Toyota Motor Credit Corporation: California
Toyota Leasing, Inc.: California
Toyota Lease Trust: Delaware
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6189
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Toyota Motor Credit Corporation: 95-3775816
Toyota Leasing, Inc.: 33-0755530
Toyota Lease Trust: 33-6191745
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Title of Securities to be Registered
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Amount to be Registered(1)
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Proposed Maximum Aggregate Offering Price Per Unit(2)
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Proposed Maximum Aggregate
Offering Price(2)
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Amount of Registration Fee(1)
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Asset-Backed Notes
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$4,000,000,000
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100%
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$4,000,000,000
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$458,400.00
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TMCC Demand Notes
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$1,000,000
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100%
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$1,000,000
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$114.60
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Special Units of Beneficial Interest Certificates (3)
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(4)
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(4)
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(4)
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(4)
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(1) A total registration fee in the amount of $458,514.60 was calculated pursuant to Rule 457(a) of the Securities Act of 1933. The registrant has previously paid a registration fee in the amount of $232.20 in connection with the initial filing of this registration statement. Accordingly, a registration fee in the amount of 458,282.40 is being paid in connection with the present filing of this registration statement.
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(2) Estimated solely for the purpose of calculating the registration fee.
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(3) Each Special Unit of Beneficial Interest (“SUBI”) issued by Toyota Lease Trust will constitute a beneficial interest in specified assets of Toyota Lease Trust, including certain leases and the motor vehicles relating to those leases. The SUBIs are not being offered to investors hereunder. Each Special Unit of Beneficial Interest Certificate (the “SUBI Certificate”) issued by Toyota Lease Trust and representing the related SUBI will be transferred to the applicable Issuing Entity. The SUBI Certificates are not being offered to investors hereunder
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(4) Not applicable.
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You should review carefully the factors described under “Risk Factors” beginning on page S-__ of this prospectus supplement and page __ in the accompanying prospectus. The issuing entity’s main source for payment of the notes will be distributions on a special undivided beneficial interest in lease payments generated by a pool of closed-end motor vehicle lease contracts and the proceeds from the sale of the motor vehicles currently leased under those contracts. The notes are asset backed securities issued by the issuing entity. The notes represent the obligations of the issuing entity only and do not represent the obligations of or interests in Toyota Motor Credit Corporation, Toyota Leasing, Inc., Toyota Lease Trust, Toyota Financial Services Corporation, Toyota Motor Corporation, Toyota Motor Sales, U.S.A., Inc. or any of their affiliates. None of the notes, the certificate representing the special undivided beneficial interest in the pool of leases described herein or the underlying leases are insured or guaranteed by any governmental agency. This prospectus supplement does not contain complete information about the offering of the notes. No one may use this prospectus supplement to offer and sell the notes unless it is accompanied by the prospectus. |
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Initial
Principal
Amount (1)
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Interest
Rate
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Accrual
Method
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Final
Scheduled
Payment Date
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Class A-1 Notes
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$__________
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____%
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Actual/360
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__________, 20__
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Class A-2 Notes
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$__________
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____%
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30/360
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__________, 20__
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Class A-3 Notes
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$__________
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____%
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30/360
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__________, 20__
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Class A-4 Notes
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$__________
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____%
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30/360
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__________, 20__
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Class B Notes
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$__________
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____%
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30/360
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__________, 20__
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Initial Public
Offering Price
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Underwriting
Discounts and Commissions
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Proceeds To
Depositor(2)
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||||
[Per Class A-1 Note
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____%
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____%
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____%]
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Per Class A-2 Note
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____%
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____%
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____%
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Per Class A-3 Note
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____%
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____%
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____%
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|||
Per Class A-4 Note
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____%
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____%
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____%
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[Per Class B Note
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____%
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____%
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____%]
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Total
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$__________(3)
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$__________(3)
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$__________(3)
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(1) [Describe class and amount of any retained notes] [will be retained by Toyota Leasing, Inc. or its affiliate on the closing date.] [To be inserted if any notes are retained.]
(2) Before deducting expenses payable by Toyota Leasing, Inc., estimated to be $__________.
(3) [Calculated using the initial principal amount of the underwritten notes.] [To be inserted if any notes are retained.]
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the notes or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
[Describe class and amount of offered notes] are offered by the underwriters if and when issued by the issuing entity, delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The notes will be delivered in book-entry form through the Depository Trust Company, on or about __________, 201_ against payment in immediately available funds.
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Page
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S-5
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SUMMARY OF MONTHLY DEPOSITS TO AND WITHDRAWALS FROM ACCOUNTS
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S-6
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SUMMARY OF MONTHLY DISTRIBUTIONS OF COLLECTIONS
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S-7
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SUMMARY OF TERMS
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S-8
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RISK FACTORS
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S-22
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OVERVIEW OF THE TRANSACTION
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S-33
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THE ISSUING ENTITY
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S-33
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CAPITALIZATION OF THE ISSUING ENTITY
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S-36
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THE DEPOSITOR
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S-37
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THE SPONSOR, ADMINISTRATOR, SERVICER AND UTI BENEFICIARY
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S-37
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[REALLOCATION HISTORY]
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S-38
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THE TRUSTEES
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S-38
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THE TITLING TRUST AND THE TITLING TRUSTEE
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S-38
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THE SUBI
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S-39
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General
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S-39
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Transfers of the SUBI Certificate
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S-39
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THE SPECIFIED LEASES
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S-40
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General
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S-40
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Characteristics
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S-41
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Residual Values
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S-45
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Calculation of the Securitization Value of the Specified Leases
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S-46
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DELINQUENCIES, REPOSSESSIONS AND NET LOSSES
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S-47
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STATIC POOLS
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S-48
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USE OF PROCEEDS
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S-49
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PREPAYMENT AND YIELD CONSIDERATIONS
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S-49
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WEIGHTED AVERAGE LIVES OF THE NOTES
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S-50
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POOL FACTORS AND TRADING INFORMATION
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S-55
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STATEMENTS TO THE NOTEHOLDERS
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S-55
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DESCRIPTION OF THE NOTES
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S-55
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General
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S-55
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Payments of Interest
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S-56
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Payments of Principal
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S-56
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Allocation of Losses
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S-57
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[Revolving Period]
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S-57
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[Prefunding Period]
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S-58
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Indenture
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S-58
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Notices
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S-58
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Governing Law
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S-58
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Minimum Denominations
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S-58
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PAYMENTS TO NOTEHOLDERS
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S-59
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Calculation of Available Collections
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S-59
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Calculation of Principal Distribution Amounts
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S-59
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Priority of Payments
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S-60
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Payments After Occurrence of Event of Default Resulting in Acceleration
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S-61
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Reserve Account
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S-62
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Subordination
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S-63
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Overcollateralization
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S-63
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[DESCRIPTION OF THE [DERIVATIVE CONTRACT]]
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S-64
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[General
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S-64
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[Credit Enhancement Provider]
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S-64
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DESCRIPTION OF THE TRANSACTION DOCUMENTS
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S-64
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Sale, Assignment, Transfer and Pledge of the SUBI Certificate
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S-64
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Accounts
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S-65
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Servicing Compensation
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S-65
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Collections
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S-65
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Eligible Investments
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S-66
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Net Deposits
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S-67
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Optional Purchase and Redemption of Notes
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S-67
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Liquidation Proceeds
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S-67
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Extensions and Pull-Ahead Program
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S-69
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Notification of Liens and Claims
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S-69
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Removal of Servicer
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S-69
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THE OWNER TRUSTEE[, THE DELAWARE TRUSTEE] AND THE INDENTURE TRUSTEE
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S-70
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General
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S-70
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Duties of the Titling Trustee, the Owner Trustee[, the Delaware Trustee] and the Indenture Trustee
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S-71
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Fees and Expenses
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S-72
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AFFILIATIONS AND RELATED TRANSACTIONS
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S-73
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LEGAL PROCEEDINGS
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S-73
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ERISA CONSIDERATIONS
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S-74
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES
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S-75
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Tax Characterization of the Issuing Entity
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S-76
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Treatment of the Notes as Indebtedness
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S-76
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Tax Status of the Titling Trust
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S-76
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UNDERWRITING
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S-76
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European Economic Area
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S-78
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Capital Requirements Directive
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S-79
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United Kingdom
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S-79
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LEGAL OPINIONS
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S-80
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INDEX OF TERMS
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S-81
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ANNEX A: GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
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A-1
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ANNEX B: STATIC POOL INFORMATION
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B-1
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·
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the accompanying prospectus, which provides general information, some of which may not apply to a particular class of notes, including your notes; and
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·
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this prospectus supplement, which describes the specific terms of your class of notes.
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·
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The special unit of beneficial interest, referred to herein as the SUBI certificate, represents a beneficial interest in specific assets of the titling trust.
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·
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The SUBI certificate represents a beneficial interest in a pool of closed-end Toyota or Lexus passenger car, minivan, light-duty truck or sport utility vehicle leases and the related leased vehicles.
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1
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This chart provides only a simplified overview of the relationships between the key parties to the transaction. For additional information, you should refer to this prospectus supplement and the accompanying prospectus.
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2
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[Describe class and amount of any retained notes] [will be retained by Toyota Leasing, Inc. or its affiliate on the closing date.] [To be inserted if notes are retained.].
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1
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This chart provides only a simplified overview of the monthly deposits to and withdrawals from the trust accounts and the flow of funds to and from the servicer. For additional information, you should refer to this prospectus supplement and the accompanying prospectus.
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Relevant Parties
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Issuing Entity
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Toyota Auto Lease Trust 201_-_, a Delaware statutory trust. The issuing entity will be established by the trust agreement.
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Depositor
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Toyota Leasing, Inc.
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Sponsor, Administrator, Servicer and UTI Beneficiary
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Toyota Motor Credit Corporation.
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Indenture Trustee
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[__________].
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Owner Trustee
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[__________].
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[Delaware Trustee] ]
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[__________].
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Titling Trust (and issuing entity with respect to the SUBI certificate)
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Toyota Lease Trust.
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Titling Trustee
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TMTT, Inc.
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Trust Agent
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U.S. Bank, National Association.
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Relevant Agreements
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Indenture
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The indenture between the issuing entity and the indenture trustee. The indenture provides for the terms of the notes.
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Trust Agreement
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The trust agreement, as amended and restated, [between][among] the depositor[,] [and] the owner trustee [and the Delaware trustee]. The trust agreement governs the creation of the issuing entity and provides for the terms of the certificate.
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Titling Trust Agreement
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The amended and restated trust and servicing agreement, dated as of October 1, 1996, among TMCC, as grantor, UTI beneficiary and servicer, the titling trustee, and the trust agent. The titling trust agreement governs the creation of the titling trust.
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SUBI Trust Agreement
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Collectively, the titling trust agreement, as supplemented by the 201_-_ SUBI supplement, among the titling trustee, TMCC, as grantor, UTI beneficiary and servicer, the titling trustee, the trust agent and the indenture trustee. The SUBI trust agreement governs the titling trust and the issuance of the SUBI certificate.
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Servicing Agreement
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Collectively, the titling trust agreement, as supplemented by the 201_-_ SUBI servicing supplement, among the titling trustee, TMCC, as servicer, and the trust agent. The servicing agreement governs the servicing of the leases and the leased vehicles by the servicer.
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Administration Agreement
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The administration agreement among the administrator, the issuing entity and the indenture trustee. The administration agreement governs the provision of reports by the administrator and the performance by the administrator of other administrative duties for the issuing entity.
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SUBI Certificate Transfer Agreement
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The SUBI certificate transfer agreement between the UTI beneficiary and the depositor, under which the UTI beneficiary’s right, title and interest in the SUBI certificate is sold, assigned and transferred to the depositor.
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Issuer SUBI Certificate Transfer Agreement
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The issuer SUBI certificate transfer agreement between the depositor and the issuing entity, under which the depositor’s right, title and interest in the SUBI certificate is sold, assigned and transferred to the issuing entity.
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Relevant Dates
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Closing Date
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Expected to be __________, 201_.
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Cutoff Date
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The cutoff date for (i) the leases and related leased vehicles in the statistical pool used in preparing the statistical information presented in this prospectus supplement and (ii) the specified leases and specified vehicles allocated to the 201_-_ SUBI on the closing date, is the close of business on __________, 201_.
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Statistical Information
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The statistical information in this prospectus supplement is based on the leases and related leased vehicles in a statistical pool as of the cutoff date. The leases and leased vehicles allocated to the 201_-_ SUBI on the closing date will be selected from the statistical pool and may also include other leases and related leased vehicles owned by the titling trust. The characteristics of the specified leases and specified vehicles allocated to the 20_-_ SUBI on the closing date may not be identical to, but will not differ materially from, the characteristics of the leases and related leased vehicles in the statistical pool described in this prospectus supplement.
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Collection Period
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The period commencing on the first day of the applicable month (or in the case of the first collection period, from, but excluding, the cutoff date) and ending on the last day of the applicable month.
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Payment Dates
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The issuing entity will pay interest and principal on the notes on the [15th] day of each month. If the [15th] day of the month is not a business day, payments on the notes will be made on the next business day. The date that any payment is made is called a payment date. The first payment date is __________, 201_.
A “business day” is any day except:
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Final Scheduled Payment Dates
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The final principal payment for each class of notes is due on the related final scheduled payment date specified on the cover of this prospectus supplement.
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Record Date
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So long as the notes are in book-entry form, the issuing entity will make payments on the notes to the holders of record on the day immediately preceding the related payment date. If the notes are issued in definitive form, the record date will be the last day of the month preceding the related payment date.
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[Revolving Period]
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[From the closing date and on or prior to __________, 20__, certain collections on the specified leases will be used to purchase a beneficial interest in additional leases and the related leased vehicles until the payment date in __________, 20__. Beneficial interests in additional leases and related leased vehicles purchased during the revolving period will equal approximately ____% of the aggregate securitization value as of the cutoff date. Additional beneficial interests in a maximum amount of $__________ may be acquired during the revolving period. The notes will be subject to an interest only period or limited amortization period, which we refer to as a revolving period, which will be followed by an amortization period, during which principal on the notes will be paid. The revolving period may terminate prior to the payment date in __________, 20__ and result in earlier than expected principal repayment of the notes upon the occurrence of [describe any additional events].
[Describe any additional limitations on the ability of the issuing entity to acquire additional leases and leased vehicles and the requirements for such additions in accordance with Item 1103(a)(5) and Item 1111(g) of Regulation AB.]
For additional information, you should refer to “Description of the Notes—Revolving Period” in this prospectus supplement.]
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[Prefunding Period]
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[On the closing date, $__________ received from the sale of the notes will be deposited into a segregated prefunding account. This amount will represent ____% of the aggregate securitization value as of the cutoff date. Following the closing date, and continuing until the payment date in __________, 20__, commonly referred to as the “prefunding period,” the issuing entity will have the ability to purchase beneficial interests in additional leases and related leased vehicles to the extent there are sufficient funds on deposit in the prefunding account. If all amounts on deposit in the prefunding account are not used by the end of the prefunding period, all remaining amounts will be applied as a mandatory prepayment of the notes. The prefunding period may terminate prior to the payment date in __________, 20__ and result in earlier than expected principal repayment of the notes upon the occurrence of [describe any additional events].
[Describe any additional limitations on the ability of the issuing entity to acquire additional leases and related leased vehicles and the requirements for such additions in accordance with Item 1103(a)(5) and Item 1111(g) of Regulation AB.]
For additional information, you should refer to “Description of the Notes—Prefunding Period” in this prospectus supplement.]
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Description of the Notes
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The class A-1 notes, the class A-2 notes, the class A-3 notes and the class A-4 notes are referred to in this prospectus supplement collectively as the “class A notes.” The class A notes together with the class B notes are referred to in this prospectus supplement collectively as the “notes.”
[[Describe class and amount of any retained notes] will be retained by Toyota Leasing, Inc. or its affiliate on the closing date and may be sold at any time directly, including through a placement agent, or through underwriters.] [To be inserted if any notes are retained.]
All of the notes issued by the issuing entity will be secured by the assets of the issuing entity pursuant to the indenture and by funds on deposit in the reserve account.
For a description of how payments of interest on and principal of the notes will be made on each payment date, you should refer to “Description of the Notes” and “Payments to Noteholders” in this prospectus supplement.
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Certificate
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The issuing entity will also issue a certificate representing the equity or residual interest in the issuing entity and the right to receive amounts that remain after the issuing entity makes full payment of interest on and principal of the notes payable on a given payment date, required deposits to the reserve account on that payment date and other required payments. [TMCC or an affiliate] will initially retain the certificate. The certificate is not being offered by this prospectus supplement and the accompanying prospectus.
Any information in this prospectus supplement regarding the certificate is included only for informational purposes to facilitate a better understanding of the notes.
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Minimum Denominations
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The notes will be issued only in denominations of $1,000 or more.
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Registration of the Notes
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You will generally hold your interests in the notes through The Depository Trust Company in the United States, or Clearstream Banking, société anonyme or the Euroclear Bank S.A./N.V, as operator for the Euroclear System. This is referred to as book-entry form. You will not receive a definitive note except under limited circumstances.
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For additional information, you should refer to “Annex A: Global Clearance, Settlement and Tax Documentation Procedures” in this prospectus supplement and “Certain Information Regarding the Notes—Book Entry Registration” in the accompanying prospectus.
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Structural Summary
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Assets of the Issuing Entity;
the 201_-_ SUBI and Statistical
Information
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The primary asset of the issuing entity will consist of the SUBI certificate, which represents the beneficial interest in a pool of closed-end Toyota or Lexus passenger car, minivan, light-duty truck or sport utility vehicle leases, referred to herein as the “specified leases,” the vehicles that are leased under the specified leases, referred to herein as the “specified vehicles,” and related assets, including the right to receive monthly payments under the specified leases and the amounts realized from sales of the specified vehicles, together with amounts in various accounts of the issuing entity, including a reserve account.
The information concerning the leases and the related leased vehicles presented throughout this prospectus supplement is based on the leases and related leased vehicles in the statistical pool described in this prospectus supplement as of the cutoff date. Certain leases and the related leased vehicles in the statistical pool may not be allocated to the 201_-_ SUBI on the closing date because their actual securitization rate is less than the statistical securitization rate. The characteristics of the specified leases and specified vehicles allocated to the 201_-_ SUBI on the closing date may not be identical to, but will not differ materially from, those of the leases and related leased vehicles in the statistical pool as of the cutoff date.
As of the cutoff date, the leases and related leased vehicles in the statistical pool had the following characteristics:
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The “securitization value” of the specified leases will equal the sum of (1) the present value of the remaining monthly payments payable under the specified leases and (2) the present value of the residual values of the specified vehicles as determined by Automotive Lease Guide at the time the related lease contract was originated, each determined using a discount rate equal to the securitization rate. The “securitization rate” for any specified lease and specified vehicle is [____]%. For purposes of presenting the pool information in this prospectus supplement, a statistical securitization rate of [____]% has been used. The actual securitization rate has been established based on, among other things, market interest rates and the assumed interest rates on the notes. |
The SUBI Certificate
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On the closing date, the titling trust will issue a special unit of beneficial interest, which is also called a SUBI, which will constitute a beneficial interest in the specified leases and specified vehicles.
The SUBI certificate will evidence a beneficial interest in the related 201_-_ SUBI assets, and not a direct ownership interest in those 201_-_ SUBI assets. The 201_-_ SUBI assets are the specified leases and the specified vehicles. By holding the SUBI certificate, the issuing entity will be entitled to receive an amount equal to all payments made in respect of the 201_-_ SUBI assets.
The SUBI certificate will be transferred to the issuing entity on the closing date. The SUBI certificate will not be offered to you under this prospectus supplement.
The SUBI certificate will not evidence an interest in any titling trust assets other than the 201_-_ SUBI assets, and payments made on or in respect of all other titling trust assets will not be available to make payments on the notes or the certificate.
For additional information regarding the issuing entity’s property, you should refer to “The SUBI” and “The Specified Leases” in this prospectus supplement and “The Issuing Entity Property” in the accompanying prospectus.
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Removal of Assets
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The servicer may be required to reallocate from the 201_-_ SUBI certain leases and leased vehicles if, among other things, (1) there is a breach of the representations and warranties or agreements relating to those leases or leased vehicles and such breach materially and adversely affects the interests of the issuing entity and such breach is not timely cured, (2) the servicer extends a lease so that it matures later than the last day of the collection period preceding the final scheduled payment date of the latest maturing class of notes or (3) the related lessee moves to a state that is not a state in which the titling trust has all licenses, if any, necessary to own and lease vehicles and the titling trustee does not have such licenses for such state within 90 days of the servicer becoming aware of such move. In addition, the servicer may purchase any leased vehicle for which the related lease has reached its maturity date pursuant to the terms of the servicing agreement. |
[Exceptions to Underwriting Criteria]
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[For a series of notes having an initial bona fide offering on or after December 31, 2011 and to the extent required by Item 1111(a)(8) of Regulation AB, if any leases in the pool deviate from the disclosed underwriting criteria, or any leases in the sample or leases otherwise known to deviate if only a sample was reviewed, disclose (1) how those leases deviate from the disclosed underwriting criteria, (2) data on the amount and characteristics of those leases that did not meet the disclosed standards, (3) which entity or entities determined that those leases should be included in the pool, despite not having met the disclosed underwriting standards, and (4) what factors were used to make the determination, such as compensating factors or a determination that the exception was not material. For additional information, you should refer to “The Specified Leases—Characteristics” in this prospectus supplement.] |
Servicing and Servicer Compensation
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Toyota Motor Credit Corporation will act as servicer for the leases and leased vehicles owned by the titling trust. The servicer will handle all collections, administer defaults and delinquencies and otherwise service the specified leases and the specified vehicles. On each payment date, the issuing entity will pay the servicer a monthly fee equal to one-twelfth of ____% multiplied by the aggregate securitization value as of the first day of the related collection period (or, in the case of the first payment date, __________ of ____% multiplied by the aggregate securitization value as of the cutoff date). The servicer will also receive additional servicing compensation in the form of certain investment earnings, late fees, extension fees and other administrative fees and expenses or similar charges received by the servicer during such month.
For additional information regarding the compensation payable to the servicer, you should refer to “Description of the Transaction Documents—Servicing Compensation and Payment of Expenses” in the accompanying prospectus.
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Trustee Fees and Expenses
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Each trustee will be entitled to a fee (and will be entitled to be reimbursed for all costs and expenses incurred) in connection with the performance of its respective duties. The trustee fees (and associated costs and expenses) will be paid directly by the servicer from amounts received as the servicing fee or paid directly by the sponsor.
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Interest and Principal Payments |
Interest Rates
The notes will bear interest for each interest accrual period at the interest rates specified on the cover of this prospectus supplement.
Interest Accrual
The class A-1 notes will accrue interest on an actual/360 basis from (and including) a payment date to (but excluding) the next payment date, except that the first interest accrual period will be from (and including) the closing date to (but excluding) __________, 201_. This means that the interest due on each payment date will be the product of: (i) the outstanding principal amount, (ii) the interest rate, and (iii) the actual number of days since the previous payment date (or, in the case of the first payment date, since the closing date) divided by 360.
The notes (other than the class A-1 notes) will accrue interest on a 30/360 basis from (and including) the [15th] day of each calendar month to (but excluding) the [15th] day of the succeeding calendar month, except that the first interest accrual period will be from (and including) the closing date to (but excluding) __________, 201_. This means that the interest due on each payment date will be the product of: (i) the outstanding principal amount, (ii) the interest rate, and (iii) 30 (or, in the case of the first payment date, ____) divided by 360.
If noteholders of any class do not receive all interest owed on their notes on any payment date, the issuing entity will make payments of interest on later payment dates to make up the shortfall (together with interest on such amounts at the applicable interest rate for such class, to the extent permitted by law) to the extent funds are available to do so pursuant to the payment priorities described in this prospectus supplement. If the full amount of interest due on any of the outstanding classes of the class A notes, for as long as any class A notes are outstanding, and thereafter, on the class B notes outstanding is not paid within five business days of a payment date, an event of default also will occur which may result in acceleration of the notes. |
For additional information regarding the payment of interest on the notes, you should refer to “Description of the Notes—Payments of Interest” and “Payments to Noteholders” in this prospectus supplement.
Principal Payments
On each payment date, except after the acceleration of the notes following an event of default, from the amounts allocated to the noteholders to pay principal described in clauses (3), (5) and (7) under “—Priority of Payments” below, the issuing entity will pay principal of the notes in the following order of priority:
(1) to the class A-1 notes until the principal amount of the class A-1 notes is reduced to zero; then
(2) to the class A-2 notes until the principal amount of the class A-2 notes is reduced to zero; then
(3) to the class A-3 notes until the principal amount of the class A-3 notes is reduced to zero; then
(4) to the class A-4 notes until the principal amount of the class A-4 notes is reduced to zero; and then
(5) to the class B notes until the principal amount of the class B notes is reduced to zero.
If the notes are declared to be due and payable following the occurrence of an event of default, the issuing entity will pay principal of the notes from funds allocated to the noteholders, first, to the class A-1 notes until the principal amount of the class A-1 notes is reduced to zero, second, pro rata, based upon their respective unpaid principal amounts, to the class A-2 notes, the class A-3 notes and the class A-4 notes until the principal amount of each such class of notes is reduced to zero, and third, to the class B notes until the principal amount of the class B notes is reduced to zero.
All outstanding principal and interest with respect to a class of notes will be payable in full on its final scheduled payment date.
For additional information regarding the payment of principal of the notes, you should refer to “Payments to Noteholders” in this prospectus supplement.
Priority of Payments
On each payment date, except after the acceleration of the notes following an event of default, the issuing entity will make payments from available collections received during the related collection period (or, if applicable, amounts withdrawn from the reserve account). The issuing entity generally will make payments on each such payment date in the following order of priority:
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1. Servicing Fee –– The servicing fee payable to the servicer (including any supplemental servicing fee);
2. Class A Note Interest –– To the class A noteholders (pro rata based upon the aggregate amount of interest due to such noteholders), accrued and unpaid interest on each class of class A notes;
3. Note Principal –– To the noteholders, to be paid in the priority described under “—Principal Payments” above, the first priority principal distribution amount;
The “first priority principal distribution amount” means, with respect to any payment date, an amount equal to the excess, if any, of (a) the aggregate outstanding principal amount of the class A notes as of such payment date (before giving effect to any principal payments made on the class A notes on such payment date), over (b) the aggregate securitization value as of the last day of the related collection period; provided, that, for the final scheduled payment date of any class of class A notes, the “first priority principal distribution amount” will not be less than the amount necessary to reduce the outstanding principal amount of such class of class A notes to zero;
4. Class B Note Interest –– To the class B noteholders (based upon the aggregate amount of interest due to such noteholders), accrued and unpaid interest on the class B notes;
5. Note Principal –– To the noteholders, to be paid in the priority described under “—Principal Payments” above, the second priority principal distribution amount;
The “second priority principal distribution amount” means, with respect to any payment date, an amount equal to (a) the excess, if any, of (i) the aggregate outstanding principal amount of the class A notes and class B notes as of such payment date (before giving effect to any principal payments made on the class A notes and class B notes on such payment date), over (ii) the aggregate securitization value as of the last day of the related collection period, minus (b) the first priority principal distribution amount for such payment date; provided, that, for the final scheduled payment date of the class B notes, the “second priority principal distribution amount” will not be less than the amount necessary to reduce the outstanding principal amount of the class B notes to zero;
6. Reserve Account Deposit –– To the extent amounts then on deposit in the reserve account are less than the specified reserve account balance described below under “Credit Enhancement—Reserve Account,” to the reserve account, until the amount on deposit in the reserve account equals such specified reserve account balance;
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7. Note Principal –– To the noteholders, to be paid in the priority described under “—Principal Payments” above, the regular principal distribution amount;
The “regular principal distribution amount” means, with respect to any payment date, an amount equal to (a) the excess, if any, of (i) the aggregate outstanding principal amount of the notes as of such payment date (before giving effect to any principal payments made on the notes on such payment date), over (ii) the aggregate securitization value as of the last day of the related collection period less the overcollateralization target amount, minus (b) the sum of the first priority principal distribution amount and the second priority principal distribution amount for such payment date; and
8. Excess Amounts –– Any remaining amounts to the certificateholder.
For additional information regarding the priority of payments on the notes, including after the acceleration of the notes following an event of default, you should refer to “Payments to Noteholders—Calculation of Available Collections” and “—Priority of Payments” in this prospectus supplement.
Final Scheduled Payment Dates
The issuing entity is required to pay the outstanding principal amount of each class of notes in full on or before the related final scheduled payment date specified on the cover of this prospectus supplement.
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Events of Default
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Each of the following will constitute an event of default under the indenture:
(a) a default for five business days or more in the payment of any interest on any of the outstanding classes of the class A notes, for as long as any class A notes are outstanding, and thereafter, on the class B notes outstanding;
(b) a default in the payment in full of the principal of any note on its final scheduled payment date;
(c) a default in the observance or performance of any covenant or agreement of the issuing entity made in the indenture which materially and adversely affects the noteholders, subject to notice and cure provisions;
(d) any representation or warranty made by the issuing entity in the indenture having been incorrect in a material respect as of the time made, subject to notice and cure provisions; or
(e) certain events of bankruptcy, insolvency, receivership or liquidation of the issuing entity;
provided, however, that a delay in or failure of performance referred to in clause (a), (b), (c) or (d) above will not constitute an event of default for a period of 30 days after the applicable cure period under the indenture if that delay or failure was caused by force majeure or other similar occurrence.
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If an event of default under the indenture should occur and be continuing, the indenture trustee or the holders representing a majority of the aggregate principal amount of the outstanding classes of the class A notes, for as long as any class A notes are outstanding, and thereafter, the class B notes then outstanding (excluding for these purposes the outstanding principal amount of any notes held of record or beneficially owned by Toyota Motor Credit Corporation, Toyota Leasing, Inc. or any of their affiliates) acting together as a single class may declare the principal of the notes to be immediately due and payable.
For additional information regarding the events of default, you should refer to “Description of the Notes—Indenture—Events of Default; Rights Upon Event of Default” in this prospectus supplement and “Description of the Notes—The Indenture—Events of Default; Rights Upon Event of Default” in the accompanying prospectus.
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Credit Enhancement
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Credit enhancement is intended to protect you against losses and delays in payments on your notes. If losses on the specified leases, residual losses on the specified vehicles and other shortfalls in cash flows exceed the amount of available credit enhancement, such losses will not be allocated to write down the principal amount of any class of notes. Instead, the amount available to make payments on the notes will be reduced to the extent of such losses. The credit enhancement for the notes is:
If the credit enhancement is not sufficient to cover all amounts payable on the notes, notes having a later scheduled final payment date generally will bear a greater risk of loss than notes having an earlier final scheduled payment date. For additional information, you should refer to “Risk Factors—Payment priorities increase risk of loss or delay in payment to certain classes of notes,” “Risk Factors—Because the issuing entity has limited assets, there is only limited protection against potential losses” and “Payments to Noteholders” in this prospectus supplement.
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Reserve Account
On each payment date, funds will be withdrawn from the reserve account (1) to cover shortfalls in the amounts required to be paid on that payment date with respect to clauses one through five under “—Priority of Payments” above and (2) to pay principal on any class of notes on the final scheduled payment date of that class of notes.
On the closing date, the depositor will cause to be deposited $__________ into the reserve account, which is approximately ____% of the aggregate securitization value as of the cutoff date. On each payment date, after making required payments to
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the servicer and the noteholders, available collections will be deposited into the reserve account to the extent necessary to maintain the amount on deposit in the reserve account at the specified reserve account balance.
On any payment date prior to an event of default that results in an acceleration of the maturity of the notes, if the amount in the reserve account exceeds the specified reserve account balance, the excess will be distributed to the depositor. The “specified reserve account balance” is, on any payment date, the lesser of (a) $__________ (which is approximately ____% of the aggregate securitization value as of the cutoff date) and (b) the aggregate outstanding balance of the notes after giving effect to all payments of principal on that payment date. In addition, on any payment date prior to an event of default that results in an acceleration of the maturity of the notes, investment income on the amounts on deposit in the reserve account will be distributed to the depositor.
For additional information regarding the reserve account, you should refer to “Payments to Noteholders—Reserve Account” in this prospectus supplement.
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Overcollateralization
Overcollateralization represents the amount by which the aggregate securitization value exceeds the aggregate outstanding principal amount of the notes. [The aggregate securitization value as of the cutoff date is expected to be approximately equal to the aggregate principal amount of the notes on the closing date.]
The application of funds according to clause (7) under “Interest and Principal Payments—Priority of Payments” above is designed to achieve and maintain the level of overcollateralization as of any payment date to a target amount of ____% of the aggregate securitization value on the cutoff date. This amount is referred to in this prospectus supplement as the “overcollateralization target amount.”
The overcollateralization will be available as an additional source of funds to absorb losses on the specified leases and specified vehicles.
For additional information regarding overcollateralization, you should refer to “Payments to Noteholders—Overcollateralization” in this prospectus supplement.
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Subordination
Payments of interest on the class B notes will be subordinated to payments of interest on the class A notes and certain other payments on that payment date (including principal payments of the class A notes in specified circumstances). No payments of principal will be made on the class B notes until the principal of and interest on the class A notes has been paid in full.
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If an event of default occurs and payment of the notes has been accelerated, no payments of interest or principal will be made on the class B notes until the class A notes are paid in full. Consequently, the holders of the class B notes will incur losses and shortfalls because of delinquencies and losses on the specified leases and specified vehicles before the holders of the class A notes incur those losses and shortfalls.
While any class A notes are outstanding, the failure to pay interest on the class B notes will not be an event of default.
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Optional Purchase
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The [servicer] may, at its option, purchase the interest in the 201_-_ SUBI evidenced by the SUBI certificate from the issuing entity on any payment date if, as of the last day of the related collection period, the aggregate securitization value is less than or equal to 5% of the aggregate securitization value as of the cutoff date.
For additional information, you should refer to “Description of the Transaction Documents—Optional Purchase and Redemption of Notes” in this prospectus supplement.
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[Credit Enhancement Provider]
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[__________ will be the credit enhancement provider under the [describe applicable agreement(s)]. The credit enhancement provider under the [applicable agreement] provides protection against losses on the related notes.]
[Insert additional information describing the credit enhancement provider in accordance with Item 1103(a)(3)(ix), Item 1114 and Item 1115 of Regulation AB, as applicable.]
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[Derivative Contracts]
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[On the closing date, the issuing entity will enter into a [describe derivative type] under a [describe applicable agreement] with __________, as counterparty. Under each [derivative] transaction, on each payment date the issuing entity will be obligated to [insert specific details of the derivative contract as required by Item 1115 of Regulation AB] and the counterparty will be obligated to [insert specific details of the derivative contract as required by Item 1115 of Regulation AB]. Payments on the [derivative] transactions, if any, will be made on a net basis between the issuing entity and the [derivative] counterparty.]
[If the counterparty’s long-term or short-term ratings cease to be at the levels required by [the relevant rating agencies], the counterparty will be obligated to assign the [derivative contract], provide an eligible guarantee, post collateral or establish other arrangements satisfactory to those rating agencies to secure its obligations under the [derivative contract], arrange for an eligible substitute [derivative] counterparty satisfactory to the issuing entity or perform a combination of the aforementioned actions.]
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CUSIP Numbers
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Class A-1 Notes: __________
Class A-2 Notes: __________
Class A-3 Notes: __________
Class A-4 Notes: __________
Class B Notes: __________
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Tax Status
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Subject to important considerations described under “Certain Federal Income Tax Consequences” in this prospectus supplement and “Certain Federal Income Tax Consequences” and “Certain State Tax Consequences” in the accompanying prospectus, Bingham McCutchen LLP, special tax counsel to the issuing entity, will deliver its opinion that:
If you purchase the notes, you will agree to treat the notes as debt for federal and state income tax, franchise tax and any other tax measured in whole or in part by income.
For additional information regarding the application of federal income and state tax laws to the issuing entity and the notes, you should refer to “Certain Federal Income Tax Consequences” in this prospectus supplement and “Certain Federal Income Tax Consequences” and “Certain State Tax Consequences” in the accompanying prospectus.
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ERISA Considerations
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The notes sold to parties unaffiliated with the issuing entity may be purchased by employee benefit plans and individual retirement accounts, subject to those considerations discussed under “ERISA Considerations” in this prospectus supplement and in the accompanying prospectus.
For additional information, you should refer to “ERISA Considerations” in this prospectus supplement and in the accompanying prospectus. If you are a benefit plan fiduciary considering purchase of the notes you should, among other things, consult with your counsel in determining whether all required conditions have been satisfied.
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Eligibility for Purchase by Money Market Funds
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The class A-1 notes have been structured to be eligible securities for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940, as amended. Rule 2a-7 includes additional criteria for investments by money market funds, some of which have recently been amended, including additional requirements relating to portfolio maturity, liquidity and risk diversification. Money market funds contemplating a purchase of class A-1 notes should consult their counsel before making a purchase.
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The notes are not suitable
investments for all investors.
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The notes are not a suitable investment for any investor that requires a regular or predictable schedule of payments or payment on specific dates. The notes are complex investments that involve a high degree of risk and should be considered only by sophisticated investors. We suggest that only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of an investment and the interaction of these factors should consider investing in the notes.
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The absence of a secondary market for the notes or a lack of liquidity in the secondary markets could limit your ability to resell the notes or adversely affect the market value of your notes.
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The notes will not be listed on any securities exchange. Therefore, to sell your notes, you must first locate a willing purchaser. The underwriters may, but are not obligated to, provide a secondary market for the notes and even if the underwriters make a market in the notes, the underwriters may stop making offers at any time. In addition, the prices offered, if any, may not reflect prices that other potential purchasers would be willing to pay, were they to be given the opportunity.
Recent and, in some cases, continuing events in the global financial markets, including the failure, acquisition or government seizure of several major financial institutions, the establishment of government bailout programs for financial institutions, problems related to subprime mortgages and other financial assets, the de-valuation of various assets in secondary markets, the forced sale of asset-backed and other securities as a result of the de-leveraging of structured investment vehicles, hedge funds, financial institutions and other entities, the lowering of ratings on certain asset-backed securities, periods of increased volatility in global stock markets, the lowering of the sovereign credit rating of the United States by Standard & Poor’s Ratings Services, and increases in perceived risk of default by European sovereign entities, caused a significant reduction in liquidity in the secondary market for asset-backed securities. There can be no assurance that future events will not occur that could have a similar adverse effect on liquidity of the secondary market. Periods of illiquidity in the secondary market could adversely affect the value of your notes and limit your ability to locate a willing purchaser of your notes. Accordingly, you may not be able to sell your notes when you want to do so or you may be unable to obtain the price that you wish to receive for your notes and, as a result, you could suffer a loss on your investment.
[In addition, the issuance and offering of the notes may not comply with the requirements of Article 122a of the Capital Requirements Directive 2006/48/EC (as amended by Directive 2009/111/EC) (the “Article 122a”). Lack of compliance with Article 122a may preclude certain investors from purchasing the notes. As a result, you may be unable to obtain the price that you wish to receive for your notes or you may suffer a loss on your investment. For additional information, you should refer to “Underwriting—Capital Requirements Directive” in this prospectus supplement.]
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Continuing economic developments may adversely affect the performance and market value of your notes.
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Over the past few years, the United States has experienced a period of economic slowdown and a recession that may adversely affect the performance and market value of your notes. During the economic slowdown, elevated unemployment, decreases in home values and lack of available credit led to increased delinquency and default rates by lessees, as well as decreased consumer demand for automobiles, increased return rates, declining market values of off-lease automobiles, and an increase in the amount of losses on leased vehicles returned at lease end and defaulted leases. If the economic downturn worsens, or continues for an extended period of time, delinquencies and losses on the specified leases could increase again, which could result in losses on your notes.
Additionally, higher future energy and fuel prices could reduce the amount of disposable income that the affected lessees have available to make monthly payments on their automobile finance contracts. Higher energy costs could also cause business disruptions, which could cause unemployment and a further or deepening economic downturn. Such lessees could potentially become delinquent in making monthly payments or default if they were unable to make payments due to increased energy or fuel bills or unemployment. The issuing entity’s ability to make payments on the notes could be adversely affected if the related lessees were unable to make timely payments.
Delinquencies and losses with respect to automobile finance contracts may increase during the term of your notes. These increases in delinquencies and losses may be related to the weakness in the residential housing market where increasing numbers of individuals have defaulted on their residential mortgage loans. For delinquency and loss information regarding certain automobile leases originated and serviced by Toyota Motor Credit Corporation (“TMCC”), you should refer to “Delinquencies, Repossessions and Net Losses” and “Static Pools” in this prospectus supplement.
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Federal financial regulatory legislation could have an adverse effect on Toyota Motor Credit Corporation, the titling trust, the depositor and the issuing entity, which could result in losses or delays in payments on your notes.
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On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”), which generally took effect on July 22, 2010, except that many provisions will not take effect for a year or more and many will require implementing regulations to be issued. The Dodd Frank Act, amongst other things:
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The Dodd Frank Act affects the offering, marketing and regulation of consumer financial products and services offered by financial institutions, which may include TMCC. The BCFP will have supervision, examination and enforcement authority over the consumer financial products and services of certain non-depository institutions and large insured depository institutions, including the ability to define and regulate unfair and deceptive practices. This may result in increased cost of operations due to greater regulatory oversight, supervision and examination and limitations on TMCC’s ability to expand product and service offerings due to stricter consumer protection laws and regulations.
The Dodd Frank Act increases the regulation of the securitization markets. For example, it will require securitizers or originators to retain an economic interest in a portion of the credit risk for any asset that they securitize or originate. It will also give broader powers to the SEC to regulate credit rating agencies and adopt regulations governing these organizations and their activities.
Compliance with the implementing regulations under the Dodd Frank Act or the oversight of the SEC or BCFP may impose costs on, create operational constraints for, or place limits on pricing with respect to finance companies such as TMCC or its affiliates. Until implementing regulations are issued, no assurance can be given that these new requirements imposed by the Dodd Frank Act will not have a significant impact on the servicing of the specified leases and the specified vehicles, and on the regulation and supervision of TMCC, the depositor, the titling trust, the issuing entity or their respective affiliates.
Additionally, no assurances can be given that the liquidation framework for the resolution of “covered financial companies” would not apply to TMCC or its affiliates, including the depositor, the titling trust and the issuing entity. For additional information, you should refer to “Certain Legal Aspects of the Titling Trust and the SUBI—Dodd-Frank Act Orderly Liquidation Authority Provisions—Potential Applicability to TMCC, the Depositor, the Titling Trust and Issuing Entities” in the accompanying prospectus.
If the Federal Deposit Insurance Corporation (the “FDIC”) were appointed receiver of TMCC, the depositor, the titling trust or the issuing entity under the Orderly Liquidation Authority provisions (“OLA”) of the Dodd-Frank Act, the FDIC could repudiate contracts deemed burdensome to the estate, including secured debt. TMCC has structured the transfers of the SUBI certificate to the depositor and the related issuing entity as a valid and perfected sale under applicable state law and under the Bankruptcy Code to mitigate the risk of the recharacterization of the sale as a security interest to secure debt of TMCC. Any attempt by the FDIC to recharacterize the transfer of the receivables as a security interest to secure debt that the FDIC then repudiates would cause delays in payments or losses on the notes. In addition, if an issuing entity were to become subject to the OLA, the FDIC may repudiate the debt of an issuing entity and the related noteholders would have a secured claim in the receivership of the issuing entity. Also, if the issuing entity were subject to OLA, noteholders would not be permitted to accelerate the debt, exercise remedies against the collateral or replace the servicer without the FDIC’s consent for 90 days after the receiver is appointed. As a result of any of these events, delays in payments on the notes would occur and possible reductions in the amount of those payments could occur. For additional information, you should refer to “Certain Legal Aspects of the Receivables – Dodd-Frank Act Orderly Liquidation Authority Provisions – FDIC’s Repudiation Power Under the OLA” in the accompanying prospectus. |
Payment priorities increase risk of loss or delay in payment to certain classes of notes.
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Based on the priorities described under “Payments to Noteholders” in this prospectus supplement, classes of notes that receive principal payments before other classes will be repaid more rapidly than the other classes. Because principal of the notes will be paid sequentially, except in the case of the class A-2, class A-3 and class A-4 notes after the acceleration of notes following an event of default, classes of notes that have higher sequential numerical class designations or higher alphabetical sequential class designations will be outstanding longer and therefore will be exposed to the risk of losses on the specified leases and specified vehicles during periods after other classes have been receiving most or all amounts payable on their notes, and after which a disproportionate amount of credit enhancement may have been applied and not replenished.
Because of the priority of payment on the notes, the yields of the higher numerically designated classes or higher alphabetically designated classes will be more sensitive to losses on the specified leases and specified vehicles and the timing of such losses than the lower numerically designated classes and lower alphabetically designated classes. Accordingly, the class A-2 notes will be more sensitive to losses on the specified leases and specified vehicles and the timing of such losses than the class A-1 notes; the class A-3 notes will be relatively more sensitive to losses on the specified leases and specified vehicles and the timing of such losses than the class A-1 notes and the class A-2 notes; the class A-4 notes will be relatively more sensitive to losses on the specified leases and specified vehicles and the timing of such losses than the class A-1 notes, the class A-2 notes and the class A-3 notes; and the class B notes will be relatively more sensitive to losses on the specified leases and specified vehicles and the timing of such losses than the class A notes. If the actual rate and amount of losses exceed your expectations, and if amounts in the reserve account are insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than anticipated, and you could suffer a loss.
Classes of notes that receive payments earlier than expected are exposed to greater reinvestment risk, and classes of notes that receive principal later than expected are exposed to greater risk of loss. In either case, the yields on your notes could be materially and adversely affected.
In addition, the notes are subject to risk because payments of principal and interest on the notes on each payment date are subordinated to the servicing fee due to the servicer. This subordination could result in reduced or delayed payments of principal and interest on the notes.
For additional information, you should refer to “Because the issuing entity has limited assets, there is only limited protection against potential losses” below.
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The class B notes are subject to greater risk because of subordination.
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The class B notes are subordinated to the class A notes and are more likely to be impacted by delinquent payments and defaults on the specified leases and specified vehicles than the classes of notes having an earlier final scheduled payment date. Interest payments on the class B notes on each payment date will be subordinated to interest payments on the class A notes and principal payments to the class A notes in an amount equal to the first priority principal distribution amount.
In addition, in the event the notes are declared to be due and payable after the occurrence of an event of default resulting from the failure to make a payment on the notes, no interest will be paid to the class B notes until all principal of and interest on the class A notes have been paid in full.
Principal payments on the class B notes will be subordinated in priority to the class A notes, as described under “Description of the Notes—Payments of Principal” in this prospectus supplement. No principal will be paid on the class B notes until all principal of the class A notes has been paid in full. In addition, principal payments on the class B notes will be subordinated to payments of interest on the class A notes and the class B notes. For additional information, you should refer to “Description of the Notes—Payments of Principal” in this prospectus supplement.
Therefore, if there are insufficient amounts available to pay all classes of notes the amounts due on such classes, delays in payments or losses will be borne by the most junior class of notes outstanding.
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The timing of principal payments is uncertain.
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The amount of distributions of principal on the notes and the time when you receive those distributions depend on the rate of payments and losses relating to the specified leases and the specified vehicles, which cannot be predicted with certainty. Those principal payments may be regularly scheduled monthly payments or unscheduled payments like those resulting from prepayments or liquidations of defaulted specified leases. Additionally, the servicer may be required to make payments relating to specified leases and specified vehicles under some circumstances, and will have the right under certain circumstances to purchase all assets of the issuing entity and thus cause an optional redemption of the notes. Each of these payments will have the effect of shortening the average lives of the notes. You will bear any reinvestment risks resulting from a faster or slower rate of payments of the specified leases and the specified vehicles. |
Prepayments on specified leases, reallocations of specified leases and specified vehicles and the optional purchase of the SUBI certificate may cause prepayments on the notes, resulting in reduced returns on your investment and reinvestment risk to you.
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You may receive payment of principal on your notes earlier than you expected. If that happens, you may not be able to reinvest the principal you receive at a rate as high as the rate on your notes. Prepayments on the specified leases will shorten the life of the notes to an extent that cannot be predicted.
Prepayments may occur for a number of reasons. Some prepayments may be caused by the lessees under the specified leases. For example, lessees may:
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Some prepayments may be caused by the servicer. For example, the servicer will make representations and warranties regarding the specified leases and specified vehicles, and will agree to take or refrain from taking certain actions with respect to the specified leases and specified vehicles. If the servicer breaches a representation, warranty or agreement and the breach materially and adversely affects the issuing entity’s interests in the related specified lease and leased vehicle and is not be remedied within 90 days of the notice thereof, it will be required to reallocate such specified lease and specified vehicle from the 201_-_ SUBI.
The servicer will also be required to reallocate a specified lease from the 201_-_ SUBI if the lessee of a specified lease moves to a state that is not a state in which the titling trust has all licenses, if any, necessary to own and lease vehicles and the titling trust does not have such licenses for such state within 90 days of the servicer becoming aware of such move. [As of the date of this prospectus supplement, the titling trust is only licensed to own and lease vehicles in __ states.] The titling trust will have no obligation to obtain licenses to own and lease vehicles in any additional states. Accordingly, noteholders will bear the risk that specified leases and specified vehicles will be reallocated from the 201_-_ SUBI as a result of lessees moving to states in which the titling trust is not licensed.
Each reallocation of a specified lease and specified vehicle from the 201_-_ SUBI will result, in effect, in the prepayment of the related lease. The [servicer] will also have the option to purchase the interest in the 201_-_ SUBI evidenced by the SUBI certificate from the issuing entity on any payment date when the aggregate securitization value, as of the last day of the related collection period, is less than or equal to 5% of the aggregate securitization value as of the cutoff date. In addition, an event of default under the indenture could cause your notes to be prepaid.
The rate of prepayments on the specified leases may be influenced by a variety of economic, social and other factors. The sponsor cannot predict the actual prepayment rates for the specified leases. The depositor, however, believes that the actual rate of payments, including prepayments, will result in the weighted average life of each class of notes being shorter than the period from the closing date to the related final scheduled payment date. If this is the case, the weighted average life of each class of notes will be correspondingly shorter.
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This prospectus supplement provides information regarding the characteristics of the leases and related leased vehicles in the statistical pool as of the cutoff date that may differ from the characteristics of the specified leases and specified vehicles allocated to the 201_-_ SUBI on the closing date as of the cutoff date.
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This prospectus supplement describes the characteristics of the leases and related leased vehicles in the statistical pool as of the cutoff date. The specified leases and specified vehicles allocated to the 201_-_ SUBI on the closing date will be selected from the statistical pool and may also include other leases and related leased vehicles owned by the titling trust and may have characteristics that differ somewhat from the characteristics of the leases and related leased vehicles in the statistical pool described in this prospectus supplement. However, the characteristics (as of the cutoff date) of the specified leases and specified vehicles allocated to the 201_-_ SUBI on the closing date will not differ materially from the characteristics (as of the
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cutoff date) of the leases and related leased vehicles in the statistical pool described in this prospectus supplement, and each specified lease and specified vehicle must satisfy the eligibility criteria specified in the transaction documents. You must not assume that the characteristics of the specified leases and specified vehicles allocated to the 201_-_ SUBI on the closing date will be identical to the characteristics of the leases and related leased vehicles in the statistical pool disclosed in this prospectus supplement. | |
Because the issuing entity has limited assets, there is only limited protection against potential losses.
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The only sources of funds for payments on the notes are the assets of the issuing entity and the reserve account. The notes will not be obligations of or interests in, and are not guaranteed or insured by, TMCC, Toyota Leasing, Inc., Toyota Lease Trust, Toyota Financial Services Corporation, TMC, TMS, any trustee or any of their affiliates. Neither the notes nor the specified leases or leased vehicles allocated to the 201_-_ SUBI are insured or guaranteed by any governmental agency. You must rely solely on payments on the specified leases and specified vehicles and any amounts available in the reserve account for payments on the notes. The amounts deposited in the reserve account will be limited. If the entire reserve account has been used, the issuing entity will depend solely on current collections on the specified leases and specified vehicles to make payments on the notes. For additional information, you should refer to “Payments to Noteholders—Overcollateralization” and “Payments to Noteholders—Reserve Account” in this prospectus supplement. If the assets of the issuing entity are not sufficient to pay interest and principal on the notes you hold, you will suffer a loss.
Certain events (including some that are not within the control of the issuing entity, TMCC, Toyota Leasing, Inc., Toyota Lease Trust, Toyota Financial Services Corporation, TMC, TMS, any trustee or any of their affiliates) may result in events of default under the indenture and cause acceleration of all outstanding notes. Upon the occurrence of an event of default under the indenture that results in acceleration of the maturity of the notes, the issuing entity may be required promptly to sell the assets of the issuing entity and apply the proceeds to the payment of the notes. Liquidation would be likely to accelerate payment of all notes that are then outstanding. If a liquidation occurs close to the date when any class otherwise would have been paid in full, repayment of that class might be delayed while liquidation of the assets is occurring. The issuing entity cannot predict the length of time that will be required for liquidation of the assets of the issuing entity to be completed. In addition, the amounts received from a sale in these circumstances may not be sufficient to pay all amounts owed to the holders of all classes of notes or any class of notes, and you may suffer a loss. Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes principal of a class of notes to be paid before the related final scheduled payment date will involve the prepayment risks described under “Prepayments on specified leases, reallocations of specified leases and specified vehicles and the optional purchase of the SUBI certificate may cause prepayments on the notes, resulting in reduced returns on your investment and reinvestment risk to you” above. Also, an |
event of default that results in the acceleration of the maturity of the notes will cause priority of payments of the notes to change, as described under “Payments to Noteholders—Payments After Occurrence of Event of Default Resulting in Acceleration” in this prospectus supplement. Therefore, all outstanding notes may be affected by any shortfall in liquidation proceeds. For additional information, you should refer to “Prepayments on specified leases, reallocations of specified leases and specified vehicles and the optional purchase of the SUBI certificate may cause prepayments on the notes, resulting in reduced returns on your investment and reinvestment risk to you” above. | |
Performance of the specified leases may be affected by servicer’s consolidation of or change in servicing operations.
|
Increased delinquency and credit losses are significantly influenced by the combined impact of a number of factors, including the effects of changes in a servicer’s servicing operations, lower used vehicle prices, continued economic weakness, longer term financing and tiered/risk based pricing. From time to time, the servicer may update its servicing systems in order to improve operating efficiency, update technology and enhance customer services. In connection with such updates, the servicer may experience limited disruptions in servicing activities both during and following roll-out of the new servicing systems or platforms caused by, among other things, periods of system down-time and periods devoted to user training. These and other implementation related difficulties may contribute to higher delinquencies. However, it is not possible to predict with any degree of certainty all of the potential adverse consequences that may be experienced. |
The geographic concentration of the lessees and performance of the specified leases and specified vehicles may increase the risk of loss on your investment.
|
The concentration of the specified leases in specific geographic areas may increase the risk of loss. A deterioration in economic conditions in the states where lessees reside could adversely affect the ability and willingness of lessees to meet their payment obligations under the specified leases and may consequently affect the delinquency, loss and repossession experience of the issuing entity with respect to the specified leases and the ability to sell or dispose of the related specified vehicles for an amount at least equal to their Automotive Lease Guide residual values. In addition, adverse economic conditions as a result of the current recession, including the decline in home values in many states, may affect payments on the leases from lessees residing in the affected states.
As of the cutoff date, TMCC’s records indicate that, based on the mailing addresses of the lessees of the leases and leased vehicles in the statistical pool, the aggregate securitization value of the leases and leased vehicles in the statistical pool was concentrated in the following states:
|
State
|
Percentage of Aggregate Securitization
Value as of the Cutoff Date |
|
__________
|
____%
|
|
__________
|
____%
|
|
__________
|
____%
|
|
__________
|
____%
|
|
__________
|
____%
|
|
No other state accounts for more than 5.00% of the aggregate securitization value in the statistical pool as of the cutoff date.
|
Certain lessees’ ability to make timely payments on the specified leases may be adversely affected by extreme weather conditions and natural disasters.
|
Extreme weather conditions could cause substantial business disruptions, economic losses, unemployment and an economic downturn. As a result, the related lessees’ ability to make timely payments could be adversely affected. The issuing entity’s ability to make payments on the notes could be adversely affected if the related lessees were unable to make timely payments.
In addition, natural disasters may adversely affect the lessees of the specified leases. The effect of natural disasters on the performance of the leases is unclear, but there may be an adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effects on delinquency, default and prepayment experience on the performance of the specified leases.
|
Withdrawal or downgrading of the initial ratings of the notes will and any adverse changes to a rating agency may affect the prices for the notes upon resale.
|
A security rating is not a recommendation to buy, sell or hold securities. Similar ratings on different types of securities do not necessarily mean the same thing. To the extent the notes are rated by any rating agency, any such rating agency may change its rating of the notes if that rating agency believes that circumstances have changed. Any subsequent change in a rating will likely affect the price that a subsequent purchaser would be willing to pay for the notes and your ability to resell your notes.
The depositor expects that the notes will receive ratings from two nationally recognized statistical rating organizations, or “NRSROs,” hired by the sponsor to rate the notes. Ratings initially assigned to the notes will be paid for by the sponsor. The sponsor is not aware that any other NRSRO, other than the NRSROs hired by the sponsor to rate the notes, has assigned ratings on the notes. Securities and Exchange Commission rules state that the payment of fees by the sponsor, the issuing entity or an underwriter to rating agencies to issue or maintain a credit rating on asset-backed securities is a conflict of interest for rating agencies. In the view of the Securities and Exchange Commission, this conflict is particularly acute because arrangers of asset-backed securities transactions provide repeat business to the rating agencies. Under Securities and Exchange Commission rules, information provided by the sponsor or the underwriters to a hired NRSRO for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each non-hired NRSRO in order to make it possible for such non-hired NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned to the notes and such parties may be aware of such unsolicited ratings. NRSROs, including the hired rating agencies, may have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.
|
The concentration of leased vehicles to particular models could negatively affect the pool assets.
|
The __________, __________ and __________ models represent approximately ____%, ____% and ____%, respectively, of the aggregate securitization value of the statistical pool allocated to the 201_-_ SUBI as of the cutoff date. Any adverse change in the value of a specific model type would reduce the proceeds received at disposition of a related leased vehicle. As a result, you may incur a loss on your investment.
|
[Risks Associated with TMCC Demand Notes]
|
[Because TMCC is the issuer of the TMCC demand notes, the ratings on the notes are dependent on the ratings of TMCC. The ratings of TMCC are dependent on the existence of certain agreements by which affiliates of TMCC provide credit support to TMCC, as described under “TMCC Demand Notes—Credit Support” in the accompanying prospectus. Any downgrade or withdrawal of the ratings of TMCC will likely result in downgrade or withdrawal of the ratings of the notes. Any downgrade or withdrawal of the ratings of the notes may adversely affect the marketability and liquidity of the notes as described above under “—Withdrawal or downgrading of the initial ratings of the notes will and any adverse changes to a rating agency may affect the prices for the notes upon resale”.
TMCC demand notes will be unsecured general obligations of TMCC and will rank pari passu with all other unsecured and unsubordinated indebtedness of TMCC outstanding from time to time. As of the closing date, no outstanding debt of TMCC is senior in right of payment to the TMCC demand notes. The TMCC demand notes indenture, however, does not contain any restrictions on the ability of TMCC to incur debt in the future that is senior to, or pari passu with, the TMCC demand notes. In addition, the TMCC demand notes indenture does not contain any covenants with respect to the net equity of TMCC, or any other covenants related to the financial condition of TMCC. If TMCC incurs additional indebtedness which is senior in right of payment to, or pari passu with, the TMCC demand notes, such indebtedness would be required to be paid prior to, or co-equally with, the TMCC demand notes.
The TMCC demand notes will be obligations solely of TMCC and will not be obligations of, or guaranteed by, do not represent the obligations of or interests in Toyota Leasing, Inc., Toyota Lease Trust, Toyota Financial Services Corporation, Toyota Motor Corporation, Toyota Motor Sales, U.S.A., Inc. or any of their affiliates (other than TMCC). In the event TMCC fails to make any payment due under the TMCC demand notes, holders of notes will have to rely on the credit enhancement available to the notes to cover such loss. The credit enhancement available to the notes may not be sufficient to cover losses resulting from the failure of TMCC to make a payment under the TMCC demand notes. If TMCC defaults in its obligation to make payments in respect of the TMCC demand notes, noteholders will suffer delays in payments on the notes and may suffer a loss.] |
·
|
to establish a special unit of beneficial interest (the “201_-_ SUBI”); and
|
·
|
to allocate a separate pool of leases (the “Specified Leases”), the vehicles that are leased under the Specified Leases (the “Specified Vehicles”) and the related assets of the Titling Trust, including the cash proceeds (or other such equivalent proceeds) associated with such Specified Leases and Specified Vehicles, to the 201_-_ SUBI.
|
·
|
acquiring the SUBI Certificate and the other property of the Issuing Entity with the net proceeds from the sale of the Notes and the Certificate;
|
·
|
issuing:
|
·
|
the Class A-1 Asset-Backed Notes in the aggregate original principal amount of $__________ (the “Class A-1 Notes”);
|
·
|
the Class A-2 Asset-Backed Notes in the aggregate original principal amount of $__________ (the “Class A-2 Notes”);
|
·
|
the Class A-3 Asset-Backed Notes in the aggregate original principal amount of $__________ (the “Class A-3 Notes”);
|
·
|
the Class A-4 Asset-Backed Notes in the aggregate original principal amount of $__________ (the “Class A-4 Notes”);
|
·
|
the Class B Asset-Backed Notes in the aggregate original principal amount of $__________ (the “Class B Notes”); and
|
·
|
the Certificate;
|
·
|
making distributions on the Notes and the Certificate and to the Depositor, the Servicer, the Administrator and any third parties;
|
·
|
engaging in those other activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith;
|
·
|
subject to compliance with the Transaction Documents, engaging in such other activities as may be required in connection with conservation of the Trust Estate; and
|
·
|
assigning, granting, transferring, pledging, mortgaging and conveying the Trust Estate pursuant to, and on the terms and conditions described in, the Indenture and holding, managing and distributing to the Certificateholder pursuant to the terms of the Trust Agreement and the Indenture any portion of the Trust Estate released from the lien of the Indenture.
|
·
|
the SUBI Certificate, evidencing a beneficial interest in the assets allocated to the 201_-_ SUBI, including the right to payments thereunder from certain Liquidation Proceeds and Recovery Proceeds on deposit in the Collection Account;
|
·
|
the rights of the Issuing Entity as secured party under a back-up security agreement with respect to the SUBI Certificate and the undivided interest in the 201_-_ SUBI Assets;
|
·
|
the rights of the Issuing Entity to funds on deposit from time to time in the Collection Account;
|
·
|
the rights of the Depositor, as transferee, under the SUBI Certificate Transfer Agreement;
|
·
|
the rights of the Issuing Entity, as transferee, under the Issuer SUBI Certificate Transfer Agreement;
|
·
|
the rights under any related dealer agreements;
|
·
|
the security interest of the Issuing Entity in the Reserve Account (including, after the occurrence of an Event of Default that results in an acceleration of the maturity of the Notes, any investment earnings thereon);
|
·
|
the rights of the Issuing Entity as a third party beneficiary of the Servicing Agreement and the SUBI Trust Agreement;
|
·
|
the rights of the Issuing entity under the Administration Agreement; and
|
·
|
all proceeds of the foregoing, which shall include Liquidation Proceeds (to the extent vehicles are sold outside of TMCC’s Like Kind Exchange Program (the “LKE Program”)) and an amount equal to Liquidation Proceeds deposited by the Servicer in lieu of actual Liquidation Proceeds in connection with the LKE Program. For additional information, you should refer to “Certain Information Regarding the Notes—Like Kind Exchange Program” in the accompanying prospectus.
|
Class A-1 Notes
|
$ __________
|
Class A-2 Notes
|
$ __________
|
Class A-3 Notes
|
$ __________
|
Class A-4 Notes
|
$ __________
|
Class B Notes
|
$ __________
|
Reserve Account Initial Deposit
|
$ __________
|
Initial Overcollateralization
|
$ __________
|
Total
|
$ __________
|
Name of Issue
|
Leases That Were Subject of Demand
|
Leases That Were Reallocated
|
Leases Pending Reallocation (within cure period)
|
Demand in Dispute
|
Demand Withdrawn
|
Demand Rejected
|
__________
|
# $ %
|
# $ %
|
# $ %
|
# $ %
|
# $ %
|
# $ %
|
__________
|
# $ %
|
# $ %
|
# $ %
|
# $ %
|
# $ %
|
# $ %
|
Total:
|
# $ %
|
# $ %
|
# $ %
|
# $ %
|
# $ %
|
# $ %
|
·
|
amounts in the Collection Account received in respect of the Specified Leases,
|
·
|
amounts in the Collection Account received in respect of the sale of the Specified Vehicles,
|
·
|
certain monies payable in respect of the Specified Leases and Specified Vehicles on or after the Cutoff Date, including the right to receive payments made to TMCC, the Depositor, the Titling Trust, the Titling Trustee or the Servicer under any insurance policies related to the Specified Leases and Specified Vehicles or the related Lessees, and
|
·
|
all proceeds of the foregoing.
|
·
|
absolutely assign and transfer to the Issuing Entity, without recourse, all of its right, title and interest in and to the SUBI Certificate under the Issuer SUBI Certificate Transfer Agreement; and
|
·
|
deliver the SUBI Certificate to the Issuing Entity.
|
l
|
falls within the range of:
|
||
remaining Lease Balance as of the Cutoff Date
|
$_______ to $_______
|
||
original number of Monthly Payments
|
__ to __ payments
|
||
remaining number of Monthly Payments as of the Cutoff Date
|
__ to __ payments
|
||
l
|
as of the Cutoff Date, had a maximum number of days past due for payment
|
____ days
|
|
l
|
as of the Cutoff Date, had a FICO®(1)(2) score of at least
|
____
|
|
l
|
applied to a Specified Vehicle that was a new Toyota or Lexus passenger car, minivan, light-duty truck or sport utility vehicle at the time of origination of the Specified Lease;
|
||
l
|
applied to a Specified Vehicle that has a model year of ____ or later;
|
||
l
|
was originated for a Lessee with a United States address;
|
||
l
|
was originated on or after __________, ____;
|
||
l
|
had a Maturity Date on or after the ________ 20__ Payment Date and no later than the ________ 20__ Payment Date;
|
||
l
|
provides for Monthly Payments that fully amortize Initial Lease Balance of the Specified Lease at the related Lease Rate to the related Contract Residual Value over the lease term, and, in the event of a lessee initiated early termination, provides for payment of the Early Termination Cost, as described under “Description of the Transaction Documents—Servicing Procedures” in the accompanying prospectus);
|
||
l
|
is serviced by TMCC as of the Closing Date;
|
||
l
|
as of the Cutoff Date, was not noted in the records of TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding;
|
||
l
|
does not relate to a vehicle that has been repossessed without reinstatement as of the Cutoff Date; and
|
l
|
does not relate to a vehicle as to which the related lessee is an employee of TMCC or any of its affiliates.
|
||
(1)
|
FICO® is a federally registered servicemark of Fair Isaac Corporation.
|
(2)
|
FICO® scores are calculated excluding accounts for which no FICO score is available.
|
Aggregate Securitization Value
|
$__________
|
|||||
Number of Specified Leases
|
__________
|
|||||
Aggregate Automotive Lease Guide (“ALG”) Residual Value
|
$__________
|
|||||
Aggregate of ALG Residual Values as a Percentage of Aggregate Securitization Value
|
____%
|
|||||
Aggregate of Discounted ALG Residual Value(2) as a Percentage of
Aggregate Securitization Value
|
____%
|
|||||
Percentage Passenger Cars(1)
|
____%
|
|||||
Percentage Light Trucks(1)
|
____%
|
|||||
Weighted Average FICO® Score(1)
|
____
|
|||||
Average
|
Minimum
|
Maximum
|
||||
Securitization Value
|
$__________
|
$__________
|
$__________
|
|||
Original Number of Monthly Payments
|
____(1)
|
____
|
____
|
|||
Remaining Number of Monthly Payments
|
____(1)
|
____
|
____
|
|||
Seasoning
|
____(1)
|
____
|
____
|
|||
ALG Residual Value
|
$__________
|
$__________
|
$__________
|
|
(1) Weighted by Securitization Value as of the Cutoff Date.
|
|
(2) Discounted by the statistical securitization rate.
|
Securitization Value
|
Number of Specified Leases
|
Percentage of Total Number of Specified Leases(1)
|
Aggregate Securitization Value
as of the Cutoff Date
|
Percentage of Aggregate
Securitization Value as of the Cutoff Date(1)
|
$__________ - $__________
|
____
|
____%
|
$__________
|
____%
|
$__________ - $__________
|
____
|
____
|
__________
|
____
|
$__________ - $__________
|
____
|
____
|
__________
|
____
|
$__________ - $__________
|
____
|
____
|
__________
|
____
|
$__________ - $__________
|
____
|
____
|
__________
|
____
|
$__________ - $__________
|
____
|
____
|
__________
|
____
|
$__________ - $__________
|
____
|
____
|
__________
|
____
|
$__________ - $__________
|
____
|
____
|
__________
|
____
|
$__________ - $__________
|
____
|
____
|
__________
|
____
|
$__________ - $__________
|
____
|
____
|
__________
|
____
|
Total:
|
____
|
100.00%
|
$__________
|
100.00%
|
Original Term to Maturity (months)
|
Number of Specified Leases
|
Percentage of Total Number of Specified Leases(1)
|
Aggregate Securitization Value
as of the Cutoff Date
|
Percentage of Aggregate
Securitization Value as of the Cutoff Date(1)
|
____ – ____
|
____
|
____%
|
$__________
|
____%
|
____ – ____
|
____
|
____
|
__________
|
____
|
Total:
|
____
|
100.00%
|
$__________
|
100.00%
|
Remaining Term to Maturity (months)
|
Number of Specified Leases
|
Percentage of Total Number of Specified Leases(1)
|
Aggregate Securitization Value
as of the Cutoff Date
|
Percentage of Aggregate
Securitization Value as of the Cutoff Date(1)
|
____ – ____
|
____
|
____%
|
$__________
|
____%
|
____ – ____
|
____
|
____
|
__________
|
____
|
____ – ____
|
____
|
____
|
__________
|
____
|
Total:
|
____
|
100.00%
|
$__________
|
100.00%
|
State
|
Number of Specified Leases
|
Percentage of Total Number of Specified Leases(1)
|
Aggregate Securitization Value
as of the Cutoff Date
|
Percentage of Aggregate
Securitization Value as of the Cutoff Date(1)
|
__________
|
____
|
____%
|
$__________
|
____%
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
Total:
|
____
|
100.00%
|
$__________
|
100.00%
|
Model
|
Number of
Specified Leases
|
Percentage of Total Number of Specified Leases(1)
|
Aggregate Securitization Value
as of the Cutoff Date
|
Percentage of Aggregate
Securitization Value as of the Cutoff Date(1)
|
__________
|
____
|
____%
|
$__________
|
____%
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
__________
|
____
|
____
|
__________
|
____
|
Total:
|
____
|
100.00%
|
$__________
|
100.00%
|
Year and Quarter of Maturity
|
Number of
Specified Leases
|
Percentage of Total Number of Specified
Leases(1)
|
Aggregate Securitization Value
as of the Cutoff Date
|
Percentage of Aggregate
Securitization Value as of the Cutoff Date(1)
|
20__ ____ Quarter
|
____
|
____%
|
$__________
|
____%
|
20__ ____ Quarter
|
____
|
____
|
__________
|
____
|
20__ ____ Quarter
|
____
|
____
|
__________
|
____
|
20__ ____ Quarter
|
____
|
____
|
__________
|
____
|
20__ ____ Quarter
|
____
|
____
|
__________
|
____
|
20__ ____ Quarter
|
____
|
____
|
__________
|
____
|
20__ ____ Quarter
|
____
|
____
|
__________
|
____
|
20__ ____ Quarter
|
____
|
____
|
__________
|
____
|
20__ ____ Quarter
|
____
|
____
|
__________
|
____
|
Total:
|
____
|
100.00%
|
$__________
|
100.00%
|
|
(a)
|
as of the Cutoff Date or any date other than the Maturity Date of such Specified Lease, the sum of (i) the present value (discounted at the Securitization Rate) of the aggregate Monthly Payments remaining on such Specified Lease and (ii) the present value (discounted at the Securitization Rate) of the ALG Residual Value of the Specified Vehicle; and
|
|
(b)
|
as of the Maturity Date of such Specified Lease, the ALG Residual Value of the Specified Vehicle; provided, however, that the Securitization Value of a Defaulted Lease is equal to zero.
|
At March 31,
|
||||||||||||
20__
|
20__
|
20__
|
20__
|
20__
|
||||||||
Lease Contracts Outstanding
|
$__________
|
$__________
|
$__________
|
$__________
|
$__________
|
|||||||
Number of Lease Contracts Outstanding
|
__________
|
__________
|
__________
|
__________
|
__________
|
|||||||
Number of Lease Contracts Past Due in the following categories
|
Dollars
|
%
|
Dollars
|
%
|
Dollars
|
%
|
Dollars
|
%
|
Dollars
|
%
|
||
30 - 59 days
|
____
|
____%
|
____
|
____%
|
____
|
____%
|
____
|
____%
|
____
|
____%
|
||
60 - 89 days
|
____
|
____%
|
____
|
____%
|
____
|
____%
|
____
|
____%
|
____
|
____%
|
||
Over 89 days
|
____
|
____%
|
____
|
____%
|
____
|
____%
|
____
|
____%
|
____
|
____%
|
(1)
|
The historical delinquency data reported in this table includes all lease contracts purchased by TMCC or the Titling Trust.
|
(2)
|
An account is considered delinquent if 90% or more of the Monthly Payment is past due.
|
(3)
|
Percentages and numbers may not add to total due to rounding.
|
(4)
|
Leases are charged off when they become 120 days delinquent, except when TMCC is prohibited by applicable law from charging-off such leases, including when the related lessee is the subject of bankruptcy proceedings.
|
For the Fiscal Years Ended March 31,
|
||||||||
|
20__
|
20__
|
20__
|
20__
|
20__
|
|||
Lease Contracts Outstanding
|
$__________
|
$__________
|
$__________
|
$__________
|
$__________
|
|||
Average Lease Contracts Outstanding
|
$__________
|
$__________
|
$__________
|
$__________
|
$__________
|
|||
Number of Lease Contracts Outstanding
|
__________
|
__________
|
__________
|
__________
|
__________
|
|||
Average Number of Lease Contracts Outstanding
|
__________
|
__________
|
__________
|
__________
|
__________
|
|||
Number of Repossessions Sold
|
__________
|
__________
|
__________
|
__________
|
__________
|
|||
Number of Repossessions Sold as a Percentage of the Average Number of Lease Contracts Outstanding (3)
|
____%
|
____%
|
____%
|
____%
|
____%
|
|||
Charge-offs (4)
|
$__________
|
$__________
|
$__________
|
$__________
|
$__________
|
|||
Recoveries (5)
|
($__________)
|
($__________)
|
($_________)
|
($__________)
|
($__________)
|
|||
Net Losses
|
$__________
|
$__________
|
$__________
|
$__________
|
$__________
|
|||
Net Losses as a Percentage of Average Dollar Amount of Lease Contracts Outstanding
|
____%
|
____%
|
____%
|
____%
|
____%
|
(1)
|
The historical delinquency data reported in this table includes all lease contracts purchased by TMCC or the Titling Trust. Averages are computed by taking a simple average of month end outstanding amounts for each period presented.
|
(2)
|
Percentages and numbers may not add to total due to rounding.
|
(3)
|
“Number of Repossessions Sold” means the number of repossessed leased vehicles that have been sold by TMCC in a given period.
|
(4)
|
Charge-offs represent the total aggregate Lease Balance determined to be uncollectible in the period less proceeds from disposition of the related leased vehicles, other than recoveries described in Note (5).
|
(5)
|
Recoveries generally include amounts received with respect to lease contracts previously charged off, net of the proceeds realized in connection with the sale of the related leased vehicles.
|
For the Fiscal Years Ended March 31,
|
|||||
20__
|
20__
|
20__
|
20__
|
20__
|
|
Total Number of Vehicles Scheduled to Terminate (1)
|
__________
|
__________
|
__________
|
__________
|
__________
|
Total Initial ALG Residual on Vehicles Scheduled to Terminate (3)
|
$__________
|
$__________
|
$__________
|
$__________
|
$__________
|
Number of Vehicles Returned to TMCC (4)
|
__________
|
__________
|
__________
|
__________
|
__________
|
Number of Vehicles Going to Full Term (5)
|
__________
|
__________
|
__________
|
__________
|
__________
|
Vehicles Returned to TMCC Ratio
|
____%
|
____%
|
____%
|
____%
|
____%
|
Total Gain/(Loss) on ALG Residuals on Vehicles Returned to TMCC (6)
|
($__________)
|
($__________)
|
($__________)
|
($__________)
|
($__________)
|
Average Gain/(Loss) on ALG Residuals on Vehicles Returned to TMCC (6)
|
($__________)
|
($__________)
|
($__________)
|
($__________)
|
($__________)
|
Total ALG Residual on Vehicles Returned to TMCC (3)
|
$__________
|
$__________
|
$__________
|
$__________
|
$__________
|
Total Gain/(Loss) on ALG Residuals on Vehicles Returned to TMCC as a Percentage of ALG Residuals of Returned Vehicles sold by TMCC
|
(____%)
|
(____%)
|
(____%)
|
(____%)
|
(____%)
|
Total Gain/(Loss) on ALG Residuals on Vehicles Returned to TMCC as a Percentage of ALG Residuals of Vehicles Scheduled to Terminate
|
(____%)
|
(____%)
|
(____%)
|
(____%)
|
(____%)
|
(1)
|
Includes leases for Toyota, Lexus and Scion vehicles. These leases are grouped by scheduled lease maturity date. Excludes leases that have been terminated pursuant to a lessee default (including, but not limited to, as a result of the lessee's failure to maintain insurance coverage required by the lease, the failure of the lessee to timely or properly perform any obligation under the lease, or any other act by the lessee constituting a default under applicable law).
|
(2)
|
Percentages and numbers may not add to total due to rounding.
|
(3)
|
ALG Residual adjusted for applicable mileage and term.
|
(4)
|
Excludes repossessions, early terminations, and vehicles in inventory.
|
(5)
|
Includes all vehicles terminating at scheduled maturity and terminating past scheduled maturity.
|
(6)
|
Residual loss is net of remarketing expenses and end of lease collections.
|
·
|
the Specified Leases and Specified Vehicles have the characteristics described in this prospectus supplement;
|
·
|
the Specified Leases prepay in full at the specified constant percentage of the absolute prepayment model monthly, with no defaults or losses on any of the Specified Leases;
|
·
|
each Monthly Payment is made on the last day of each month commencing in ________ 201_ and each month has 30 days;
|
·
|
payments on the Notes are made on each Payment Date (and each payment date is assumed to be the ____ day of each applicable month) commencing on __________, 201_;
|
·
|
the Closing Date is __________, 201_;
|
·
|
the Servicer or an affiliate exercises its option to purchase the SUBI Certificate and cause a redemption of the Notes on the first Payment Date on which the Aggregate Securitization Value, as of the last day of the related Collection Period, is less than or equal to 5% of the Aggregate Securitization Value as of the Cutoff Date;
|
·
|
the servicing fee for each month is equal to a rate of 1/12 of ____% times the Aggregate Securitization Value as of the first day of the related Collection Period; provided that, in the case of the first Payment Date, the servicing fee is equal to a rate of ____ of ____% times the Aggregate Securitization Value as of the Cutoff Date;
|
·
|
interest on the Class A-1 Notes will be calculated on the basis of the actual number of days in the related interest accrual period and a 360-day year and interest on the other classes of Notes will be calculated on the basis of a 360-day year of twelve 30-day months;
|
·
|
the initial outstanding principal amounts of the Class A-1 Notes will be $__________, of the Class A-2 Notes will be $__________, of the Class A-3 Notes will be $__________, of the Class A-4 Notes will be $__________ and of the Class B Notes will be $__________;
|
·
|
interest accrues on the Class A-1 Notes at ____% per annum, on the Class A-2 Notes at ____% per annum, on the Class A-3 Notes at ____% per annum, on the Class A-4 Notes at ____% per annum and on the Class B Notes at ____% per annum;
|
·
|
no Event of Default has occurred;
|
·
|
no Reallocation Payment is made in respect of any Specified Lease;
|
·
|
the Reserve Account is funded with an amount equal to the Initial Deposit; and
|
·
|
the Residual Value for each Specified Vehicle is received one month after the maturity date of the related Specified Lease.
|
Pool
|
Aggregate Lease Balance
|
Weighted Average Remaining Number of Monthly Payments
|
Weighted Average Original Number of Monthly Payments
|
||||
1
|
$__________
|
____
|
____
|
||||
2
|
__________
|
____
|
____
|
||||
3
|
__________
|
____
|
____
|
||||
4
|
__________
|
____
|
____
|
||||
5
|
__________
|
____
|
____
|
||||
6
|
__________
|
____
|
____
|
||||
7
|
__________
|
____
|
____
|
||||
8
|
__________
|
____
|
____
|
||||
9
|
__________
|
____
|
____
|
||||
10
|
__________
|
____
|
____
|
||||
11
|
__________
|
____
|
____
|
||||
12
|
__________
|
____
|
____
|
||||
$__________
|
Class A-1 Notes
|
||||||||||||||
Payment Date
|
____%
|
____%
|
____%
|
____%
|
____%
|
____%
|
||||||||
Closing Date
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
||||||||
__________, 20__
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
Weighted Average Life (Years) (1)
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
Weighted Average Life (Years) (1), (2)
|
____
|
____
|
____
|
____
|
____
|
____
|
(1)
|
The weighted average life of a note is determined by (x) multiplying the amount of each principal payment on a note by the number of years from the date of issuance of the note to the related Payment Date, (y) adding the results and (z) dividing the sum by the original principal amount of the note.
|
(2)
|
This calculation assumes that the Optional Purchase is not exercised.
|
Class A-2 Notes
|
||||||||||||||
Payment Date
|
____%
|
____%
|
____%
|
____%
|
____%
|
____%
|
||||||||
Closing Date
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
||||||||
__________, 20__
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
Weighted Average Life (Years) (1)
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
Weighted Average Life (Years) (1), (2)
|
____
|
____
|
____
|
____
|
____
|
____
|
(1)
|
The weighted average life of a note is determined by (x) multiplying the amount of each principal payment on a note by the number of years from the date of issuance of the note to the related Payment Date, (y) adding the results and (z) dividing the sum by the original principal amount of the note.
|
(2)
|
This calculation assumes that the Optional Purchase is not exercised.
|
Class A-3 Notes
|
||||||||||||||
Payment Date
|
____%
|
____%
|
____%
|
____%
|
____%
|
____%
|
||||||||
Closing Date
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
||||||||
__________, 20__
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
Weighted Average Life (Years) (1)
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
Weighted Average Life (Years) (1), (2)
|
____
|
____
|
____
|
____
|
____
|
____
|
(1)
|
The weighted average life of a note is determined by (x) multiplying the amount of each principal payment on a note by the number of years from the date of issuance of the note to the related Payment Date, (y) adding the results and (z) dividing the sum by the original principal amount of the note.
|
(2)
|
This calculation assumes that the Optional Purchase is not exercised.
|
Class A-4 Notes
|
||||||||||||||
Payment Date
|
____%
|
____%
|
____%
|
____%
|
____%
|
____%
|
||||||||
Closing Date
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
||||||||
__________, 20__
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
Weighted Average Life (Years) (1)
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
Weighted Average Life (Years) (1), (2)
|
____
|
____
|
____
|
____
|
____
|
____
|
(1)
|
The weighted average life of a note is determined by (x) multiplying the amount of each principal payment on a note by the number of years from the date of issuance of the note to the related Payment Date, (y) adding the results and (z) dividing the sum by the original principal amount of the note.
|
(2)
|
This calculation assumes that the Optional Purchase is not exercised.
|
Class B Notes
|
||||||||||||||
Payment Date
|
____%
|
____%
|
____%
|
____%
|
____%
|
____%
|
||||||||
Closing Date
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
100.00
|
||||||||
__________, 20__
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
__________
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
Weighted Average Life (Years) (1)
|
____
|
____
|
____
|
____
|
____
|
____
|
||||||||
Weighted Average Life (Years) (1), (2)
|
____
|
____
|
____
|
____
|
____
|
____
|
(1)
|
The weighted average life of a note is determined by (x) multiplying the amount of each principal payment on a note by the number of years from the date of issuance of the note to the related Payment Date, (y) adding the results and (z) dividing the sum by the original principal amount of the note.
|
(2)
|
This calculation assumes that the Optional Purchase is not exercised.
|
|
(2)
|
to the Class A-2 Notes until the principal amount of the Class A-2 Notes is reduced to zero; then
|
|
(3)
|
to the Class A-3 Notes until the principal amount of the Class A-3 Notes is reduced to zero; then
|
|
(4)
|
to the Class A-4 Notes until the principal amount of the Class A-4 Notes is reduced to zero; and then
|
|
(5)
|
to the Class B Notes until the principal amount of the Class B Notes is reduced to zero.
|
·
|
Collections; and
|
·
|
in the case of an Optional Purchase, the Optional Purchase Price.
|
·
|
Monthly Payments made by Lessees;
|
·
|
Reallocation Payments made by the Servicer;
|
·
|
Liquidation Proceeds;
|
·
|
Recovery Proceeds; and
|
·
|
The price paid by the Servicer for certain Specified Leases and Specified Vehicles on or after the Maturity Dates of such Specified Vehicles.
|
|
1.
|
Servicing Fee –– to the Servicer, the total Servicing Fee payable, including any Supplemental Servicing Fee (to the extent not previously retained by the Servicer);
|
|
2.
|
Class A Note Interest –– to the Class A Noteholders (pro rata based upon the aggregate amount of interest due to such Noteholders), accrued and unpaid interest on each class of the Class A Notes, together with any amounts that were to be paid pursuant to this clause (2) on any prior Payment Date but were not paid because Available Collections were not sufficient to make such payment (with interest accrued on such unpaid amounts at the rate or rates at which interest accrued on the related Notes during the relevant accrual period or periods);
|
|
3.
|
Note Principal –– to the Noteholders for distribution in respect of principal of the Notes, in the priority described above under “Description of the Notes—Payments of Principal,” an amount equal to the First Priority Principal Distribution Amount for such Payment Date;
|
|
4.
|
Class B Note Interest –– to the Class B Noteholders, accrued and unpaid interest on the Class B Notes, together with any amounts that were to be paid pursuant to this clause (4) on any prior Payment Date but were not paid because Available Collections were not sufficient to make such payment (with interest accrued on such unpaid amounts at the rate at which interest accrued on the Class B Notes during the relevant accrual period or periods);
|
|
5.
|
Note Principal –– to the Noteholders for distribution in respect of principal of the Notes, in the priority described above under “Description of the Notes—Payments of Principal,” an amount equal to the Second Priority Principal Distribution Amount for such Payment Date;
|
|
6.
|
Reserve Account Deposit –– to the Reserve Account, to the extent amounts then on deposit in the Reserve Account are less than the Specified Reserve Account Balance described below under “Payments to Noteholders—Reserve Account,” until the amount on deposit in the Reserve Account equals such Specified Reserve Account Balance;
|
|
7.
|
Note Principal –– to the Noteholders for distribution in respect of principal of the Notes, in the priority described above under “Description of the Notes—Payments of Principal,” an amount equal to the Regular Principal Distribution Amount for such Payment Date; and
|
|
8.
|
Excess Amounts –– to the Certificateholder, any remaining Available Collections for such Payment Date.
|
|
1.
|
Servicing Fee –– to the Servicer, the total Servicing Fee payable, including any Supplemental Servicing Fee (to the extent not previously retained by the Servicer);
|
|
2.
|
Trustee Amounts –– to the Owner Trustee[,] [and] the Indenture Trustee [and the Delaware Trustee], any fees, expenses and indemnification amounts owed to the Owner Trustee[,] [and] the Indenture Trustee [and the Delaware Trustee], respectively, to the extent not paid by the Servicer or the Sponsor;
|
|
3.
|
Class A Note Interest –– to the Class A Noteholders (pro rata based upon the aggregate amount of interest due to such Noteholders), accrued and unpaid interest on each class of the Class A Notes, together with any amounts that were to be paid pursuant to this clause (3) on any prior Payment Date but were not paid because Available Collections were not sufficient to make such payment (with interest accrued on such unpaid amounts at the rate or rates at which interest accrued on the related Notes during the relevant accrual period or periods);
|
|
4.
|
Note Principal –– first, to the holders of the Class A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, pro rata, based upon their respective unpaid principal amounts, to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, until the principal amount of each such class of Notes is reduced to zero;
|
|
5.
|
Class B Note Interest –– to the Class B Noteholders, accrued and unpaid interest on the Class B Notes, together with any amounts that were to be paid pursuant to this clause (5) on any prior Payment Date but were not paid because Available Collections were not sufficient to make such payment (with interest accrued on such unpaid amounts at the rate at which interest accrued on the Class B Notes during the relevant accrual period or periods);
|
|
6.
|
Note Principal –– to the holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero;
|
|
7.
|
Excess Amounts –– to the Certificateholder, any remaining Available Collections for such Payment Date.
|
Percentage of Aggregate Securitization Value
|
|
Class A Notes
|
____%
|
Class B Notes
|
____%
|
Total
|
____%
|
|
(a)
|
any failure by the Servicer to deposit in the Collection Account or Reserve Account any required payment or to direct the Indenture Trustee to make any required payment or distribution therefrom, which failure continues unremedied for a period of five Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer from the Owner Trustee or the Indenture Trustee or (ii) to the Servicer and to the applicable Owner Trustee and Indenture Trustee by the Holders of Notes evidencing not less than a majority of the Controlling Class of Notes, acting together as a single class;
|
|
(b)
|
failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer described in the Servicing Agreement, which failure shall materially and adversely affect the rights of the Certificateholder or Noteholders and shall continue unremedied for a period of 90 days after the date on which written notice of such failure is received (i) by the Servicer from the Owner Trustee or the Indenture Trustee or (ii) to the Servicer and to the Owner Trustee and Indenture Trustee by the Holders of Notes evidencing not less than a majority of the Controlling Class of Notes, acting together as a single class; or
|
|
(c)
|
the occurrence of certain bankruptcy or insolvency events with respect to the Servicer;
|
·
|
the Servicer under the Servicing Agreement or the SUBI Trust Agreement;
|
·
|
the Administrator under the Trust Agreement, the Trust Administration Agreement or the Indenture;
|
·
|
the Depositor under the SUBI Certificate Transfer Agreement, the Trust Agreement or the Back-up Security Agreement; or
|
·
|
the Indenture Trustee under the Indenture.
|
Party
|
Amount
|
Servicer(1)(2)
|
(i) from Available Collections, one-twelfth of ____% multiplied by the outstanding Aggregate Securitization Value as of the first day of the related Collection Period (or, in the case of the first Payment Date, __________ of ____% multiplied by the outstanding Aggregate Securitization Value as of the Cutoff Date) plus (ii) investment earnings on amounts on deposit in the collection account and all late fees, extension fees and other administrative fees and expenses or similar charges allowed by applicable law with respect to the Specified Leases received by the Servicer during the related Collection Period (the “Servicing Fee).”
|
(1)
|
To be paid before any amounts are distributed to Noteholders.
|
(2)
|
The Servicer shall pay any Owner Trustee, [Delaware Trustee,] Administrator or Indenture Trustee fees and expenses from the fees paid to the Servicer.
|
[Principal
Amount of
Class A-1 Notes]
|
Principal
Amount of
Class A-2 Notes
|
Principal
Amount of
Class A-3 Notes
|
Principal
Amount of
Class A-4 Notes
|
[Principal
Amount of
Class B Notes]
|
|
__________.
|
$__________
|
$__________
|
$__________
|
$__________
|
$__________
|
__________.
|
$__________
|
$__________
|
$__________
|
$__________
|
$__________
|
__________.
|
$__________
|
$__________
|
$__________
|
$__________
|
$__________
|
Total
|
$__________
|
$__________
|
$__________
|
$__________
|
$__________
|
Underwriting
Discount and
Commissions
|
Net Proceeds
to the Depositor(1)
|
Selling
Concessions
Not to Exceed(2)
|
Reallowance
Not to Exceed
|
|
[Class A-1 Notes
|
____%
|
____%
|
____%
|
____%]
|
Class A-2 Notes
|
____%
|
____%
|
____%
|
____%
|
Class A-3 Notes
|
____%
|
____%
|
____%
|
____%
|
Class A-4 Notes
|
____%
|
____%
|
____%
|
____%
|
[Class B Notes
|
____%
|
____%
|
____%
|
____%]
|
Total for the Notes
|
$__________
|
$__________
|
(1)
|
Before deducting expenses payable by the Depositor, estimated to be $__________.
|
(2)
|
Due to sales to affiliates, one or more of the underwriters may be required to forego a de minimus portion of the selling concession they would otherwise be entitled to receive.
|
|
(a)
|
to legal entities which are authorized or regulated to operate in financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
|
|
(b)
|
to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or
|
|
(c)
|
in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.
|
|
(b)
|
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) and (to the extent that it is a person authorised in the United Kingdom pursuant to Part IV of the FSMA) Section 238(1) of the FSMA does not apply to the Issuing Entity; and
|
|
(c)
|
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.
|
201_-_ SUBI Assets
|
S-33
|
2011-1 SUBI
|
S-33
|
ABS
|
S-50
|
ABS Tables
|
S-51
|
Administration Agreement
|
S-35
|
Administrator
|
S-35
|
Aggregate Securitization Value
|
S-60
|
ALG
|
S-43
|
Article 122a
|
S-22
|
Available Collections
|
S-59
|
BCFP
|
S-23
|
Business Day
|
S-56
|
Certificate Owners
|
S-76
|
Certificateholder
|
S-33
|
Certificates
|
S-33
|
Charged-off Vehicle Proceeds
|
S-68
|
class A notes
|
S-11
|
Class A Notes
|
S-35
|
Class A-1 Final Scheduled Payment Date
|
S-57
|
Class A-1 Notes
|
S-34
|
Class A-2 Final Scheduled Payment Date
|
S-57
|
Class A-2 Notes
|
S-34
|
Class A-3 Final Scheduled Payment Date
|
S-57
|
Class A-3 Notes
|
S-34
|
Class A-4 Final Scheduled Payment Date
|
S-57
|
Class A-4 Notes
|
S-34
|
Class B Final Scheduled Payment Date
|
S-57
|
Class B Notes
|
S-34
|
Clearstream
|
A-1
|
Closing Date
|
S-34
|
Code
|
S-74
|
Collection Account
|
S-65
|
Collection Period
|
S-59
|
Collections
|
S-59
|
Controlling Class
|
S-50
|
Cutoff Date
|
S-39
|
Dealers
|
S-33
|
Defaulted Lease
|
S-47
|
Defaulted Vehicle
|
S-67
|
Delaware Trustee
|
S-34
|
Depositor
|
S-33
|
Determination Date
|
S-59
|
Disposition Expenses
|
S-68
|
Dodd Frank Act
|
S-23
|
DTC
|
S-58, 0-1
|
eligible institution
|
S-66
|
Eligible Investments
|
S-66
|
End of Lease Term Liability
|
S-68
|
Euroclear
|
A-1
|
European Economic Area
|
S-79
|
Event of Default
|
S-58
|
FDIC
|
S-24
|
Final Scheduled Payment Date
|
S-57
|
first priority principal distribution amount
|
S-16
|
First Priority Principal Distribution Amount
|
S-59
|
FSMA
|
S-80
|
Global Notes
|
A-1
|
Indenture
|
S-34
|
Indenture Trustee
|
S-34
|
Initial Lease Balance
|
S-41
|
Initial Note Balance
|
S-33
|
Insurance Proceeds
|
S-68
|
Interest Period
|
S-56
|
Interest Rate
|
S-56
|
Issuer SUBI Certificate Transfer Agreement
|
S-35
|
Issuing Entity
|
S-33
|
Lease Balance
|
S-41
|
Lease Rate
|
S-41
|
Lessee
|
S-36
|
Liquidation Proceeds
|
S-68
|
LKE Program
|
S-36
|
Matured Vehicle
|
S-67
|
Matured Vehicle Proceeds
|
S-68
|
Monthly Payment
|
S-47
|
Monthly Payments
|
S-42
|
Non-U.S. Person
|
A-4
|
Note Owners
|
S-76
|
Noteholders
|
S-33
|
notes
|
S-11
|
Notes
|
S-33
|
OLA
|
S-24
|
Optional Purchase
|
S-67
|
Optional Purchase Price
|
S-67
|
Other SUBI
|
S-33
|
Overcollateralization Target Amount
|
S-60
|
Owner Trustee
|
S-34
|
Payment Date
|
S-56
|
Plan
|
S-74
|
Pool Factor
|
S-55
|
Prospectus Directive
|
S-79
|
PTCE
|
S-75
|
Rating Agency
|
S-66
|
Reallocation Payment
|
S-69
|
Recovery Proceeds
|
S-68
|
Redemption Price
|
S-67
|
regular principal distribution amount
|
S-17
|
Regular Principal Distribution Amount
|
S-60
|
Regulation
|
S-74
|
Relevant Implementation Date
|
S-79
|
Relevant Member State
|
S-79
|
Rent Charge
|
S-40
|
Reserve Account
|
S-62
|
Retained Notes
|
S-78
|
SEC
|
S-55
|
second priority principal distribution amount
|
S-16
|
Second Priority Principal Distribution Amount
|
S-60
|
Securities
|
S-33
|
Securities Act
|
S-78
|
Securitization Rate
|
S-46
|
Securitization Value
|
S-46
|
Securityholders
|
S-33
|
Servicer
|
S-35
|
Servicer Default
|
S-69
|
Servicing Agreement
|
S-35
|
Servicing Fee
|
S-73
|
specified leases
|
S-12
|
Specified Leases
|
S-33
|
specified reserve account balance
|
S-19
|
Specified Reserve Account Balance
|
S-62
|
specified vehicles
|
S-12
|
Specified Vehicles
|
S-33
|
Sponsor
|
S-35
|
SUBI Certificate
|
S-33
|
SUBI Certificate Transfer Agreement
|
S-35
|
SUBI Trust Agreement
|
S-35
|
Supplemental Servicing Fee
|
S-59
|
Tax Counsel
|
S-75
|
TFSS USA
|
S-73
|
Titling Trust
|
S-33
|
Titling Trust Agreement
|
S-35
|
Titling Trustee
|
S-35
|
TMCC
|
S-23, S-33
|
Total Loss Payoff
|
S-68
|
Transaction Documents
|
S-35
|
Trust Agent
|
S-35
|
Trust Agreement
|
S-34
|
Trust Estate
|
S-36
|
Trustees
|
S-39
|
U.S. Bank
|
S-35
|
U.S. Person
|
A-4
|
Underwriters
|
S-77
|
Underwritten Notes
|
S-77
|
UTI
|
S-33
|
UTI Beneficiary
|
S-33
|
|
(a)
|
borrowing through Clearstream or Euroclear for one day (until the purchase side of the day trade is reflected in their Clearstream or Euroclear System accounts) in accordance with the clearing system’s customary procedures;
|
|
(b)
|
borrowing the Global Notes in the U.S. from a DTC Participant no later than one day prior to settlement, which would give the Global Notes sufficient time to be reflected in their Clearstream or Euroclear System account in order to settle the sale side of the trade; or
|
|
(c)
|
staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC Participant is at least one day prior to the value date for the sale to the Clearstream Participant or Euroclear System Participant.
|
Joint Bookrunners
|
||
__________________
|
__________________
|
__________________
|
Co-Managers
|
||
__________________
|
__________________
|
__________________
|
You should review carefully the factors described under “Risk Factors” beginning on page 16 of this prospectus and in the related prospectus supplement.
This prospectus does not contain complete information about the offering of the securities. You are urged to read both this prospectus and the related prospectus supplement that will provide additional information about the securities being offered to you. No one may use this prospectus to offer and sell the securities unless it is accompanied by the related prospectus supplement.
Neither the SEC nor any state securities commission has approved or disapproved the securities or determined that this prospectus or the prospectus supplement is accurate or complete. Any representation to the contrary is a criminal offense.
Notes of a given series issued by an issuing entity will be obligations of that issuing entity only. The notes represent obligations of the related issuing entity only and do not represent the obligations of or interests in Toyota Motor Credit Corporation, Toyota Leasing, Inc., Toyota Lease Trust, Toyota Financial Services Corporation, Toyota Financial Services Americas Corporation, Toyota Motor Corporation, Toyota Motor Sales, U.S.A., Inc. or any of their affiliates. None of the notes, the TMCC Demand Notes, the certificate representing the special undivided beneficial interest in the pool of leases described herein or the underlying leases are insured or guaranteed by any governmental agency.
The TMCC Demand Notes will be obligations solely of Toyota Motor Credit Corporation and will not be obligations of, or directly or indirectly guaranteed by, Toyota Motor Corporation, Toyota Financial Services Corporation or any of their affiliates. The TMCC Demand Notes will have the benefit of credit support agreements as described under “TMCC Demand Notes—Credit Support” in this prospectus.
|
The Issuing Entities –
– will be described in a related prospectus supplement;
– will consist primarily of a certificate representing a special undivided beneficial interest in a pool of closed-end Toyota or Lexus new and used automobile and light-duty truck leases, the related leased vehicles and all of the rights with respect to those leases and related leased vehicles;
– may include credit enhancement described in a related prospectus supplement; and
– will include related assets such as:
The Notes –
The amounts and prices of each offering of notes will be determined at the time of sale and will be described in a prospectus supplement that will be attached to this prospectus.
The TMCC Demand Notes –
The date of this prospectus is __________, 201_.
|
|
·
|
this prospectus, which provides general information, some of which may not apply to a particular series of notes including your series; and
|
|
·
|
the accompanying prospectus supplement, which will describe the specific terms of your series of notes including:
|
|
—
|
the timing of interest and principal payments;
|
|
—
|
the priority of interest and principal payments for each class of offered notes;
|
|
—
|
financial and other information about the leases and related leased vehicles and other related assets owned by the issuing entity;
|
|
—
|
information about the credit enhancement for each class of offered notes; and
|
|
—
|
the method for selling the notes.
|
Page
|
|
SUMMARY OF TERMS
|
8
|
RISK FACTORS
|
16
|
THE SPONSOR, ADMINISTRATOR, SERVICER, UTI BENEFICIARY AND ISSUER OF THE TMCC DEMAND NOTES
|
32
|
THE DEPOSITOR
|
33
|
THE ISSUING ENTITY
|
33
|
THE ISSUING ENTITY PROPERTY
|
34
|
THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE
|
36
|
THE TITLING TRUST
|
36
|
General
|
36
|
The Titling Trustee
|
38
|
Lease Origination and the Titling of Leased Vehicles
|
39
|
THE SUBI
|
39
|
General
|
39
|
Transfers of the SUBI Certificate
|
40
|
THE LEASES
|
40
|
General
|
40
|
Representations, Warranties and Covenants
|
42
|
TMCC’s Lease Financing Program
|
43
|
Underwriting of Motor Vehicle Lease Contracts
|
43
|
Servicing of Motor Vehicle Lease Contracts
|
44
|
Insurance on Specified Vehicles
|
46
|
Leased Vehicle Maintenance
|
46
|
Remarketing Program; Vehicle Disposition Process
|
46
|
Extensions and Pull-Ahead Program
|
47
|
Determination of Residual Values
|
48
|
WHERE YOU CAN FIND MORE INFORMATION ABOUT YOUR NOTES
|
48
|
DELINQUENCIES, REPOSSESSIONS AND NET LOSSES
|
50
|
WEIGHTED AVERAGE LIVES OF THE NOTES
|
50
|
POOL FACTORS AND TRADING INFORMATION
|
51
|
USE OF PROCEEDS
|
51
|
DESCRIPTION OF THE NOTES
|
52
|
General
|
52
|
Principal and Interest on the Notes
|
52
|
The Indenture
|
53
|
The Indenture Trustee
|
57
|
CERTAIN INFORMATION REGARDING THE NOTES
|
57
|
Fixed Rate Notes
|
57
|
Floating Rate Notes
|
57
|
Derivative and Other Cash Flow Enhancement Arrangements
|
63
|
Revolving Period
|
63
|
Prefunding Period
|
64
|
Like Kind Exchange Program
|
64
|
Book Entry Registration
|
64
|
Definitive Securities
|
69
|
List of Securityholders
|
69
|
Reports to Securityholders
|
69
|
DESCRIPTION OF THE TRANSACTION DOCUMENTS
|
71
|
Sale, Assignment, Transfer and Pledge of the SUBI Certificate
|
71
|
Representations and Warranties
|
71
|
Accounts
|
72
|
Servicing Procedures
|
72
|
Custody of Lease Documents and Certificates of Title
|
73
|
Insurance on the Leased Vehicles
|
73
|
Collections
|
74
|
Liquidation Proceeds
|
74
|
Advances
|
75
|
Security Deposits
|
75
|
Realization Upon Charged-off Leases
|
76
|
Servicing Compensation and Payment of Expenses
|
76
|
Distributions on the Notes
|
77
|
Credit and Cash Flow Enhancement
|
77
|
Net Deposits
|
80
|
Statements to Trustees and Issuing Entity
|
80
|
Evidence as to Compliance
|
80
|
Certain Matters Regarding the Servicer; Servicer Liability
|
80
|
Servicer Default
|
81
|
Rights Upon Servicer Default
|
82
|
Amendment
|
83
|
Non-Petition
|
84
|
Payment of Notes
|
84
|
Depositor Liability
|
84
|
Termination
|
84
|
Administration Agreement
|
85
|
CERTAIN LEGAL ASPECTS OF THE TITLING TRUST AND THE SUBI
|
86
|
The Titling Trust
|
86
|
The SUBI
|
88
|
Insolvency-Related Matters
|
88
|
Dodd-Frank Act Orderly Liquidation Authority Provisions
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89
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CERTAIN LEGAL ASPECTS OF THE LEASES AND THE LEASED VEHICLES
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92
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General
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92
|
Back-up Security Interests
|
92
|
Vicarious Tort Liability
|
93
|
Repossession of Specified Vehicles
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94
|
Deficiency Judgments
|
94
|
Consumer Protection Laws
|
95
|
Forfeiture for Drug, RICO and Money Laundering Violations
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96
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Other Limitations
|
96
|
TMCC DEMAND NOTES
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96
|
Issuer of the TMCC Demand Notes
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96
|
General
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97
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Removal of Demand Notes Indenture Trustee; Successor Demand Notes Indenture Trustee
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98
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Successor Corporation
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98
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TMCC Statement as to Compliance
|
98
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Supplemental Demand Notes Indentures
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99
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Events of Default Under the Demand Notes Indenture
|
99
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Absence of Covenants
|
101
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Defeasance and Discharge of Demand Notes Indenture
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101
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Regarding the Demand Notes Indenture Trustee
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101
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Credit Support
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101
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Governing Law
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102
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Where You can Find More Information
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102
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Experts
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103
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES
|
103
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Treatment of the Notes as Debt
|
103
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Possible Alternative Characterization
|
104
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Interest Income to U.S. Noteholders
|
104
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Sale or Exchange of Notes by U.S. Noteholders
|
105
|
Recently Enacted Legislation – Medicare Tax
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105
|
Non-U.S
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106
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Information Reporting and Backup Withholding
|
107
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CERTAIN STATE TAX CONSEQUENCES
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107
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ERISA CONSIDERATIONS
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107
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PLAN OF DISTRIBUTION
|
107
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LEGAL OPINIONS
|
108
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INDEX OF DEFINED TERMS
|
109
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Issuing Entity
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The trust to be formed for each series of notes. The issuing entity will be formed by a trust agreement between the depositor and the owner trustee of the issuing entity.
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Depositor
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Toyota Leasing, Inc., a wholly owned, limited purpose subsidiary of Toyota Motor Credit Corporation. The principal executive offices of Toyota Leasing, Inc. are located at 19851 South Western Avenue, Torrance, California 90501; its telephone number is (310) 468-7333 and its facsimile number is (310) 468-6194.
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Sponsor, Administrator, Servicer,
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UTI Beneficiary and Issuer of the TMCC
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Demand Notes
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Toyota Motor Credit Corporation. The principal executive offices of Toyota Motor Credit Corporation are located at 19001 South Western Avenue, Torrance, California 90501, its telephone number is (310) 468-1310 and its facsimile number is (310) 468-6194.
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Indenture Trustee
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An indenture trustee will be named in the prospectus supplement for each series.
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Owner Trustee
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An owner trustee for each issuing entity that issues a series of notes will be named in the prospectus supplement for that series.
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Titling Trust
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Toyota Lease Trust, a Delaware business trust.
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Titling Trustee
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TMTT, Inc., a Delaware corporation and wholly owned, special purpose subsidiary of U.S. Bank National Association that was organized solely for the purpose of acting as titling trustee. TMTT, Inc. is not affiliated with TMCC or any affiliate.
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Trust Agent
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U.S. Bank National Association.
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Securities
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A series of securities will include one or more classes of notes. Notes of a series will be issued pursuant to an indenture.
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A series of securities will also include one or more certificates representing the undivided ownership interest in the related issuing entity. The certificates will not be offered.
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Holders of classes of notes may have the right to receive their payments before holders of other classes of notes are paid. This is referred to as “sequential payment.” In addition, payments on certain classes of notes may be subordinated to payments to senior classes of notes. This is referred to as “subordination.” The prospectus supplement will describe the payment priorities and any subordination provisions that apply to a class of notes.
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Terms — The terms of each class of notes in a series will be described in the prospectus supplement including:
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A class of notes may differ from other classes of notes in certain respects including:
Form — If you acquire a beneficial ownership interest in the notes of a series, you will generally hold them through The Depository Trust Company in the United States or Clearstream Banking, société anonyme or the Euroclear Bank S.A./N.V, as operator for the Euroclear System. This is referred to as “book entry” form. As long as the notes are held in book entry form, you will not receive a definitive certificate representing the notes.
For additional information, you should refer to “Certain Information Regarding the Notes—Book Entry Registration” in this prospectus.
Denomination — Notes will be issued in the denominations specified in the related prospectus supplement.
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TMCC Demand Notes
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If so specified in the related prospectus supplement, the TMCC demand notes will be issued, in the form of fully registered definitive notes without interest coupons, by TMCC pursuant to the demand notes indenture and purchased by the applicable issuing entity. The TMCC demand notes will be unsecured general obligations of TMCC and will rank pari passu with all other unsecured and unsubordinated indebtedness of TMCC outstanding from time to time. No noteholder will have any direct interest in the TMCC demand notes or have any direct rights under the TMCC demand notes or the demand notes indenture. The applicable issuing entity will be the only holder of TMCC demand notes, and the noteholders will be secured by the TMCC demand notes.
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For additional information regarding the terms and conditions of any TMCC demand notes, you should refer to the related prospectus supplement and “TMCC Demand Notes” in this prospectus.
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The SUBI Certificate
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Certain motor vehicle dealers have assigned, and will assign, directly or indirectly, closed-end Toyota or Lexus new and used automobile and light-duty truck leases to the titling trust pursuant to their dealer agreements. The leases have been or will be underwritten using the underwriting criteria described in this prospectus under “TMCC’s Lease Financing Program— Underwriting of Motor Vehicle Lease Contracts.”
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On or before the date the notes of a series are issued, the titling trust will establish a special unit of beneficial interest, which is also called a SUBI, and allocate to such SUBI certain leases, referred to herein as the “specified leases,” and the related leased vehicles, referred to herein as the “specified vehicles,” owned by the titling trust. Each specified lease and specified vehicle allocated to the SUBI will be selected based on criteria specified in the related SUBI servicing supplement to the titling trust agreement, among Toyota Motor Credit Corporation, as servicer, TMTT, Inc., as titling trustee on behalf of the titling trust, U.S. Bank National Association, as trust agent and the related indenture trustee. These criteria will be described in the related prospectus supplement.
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Each SUBI will be represented by a SUBI certificate representing a beneficial interest in that SUBI. Upon the creation of a SUBI, the titling trust will issue the related SUBI certificate to Toyota Motor Credit Corporation, the beneficiary of the titling trust. Toyota Motor Credit Corporation will then absolutely assign and transfer the SUBI certificate to Toyota Leasing, Inc. pursuant to a SUBI certificate transfer agreement. Toyota Leasing, Inc. will then absolutely assign and transfer the SUBI certificate to the related issuing entity pursuant to an issuer SUBI certificate transfer agreement. The transfer of the SUBI certificate from Toyota Leasing, Inc. to the related issuing entity in exchange for the notes issued by such issuing entity will be described in the related prospectus supplement.
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The Issuing Entity Property
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The assets of each issuing entity:
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o proceeds from claims on related insurance policies,
o amounts deposited in bank accounts specified in the related prospectus supplement, and
o all proceeds of the foregoing.
For additional information regarding the assets of the issuing entity, you should refer to “The Issuing Entity Property” in this prospectus and “The Issuing Entity” in the related prospectus supplement.
Except to the extent otherwise specified in the related prospectus supplement, the issuing entity will use collections on the related specified leases to pay interest and principal to holders of each class of notes. The prospectus supplement will describe whether:
If payments are made other than monthly, or if the servicer may not temporarily commingle collections with its own funds, the issuing entity will need to invest the collections until the relevant payment date. These investments must satisfy criteria specified in the related indenture. In some cases, and if specified in the related prospectus supplement, the investments will be demand notes issued by Toyota Motor Credit Corporation. These demand notes will be unsecured general obligations of Toyota Motor Credit Corporation and will rank equally with all other outstanding senior unsecured debt of Toyota Motor Credit Corporation.
If so specified in the related prospectus supplement, the related issuing entity may invest in demand notes of Toyota Motor Credit Corporation even if payments to holders of the issuing entity’s notes are to be paid monthly. If so specified in the related prospectus supplement, the related issuing entity may invest amounts on deposit in any reserve account in demand notes of Toyota Motor Credit Corporation.
If so specified in the related prospectus supplement, the related issuing entity may issue to Toyota Motor Credit Corporation, or any creditworthy third party, a revolving liquidity note as a form of liquidity enhancement.
For additional information regarding the terms and conditions of any TMCC demand notes and any revolving liquidity note, you should refer to “TMCC Demand Notes“ and “Description of the Transaction Documents – Credit and Cash Flow Enhancement – Revolving Liquidity Note” in this prospectus.
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Prefunding
|
If specified in a prospectus supplement, on the applicable closing date, the depositor will make a deposit into a prefunding account from proceeds received from the sale of the related notes, in an amount that will be specified in the related prospectus supplement,
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but not to exceed 50% of the proceeds of the offering. Amounts on deposit in the prefunding account will be used to purchase a beneficial interest in additional leases and related leased vehicles, which will be required to have the same eligibility criteria and general characteristics as the initial related specified leases and specified vehicles during the period to be specified in the related prospectus supplement, which may not exceed one year from the date of issuance of the related notes. Any amounts remaining on deposit in the prefunding account following the end of the specified prefunding period will be transferred to the related collection account and included as part of available amounts on the next succeeding payment date or applied to specific classes of notes as described in the prospectus supplement.
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Revolving Period
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If specified in a prospectus supplement, during the period beginning on the related closing date and ending on the payment date to be specified in the related prospectus supplement, which may not exceed three years from the date of issuance of the related notes, certain collections on the related specified leases that otherwise would become principal distributable amounts on the next related payment date will instead be used to purchase a beneficial interest in additional leases and related leased vehicles, which will be required to have the same eligibility criteria and general characteristics as the initial pool of related specified leases and specified vehicles or such other characteristics as described in the related prospectus supplement. At the time of such purchase, such additional leases and related leased vehicles will be allocated to the related SUBI.
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An issuing entity may have both a prefunding account and revolving period. In this event, the prospectus supplement will specify which funds will be applied first to the purchase of beneficial interests in additional leases and related leased vehicles.
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Credit and Cash Flow Enhancement
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The issuing entities may include certain features designed to provide protection to one or more classes of notes. These features are referred to as “credit enhancement.” Credit enhancement may include any one or more of the following:
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In addition, the issuing entity may include certain features designed to ensure the timely payment of amounts owed to noteholders. These features may include any one or more of the following:
The specific terms of any credit or cash flow enhancement applicable to an issuing entity or to the notes issued by an issuing entity will be described in detail in the related prospectus supplement, including any limitations or exclusions from coverage.
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Servicing
|
Toyota Motor Credit Corporation will be appointed to act as servicer for the specified leases. In that capacity, the servicer will handle the collection of amounts due in respect of the specified leases and the disposition of the specified vehicles when the specified leases terminate or specified vehicles relating to defaulted specified leases are repossessed. The issuing entity will pay the servicer a monthly fee equal to a percentage of the aggregate securitization value of the related specified leases at the beginning of the preceding month specified in the related prospectus supplement. The servicer will also receive additional servicing compensation in the form of investment earnings, late fees, extension fees and other administrative fees and expenses or similar charges received by the servicer during such month.
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Advances
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If specified in the related prospectus supplement, the servicer may have the option to advance to the issuing entity lease payments that are due but unpaid by the lessee or proceeds from expected sales of specified vehicles for which the related specified leases have terminated during the related collection period, to the extent provided in the related prospectus supplement. The issuing entity will reimburse the servicer from late collections on the specified leases for which the servicer has made advances, or from collections generally if the servicer determines that an advance will not be recoverable with respect to the related specified lease or specified vehicle.
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For additional information regarding advances and reimbursement of advances, you should refer to “Description of the Transaction Documents—Advances” in this prospectus.
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Optional Purchase
|
The servicer or an affiliate may purchase all of the assets of the issuing entity on any payment date when the aggregate
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securitization value of the related specified leases, as of the end of the related collection period, is less than the percentage specified in the related prospectus supplement of the aggregate securitization value of the related specified leases on the related cutoff date, which would cause the issuing entity to redeem outstanding notes prior to their final scheduled payment dates.
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For additional information, you should refer to “Description of the Transaction Documents—Termination” in this prospectus.
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Changes in Payment Priorities
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Each prospectus supplement will provide a description of the conditions under which changes in the priority of payments to noteholders would be made on any given payment date.
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Reallocation of Specified Leases and Specified
|
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Vehicles from the Related SUBI
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With respect to each series of notes, the servicer will be obligated to deposit or cause to be deposited into the related collection account an amount equal to the securitization value of any related specified leases in respect of which the servicer has breached certain representations, warranties or agreements if such breach materially and adversely affects the related issuing entity and is not timely cured. Any such affected specified leases and related specified vehicles will be reallocated from the related SUBI upon deposit of the related securitization value. In addition, the servicer will be obligated to deposit or cause to be deposited into the related collection account an amount equal to the securitization value of any related specified leases for which a lessee changes the domicile of or title to the related specified vehicle to any jurisdiction in which the titling trust is not qualified and licensed to do business and does not become qualified within 90 days of the date on which the servicer is aware of such move or any other jurisdiction specified in the related prospectus supplement.
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For additional information regarding the representations and warranties made by the servicer for each series of notes, you should refer to “The Leases—General,” “—Representations, Warranties and Covenants” in this prospectus and “The Specified Leases—Characteristics” in the related prospectus supplement. For additional information regarding the obligation of the servicer to reallocate specified leases and specified vehicles from the SUBI for each series of notes, you should refer to “Description of the Transaction Documents—Liquidation Proceeds” in this prospectus.
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Tax Status
|
Special tax counsel to the issuing entity will be required to deliver an opinion that, although there is no authority directly on point with respect to transactions similar to those contemplated in this prospectus:
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By purchasing a note you will be agreeing to treat the note as indebtedness for tax purposes. You should consult your own tax advisor regarding the federal tax consequences of the purchase, ownership and disposition of the notes, and the tax consequences arising under the laws of any state or other taxing jurisdiction.
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For additional information regarding the application of Federal and state tax laws, you should refer to “Certain Federal Income Tax Consequences” and “Certain State Tax Consequences” in this prospectus.
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ERISA Considerations
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Notes will generally be eligible for purchase by employee benefit plans. For additional information regarding the ERISA eligibility of any class of notes, you should refer to “ERISA Considerations” in this prospectus and the related prospectus supplement.
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You must rely for repayment only upon payments from the issuing entity’s assets which may not be sufficient to make full payments on your notes.
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The notes represent interests solely in the issuing entity or indebtedness of the issuing entity and will not be insured or guaranteed by the depositor, sponsor, administrator, servicer or any of their respective affiliates, any governmental entity, the related trustee or any other person or entity other than the issuing entity. The only sources of payment on your notes are payments received on the related specified leases and specified vehicles and, if and to the extent available, any credit or cash flow enhancement for the issuing entity, including amounts on deposit in the reserve account, if any, established for that issuing entity. If the available credit enhancement is exhausted, your notes will be paid solely from current distributions on the related specified leases and specified vehicles. In limited circumstances, the issuing entity will also have access to the funds in a yield maintenance account or have the benefit of overcollateralization to provide limited protection against low-interest yielding lease contracts.
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For additional information, you should refer to “Description of the Transaction Documents—Credit and Cash Flow Enhancement—Yield Maintenance Account” and “—Yield Maintenance Agreement” in this prospectus.
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Return rates may increase losses.
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Under each specified lease, the lessee may elect to purchase the related vehicle at the expiration of the specified lease for an amount generally equal to the stated residual value established at the inception of the specified lease. Lessees who decide not to purchase their specified vehicles at lease termination will return the specified vehicle and expose the related issuing entity to possible losses if the sale prices of such vehicles in the used car market are less than their respective stated residual values. The level of returns at lease termination could be adversely affected by lessee views on vehicle quality, the relative attractiveness of new models available to the lessees, sales and lease incentives offered with respect to other vehicles (including those offered by Toyota Motor Credit Corporation), the level of the purchase option prices for the related specified vehicles compared to new and used vehicle prices and economic conditions generally. The grant of extensions and the early termination of specified leases allocated to the SUBI certificate for your series of notes by lessees may affect the number of returns in a particular month. If losses resulting from increased returns exceed the credit enhancement available for your series of notes, you may suffer a loss on your investment.
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You may experience reduced returns on your investments resulting from prepayments on the specified leases, events of default, optional redemption, reallocation of the specified and the specified vehicles from the SUBI or early termination of the issuing entity.
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You may receive payment of principal on your notes earlier than you expected for the reasons described below. As a result, you may not be able to reinvest the principal paid to you earlier than you expected at a rate of return that is equal to or greater than the rate of return on your notes. Prepayments on the specified leases by the related lessees and reallocations of the leases and related leased vehicles from the related SUBI by the
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servicer will shorten the lives of the notes to an extent that cannot be fully predicted.
In addition, an issuing entity may contain a feature known as a prefunding account from which specified funds will be used to purchase a beneficial interest in additional leases and related leased vehicles after the date the notes are issued. To the extent all of those funds are not used by the end of the specified period to purchase new beneficial interests, those funds will be used to make payments on the notes. In that event, you would receive payments on your notes earlier than expected. Unless otherwise described in the related prospectus supplement, Toyota Motor Credit Corporation, as servicer, may be required to reallocate from the related SUBI certain specified leases and specified vehicles if it breaches its servicing obligations with respect to those specified leases and specified vehicles or if there is a breach of the representations and warranties relating to those specified leases or specified vehicles and such breach materially and adversely affects the interest of the related issuing entity and such breach is not timely cured. In connection with any reallocation, the servicer will be obligated to pay the related issuing entity an amount equal to (i) the present value of the monthly payments remaining to be made under the affected specified lease, discounted at a rate specified in the related prospectus supplement and (ii) the present value of the residual value of the affected specified vehicle discounted at a rate specified in the related prospectus supplement. The servicer or an affiliate may also be permitted to purchase all of the assets of the issuing entity on any payment date if the aggregate securitization value, as of the last day of the related collection period, is less than or equal to the percentage specified in the related prospectus supplement of the aggregate securitization value as of the related cutoff date.
Further, the specified leases allocated to the SUBI for a series of notes may be prepaid, in full or in part, voluntarily or as a result of defaults, theft of or damage to the related specified vehicles or for other reasons. The rate of prepayments on the specified leases allocated to the SUBI for a series of notes may be influenced by a variety of economic, social and other factors in addition to those described above. For these reasons, the servicer cannot predict the actual prepayment rates for the specified leases. You will bear any reinvestment risks resulting from prepayments on the specified leases and the corresponding acceleration of payments on the related notes.
The final payment of each class of notes is expected to occur prior to its scheduled final payment date because of the prepayment and reallocation considerations described above. If sufficient funds are not available to pay any class of notes in full on its final scheduled payment date, an event of default will occur and final payment of that class of notes may occur later than that date.
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Interests of other persons in the specified leases and the specified vehicles could be superior to the issuing entity’s interest, which may result in delayed or reduced payment on your notes.
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Because each SUBI will represent a beneficial interest in the related SUBI assets, you will be dependent on payments made on the specified leases allocated to the SUBI for your series of notes and proceeds received in connection with the sale or other disposition of the related specified vehicles for payments on your notes. Except to the extent of the back-up security interest as discussed in this prospectus under “Certain Legal Aspects of the Leases and the Leased Vehicles—Back-up Security Interests,” the issuing entity of a series will not have a direct ownership interest in the related specified leases or a direct ownership interest or perfected security interest in the related specified vehicles, which will be titled in the name of the titling trust or the titling trustee on behalf of the titling trust. It is therefore possible that a claim against or lien on the specified vehicles or the other assets of the titling trust could limit the amounts payable in respect of the related SUBI certificate to less than the amounts received from the lessees of the related specified vehicles or received from the sale or other disposition of the related specified vehicles.
Further, liens in favor of and/or enforceable by the Pension Benefit Guaranty Corporation could attach to the specified leases and specified vehicles owned by the titling trust (including the specified leases and the specified vehicles allocated to the SUBI for your series of notes) and could be used to satisfy unfunded ERISA obligations of any member of a controlled group that includes Toyota Motor Credit Corporation and its affiliates. Because these liens could attach directly to the specified leases and specified vehicles allocated to the SUBI for your series of notes and because no issuing entity will have a prior perfected security interest in the assets of the related SUBI, these liens could have priority over the interest of the issuing entity for a series of notes in the assets of the related SUBI. As of the date of this prospectus, Toyota Motor Credit Corporation does not have any material unfunded liabilities with respect to its defined benefit pension plans.
To the extent a third-party makes a claim against, or files a lien on, the assets of the titling trust, including the specified vehicles allocated to the SUBI for your series of notes, it may delay the disposition of those specified vehicles or reduce the amount paid to the holder of the related SUBI certificate. If that occurs, you may experience delays in payment or losses on your investment. For additional information regarding potential claims against, or liens on, the assets of the titling trust, you should refer to “Certain Legal Aspects of the Leases and the Leased Vehicles—Back-up Security Interests” in this prospectus.
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The bankruptcy of your issuing entity could result in losses or delays in payments on your notes.
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If your issuing entity becomes subject to bankruptcy proceedings, you could experience losses or delays in the payments on your notes as a result of, among other things, an “automatic stay,” which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the applicable court, and provisions of the U.S. Bankruptcy Code that permit substitution of collateral in limited circumstances.
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The bankruptcy of Toyota Motor Credit Corporation or the depositor could result in losses or delays in payments on the notes.
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If Toyota Motor Credit Corporation or the depositor becomes subject to bankruptcy proceedings, you could experience losses or delays in the payments on your notes. Toyota Motor Credit Corporation will absolutely assign and transfer the SUBI certificate for your series of notes to the depositor, and the depositor will in turn absolutely assign and transfer the SUBI certificate to the issuing entity. However, if Toyota Motor Credit Corporation or the depositor becomes subject to a bankruptcy proceeding, the court in the bankruptcy proceeding could conclude that Toyota Motor Credit Corporation or the depositor effectively still owns the SUBI certificate for your series of notes by concluding that the sale to the depositor by Toyota Motor Credit Corporation or the transfer to the issuing entity by the depositor was not a “true sale” or that the depositor should be consolidated with Toyota Motor Credit Corporation for bankruptcy purposes or that the issuing entity should be consolidated with Toyota Motor Credit Corporation or the depositor for bankruptcy purposes. If a court were to reach this conclusion, you could experience losses or delays in payments on the notes as a result of, among other things:
The depositor will take steps in structuring each transaction described in this prospectus to minimize the risk that a court would consolidate the depositor with Toyota Motor Credit Corporation or consolidate the issuing entity with the depositor for bankruptcy purposes or conclude that the transfer of the SUBI certificate was not a “true sale.” For additional information, you should refer to “Certain Legal Aspects of the Titling Trust and the SUBI—Insolvency-Related Matters” in this prospectus.
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Failure to pay principal on your notes will not constitute an event of default until maturity.
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The amount of principal required to be paid to the noteholders will generally be limited to amounts available in the collection account (and the reserve account or other forms of
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credit or cash flow enhancement, if any). Therefore, the failure to pay principal of your notes generally will not result in the occurrence of an event of default until the final scheduled payment date for your notes. For additional information, you should refer to “Description of the Notes—The Indenture—Events of Default; Rights Upon Event of Default” in this prospectus.
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Specified leases that fail to comply with consumer protection laws may be unenforceable, which may result in losses on your investment.
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Numerous federal and state consumer protection laws, including the federal Consumer Leasing Act of 1976 and Regulation M promulgated by the Board of Governors of the Federal Reserve System, impose requirements on consumer lease contracts. The Consumer Leasing Act places disclosure and substantive transaction restrictions on consumer leasing transactions. California has enacted comprehensive vehicle leasing statutes that, among other things, regulate the disclosures to be made at the time a vehicle is leased. A majority of states have enacted legislation establishing licensing requirements to conduct financing activities. Most states also impose limits on the maximum rate of finance charges. State laws also impose requirements and restrictions with respect to, among other matters, required lease disclosures, late fees and other charges, the right to repossess a vehicle for failure to pay or other defaults under the lease contract, other rights and remedies the servicer may exercise in the event of a default under the lease contract, privacy matters, and other consumer protection matters. The failure by the titling trust to comply with these requirements may give rise to liabilities on the part of the titling trust (as lessor under the specified leases) or the issuing entity of a series (as owner of the related SUBI certificate). Further, many states have adopted “lemon laws” that provide vehicle users certain rights in respect of substandard vehicles. A successful claim under a lemon law could result in, among other things, the termination of the related specified lease and/or the requirement that all or a portion of payment previously paid by the lessee be refunded. Toyota Motor Credit Corporation will make representations and warranties that each specified lease complies with all requirements of applicable law in all material respects. If any such representation and warranty proves incorrect, has certain material and adverse affects on the related issuing entity, and is not timely cured, Toyota Motor Credit Corporation will be required to make a reallocation payment in respect of the related specified lease and specified vehicle and reallocate the related specified lease and specified vehicle out of the related SUBI. To the extent that Toyota Motor Credit Corporation fails to make such reallocation payment, or to the extent that a court holds the titling trust or the applicable issuing entity liable for violating consumer protection laws regardless of such a reallocation, a failure to comply with consumer protection laws could result in required payments by the titling trust or the related issuing entity. If sufficient funds are not available to make both payments to lessees and on your notes, you may suffer a loss on your investment in the notes. For additional information, you should refer to “Certain Legal Aspects of the Leases and the Leased Vehicles — Consumer Protection Laws” in this prospectus.
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Recently enacted legislation and future regulatory reforms could have an adverse
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Due to the current economic and political environment, Toyota Motor Credit Corporation and other financial institutions
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effect on Toyota Motor Credit Corporation’s business and operating results.
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face the prospect of increased regulation and regulatory scrutiny. The financial services industry is likely to see increased disclosure obligations, restrictions on pricing and enforcement proceedings through the Dodd-Frank Wall Street Reform and Consumer Protection Act and other similar legislation. The potential impact of such legislation and resulting regulations may include increased cost of operations due to greater regulatory oversight, supervision and examination and limitations on our ability to expand product and service offerings due to stricter consumer protection laws and regulations.
Compliance with applicable law is costly and can affect operating results. Compliance requires forms, processes, procedures, controls and the infrastructure to support these requirements. Compliance may create operational constraints and place limits on pricing. Laws in the financial services industry are designed primarily for the protection of consumers. The failure to comply could result in significant statutory civil and criminal penalties, monetary damages, attorneys’ fees and costs, possible revocation of licenses and damage to Toyota Motor Credit Corporation’s reputation, brand and valued customer relationships.
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There may be potential adverse effects on the servicer, the specified leases, the specified vehicles and your notes in the event any Toyota or Lexus models are subject to recalls.
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Potential Impact on TMCC. Toyota Motor Sales, U.S.A., Inc. (“TMS”) may announce recalls and temporary suspensions of sales and production of certain Toyota and Lexus models. Because TMCC’s business is substantially dependent upon the sale of Toyota and Lexus vehicles, these events or similar future events could adversely affect TMCC’s business. A decline in values of used Toyota and Lexus vehicles would have a negative effect on realized values and return rates which, in turn, could increase credit losses to TMCC. Further, TMCC and its affiliates may be subject to litigation or governmental investigation relating to any recall-related events and may thus become subject to judgments, fines or other penalties. These factors could have a negative effect on TMCC’s operating results and financial condition.
If the demand for used Toyota or Lexus vehicles decreases due to recalls or other factors, the resale value of the vehicles related to the specified leases may also decrease. As a result, the amount of proceeds received upon the liquidation or other disposition of specified vehicles may decrease. In addition, as a result of recalls, if any, lessees of specified vehicles may be more likely to be delinquent in or default on payments on their leases.
If any of these events materially affect collections on the specified leases and specified vehicles securing your notes, you may experience delays in payments or principal losses on your notes if the available credit enhancement has been exhausted.
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There may be potential adverse effects of credit ratings-related matters on the servicer.
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Several credit rating agencies rate the long-term corporate credit and/or debt of TMCC and its affiliates. The credit ratings of TMCC depend, in large part, on the existence of the credit support arrangements with Toyota Financial Services Corporation and Toyota Motor Corporation (“TMC”) and on the financial condition and operating results of TMC. If these
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arrangements (or replacement arrangements acceptable to the applicable rating agencies) become unavailable to TMCC, or if the credit ratings of the credit support providers were lowered, TMCC’s credit ratings would be adversely impacted. The cost and availability of financing is influenced by credit ratings, which are intended to be an indicator of the creditworthiness of a particular company, security or obligation.
Credit rating agencies which rate the credit of TMC and its affiliates, including TMCC, may qualify or alter ratings at any time. Global economic conditions and other geopolitical factors may directly or indirectly affect such ratings. Any downgrade in the sovereign credit ratings of the United States or Japan may directly or indirectly have a negative effect on the ratings of TMC and TMCC. Downgrades or placement on review for possible downgrades could result in an increase in TMCC’s borrowing costs as well as reduced access to global unsecured debt capital markets. In addition, depending on the level of the downgrade, TMCC may be required to post an increased amount of cash collateral under certain of its derivative agreements. These factors would have a negative impact on TMCC’s competitive position, operating results and financial condition.
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Funds held by the servicer that are intended to be used to make payments on the notes may be exposed to a risk of loss.
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Subject to any conditions specified in the related prospectus supplement, the servicer generally may retain all payments and proceeds collected on the related specified leases and specified vehicles (or an amount equal to sales proceeds that are deposited under Toyota Motor Credit Corporation’s Like-Kind Exchange Program (the “LKE Program”)) during each collection period. The servicer is generally not required to segregate those funds from its own accounts until the funds are deposited in the collection account on or prior to each payment date. Until any collections or proceeds (or an amount equal to sales proceeds that are deposited under the LKE Program) are deposited into the collection account, the servicer will be able to invest those amounts for its own benefit at its own risk. The issuing entity and noteholders are not entitled to any amount earned on the funds held by the servicer. If the servicer does not deposit such collections or proceeds (or an amount equal to sales proceeds that are deposited under the LKE Program, for which the related indenture trustee will not have a security interest in the actual specified vehicle sales proceeds held by the qualified intermediary) in the collection account as required on any payment date, the issuing entity may be unable to make the payments owed on your notes.
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A servicer default may result in additional costs, increased servicing fees by a substitute servicer or a diminution in servicing performance, any of which may have an adverse effect on your notes.
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If a servicer default occurs, the titling trustee, at the direction of the indenture trustee or the specified noteholders in a given series of notes may remove the servicer without the consent of the owner trustee or the certificateholders of the equity of the issuing entity. In the event of the removal of the servicer and the appointment of a successor servicer, we cannot predict:
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In addition, the noteholders of the controlling class specified in the related prospectus supplement have the ability, with some exceptions, to waive defaults by the servicer.
Furthermore, the indenture trustee or the noteholders of the controlling class specified in the related prospectus supplement may experience difficulties in appointing a successor servicer and during any transition phase it is possible that normal servicing activities could be disrupted.
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Paying the servicer a fee based on a percentage of the aggregate securitization value of the related specified leases may result in the inability to obtain a successor servicer.
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Because the servicer is paid its base servicing fee based on a percentage of the aggregate securitization value of the related specified leases, the fee the servicer receives each month will be reduced as the size of the pool decreases over time. At some point, if the need arises to obtain a successor servicer, the fee that such successor servicer would earn might not be sufficient to induce a potential successor servicer to agree to service the remaining related specified leases and specified vehicles allocated to the related SUBI. Also if there is a delay in obtaining a successor servicer, it is possible that normal servicing activities could be disrupted during this period.
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The insolvency or bankruptcy of the servicer could delay the appointment of a successor servicer or reduce payments on your notes.
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In the event of default by the servicer resulting solely from certain events of insolvency or the bankruptcy of the servicer, a court, conservator, receiver or liquidator may have the power to prevent either the indenture trustee or the noteholders of the controlling class specified in the related prospectus supplement from appointing a successor servicer or prevent the servicer from appointing a sub-servicer, as the case may be, and delays in the collection of payments on the related specified leases and specified vehicles may occur. Any delay in the collection of payments on the related specified leases and specified vehicles may delay or reduce payments to noteholders.
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Losses and delinquencies on the related specified leases and specified vehicles may differ from Toyota Motor Credit Corporation’s historical loss and delinquency levels.
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We cannot guarantee that the delinquency and loss levels of the related specified leases and specified vehicles beneficially owned by an issuing entity will correspond to the delinquency and loss levels Toyota Motor Credit Corporation has experienced in the past on its lease portfolio. There is a risk that delinquencies and losses could increase or decline for various reasons including changes in underwriting standards or changes in local, regional or national economies.
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If the issuing entity enters into a currency or an interest rate swap, payments on the notes will be dependent on payments made under the swap agreement.
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If the issuing entity enters into a currency swap, interest rate swap or a combined currency and interest rate swap, its ability to protect itself from shortfalls in cash flow caused by currency or interest rate changes will depend to a large extent on the terms of the swap agreement and whether the swap counterparty performs its obligations under the swap. If the issuing entity does not receive the payments it expects from the swap counterparty, the issuing entity may not have adequate funds to make all payments to noteholders when due, if ever.
If the issuing entity issues notes with adjustable interest rates, interest will be due on the notes at adjustable rates, while
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payments on the related specified leases and specified vehicles are based on fixed rates. In this circumstance, the issuing entity may enter into an interest rate swap to reduce its exposure to changes in interest rates. An interest rate swap requires one party to make payments to the other party in an amount calculated by applying an interest rate (for example a floating rate) to a specified notional amount in exchange for the other party making a payment calculated by applying a different interest rate (for example a fixed rate) to the same notional amount. For example, if the issuing entity issues $100 million of notes bearing interest at a floating LIBOR rate, it might enter into a swap agreement under which the issuing entity would pay interest to the swap counterparty in an amount equal to an agreed upon fixed rate on $100 million in exchange for receiving interest on $100 million at the floating LIBOR rate. The $100 million would be the “notional” amount because it is used simply to make the calculation. In an interest rate swap, no principal payments are exchanged.
If the issuing entity issues notes denominated in a currency other than U.S. dollars, the issuing entity will need to make payments on the notes in a currency other than U.S. dollars, as described in the related prospectus supplement. Payments collected on the specified leases, however, will be made in U.S. dollars. In this circumstance, the issuing entity may enter into a currency swap to reduce its exposure to changes in currency exchange rates. A currency swap requires one party to provide a specified amount of a currency to the other party at specified times in exchange for the other party providing a different currency at a predetermined exchange ratio. For example, if the issuing entity issues notes denominated in Swiss Francs, it might enter into a swap agreement with a swap counterparty under which the issuing entity would use the collections on the related specified leases and specified vehicles to pay U.S. dollars to the swap counterparty in exchange for receiving Swiss Francs at a predetermined exchange rate to make the payments owed on the notes.
In some cases, an issuing entity may enter into a currency or interest rate swap with Toyota Motor Credit Corporation as the swap counterparty. The terms of any swap will be described in more detail in the related prospectus supplement.
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Termination of a swap agreement and the inability to locate a replacement swap counterparty may cause termination of the issuing entity and sale of its assets.
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A swap agreement may be terminated if particular events occur. Most of these events are generally beyond the control of the issuing entity or the swap counterparty. If an event of default under a swap agreement occurs and the trustee is not able to assign the swap agreement to another party, obtain a swap agreement on substantially the same terms or is unable to establish any other arrangement consistent with the rating agencies’ criteria, the trustee may terminate the swap agreement, which may result in an event of default under the related indenture if specified in the related prospectus supplement. It is impossible to predict how long it would take to sell the assets of the issuing entity. Some of the possible adverse consequences of a sale of the assets of the issuing entity are:
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Additional information about termination of the issuing entity and sale of the issuing entity’s assets, including a description of how the proceeds of a sale would be distributed will be included in the related prospectus supplement. Any swap agreement involves risk. An issuing entity will be exposed to this risk should it use this mechanism. For this reason, only investors capable of understanding these risks should invest in the notes. You are strongly urged to consult with your financial advisors before deciding to invest in the notes if a swap is involved.
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The ratings for the notes may be lowered or withdrawn at any time and do not consider the suitability of the notes for you.
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The ratings assigned to the notes by any rating agency will be based on, among other things, the adequacy of the assets of the issuing entity, any credit enhancement for a series of notes and any other information such rating agency considers material to such determination. A security rating is not a recommendation to buy, sell or hold the notes. The rating considers only the likelihood that the issuing entity will pay interest on time and will ultimately pay principal in full or make full distributions of note balances. Ratings on the notes do not address the timing of distributions of principal on the notes prior to their applicable final scheduled payment date. The ratings do not consider the prices of the notes or their suitability to a particular investor. The ratings may be lowered or withdrawn at any time. If any rating agency changes its rating or withdraws its rating, no one has an obligation to provide additional credit enhancement or to restore the original rating.
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The rating of a swap counterparty or the issuer of demand notes may affect the ratings of the notes.
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If an issuing entity enters into a swap or invests in Toyota Motor Credit Corporation demand notes, any rating agencies rating the notes will consider the provisions of the swap agreement or the demand notes and any ratings assigned to the swap counterparty and Toyota Motor Credit Corporation, as issuer of the demand notes in rating the notes. Toyota Motor Credit Corporation may also be the swap counterparty. A downgrade, suspension or withdrawal of the rating of the debt of Toyota Motor Credit Corporation by any rating agency may result in the downgrade, suspension or withdrawal of the rating
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assigned by that rating agency to any class (or all classes) of notes. A downgrade, suspension or withdrawal of the rating assigned by any rating agency to a class of notes would likely have adverse consequences on their liquidity or market value.
To provide some protection against the adverse consequences of a downgrade, the swap counterparty will be required to take one of the following actions if any rating agency rating its debt reduces its debt ratings below certain levels:
If Toyota Motor Credit Corporation is the swap counterparty, it may be able to cure the effects of a downgrade by taking the actions described above. However, if Toyota Motor Credit Corporation is both the demand note issuer and the swap counterparty, these actions may not be sufficient to prevent a downgrade of the ratings of the notes.
Any currency or interest rate swap or demand notes involve a degree of counterparty credit risk. An issuing entity will be exposed to this risk should it use any of these mechanisms. For this reason, only investors capable of understanding these risks should invest in the notes. You are strongly urged to consult with your financial advisors before deciding to invest in the notes if a swap or demand notes are involved.
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The rating of a third party credit enhancement provider may affect the ratings of the notes.
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If an issuing entity enters into any third party credit enhancement arrangement, any rating agencies rating the issuing entity’s notes will consider the provisions of the arrangement and any rating of any third party credit enhancement provided. If any rating agency rating the notes downgrades the debt rating of any third party credit provider, it is also likely to downgrade the rating of the notes. Any downgrade in the rating of the notes could have severe adverse consequences on their liquidity or market value.
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Dependence on a revolving liquidity note to fund certain shortfalls presents counterparty risk, risk of change of yields of the notes and risk of loss in connection with breach of funding obligation.
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General. If an issuing entity enters into a revolving liquidity note agreement, any rating agencies rating the issuing entity’s notes will consider the provisions of the revolving liquidity note and any rating of the holder of the revolving liquidity note in rating the notes. Toyota Motor Credit Corporation may be the holder of the revolving liquidity note. If any rating agency rating the notes downgrades the debt rating of the holder of the revolving liquidity note, it is also likely to downgrade the rating of the notes. Any downgrade in the rating of the notes could have severe adverse consequences on their liquidity or market value.
Counterparty Risk; Performance Risk. The amounts available to the issuing entity to pay interest and principal of the
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notes may depend in part on the operation of the revolving liquidity note agreement and the performance of the obligations of the holder of the revolving liquidity note under the revolving liquidity note agreement.
On any payment date on which available collections are insufficient to fund payments of interest on and principal of the notes, the issuing entity may be dependent on receiving payments from the holder of the revolving liquidity note, to make payments on the notes to the extent there are no amounts, or insufficient amounts, then on deposit in the reserve account to fund the shortfalls. If the holder of the revolving liquidity note fails to fund any requested draw, the amount of credit enhancement available in the current or any future period may be reduced and you may experience delays and/or reductions in the interest and principal payments on your notes. This is particularly true because these funding obligations could arise under circumstances where there are no amounts on deposit in the reserve account and current collections are insufficient to fund the shortfalls or to start making deposits into the reserve account to be available to make payments in future periods. A failure by the holder of the revolving liquidity note to fund draws will cause you to experience delays and/or reductions in interest and principal payments on your notes.
Investors should make their own determinations as to the likelihood of performance by the holder of the revolving liquidity note of its obligations under the revolving liquidity note agreement.
An event of default may affect weighted average life and yield. If the holder of the revolving liquidity note defaults on its obligation to fund the entire undrawn amount of the revolving liquidity note in connection with a downgrade or breach of funding obligation, this default may constitute an event of default that will cause the priority of payments of all notes to change. Thereafter, all classes of notes may be exposed to the risk of additional shortfalls and losses, and, even if sufficient collections are thereafter available to fund payment in full of all classes of notes, this change in the priority of payments will change the timing of the repayment in full relative to the respective final scheduled payment dates of each class, with corresponding negative effects on the yields to the holders of each class.
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Proceeds of the liquidation of the assets of the related issuing entity may not be sufficient to pay your notes in full.
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If so directed by the holders of the requisite percentage of outstanding notes of a series (or, if so specified in the related prospectus supplement, the requisite percentage of outstanding notes of the controlling class of a series), following an acceleration of the notes upon an event of default, the indenture trustee will liquidate the assets of the issuing entity only in limited circumstances. However, there is no assurance that the amount received from liquidation will be equal to or greater than the aggregate principal amount of the notes. Therefore, upon an event of default, there can be no assurance that sufficient funds will be available to repay you in full. This deficiency will be more severe in the case of any notes where the aggregate principal amount of the notes exceeds the aggregate |
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Because the notes are in book entry form, your rights can only be exercised indirectly.
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Because the notes will be issued in book entry form, you will be required to hold your interest in the notes through The Depository Trust Company in the United States, or Clearstream Banking, société anonyme or the Euroclear Bank S.A./N.V, as operator for the Euroclear System or their successors or assigns. Transfers of interests in the notes within The Depository Trust Company, Clearstream Banking, société anonyme or the Euroclear System must be made in accordance with the usual rules and operating procedures of those systems. So long as the notes are in book entry form, you will not be entitled to receive a definitive note representing your interest. The notes will remain in book entry form except in the limited circumstances described under “Certain Information Regarding the Notes—Book Entry Registration” in the related prospectus supplement. Unless and until the notes cease to be held in book entry form, the indenture trustee will not recognize you as a “noteholder,” as the term is used in the indenture. As a result, you will only be able to exercise the rights of noteholders indirectly through The Depository Trust Company (if in the United States) and its participating organizations, or Clearstream Banking, société anonyme and the Euroclear Bank S.A./N.V, as operator for the Euroclear System and their participating organizations. Holding the notes in book entry form could also limit your ability to pledge your notes to persons or entities that do not participate in The Depository Trust Company, Clearstream Banking, société anonyme or the Euroclear System and to take other actions that require a physical certificate representing the notes.
Interest and principal on the notes will be paid by the issuing entity to The Depository Trust Company as the record holder of the notes while they are held in book entry form. The Depository Trust Company will credit payments received from the issuing entity to the accounts of its participants which, in turn, will credit those amounts to noteholders either directly or indirectly through indirect participants. This process may delay your receipt of principal and interest payments from the issuing entity.
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The residual value of leased vehicles may be adversely affected by discount pricing incentives, marketing incentive programs and other used car market factors may increase the risk of loss on your notes.
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The market for used Toyota or Lexus vehicles could be adversely affected by factors such as governmental action, changes in consumer demand, styling changes (including future plans for new Toyota and Lexus product introductions), recalls, the actual or perceived quality, safety or reliability of Toyota and Lexus vehicles, the mix of used vehicle supply (such as an overabundance of used cars in the marketplace), the level of current used vehicle values, fuel prices, new vehicle pricing, new vehicle incentive programs, new vehicle sales, increased competition, decreased or delayed new vehicle production due to natural disasters, supply chain interruptions or other events and economic conditions generally. Any such adverse change could result in reduced proceeds upon the liquidation or other disposition of specified vehicles, and therefore could result in increased residual value losses. If residual value losses exceed the credit enhancement available for your series of notes, you may suffer a loss on your investment. |
Historical residual value loss experience on leased vehicles is partially attributable to new vehicle pricing policies of all manufacturers. Discount pricing incentives or other marketing incentive programs on new cars by TMS, TMCC or by their competitors that effectively reduce the prices of new cars may have the effect of reducing demand by consumers for used cars. Additionally, the pricing of used vehicles is affected by the supply and demand for those vehicles, which, in turn, is affected by consumer tastes, economic factors (including the price of gasoline), the introduction and pricing of new car models, the actual or perceived quality, safety or reliability of vehicles and other factors. The reduced demand for used cars resulting from discount pricing incentives or other marketing incentive programs introduced by TMS, TMCC or any of their competitors or other factors may reduce the prices consumers will be willing to pay for used cars, including vehicles related to the specified leases. As a result, the proceeds received by the servicer upon disposition of leased vehicles may be reduced and may not be sufficient to pay the related specified leases. The servicer manages the market for used Toyota and Lexus vehicles through certain programs described herein, but there can be no assurance that such efforts will continue to be successful.
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Vicarious tort liability may result in a loss.
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Some states allow a party that incurs an injury involving a specified vehicle to sue the owner of the vehicle merely because of that ownership. Most states, however, either prohibit these vicarious liability suits or limit the lessor’s liability to the amount of liability insurance that the lessee was required to carry under applicable law but failed to maintain.
On August 10, 2005, President Bush signed into law the Safe Accountable, Flexible, and Efficient Transportation Equity Act of 2005 (the “Transportation Act”), Pub. L. No. 109-59. The Transportation Act provides that an owner of a motor vehicle that rents or leases the vehicle to a person will not be liable under the law of a state or political subdivision by reason of being the owner of the vehicle, for harm to persons or property that results or arises out of the use, operation, or possession of the vehicle during the period of the rental or lease, if (i) the owner (or an affiliate of the owner) is engaged in the trade or business of renting or leasing motor vehicles; and (ii) there is no negligence or criminal wrongdoing on the part of the owner (or an affiliate of the owner). This provision of the Transportation Act was effective upon enactment and applies to any action commenced on or after August 10, 2005. The Transportation Act is intended to preempt state and local laws that impose possible vicarious tort liability on entities owning motor vehicles that are rented or leased and it is expected that the Transportation Act should reduce the likelihood of vicarious liability being imposed on the titling trust.
State and federal courts considering whether the Transportation Act preempts state laws permitting vicarious liability have generally concluded that such laws are preempted with respect to cases commenced on or after August 10, 2005. One New York lower court, however, has reached a contrary conclusion in a recent case, concluding that the preemption provision in the Transportation Act was an unconstitutional
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exercise of congressional authority under the Commerce Clause of the United States Constitution and, therefore, did not preempt New York law regarding vicarious liability. New York’s appellate court overruled the trial court and upheld the constitutionality of the preemption provision in the Transportation Act. New York’s highest court, the Court of Appeals, dismissed the appeal. In a 2008 decision relating to a case in Florida, the U.S. Court of Appeals for the 11th Circuit upheld the constitutionality of the preemption provision in the Transportation Act, and the plaintiffs’ petition seeking review of the decision by the U.S. Supreme Court was denied. While the outcome in these cases upheld federal preemption under the Transportation Act, there are no assurances that future cases will reach the same conclusion.
Toyota Motor Credit Corporation maintains, on behalf of the titling trust, contingent liability insurance coverage against third party claims that provides coverage at a minimum of $1 million per accident and permits multiple claims in any policy period. Claims could be imposed against the assets of the titling trust if such coverage were exhausted and damages were assessed against the titling trust. In that event, investors in the notes of a series could incur a loss on their investment.
If vicarious liability imposed on the titling trust exceeds the coverage provided by Toyota Motor Credit Corporation’s primary and excess liability insurance policies, or if lawsuits are brought against either the titling trust or Toyota Motor Credit Corporation involving the negligent use or operation of a specified vehicle, you could experience delays in payments due to you or you may ultimately suffer a loss. For additional information, you should refer to “Certain Legal Aspects of the Leases and the Leased Vehicles—Vicarious Tort Liability” in this prospectus.
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The purchase of additional leases and related leased vehicles after the closing date may adversely affect the characteristics of the specified leases and specified vehicles held by the issuing entity or the average life of and rate of return on the notes.
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If so specified in the related prospectus supplement, an issuing entity may use certain collections to purchase additional leases and related leased vehicles after the related closing date during a specified revolving period. All additional leases and related leased vehicles purchased must meet the selection criteria applicable to the specified leases and specified vehicles purchased by the issuing entity on the closing date. The credit quality of the additional leases and related leased vehicles may be lower than the credit quality of the initial related specified leases and specified vehicles, however, and could adversely affect the performance of the related pool of specified leases and specified vehicles allocated to the related SUBI. In addition, the rate of prepayments on the additional leases and related leased vehicles may be higher than the rate of prepayments on the initial specified leases and specified vehicles, which could reduce the average life of and rate of return on your notes. You will bear all reinvestment risk associated with any prepayment of your notes.
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The return on the notes could be reduced by shortfalls due to the Servicemembers Civil Relief Act.
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The Servicemembers Civil Relief Act, as amended (the “Relief Act”), provides, and similar laws of many states may provide, relief to lessees who enter active military service and to lessees in reserve status who are called to active duty after the originations of their specified leases. Current U.S. military
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operations, including in the Middle East, the instability of Afghanistan and rising tensions in other regions such as Korea, Libya and Iran may continue to involve military operations that will increase the number of citizens who have been called or will be called to active duty. The Relief Act provides, generally, that the lessor may not terminate the lease contract for breach of the terms of the contract, including nonpayment. Furthermore, under the Relief Act, a lessee may terminate a lease of a vehicle at anytime after the lessee’s entry into military service or the date of the lessee’s military orders (as described below) if (i) the lease is executed by or on behalf of a person who subsequently enters military service under a call or order specifying a period of not less than 180 days (or who enters military service under a call or order specifying a period of 180 days or less and who, without a break in service, receives orders extending the period of military service to a period of not less than 180 days); or (ii) the lessee, while in the military, executes a lease of a vehicle and thereafter receives military orders for a permanent change of station outside of the continental United States or to deploy with a military unit for a period of not less than 180 days. No early termination charge may be imposed on the lessee for such termination.
Any interest shortfall resulting from application of the Relief Act will be paid in subsequent periods to the extent of available amounts before payments of principal are made on the notes and may result in extending the anticipated maturity of your class of notes or possibly result in a loss in the absence of sufficient credit enhancement. In addition, pursuant to the laws of many states, under certain circumstances, residents called into active duty with the reserves can apply to a court to delay payments on lease contracts, including the specified leases.
The Relief Act also limits the ability of the servicer to repossess a defaulted vehicle during the related lessee’s period of active duty and, in some cases, may require the servicer to extend the maturity of the specified lease, lower the monthly payments and readjust the payment schedule for a period of time after the completion of the lessee’s military service. As a result, there may be delays in payment and increased losses on the specified leases. Those delays and increased losses will be borne primarily by the certificates, but if such losses are greater than anticipated, you may suffer a loss.
The servicer is not required to advance any shortfall due to the application of the Relief Act.
The servicer does not maintain data as to the number of lessees in the military reserves.
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Retail Finance – TMCC acquires a broad range of finance products including retail installment sales contracts (or retail contracts) in the United States and Puerto Rico and leasing contracts accounted for as either direct finance leases or operating leases (or lease contracts) from vehicle and industrial equipment dealers in the United States.
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Dealer Finance – TMCC provides wholesale financing (also referred to as floorplan financing), term loans, revolving lines of credit and real estate financing to vehicle and industrial equipment dealers in the United States and Puerto Rico.
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Insurance – Through a wholly owned subsidiary, TMCC provides marketing, underwriting, and claims administration related to covering certain risks of vehicle dealers and their customers. TMCC also provides coverage and related administrative services to certain affiliates in the United States.
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acquire from time to time from TMCC, all right, title and interest in and to SUBI Certificates evidencing units of beneficial interest in related segregated portfolios of SUBI Assets,
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acquire, own, hold, service, assign, transfer, pledge and otherwise deal with SUBI Certificates and SUBI Assets, related insurance policies, related agreements with TMCC and any proceeds or further rights associated with any of the foregoing,
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assign, transfer, convey and/or pledge all or any part of each such SUBI Certificate to one or more trusts or other persons or legal entities pursuant to one or more Trust Agreements, Indentures or similar agreements (the “Agreements”) to be entered into by and among TMCC, as Servicer, TLI and each other pledgee or transferee named therein (the “transferees”),
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sell any series or class of asset-backed certificates or other securities issued by or evidencing interests in the transferees or obligations of the transferees or TLI under the related Agreements,
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hold and enjoy all of the rights and privileges of such securities so issued under the related Agreements,
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perform its obligations under the Agreements, and
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engage in any activity and exercise any powers permitted to corporations under the laws of the State of California that are related or incidental to the foregoing.
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issuing the Notes and the equity certificates representing an undivided ownership interest in the related issuing entity (the “Certificates” and, together with the Notes of the related series, the “Securities”);
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entering into and performing its obligations under any currency exchange rate or interest rate swap agreement between the Issuing Entity and a counterparty;
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acquiring the SUBI Certificate and the other assets of the Issuing Entity from the Depositor in exchange for the Notes and the Certificates;
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assigning, granting, transferring, pledging, mortgaging and conveying the Issuing Entity’s property pursuant to the related Indenture;
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managing and distributing to the holders of the Certificates any portion of the Issuing Entity’s property released from the lien of the related Indenture;
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entering into and performing its obligations under the financing documents;
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engaging in other activities that are necessary, suitable or convenient to accomplish the activities listed in the first through sixth bullet points above or are incidental to or connected with those activities;
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engaging in any other activities as may be required, to the extent permitted under the related financing documents, to conserve the Issuing Entity’s property and the making of distributions to the holders of the Notes and Certificates; and
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engaging in ancillary or related activities as specified in the related Prospectus Supplement.
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to establish a special unit of beneficial interest (each a “SUBI”); and
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to allocate a separate pool of Specified Leases and Specified Vehicles and the related assets of the Titling Trust to the SUBI related to an Issuing Entity.
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the related SUBI Certificate, evidencing a beneficial interest in the assets allocated to the related SUBI, including the right to payments thereunder from certain Liquidation Proceeds and Recovery Proceeds on deposit in the related Collection Account;
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the rights of the Issuing Entity as secured party under a back-up security agreement with respect to the related SUBI Certificate and the undivided interest in the SUBI Assets;
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the rights of the Issuing Entity to funds on deposit from time to time in certain trust accounts established pursuant to the Indenture or the SUBI Supplement;
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the rights of the Depositor, as transferee, under the related SUBI Certificate Transfer Agreement;
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the rights of the Issuing Entity, as transferee, under the related Issuer SUBI Certificate Transfer Agreement;
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rights under any related Dealer Agreements;
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the security interest of the Issuing Entity in amounts deposited in any reserve account or similar account (including investment earnings, net of losses and investment expenses, on amounts on deposit therein);
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the rights of the Issuing Entity as a third-party beneficiary of the Servicing Agreement and the SUBI Trust Agreement;
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the rights of the Issuing Entity under the Administration Agreement;
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the rights of the Issuing Entity and the indenture trustee under any credit or cash flow enhancement issued with respect to any particular series or class;
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security deposits, if any; and
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all proceeds of the foregoing, which will include Liquidation Proceeds (to the extent vehicles are sold outside of the LKE Program) and an amount equal to Liquidation Proceeds deposited by the Servicer in lieu of actual Liquidation Proceeds in connection with the LKE Program.
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the related Specified Leases, which Specified Leases are or were originated by Dealers pursuant to Dealer Agreements, all monies due from lessees under such Specified Leases and all proceeds thereof;
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the related Specified Vehicles, together with all accessories, additions and parts constituting a part thereof and all accessions thereto and all proceeds thereof;
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proceeds from sales of the related Specified Vehicles;
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the rights to proceeds from any physical damage, liability or other insurance policies, if any, covering the related Specified Leases or the related lessees or the related Specified Vehicles, including but not limited to the Contingent and Excess Liability Insurance;
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all security deposits with respect to such Specified Leases (to the extent applied to cover excess wear and tear charges or treated as Liquidation Proceeds as provided in the Specified Leases); and
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|
·
|
all proceeds of the foregoing.
|
|
·
|
issue beneficial interests in the Titling Trust Assets or securities of the Titling Trust other than the UTI and UTI Certificates and one or more SUBIs and SUBI Certificates;
|
|
·
|
borrow money;
|
|
·
|
make loans;
|
|
·
|
invest in or underwrite securities;
|
|
·
|
offer securities in exchange for Titling Trust Assets (other than UTI Certificates and SUBI Certificates);
|
|
·
|
repurchase or otherwise reacquire any UTI Certificate or SUBI Certificate except as permitted by or in connection with any securitized financing; or
|
|
·
|
grant any security interest in or lien upon any Titling Trust Assets.
|
|
·
|
for which TMCC will be liable under a Servicing Agreement,
|
|
·
|
incurred by reason of the Titling Trustee’s willful misfeasance, bad faith or negligence, or
|
|
·
|
incurred by reason of the Titling Trustee’s breach of its respective representations and warranties made in the SUBI Trust Agreement or the Servicing Agreement.
|
|
·
|
amounts in the related Collection Account received in respect of the related Specified Leases and the sale of the related Specified Vehicles (or an amount equal to the Liquidation Proceeds deposited by the Servicer in lieu of actual Liquidation Proceeds in connection with the LKE Program). For additional information, you should refer to “Certain Information Regarding the Notes—Like Kind Exchange Program” in this prospectus.
|
|
·
|
certain monies due under or payable in respect of the related Specified Leases and Specified Vehicles on or after the Cutoff Date, including the right to receive payments made to TMCC, the Depositor, the Titling Trust, the Titling Trustee or the Servicer under any insurance policies relating to the related Specified Leases, the Specified Vehicles or the related lessees, and
|
|
·
|
all proceeds of the foregoing.
|
|
·
|
relates to a new Toyota or Lexus automobile or light-duty truck at the time of origination of the Specified Lease;
|
|
·
|
was originated in the United States;
|
|
·
|
provides for monthly payments that fully amortize the initial Lease Balance of the Specified Lease at the rate specified in the related Prospectus Supplement to the related Contract Residual Value over the lease term and, in the event of a lessee initiated early termination, provides for payment of the Early Termination Cost; and
|
|
·
|
satisfies the other selection criteria, if any, described in the related Prospectus Supplement.
|
|
·
|
no selection procedures adverse to the Securityholders shall have been utilized in selecting the Specified Leases and Specified Vehicles;
|
|
·
|
the terms of each Specified Lease require the related lessee to possess physical damage insurance which covers the Specified Vehicle in accordance with TMCC’s normal requirements;
|
|
·
|
as of the applicable Closing Date, to the best of its knowledge, the related Specified Leases and Specified Vehicles are free and clear of all security interests, liens, charges and encumbrances (other than tax liens, mechanics’ liens and any liens that attach to a Specified Lease or Specified Vehicle or any property, as the context may require, by operation of law) that are prior to, or of the same priority with, the security interests in the Specified Vehicles granted by the related Specified Leases, and no offsets, defenses or counterclaims have been asserted or threatened;
|
|
·
|
each Specified Lease and related Specified Vehicle, at the time it was originated, complied and, as of the Closing Date, complies in all material respects with applicable federal and state laws, including, without limitation, consumer credit, truth in lending, equal credit opportunity and disclosure laws; and
|
|
·
|
any other representations and warranties that may be set forth in the related Prospectus Supplement are true and correct in all material respects.
|
|
·
|
the related lessee changes the domicile of or title to the Specified Vehicle to any jurisdiction that is not a state in which the Titling Trust has all licenses, if any, necessary to own and lease vehicles and the
|
|
·
|
the Titling Trustee, TMCC or the indenture trustee discovers a breach of any representation, warranty or covenant referred to in the preceding paragraph that materially and adversely affects the related Issuing Entity’s interests in a Specified Lease or Specified Vehicle and gives prompt written notice of such breach to TMCC and the breach is not cured in all material respects within 60 days after TMCC discovers the breach or is given notice of it.
|
|
·
|
Reports on Form 8-K (Current Report) including as Exhibits to the Form 8-K the transaction agreements or other documents specified in the related Prospectus Supplement;
|
|
·
|
Reports on Form 8-K (Current Report), following the occurrence of events specified in Form 8-K requiring disclosure, which are required to be filed within the time-frame specified in Form 8-K related to the type of event;
|
|
·
|
Reports on Form 10-D (Asset-Backed Issuer Distribution Report), containing the distribution and pool performance information required on Form 10-D, which are required to be filed 15 days following the payment date specified in the related Prospectus Supplement; and
|
|
·
|
Report on Form 10-K (Annual Report), containing the items specified in Form 10-K with respect to a fiscal year, and the items required pursuant to Items 1122 and 1123 of Regulation AB of the Exchange Act.
|
|
·
|
the price paid for the Notes of a series,
|
|
·
|
the rate of prepayments of the related Specified Leases, and
|
|
·
|
the investor’s assumed reinvestment rate.
|
|
(i)
|
the Issuing Entity has paid or deposited with the indenture trustee a sum sufficient to pay:
|
|
(A)
|
all payments of principal of and interest on the Notes and all other amounts that would then be due on such Notes if the Event of Default giving rise to such acceleration had not occurred; and
|
|
(B)
|
all sums paid by the indenture trustee under the related Indenture and the reasonable compensation, expenses and disbursements of the indenture trustee and its agents and counsel; and
|
|
(ii)
|
all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived.
|
|
(1)
|
If the rate referred to above is not so published by 3:00 p.m., New York City time, on the related Calculation Date, then the CD Rate on the applicable CD Rate Determination Date will be the rate for negotiable United States dollar certificates of deposit of the Index Maturity specified in the related Prospectus Supplement as published in H.15 Daily Update (as defined above), or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “CDs (secondary market).”
|
|
(2)
|
If the rate referred to in clause (1) above is not so published by 3:00 p.m., New York City time, on the related Calculation Date, then the CD Rate on the applicable CD Rate Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on the applicable CD Rate Determination Date of three leading nonbank dealers in negotiable United States dollar certificates of deposit in the City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified in the related Prospectus Supplement in an amount that is representative for a single transaction in that market at the time.
|
|
(3)
|
If the dealers selected by the Calculation Agent are not quoting as described in clause (2) above, the CD Rate on the applicable CD Rate Determination Date will be the rate in effect on the applicable CD Rate Determination Date.
|
|
(1)
|
If the rate referred to above is not published by 3:00 p.m., New York City time, on the related Calculation Date, then the Commercial Paper Rate will be the Money Market Yield on the applicable Commercial Paper Rate Determination Date of the rate for commercial paper having the Index Maturity specified in the related Prospectus Supplement published in H.15 Daily Update, or other recognized electronic source for the purpose of displaying the applicable rate under the caption “Commercial Paper—Nonfinancial.”
|
|
(2)
|
If by 3:00 p.m., New York City time, on the related Calculation Date the Commercial Paper Rate is not yet published in either H.15(519) or H.15 Daily Update, then the Commercial Paper Rate for the applicable Commercial Paper Rate Determination Date will be calculated by the Calculation Agent as the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 a.m., New York City time, on the applicable Commercial Paper Rate Determination Date of three leading dealers of United States dollar commercial paper in The City of New York, which may include the Calculation Agent and its affiliates, selected by the Calculation Agent for commercial paper having the Index Maturity designated in the related Prospectus Supplement placed for industrial issuers whose bond rating is “Aa,” or the equivalent from a nationally recognized securities rating organization.
|
|
(3)
|
If the dealers selected by the Calculation Agent are not quoting as mentioned in clause (2) above, the Commercial Paper Rate determined on the applicable Commercial Paper Rate Determination Date will be the rate in effect on the applicable Commercial Paper Rate Determination Date.
|
Money Market Yield =
|
D x 360
|
X 100
|
360 - (D x M)
|
|
(1)
|
If the rate referred to above does not appear on Telerate Page 120 or is not so published by 3:00 p.m., New York City time, on the related Calculation Date, the Federal Funds Rate for the applicable Federal
|
|
|
Funds Rate Determination Date will be the rate on the applicable Federal Funds Rate Determination Date for United States dollar federal funds published in H.15 Daily Update, or other recognized electronic source for the purpose of displaying the applicable rate under the heading “Federal Funds (Effective).”
|
|
(2)
|
If the Federal Funds Rate is not so published by 3:00 p.m., New York City time, on the related Calculation Date, the Federal Funds Rate for the applicable Federal Funds Rate Determination Date will be calculated by the Calculation Agent as the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in The City of New York, which may include the Calculation Agent and its affiliates, selected by the Calculation Agent before 9:00 a.m., New York City time on the applicable Federal Funds Rate Determination Date.
|
|
(3)
|
If the brokers so selected by the Calculation Agent are not quoting as mentioned in clause (2) above, the Federal Funds Rate for the applicable Federal Funds Rate Determination Date will be the Federal Funds Rate in effect on the applicable Federal Funds Rate Determination Date.
|
|
(1)
|
With respect to an Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the Reuters Screen LIBOR 01 Page as specified above, LIBOR for the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of at least two quotations obtained by the Calculation Agent after requesting the principal London offices of each of four major reference banks in the London interbank market, which may include the Calculation Agent and its affiliates, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity designated in the related Prospectus Supplement, commencing on the second London Business Day immediately following the applicable Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a principal amount that is representative for a single transaction in the applicable Index Currency in that market at that time. If at least two such quotations are provided, LIBOR determined on the applicable Interest Determination Date will be the arithmetic mean of the quotations. |
|
(2)
|
If fewer than two quotations referred to in clause (1) above are provided, LIBOR determined on the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of the rates quoted at approximately 11:00 a.m., or such other time specified in the related Prospectus Supplement, in the applicable Principal Financial Center, on the applicable Interest Determination Date by three major banks, which may include the Calculation Agent and its affiliates, in that Principal Financial Center selected by the Calculation Agent for loans in the Index Currency to leading European banks, having the Index Maturity designated in the related Prospectus Supplement and in a principal amount that is representative for a single transaction in the Index Currency in that market at that time.
|
|
(3)
|
If the banks so selected by the calculation agent are not quoting as mentioned in clause (2) above, LIBOR for the applicable Interest Determination Date will be LIBOR in effect on the applicable Interest Determination Date.
|
|
(1)
|
If the rate described above is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Treasury Rate for the applicable Interest Determination Date will be the Bond Equivalent Yield of the rate for the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High.”
|
|
(2)
|
If the rate described in clause (1) above is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Treasury Rate for the applicable Interest Determination Date will be the Bond Equivalent Yield of the auction rate of the applicable Treasury Bills announced by the United States Department of the Treasury.
|
|
(3)
|
If the rate described in clause (2) above is not announced by the United States Department of the Treasury, or if the Auction is not held, the Treasury Rate for the applicable Interest Determination Date will be the Bond Equivalent Yield of the rate on the applicable Interest Determination Date of Treasury Bills having the Index Maturity specified in the applicable pricing supplement published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.”
|
|
(4)
|
If the rate described in clause (3) above is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Treasury Rate for the applicable Interest Determination Date will be the rate on the applicable Interest Determination Date of the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.”
|
|
(5)
|
If the rate described in clause (4) above is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Treasury Rate for the applicable Interest Determination Date will be the rate on the applicable Interest Determination Date calculated by the calculation agent as the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on the applicable Interest Determination Date, of three primary United States government securities dealers, which may include the calculation agent or its affiliates, selected by the calculation agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified in the applicable pricing supplement.
|
|
(6)
|
If the dealers selected by the calculation agent are not quoting as described in clause (5) above, the Treasury Rate for the applicable Interest Determination Date will be the rate in effect on the applicable Interest Determination Date.
|
Bond Equivalent Yield =
|
D x N
|
X 100
|
360 - (D x M)
|
|
·
|
The LKE Program requires the proceeds from the sale of a Matured Vehicle or a Defaulted Vehicle to be assigned to, and deposited directly with, a qualified intermediary rather than being paid directly to TMCC, as Servicer.
|
|
·
|
In order to enable TMCC to take advantage of the tax deferral, the Matured Vehicle or Defaulted Vehicle, as applicable, will be reallocated from the related SUBI to the UTI at the same time and in exchange for the same dollar amount that such Matured Vehicle or Defaulted Vehicle is sold.
|
|
·
|
The qualified intermediary will use the proceeds of the sale, together with additional funds, if necessary, to purchase replacement vehicles.
|
|
·
|
The replacement vehicles will then be transferred to the Titling Trust and become part of the UTI.
|
|
·
|
The Titling Trust is then deemed to have exchanged Matured Vehicles or Defaulted Vehicles, as applicable, for the replacement vehicles and TMCC is not required to recognize any taxable gain.
|
|
·
|
The LKE Program also requires that there be no security interest in the amounts held by the qualified intermediary. Consequently, the indenture trustee for a series of Notes will waive any security interest in any amounts held by the qualified intermediary.
|
|
(i)
|
the amount of collections allocable to each related SUBI Certificate for that Collection Period;
|
|
(ii)
|
the amount of the payment allocable to the principal amount of each class of Notes;
|
|
(iii)
|
the amount of the payment allocable to interest on each class of Notes;
|
|
(iv)
|
the amount, if any, by which the aggregate net proceeds from the sale of Matured Vehicles are less than the aggregate ALG Residual Values of the related Specified Leases (“Residual Value Losses”);
|
|
(v)
|
the applicable reserve account draw amount, if any, the balance on deposit in the Reserve Account on that Payment Date after giving effect to withdrawals therefrom and deposits thereto in respect of that Payment Date and the change in that balance from the immediately preceding Payment Date;
|
|
(vi)
|
the aggregate outstanding principal amount and the Note Pool Factor for each class of Notes, before and after giving effect to all payments in respect of principal on such Payment Date;
|
|
(vii)
|
the related Payment Date advance reimbursement;
|
|
(viii)
|
the related return rates and the Residual Value realization rates for the related Specified Leases and Specified Vehicles for the related Collection Period;
|
|
(ix)
|
the amount of the Basic Servicing Fee paid to the Servicer, the amount of any unpaid Basic Servicing Fee, if any, and the change in that amount from that of the prior Payment Date and the amount of any additional servicing compensation paid to the Servicer, each with respect to the related Collection Period;
|
|
(x)
|
the Base Rate for the immediately succeeding Interest Period;
|
|
(xi)
|
the Interest Rate for the Interest Period relating to the succeeding Payment Date for any class of Notes of such series with variable or adjustable rates;
|
|
(xii)
|
the Noteholders’ Interest Carryover Shortfall and the Noteholders’ Principal Carryover Shortfall (each as defined in the related Prospectus Supplement), if any, in each case as applicable to the Notes, and the change in such amounts from the preceding statement;
|
|
(xiii)
|
the amount of the related Sales Proceeds Advances and Monthly Payment Advances, if any, made in respect of the related Specified Leases and the related Collection Period and the amount of unreimbursed Sales Proceeds Advances and Monthly Payment Advances on such Payment Date;
|
|
(xiv)
|
the balance of any related Reserve Account, Prefunding Account, Yield Maintenance Account, currency swap, interest rate swap or other interest rate protection agreements or other credit or liquidity enhancement (including a Revolving Liquidity Note, surety bond or cash collateral account), on such date, (i) before giving effect to changes thereto on that date and the amount of those changes and (ii) after giving effect to changes thereto on that date and the amount of those changes;
|
|
(xv)
|
the Available Collections (as that term is defined in the Prospectus Supplement);
|
|
(xvi)
|
payments to and from third party credit or cash flow enhancement providers, if any;
|
|
(xvii)
|
any material modifications, extensions or waivers to the Specified Lease terms, fees, penalties or payments during the Collection Period;
|
|
(xviii)
|
any material breaches of representations, warranties or covenants contained in the Transaction Documents;
|
|
(xix)
|
any addition of special units of beneficial interests in connection with a Prefunding or Revolving Period (and, in the case of additions, any material change in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures, as applicable, used to originate, acquire or select the leases or leased vehicles allocated to such additional special units of beneficial interest);
|
|
(xx)
|
with respect to trusts for which an initial bona fide offering of notes occurs on or after February 14, 2012, the information required by Rule 15Ga-1(a) under the Exchange Act concerning all leased vehicles related to securitized leases that were the subject of a demand to reallocate the lease for breach of representation of warranty; and
|
|
(xxi)
|
such other information as may be specified in the related Prospectus Supplement.
|
|
·
|
Immediately prior to the transfer of the related SUBI Certificate, such party was the true and lawful owner of such SUBI Certificate;
|
|
·
|
Such party had the legal right to transfer the related SUBI Certificate; and
|
|
·
|
Such party had good and valid title to the related SUBI Certificate.
|
|
·
|
pay the related indenture trustee the compensation provided for in the related Indenture;
|
|
·
|
reimburse each indenture trustee for its reasonable expenses, disbursements and advances incurred by each such indenture trustee in accordance with the Indenture, except any such expense, disbursement or advance as may be attributable to its willful misconduct, negligence or bad faith;
|
|
·
|
reimburse each owner trustee for its reasonable expenses, disbursements and advances incurred by each such owner trustee in accordance with the Trust Agreement, except any such expenses, disbursement or advance as may be attributable to its willful misconduct, gross negligence or bad faith; and
|
|
·
|
indemnify each owner trustee and indenture trustee for, and hold them harmless against, any loss, liability or expense incurred without negligence (or gross negligence, in the case of an owner trustee) or bad faith on its part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the applicable agreements, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under the related Indenture or Trust Agreement, as applicable, to the extent it is entitled to such indemnification under the related Indenture, with respect to each indenture trustee, and under the related Trust Agreement, with respect to each owner trustee.
|
|
·
|
require the applicable Issuing Entity, as assignee of the Depositor, to go through an administrative claims procedure to establish its rights to payments collected on the related SUBI Certificate; or
|
|
·
|
if the Titling Trust were a covered subsidiary, require the Issuing Entity as the owner of the related SUBI Certificate or the indenture trustee as secured creditor with a security interest in the SUBI Certificate to go through an administrative claims procedure to establish its rights to payments on the SUBI Certificate; or
|
|
·
|
if an Issuing Entity were a covered subsidiary, require the indenture trustee for the related Notes to go through an administrative claims procedure to establish its rights to payments on the Notes; or
|
|
·
|
request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against TMCC or a covered subsidiary (including the Titling Trust and the Issuing Entity); or
|
|
·
|
repudiate TMCC’s ongoing servicing obligations under the Servicing Agreement, such as its duty to collect and remit payments or otherwise service the Specified Leases and Specified Vehicles; or
|
|
·
|
prior to any such repudiation of the Servicing Agreement, prevent any of the indenture trustee or the Securityholders from appointing a successor Servicer; or
|
|
·
|
repudiate the duties of the Titling Trust or the Titling Trustee under the Titling Trust Agreement and the related supplement thereto or any other agreements to which the Titling Trust is a party.
|
|
·
|
the Titling Trust as debtor and the indenture trustee for the related series of Notes as assignee secured party;
|
|
·
|
the UTI Beneficiary as debtor and the indenture trustee for the related series of Notes as assignee secured party;
|
|
·
|
the Depositor as debtor and the indenture trustee for the related series of Notes as assignee secured party; and
|
|
·
|
the related Issuing Entity as debtor and the indenture trustee for the related series of Notes as secured party.
|
|
·
|
a review of the activities of TMCC during such year and of its performance under the Demand Notes Indenture has been made under his or her supervision, and (b) to the best of his or her knowledge, based on such review, (i) TMCC has complied with all the conditions and covenants imposed on it under the Demand Notes Indenture throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant, specifying each such default known to him or her and the nature and status thereof, and (ii) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an event of default under the Demand Notes Indenture, or, if such an event has occurred and is continuing, specifying each such event known to him and the nature and status thereof.
|
|
·
|
TMCC will deliver to the Trustee, within five days after the occurrence thereof, written notice of any event which after notice or lapse of time or both would become an event of default under the Demand Notes Indenture.
|
|
·
|
TMCC has paid or deposited with the Demand Notes Indenture Trustee a sum of money sufficient to pay:
|
|
§
|
all sums paid or advanced by the Demand Notes Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Demand Notes Indenture Trustee, its agents and counsel;
|
|
§
|
all due and overdue installments of interest on all TMCC Demand Notes;
|
|
§
|
the principal of any TMCC Demand Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by or provided for in such TMCC Demand Notes; and
|
|
§
|
to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate borne by or provided for in such TMCC Demand Notes; and
|
|
·
|
all Events of Default under the Demand Notes Indenture with respect to TMCC Demand Notes, other than the non-payment of the principal of, and interest on TMCC Demand Notes which has become due solely by such declaration of acceleration, has been cured or waived as provided in the Demand Notes Indenture.
|
|
·
|
maintain 100% ownership of TMCC;
|
|
·
|
cause TMCC and its subsidiaries to have a tangible net worth (where tangible net worth means the aggregate amount of issued capital, capital surplus and retained earnings less any intangible assets) of at least $100,000; and
|
|
·
|
make sufficient funds available to TMCC so that TMCC will be able to service the obligations arising out of its own bonds, debentures, notes (including the TMCC Demand Notes) and other investment securities and commercial paper (collectively, “TMCC Securities ”).
|
|
·
|
maintain 100% ownership of TFSC;
|
|
·
|
cause TFSC and its subsidiaries to have a tangible net worth (where tangible net worth means the aggregate amount of issued capital, capital surplus and retained earnings less any intangible assets) of at least Japanese Yen 10 million (equivalent to approximately $120,294 at March 31, 2011); and
|
|
·
|
make sufficient funds available to TFSC so that TFSC will be able to (i) service the obligations arising out of its own bonds, debentures, notes and other investment securities and commercial paper and (ii) honor its obligations incurred as a result of guarantees or credit support agreements that it has extended (the “TFSC Securities”).
|
|
(a)
|
interest paid to a nonresident alien or foreign corporation or partnership would be exempt from U.S. withholding taxes (including backup withholding taxes), provided the holder complies with applicable certification requirements (and neither actually or constructively owns 10% or more of the voting stock of the Depositor nor is a controlled foreign corporation with respect to the Depositor nor is an individual who ceased being a U.S. citizen or long-term resident for tax avoidance purposes). Applicable certification requirements will be satisfied if there is delivered (and updated and re-executed as required) to a securities clearing organization (or bank or other financial institution that holds Notes on behalf of the customer in the ordinary course of its trade or business), (i) IRS Form W-8BEN signed under penalty of perjury by the beneficial owner of the Notes stating that the holder is not a U.S. person and providing such holder’s name and address, (ii) IRS Form W-8BEN signed by the beneficial owner of the Notes or such owner’s agent claiming exemption from withholding under an applicable tax treaty or (iii) IRS Form W-8ECI signed by the beneficial owner of the Notes or such owner’s agent claiming exception from withholding of tax on income connected with the conduct of a trade or business in the United States; provided that in any such case (x) the applicable form is delivered pursuant to applicable procedures and is properly transmitted to the United States entity otherwise required to withhold tax and (y) none of the entities receiving the form has actual knowledge that the holder is a U.S. person or that any certification on the form is false; |
|
(b)
|
a holder of a Note who is a nonresident alien or foreign corporation will not be subject to United States federal income tax on gain realized on the sale, exchange or redemption of such Note provided that (i) such gain is not effectively connected to a trade or business carried on by the holder in the United States, (ii) in the case of a holder that is an individual, such holder neither is present in the United States for 183 days or more during the taxable year in which such sale, exchange or redemption occurs, nor ceased being a U.S. citizen or long-term resident for tax avoidance purposes and (iii) in the case of gain representing accrued interest, the conditions described in clause (a) are satisfied; and
|
|
(c)
|
a Note held by an individual who at the time of death is a nonresident alien will not be subject to United States federal estate tax as a result of such individual’s death if, immediately before his death (i) the individual did not actually or constructively own 10% or more of the voting stock of the Depositor, (ii) the holding of such Note was not effectively connected with the conduct by the decedent of a trade or business in the United States and (iii) the individual did not cease being a U.S. citizen or long-term resident for tax avoidance purposes.
|
30/360
|
58
|
DTCC
|
67
|
|
Actual/360
|
58
|
Early Termination Cost
|
41
|
|
Actual/Actual
|
58
|
Elected Early Termination Cost
|
41
|
|
Adjusted Lease Balance
|
41
|
Eligible Deposit Account
|
72
|
|
Administration Agreement
|
85
|
Eligible Institution
|
72
|
|
Administration Fee
|
85
|
Eligible Investments
|
72
|
|
Advance
|
74
|
ERISA
|
107
|
|
Auction
|
62
|
Euroclear
|
65
|
|
Bankruptcy Code
|
86
|
Exchange Act
|
3
|
|
Base Rate
|
57
|
FDIC
|
89
|
|
Basic Servicing Fee
|
76
|
Federal Funds Rate
|
60
|
|
Beneficial Owners
|
64
|
Federal Funds Rate Determination Date
|
60
|
|
Bond Equivalent Yield
|
63
|
Federal Funds Rate Note
|
57
|
|
Business Day
|
58
|
Fixed Rate Notes
|
57
|
|
Calculation Agent
|
59
|
Floating Rate Notes
|
57
|
|
Calculation Date
|
59, 60, 61, 63
|
H.15 Daily Update
|
57
|
|
CD Rate
|
59
|
H.15(519)
|
57
|
|
CD Rate Determination Date
|
59
|
Indenture
|
51
|
|
CD Rate Note
|
57
|
Indenture Trustee
|
36
|
|
Certificateholders
|
33
|
Independent Director
|
88
|
|
Certificates
|
34
|
Index Currency
|
62
|
|
Charged-off Vehicle Proceeds
|
76
|
Index Maturity
|
57
|
|
chattel paper
|
91
|
Insolvency Event
|
82
|
|
class
|
51
|
Insolvency Laws
|
86
|
|
Clearstream
|
65
|
Interest Determination Date
|
58
|
|
closed-end lease
|
41
|
Interest Period
|
58
|
|
Closing Date
|
34
|
Interest Rate
|
52
|
|
Code
|
56, 102
|
Interest Reset Date
|
57
|
|
Collection Account
|
71
|
Interest Reset Period
|
57
|
|
Commercial Paper Rate
|
60
|
Investment Earnings
|
72
|
|
Commercial Paper Rate Determination Date
|
60
|
IRS
|
102
|
|
Commercial Paper Rate Note
|
57
|
Issuer SUBI Certificate Transfer Agreement
|
40
|
|
Controlling Class
|
53
|
Issuing Entity
|
33
|
|
Cooperative
|
68
|
Lease Balance
|
41
|
|
credit enhancement
|
12
|
Lease Default
|
41
|
|
CSCs
|
32
|
Lease Rate
|
41
|
|
Cutoff Date
|
40
|
Lemon Law
|
95
|
|
Daily Advance Reimbursement
|
75
|
LIBOR
|
61
|
|
Dealer Agreements
|
32
|
LIBOR Note
|
57
|
|
Dealers
|
32
|
Liquidation Proceeds
|
76
|
|
Defaulted Vehicle
|
74
|
LKE Program
|
22, 64
|
|
Definitive Certificates
|
68
|
London Business Day
|
58
|
|
Definitive Notes
|
68
|
Mandatory Early Termination Cost
|
41
|
|
Definitive Securities
|
68
|
Matured Vehicle
|
74
|
|
Demand Notes Indenture
|
96
|
Matured Vehicle Proceeds
|
76
|
|
Demand Notes Indenture Trustee
|
96
|
Maturity Date
|
41
|
|
Deposit Date
|
43
|
Money Market Yield
|
60
|
|
Depositor
|
33
|
Monthly Payment
|
41
|
|
Depository
|
52
|
Monthly Payment Advances
|
75
|
|
Determination Date
|
79
|
Monthly Remittance Condition
|
73
|
|
Dodd-Frank Act
|
89
|
Non-U.S. Note Owner
|
103
|
|
DSSOs
|
32
|
Note Pool Factor
|
51
|
|
DTC
|
64
|
noteholder
|
28
|
|
DTC Participants
|
52
|
Noteholder
|
52
|
Notes
|
34
|
SUBI Trust Agreement
|
39
|
|
OLA
|
89
|
Supplemental Servicing Fee
|
76
|
|
Other SUBI
|
35
|
Surety Bond
|
78
|
|
Other SUBI Assets
|
32
|
TARGET system
|
58
|
|
Payment Date
|
52
|
Tax Counsel
|
102, 103
|
|
Plan
|
107
|
Telerate Page 120
|
60
|
|
Principal Financial Center
|
62
|
TFSC
|
32, 96
|
|
Purchase Option Price
|
41
|
TFSC Securities
|
101
|
|
Rating Agency
|
36
|
Titling Trust
|
34
|
|
Reallocation Payment
|
42
|
Titling Trust Agreement
|
36
|
|
Recovery Proceeds
|
76
|
Titling Trust Assets
|
37
|
|
Regulations
|
102
|
Titling Trustee
|
37
|
|
Related Documents
|
56
|
TLI
|
33
|
|
Relief Act
|
30, 95
|
TMC
|
21, 32, 96
|
|
Rent Charge
|
41
|
TMC Credit Support Agreement
|
101
|
|
replacement vehicles
|
64
|
TMCC
|
3, 32
|
|
Required Rate
|
78
|
TMCC Credit Support Agreement
|
101
|
|
Required Yield Maintenance Amount
|
78
|
TMCC Demand Notes
|
11, 96
|
|
Reserve Fund
|
77
|
TMCC Securities
|
101
|
|
Reserve Fund Initial Deposit
|
77
|
TMS
|
21
|
|
Residual Value Losses
|
69
|
TMTT, Inc.
|
38
|
|
Revolving Liquidity Note
|
79
|
Total Servicing Fee
|
76
|
|
Revolving Liquidity Note Agreement
|
79
|
Transaction Documents
|
34
|
|
Revolving Period
|
12, 63
|
Transportation Act
|
29
|
|
Sales Proceeds Advances
|
75
|
Treasury Bills
|
62
|
|
SEC
|
2, 48
|
Treasury Rate
|
62
|
|
Securities
|
34
|
Treasury Rate Determination Date
|
62
|
|
Securities Act
|
48
|
Treasury Rate Note
|
57
|
|
Security Deposits
|
75
|
Trust Accounts
|
71
|
|
Securityholders
|
33, 48
|
Trust Agency Agreement
|
38
|
|
Servicer
|
32
|
Trust Agent
|
37
|
|
Servicer Default
|
81
|
Trust Agreement
|
33
|
|
Servicing Agreement
|
37
|
Trust Estate
|
35
|
|
Servicing Fee Rate
|
76
|
Trustee
|
36
|
|
specified leases
|
10
|
U.S.
|
32
|
|
Specified Leases
|
34
|
U.S. Bank
|
38
|
|
specified vehicles
|
10
|
U.S. Noteholder
|
103
|
|
Specified Vehicles
|
34
|
U.S. Person
|
103
|
|
Spread
|
57
|
UCC
|
39
|
|
Spread Multiplier
|
57
|
UTI
|
34
|
|
Strip Notes
|
52
|
UTI Assets
|
32
|
|
SUBI
|
35
|
UTI Beneficiary
|
34
|
|
SUBI Assets
|
35, 40
|
Yield Maintenance Account
|
78
|
|
SUBI Certificate
|
35
|
Yield Maintenance Agreement
|
78
|
|
SUBI Certificate Transfer Agreement
|
40
|
Yield Maintenance Deposit
|
78
|
|
SUBI Supplement
|
39
|
Registration Fee
|
$458,514.60
|
Blue Sky Fees and Expenses
|
$12,000.00
|
Printing Expenses
|
$48,000.00
|
Trustee Fees and Expenses
|
$160,000.00
|
Legal Fees and Expenses
|
$800,000.00
|
Accounting Fees and Expenses
|
$600,000.00
|
Rating Agencies’ Fees
|
$2,000,000.00
|
Miscellaneous
|
$100,000.00
|
|
|
Total
|
$4,178,514.60
|
|
(a)
|
Except to the extent otherwise provided in the governing instrument of the statutory trust, the beneficial owners shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of the State.
|
|
(b)
|
Except to the extent otherwise provided in the governing instrument of a statutory trust, a trustee, when acting in such capacity, shall not be personally liable to any person other than the statutory trust or a beneficial owner for any act, omission or obligation of the statutory trust or any trustee thereof.
|
|
(c)
|
Except to the extent otherwise provided in the governing instrument of a statutory trust, an officer, employee, manager or other person acting pursuant to Section 3806(b)(7), when acting in such capacity, shall not be personally liable to any person other than the statutory trust or a beneficial owner for any act, omission or obligation of the statutory trust or any trustee thereof.
|
|
(d)
|
No obligation of a beneficial owner or trustee of a statutory trust to the statutory trust arising under the governing instrument or a separate agreement in writing, and no note, instrument or other writing evidencing any such obligation of a beneficial owner or trustee, shall be subject to the defense of usury, and no beneficial owner or trustee shall interpose the defense of usury with respect to any such obligation in any action.
|
|
(a)
|
Subject to such standards and restrictions, if any, as are set forth in the governing instrument of a statutory trust, a statutory trust shall have the power to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever.
|
|
(b)
|
The absence of a provision for indemnity in the governing instrument of a statutory trust shall not be construed to deprive any trustee or beneficial owner or other person of any right to indemnity which is otherwise available to such person under the laws of this State.
|
(A) Each prospectus filed by the registrants pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended, shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
|
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) of the Securities Act of 1933, as amended, as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) of the Securities Act of 1933, as amended, for the purpose of providing the information required by section 10(a) of the Securities Act of 1933, as amended, shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
TOYOTA MOTOR CREDIT CORPORATION
(solely as issuer of the Demand Notes)
|
|
By: /s/ George E. Borst
|
|
Name: George E. Borst
|
|
Title: President and Chief Executive Officer
|
Signature
|
Title
|
Date
|
/s/ George E. Borst
Name: George E. Borst
|
President and Chief Executive Officer and Director
(Principal Executive Officer)
|
October 12, 2011
|
/s/ Ichiro Yajima *
Name: Ichiro Yajima
|
Executive Vice President and Treasurer and Director
|
October 12, 2011
|
/s/ David Pelliccioni *
Name: David Pelliccioni
|
Senior Vice President, Chief Administrative Officer, Secretary and Director
|
October 12, 2011
|
/s/ Christopher Ballinger
Name: Christopher Ballinger
|
Group Vice President and Chief Financial Officer
(Principal Financial Officer)
|
October 12, 2011
|
/s/ Ron Chu
Name: Ron Chu
|
Vice President, Accounting and Tax
(Principal Accounting Officer)
|
October 12, 2011
|
Name: Takahiko Ijichi
|
Director of TMCC
|
October 12, 2011
|
/s/ Yoshimi Inaba *
Name: Yoshimi Inaba
|
Director of TMCC
|
October 12, 2011
|
/s/ James Lentz *
Name: James Lentz
|
Director of TMCC
|
October 12, 2011
|
Name: Eiji Hirano
|
Director of TMCC
|
October 12, 2011
|
Name: Takuo Sasaki
|
Director of TMCC
|
October 12, 2011
|
TOYOTA LEASING, INC.
(Registrant)
|
|
By: /s/ Wei Shi
|
|
Name: Wei Shi
|
|
Title: Director and President
|
Signature
|
Title
|
Date
|
/s/ Wei Shi
Name: Wei Shi
|
Director and President (Principal Executive Officer)
|
October 12, 2011
|
/s/ Ichiro Yajima *
Name: Ichiro Yajima
|
Director, Executive Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
October 12, 2011
|
/s/ William Latham *
Name: William Latham
|
Director
|
October 12, 2011
|
TOYOTA LEASE TRUST
(solely as issuer with respect to the SUBI certificates)
|
|
By: TOYOTA MOTOR CREDIT CORPORATION, solely as servicer
|
|
By: /s/ George E. Borst
|
|
Name: George E. Borst
|
|
Title: President and Chief Executive Officer
|
Signature
|
Title
|
Date
|
/s/ George E. Borst
Name: George E. Borst
|
President and Chief Executive Officer and Director
(Principal Executive Officer)
|
October 12, 2011
|
/s/ Ichiro Yajima *
Name: Ichiro Yajima
|
Executive Vice President and Treasurer and Director
|
October 12, 2011
|
/s/ David Pelliccioni *
Name: David Pelliccioni
|
Senior Vice President, Chief Administrative Officer, Secretary and Director
|
October 12, 2011
|
/s/ Christopher Ballinger
Name: Christopher Ballinger
|
Group Vice President and Chief Financial Officer
(Principal Financial Officer)
|
October 12, 2011
|
/s/ Ron Chu
Name: Ron Chu
|
Vice President, Accounting and Tax
(Principal Accounting Officer)
|
October 12, 2011
|
Name: Takahiko Ijichi
|
Director of TMCC
|
October 12, 2011
|
/s/ Yoshimi Inaba *
Name: Yoshimi Inaba
|
Director of TMCC
|
October 12, 2011
|
/s/ James Lentz *
Name: James Lentz
|
Director of TMCC
|
October 12, 2011
|
Name: Eiji Hirano
|
Director of TMCC
|
October 12, 2011
|
Name: Takuo Sasaki
|
Director of TMCC
|
October 12, 2011
|
|
1.1
|
Form of Underwriting Agreement*
|
|
3.1
|
Articles of Incorporation of Toyota Leasing, Inc.**
|
|
3.2
|
Bylaws of Toyota Leasing, Inc.**
|
|
4.1
|
Form of Indenture between the Issuing Entity and the Indenture Trustee*
|
|
4.2
|
Form of Demand Note Indenture between TMCC and the Demand Note Indenture Trustee*
|
|
5.1
|
Opinion of Bingham McCutchen LLP with respect to legality*
|
|
8.1
|
Opinion of Bingham McCutchen LLP with respect to tax matters*
|
|
10.1
|
Amended and Restated Trust and Servicing Agreement among TMCC, the Titling Trustee and the Trust Agent, dated October 1, 1996*
|
|
10.2
|
UTI Supplement to Amended and Restated Trust and Servicing Agreement among TMCC, the Titling Trustee and the Trust Agent, dated October 1, 1996 (including form of the UTI Certificate)**
|
|
10.3
|
Form of SUBI Supplement to Amended and Restated Trust and Servicing Agreement among TMCC, the Titling Trustee, the Trust Agent, Trustee and SUBI Securities Intermediary (including form of the SUBI Certificate)*
|
|
10.4
|
Form of SUBI Servicing Supplement to Amended and Restated Trust and Servicing Agreement among the Titling Trustee, TMCC and Toyota Leasing, Inc.*
|
|
10.5
|
Form of Amended and Restated Trust Agreement between Toyota Leasing, Inc. and the Owner Trustee*
|
|
10.6
|
Form of SUBI Certificate Transfer Agreement between TMCC and Toyota Leasing, Inc.*
|
|
10.7
|
Form of Issuer SUBI Certificate Transfer Agreement between Toyota Leasing, Inc. and the Issuing Entity*
|
|
10.8
|
Form of Administration Agreement among the Issuing Entity, the Administrator and the Indenture Trustee*
|
|
10.9
|
Form of Back-up Security Agreement among TMCC, the Titling Trust, Toyota Leasing, Inc., the Issuing Entity and the Indenture Trustee*
|
|
10.10
|
Form of ISDA Master Agreement between TMCC and the Issuing Entity*
|
|
10.11
|
Form of Revolving Liquidity Note Agreement between TMCC and the Issuing Entity*
|
|
23.1
|
Consent of Bingham McCutchen LLP (included as part of Exhibits 5.1 and 8.1)*
|
|
23.2
|
Consent of PricewaterhouseCoopers LLP
|
|
24.1
|
Power of Attorney of the Directors of Toyota Leasing, Inc.*
|
|
24.2
|
Power of Attorney of the Directors of Toyota Motor Credit Corporation*
|
|
25.1
|
Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1 as Indenture Trustee under the Indenture***
|
|
25.2
|
Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1 as Indenture Trustee under the Demand Note Indenture****
|
*
|
Previously filed; incorporated by reference
|
**
|
Incorporated by reference to Amendment No. 2 to Registration Statement on Form S-1 (333-65067), filed with the SEC by Toyota Leasing, Inc. on November 17, 1998.
|
***
|
To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act at the time of an offering of debt securities.
|
****
|
To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act at the time of an offering of demand notes.
|
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