Common use of Issuer to Maintain Perfection and Priority Clause in Contracts

Issuer to Maintain Perfection and Priority. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the Collateral. The Issuer shall cause the Servicer, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral as a first-priority interest (each a “Filing”). The Issuer shall cause the Servicer to, present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable law.

Issuer to Maintain Perfection and Priority. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this IndentureAgreement, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s 's security interest in the Collateral. The Issuer shall cause the ServicerServicer to, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s 's security interest in the Collateral as a first-priority interest (each a “"Filing”"). The Issuer shall cause the Servicer to, present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s 's signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable law.

Issuer to Maintain Perfection and Priority. 18. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 FORM OF CLASS A-1 NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO A LAW SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW. Xx. 0 $[__________] CUSIP No.: [__________] ISIN No.: [__________] TOYOTA AUTO RECEIVABLES 2013-A OWNER TRUST [____]% ASSET BACKED NOTES, CLASS A-1 Toyota Auto Receivables 2013-A Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [________] ($[________]) payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture, dated as of April 17, 2013, between the Issuer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of April 17, 2013, between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [________] 20[__] (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer shall cause will pay interest on this Note at the Servicer rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement. Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, present but excluding, the subsequent Payment Date. Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note is payable in such Filing coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to the effect that such Filing is (i) consistent with grant of the security interest to any benefit under the Indenture Trustee pursuant referred to on the Granting Clause of this Indenturereverse hereof, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. 18. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 [FORM OF CLASS A-1 NOTE] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $244,400,000(1) CUSIP XX. 00000X XX0 Xx. X-0 BMW VEHICLE OWNER TRUST 2014-A 0.19000% ASSET BACKED NOTE, CLASS A-1 BMW VEHICLE OWNER TRUST 2014-A, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of TWO HUNDRED FORTY-FOUR MILLION, FOUR HUNDRED THOUSAND DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture dated as of September 1, 2014 (the “Indenture”), between the Issuer and U.S. Bank National Association, a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of October 26, 2015 (the “Class A-1 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Capitalized terms used but not defined herein are defined in or pursuant to the Indenture, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date after giving effect to all payments of principal made on the preceding Payment Date, (or on the initial principal balance of this Note from and including the Closing Date in the case of the first Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the prior Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the next Payment Date. Interest will be computed on the basis of the actual number of days elapsed in the related Interest Period and a 360-day year. Such principal of and interest on this Note shall cause be paid in the Servicer tomanner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, present each such Filing to which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to any benefit under the effect that such Filing is (i) consistent with grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable law.any purpose. ________________

Issuer to Maintain Perfection and Priority. 18. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 [FORM OF CLASS A-1 NOTE] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $215,000,000(1) CUSIP XX. 00000X XX0 Xx. X-0 BMW VEHICLE OWNER TRUST 2013-A 0.23000% ASSET BACKED NOTE, CLASS A-1 BMW VEHICLE OWNER TRUST 2013-A, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of TWO HUNDRED FIFTEEN MILLION DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture dated as of October 1, 2013 (the “Indenture”), between the Issuer and U.S. Bank National Association, a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of October 27, 2014 (the “Class A-1 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Capitalized terms used but not defined herein are defined in or pursuant to the Indenture, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date after giving effect to all payments of principal made on the preceding Payment Date, (or on the initial principal balance of this Note from and including the Closing Date in the case of the first Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the prior Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the next Payment Date. Interest will be computed on the basis of the actual number of days elapsed in the related Interest Period and a 360-day year. Such principal of and interest on this Note shall cause be paid in the Servicer tomanner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, present each such Filing to which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to any benefit under the effect that such Filing is (i) consistent with grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable law.any purpose. ________________

Issuer to Maintain Perfection and Priority. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the Collateral. The Issuer shall cause the Servicer, from time to time and within the time limits established by law, to prepare and present 700148678 06142559 Schedule 1 to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral as a first-priority interest (each a “Filing”). The Issuer shall cause the Servicer to, present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable law.. 700148678 06142559 Schedule 1

Issuer to Maintain Perfection and Priority. 21. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 FORM OF CLASS A-1 NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW. Xx. 0 $[__________] CUSIP No. [__________] ISIN No. : [__________] TOYOTA AUTO RECEIVABLES 2014-C OWNER TRUST [____]% ASSET BACKED NOTES, CLASS A-1 Toyota Auto Receivables 2014-C Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [__________] DOLLARS ($[__________]) payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture, dated as of October 15, 2014, between the Issuer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of October 15, 2014, between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [_________] 20[__] (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer shall cause will pay interest on this Note at the Servicer rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement. Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, present but excluding, the subsequent Payment Date. Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note is payable in such Filing coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to the effect that such Filing is (i) consistent with grant of the security interest to any benefit under the Indenture Trustee pursuant referred to on the Granting Clause of this Indenturereverse hereof, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. 18. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 [FORM OF CLASS A-1 NOTE] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $314,300,000(1) CUSIP NX. 00000X XX0 Xx. X-0 BMW VEHICLE OWNER TRUST 2011-A 0.30558% ASSET BACKED NOTE, CLASS A-1 BMW VEHICLE OWNER TRUST 2011-A, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of THREE HUNDRED FOURTEEN MILLION THREE HUNDRED THOUSAND DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture dated as of August 1, 2011 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of September 25, 2012 (the “Class A-1 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Capitalized terms used but not defined herein are defined in or pursuant to the Indenture, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date after giving effect to all payments of principal made on the preceding Payment Date, (or on the initial principal balance of this Note from and including the Closing Date in the case of the first Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the prior Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the next Payment Date. Interest will be computed on the basis of the actual number of days elapsed in the related Interest Period and a 360-day year. Such principal of and interest on this Note shall cause be paid in the Servicer tomanner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, present each such Filing to which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to any benefit under the effect that such Filing is (i) consistent with grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable law.any purpose. ________________

Issuer to Maintain Perfection and Priority. 18. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 FORM OF CLASS A-1 NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO A LAW SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW. Xx. 0 $[__________] CUSIP No. [__________] ISIN No. : [__________] TOYOTA AUTO RECEIVABLES 2010-B OWNER TRUST [______]% ASSET BACKED NOTES, CLASS A-1 Toyota Auto Receivables 2010-B Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [__________], or registered assigns, the principal sum of [__________] DOLLARS ($[__________]) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $[__________] and the denominator of which is $[______] by (ii) the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture, dated as of July 22, 2010, between the Issuer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of July 22, 2010, between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in July 2011 (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer shall cause will pay interest on this Note at the Servicer rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement. Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, present but excluding, the subsequent Payment Date. Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note is payable in such Filing coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to the effect that such Filing is (i) consistent with grant of the security interest to any benefit under the Indenture Trustee pursuant referred to on the Granting Clause of this Indenturereverse hereof, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. 18. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 FORM OF CLASS A-1 NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO A LAW SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW. Xx. 0 $393,000,000 CUSIP No.: [__________] ISIN No.: [__________] TOYOTA AUTO RECEIVABLES 2012-A OWNER TRUST 0.23989% ASSET BACKED NOTES, CLASS A-1 Toyota Auto Receivables 2012-A Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of THREE HUNDRED AND NINETY-THREE MILLION DOLLARS ($393,000,000) payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture, dated as of April 18, 2012, between the Issuer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of April 18, 2012, between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in April 2013 (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer shall cause will pay interest on this Note at the Servicer rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement. Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, present but excluding, the subsequent Payment Date. Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note is payable in such Filing coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to the effect that such Filing is (i) consistent with grant of the security interest to any benefit under the Indenture Trustee pursuant referred to on the Granting Clause of this Indenturereverse hereof, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. 21. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 FORM OF CLASS A-1 NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW. Xx. 0 $[__________] CUSIP No. [__________] ISIN No. : [__________] TOYOTA AUTO RECEIVABLES 2014-A OWNER TRUST [____]% ASSET BACKED NOTES, CLASS A-1 Toyota Auto Receivables 2014-A Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [__________] DOLLARS ($[__________]) payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture, dated as of March 19, 2014, between the Issuer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of March 19, 2014, between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [_________] 20[__] (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer shall cause will pay interest on this Note at the Servicer rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement. Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, present but excluding, the subsequent Payment Date. Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note is payable in such Filing coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to the effect that such Filing is (i) consistent with grant of the security interest to any benefit under the Indenture Trustee pursuant referred to on the Granting Clause of this Indenturereverse hereof, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. 18. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 FORM OF CLASS A-1 NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO A LAW SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW. No. [1][2] $[__________] CUSIP No. [__________] ISIN No. : [__________] TOYOTA AUTO RECEIVABLES 2010-C OWNER TRUST [______]% ASSET BACKED NOTES, CLASS A-1 Toyota Auto Receivables 2010-C Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [__________], or registered assigns, the principal sum of [__________] DOLLARS ($[__________]) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $[__________] and the denominator of which is $[______] by (ii) the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture, dated as of September 29, 2010, between the Issuer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of September 29, 2010, between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [____] (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer shall cause will pay interest on this Note at the Servicer rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement. Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, present but excluding, the subsequent Payment Date. Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note is payable in such Filing coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to the effect that such Filing is (i) consistent with grant of the security interest to any benefit under the Indenture Trustee pursuant referred to on the Granting Clause of this Indenturereverse hereof, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. 21. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 FORM OF CLASS A-1 NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW. Xx. 0 $[__________] CUSIP No. [__________] ISIN No. : [__________] TOYOTA AUTO RECEIVABLES 2015-B OWNER TRUST [____]% ASSET BACKED NOTES, CLASS A-1 Toyota Auto Receivables 2015-B Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [__________] DOLLARS ($[__________]) payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture, dated as of June 17, 2015, between the Issuer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of June 17, 2015, between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [_________] 20[__] (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer shall cause will pay interest on this Note at the Servicer rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement. Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, present but excluding, the subsequent Payment Date. Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note is payable in such Filing coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to the effect that such Filing is (i) consistent with grant of the security interest to any benefit under the Indenture Trustee pursuant referred to on the Granting Clause of this Indenturereverse hereof, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. 21. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A FORM OF CLASS [A-[1][2[a]][2b][3][4]][B] NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW. Xx. 0 $[__________] CUSIP No. [__________] ISIN No. : [__________] TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST [[LIBOR [plus][minus]]1] [____]% ASSET BACKED NOTES, CLASS [A-[1][2[a]][2b][3][4]][B] Toyota Auto Receivables 20[__]-[__] Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [__________] DOLLARS ($[__________]) payable on each Payment Date in an amount equal to [the result obtained by multiplying (i) a fraction the numerator of which is $[__________] and the denominator of which is $[__________] by (ii)] the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class [A-[1][2[a]][2b][3][4]][B] Notes pursuant to Section 3.01 of the Indenture, dated as of [_______], 20[__], between the Issuer and [________], a [________], as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of [_______], 20[__], between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [__________], 20[__] (the “Class [A-[1][2[a]][2b][3][4]][B] Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer shall cause will pay interest on this Note at the Servicer rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement. Interest on this Note will accrue [from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, present but excluding, the subsequent Payment Date][1][2][from (and including) the [15]th day of each such Filing calendar month to (but excluding) the [15]th day of the succeeding calendar month, except that the first interest accrual period will be from (and including) the Closing Date to (but excluding) [____] [15], 20[__]][2][3]. Interest will be computed on the basis specified in the Indenture Trustee together with (x) an Opinion for each Interest Period. Such principal of Counsel to the effect that such Filing is (i) consistent with grant of the security and interest to the Indenture Trustee pursuant to the Granting Clause of on this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code Note shall be paid in the applicable jurisdiction (or if manner specified on the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawreverse hereof.

Issuer to Maintain Perfection and Priority. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this IndentureAgreement, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the Collateral. The Issuer shall cause the ServicerServicer to, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion Schedule 1 of Counsel hereinafter provided for) the Servicer to file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral as a first-priority interest (each a “Filing”). The Issuer shall cause the Servicer to, present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable law.

Issuer to Maintain Perfection and Priority. 21. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 FORM OF CLASS A-1 NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW. Xx. 0 $[__________] CUSIP No. [__________] ISIN No. : [__________] TOYOTA AUTO RECEIVABLES 2015-C OWNER TRUST [____]% ASSET BACKED NOTES, CLASS A-1 Toyota Auto Receivables 2015-C Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [__________] DOLLARS ($[__________]) payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture, dated as of August 26, 2015, between the Issuer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of August 26, 2015, between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [_________] 20[__] (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer shall cause will pay interest on this Note at the Servicer rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement. Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, present but excluding, the subsequent Payment Date. Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note is payable in such Filing coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to the effect that such Filing is (i) consistent with grant of the security interest to any benefit under the Indenture Trustee pursuant referred to on the Granting Clause of this Indenturereverse hereof, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. 18. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 FORM OF CLASS A-1 NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE, THE DELAWARE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO A LAW SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW. No. [1][2] $[__________] CUSIP No. [__________] ISIN No. : [__________] TOYOTA AUTO RECEIVABLES 2011-A OWNER TRUST [______]% ASSET BACKED NOTES, CLASS A-1 Toyota Auto Receivables 2011-A Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [__________], or registered assigns, the principal sum of [__________] DOLLARS ($[__________]) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $[__________] and the denominator of which is $[______] by (ii) the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture, dated as of February 3, 2011, between the Issuer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of February 3, 2011, between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [__________], 20[__] (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer shall cause will pay interest on this Note at the Servicer rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement. Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, present but excluding, the subsequent Payment Date. Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note is payable in such Filing coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to the effect that such Filing is (i) consistent with grant of the security interest to any benefit under the Indenture Trustee pursuant referred to on the Granting Clause of this Indenturereverse hereof, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. 21. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 FORM OF CLASS A-1 NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW. Xx. 0 $[__________] CUSIP No. [__________] ISIN No. : [__________] TOYOTA AUTO RECEIVABLES 2015-A OWNER TRUST [____]% ASSET BACKED NOTES, CLASS A-1 Toyota Auto Receivables 2015-A Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [__________] DOLLARS ($[__________]) payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture, dated as of March 4, 2015, between the Issuer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of March 4, 2015, between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [_________] 20[__] (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer shall cause will pay interest on this Note at the Servicer rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement. Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, present but excluding, the subsequent Payment Date. Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note is payable in such Filing coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to the effect that such Filing is (i) consistent with grant of the security interest to any benefit under the Indenture Trustee pursuant referred to on the Granting Clause of this Indenturereverse hereof, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. 18. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 FORM OF CLASS A-1 NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO A LAW SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW. Xx. 0 $[__________] CUSIP No.: [__________] ISIN No.: [__________] TOYOTA AUTO RECEIVABLES 2012-B OWNER TRUST [____]% ASSET BACKED NOTES, CLASS A-1 Toyota Auto Receivables 2012-B Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [________] ($[________]) payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture, dated as of September 26, 2012, between the Issuer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of September 26, 2012, between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [________] 20[__] (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer shall cause will pay interest on this Note at the Servicer rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement. Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, present but excluding, the subsequent Payment Date. Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note is payable in such Filing coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to the effect that such Filing is (i) consistent with grant of the security interest to any benefit under the Indenture Trustee pursuant referred to on the Granting Clause of this Indenturereverse hereof, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. 21. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 FORM OF CLASS A-1 NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW. Xx. 0 $[__________] CUSIP No. [__________] ISIN No. : [__________] TOYOTA AUTO RECEIVABLES 2013-B OWNER TRUST [____]% ASSET BACKED NOTES, CLASS A-1 Toyota Auto Receivables 2013-B Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [__________] DOLLARS ($[__________]) payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture, dated as of September 18, 2013, between the Issuer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of September 18, 2013, between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in September 2014 (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer shall cause will pay interest on this Note at the Servicer rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement. Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, present but excluding, the subsequent Payment Date. Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note is payable in such Filing coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to the effect that such Filing is (i) consistent with grant of the security interest to any benefit under the Indenture Trustee pursuant referred to on the Granting Clause of this Indenturereverse hereof, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. 18. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 FORM OF CLASS A-1 NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO A LAW SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW. Xx. 0 $480,000,000 CUSIP No.: [__________] ISIN No.: [__________] TOYOTA AUTO RECEIVABLES 2011-B OWNER TRUST 0.32628% ASSET BACKED NOTES, CLASS A-1 Toyota Auto Receivables 2011-B Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of FOUR HUNDRED AND EIGHTY MILLION DOLLARS ($480,000,000) payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture, dated as of September 28, 2011, between the Issuer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of September 28, 2011, between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in October 2012 (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer shall cause will pay interest on this Note at the Servicer rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement. Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, present but excluding, the subsequent Payment Date. Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note is payable in such Filing coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to the effect that such Filing is (i) consistent with grant of the security interest to any benefit under the Indenture Trustee pursuant referred to on the Granting Clause of this Indenturereverse hereof, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. 18. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 [FORM OF CLASS A-1 NOTE] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $[_______](1) CUSIP NO. [______________] No. R-1 BMW VEHICLE OWNER TRUST 20[__]-[__] [__]% ASSET BACKED NOTE, CLASS A-1 BMW VEHICLE OWNER TRUST 20[__]-[__], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [______________], payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture dated as of [______________], 20[__] (the “Indenture”), between the Issuer and [______________], a [______________], as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of [______________] (the “Class A-1 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Capitalized terms used but not defined herein are defined in or pursuant to the Indenture, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date after giving effect to all payments of principal made on the preceding Payment Date, (or on the initial principal balance of this Note from and including the Closing Date in the case of the first Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the prior Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the next Payment Date. Interest will be computed on the basis of the actual number of days elapsed in the related Interest Period and a 360-day year. Such principal of and interest on this Note shall cause be paid in the Servicer tomanner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, present each such Filing to which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to any benefit under the effect that such Filing is (i) consistent with grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. 21. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 FORM OF CLASS A-1 NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW. Xx. 0 $[__________] CUSIP No. [__________] ISIN No. : [__________] TOYOTA AUTO RECEIVABLES 2014-B OWNER TRUST [____]% ASSET BACKED NOTES, CLASS A-1 Toyota Auto Receivables 2014-B Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [__________] DOLLARS ($[__________]) payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture, dated as of June 18, 2014, between the Issuer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of June 18, 2014, between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [_________] 20[__] (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer shall cause will pay interest on this Note at the Servicer rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement. Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, present but excluding, the subsequent Payment Date. Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note is payable in such Filing coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to the effect that such Filing is (i) consistent with grant of the security interest to any benefit under the Indenture Trustee pursuant referred to on the Granting Clause of this Indenturereverse hereof, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. 18. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. [FORM OF CLASS A-1 NOTE] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $179,200,000(0) XXXXX XX. 09657M AA6 No. R-1 BMW VEHICLE OWNER TRUST 2010-A 0.27929% ASSET BACKED NOTE, CLASS A-1 BMW VEHICLE OWNER TRUST 2010-A, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ONE HUNDRED SEVENTY-NINE MILLION TWO HUNDRED THOUSAND DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture dated as of March 1, 2010 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of April 25, 2011 (the “Class A-1 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Capitalized terms used but not defined herein are defined in or pursuant to the Indenture, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date after giving effect to all payments of principal made on the preceding Payment Date, (or on the initial principal balance of this Note from and including the Closing Date in the case of the first Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the prior Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the next Payment Date. Interest will be computed on the basis of the actual number of days elapsed in the related Interest Period and a 360-day year. Such principal of and interest on this Note shall cause be paid in the Servicer tomanner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, present each such Filing to which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to any benefit under the effect that such Filing is (i) consistent with grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable law.any purpose. ________________

Issuer to Maintain Perfection and Priority. 18. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 [FORM OF CLASS A-1 NOTE] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. XXXXXXXXXX Xx. X-0 $[_____](1) CUSIP NO. [_____] BMW VEHICLE OWNER TRUST [____]-[__] [_____]% ASSET BACKED NOTE, CLASS A-1 BMW VEHICLE OWNER TRUST [____]-[__], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [_____], payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture dated as of [_____], 20[__] (the “Indenture”), between the Issuer and [__________], a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of [_____] (the “Class A-1 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Capitalized terms used but not defined herein are defined in or pursuant to the Indenture, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date after giving effect to all payments of principal made on the preceding Payment Date, (or on the initial principal balance of this Note from and including the Closing Date in the case of the first Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the prior Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the next Payment Date. Interest will be computed on the basis of the actual number of days elapsed in the related Interest Period and a 360-day year. Such principal of and interest on this Note shall cause be paid in the Servicer tomanner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, present each such Filing to which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to any benefit under the effect that such Filing is (i) consistent with grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable law.any purpose. ________________

Issuer to Maintain Perfection and Priority. 17. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall shall, or shall cause the Servicer Collateral Administrator to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the Collateral. The Issuer shall, or shall cause the ServicerCollateral Administrator to, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer Issuer or the Collateral Administrator on its behalf to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral as a first-priority interest (each a “Filing”). The Issuer shall, or shall cause the Servicer toCollateral Administrator, to present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Trustee shall promptly authorize in writing the Issuer’s signature authorizing , or the Servicer to Collateral Administrator on behalf of the Issuer, to, and the Issuer or the Collateral Administrator shall, effect such Filing under the Uniform Commercial Code without the signature of the Issuer or the Trustee where allowed by applicable law.. Notwithstanding anything else in the Indenture to the contrary, neither the Issuer nor the Collateral Administrator on behalf of the Issuer shall have any authority to effect a Filing without obtaining the prior written authorization from the Trustee in accordance with this paragraph 17. EXHIBIT L Form of Beneficial Owner Certificate JPMorgan Chase Bank, National Association as Trustee 000 Xxxxxx Xxxxxx 50th Floor Houston, Texas 77002 TABERNA Preferred Funding I, Ltd. c/o Walkers SPV Limited, Xxxxxx House, P.O. Box 908 GT, Xxxxxx Town, Grand Cayman, Cayman Islands, British West Indies Ladies and Gentlemen: The undersigned hereby certifies that it is the beneficial owner of $ in principal amount of the [[Class A-1A/Class A-1B/Class B-1/Class B-2/Class C-1/Class C-2/Class C-3/Class D/Class E/Notes] issued by TABERNA Preferred Funding I, Ltd. and TABERNA Preferred Funding I, Inc.] [Combination Notes] [issued by TABERNA Preferred Funding I, Ltd.] and hereby requests the Trustee to provide to it at the following address the [Combination Notes Report specified in Section 10.8(a)] [Monthly Report specified in Section 10.9(a)] [Ramp-Up Completion Date Report in Section 10.9(b)] [Note Valuation Report specified in Section 10.9(c)] of the Indenture. Name: Address:

Issuer to Maintain Perfection and Priority. 17. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall shall, or shall cause the Servicer Collateral Administrator to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the Collateral. The Issuer shall, or shall cause the ServicerCollateral Administrator to, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer Issuer or the Collateral Administrator on its behalf to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral as a first-priority interest (each a “Filing”). The Issuer shall, or shall cause the Servicer toCollateral Administrator, to present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Trustee shall promptly authorize in writing the Issuer’s signature authorizing , or the Servicer to Collateral Administrator on behalf of the Issuer, to, and the Issuer or the Collateral Administrator shall, effect such Filing under the Uniform Commercial Code without the signature of the Issuer or the Trustee where allowed by applicable law. Notwithstanding anything else in the Indenture to the contrary, neither the Issuer nor the Collateral Administrator on behalf of the Issuer shall have any authority to effect a Filing without obtaining the prior written authorization from the Trustee in accordance with this paragraph 17. EXHIBIT L Form of Beneficial Owner Certificate JPMorgan Chase Bank, National Association as Trustee 000 Xxxxxx Xxxxxx 50th Floor Houston, Texas 77002 TABERNA PREFERRED FUNDING II, LTD. c/o Walkers SPV Limited Xxxxxx Xxxxx X.X. Xxx 000 XX Xxxxxx Xxxx Grand Cayman Cayman Islands British West Indies Ladies and Gentlemen: The undersigned hereby certifies that it is the beneficial owner of $ in principal amount of the [[Class A-1/Class B/Class C/Class D/Class E/Class F/Notes] issued by TABERNA PREFERRED FUNDING II, LTD. and TABERNA PREFERRED FUNDING II, INC.] [Series I 2.00% Combination Notes/ Series II 2.00% Combination Notes/ Series III 3.15% Combination Notes/ Class P-1 Combination Securities/ Class P-2 Combination Securities/ Class P-3 Combination Securities] [issued by TABERNA PREFERRED FUNDING II, LTD.] and hereby requests the Trustee to provide to it at the following address the [Monthly Report specified in Section 10.9(a)] [Ramp-Up Completion Date Report in Section 10.9(b)] [Note Valuation Report specified in Section 10.9(c)] of the Indenture. Name: Address:

Issuer to Maintain Perfection and Priority. 17. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall shall, or shall cause the Servicer Collateral Administrator to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the Collateral. The Issuer shall, or shall cause the ServicerCollateral Administrator to, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer Issuer or the Collateral Administrator on its behalf to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral as a first-priority interest (each a “Filing”). The Issuer shall, or shall cause the Servicer toCollateral Administrator, to present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Trustee shall promptly authorize in writing the Issuer’s signature authorizing , or the Servicer to Collateral Administrator on behalf of the Issuer, to, and the Issuer or the Collateral Administrator shall, effect such Filing under the Uniform Commercial Code without the signature of the Issuer or the Trustee where allowed by applicable law. Notwithstanding anything else in the Indenture to the contrary, neither the Issuer nor the Collateral Administrator on behalf of the Issuer shall have any authority to effect a Filing without obtaining the prior written authorization from the Trustee in accordance with this paragraph 17. EXHIBIT L Form of Beneficial Owner Certificate JPMorgan Chase Bank, National Association as Trustee 000 Xxxxxx Xxxxxx 50th Floor Houston, Texas 77002 TABERNA PREFERRED FUNDING III, LTD. c/o Walkers SPV Limited Xxxxxx Xxxxx X.X. Xxx 000 XX Xxxxxx Xxxx Grand Cayman Cayman Islands British West Indies Ladies and Gentlemen: The undersigned hereby certifies that it is the beneficial owner of $ in principal amount of the [[Class X-0X/Xxxxx X-0X/Xxxxx X-0X/Xxxxx X-0X/Xxxxx X-0X/Xxxxx X-0/Xxxxx B-2/Class C-1/Class C-2/Class D/Class E] Note issued by TABERNA PREFERRED FUNDING III, LTD. and TABERNA PREFERRED FUNDING III, INC.] and hereby requests the Trustee to provide to it at the following address the [Monthly Report specified in Section 10.9(a)] [Ramp-Up Completion Date Report in Section 10.9(b)] [Note Valuation Report specified in Section 10.9(c)] of the Indenture. Name: Address:

Issuer to Maintain Perfection and Priority. 18. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 FORM OF CLASS A-1 NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO A LAW SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW. Xx. 0 $[__________] CUSIP No.: [__________] ISIN No.: [__________] TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST [____]% ASSET BACKED NOTES, CLASS A-1 Toyota Auto Receivables 20[__]-[__] Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [________] ($[________]) payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture, dated as of [________], 20[__], between the Issuer and [__________], a [__________], as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of [________], 20[__], between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [________] 20[__] (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer shall cause will pay interest on this Note at the Servicer rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement. Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, present but excluding, the subsequent Payment Date. Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note is payable in such Filing coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to the effect that such Filing is (i) consistent with grant of the security interest to any benefit under the Indenture Trustee pursuant referred to on the Granting Clause of this Indenturereverse hereof, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this IndentureAgreement, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the Collateral. The Issuer shall cause the ServicerServicer to, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral as a first-priority interest (each a “Filing”). The Issuer shall cause the Servicer to, present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable law.

Issuer to Maintain Perfection and Priority. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this IndentureAgreement, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the Collateral. The Issuer shall cause the Servicer, from time to time and within the time limits established by law, to prepare and present Schedule 1 2 to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral as a first-priority interest (each a “Filing”). The Issuer shall cause the Servicer to, present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable law.

Issuer to Maintain Perfection and Priority. 18. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s 's security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s 's security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 [FORM OF CLASS A-1 NOTE] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $[_______](1)CUSIP NO. [______________] No. R-1 BMW VEHICLE OWNER TRUST 20[__]-[__] [__]% ASSET BACKED NOTE, CLASS A-1 BMW VEHICLE OWNER TRUST 20[__]-[__], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [______________], payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture dated as of [______________], 20[__] (the "Indenture"), between the Issuer and [______________], a “Filing”[______________], as Indenture Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of [______________] (the "Class A-1 Final Scheduled Payment Date") and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Capitalized terms used but not defined herein are defined in or pursuant to the Indenture, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date after giving effect to all payments of principal made on the preceding Payment Date, (or on the initial principal balance of this Note from and including the Closing Date in the case of the first Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the prior Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the next Payment Date. Interest will be computed on the basis of the actual number of days elapsed in the related Interest Period and a 360-day year. Such principal of and interest on this Note shall cause be paid in the Servicer tomanner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, present each such Filing to which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to any benefit under the effect that such Filing is (i) consistent with grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this IndentureAgreement, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s 's security interest in the Collateral. The Issuer shall cause the ServicerServicer to, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s 's security interest in the Collateral as a first-priority interest (each a “"Filing”"). The Issuer shall cause the Servicer to, present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Servicer to to, and the Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of the Issuer or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in this Indenture to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Indenture Trustee in accordance with this Paragraph 11.

Issuer to Maintain Perfection and Priority. 13. The Issuer Owner Trustee covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or Owner Trustee shall cause the Servicer to, to take such action, or execute and deliver such instruments writings (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s 's security interest in the Collateral. The Issuer Owner Trustee shall cause the Servicer, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file all financing statements, amendments, amendments (including continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases), initial financing statements in lieu of continuation statement or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s 's security interest in the Collateral as a first-priority interest (each a “"Filing”"). The Issuer Owner Trustee shall cause the Servicer to, to present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s Owner Trustee's signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer Owner Trustee where allowed by applicable law. EXHIBIT A FORM OF CLASS A NOTES CLASS A-1 NOTE Note Number: R-1 CUSIP No.: 14041G AW 6 ISIN No.: US14041GAW69 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC" OR THE "SECURITIES DEPOSITORY"), TO THE OWNER TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS GLOBAL NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OR SUCCESSOR SECURITIES DEPOSITORY. CAPITAL ONE AUTO FINANCE TRUST 2002-C ASSET BACKED NOTES, SERIES 2002-C CLASS A-1 NOTE ORIGINAL ISSUE CLASS A-1 MATURITY DATE DATE ISSUE PRICE December 17, 2002 December 15, 2003 100.000000% REGISTERED OWNER: CEDE & Co.

Issuer to Maintain Perfection and Priority. 18. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 FORM OF CLASS A-1 NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (each a “FilingDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO A LAW SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW. No. 1 $[__________] CUSIP No. [__________] ISIN No. : [__________] TOYOTA AUTO RECEIVABLES [___]-[__] OWNER TRUST [______]% ASSET BACKED NOTES, CLASS A-1 Toyota Auto Receivables [___]-[__] Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [__________], or registered assigns, the principal sum of [__________] DOLLARS ($[__________]) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $[__________] and the denominator of which is $[______] by (ii) the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture, dated as of [___], 20[__], between the Issuer and [_________], a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of [___], 20[__], between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [______] (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer shall cause will pay interest on this Note at the Servicer rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement. Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, present but excluding, the subsequent Payment Date. Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note is payable in such Filing coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to the effect that such Filing is (i) consistent with grant of the security interest to any benefit under the Indenture Trustee pursuant referred to on the Granting Clause of this Indenturereverse hereof, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. 18. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall or shall cause the Servicer to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the CollateralReceivables. The Issuer shall cause the Servicershall, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral Receivables as a first-priority interest interest. EXHIBIT A-1 FORM OF CLASS A-1 NOTE THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (each a THE “FilingSECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (II) IN A TRANSACTION (OTHER THAN A TRANSACTION IN CLAUSE (IV) BELOW) EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS, (III) TO ANY AFFILIATE OF TOYOTA MOTOR CREDIT CORPORATION OR (IV) TO A PERSON WHO THE TRANSFEROR OF SUCH CLASS A-1 NOTE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT AND THAT IS AWARE THAT THE RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR TO AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT, AND IN ANY CASE MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE PROVISIONS OF THE INDENTURE GOVERNING TRANSFER OF THE CLASS A-1 NOTES. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO A LAW SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW. No. 1 $[__________] CUSIP No. [__________] ISIN No. : [__________] TOYOTA AUTO RECEIVABLES 2010-A OWNER TRUST 0.36148% ASSET BACKED NOTES, CLASS A-1 Toyota Auto Receivables 2010-A Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [__________], or registered assigns, the principal sum of [__________] DOLLARS ($[__________]) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $[__________] and the denominator of which is $475,000,000 by (ii) the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture, dated as of May 5, 2010, between the Issuer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of May 5, 2010, between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in May 2011 (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be. The Issuer shall cause will pay interest on this Note at the Servicer rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement. Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, present but excluding, the subsequent Payment Date. Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note is payable in such Filing coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee together with (x) an Opinion of Counsel whose name appears below by manual signature, this Note shall not be entitled to the effect that such Filing is (i) consistent with grant of the security interest to any benefit under the Indenture Trustee pursuant referred to on the Granting Clause of this Indenturereverse hereof, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements or be valid or obligatory for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable lawany purpose.

Issuer to Maintain Perfection and Priority. 17. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Indenture, the Issuer shall shall, or shall cause the Servicer Collateral Administrator to, take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the Collateral. The Issuer shall, or shall cause the ServicerCollateral Administrator to, from time to time and within the time limits established by law, to prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer Issuer or the Collateral Administrator on its behalf to file file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Collateral as a first-priority interest (each a “Filing”). The Issuer shall, or shall cause the Servicer toCollateral Administrator, to present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Trustee shall promptly authorize in writing the Issuer’s signature authorizing , or the Servicer to Collateral Administrator on behalf of the Issuer, to, and the Issuer or the Collateral Administrator shall, effect such Filing under the Uniform Commercial Code without the signature of the Issuer or the Trustee where allowed by applicable law. Notwithstanding anything else in the Indenture to the contrary, neither the Issuer nor the Collateral Administrator on behalf of the Issuer shall have any authority to effect a Filing without obtaining the prior written authorization from the Trustee in accordance with this paragraph 17. EXHIBIT L Form of Beneficial Owner Certificate JPMorgan Chase Bank, National Association as Trustee 000 Xxxxxx Xxxxxx 50th Floor Houston, Texas 77002 TABERNA PREFERRED FUNDING IV, LTD. c/o Walkers SPV Limited Xxxxxx Xxxxx X.X. Xxx 000 XX Xxxxxx Xxxx Grand Cayman Cayman Islands British West Indies Ladies and Gentlemen: The undersigned hereby certifies that it is the beneficial owner of $ in principal amount of the [[Class A-1/Class A-2/Class A-3/ Class B/ Class C/Class D/Class E] Note issued by TABERNA PREFERRED FUNDING IV, LTD. [and TABERNA PREFERRED FUNDING IV, INC.]] and hereby requests the Trustee to provide to it at the following address the [Monthly Report specified in Section 10.9(a)] [Ramp-Up Completion Date Report in Section 10.9(b)] [Note Valuation Report specified in Section 10.9(c)] of the Indenture. Name: Address: