection Period, an
amount equal to the sum of (a) all amounts of losses incurred in respect of any
uninsured liability to third parties (i.e., litigation risk) on the part of the
Titling Trust that is ultimately borne by the SUBI Assets

during such Collection Period, whether such liability is incurred (i) with
respect to the 1997-A SUBI Assets and is therefore allocated to the 1997-A
SUBI Assets pursuant to the 1997-A SUBI Supplement, (ii) with respect to the
Titling Trust Assets generally and a pro rata portion of such liability is
allocated to the 1997-A SUBI Assets pursuant to the Titling Trust Agreement
or (iii) with respect to UTI Assets or Other SUBI Assets if such UTI Assets
or Other SUBI Assets are insufficient to pay such liability and a portion
thereof is therefore allocated to the 1997-A SUBI Assets pursuant to the
Titling Trust Agreement and (ii) all monies reserved within the 1997-A SUBI
Collection Account against future losses in respect of such liabilities by
the Servicer on behalf of the Securitization Trustee as of the last day of
such Collection Period.

"AGGREGATE NET INVESTMENT VALUE" means, as of any day, the sum of (i) the
aggregate of the Discounted Principal Balances of all 1997-A Contracts at such
date, each such Discounted Principal Balance being derived from the Schedule of
Contracts and Leased Vehicles as in effect on such date; PROVIDED that as of the
last day of any Collection Period, there shall be eliminated from the Schedule
of Contracts and Leased Vehicles for the purpose of this definition (including
the determination at any subsequent time of the Aggregate Net Investment Value
as of the last day of any Collection Period) each 1997-A Contract that became a
Charged-off, Liquidated, Matured or Additional Loss Contract before the end of
such Collection Period, (ii) the aggregate of the Booked Residual Values of
those Leased Vehicles that have been added to Matured Leased Vehicle Inventory
within the three immediately preceding Collection Periods but have not been sold
or otherwise disposed of as of the last day of the most recent Collection Period
for no more than three full Collection Periods, each such Booked Residual Value
being derived from the Schedule of Contracts and Leased Vehicles as in effect on
such date, and (iii) prior to the last Transfer Date, the aggregate amount of
Principal Collections that have not been reinvested in additional 1997-A
Contracts and 1997-A Leased Vehicles pursuant to Section 3.02 of the 1997-A
Servicing Supplement.

"AGGREGATE NET LOSSES" means, with respect to a Collection Period, an
amount equal to the aggregate Discounted Principal Balances of all 1997-A
Contracts that became Charged-off Contracts during such Collection Period minus
the sum of (x) all Net Repossessed Vehicle Proceeds and other Net Liquidation
Proceeds collected during such Collection Period with respect to Charged-off
Contracts and (y) the portion of amounts subsequently received in respect of
Contracts liquidated in prior Collection Periods.

"AMORTIZATION DATE" means ____________ 1, 1998.

"AMORTIZATION PERIOD" means the period beginning with the day immediately
succeeding the last day of the Revolving Period and ending on the day the
Certificates have been paid in full and all unpaid Class A-1 Certificate
Principal Loss Amounts, Class A-2 Certificate Principal Loss Amounts, the Class
A-3 Certificate Principal Loss Amounts, the Class A-4 Certificate Principal Loss
Amounts, Class B Certificate Principal Loss Amounts and unpaid Class B
Certificate Principal Carryover Shortfalls have been paid in full, in each case
with accrued interest thereon, or the Securitization Trust otherwise terminates.

"APPLICANTS" shall have the meaning specified in Section 4.06 of the
Securitization Trust Agreement.

"BOOK-ENTRY CERTIFICATES" means a beneficial interest in the Class A
Certificates, ownership and transfers of which shall be made through book
entries by a Clearing Agency.

"Capped Contingent and Excess Liability Premiums CAPPED CONTINGENT AND
EXCESS LIABILITY PREMIUMS" means, with respect to any Monthly Allocation
Date, an amount sufficient to pay or reserve for payment of one-twelfth of
the portion of the annual premium payable on the Contingent and Excess
Liability Insurance Policies allocable to the 1997-A SUBI Interest, up to but
not exceeding $_____ in any calendar year.

"CAPPED SECURITIZATION TRUST ADMINISTRATIVE EXPENSES" means, with respect
to any Monthly Allocation Date, the Securitization Trustee's compensation and
other Administrative Expenses with respect to the Securitization Trust payable
or reimbursable thereto on such Monthly Allocation Date under the Securitization
Trust Agreement, including those due under Section 6.05 of the Securitization
Trust Agreement; provided that the amount so payable and/or reimbursable on such
Monthly Allocation Date, taken together with all such compensation and
Administrative Expenses paid or reimbursed since the beginning of the calendar
year in which such Monthly Allocation Date occurs, will not exceed [$50,000.00]
(or [$100,000.00] in any year in which an Early Amortization Event of the type
set forth in clause (iv) of the definition of Early Amortization Event occurs
and the Securitization Trustee sells the property of the Securitization Trust
pursuant to Section 8.02 of the Securitization Trust Agreement).

"CAPPED TITLING TRUST ADMINISTRATIVE EXPENSES" means, with respect to any
Monthly Allocation Date, the Titling Trustee's compensation and other
Administrative Expenses with respect to the Titling Trust allocable to the
1997-A SUBI Interest and payable or reimbursable thereto on such Monthly
Allocation Date under the Securitization Trust Agreement, including those due
under Section 6.13 of the Titling Trust Agreement; provided that the amount so
payable and/or reimbursable on such Monthly Allocation Date, taken together with
all such compensation and Administrative Expenses paid or reimbursed since the
beginning of the calendar year in which such Monthly Allocation Date occurs,
will not exceed [$50,000.00] (or [$100,000.00] in any year in which an Early
Amortization Event of the type set forth in clause (iv) of the definition of
Early Amortization Event occurs and the Securitization Trustee sells the
property of the Securitization Trust pursuant to Section 8.02 of the
Securitization Trust Agreement).

"CERTIFICATE BALANCE" initially means the Initial Certificate Balance and,
as of any date, means the sum of the Class A Certificate Balance and the Class B
Certificate Balance as of the close of business on such date, after giving
effect to any changes therein on such date.

"CERTIFICATE FACTOR" means, with respect to any Monthly Allocation Date, a
seven-digit decimal figure equal to the Certificate Balance as of the last day
of the related Collection Period divided by the Initial Certificate Balance.

"CERTIFICATE OWNER" means, with respect to a Book-Entry Certificate, the
Person who is the owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant in
accordance with the rules of such Clearing Agency) and shall mean, with
respect to a Definitive Certificate, the related Certificateholder.

"Certificate Principal Loss Amount CERTIFICATE PRINCIPAL LOSS AMOUNT"
means, with respect to any Monthly Allocation Date, an amount equal the sum
of any Class A-1, Class A-2, Class A-3, Class A-4 and Class B Certificate
Principal Loss Amount.

"CERTIFICATE RATE" means the Class A-1 Rate, the Class A-2 Rate, the
Class A-3 Rate, the Class A-4 Rate or the Class B Rate, as indicated by the
context.

"CERTIFICATE REGISTER" means the register of Certificateholders
maintained by the Securitization Trustee pursuant to Section 4.03 of the
Securitization Trust Agreement.

"CERTIFICATE REGISTRAR" means the Securitization Trustee unless a
successor thereto is appointed pursuant to Section 4.03 of the Securitization
Trust Agreement.

"CERTIFICATEHOLDER" or "HOLDER" means the Person in whose name a
Certificate is registered in the Certificate Register, except that, solely
for the purposes of giving any consent, waiver, request or demand pursuant to
the Securitization Trust Agreement, the interest evidenced by any Certificate
registered in the name of the Transferor, TMCC, or any Person controlling,
controlled by or under common control with the Transferor or TMCC, shall not
be taken into account in determining whether the requisite percentage
necessary to effect any such consent, waiver, request or demand shall have
been obtained.

"CERTIFICATES" means, collectively, the Class A-1 Certificates, the Class
A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the
Class B Certificates and the Transferor Certificate.

"CERTIFICATE PAYMENT DATE" means

"CHARGE-OFF RATE" means, with respect to any Collection Period, the
Aggregate Net Losses with respect to 1997-A Contracts that became Charged-off
Contracts during such Collection Period expressed, on an annualized basis, as
a percentage of the average of (i) the Aggregate Net Investment Value on the
last day of the immediately preceding Collection Period and (ii) the
Aggregate Net Investment Value on the last day of such Collection Period.

"CHARGE-OFF RATE TEST" means that determination, made on each
Determination Date by the Servicer, of the average of the Charge-off Rates
for each of the three immediately preceding Collection Periods (or the months
of _____ and ______ in the case of the first Determination Date, the months of
_______ and _____ and the _____ Collection Period in the case of the second
Determination Date, and the month

of ___ and the ____ and ____ Collection Periods in the case of the third
Determination Date). The Charge-off Rate Test will be satisfied if such
average is ___% or less.

"CHARGED-OFF AMOUNT" means, with respect to any Collection Period, the
Aggregate Net Losses with respect to 1997-A Contracts that became Charged-off
Contracts during such Collection Period.

"CLASS A CERTIFICATES" means the Class A-1 Certificates and the Class A-2
Certificates.

"CLASS A CERTIFICATE BALANCE" means the sum of the Class A-1 Certificate
Balance, the Class A-2 Certificate Balance, the Class A-3 Certificate Balance
and the Class A-4 Certificate Balance.

"CLASS A CERTIFICATEHOLDER" means any Holder of a Class A-1 Certificate,
Class A-2 Certificate, Class A-3 Certificate or Class A-4 Certificate.

"CLASS A PERCENTAGE" means the Class A-4 Certificate Balance immediately
after the Class A-1, the Class A-2 and the Class A-3 Certificates have been paid
in full as a percentage of the Certificate Balance at such time.

"CLASS A-1 ADDITIONAL LOSS AMOUNT" means, as of any Monthly Allocation
Date, an amount equal to the product of (i) the Class A-1 Allocation Percentage,
(ii) the Investor Percentage with respect to Loss Amounts for the related
Collection Period and (iii) the portion of the Additional Loss Amount incurred
in respect of such Collection Period that is allocable to the 1997-A SUBI
Interest.

"CLASS A-1 ALLOCATION PERCENTAGE" means, as of any Monthly Allocation Date,
the Class A-1 Certificate Balance as of the last day of the related Collection
Period as a percentage of the Certificate Balance as of such date.

"CLASS A-1 CERTIFICATE" means one of the Certificates executed and
authenticated by the Securitization Trustee in substantially the form set forth
in the Securitization Trust Agreement.

"CLASS A-1 CERTIFICATE BALANCE" means, initially, the Initial Class A-1
Certificate Balance and, on any date, shall equal the Initial Class A-1
Certificate Balance, reduced by the sum of (i) all amounts distributed to Class
A-1 Certificateholders and allocable to principal on or prior to such date and
(ii) the amount, if any, by which (a) the aggregate of all Class A-1 Certificate
Principal Loss Amounts on or prior to such date exceeds (b) the aggregate of all
Class A-1 Certificate Principal Loss Amounts reimbursed or deemed reimbursed on
or prior to such date.

"CLASS A-1 CERTIFICATE FACTOR" means, with respect to any Monthly
Allocation Date, a seven-digit decimal figure equal to the Class A-1 Certificate
Balance as of the close of business on such Monthly Allocation Date (after
giving effect to all changes in the Class A-1 Certificate Balance made on that
date) divided by the Initial Class A-1 Certificate Balance.

"CLASS A-1 CERTIFICATEHOLDER" means any Holder of a Class A-1 Certificate.

"CLASS A-1 CERTIFICATE PRINCIPAL LOSS AMOUNT" means, with respect to any
Monthly Allocation Date, the amount, if any, by which (i) the sum of the Class
A-1 Loss Amount for the related Collection Period and any previously
unreimbursed Class A-1 Certificate Principal Loss Amount exceeds (ii) the amount
available to be distributed in respect of the Class A-1 Certificates pursuant to
Section 3.03(b)(viii) or (b)(ix) of the Securitization Trust Agreement on such
Monthly Allocation Date.

"CLASS A-1 CERTIFICATE PRINCIPAL LOSS INTEREST AMOUNT" means, with respect
to any Monthly Allocation Date, the aggregate amount of accrued and unpaid
interest at the Class A-1 Rate on the aggregate amount of unreimbursed Class A-1
Certificate Principal Loss Amounts through such Monthly Allocation Date.

"CLASS A-1 CHARGED-OFF AMOUNT" means, as of any Monthly Allocation Date, an
amount equal to the product of (i) the Class A-1 Allocation Percentage, (ii) the
Investor Percentage with respect to Loss Amounts for the related Collection
Period and (iii) the Charged-off Amount incurred in respect of such Collection
Period.

"CLASS A-1 DISTRIBUTABLE AMOUNT" means, with respect to any Monthly
Allocation Date, the sum of the Class A-1 Principal Distributable Amount and the
Class A-1 Interest Distributable Amount.

"CLASS A-1 INTEREST CARRYOVER SHORTFALL" means, with respect to any Monthly
Allocation Date, the excess, if any, of (i) the Class A-1 Interest Distributable
Amount for such Monthly Allocation Date plus any outstanding Class A-1 Interest
Carryover Shortfall from the immediately preceding Monthly Allocation Date plus
interest on such outstanding Class A-1 Interest Carryover Shortfall, to the
extent permitted by law, at the Class A-1 Certificate Rate from such immediately
preceding Monthly Allocation Date to but not including the current Monthly
Allocation Date, over (ii) the amount of interest distributed to Class A-1
Certificateholders on such current Monthly Allocation Date.

"CLASS A-1 INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Monthly Allocation Date, the product of (i) one-twelfth of the Class A-1
Certificate Rate (or in case of first Monthly Allocation Date, of the Class A-1
Rate) and (ii) the Class A-1 Certificate Balance as of the immediately preceding
Monthly Allocation Date (after giving effect to changes in the Class A-1
Certificate Balance made on such immediately preceding Monthly Allocation Date)
or, in the case of the first Monthly Allocation Date, the Initial Class A-1
Certificate Balance.

"CLASS A-1 LOSS AMOUNT" means, with respect to any Monthly Allocation Date,
the product of (a) the Class A-1 Allocation Percentage, (b) the Investor
Percentage with regard to Loss Amounts for the related Collection Period, and
(c) the Loss Amount for the related Collection Period.

"CLASS A-1 PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Monthly Allocation Date related to a Collection Period commencing during the
Amortization Period, the amount (if any) that is distributable in respect of
principal of the Class A-1 Certificates to the Class A-1 Certificateholders
pursuant to Section 3.01 (d) of the Securitization Trust Agreement.

"CLASS A-1 RATE" means ____% per annum.

"CLASS A-1 RESIDUAL VALUE LOSS AMOUNT" means, as of any Monthly Allocation
Date, an amount equal to the product of (i) the Class A-1 Allocation Percentage,
(ii) the Investor Percentage with respect to Loss Amounts for the related
Collection Period and (iii) the Residual Value Loss Amount incurred in respect
of such Collection Period.

"CLASS A-1 TARGETED MATURITY DATE" means _______.

"CLASS A-2 ADDITIONAL LOSS AMOUNT" means, as of any Monthly Allocation
Date, an amount equal to the product of (i) the Class A-2 Allocation Percentage,
(ii) the Investor Percentage with respect to Loss Amounts for the related
Collection Period and (iii) the portion of the Additional Loss Amount incurred
in respect of such Collection Period that is allocable to the 1997-A SUBI
Interest.

"CLASS A-2 ALLOCATION PERCENTAGE" means, as of any Monthly Allocation Date,
the Class A-2 Certificate Balance as of the last day of the related Collection
Period as a percentage of the Certificate Balance as of such date.

"CLASS A-2 CERTIFICATE" means one of the Certificates executed and
authenticated by the Securitization Trustee in substantially the form set forth
in the Securitization Trust Agreement.

"CLASS A-2 CERTIFICATE BALANCE" means, initially, the Initial Class A-2
Certificate Balance and, on any date, shall equal the Initial Class A-2
Certificate Balance, reduced by the sum cf (i) all amounts distributed to Class
A-2 Certificateholders in respect of principal of the Class A-2 Certificates on
or prior to such date and (ii) the amount, if any, by which (a) the aggregate of
all Class A-2 Certificate Principal Loss Amounts on or prior to such date
exceeds (b) the aggregate of all Class A-2 Certificate Principal Loss Amounts
reimbursed or deemed reimbursed on or prior to such date.

"CLASS A-2 CERTIFICATE FACTOR" means, with respect to any Monthly
Allocation Date, a seven-digit decimal figure equal to the Class A-2 Certificate
Balance as of the close of business on such Monthly Allocation Date (after
giving effect to all changes in the Class A-2 Certificate Balance made on that
date) divided by the Initial Class A-2 Certificate Balance.

"CLASS A-2 CERTIFICATEHOLDER" means any Holder of a Class A-2 Certificate.

"CLASS A-2 CERTIFICATE PRINCIPAL LOSS AMOUNT" means, with respect to any
Monthly Allocation Date, the amount, if any, by which (i) the sum of the Class
A-2 Loss Amount for the related Collection Period and any previously
unreimbursed Class A-2 Certificate Principal Loss Amount exceeds (ii) the amount
available to be distributed in respect of the Class A-2 Certificates pursuant to
Section 3.03(b)(viii) or (b)(ix) of the Securitization Trust Agreement on such
Monthly Allocation Date.

"CLASS A-2 CERTIFICATE PRINCIPAL LOSS INTEREST AMOUNT" means, with respect
to any Monthly Allocation Date, the aggregate amount of accrued and unpaid
interest (at the Class A-2 Rate) on the aggregate amount of unreimbursed Class
A-2 Certificate Principal Loss Amounts through such Monthly Allocation Date.

"CLASS A-2 CHARGED-OFF AMOUNT" means, as of any Monthly Allocation Date, an
amount equal to the product of (i) the Class A-2 Allocation Percentage, (ii) the
Investor Percentage with respect to Loss Amounts for the related Collection
Period and (iii) the Charged-off Amount incurred in respect of such Collection
Period.

"CLASS A-2 DISTRIBUTABLE AMOUNT" means, with respect to any Monthly
Allocation Date, the sum of the Class A-2 Principal Distributable Amount and the
Class A-2 Interest Distributable Amount.

"CLASS A-2 INTEREST CARRYOVER SHORTFALL" means, with respect to any Monthly
Allocation Date, the excess, if any, of (i) the Class A-2 Interest Distributable
Amount for such Monthly Allocation Date plus any outstanding Class A-2 Interest
Carryover Shortfall from the immediately preceding Monthly Allocation Date plus
interest on such outstanding Class A-2 Interest Carryover Shortfall, to the
extent permitted by law, at the Class A-2 Rate from such immediately preceding
Monthly Allocation Date to but not including the current Monthly Allocation
Date, over (ii) the amount of interest distributed to Class A-2
Certificateholders on such current Monthly Allocation Date.

"CLASS A-2 INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Monthly Allocation Date, the product of (i) one-twelfth of the Class A-2 Rate
(or in the case of the first Monthly Allocation Date, of the Class A-2 Rate) and
(ii) the Certificate Balance as of the immediately preceding Monthly Allocation
Date (after giving effect to changes in the Class A-2 Certificate Balance made
on such immediately preceding Monthly Allocation Date) or, in the case of the
first Monthly Allocation Date, the Initial Class A-2 Certificate Balance.

"CLASS A-2 LOSS AMOUNT" means, with respect to any Monthly Allocation Date,
the product of (a) the Class A-2 Allocation Percentage, (b) the Investor
Percentage with regard to Loss Amounts for the related Collection Period, and
(c) the Loss Amount for the related Collection Period.

"CLASS A-2 PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Monthly Allocation Date related to a Collection Period commencing during the
Amortization Period, the amount (if any)

that is distributable to the Class A-2 Certificateholders pursuant to Section
3.01(d) of the Securitization Trust Agreement.

"CLASS A-2 RATE" means ___% per annum.

"CLASS A-2 RESIDUAL VALUE LOSS AMOUNT" means, as of any Monthly Allocation
Date, an amount equal to the product of (i) the Class A-2 Allocation Percentage,
(ii) the Investor Percentage with respect to Loss Amounts for the related
Collection Period and (iii) the Residual Value Loss Amount incurred in respect
of such Collection Period.

"CLASS A-2 TARGETED MATURITY DATE" means _________.

"CLASS A-3 ADDITIONAL LOSS AMOUNT" means, as of any Monthly Allocation
Date, an amount equal to the product of (i) the Class A-3 Allocation Percentage,
(ii) the Investor Percentage with respect to Loss Amounts for the related
Collection Period and (iii) the portion of the Additional Loss Amount incurred
in respect of such Collection Period that is allocable to the 1997-A SUBI
Interest.

"CLASS A-3 ALLOCATION PERCENTAGE" means, as of any Monthly Allocation Date,
the Class A-3 Certificate Balance as of the last day of the related Collection
Period as a percentage of the Certificate Balance as of such date.

"CLASS A-3 CERTIFICATE" means one of the Certificates executed and
authenticated by the Securitization Trustee in substantially the form set forth
in the Securitization Trust Agreement.

"CLASS A-3 CERTIFICATE BALANCE" means, initially, the Initial Class A-3
Certificate Balance and, on any date, shall equal the Initial Class A-3
Certificate Balance, reduced by the sum cf (i) all amounts distributed to Class
A-3 Certificateholders in respect of principal of the Class A-3 Certificates on
or prior to such date and (ii) the amount, if any, by which (a) the aggregate of
all Class A-3 Certificate Principal Loss Amounts on or prior to such date
exceeds (b) the aggregate of all Class A-3 Certificate Principal Loss Amounts
reimbursed or deemed reimbursed on or prior to such date.

"CLASS A-3 CERTIFICATE FACTOR" means, with respect to any Monthly
Allocation Date, a seven-digit decimal figure equal to the Class A-3 Certificate
Balance as of the close of business on such Monthly Allocation Date (after
giving effect to all changes in the Class A-3 Certificate Balance made on that
date) divided by the Initial Class A-3 Certificate Balance.

"CLASS A-3 CERTIFICATEHOLDER" means any Holder of a Class A-3 Certificate.

"CLASS A-3 CERTIFICATE PRINCIPAL LOSS AMOUNT" means, with respect to any
Monthly Allocation Date, the amount, if any, by which (i) the sum of the Class
A-3 Loss Amount for the related Collection Period and any previously
unreimbursed Class A-3 Certificate Principal Loss

Amount exceeds (ii) the amount available to be distributed in respect of the
Class A-3 Certificates pursuant to Section 3.03(b)(viii) or (b)(ix) of the
Securitization Trust Agreement on such Monthly Allocation Date.

"CLASS A-3 CERTIFICATE PRINCIPAL LOSS INTEREST AMOUNT" means, with respect
to any Monthly Allocation Date, the aggregate amount of accrued and unpaid
interest (at the Class A-3 Rate) on the aggregate amount of unreimbursed Class
A-3 Certificate Principal Loss Amounts through such Monthly Allocation Date.

"CLASS A-3 CHARGED-OFF AMOUNT" means, as of any Monthly Allocation Date, an
amount equal to the product of (i) the Class A-3 Allocation Percentage, (ii) the
Investor Percentage with respect to Loss Amounts for the related Collection
Period and (iii) the Charged-off Amount incurred in respect of such Collection
Period.

"CLASS A-3 DISTRIBUTABLE AMOUNT" means, with respect to any Monthly
Allocation Date, the sum of the Class A-3 Principal Distributable Amount and the
Class A-3 Interest Distributable Amount.

"CLASS A-3 INTEREST CARRYOVER SHORTFALL" means, with respect to any Monthly
Allocation Date, the excess, if any, of (i) the Class A-3 Interest Distributable
Amount for such Monthly Allocation Date plus any outstanding Class A-3 Interest
Carryover Shortfall from the immediately preceding Monthly Allocation Date plus
interest on such outstanding Class A-3 Interest Carryover Shortfall, to the
extent permitted by law, at the Class A-3 Rate from such immediately preceding
Monthly Allocation Date to but not including the current Monthly Allocation
Date, over (ii) the amount of interest distributed to Class A-3
Certificateholders on such current Monthly Allocation Date.

"CLASS A-3 INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Monthly Allocation Date, the product of (i) one-twelfth of the Class A-3 Rate
(or in the case of the first Monthly Allocation Date, of the Class A-3 Rate) and
(ii) the Certificate Balance as of the immediately preceding Monthly Allocation
Date (after giving effect to changes in the Class A-3 Certificate Balance made
on such immediately preceding Monthly Allocation Date) or, in the case of the
first Monthly Allocation Date, the Initial Class A-3 Certificate Balance.

"CLASS A-3 LOSS AMOUNT" means, with respect to any Monthly Allocation Date,
the product of (a) the Class A-3 Allocation Percentage, (b) the Investor
Percentage with regard to Loss Amounts for the related Collection Period, and
(c) the Loss Amount for the related Collection Period.

"CLASS A-3 PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Monthly Allocation Date related to a Collection Period commencing during the
Amortization Period, the amount (if any) that is distributable to the Class A-3
Certificateholders pursuant to Section 3.01(d) of the Securitization Trust
Agreement.

"CLASS A-3 RATE" means ______% per annum.

"CLASS A-3 RESIDUAL VALUE LOSS AMOUNT" means, as of any Monthly Allocation
Date, an amount equal to the product of (i) the Class A-3 Allocation Percentage,
(ii) the Investor Percentage with respect to Loss Amounts for the related
Collection Period and (iii) the Residual Value Loss Amount incurred in respect
of such Collection Period.

"CLASS A-3 TARGETED MATURITY DATE" means _________.

"CLASS A-4 ADDITIONAL LOSS AMOUNT" means, as of any Monthly Allocation
Date, an amount equal to the product of (i) the class A-4 Allocation Percentage,
(ii) the Investor Percentage with respect to Loss Amounts for the related
Collection Period and (iii) the portion of the Additional Loss Amount incurred
in respect of such Collection Period that is allocable to the 1997-A SUBI
Interest.

"CLASS A-4 ALLOCATION PERCENTAGE" means, as of any Monthly Allocation Date,
the Class A-4 Certificate Balance as of the last day of the related Collection
Period as a percentage of the Certificate Balance as of such date.

"CLASS A-4 CERTIFICATE" means one of the Certificates executed and
authenticated by the Securitization Trustee in substantially the form set forth
in the Securitization Trust Agreement.

"CLASS A-4 CERTIFICATE BALANCE" means, initially, the Initial Class A-4
Certificate Balance and, on any date, shall equal the Initial Class A-4
Certificate Balance, reduced by the sum cf (i) all amounts distributed to Class
A-4 Certificateholders in respect of principal of the Class A-4 Certificates on
or prior to such date and (ii) the amount, if any, by which (a) the aggregate of
all Class A-4 Certificate Principal Loss Amounts on or prior to such date
exceeds (b) the aggregate of all Class A-4 Certificate Principal Loss Amounts
reimbursed or deemed reimbursed on or prior to such date.

"CLASS A-4 CERTIFICATE FACTOR" means, with respect to any Monthly
Allocation Date, a seven-digit decimal figure equal to the Class A-4 Certificate
Balance as of the close of business on such Monthly Allocation Date (after
giving effect to all changes in the Class A-4 Certificate Balance made on that
date) divided by the Initial Class A-4 Certificate Balance.

"CLASS A-4 CERTIFICATEHOLDER" means any Holder of a Class A-4 Certificate.

"CLASS A-4 CERTIFICATE PRINCIPAL LOSS AMOUNT" means, with respect to any
Monthly Allocation Date, the amount, if any, by which (i) the sum of the Class
A-4 Loss Amount for the related Collection Period and any previously
unreimbursed Class A-4 Certificate Principal Loss Amount exceeds (ii) the amount
available to be distributed in respect of the Class A-4 Certificates pursuant to
Section 3.03(b)(viii) or (b)(ix) of the Securitization Trust Agreement on such
Monthly Allocation Date.

"CLASS A-4 CERTIFICATE PRINCIPAL LOSS INTEREST AMOUNT" means, with respect
to any Monthly Allocation Date, the aggregate amount of accrued and unpaid
interest (at the Class A-4 Rate) on the aggregate amount of unreimbursed Class
A-4 Certificate Principal Loss Amounts through such Monthly Allocation Date.

"CLASS A-4 CHARGED-OFF AMOUNT" means, as of any Monthly Allocation Date, an
amount equal to the product of (i) the Class A-4 Allocation Percentage, (ii) the
Investor Percentage with respect to Loss Amounts for the related Collection
Period and (iii) the Charged-off Amount incurred in respect of such Collection
Period.

"CLASS A-4 DISTRIBUTABLE AMOUNT" means, with respect to any Monthly
Allocation Date, the sum of the Class A-4 Principal Distributable Amount and the
Class A-4 Interest Distributable Amount.

"CLASS A-4 INTEREST CARRYOVER SHORTFALL" means, with respect to any Monthly
Allocation Date, the excess, if any, of (i) the Class A-4 Interest Distributable
Amount for such Monthly Allocation Date plus any outstanding Class A-4 Interest
Carryover Shortfall from the immediately preceding Monthly Allocation Date plus
interest on such outstanding Class A-4 Interest Carryover Shortfall, to the
extent permitted by law, at the Class A-4 Rate from such immediately preceding
Monthly Allocation Date to but not including the current Monthly Allocation
Date, over (ii) the amount of interest distributed to Class A-4
Certificateholders on such current Monthly Allocation Date.

"CLASS A-4 INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Monthly Allocation Date, the product of (i) one-twelfth of the Class A-4 Rate
(or in the case of the first Monthly Allocation Date, of the Class A-4 Rate) and
(ii) the Certificate Balance as of the immediately preceding Monthly Allocation
Date (after giving effect to changes in the Class A-4 Certificate Balance made
on such immediately preceding Monthly Allocation Date) or, in the case of the
first Monthly Allocation Date, the Initial Class A-4 Certificate Balance.

"CLASS A-4 LOSS AMOUNT" means, with respect to any Monthly Allocation Date,
the product of (a) the Class A-4 Allocation Percentage, (b) the Investor
Percentage with regard to Loss Amounts for the related Collection Period, and
(c) the Loss Amount for the related Collection Period.

"CLASS A-4 PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Monthly Allocation Date related to a Collection Period commencing during the
Amortization Period, the amount (if any) that is distributable to the Class A-4
Certificateholders pursuant to Section 3.01(d) of the Securitization Trust
Agreement.

"CLASS A-4 RATE" means _____% per annum.

"CLASS A-4 RESIDUAL VALUE LOSS AMOUNT" means, as of any Monthly Allocation
Date, an amount equal to the product of (i) the Class A-4 Allocation Percentage,
(ii) the Investor Percentage

with respect to Loss Amounts for the related Collection Period and (iii) the
Residual Value Loss Amount incurred in respect of such Collection Period.

"CLASS A-4 TARGETED MATURITY DATE" means ______.

"CLASS B ADDITIONAL LOSS AMOUNT" means, as of any Monthly Allocation Date,
an amount equal to the product of (i) the Class B Allocation Percentage, (ii)
the Investor Percentage with respect to Loss Amounts for the related Collection
Period and (iii) the portion of the Additional Loss Amount incurred in respect
of such Collection Period that is allocable to the 1997-A SUBI Interest.

"CLASS B ALLOCATION PERCENTAGE" means, as of any Monthly Allocation Date,
the Class B Certificate Balance as of the last day of the related Collection
Period as a percentage of the Certificate Balance as of such date.

"CLASS B CERTIFICATE" means any one of the Certificates executed and
authenticated by the Securitization Trustee in substantially the form set forth
in the Securitization Trust Agreement.

"CLASS B CERTIFICATE BALANCE" means, initially, the Initial Class B
Certificate Balance and, on any date, shall equal the Initial Class B
Certificate Balance, reduced by the sum of (i) all amounts distributed to Class
B Certificateholders in respect of principal of the Class B Certificates on or
prior to such date, (ii) the amount, if any, by which (a) the aggregate of all
Class B Certificate Principal Loss Amounts on or prior to such date exceeds (b)
the aggregate of all Class B Certificate Principal Loss Amounts reimbursed on or
prior to such date, and (iii) the amount, if any, by which (a) the aggregate of
all Class B Certificate Principal Carryover Shortfalls on or prior to such
Monthly Allocation Date exceeds (b) the aggregate of all Class B Certificate
Principal Carryover Shortfall reimbursed on or prior to such date.

"CLASS B CERTIFICATE FACTOR" means, with respect to any Monthly Allocation
Date, a seven-digit decimal figure equal to the Class B Certificate Balance as
of the close of business on such Monthly Allocation Date (after giving effect to
all changes in the Class B Certificate Balance made on that date) divided by the
Initial Class B Certificate Balance.

"CLASS B CERTIFICATE PRINCIPAL CARRYOVER SHORTFALL" means, with respect to
any Monthly Allocation Date (a) with respect to a Collection Period commencing
during the Revolving Period, the amount of principal allocable to the Class B
Certificates that otherwise would have been made available for reinvestment in
additional 1997-A SUBI Assets pursuant to Section 3.02 of the 1997-A Servicing
Supplement and (b) with respect to a Collection Period commencing during the
Amortization Period, the amount of principal allocable or distributable to the
Class B Certificateholders, but which is instead applied as set forth in Section
3.01(b)(viii), (ix) and (x) pursuant to Section 3.01(e)(iii) of the
Securitization Trust Agreement.

"CLASS B CERTIFICATE PRINCIPAL CARRYOVER SHORTFALL INTEREST AMOUNT" means,
with respect to any Monthly Allocation Date, the aggregate amount of interest
accrued at the Class B Certificate Rate on the unreimbursed Class B Certificate
Principal Carryover Shortfall as of the immediately preceding Monthly Allocation
Date from such preceding Monthly Allocation Date to the current Monthly
Allocation Date (to the extent lawful).

"CLASS B CERTIFICATE PRINCIPAL LOSS AMOUNT" means, with respect to any
Monthly Allocation Date, the amount, if any, by which (i) the sum of the Class B
Loss Amount for the related Collection Period and any previously unreimbursed
Class B Certificate Principal Loss Amount exceeds (ii) the amount available to
be distributed to the Class B Certificateholders in respect of principal on such
Monthly Allocation Date pursuant to Section 3.01(b)(xi) or (xii) of the
Securitization Trust Agreement.

"CLASS B CERTIFICATE PRINCIPAL LOSS INTEREST AMOUNT" means, with respect to
any Monthly Allocation Date, the aggregate amount of accrued and unpaid interest
(at the Class B Certificate Rate) on the aggregate amount of unreimbursed Class
B Certificate Principal Loss Amounts (to the extent lawful).

"CLASS B CERTIFICATEHOLDER" means any Holder of a Class B Certificate.

"CLASS B CHARGED-OFF AMOUNT" means, as of any Monthly Allocation Date, an
amount equal to the product of (i) the Class B Allocation Percentage, (ii) the
Investor Percentage with respect to Loss Amounts for the related Collection
Period and (iii) the Charged-off Amount incurred in respect of such Collection
Period.

"CLASS B DISTRIBUTABLE AMOUNT" means, with respect to any Monthly
Allocation Date, the sum of the Class B Principal Distributable Amount and the
Class B Interest Distributable Amount.

"CLASS B INTEREST CARRYOVER SHORTFALL" means, with respect to any Monthly
Allocation Date, the excess, if any, of (i) the Class B Interest Distributable
Amount for such Monthly Allocation Date plus any outstanding Class B Interest
Carryover Shortfall from the immediately preceding Monthly Allocation Date plus
interest on such outstanding Class B Interest Carryover Shortfall, to the extent
permitted by law, at the Class B Certificate Rate from such immediately
preceding Monthly Allocation Date to but not including the current Monthly
Allocation Date over (ii) the amount of interest distributed to Class B
Certificateholders on such current Monthly Allocation Date.

"CLASS B INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any Monthly
Allocation Date, the product of (i) one-twelfth of the Class B Certificate Rate
(or in the case of the first Monthly Allocation Date, of the Class B Certificate
Rate) and (ii) the Class B Certificate Balance as of the immediately preceding
Monthly Allocation Date (after giving effect to changes in the Class B
Certificate Balance made on such immediately preceding Monthly Allocation Date)
or, in the case of the first Monthly Allocation Date, the Initial Class B
Certificate Balance.

"CLASS B LOSS AMOUNT" means, with respect to any Monthly Allocation Date,
the product of (a) the Class B Allocation Percentage, (b) the Investor
Percentage with regard to Loss Amounts for the related Collection Period, and
(c) the Loss Amount with respect to the related Collection Period.

"CLASS B PERCENTAGE" means the Class B Certificate Balance immediately
after the Class A-1 Certificates have been paid in full as a percentage of the
Certificate Balance at such time.

"CLASS B PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any Monthly
Allocation Date related to a Collection Period in the Amortization Period, the
amount (if any) that is distributable to the Class B Certificateholders pursuant
to Section 3.01(d) of the Securitization Trust Agreement.

"CLASS B RATE" means ____% per annum.

"CLASS B RESIDUAL VALUE LOSS AMOUNT" means, as of any Monthly Allocation
Date, an amount equal to the product of (i) the Class B Allocation Percentage,
(ii) the Investor Percentage with respect to Loss Amounts for the related
Collection Period and (iii) the Residual Value Loss Amount with respect to such
Collection Period.

"CLOSING DATE" means _______, 1997.

"CURRENT LIABILITY" means, with respect to any Plan, the present value of
the accrued benefits under the Plan, as set forth in the most recent audited
consolidated financial statements of TMS and its subsidiaries.

"CUTOFF DATE" means August 1, 1997.

"DEFINITIVE CERTIFICATES" means, as of any date of determination, any
Certificates not then outstanding in book-entry form.

"DELINQUENCY PERCENTAGE" means, with respect to any Collection Period,
the percentage equivalent to a fraction, the numerator of which is the number
of Current Contracts as to which, as of the last day of such Collection
Period more than 10% of the Monthly Payment remaining unpaid (including
amounts due on one or more prior Due Dates and including without limitation
because of a check being returned for insufficient funds) 61 days or more
after its Due Date (other than a 1997-A contract as to which an extension has
been granted with respect to such Due Date by the Servicer pursuant to
Section 4.01 of the Titling Trust Agreement), whether or not (a) the related
1997-A Leased Vehicle has been repossessed (or the process of repossession
has been commenced) but has not yet sold or otherwise disposed of during such
Collection Period, or (b) the related Obligor is the subject of bankruptcy or
similar proceedings, and the denominator of which is the aggregate number of
Current Contracts on the last day of such Collection Period.

"DELINQUENCY RATE TEST" means that determination, made on each
Determination Date by the Servicer, of the average of the Delinquency
Percentages for each of the three immediately preceding Collection Periods
(or the months of _____ and _____ in the case of the first Determination
Date, the months of _____ and ______ and the ______ Collection Period in
the case of the second Determination Date, and the month of _____ and the
_____ and _____ Collection Periods in the case of the third Determination
Date). The Delinquency Rate Test will be satisfied if such average is ___%
or less.

"DEPOSIT DATE" means the Business Day immediately preceding each Monthly
Allocation Date.

"DISCOUNT RATE" means __% per annum.

"DISCOUNTED CONTRACT" means a 1997-A Contract with an imputed Lease Rate of
less than __%.

"EARLY AMORTIZATION EVENT" means any of the following events:

(i) failure on the part of the Servicer (i) to make any payment or
deposit required with respect to the 1997-A SUBI, the 1997-A SUBI Interest,
or the Investor Certificates under the Securitization Trust Agreement, the
Titling Trust Agreement or the 1997-A SUBI Supplement or the 1997-A Servicing
Supplement, on or before the date occurring five Business Days after the
payment or deposit is required to be made, or (ii) to deliver a Servicer's
Certificate within ten Business Days after any Determination Date;

(ii) failure on the part of the Transferor or the Servicer duly to
observe or perform in any material respect any other covenants or agreements
of the Transferor or the Servicer set forth in the Securitization Trust
Agreement, the Tiling Trust Agreement, the 1997-A SUBI Supplement or the
1997-A Servicing Supplement, which failure materially and adversely affects
the rights of the holder of the 1997-A SUBI Interest or of the Investor
Certificateholders and which continues unremedied and continues to affect
materially and aversely the rights of the holder of the 1997-A SUBI Interest
or of the Investor Certificateholders for a period of 60 days after the date
on which written notice of such failure, requiring the same to be remedied,
if given (i) to the Transferor or the Servicer, as the case may be, by the
Securitization Trustee or the Titling Trustee, or (ii) to the Transferor or
the Servicer, as the case may be, and to the Securitization Trustee by the
Holders of Investor Certificates evidencing not less than 25% of the
aggregate Percentage Interest;

(iii) any representation or warranty made by TMCC in the SUBI
Certificate Agreement or by the Transferor in the Securitization Trust
Agreement, or the representation and warranty made by the Servicer in Section
2.01 of the 1997-A Servicing Supplement or any certificate given pursuant to
Section 5.01 of the 1997-A Servicing Supplement, shall prove to have been
incorrect in any material respect when made or given, as a result of which
the interests of the holder of the 1997-A SUBI Interest or of the Investor
Certificateholders are materially and adversely affected and which continues
to be incorrect in any material respect and continues to materially and
adversely affect the

interests of the holder of the 1997-A SUBI Interest or of the
Certificateholders for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, is given (i) to
TMCC, the Transferor or the Servicer, as the case may be, by the Trustee or
the Titling Trustee, or (ii) to TMCC, the Transferor or the Servicer, as the
case may be, and to the Trustee by the Holders of Investor Certificates
evidencing not less than 25% of the aggregate Percentage Interest; PROVIDED,
HOWEVER, that an Early Amortization Event pursuant to this subparagraph (iii)
shall not be deemed to have occurred hereunder if the Servicer has made the
deposit contemplated by Section 3.03 of the 1997-A Servicing Supplement and
has reallocated the relevant 1997-A Contract and 1997-A Leased Vehicle to the
UTI Portfolio within the time provided therefor;

(iv) any Insolvency Event relating to the Transferor;

(v) any Lien, other than Liens permitted under the Securitization
Trust Agreement, the Titling Trust Agreement or the 1997-A SUBI Supplement or
the 1997-A Servicing Supplement shall be created on or extend to or otherwise
arise upon or burden the 1997-A SUBI Interest, the 1997-A SUBI Certificate,
or the 1997-A Contracts or the 1997-A Leased Vehicles, or any part thereof
or any interest therein or the proceeds thereof, and not be released or
bonded over within 60 days thereafter;

(vi) the Transferor, the Securitization Trust or the Titling Trust
becomes subject to registration as an "investment company" for purposes of
the Investment Company Act of 1940, as amended;

(vii) the Servicer determines on the last day of any calendar month
(commencing on _________) that the amount of Principal Collections and
reimbursed Loss Amounts that have not been reinvested in Subsequent Contracts
and Subsequent Leased Vehicles as of the last day of the preceding Collection
Period exceeds $1,000,000;

(viii) an Event of Servicing Termination occurs; or

(ix) if on any Distribution Date the aggregate amount withdrawn from
the Reserve Fund and deposited into the SUBI Collection Account on or prior
to such Distribution Date (without giving effect to any deposits into the
Reserve Fund) exceeds $______ (i.e., __% of the Aggregate Net Investment
Value as of the Cutoff Date).

"ELIGIBLE CONTRACT" means a Contract as to which the criteria specified in
the definition of "Eligible Contract" set forth in the Appendix of Definitions
as of the date of the 1997-A SUBI Supplement, and also satisfies the following
criteria as of such date:

(a) such Contract was originated in the United States, after ______,
1996 in the case of the Initial Contracts, and on or before ________, 1997
in the case of the Subsequent Contracts and has a Maturity Date on or after
______ and no later than ______ in the case of the Initial Contracts, and
on or after _______ and ______ no later than ____ in the case of the
Subsequent Contracts;

(b) such Contract was not more than 60 days past due as of the
Cutoff Date or the related Transfer Date, as the case may be, and has not
been deferred more than 4 times or extended by more than 12 months in the
aggregate or otherwise modified except in accordance with the Servicer's
normal credit and collection policies and practices;

(d) such Contract is a finance lease for accounting purposes.

"EVENT OF SERVICING TERMINATION" means any of the following events:

(i) failure by the Servicer to deliver to the Titling Trustee for
distribution to holders of interests in the SUBI or to the Securitization
Trustee for distribution to the Holders of any required payment on the
Certificates as to allocations and distributions, which failure continues
unremedied for three Business Days after discovery of such failure by an officer
of the Servicer or receipt by the Servicer of notice thereof from the
Securitization Trustee, the Titling Trustee or holders of Certificates
evidencing not less than 25% of the Voting Interests of the Class A Certificates
and the Class B Certificates, voting together as a single class;

(ii) failure by the Servicer to deliver to the Titling Trustee or the
Securitization Trustee any report relating to the 1997-A SUBI Sub-Trust and
required to be delivered to it pursuant to the 1997-A SUBI Servicing Supplement
within ten Business Days after discovery or written notice thereof as described
in clause (i) above;

(iii) failure by the Servicer duly to observe or perform in any
material respect any other of its covenants or agreements in the Titling Trust
Agreement or SUBI Servicing Supplement which failure materially and adversely
affects the rights of holders of interests in the SUBI or the Certificateholders
and which continues unremedied for 90 days after discovery or written notice
thereof as described in clause (i) above;

(iv) the occurrence of an Insolvency Event with respect to the Servicer;

(v) any representation, warranty or statement of the Servicer made in
the 1997-A SUBI Servicing Supplement or any certificate, report or other
writing delivered pursuant thereto or to any related Transaction Document
shall prove to be incorrect in any material respect as of the time when the
same shall have been made and such circumstance or condition in respect of
which such representation, warranty or statement was incorrect shall not have
been eliminated or otherwise cured within 30 days after discovery or written
notice thereof as described in clause (i) above;

(vi) the Servicer shall have failed to make an Advance (other than any
Nonrecoverable Advance) at the time and in the amount required by Section 4.05
of the 1997-A SUBI Servicing Supplement, which failure continues for five
Business Days after discovery of such failure by an

officer of the Servicer or within three Business Days after discovery or
written notice thereof as described in clause (i) above; or

(vii) the Servicer shall have failed to perform its obligations under
the 1997-A SUBI Servicing Supplement with respect to maintenance of the
Contingent and Excess Liability Insurance Policies or the Residual Value
Insurance Policy.

Notwithstanding the foregoing, a delay or failure in the performance
referred to under clause (i) or (vi) above for a period of ten Business Days,
or referred to in clause (ii) above for a period of 20 Business Days, or
referred to in clause (v) for a period of 90 days, or referred to in clause
(vii) for a period of 60 days, shall NOT constitute an Event of Servicing
Termination if such delay or failure in performance arises from an event or
circumstance of force majeure.

"EXCESS COLLECTIONS" means, with respect to any Distribution Date, the
amount specified in Section 3.01(b)(xv) of the Securitization Trust Agreement.

"FIRST PRINCIPAL DISTRIBUTION DATE" means the Distribution Date in the
month commencing after the earlier to occur of Amortization Date or an Early
Amortization Event.

"INITIAL CERTIFICATE BALANCE" means the sum of the Initial Class A
Certificate Balance and the Initial Class B Certificate Balance.

"INITIAL CLASS A CERTIFICATE BALANCE" means 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 A-4 Certificate Balance.

"INITIAL CLASS A-1 CERTIFICATE BALANCE" means $ ____.

"INITIAL CLASS A-2 CERTIFICATE BALANCE" means $ _____.

"INITIAL CLASS A-3 CERTIFICATE BALANCE" means $ _____.

"INITIAL CLASS A-4 CERTIFICATE BALANCE" means $ _____.

"INITIAL CLASS B CERTIFICATE BALANCE" means $ ______.

"INITIAL DEPOSIT" means the amount to be deposited in the Reserve Fund by
the Transferor on the Closing Date equal to $________ (___% of the Aggregate
Net Investment Value as of the Cutoff Date).

"INVESTOR CERTIFICATEHOLDER" means any Class A or Class B
Certificateholder.

"INVESTOR CERTIFICATES" means the Class A Certificates and the Class B
Certificates.

"INVESTOR PERCENTAGE" means, with respect to any Collection Period,

(a) as used with respect to Interest Collections and Loss Amounts
allocable to the 1997-A SUBI Interest, the percentage equivalent of a fraction
(not to exceed 100%), the numerator of which is the Certificate Balance as of
the last day of the immediately preceding Collection Period (or, in the case of
the first Collection Period, the Initial Certificate Balance), and the
denominator of which is the Aggregate Net Investment Value as of the last day of
the immediately preceding Collection Period (or, in the case of the first
Collection Period, the Cutoff Date); and

(b) as used with respect to Principal Collections allocable to the 1997-A
SUBI Interest, the percentage equivalent of a fraction (not to exceed 100%), the
numerator of which is the Certificate Balance and the denominator of which is
the Aggregate Net Investment Value, calculated as of the last day of the
Collection Period (i) preceding the Amortization Date (if no Early Amortization
Event occurs prior to such date) or (ii) preceding the month, if any, during
which an Early Amortization Event occurs.

"LIQUIDATED CONTRACT" means a 1997-A Contract that (a) has been the subject
of a Prepayment in full, or otherwise has been paid in full, regardless of
whether all or any part of such payment has been made by the Obligor under the
related 1997-A Lease, the Servicer pursuant to the Servicing Agreement or 1997-A
Servicing Supplement, an insurer pursuant to an Insurance Policy or, in the case
of a 1997-A Contract that is a Charged-off Contract, as to which the Servicer
has determined that the final amounts in respect thereof have been realized.

"LIQUIDATION EXPENSES" means reasonable out-of-pocket expenses incurred by
the Servicer in connection with the realization of the full amounts due or to
become due under any 1997-A Lease, including expenses incurred in connection
with the repossession of any 1997-A Leased Vehicle, the sale or other
disposition of a 1997-A Leased Vehicle, whether upon repossession or upon return
of a 1997-A Leased Vehicle related to a Matured Lease, any collection effort
(whether or not resulting in a lawsuit against the Obligor under such 1997-A
Lease) or any application for Insurance Proceeds.

"LOSS AMOUNT" means, with respect to any Distribution Date, an amount equal
to the sum of the Charged-off Amount, the Residual Value Loss Amount and the
Additional Loss Amount, in each case for the related Collection Period.

"MATURITY ADVANCE" means any advance made by TMCC on any Targeted Maturity
Date with respect to principal distributable on the related Class of Class A
Certificates if on such date the aggregate of amounts available in the
Certificate Account or from Transferor Amounts or Interest Collections to be
paid as principal thereof pursuant to Section 3.01 of the 1997-A Securitization
Trust Agreement are insufficient to pay in full the related Certificate
Principal Balance, in an amount equal to the lesser of (x) such shortfall and
(y) the aggregate of Excess Amounts released to the Transferor during the period
from and including the preceding Targeted Maturity Date (or from the Cutoff Date
in the case of the first Targeted Maturity Date) to such Targeted Maturity Date,
together with the aggregate amount of Available Interest applied to cover such
shortfall on such date.

"MONTHLY ALLOCATION DATE" means the day on which Collections in respect of
the Contracts and Leased Vehicles represented by the SUBI are allocated, and
shall occur on the twenty-fifth day of each month (or, if such day is not a
Business Day, on the next succeeding Business Day) commencing on October 25,
1997.

"MONTHLY PAYMENT EVENT" means (i) the downgrade by Standard & Poor's of
TMCC's short-term debt to a rating less than A-1+, or (ii) the downgrade by
▇▇▇▇▇'▇ of TMCC's short term debt to a rating less than P-1 or TMCC's long term
debt to a rating less than Aa3, unless within ten days of such event alternative
arrangements are made with respect to the investment of Collections to be
invested, and such alternative arrangements are will not result in a downgrade,
modification or qualification of the then current rating of the Rated
Certificates as evidenced by a letter from each of the Rating Agencies.

"NONRECOVERABLE ADVANCE" means any Advance that, in the Servicer's
reasonable judgment, may not be ultimately recoverable by the Servicer from
Matured Leased Vehicle Proceeds, Repossessed Vehicle Proceeds or other
Liquidation Proceeds or Insurance Proceeds (excluding proceeds of any Residual
Value Insurance Policy) or otherwise.

"OUTSTANDING ADVANCES" means, with respect to a 1997-A Contract and the
last day of a Collection Period, the sum of all Advances made on or prior to
such date minus all payments or collections on or prior to such date that are
specified in Section 4.05 of the 1997-A Servicing Supplement as applied to
reimburse unreimbursed or nonrecoverable Advances with respect to such 1997-A
Contract.

"PERCENTAGE INTEREST" means, as to any Investor Certificate, the percentage
obtained by dividing the outstanding principal balance of such Investor
Certificate by the Certificate Balance by the Class A Certificate Balance, the
Class A-1 Certificate Balance, the Class A-2 Certificate Balance, the Class A-3
Certificate Balance, the Class A-4 Certificate Balance or the Class B
Certificate Balance, as the context may require; PROVIDED, HOWEVER, that where
the Percentage Interest is relevant in determining whether the vote of the
requisite percentage of Investor Certificateholders necessary to requisite
percentage of Investor Certificateholders necessary to effect any consent,
waiver, request or demand shall have been obtained, the aggregate Percentage
Interest shall be deemed to be reduced by the amount equal to the Percentage
Interest (without giving effect to this provision) represented by the interests
evidenced by any such Investor Certificate that is registered in the name of the
Transferor, TMCC or any Person controlling, controlled by or under common
control with the Transferor or TMCC.

"PROSPECTUS" means that certain prospectus dated _________, 1997 relating
to the public offering of the Certificates issued by the 1997-A Securitization
Trust.

"REALLOCATION PAYMENT" means the amount required to be deposited by the
Servicer into the 1997-A SUBI Collection Account in connection with any 1997-A
Contract as to which a breach of a representation, warranty or covenant that
materially and adversely affects the owners of interests

in the 1997-A SUBI or the Certificateholders is not cured in all material
respects within 60 days after TMCC discovers such breach or is given notice
thereof, which amount will equal the Discounted Principal Balance of such
Contract as of the last day of the Collection Period during which the related
cure period ended plus an amount equal to any imputed lease charge on such
Contract at the related Lease Rate that was delinquent as of the end of such
Collection Period.

"REQUIRED AMOUNT" means, as of any Deposit Date, the excess of (i) the sum
of any anticipated amounts to be payable as set forth in Section 3.01(b) clauses
(i) through (xiv) of the Securitization Trust Agreement with respect to the
related Distribution Date, over (ii) the product of (A) the Investor Percentage
with respect to Interest Collections and (B) the Interest Collections collected
during or received with respect to the related Collection Period and allocable
to the 1997-A SUBI Interest.

"RESERVE FUND" means the account designated as such and established and
maintained pursuant to Section 3.02 of the Securitization Trust Agreement.

"RESERVE FUND INITIAL DEPOSIT" means $________.

"RESERVE FUND WITHDRAWAL AMOUNT" means, with respect to a Distribution
Date, the lesser of (a) the Required Amount for such Distribution Date and (b)
the amount on deposit in the Reserve Fund.

"RESIDUAL CERTIFICATE" means any Book-Entry Certificate issued on the
Closing Date pursuant to Section 4.01 of the Securitization Trust Agreement to
represent a Certificate having a principal amount less than $1,000.

"RESIDUAL VALUE LOSS AMOUNT" means, as of any Distribution Date, the sum of
(a) the aggregate of the Booked Residual Values of all 1997-A Leased Vehicles
that were included in Matured Leased Vehicle Inventory but that had remained
unsold and not otherwise disposed of by the Servicer for at least three full
Collection Periods as of the last day of such Collection Period and (b) the
excess, if any, of (i) the aggregate of the Booked Residual Values of all 1997-A
Leased Vehicles previously included in Matured Leased Vehicle Inventory that
were sold or otherwise disposed of during such Collection Period over (ii) Net
Matured Vehicle Proceeds for such Collection Period.

"REVOLVING PERIOD" means the period from the Closing Date through the
Business Day preceding the earlier of _________ 1, 1998 or the date of an Early
Amortization Event.

"SECURITIZATION TRUST AGREEMENT" means the Securitization Trust Agreement
dated as of _______ between TLI and First Bank, pursuant to which the
Securitization Trust was formed.

"SECURITIZATION TRUST" means the Toyota Auto Lease Trust 1997-A formed
pursuant to the Securitization Trust Agreement.

"SPECIFIED RESERVE FUND BALANCE" means, with respect to any Distribution
Date, $________, except that, if on any Distribution Date the Charge-off Rate
Test or Delinquency Rate Test is not satisfied, then the Specified Reserve
Fund Balance will be an amount equal to the greater of (a) $_______ and (b)
__% of the Certificate Principal Balance as of such Distribution Date (after
giving effect to distributions in respect of principal to be made on such
Distribution Date); provided, however, that the Specified Reserve Fund
Balance shall in no event be more than the sum of the outstanding principal
amounts of each Class of Certificates.

"SUBSEQUENT CONTRACTS" means those additional retail closed-end lease
contracts in which, during the Revolving Period, payments made on or in respect
of the 1997-A SUBI Assets allocable to principal and certain reimbursed Loss
Amounts will be reinvested.

"SUBSEQUENT LEASED VEHICLES" means the automobiles and light duty trucks
relating to the Subsequent Contracts.

"TMCC DEMAND NOTES" means the unsecured debt obligations of TMCC issued
from time to time as a Permitted Investment pursuant to the terms of the
Indenture dated as of ________, 1997 between TMCC as issuer and ______ as
Indenture Trustee thereunder.

"TMCC INTEREST DEMAND NOTES" means the TMCC Demand Notes in which amounts
in the 1997-A SUBI Certificate Account in respect of interest on the 1997-A SUBI
Assets is invested; each TMCC Interest Demand Note shall mature on the
Certificate Payment Date next succeeding the date of issuance of such TMCC
Interest Demand Note.

"TMCC PRINCIPAL DEMAND NOTES" means the TMCC Demand Notes in which amounts
in the 1997-A SUBI Certificate Account in respect of principal on the 1997-A
SUBI Assets is invested; each TMCC Principal Demand Note shall mature on the
Targeted Maturity Date next succeeding the date of issuance of such TMCC
Principal Demand Note.

"TRANSFER DATE" means any of the one or more Business Days during the
Revolving Period selected by the Servicer on which the Servicer will direct the
Titling Trustee to reinvest Principal Collections and certain reimbursed Loss
Amounts in Subsequent Contracts and Subsequent Leased Vehicles.

"TRANSFEROR" means TLI, in its capacity as transferor under the
Securitization Trust Agreement, and each successor thereto in the same capacity
pursuant to the Securitization Trust Agreement.

"TRANSFEROR AMOUNTS" means, with respect to any Monthly Allocation Date,
amounts available for distribution to the Transferor in respect of the
Transferor Distributable Amount for such Monthly Allocation Date that are
instead distributed pursuant to Section 3.01(e) because of an insufficiency in
the amount of Interest Collections and the Reserve Fund Withdrawal Amount

available to make such distributions on such Distribution Date (as determined
pursuant to Section 3.01(e)).

"TRANSFEROR CERTIFICATE" means the Certificate executed and authenticated
by the Securitization Trustee in substantially the form set forth in the
Securitization Trust Agreement.

"TRANSFEROR DISTRIBUTABLE AMOUNT" means, with respect to any Distribution
Date, the sum of the Transferor Principal Distributable Amount and the
Transferor Interest Distributable Amount.

"TRANSFEROR INTEREST" means, as of any date, an amount equal to (i) the
Aggregate Net Investment Value less (ii) the Certificate Balance.

"TRANSFEROR INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the amount equal to the Transferor Percentage (with respect
to Interest Collections) of all Interest Collections collected during or
received in respect of the related Collection Period allocable to the 1997-A
SUBI Interest, less the Transferor Percentage of Capped Securitization Trust
Administrative Expenses and Uncapped Administrative Expenses.

"TRANSFEROR PERCENTAGE" means, with respect to Interest Collections and
Principal Collections allocable to the 1997-A SUBI Interest, respectively,
received in or with respect to any Collection Period, 100% minus the Investor
Percentage as applied for such Collection Period with respect to such items,
respectively.

"TRANSFEROR PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date related to a Collection Period in the Amortization Period, the
amount equal to the Transferor Percentage (with respect to Principal
Collections) of all Principal Collections collected during or received in
respect of the related Collection Period allocable to the 1997-A SUBI Interest.

"UNALLOCATED PRINCIPAL COLLECTIONS" means, with respect to any
Distribution Date, the amount of any Principal Collections that normally
would be , but are not, included in Transferor Amounts for such Distribution
Date pursuant to Section 3.01(e) of the Securitization Trust Agreement
because the Transferor Interest is less than or equal to zero. Such amounts
instead will be retained in the SUBI Collection Account for allocation or
distribution to Certificateholders on such Distribution Date.

"UNCAPPED ADMINISTRATIVE EXPENSES" means Administrative Expenses that would
be Capped Contingent and Excess Liability Premiums, Capped Titling Trust
Administrative Expenses or Capped Securitization Trust Administrative Expenses,
respectively, except and to the extent that they exceed $____, $____ or $____,
respectively, in any calendar year.

"UNINVESTED PRINCIPAL COLLECTIONS" means, as of the end of the Revolving
Period, any Principal Collections with respect to the Revolving Period (or
amounts treated as Principal Collections pursuant to Section 3.01(b) of the
Securitization Trust Agreement) then on deposit in

the 1997-A SUBI Collection Account that have not been reinvested in
additional 1997-A Contracts and 1997-A Leased Vehicles as contemplated by
Section 3.02 of the 1997-A Servicing Supplement.

"VOTING INTEREST" means, as to any Investor Certificate, the percentage
obtained by dividing the outstanding principal balance of such Investor
Certificate by the Certificate Balance (or by the Class A Certificate Balance,
the Class A-1 Certificate Balance, the Class A-2 Certificate Balance, the Class
A-3 Certificate Balance, the Class A-4 Certificate Balance or the Class B
Certificate Balance, as the context may require); provided, however, that where
the Voting Interest is relevant in determining whether the vote of the requisite
percentage of Investor Certificateholders necessary to effect any consent,
waiver, request or demand shall have been obtained, the aggregate Voting
Interest shall be deemed to be reduced by the amount equal to the Voting
Interest (without giving effect to this provision) represented by the interests
evidenced by any such Investor Certificate that is registered in the name of
TLI, TMCC or any Person controlling, controlled by or under common control with
TLI or TMCC.

1997-A SUBI SUPPLEMENT TO AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT

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