toyota_s3a.htm

As filed with the Securities and Exchange Commission on October 17, 2011

Registration No. 333-175744

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TOYOTA MOTOR CREDIT CORPORATION

(Issuer of the TMCC Demand Notes and Sponsor of the Issuing Entities described herein)

TOYOTA LEASING, INC.

(Depositor of the Issuing Entities described herein)

and

TOYOTA LEASE TRUST

(Issuer with respect to the SUBI Certificates described herein)

(Exact names of registrants as specified in their charters)

Toyota Motor Credit Corporation: California Toyota Leasing, Inc.: California Toyota Lease Trust: Delaware	6189	Toyota Motor Credit Corporation: 95-3775816 Toyota Leasing, Inc.: 33-0755530 Toyota Lease Trust: 33-6191745
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

______________________________________

Katherine Adkins, Esq.

c/o Toyota Motor Credit Corporation

19001 South Western Avenue

Torrance, California 90501

(310) 468-3401

(Address, including zip code, and telephone number, including area code,

of registrants’ principal executive offices)

Copy to:

Reed D. Auerbach, Esq.

Bingham McCutchen LLP

399 Park Avenue

New York, New York 10022

(212) 705-7400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b- 2 of the Exchange Act. o

Large accelerated filer . o Accelerated filer . o

Non-accelerated filer . x (Do not check if a smaller reporting company) Smaller reporting company. o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Aggregate Offering Price Per Unit(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(1)
Asset-Backed Notes	$4,000,000,000	100%	$4,000,000,000	$458,400.00
TMCC Demand Notes	$1,000,000	100%	$1,000,000	$114.60
Special Units of Beneficial Interest Certificates (3)	(4)	(4)	(4)	(4)

(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.

(2) Estimated solely for the purpose of calculating the registration fee.

(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

(4) Not applicable.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

INTRODUCTORY NOTE

THIS REGISTRATION STATEMENT CONTAINS (I) A PROSPECTUS RELATING TO THE OFFERING OF ONE OR MORE SERIES OF ASSET BACKED NOTES BY VARIOUS ISSUING ENTITIES CREATED FROM TIME TO TIME BY TOYOTA LEASING, INC. AND (II) A FORM OF PROSPECTUS SUPPLEMENT RELATING TO THE OFFERING BY EACH SEPARATE ISSUING ENTITY OF A PARTICULAR SERIES OF ASSET BACKED NOTES DESCRIBED IN THE PROSPECTUS SUPPLEMENT. THE FORM OF PROSPECTUS SUPPLEMENT RELATES ONLY TO THE SECURITIES DESCRIBED THEREIN AND IS A FORM WHICH MAY BE USED BY TOYOTA LEASING, INC. TO OFFER ASSET BACKED NOTES UNDER THIS REGISTRATION STATEMENT.

In addition, if and to the extent required by applicable law, the Prospectus and the related Prospectus Supplement will also be used after the completion of the related offering in connection with certain offers and sales related to market-making transactions in the offered securities. In order to register under Rule 415 those securities which may be offered and sold in market-making transactions, the appropriate box on the cover page of the registration statement has been checked and the undertakings required by Item 512(a) of Regulation S-X have been included in Item 17 of Part II.

This document is subject to completion and amendment. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or foreign jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated _________, 201_

Prospectus Supplement to Prospectus Dated __________, 201_

$__________

Toyota Auto Lease Trust 201_-_

Issuing Entity

Toyota Leasing, Inc.

Depositor

Toyota Motor Credit Corporation

Sponsor, Administrator, Servicer and UTI Beneficiary

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.	The issuing entity will issue the [five] classes of notes described in the table below. [[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.] The issuing entity will also issue a certificate representing the equity interest in the issuing entity, which is not being offered hereby. The principal of and interest on the notes will generally be payable on the __ day of each month, unless the __ day is not a business day, in which case payment will be made on the following business day. The first payment will be made on __________, 201_. Credit enhancement for the notes consists of a reserve account, overcollateralization and, in the case of the Class A Notes, subordination of the Class B Notes.
		Initial Principal Amount (1)	Interest Rate	Accrual Method	Final Scheduled Payment Date
	Class A-1 Notes	$__________	____%	Actual/360	__________, 20__
	Class A-2 Notes	$__________	____%	30/360	__________, 20__
	Class A-3 Notes	$__________	____%	30/360	__________, 20__
	Class A-4 Notes	$__________	____%	30/360	__________, 20__
	Class B Notes	$__________	____%	30/360	__________, 20__
		Initial Public Offering Price	Underwriting Discounts and Commissions		Proceeds To Depositor(2)
	[Per Class A-1 Note	____%	____%		____%]
	Per Class A-2 Note	____%	____%		____%
	Per Class A-3 Note	____%	____%		____%
	Per Class A-4 Note	____%	____%		____%
	[Per Class B Note	____%	____%		____%]
	Total	$__________(3)	$__________(3)		$__________(3)
	(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.]
	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.

Joint Bookrunner

________________ _________________ _________________

Co-Managers

________________ _________________ _________________

The date of this prospectus supplement is __________, 201_

TABLE OF CONTENTS

	Page
SUMMARY OF PARTIES TO THE TRANSACTION	S-5
SUMMARY OF MONTHLY DEPOSITS TO AND WITHDRAWALS FROM ACCOUNTS	S-6
SUMMARY OF MONTHLY DISTRIBUTIONS OF COLLECTIONS	S-7
SUMMARY OF TERMS	S-8
RISK FACTORS	S-22
OVERVIEW OF THE TRANSACTION	S-33
THE ISSUING ENTITY	S-33
CAPITALIZATION OF THE ISSUING ENTITY	S-36
THE DEPOSITOR	S-37
THE SPONSOR, ADMINISTRATOR, SERVICER AND UTI BENEFICIARY	S-37
[REALLOCATION HISTORY]	S-38
THE TRUSTEES	S-38
THE TITLING TRUST AND THE TITLING TRUSTEE	S-38
THE SUBI	S-39
General	S-39
Transfers of the SUBI Certificate	S-39
THE SPECIFIED LEASES	S-40
General	S-40
Characteristics	S-41
Residual Values	S-45
Calculation of the Securitization Value of the Specified Leases	S-46
DELINQUENCIES, REPOSSESSIONS AND NET LOSSES	S-47
STATIC POOLS	S-48
USE OF PROCEEDS	S-49
PREPAYMENT AND YIELD CONSIDERATIONS	S-49
WEIGHTED AVERAGE LIVES OF THE NOTES	S-50
POOL FACTORS AND TRADING INFORMATION	S-55
STATEMENTS TO THE NOTEHOLDERS	S-55
DESCRIPTION OF THE NOTES	S-55
General	S-55
Payments of Interest	S-56
Payments of Principal	S-56
Allocation of Losses	S-57
[Revolving Period]	S-57
[Prefunding Period]	S-58
Indenture	S-58
Notices	S-58
Governing Law	S-58
Minimum Denominations	S-58
PAYMENTS TO NOTEHOLDERS	S-59
Calculation of Available Collections	S-59
Calculation of Principal Distribution Amounts	S-59
Priority of Payments	S-60
Payments After Occurrence of Event of Default Resulting in Acceleration	S-61
Reserve Account	S-62
Subordination	S-63
Overcollateralization	S-63
[DESCRIPTION OF THE [DERIVATIVE CONTRACT]]	S-64

S-2

[General	S-64
[Credit Enhancement Provider]	S-64
DESCRIPTION OF THE TRANSACTION DOCUMENTS	S-64
Sale, Assignment, Transfer and Pledge of the SUBI Certificate	S-64
Accounts	S-65
Servicing Compensation	S-65
Collections	S-65
Eligible Investments	S-66
Net Deposits	S-67
Optional Purchase and Redemption of Notes	S-67
Liquidation Proceeds	S-67
Extensions and Pull-Ahead Program	S-69
Notification of Liens and Claims	S-69
Removal of Servicer	S-69
THE OWNER TRUSTEE[, THE DELAWARE TRUSTEE] AND THE INDENTURE TRUSTEE	S-70
General	S-70
Duties of the Titling Trustee, the Owner Trustee[, the Delaware Trustee] and the Indenture Trustee	S-71
Fees and Expenses	S-72
AFFILIATIONS AND RELATED TRANSACTIONS	S-73
LEGAL PROCEEDINGS	S-73
ERISA CONSIDERATIONS	S-74
CERTAIN FEDERAL INCOME TAX CONSEQUENCES	S-75
Tax Characterization of the Issuing Entity	S-76
Treatment of the Notes as Indebtedness	S-76
Tax Status of the Titling Trust	S-76
UNDERWRITING	S-76
European Economic Area	S-78
Capital Requirements Directive	S-79
United Kingdom	S-79
LEGAL OPINIONS	S-80
INDEX OF TERMS	S-81
ANNEX A: GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES	A-1
ANNEX B: STATIC POOL INFORMATION	B-1

S-3

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS

PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

Information about the notes is provided in two separate documents that progressively provide more detail:

·	the accompanying prospectus, which provides general information, some of which may not apply to a particular class of notes, including your notes; and

·	this prospectus supplement, which describes the specific terms of your class of notes.

Cross-references are included in this prospectus supplement and in the accompanying prospectus which direct you to more detailed descriptions of a particular topic. You can also find references to key topics in the table of contents beginning on page 4 in the accompanying prospectus.

For a listing of the pages where capitalized terms used in this prospectus supplement are defined, you should refer to the “Index of Terms” beginning on page S-__ in this prospectus supplement and to the “Index of Defined Terms” beginning on page 109 in the accompanying prospectus.

Whenever we use words like “intends,” “anticipates” or “expects” or similar words in this prospectus supplement, we are making a forward-looking statement, or a projection of what we think will happen in the future. Forward-looking statements are inherently subject to a variety of circumstances, many of which are beyond our control and could cause actual results to differ materially from what we anticipate. Any forward-looking statements in this prospectus supplement speak only as of the date of this prospectus supplement. We do not assume any responsibility to update or review any forward-looking statement contained in this prospectus supplement to reflect any change in our expectation about the subject of that forward-looking statement or to reflect any change in events, conditions or circumstances on which we have based any forward-looking statement.

S-4

SUMMARY OF PARTIES TO THETRANSACTION1

·	The special unit of beneficial interest, referred to herein as the SUBI certificate, represents a beneficial interest in specific assets of the titling trust.

·	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.

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.

[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.].

S-5

SUMMARY OF MONTHLY DEPOSITS TO AND WITHDRAWALS FROM ACCOUNTS1

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.

S-6

SUMMARY OF MONTHLY DISTRIBUTIONS OF COLLECTIONS1

1 This chart provides only a simplified overview of the monthly distributions of available collections. For additional information, you should refer to this prospectus supplement and the accompanying prospectus.

S-7

SUMMARY OF TERMS

The following information highlights selected information from this document and provides a general overview of the terms of the notes. To understand all of the terms of the offering of these notes, you should read carefully this entire document and the accompanying prospectus. Both documents contain information you should consider when making your investment decision.

Relevant Parties
Issuing Entity	Toyota Auto Lease Trust 201_-_, a Delaware statutory trust. The issuing entity will be established by the trust agreement.
Depositor	Toyota Leasing, Inc.
Sponsor, Administrator, Servicer and UTI Beneficiary	Toyota Motor Credit Corporation.
Indenture Trustee	[__________].
Owner Trustee	[__________].
[Delaware Trustee] ]	[__________].
Titling Trust (and issuing entity with respect to the SUBI certificate)	Toyota Lease Trust.
Titling Trustee	TMTT, Inc.
Trust Agent	U.S. Bank, National Association.
Relevant Agreements
Indenture	The indenture between the issuing entity and the indenture trustee. The indenture provides for the terms of the notes.
Trust Agreement	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.
Titling Trust Agreement	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.
SUBI Trust Agreement	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.
Servicing Agreement	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.

S-8

Administration Agreement	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.
SUBI Certificate Transfer Agreement	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.
Issuer SUBI Certificate Transfer Agreement	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.
Relevant Dates
Closing Date	Expected to be __________, 201_.
Cutoff Date	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_.
Statistical Information	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.
Collection Period	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.
Payment Dates	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: a Saturday or Sunday; or a day on which banks in New York, New York or Wilmington, Delaware are closed.

S-9

Final Scheduled Payment Dates	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.
Record Date	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.
[Revolving Period]	[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.]
[Prefunding Period]	[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.]

S-10

Description of the Notes	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.
Certificate	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.
Minimum Denominations	The notes will be issued only in denominations of $1,000 or more.
Registration of the Notes	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.
	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.
Structural Summary

S-11

Assets of the Issuing Entity; the 201_-_ SUBI and Statistical Information	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:
	the number of leases and related leased vehicles was [__________]; the aggregate securitization value, based on the statistical securitization rate, was $[__________]; the discounted aggregate residual value of the leases was $[__________] (which is approximately [____]% of the aggregate securitization value); the weighted average original number of monthly payments of the leases was [___] months; and the weighted average remaining number of monthly payments of the leases was [____] months.
	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.

S-12

The SUBI Certificate	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.
Removal of Assets	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]	[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.]

S-13

Servicing and Servicer Compensation	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.
Trustee Fees and Expenses	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.
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.

S-14

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:

S-15

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;

S-16

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.

Events of Default

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.

S-17

	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.
Credit Enhancement	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: the reserve account; overcollateralization; and in the case of the class A notes, subordination of the class B notes. 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.
	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

S-18

	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.
	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.
	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.

S-19

	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.
Optional Purchase	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.
[Credit Enhancement Provider]	[__________ 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.]
[Derivative Contracts]	[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.]
CUSIP Numbers	Class A-1 Notes: __________ Class A-2 Notes: __________ Class A-3 Notes: __________ Class A-4 Notes: __________ Class B Notes: __________

S-20

Tax Status	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: the notes held by parties unaffiliated with the issuing entity will be characterized as debt for federal income tax purposes; and the issuing entity will not be characterized as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes. 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.
ERISA Considerations	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.
Eligibility for Purchase by Money Market Funds	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.

S-21

RISK FACTORS

You should consider the following risk factors in deciding whether to purchase any notes. In addition, you should consider the risk factors described under “Risk Factors” in the accompanying prospectus for a description of further material risks to your investment in the notes.

The notes are not suitable

investments for all investors.

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.

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.

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.]

S-22

Continuing economic developments may adversely affect the performance and market value of your notes.

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.

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.

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:

creates the Bureau of Consumer Financial Protection (“BCFP”), a new agency responsible for administering and enforcing the laws and regulations for consumer financial products and services;

creates a new framework for the regulation of over-the-counter derivatives activities;

strengthens the regulatory oversight of securities and capital markets activities by the SEC; and

creates a liquidation framework for the resolution of bank holding companies and other non-bank financial companies defined as “covered financial companies.”

S-23

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.

S-24

Payment priorities increase risk of loss or delay in payment to certain classes of notes.

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.

S-25

The class B notes are subject to greater risk because of subordination.	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.
The timing of principal payments is uncertain.	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.	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: default, resulting in the repossession and sale of the leased vehicle; or damage the vehicle or become unable to pay due to death or disability, resulting in payments to the servicer (and in turn, to the issuing entity) under any existing physical damage, credit life or other insurance.

S-26

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.

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.

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

S-27

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.

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

S-28

	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.

S-29

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.

S-30

	Furthermore, Congress or the Securities and Exchange Commission may determine that any NRSRO that assigns ratings to the notes no longer qualifies as a nationally recognized statistical rating organization for purposes of the federal securities laws and that determination may also have an adverse effect on the market price of the notes. Potential investors in the notes are urged to make their own evaluation of the creditworthiness of the leases and related leased vehicles and the credit enhancement on the notes, and not to rely solely on the ratings on the notes.
[Retention of [describe class of any notes to be retained] by the depositor or an affiliate of the depositor may reduce the liquidity of such classes of notes.] [To be inserted if any notes are retained.]	[[Describe class and amount of any notes to be retained] will be retained by the depositor or an affiliate of the depositor on the closing date, but may subsequently be sold directly, including through a placement agent, on or after the closing date, or through underwriters after the closing date in one or more negotiated transactions or otherwise at varying prices to be determined at the time of sale. If only a portion of the [describe class of any notes to be retained] are sold, the market for such a retained class of notes may be less liquid than would otherwise be the case. In addition, if any retained notes are subsequently sold in the secondary market, demand and market price of notes already in the market could be adversely affected. Additionally, if any [describe class of any notes to be retained] are subsequently sold, or if any of the retained portion of the [describe class of any notes to be retained] are subsequently sold, the voting power of the noteholders of the outstanding notes may be diluted.]
Holders of the class B notes may suffer losses because they have limited control over actions of the issuing entity and conflicts between classes of notes may occur.	The class A notes will be the “controlling class” under the indenture while any class A notes are outstanding. After the class A notes have been paid in full, the class B notes will be the controlling class. The rights of the controlling class will include the following: following an event of default, to direct the indenture trustee to exercise one or more of the remedies specified in the indenture relating to the property of the issuing entity, including a sale of the assets of the issuing entity; to appoint a successor indenture trustee; and to consent to specified types of amendments. In exercising any rights or remedies under the indenture, the controlling class may act solely in its own interests or direct the indenture trustee to act in the interest of the controlling class. Therefore, holders of notes that are subordinated to the controlling class will not be able to participate in the determination of any proposed actions that are within the purview of the controlling class, and the controlling class, or the indenture trustee at the direction of the controlling class, could take actions that would adversely affect the holders of notes that are subordinated to the controlling class.

S-31

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.]

S-32

OVERVIEW OF THE TRANSACTION

Please refer to page S-__ for a diagram providing an overview of the transaction described in this prospectus supplement.

Certain motor vehicle dealers (collectively, the “Dealers”) have assigned, and will assign, closed-end Toyota or Lexus passenger car, minivan, light-duty truck or sport utility vehicle leases and the related vehicles to Toyota Lease Trust, a Delaware statutory trust (the “Titling Trust”), pursuant to dealer agreements. The Titling Trust was created in October 1996 to facilitate the titling of leased vehicles in connection with the securitization of Toyota or Lexus passenger car, minivan, light-duty truck or sport utility vehicle leases. The Titling Trust has issued to Toyota Motor Credit Corporation (“TMCC” and, in its capacity as owner of the UTI, the “UTI Beneficiary”) an undivided trust interest (the “UTI”) representing the entire beneficial interest in assets of the Titling Trust that have not been allocated to special units of beneficial interest such as the ones described in this prospectus supplement and the accompanying prospectus. The trustee of the Titling Trust will be directed by the UTI Beneficiary:

·	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.

The 201_-_ SUBI will represent the entire beneficial interest in the Specified Leases and Specified Vehicles (collectively, the “201_-_ SUBI Assets”). Upon creation of the 201_-_ SUBI, the 201_-_ SUBI Assets will no longer be a part of the assets of the Titling Trust represented by the UTI, and the interest in the Titling Trust Assets represented by the UTI will be reduced accordingly. The 201_-_ SUBI will evidence an indirect beneficial interest, rather than a direct legal interest, in the 201_-_ SUBI Assets. The 201_-_ SUBI will not represent a beneficial interest in any Titling Trust Assets other than the 201_-_ SUBI Assets. Payments made on or in respect of any Titling Trust Assets other than the 201_-_ SUBI Assets will not be available to make payments on the Notes or the Certificate. The UTI Beneficiary may from time to time cause special units of beneficial interest other than the 201_-_ SUBI (each, an “Other SUBI”) to be created out of the UTI. The Issuing Entity (and, accordingly, its securityholders) will have no interest in the UTI, any Other SUBI or any assets of the Titling Trust Assets evidenced by the UTI or any Other SUBI. For additional information, you should refer to “The SUBI” and “The Titling Trust” in the accompanying prospectus.

TMCC will absolutely assign and transfer the certificate representing its interest in the 201_-_ SUBI (the “SUBI Certificate”) to Toyota Leasing, Inc. (the “Depositor”). The Depositor will in turn absolutely assign and transfer the SUBI Certificate to Toyota Auto Lease Trust 201_-_ (the “Issuing Entity”). The Issuing Entity will issue [five] classes of asset backed notes (the “Notes”). in an aggregate principal amount of $__________ (the “Initial Note Balance”). The Issuing Entity will also issue a certificate (the “Certificates”), which represents the residual interest in the Issuing Entity. The Issuing Entity will pledge the SUBI Certificate to the Indenture Trustee as security for the Notes. The Notes and the Certificate are collectively referred to as the “Securities” and the holders of Securities are referred to as “Securityholders.” The holders of the Notes are referred to as the “Noteholders” and the holder of the Certificate is referred to as the “Certificateholder.” Each Note will represent an obligation of, and each Certificate will represent a fractional undivided interest in, the Issuing Entity. Payments in respect of the Certificate will be subordinated to payments in respect of the Notes to the extent described in this prospectus supplement. The Notes are the only securities being offered hereby. The Certificate is not being offered to you in this offering.

THE ISSUING ENTITY

The Issuing Entity is a Delaware statutory trust formed pursuant to a trust agreement [between][among] the Depositor[,] [and] __________, as owner trustee (referred to in this prospectus supplement as the “Owner Trustee”) [, and __________, as Delaware Trustee (referred to in this prospectus supplement as the “Delaware Trustee”)], and the filing of a certificate of trust with the Secretary of State of the State of Delaware. The Issuing Entity will be

S-33

governed by an amended and restated trust agreement (the “Trust Agreement”), dated as of the date of issuance of the Notes (the “Closing Date”), among the same parties.

The Issuing Entity will issue the Notes under an indenture, dated as of the Closing Date (the “Indenture”), between the Issuing Entity and __________, as indenture trustee (referred to in this prospectus supplement as the “Indenture Trustee”). The Certificate will be issued under the Trust Agreement.

After its formation, the Issuing Entity will not engage in any activity other than:

·	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 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.” [[Describe class and amount of any retained notes] will be retained by the Depositor or its affiliate on the Closing Date, but may subsequently be sold directly, including through a placement agent, on or after the Closing Date, or through underwriters after the Closing Date in one or more negotiated transactions or otherwise at varying prices to be determined at the time of sale.][To be inserted if any notes are retained.]

The Issuing Entity may not issue securities other than the Notes and Certificate. Except for the Notes, the Issuing Entity is also prohibited from borrowing money or making loans to any other person.

S-34

Any amendment to the Trust Agreement to amend, supplement or modify these permitted activities, or otherwise make any modification that would materially and adversely affect the Noteholders, would require the consent of the holders of not less than a majority of the aggregate outstanding principal amount of the Controlling Class of Notes.

The Issuing Entity will initially be capitalized with the Notes, the Certificate, overcollateralization and the amounts on deposit in the Reserve Account. The Issuing Entity will use the Notes and the Certificate as consideration for the SUBI Certificate transferred to the Issuing Entity by the Depositor pursuant to the issuer SUBI certificate transfer agreement, dated as of the Closing Date (the “Issuer SUBI Certificate Transfer Agreement”), as described under “Summary of Terms” in this prospectus supplement. The Issuing Entity will then pledge its interest in the SUBI Certificate to the Indenture Trustee under the Indenture. For additional information, you should refer to “The SUBI—Transfers of the SUBI Certificate” in this prospectus supplement and in the accompanying prospectus.

Only the Notes are being offered by this prospectus supplement and the accompanying prospectus. The Depositor will deliver to TMCC the net proceeds from the sale of the Notes as consideration for the transfer of the SUBI Certificate to the Depositor by TMCC pursuant to the SUBI certificate transfer agreement, dated as of the Closing Date (the “SUBI Certificate Transfer Agreement”), as described under “Summary of Terms” in this prospectus supplement. The Certificate will initially be retained by [TMCC or an affiliate].

TMCC, the sponsor of this transaction (in such capacity, the “Sponsor”) will be appointed to act as the servicer (in such capacity, the “Servicer”) of the Specified Leases and the Specified Vehicles. The Servicer will service Specified Leases and the Specified Vehicles pursuant to (1) the amended and restated trust and servicing agreement, dated as of October 1, 1996 (the “Titling Trust Agreement”), among TMCC, as grantor, UTI Beneficiary and Servicer, TMTT, Inc., as trustee (the “Titling Trustee”) and U.S. Bank National Association (“U.S. Bank”), as agent for the Titling Trustee (in such capacity, the “Trust Agent”), (2) the 201_-_ SUBI servicing supplement to the Titling Trust Agreement, to be dated as of the Closing Date (the Titling Trust Agreement, as so supplemented and further amended and supplemented from time to time, the “Servicing Agreement”), among the Titling Trust, TMCC, as Servicer, and the Trust Agent, (3) the 201_-_ SUBI supplement to the Titling Trust Agreement, to be dated as of the Closing Date (the Titling Trust Agreement, as so supplemented and further amended and supplemented from time to time, the “SUBI Trust Agreement”), among the Titling Trustee, TMCC, as grantor, UTI Beneficiary and Servicer, the Trust Agent and the Indenture Trustee, and (4) the administration agreement, dated as of the Closing Date (the “Administration Agreement”), among TMCC, as administrator (in such capacity, the “Administrator”), the Issuing Entity and the Indenture Trustee, and will be compensated for those services as described under “Description of the Transaction Documents—Servicing Compensation” in this prospectus supplement and “Description of the Transaction Documents—Servicing Compensation and Payment of Expenses” in the accompanying prospectus.

The term “Transaction Documents” refers to the Indenture, together with the SUBI Trust Agreement, the Servicing Agreement, the Administration Agreement, the Trust Agreement, the SUBI Certificate Transfer Agreement and the Issuer SUBI Certificate Transfer Agreement.

The Notes will be secured by and payable from the property of the Issuing Entity. After giving effect to the transactions described in this prospectus supplement, the property of the Issuing Entity (the “Trust Estate”) will include:

·	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;

S-35

·	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.

The Indenture will require the Trust Estate to be pledged by the Issuing Entity to the Indenture Trustee. The Reserve Account, which belongs to the Depositor, will be established with and maintained by the Indenture Trustee and pledged to the Indenture Trustee to secure payments on the Notes.

Because the 201_-_ SUBI will represent a beneficial interest in the 201_-_ SUBI Assets, Securityholders will be dependent on payments made on the Specified Leases and proceeds received in connection with the sale or other disposition of Specified Vehicles for the payment of interest on and principal of the related Securities. The Issuing Entity will not, except to the extent of the back-up security interest as discussed under “Certain Legal Aspects of the Leases and the Leased Vehicles—Back-up Security Interests” in the accompanying prospectus, have a direct ownership interest in the Specified Leases or a direct ownership interest or perfected security interest in the Specified Vehicles, which will be titled in the name of the Titling Trust or the Titling Trustee. Therefore, it is possible that a claim or lien in respect of the Specified Vehicles or the Titling Trust could limit the amounts payable in respect of the SUBI Certificate to less than the amounts received from the lessees of the Specified Vehicles (each, a “Lessee”) or received from the sale or other disposition of Specified Vehicles. To the extent that a claim or lien were to delay the disposition of the Specified Vehicles or reduce the amount paid to the holders of the SUBI Certificate in respect of their beneficial interests in the 201_-_ SUBI Assets, Noteholders could experience delays in payment or losses on their investment. For additional information, you should refer to “Risk Factors—The bankruptcy of Toyota Motor Credit Corporation or the depositor could result in losses or delays in payments on your notes,” “The SUBI,” “Certain Legal Aspects of the Titling Trust and the SUBI—The SUBI” and “Certain Legal Aspects of the Leases and the Leased Vehicles—Back-up Security Interests” in the accompanying prospectus.

The Issuing Entity’s fiscal year end will occur on the 31st day of December each year.

The Issuing Entity’s principal offices are in Wilmington, Delaware, in care of __________, at the address described below under “The Trustees” in this prospectus supplement.

CAPITALIZATION OF THE ISSUING ENTITY

The following table illustrates the capitalization of the Issuing Entity as of the Closing Date, as if the issuance and sale of the Notes and the Certificate had taken place on such date:

S-36

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	$ __________

THE DEPOSITOR

The Depositor was formed as a corporation in the State of California in April 1997. The Depositor is a wholly-owned, special purpose finance subsidiary of TMCC. The principal executive offices of the Depositor are located at 19851 South Western Avenue, Torrance, California, 90501, and its telephone number is (310) 468-7333. For additional information regarding the Depositor, you should refer to “The Depositor” in the accompanying prospectus.

THE SPONSOR, ADMINISTRATOR, SERVICER AND UTI BENEFICIARY

Since it began sponsoring securitization trusts in 1993, TMCC, in its capacity as Sponsor, has sponsored ___ securitization trusts backed by beneficial interests in closed-end vehicle leases which have issued more than $___ billion of registered securities to date, none of which have defaulted, experienced any events of default or failed to pay principal in full at maturity.

In addition to securitizing closed-end vehicle leases similar to the Specified Leases, since 1993, TMCC has sponsored other securitization entities backed by pools of retail installment sale contracts which have issued more than $___ billion of registered securities to date, none of which have defaulted, experienced any trigger events of default or failed to pay principal in full at maturity. The Sponsor is responsible for originating, pooling and servicing the related leases and structuring the securitization transaction. In its roles as Administrator and Servicer, TMCC plays a primary role in the management of the issuing entities and the related leases. In addition, as Servicer, TMCC will be authorized to exercise certain discretionary activity with regard to the administration of the Specified Leases and Specified Vehicles, as described under “TMCC’s Lease Financing Program—Servicing of Motor Vehicle Lease Contracts” in the accompanying prospectus.

TMCC, in its capacity as Servicer, began servicing operations in 1983. In addition to servicing closed-end vehicle leases similar to the Specified Leases, TMCC also services retail installment sale contracts, dealer loans and other products and services.

TMCC has been engaged in purchasing finance contracts from authorized Toyota and Lexus dealers in the U.S. since 1983, and has seen its managed portfolio of retail installment sales contracts grow to over $___ billion as of __________, 201_.

Additional information regarding TMCC in its capacities as Sponsor, Administrator and Servicer may be found under “The Sponsor, Administrator, Servicer, UTI Beneficiary and Issuer of the TMCC Demand Notes” and “Description of the Transaction Documents” in the accompanying prospectus. The tables below under “Delinquencies, Repossession and Net Losses” in this prospectus supplement show TMCC’s servicing experience for its entire portfolio of leases for Toyota and Lexus vehicles[, including contracts sold in securitizations,] that TMCC continues to service, as further described under “Delinquencies, Repossession and Net Losses” in this prospectus supplement.

The Servicer is permitted to appoint a subservicer or engage a third party to perform all or a portion of its servicing obligations at the Servicer’s expense. For example, TMCC has contracted with third parties to retrieve

S-37

titles with respect to the Specified Vehicles, make collections on TMCC’s behalf and perform certain vehicle repossession functions. Such an appointment does not relieve the Servicer of its obligations or liability for servicing and administering the Specified Leases and Specified Vehicles in accordance with the provisions of the Servicing Agreement.

[To the extent material, at the time of a transaction, include information regarding the size and composition of TMCC’s portfolio of assets owned and serviced, in each case of the type to be securitized, in accordance with Item 1104(c) of Regulation AB.]

[REALLOCATION HISTORY]

[For a series of notes having an initial bona fide offering on or after February 14, 2012:

TMCC will generally be required to deposit or cause to be deposited into the Collection Account an amount equal to the Securitization Value of a Specified Lease if the Titling Trustee, TMCC or the Indenture Trustee discovers a breach of any representation, warranty or covenant of TMCC with respect to such Specified Lease that materially and adversely affects the Issuing Entity’s interests in such Specified Lease or the related Specified Vehicle and such breach is not cured by TMCC in all material respects within 60 days after TMCC discovers the breach or is given notice of such breach, or upon the occurrence of certain other events described under “The Leases—Representations, Warranties and Covenants” in the accompanying prospectus. Upon the deposit of the related Securitization Value by TMCC, such Specified Lease will be “reallocated” from the 201_-_ SUBI to the UTI. Upon such reallocation, the 201_-_ SUBI will no longer have any interest in such Specified Lease or the related Specified Vehicle and the UTI beneficiary will be entitled to all payments in respect of such Specified Lease and proceeds of the related Specified Vehicle.

With respect to leases and the related leased vehicles securitized by TMCC, the following table sets forth for each related issuing entity and the period from __________ to __________, the number, securitization value (as defined in the related prospectus supplement) and percentage of leases (i) that were subject to a demand for reallocation, (ii) that were reallocated in response to such demand for reallocation, (iii) that were subject to a demand for reallocation but which have not yet been reallocated because the period to cure the alleged breach of representation, warranty or covenant has not yet expired, (iv) that were subject to a demand for reallocation but which have not been reallocated because TMCC disputes the alleged breach of representation, warranty or covenant, (v) that were subject to a demand for reallocation but which were not reallocated because such demand was withdrawn and (vi) that were subject to a demand for reallocation but which were not reallocated because TMCC determined that a breach of representation, warranty or covenant did not occur with respect to the related lease and thus rejected such demand.

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:	# $ %	# $ %	# $ %	# $ %	# $ %	# $ %

[Insert disclosure regarding the most recent Form ABS-15G filed by the depositor and the CIK number of the depositor.]]

THE TRUSTEES

__________ will act as Owner Trustee under the Trust Agreement. [Add description of the Owner Trustee’s organizational form, the general character of its business, its prior experience as an owner trustee for asset-backed securities transactions involving similar pool assets and any other required disclosure].

S-38

__________ is the Indenture Trustee under the Indenture. [Add description of the Indenture Trustee’s organizational form, the general character of its business, its prior experience as an owner trustee for asset-backed securities transactions involving similar pool assets and any other required disclosure].

[__________ will act as Delaware Trustee under the Trust Agreement. [Add description of the Delaware Trustee’s organizational form, the general character of its business, its prior experience as an owner trustee for asset-backed securities transactions involving similar pool assets and any other required disclosure]]

The Indenture Trustee[,] [and] the Owner Trustee [and the Delaware Trustee] are collectively referred to in this prospectus supplement as the “Trustees”). The Depositor, the Servicer and their respective affiliates may maintain normal commercial banking relations with the Trustees and their affiliates. The fees and expenses of the Trustees will be paid by the Servicer.

THE TITLING TRUST AND THE TITLING TRUSTEE

The Titling Trust is a Delaware statutory trust formed pursuant to the Titling Trust Agreement. The primary business purpose of the Titling Trust is to take assignments of leases, including the Specified Leases, and serve as record holder of title to vehicles, including the Specified Vehicles. Additional information regarding the Titling Trust may be found under “The Titling Trust” in the accompanying prospectus.

TMTT, Inc. is the Titling Trustee under the Titling Trust Agreement. Its principal offices are located at 190 South LaSalle Street, 7th Floor, Mail Station: MK-IL-SL7R, Chicago, Illinois 60603. The Titling Trustee is a wholly owned, special purpose subsidiary of U.S. Bank that was organized in 1996 solely for the purpose of acting as Titling Trustee. U.S. Bank, as Trust Agent, will perform certain functions of the Titling Trustee pursuant to the Titling Trust Agreement. The Titling Trust Agreement provides that in the event that U.S. Bank no longer can be the Trust Agent, a designee of TMCC (which may not be TMCC or any affiliate) will have the option to purchase the stock of the Titling Trustee for a nominal amount. If TMCC's designee does not timely exercise this option, then the Titling Trustee will appoint a new trust agent, and that new trust agent (or its designee) will next have the option to purchase the stock of the Titling Trustee. If none of these options is timely exercised, U.S. Bank may sell the stock of the Titling Trustee to another party. The Depositor, the Servicer and their affiliates may maintain normal commercial banking relations with the Titling Trustee and its affiliates.

THE SUBI

General

The 201_-_ SUBI will be issued by the Titling Trust under the SUBI Trust Agreement. The 201_-_ SUBI will not represent a direct interest in the 201_-_ SUBI Assets or an interest in any Titling Trust Assets other than the 201_-_ SUBI Assets. Neither the Issuing Entity nor the Securityholders will have any interest in the UTI, any Other SUBI or any Titling Trust Assets evidenced by the UTI or any Other SUBI. Payments made on or in respect of Titling Trust Assets not represented by the 201_-_ SUBI will not be available to make payments on the Securities. For additional information regarding the Titling Trust, you should refer to “The Titling Trust” in the accompanying prospectus.

The SUBI Certificate will evidence a beneficial interest in the 201_-_ SUBI Assets, which will consist of the Specified Leases, the Specified Vehicles and all proceeds of or payments on the Specified Leases and the Specified Vehicles received on or after the close of business on __________, 201_ (the “Cutoff Date”) and all other related 201_-_ SUBI Assets, including:

·	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,

S-39

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.

Transfers of the SUBI Certificate

Simultaneously with the issuance of the SUBI Certificate to TMCC, TMCC will absolutely assign and transfer the SUBI Certificate to the Depositor pursuant to the SUBI Certificate Transfer Agreement. TMCC will covenant to treat the conveyance of the SUBI Certificate to the Depositor as an absolute assignment and transfer for all purposes.

Immediately after the transfer and assignment of the SUBI Certificate to the Depositor, the Depositor will:

·	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.

In exchange, the Issuing Entity will sell, transfer and assign to the Depositor the Notes and will issue to [TMCC or an affiliate] the Certificate.

Immediately following the sale, transfer and assignment of the SUBI Certificate to the Issuing Entity, the Issuing Entity will pledge its interest in the Trust Estate, which includes the SUBI Certificate, to the Indenture Trustee as security for the Notes. The Issuing Entity will deliver the SUBI Certificate to the Indenture Trustee to perfect the pledge of the SUBI Certificate. For additional information regarding the transfer of the SUBI Certificate, you should refer to “Description of the Transaction Documents” in the accompanying prospectus.

THE SPECIFIED LEASES

General

The Specified Leases and the Specified Vehicles will be described in a schedule appearing as an exhibit to the SUBI Trust Agreement. Under the Servicing Agreement, the Servicer will represent and warrant as to certain characteristics of each Specified Lease and Specified Vehicle as described under “The Leases—General” and “—Representations, Warranties and Covenants” in the accompanying prospectus.

[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)(7) of Regulation AB, disclose (1) the nature of a review of the assets performed by the Depositor or Sponsor, including whether the depositor or sponsor engaged a third party for purposes of performing a review of the Specified Leases for the pool and (2) the findings and conclusions of the review of the Specified Leases by the Depositor, Sponsor or third party.]

Each of the Specified Leases was originated by a Dealer in the ordinary course of such Dealer’s business and assigned to the Titling Trust on or prior to the Cutoff Date, in accordance with the underwriting procedures described under “TMCC’s Lease Financing Program” in the accompanying prospectus. As of the date of this prospectus supplement, the Specified Leases are operating leases under International Financial Reporting Standards and U.S. generally accepted accounting principles and have been selected based upon the criteria specified in the SUBI Trust Agreement and described under “—Characteristics” below and “The Leases—Representations, Warranties and Covenants” in the accompanying prospectus. All Specified Vehicles relating to the Specified Leases will be titled in the name of the Titling Trust or the Titling Trustee. [Approximately ____% of the Specified Leases by Aggregate Securitization Value as of the Cutoff Date are evidenced by electronic contracts.]

S-40

The statistical pool of the Specified Leases and the Specified Vehicles selected from the Titling Trust’s portfolio will consist of a pool of __________ Specified Leases that had an Aggregate Securitization Value as of the Cutoff Date of $__________. The Aggregate Securitization Value for any date will mean an amount calculated as of the close of business on such day equal to the sum of the Securitization Values of all Specified Leases. For more information regarding how the Securitization Value for each Specified Lease is calculated, you should refer to “—Calculation of the Securitization Value of the Specified Leases” below.

Each Specified Lease provides for equal Monthly Payments that are allocated between principal and Rent Charges. The “Rent Charge” portion of each Monthly Payment is the amount the Lessee is charged on the Lease Balance and is calculated on a constant yield basis at an imputed interest rate (the “Lease Rate”). The “Lease Balance” of a Specified Lease equals the present value of the remaining Monthly Payments owed by the User Lessee and the present value of the Contract Residual Value of the Specified Vehicle, each determined using a discount rate equal to the Lease Rate. The initial Lease Balance of a Specified Lease (the “Initial Lease Balance”) equals the adjusted capitalized cost described in the Lease. The adjusted capitalized cost of a Specified Lease represents the initial value of the Specified Lease and the Specified Vehicle (which value may exceed the manufacturer’s suggested retail price and may include certain fees, taxes and costs related to the origination of the Specified Lease). The Initial Lease Balance amortizes over the term of the Specified Lease to an amount equal to the Contract Residual Value.

All of the Specified Leases will be closed-end leases. Under a “closed-end lease,” at the end of its term, if the Lessee does not elect to purchase or re-lease the related leased vehicle by exercise of the purchase or re-lease option contained in such lease contract, the Lessee is required to return the leased vehicle to or upon the order of TMCC, as Servicer on behalf of the Titling Trust, at which time the Lessee will then owe (in addition to unpaid Monthly Payments) only incidental charges for excess mileage, excessive wear and use and other items as may be due under such lease.

Each Lessee will be permitted to purchase the Specified Vehicle at the scheduled termination date specified in the related Specified Lease (the “Maturity Date”) or upon the early termination of the related Specified Lease. The purchase price (the “Purchase Option Price”) is the amount payable by a Lessee upon the exercise of its option to purchase a Specified Vehicle which amount equals (a) with respect to a Matured Vehicle, the sum of (i) any due but unpaid Monthly Payments, (ii) the Contract Residual Value and (iii) any fees, taxes and other charges imposed in connection with such purchase and (b) with respect to a Specified Vehicle for which the related Specified Lease has been terminated early by the lessee, the sum of (i) any due but unpaid Monthly Payments, (ii) any fees, taxes and other charges imposed in connection with the Specified Lease and (iii) the excess of the sum of the Monthly Payments remaining until the end of the Specified Lease and the Contract Residual Value over the remaining unearned Rent Charges, calculated using the constant yield method (the “Adjusted Lease Balance”). In addition, so long as a lessee is not in default under a Specified Lease, a lessee may terminate the Specified Lease and not exercise its option to purchase a Specified Vehicle at any time upon payment in full of a payoff amount (the “Elected Early Termination Cost”). The Elected Early Termination Cost is the sum of (a) any due but unpaid Monthly Payments; (b) any Monthly Payments from the date of termination to the Maturity Date and (c) any fees and taxes assessed or billed in connection with the Specified Lease and any other amount charged to the lessee under the Specified Lease, including excess wear and use charges and excess mileage charges, minus any refundable security deposit due to the Lessee. If any such Lessee does not elect to pay the Elected Early Termination Cost upon termination of the Specified Lease, such Lessee will be required to pay an amount (the “Mandatory Early Termination Cost” and together with the Elected Early Termination Cost, an “Early Termination Cost”) equal to the sum of (a) any due but unpaid Monthly Payments; (b) any fees and taxes assessed or billed in connection with the Specified Lease and any other amount charged to the Lessee under the Specified Lease, other than excess wear and use charges and excess mileage charges, (c) any disposition charges of the Specified Vehicle and (d) the difference between the Adjusted Lease Balance and the fair market value of the Specified Vehicle (determined by the sale price of the Specified Vehicle or an appraisal obtained in accordance with the Specified Lease), minus any refundable security deposit due to the lessee

Each Specified Lease will provide that TMCC may terminate the Specified Lease and repossess the related Specified Vehicle following an event of default by the related lessee (each, a “Lease Default”). Typical Lease Defaults include, but may not be limited to, failure of the lessee to make payments when due, certain events of bankruptcy or insolvency of the lessee, failure to comply with any other term or condition of the Specified Lease,

S-41

the provision of false or misleading information in the lease application or the loss, theft, seizure or damage beyond reasonable repair of the related vehicle.

If a lessee is in default of a Specified Lease, TMCC may do any or all of the following: (i) terminate the Specified Lease and the Lessee’s rights to use and possess the Specified Vehicle, (ii) if the Lessee does not voluntarily return the Specified Vehicle, take possession of the Specified Vehicle by any method permitted by law; (iii) require the Lessee to pay the Mandatory Early Termination Cost and all expenses in connection with enforcement of the Specified Lease and repossession of the Specified Vehicle, including, but not limited to, expenses for repossession, transportation, storage, collection, and legal fees, in each case as allowed by applicable law or (iv) pursue any other remedy permitted by law.

In the event of termination of a Specified Lease where the related Lessee is in default following a casualty of the Specified Vehicle, amounts collected with respect to the Specified Lease and Specified Vehicle, after deducting costs and other sums retained by the Servicer in connection therewith may be less than the Securitization Value of the Specified Lease. In the event that any of the foregoing shortfalls are not covered from available monies on deposit in the Collection Account and Reserve Account, investors in the Notes could suffer a loss on their investment.

Characteristics

The Specified Leases are required to meet certain selection criteria as of the Cutoff Date and as of the Closing Date (unless one specific date is otherwise stated below). Pursuant to such criteria, each Specified Lease:

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

S-42

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.

[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. If compensating or other factors were used, provide data on the amount of leases in the pool or in the sample that are represented as meeting each such factor and the amount of leases that do not meet those factors. If multiple entities are involved in the decision to include leases despite not having met the disclosed underwriting standards, this should be described and each participating entity disclosed.]

No selection procedures believed by TMCC to be adverse to Noteholders have been used in selecting the Specified Leases from the pool of closed-end motor vehicle lease contracts included in the Titling Trust.

The information concerning the Specified Leases and Specified Vehicles presented throughout this prospectus supplement is based on a statistical pool of __________ leases and the related leased vehicles. 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. 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 vary materially from, the characteristics of the leases and the related leased vehicles in the statistical pool described as of the Cutoff Date in the following tables (which were calculated based on the statistical securitization rate as a percentage of the Aggregate Securitization Rate). The actual pool of Specified Leases and Specified Vehicles allocated to the 201_-_ SUBI on the Closing Date will vary from those included in the statistical pool of 201_-_ SUBI Assets because leases and the related leased vehicles will be removed from the pool of 201_-_ SUBI Assets because the actual Securitization Rate is less than the statistical securitization rate. For additional information regarding the characteristics of the Leases, including the Specified Leases, you should refer to “The Leases” in the accompanying prospectus.

Composition of the Statistical Pool of the Specified Leases as of the Cutoff Date


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.

S-43

(2) Discounted by the statistical securitization rate.

Distribution of the Specified Leases by Securitization Value as of the Cutoff Date

As of the Cutoff Date, the distribution of the Specified Leases by Securitization Value was as follows:

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%

____________________________________