EXHIBIT 4.1 SALE AND SERVICING AGREEMENT

EXHIBIT 4.1

SALE AND SERVICING AGREEMENT

among

TOYOTA AUTO RECEIVABLES 1999-A OWNER TRUST
as Issuer,

TOYOTA MOTOR CREDIT RECEIVABLES CORPORATION,

as Seller,

and

TOYOTA MOTOR CREDIT CORPORATION,
as Servicer

Dated as of July 1, 1999

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

SECTION 1.01 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . .1

ARTICLE II

CONVEYANCE OF RECEIVABLES

SECTION 2.01 Conveyance of Receivables. . . . . . . . . . . . . . . . . . 21
SECTION 2.02 Custody of Receivables Files . . . . . . . . . . . . . . . . 23
SECTION 2.03 Acceptance by Owner Trustee. . . . . . . . . . . . . . . . . 23

ARTICLE III

THE RECEIVABLES

SECTION 3.01 Representations and Warranties of the Seller with Respect
to the Receivables. . . . . . . . . . . . . . . . . . . . . 23
SECTION 3.02 Repurchase upon Breach . . . . . . . . . . . . . . . . . . . 27
SECTION 3.03 Duties of Servicer as Custodian. . . . . . . . . . . . . . . 27
SECTION 3.04 Instructions; Authority To Act . . . . . . . . . . . . . . . 28
SECTION 3.05 Custodian's Indemnification. . . . . . . . . . . . . . . . . 28
SECTION 3.06 Effective Period and Termination . . . . . . . . . . . . . . 28

ARTICLE IV

ADMINISTRATION AND SERVICING OF RECEIVABLES

SECTION 4.01 Duties of Servicer . . . . . . . . . . . . . . . . . . . . . 29

SECTION 4.02 Collection and Allocation of Receivable Payments . . . . . . 30
SECTION 4.03 Rebates on Full Prepayments. . . . . . . . . . . . . . . . . 30
SECTION 4.04 Realization upon Receivables . . . . . . . . . . . . . . . . 31
SECTION 4.05 Physical Damage Insurance. . . . . . . . . . . . . . . . . . 31
SECTION 4.06 Maintenance of Security Interests in Financed Vehicles . . . 31
SECTION 4.07 Covenants of Servicer. . . . . . . . . . . . . . . . . . . . 31
SECTION 4.08 Purchase of Receivables upon Breach. . . . . . . . . . . . . 32
SECTION 4.09 Servicing Fee and Expenses . . . . . . . . . . . . . . . . . 32
SECTION 4.10 Servicer's Certificate . . . . . . . . . . . . . . . . . . . 33
SECTION 4.11 Annual Statement as to Compliance; Notice of Default . . . . 33
SECTION 4.12 Annual Accountants' Report . . . . . . . . . . . . . . . . . 33
SECTION 4.13 Access to Certain Documentation and Information
Regarding Receivables. . . . . . . . . . . . . . . . . . . . 34
SECTION 4.14 Appointment of Subservicer . . . . . . . . . . . . . . . . . 34

SECTION 4.15 Amendments to Schedule of Receivables. . . . . . . . . . . . 34
SECTION 4.16 Reports to Securityholders and Rating Agencies . . . . . . . 34

ARTICLE V

ACCOUNTS; PAYMENTS AND DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS

SECTION 5.01 Establishment of Collection Account and Payahead Account . . 35
SECTION 5.02 Collections. . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 5.03 Application of Collections . . . . . . . . . . . . . . . . . 37
SECTION 5.04 Advances . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.05 Additional Deposits. . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.06 Payments and Distributions . . . . . . . . . . . . . . . . . 40
SECTION 5.07 Reserve Account. . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 5.08 Statements to Certificateholders and Noteholders . . . . . . 46
SECTION 5.09 Net Deposits . . . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE VI

THE SELLER

SECTION 6.01 Representations of Seller. . . . . . . . . . . . . . . . . . 47
SECTION 6.02 Corporate Existence. . . . . . . . . . . . . . . . . . . . . 48
SECTION 6.03 Liability of Seller; Indemnities . . . . . . . . . . . . . . 49
SECTION 6.04 Merger or Consolidation of, or Assumption of the
Obligations of Seller. . . . . . . . . . . . . . . . . . . . 49
SECTION 6.05 Limitation on Liability of Seller and Others . . . . . . . . 50
SECTION 6.06 Seller May Own Certificates or Notes . . . . . . . . . . . . 50

ARTICLE VII

THE SERVICER

SECTION 7.01 Representations of Servicer. . . . . . . . . . . . . . . . . 50
SECTION 7.02 Indemnities of Servicer. . . . . . . . . . . . . . . . . . . 52
SECTION 7.03 Merger or Consolidation of, or Assumption of the
Obligations of Servicer. . . . . . . . . . . . . . . . . . . 53
SECTION 7.04 Limitation on Liability of Servicer and Others . . . . . . . 54
SECTION 7.05 TMCC Not To Resign as Servicer . . . . . . . . . . . . . . . 54

ARTICLE VIII

DEFAULT

SECTION 8.01 Servicer Default . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 8.02 Appointment of Successor . . . . . . . . . . . . . . . . . . 56
SECTION 8.03 Repayment of Advances. . . . . . . . . . . . . . . . . . . . 57

SECTION 8.04 Notification . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE IX

TERMINATION

SECTION 9.01 Optional Purchase of All Receivables . . . . . . . . . . . . 57

ARTICLE X

MISCELLANEOUS

SECTION 10.01 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 10.02 Protection of Title to Trust . . . . . . . . . . . . . . . . 60
SECTION 10.03 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 10.04 Assignment by the Seller or the Servicer . . . . . . . . . . 62
SECTION 10.05 Limitations on Rights of Others. . . . . . . . . . . . . . . 62
SECTION 10.06 Severability . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 10.07 Separate Counterparts. . . . . . . . . . . . . . . . . . . . 62
SECTION 10.08 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 10.09 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 10.10 Assignment by Issuer . . . . . . . . . . . . . . . . . . . . 62
SECTION 10.11 Nonpetition Covenants. . . . . . . . . . . . . . . . . . . . 62
SECTION 10.12 Limitation of Liability of Owner Trustee and
Indenture Trustee. . . . . . . . . . . . . . . . . . . . . . 63

SCHEDULE A Schedule of Receivables
EXHIBIT A Form of Servicer's Certificate

iii

SALE AND SERVICING AGREEMENT dated as of July 1, 1999, among TOYOTA AUTO
RECEIVABLES 1999-A OWNER TRUST, a Delaware business trust (the "Issuer"), TOYOTA
MOTOR CREDIT RECEIVABLES CORPORATION, a California corporation ("TMCRC" or the
"Seller"), and TOYOTA MOTOR CREDIT CORPORATION, a California corporation ("TMCC"
or the "Servicer").

WHEREAS the Issuer desires to purchase a portfolio of receivables arising
in connection with retail installment sales contracts secured by new or used
automobiles and light duty trucks generated by Toyota Motor Credit Corporation
in the ordinary course of business and sold to the Seller;

WHEREAS the Seller is willing to sell such receivables to the Issuer; and

WHEREAS the Servicer is willing to service such receivables;

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

ARTICLE I

DEFINITIONS

SECTION 1.01 DEFINITIONS. Except as otherwise provided in this
Agreement, whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the following meanings:

"ACTUAL PAYMENT" means, with respect to a Receivable and a
Collection Period, all payments received by the Servicer from or for the account
of the related Obligor on such Receivable during such Collection Period (and, in
the case of the first Collection Period, all payments received by the Servicer
from or for the account of such Obligor since the Cutoff Date through the last
day of such Collection Period), net of any Supplemental Servicing Fees
attributable to such Receivable. Actual Payments do not include Applied
Payments Ahead.

"ACTUARIAL RECEIVABLE" means any Receivable which provides for the
allocation of payments according to the "actuarial" method.

"ADMINISTRATIVE PURCHASE PAYMENT" means, with respect to a Payment
Date and to (1) an Administrative Receivable which is a Precomputed Receivable
purchased by the Servicer as of the close of business on the last day of the
related Collection Period, (a) the sum of (i) all Scheduled Payments on such
Receivable due after the last day of such Collection Period, (ii) an amount
equal to any reimbursement of Outstanding Advances made pursuant to Section
5.04(c) with respect to such Receivable and (iii) all past due Scheduled
Payments for which an Advance has not been made, minus (b) all Payments Ahead
with respect to such Receivable then on deposit in the Payahead Account and (2)
an Administrative Receivable which is a Simple Interest Receivable purchased by
the Servicer during the related Collection Period, the sum of (a) the unpaid
Principal Balance owed by the Obligor in respect of such Receivable plus (b)
interest on

such unpaid Principal Balance at a rate equal to the related APR to the last
day of the related Collection Period.

"ADMINISTRATION AGREEMENT" means the Administration Agreement
dated as of July 1, 1999, among the Administrator, the Issuer and the Indenture
Trustee.

"ADMINISTRATIVE RECEIVABLE" means a Receivable which the Servicer
is required to purchase pursuant to Section 3.02 or 4.08 or which the Servicer
has elected to purchase pursuant to Section 9.01.

"ADMINISTRATOR" means TMCC, or any successor Administrator under
the Administration Agreement.

"ADVANCE" means a Precomputed Advance or Simple Interest Advance.

"AFFILIATE" means, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control," when used with respect
to any specified Person, means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the term "controlling" and
"controlled" have meanings correlative to the foregoing.

"AGGREGATE NET LOSSES" means, with respect to a Collection Period,
an amount equal to the aggregate Principal Balance of all Receivables that
became Defaulted Receivables during such Collection Period minus the sum of (x)
all Net Liquidation Proceeds collected during such Collection Period with
respect to Defaulted Receivables and (y) all amounts received during such
Collection Period in respect of the Receivables liquidated in prior Collection
Periods net of any Liquidation Expenses incurred during such Collection Period
in connection with the recovery of such amounts.

"AGREEMENT" means this Sale and Servicing Agreement among the
Toyota Auto Receivables 1999-A Owner Trust, as Issuer, TMCRC, as seller, and
TMCC, as servicer, as the same may be amended or supplemented from time to time.

"AMOUNT FINANCED" in respect of a Receivable means the aggregate
amount advanced under such Receivable toward the purchase price of the related
Financed Vehicle and any related costs, including but not limited to
accessories, insurance premiums, service and warranty contracts and other items
customarily financed as part of retail automobile and light duty truck
installment sale contracts.

"ANNUAL PERCENTAGE RATE" or "APR" of a Receivable means the annual
rate of finance charges specified in such Receivable.

"APPLIED PAYMENT AHEAD" means, with respect to a Precomputed
Receivable and a Collection Period as to which (a) the Actual Payment is less
than the Scheduled Payment and (b) a Deferred Prepayment is on deposit in the
Payahead Account, an amount equal to the lesser of (i) such Deferred Prepayment
and (ii) the amount by which the Scheduled Payment exceeds the Actual Payment.

"AVAILABLE COLLECTIONS" means, with respect to any Payment Date,
the total of the following amounts received by the Servicer on or in respect of
the Receivables during (or for application with respect to) the related
Collection Period (in the case of the Precomputed Receivables, computed in
accordance with the actuarial method and in the case of the Simple Interest
Receivables, computed in accordance with the simple interest method):

(a) the sum of all (i) collections on or in respect of all
Receivables other than Defaulted Receivables (including Applied Payments Ahead,
but otherwise excluding Payments Ahead), (ii) Net Liquidation Proceeds, (iii)
Advances made by the Servicer, (iv) all Warranty Purchase Payments and (v) all
Administrative Purchase Payments, less

(b) the sum of all (i) amounts received on or in respect of a
particular Receivable (other than a Defaulted Receivable) to the extent of the
aggregate Outstanding Advances in respect of such Receivable, (ii) Net
Liquidation Proceeds with respect to a particular Receivable to the extent of
the aggregate Outstanding Advances in respect of such Receivable, (iii)
recoveries from collections on other Receivables to the extent of Advances made
by the Servicer on a particular Receivable that the Servicer has determined are
Nonrecoverable Advances, (iv) late fees, extension fees and other administrative
fees and expenses or similar charges (which are payable to the Servicer as
Supplemental Servicing Fees) collected by the Servicer and (v) Rebates.

"BASIC DOCUMENTS" means the Receivables Purchase Agreement, the
Trust Agreement, the Certificate of Trust, this Sale and Servicing Agreement,
the Indenture, the Administration Agreement, the Securities Account Control
Agreement, the Note Depository Agreement and the other documents and
certificates delivered in connection herewith and therewith.

"BASIC SERVICING FEE" means the fee payable to the Servicer on
each Payment Date, calculated pursuant to Section 4.09, for services rendered
during the related Collection Period, which shall be equal to one-twelfth of the
Servicing Fee Rate multiplied by the Pool Balance as of the first day of the
related Collection Period or, with respect to the first Payment Date, the
Original Pool Balance.

"BOOK-ENTRY NOTES" means beneficial interests in Notes, ownership
and transfer of which shall be made through book entries by a Clearing Agency as
described in the Trust Agreement and the Indenture, respectively.

"BUSINESS DAY" means any day other than a Saturday, a Sunday or a
day on which banking institutions in New York, New York, San Francisco,
California, or Chicago Illinois are authorized or obligated by law, executive
order or governmental decree to be closed.

"CERTIFICATE BALANCE" means the Initial Certificate Balance less
any amounts distributed to the holder of the Certificates pursuant to Section
5.06(c)(ii)(F), 5.06(d)(ix) and/or 5.06(e)(ii)(E) hereof (but in no event less
than zero).

"CERTIFICATES" has the meaning assigned in the Trust Agreement.

"CERTIFICATEHOLDERS" has the meaning assigned to such term in the
Trust Agreement.

"CERTIFICATE REGISTER" means the register maintained by the Owner
Trustee pursuant to the Trust Agreement recording the name of each registered
holder of a Certificate.

"CHARGE-OFF RATE" means, with respect to a Collection Period, the
percentage equivalent of a fraction, the numerator of which is the Aggregate Net
Losses for such Collection Period, and the denominator of which is the average
of (i) the aggregate Principal Balance on the last day of the Collection Period
immediately preceding such Collection Period and (ii) the aggregate Principal
Balance on the last day of such Collection Period; such quotient is then
multiplied by twelve to arrive at an annualized percentage.

"CLASS" means any one of the classes of Notes.

"CLASS A-1 FINAL SCHEDULED PAYMENT DATE" means the Payment Date in
July 2000.

"CLASS A-1 INITIAL PRINCIPAL BALANCE" $303,000,000.00.

"CLASS A-1 INTEREST CARRYOVER SHORTFALL" means, with respect to
any Payment Date, the excess, if any, of (x) the Class A-1 Interest
Distributable Amount for such Payment Date and any outstanding Class A-1
Interest Carryover Shortfall from the immediately preceding Payment Date
(together with interest on such outstanding Class A-1 Interest Carryover
Shortfall at the Class A-1 Rate, to the extent lawful, calculated on the same
basis as interest on the Class A-1 Notes for the same period), over (y) the
amount of interest distributed to the Class A-1 Noteholders on such Payment
Date.

"CLASS A-1 INTEREST DISTRIBUTABLE AMOUNT" means the amount of
interest accrued during the related Interest Period (calculated on the basis of
the actual number of days in such Interest Period and a year assumed to consist
of 360 days) on the Class A-1 Principal Balance as of the immediately preceding
Payment Date (after giving effect to payments of principal made on such
immediately preceding Payment Date) at the Class A-1 Rate or, in the case of the
first Payment Date, on the Class A-1 Initial Principal Balance.

"CLASS A-1 NOTE" means any of the 5.365% Asset Backed Notes, Class
A-1, issued under the Indenture.

"CLASS A-1 NOTEHOLDER" means any of the Person in whose name a
Class A-1 Note is registered in the Note Register.

"CLASS A-1 PRINCIPAL BALANCE" as of any date means the Class A-1
Initial Principal Balance less all amounts paid to the holders of Class A-1
Notes in respect of principal pursuant to Section 5.06 hereof.

"CLASS A-1 RATE" means 5.365% per annum.

"CLASS A-2 FINAL SCHEDULED PAYMENT DATE" means the Payment Date in
December 2001.

"CLASS A-2 INITIAL PRINCIPAL BALANCE" $284,000,000.00.

"CLASS A-2 INTEREST CARRYOVER SHORTFALL" means, with respect to
any Payment Date, the excess, if any, of (x) the Class A-2 Interest
Distributable Amount for such Payment Date and any outstanding Class A-2
Interest Carryover Shortfall from the immediately preceding Payment Date
(together with interest on such outstanding Class A-2 Interest Carryover
Shortfall at the Class A-2 Rate, to the extent lawful, calculated on the same
basis as interest on the Class A-2 Notes for the same period), over (y) the
amount of interest distributed to the Class A-2 Noteholders on such Payment
Date.

"CLASS A-2 INTEREST DISTRIBUTABLE AMOUNT" means the amount of
interest accrued during the related Interest Period (calculated on the basis of
such Interest Period being assumed to consist of 30 days and a year assumed to
consist of 360 days) on the Class A-2 Principal Balance as of the immediately
preceding Payment Date (after giving effect to payments of principal made on
such immediately preceding Payment Date) at the Class A-2 Rate or, in the case
of the first Payment Date, on the Class A-2 Initial Principal Balance.

"CLASS A-2 NOTE" means any of the 5.800% Asset Backed Notes, Class
A-2, issued under the Indenture.

"CLASS A-2 NOTEHOLDER" means the Person in whose name a Class A-2
Note is registered in the Note Register.

"CLASS A-2 PRINCIPAL BALANCE" as of any date means the Class A-2
Initial Principal Balance less all amounts paid to the holders of Class A-2
Notes in respect of principal pursuant to Section 5.06 hereof.

"CLASS A-2 RATE" means 5.800% per annum.

"CLASS A-3 FINAL SCHEDULED PAYMENT DATE" means the Payment Date in
August 2004.

"CLASS A-3 INITIAL PRINCIPAL BALANCE" $334,093,000.00.

"CLASS A-3 INTEREST CARRYOVER SHORTFALL" means, with respect to
any Payment Date, the excess, if any, of (x) the Class A-3 Interest
Distributable Amount for such Payment Date and any outstanding Class A-3
Interest Carryover Shortfall from the immediately preceding Payment
Date(together with interest on such outstanding Class A-3 Interest Carryover
Shortfall at the Class A-3 Rate, to the extent lawful, calculated on the same
basis as interest on the Class A-3 Notes for the same period), over (y) the
amount of interest distributed to the Class A-3 Noteholders on such Payment
Date.

"CLASS A-3 INTEREST DISTRIBUTABLE AMOUNT" means the amount of
interest accrued during the related Interest Period (calculated on the basis of
such Interest Period being assumed to consist of 30 days and a year assumed to
consist of 360 days) on the Class A-3 Principal

Balance as of the immediately preceding Payment Date (after giving effect to
payments of principal made on such immediately preceding Payment Date) at the
Class A-3 Rate or, in the case of the first Payment Date, on the Class A-3
Initial Principal Balance.

"CLASS A-3 NOTEHOLDER" means the Person in whose name a Class A-3
Note is registered in the Note Register.

"CLASS A-3 NOTE" means any of the 6.150% Asset Backed Notes, Class
A-3, issued under the Indenture.

"CLASS A-3 PRINCIPAL BALANCE" as of any date means the Class A-3
Initial Principal Balance less all amounts paid to the holders of Class A-3
Notes in respect of principal pursuant to Section 5.06 hereof.

"CLASS A-3 RATE" means 6.150% per annum.

"CLASS B FINAL SCHEDULED PAYMENT DATE" means the Payment Date in
August 2004.

"CLASS B INITIAL PRINCIPAL BALANCE" $26,454,000.00.

"CLASS B INTEREST CARRYOVER SHORTFALL" means, with respect to any
Payment Date, the excess, if any, of (x) the Class B Interest Distributable
Amount for such Payment Date and any outstanding Class B Interest Carryover
Shortfall from the immediately preceding Payment Date (together with interest on
such outstanding Class B Interest Carryover Shortfall at the Class B Rate, to
the extent lawful, calculated on the same basis as interest on the Class B Notes
for the same period), over (y) the amount of interest distributed to the Class B
Noteholders on such Payment Date.

"CLASS B INTEREST DISTRIBUTABLE AMOUNT" means the amount of
interest accrued during the related Interest Period (calculated on the basis of
such Interest Period being assumed to consist of 30 days and a year assumed to
consist of 360 days) on the Class B Principal Balance as of the immediately
preceding Payment Date (after giving effect to payments of principal made on
such immediately preceding Payment Date) at the Class B Rate or, in the case of
the first Payment Date, on the Class B Initial Principal Balance.

"CLASS B NOTE" means any of the 6.300% Asset Backed Notes, Class
B, issued under the Indenture.

"CLASS B NOTEHOLDER" means the Person in whose name a Class B Note
is registered in the Note Register.

"CLASS B PRINCIPAL BALANCE" as of any date means the Class B
Initial Principal Balance less all amounts paid to the holders of Class B Notes
in respect of principal pursuant to Section 5.06 hereof.

"CLASS B RATE" means 6.300% per annum.

"CLASS C FINAL SCHEDULED PAYMENT DATE" means the Payment Date in
August 2004.

"CLASS C INITIAL PRINCIPAL BALANCE" $14,429,000.00.

"CLASS C INTEREST CARRYOVER SHORTFALL" means, with respect to any
Payment Date, the excess, if any, of (x) the Class C Interest Distributable
Amount for such Payment Date and any outstanding Class C Interest Carryover
Shortfall from the immediately preceding Payment Date (together with interest on
such outstanding Class C Interest Carryover Shortfall at the Class C Rate, to
the extent lawful, calculated on the same basis as interest on the Class C Notes
for the same period), over (y) the amount of interest distributed to the Class C
Noteholders on such Payment Date.

"CLASS C INTEREST DISTRIBUTABLE AMOUNT" means the amount of
interest accrued during the related Interest Period (calculated on the basis of
such Interest Period being assumed to consist of 30 days and a year assumed to
consist of 360 days) on the Class C Principal Balance as of the immediately
preceding Payment Date (after giving effect to payments of principal made on
such immediately preceding Payment Date) at the Class C Rate or, in the case of
the first Payment Date, on the Class C Initial Principal Balance.

"CLASS C NOTEHOLDER" means the Person in whose name a Class C Note
is registered in the Note Register.

"CLASS C NOTE" means any of the 6.700% Asset Backed Notes,
ClassC, issued under the Indenture.

"CLASS C PRINCIPAL BALANCE" as of any date means the Class C
Initial Principal Balance less all amounts paid to the holders of Class C Notes
in respect of principal pursuant to Section 5.06 hereof.

"CLASS C RATE" means 6.700% per annum.

"CLEARING AGENCY" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

"CLEARING AGENCY PARTICIPANT" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

"CLOSING DATE" means July 22, 1999.

"CODE" means the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations promulgated thereunder.

"COLLECTION ACCOUNT" means the account or accounts designated as
such and established and maintained pursuant to Section 5.01.

"COLLECTION PERIOD" means, with respect to any Payment Date, the
calendar month immediately preceding the month in which such Payment Date occurs
(or, in the case of the first Payment Date, the period of time since the Cutoff
Date through the end of the calendar month immediately preceding the month in
which such first Payment Date occurs).

"COMMISSION" means the Securities and Exchange Commission, and any
successor thereto.

"CURRENT RECEIVABLE" means each Receivable that is not a Defaulted
Receivable or a Liquidated Receivable.

"CUTOFF DATE" means July 1, 1999.

"DEALER" means the dealer of automobile and/or light duty trucks
who sold a Financed Vehicle and who originated and assigned the Receivable
relating to such Financed Vehicle to TMCC under an existing agreement between
such dealer and TMCC.

"DEALER RECOURSE" means, with respect to a Receivable, all
recourse rights against the Dealer which originated the Receivable, and any
successor Dealer.

"DEFAULTED RECEIVABLE" means a Receivable (other than an
Administrative Receivable or a Warranty Receivable) as to which (i) all or any
part of a Scheduled Payment is 150 or more days past due and the Servicer has
not repossessed the related Financed Vehicle, or (ii) the Servicer has, in
accordance with its customary servicing procedures, determined that eventual
payment in full is unlikely and either repossessed and liquidated the related
Financed Vehicle or repossessed and held the related Financed Vehicle in its
repossession inventory for 90 days, whichever occurs first.

"DEFINITIVE CERTIFICATES" and "DEFINITIVE NOTES" shall have the
meanings ascribed thereto in the Trust Agreement and the Indenture,
respectively.

"DEFERRED PREPAYMENT" means, with respect to a Precomputed
Receivable and a Collection Period, the aggregate amount, if any, of Payments
Ahead remitted to the Servicer in respect of such Receivable during one or more
prior Collection Periods and currently held by the Servicer or in the Payahead
Account.

"DELINQUENCY PERCENTAGE" means, with respect to a Collection
Period, the percentage equivalent of a fraction, the numerator of which is the
number of (i) all outstanding Receivables 61 days or more delinquent (after
taking into account permitted extensions) as of the last day of such Collection
Period (excluding Receivables as to which the Financed Vehicle has been
liquidated during that Collection Period), determined in accordance with the
Servicer's normal practices, plus (ii) all repossessed Financed Vehicles that
have not been liquidated (to the extent the related Receivable is not otherwise
reflected in clause (i) above), and the denominator of which is the aggregate
number of Current Receivables on the last day of such Collection Period.

"DEPOSITOR" means the Seller in its capacity as Depositor under
the Trust Agreement.

"DETERMINATION DATE" means, with respect to any Payment Date, the
second Business Day preceding such Payment Date.

"DTC" means The Depository Trust Company, and its successors.

"ELIGIBLE DEPOSIT ACCOUNT" means either (a) a segregated account
with an Eligible Institution or (b) a segregated trust account with the
corporate trust department of a depository institution organized under the laws
of the United States of America or any one of the states thereof or the District
of Columbia (or any domestic branch of a foreign bank), having corporate trust
powers and acting as trustee for funds deposited in such account, so long as any
of the securities of such depository institution shall have a credit rating from
each Rating Agency in one of its generic rating categories that signifies
investment grade.

"ELIGIBLE INSTITUTION" means (a) the corporate trust department of
the Indenture Trustee or the Owner Trustee or (b) a depository institution
organized under the laws of the United States of America or any one of the
states thereof or the District of Columbia (or any domestic branch of a foreign
bank), which (i) has either (A) a long-term unsecured debt rating of "AA-" or
better by Standard & Poor's and "Aa3" or better by Moody's or (B) an account or
accounts in which funds will be held therein for 30 days or less which are
maintained with a depository institution or trust company, the short-term
unsecured debt obligations of which are rated "A-1" or better by Standard &
Poor's or if not rated by Standard & Poor's then otherwise approved by Standard
& Poor's and rated "P-1" or better by Moody's, or if not rated by Moody's then
otherwise approved by Moody's, and (ii) whose deposits are insured by the FDIC.
If so qualified, the Indenture Trustee or the Owner Trustee may be considered an
Eligible Institution for the purposes of clause (b) of this definition.

"ELIGIBLE INVESTMENTS" means, at any time, any one or more of the
following obligations and securities:

obligations of, and obligations fully guaranteed as to timely
payment of principal and interest by, the United States or any agency thereof,
provided such obligations are backed by the full faith and credit of the United
States;

(i) general obligations of or obligations guaranteed by FNMA, or
(ii) any state of the United States, the District of Columbia or the
Commonwealth of Puerto Rico then rated the highest available credit rating of
each Rating Agency for such obligations;

certificates of deposit issued by any depository institution or
trust company (including the Indenture Trustee) incorporated under the laws of
the United States or of any state thereof, the District of Columbia or the
Commonwealth of Puerto Rico and subject to supervision and examination by
banking authorities of one or more of such jurisdictions, provided that the
short-term unsecured debt obligations of such depository institution or trust
company are then rated the highest available rating of each Rating Agency for
such obligations;

certificates of deposit, demand or time deposits of, bankers'
acceptances issued by, or federal funds sold by, any depository institution or
trust company (including the Indenture Trustee) incorporated under the laws of
the United States or any State and subject to supervision and examination by
federal and/or State banking authorities and the deposits of which are fully

insured by the Federal Deposit Insurance Corporation, so long as at the time of
such investment or contractual commitment providing for such investment either
such depository institution or trust company is an Eligible Institution (or if
such investment will mature after more than one month, the long-term, unsecured
debt of the issuer has the highest available rating from each Rating Agency) or
as to which the Indenture Trustee shall have received a letter from each Rating
Agency to the effect that such investment would not result in the qualification,
downgrading or withdrawal of the ratings then assigned to any Notes issued by
the Issuer;

certificates of deposit issued by any bank, trust company, savings
bank or other savings institution that is an Eligible Institution and is fully
insured by the FDIC (or if such investment will mature after more than one
month, the long-term, unsecured debt of the issuer has the highest available
rating from each Rating Agency);

repurchase obligations held by the Indenture Trustee that are
acceptable to the Indenture Trustee with respect to any security described in
clauses (a), (b) or (g) hereof or any other security issued or guaranteed by any
other agency or instrumentality of the United States, in either case entered
into with a federal agency or a depository institution or trust company (acting
as principal) described in clause (d) above (including the Indenture Trustee);
PROVIDED, HOWEVER, that repurchase obligations entered into with any particular
depository institution or trust company (including the Indenture Trustee) will
not be Eligible Investments to the extent that the aggregate principal amount of
such repurchase obligations with such depository institution or trust company
held by the Indenture Trustee on behalf of the Noteholders or the Seller, as the
case may be, shall exceed 10% of either the Pool Balance or of the principal
balance of all the face amount of all Eligible Investments so held thereby;

securities bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States or any State so
long as at the time of such investment or contractual commitment providing for
such investment (i) the long-term, unsecured debt of such corporation has the
highest available rating from each Rating Agency or (ii) the Indenture Trustee
shall have received a letter from each Rating Agency to the effect that such
investment would not result in the qualification, downgrading or withdrawal of
the ratings then assigned to any of the Notes;

money market funds so long as such funds are rated "Aaa" by
Moody's (so long as Xxxxx'x is a Rating Agency) and "AAAm" by Standard & Poor's
(so long as Standard & Poor's is a Rating Agency), including any such fund for
which the Indenture Trustee or an Affiliate thereof serves as an investment
advisor, administrator, shareholder servicing agent and/or custodian or
subcustodian, and notwithstanding that (i) such Person charges and collects fees
and expenses from such funds for services rendered, (ii) such Person charges and
collects fees and expenses for services rendered pursuant to the Trust
Agreement, the Indenture or the Securities Account Control Agreement and (iii)
services performed for such funds and pursuant to any such agreement may
converge at any time. Each of the Seller and the Servicer hereby specifically
authorizes the Indenture Trustee, Owner Trustee, Securities Intermediary or an
Affiliate thereof to charge and collect all fees and expenses from such funds
for services rendered to such funds, in addition to any fees and expenses such
Person may charge and collect for services rendered pursuant to any such
Agreement; and

such other investments acceptable to each Rating Agency (as
approved in writing by each Rating Agency) as will not result in the
qualification, downgrading or withdrawal of the ratings then assigned by such
Rating Agency to any of the Notes; provided that each of the foregoing
investments shall mature no later than the day preceding the Payment Date next
succeeding such investment, and shall be required to be held to such maturity.

None of the foregoing will be considered a Eligible Investment if:

it constitutes a certificated security, bankers' acceptance,
commercial paper, negotiable certificate of deposit or other obligation that
constitutes "financial assets" within the meaning of Section 8-102(a)(9)(c) of
the UCC unless a security entitlement with respect to such Eligible Investment
has been created, in favor of the Indenture Trustee or Owner Trustee, as
appropriate, in accordance with Section 8-501(b) of the UCC and the related
securities intermediary has agreed not to comply with entitlement orders of any
secured party other than the Indenture Trustee, Seller or Owner Trustee, as the
case may be; or

it constitutes a book-entry security held through the Federal
Reserve System pursuant to federal book-entry regulations, unless, in accordance
with applicable law, (A) a book-entry registration thereof is made to an
appropriate book-entry account maintained with a Federal Reserve Bank by the
Indenture Trustee, Securities Intermediary or Owner Trustee, as appropriate, or
by a custodian therefor, (B) a deposit advice or other written confirmation of
such book-entry registration is issued to such Person, (C) any such custodian
makes entries in its books and records identifying that such book-entry security
is held through the Federal Reserve System pursuant to federal book-entry
regulations and belongs to such trustee and indicating that such custodian holds
such Eligible Investment solely as agent for the Indenture Trustee, Securities
Intermediary or Owner Trustee, as appropriate, (D) the Indenture Trustee,
Securities Intermediary or Owner Trustee, as appropriate, makes entries in its
books and records establishing that it holds such security solely in such
capacity, and (E) any additional or alternative procedures as may hereafter
become necessary to effect complete transfer of ownership thereof to such
trustee are satisfied, consistent with changes in applicable law or regulations
or the interpretation thereof.

Notwithstanding anything to the contrary contained in this
definition, no Eligible Investment may be purchased at a premium and no Eligible
Investment shall be an "interest only" instrument.

For purposes of this definition, any reference to the highest
available credit rating of an obligation shall mean the highest available credit
rating for such obligation (excluding any "+" signs associated with such
rating), or such lower credit rating (as approved in writing by each Rating
Agency) as will not result in the qualification, downgrading or withdrawal of
the rating then assigned by such Rating Agency to any of the Notes. Also for
purposes of this definition, any reference to a Rating Agency refers only to a
Rating Agency that has, at the request of TMCC, rated the Notes.

"ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

"EVENT OF DEFAULT" shall have the meaning specified in the
Indenture.

"EXCESS PAYMENT" means, with respect to a Receivable and a
Collection Period, the amount, if any, by which the Actual Payment exceeds the
sum of (i) the Scheduled Payment, and (ii) any Overdue Payment.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

"FDIC" means the Federal Deposit Insurance Corporation, and its
successors.

"FIRST PRIORITY PRINCIPAL DISTRIBUTION AMOUNT" means, with
respect to any Payment Date, an amount equal to the excess, if any, of (a)
the Outstanding Amount of the Class A Notes as of the preceding Payment Date
(after giving effect to any principal payments made on such preceding Payment
Date) or Closing Date, as the case may be, over (b) the Pool Balance as of
the close of business on the last day of the related Collection Period;
provided, however, that the First Priority Principal Distribution Amount
shall not exceed the sum of the Outstanding Amount of all the Notes and the
Certificate Balance on such Payment Date (prior to giving effect to any
principal payments made on such Payment Date); and provided further, that (i)
the First Priority Principal Distribution Amount on the Class A-1 Final
Scheduled Payment Date will not be less than the amount that is necessary to
reduce the Outstanding Amount of the Class A-1 Notes to zero; (ii) the First
Priority Principal Distribution Amount on the Class A-2 Final Scheduled
Payment Date will not be less than the amount that is necessary to reduce the
Outstanding Amount of the Class A-2 Notes to zero; and (iii) the First
Priority Principal Distribution Amount on the Class A-3 Final Scheduled
Payment Date will not be less than the amount that is necessary to reduce the
Outstanding Amount of the Class A-3 Notes to zero.

"FNMA" means the Federal National Mortgage Association, and its
successors.

"FINANCED VEHICLE" means, with respect to a Receivable, the
related automobile or light duty truck, as the case may be, together with all
accessions thereto, securing the related Obligor's indebtedness under such
Receivable.

"HOLDER" or "SECURITYHOLDER" means the registered holder of any
Certificate or Note as evidenced by the Certificate Register or Note Register
except that, solely for the purposes of giving certain consents, waivers,
requests or demands pursuant to the Trust Agreement or the Indenture, the
interest evidenced by any Certificate or Note registered in the name of TMCRC or
TMCC, or any Person actually known to a Trust Officer of the Owner Trustee or
the Indenture Trustee to be controlling, controlled by or under common control
with TMCRC or TMCC, shall not be taken into account in determining whether the
requisite percentage necessary to effect any such consent, waiver, request or
demand shall have been obtained.

"INDENTURE" means the Indenture dated as of July 1, 1999, between
the Issuer and the Indenture Trustee.

"INDENTURE TRUSTEE" means the Person acting as Indenture Trustee
under the Indenture, its successors in interest and any successor trustee under
the Indenture.

"INDEPENDENT DIRECTOR" means a director of the Seller who is not
(i) a director, officer or employee of any affiliate of the Seller, (ii) a
natural person related to any director or officer of any affiliate of the
Seller, (iii) a holder (directly or indirectly) of more than 10% of any voting
securities of any affiliate of the Seller, or (iv) a natural person related to a
holder (directly or indirectly) of more than 10% of any voting securities of any
affiliate of the Seller.

"INITIAL CERTIFICATE BALANCE" $586.54.

"INSOLVENCY EVENT" means, with respect to a specified Person, (a)
the filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of such Person or any substantial part of its property in an
involuntary case under any applicable federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for any substantial part of its property, or ordering the
winding-up or liquidation of such Person's affairs, and such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days; or (b)
the commencement by such Person of a voluntary case under any applicable federal
or state bankruptcy, insolvency or other similar law now or hereafter in effect,
or the consent by such Person to the entry of an order for relief in an
involuntary case under any such law, or the consent by such Person to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for such Person or for any
substantial part of its property, or the making by such Person of any general
assignment for the benefit of creditors, or the failure by such Person generally
to pay its debts as such debts become due, or the taking of action by such
Person in furtherance of any of the foregoing.

"INSURANCE POLICY" means, with respect to a Receivable, an
insurance policy covering physical damage, credit life, credit disability,
theft, mechanical breakdown or similar event relating to the related Financed
Vehicle or Obligor.

"INTEREST PERIOD" with respect to any Payment Date and (i) the
Class A-1 Notes, means the period from, and including, the preceding Payment
Date (or, in the case of the initial Interest Period, from and including the
Closing Date) to, but excluding, such Payment Date; and (ii) in the case of each
other Class of Notes, means the period from, and including, the 15th day of the
preceding calendar month (or, in the case of the initial Interest Period, from
and including the Closing Date) to, but excluding, the 15th day of the month in
which such Payment Date occurs.

"INVESTMENT COMPANY ACT" means the Investment Company Act of 1940,
as amended.

"ISSUER" means Toyota Auto Receivables 1999-A Owner Trust.

"LIEN" means any security interest, lien, charge, pledge, equity
or encumbrance of any kind other than tax liens, mechanics' liens and any liens
that attach to a Receivable or any property, as the context may require, by
operation of law.

"LIQUIDATED RECEIVABLE" means a Receivable that (i) has been the
subject of a Prepayment in full, or (ii) has been paid in full or as to which
the Servicer has determined that the final amounts in respect of such payment
have been paid with respect to a Defaulted

Receivable, regardless of whether all or any part of such payment has been
made by the Obligor under such Receivable, the Seller pursuant to this
Agreement, the Servicer pursuant to this Agreement or pursuant to the
Receivables Purchase Agreement, an insurer pursuant to an Insurance Policy or
otherwise.

"LIQUIDATION EXPENSES" means, with respect to a Defaulted
Receivable, the amount charged by the Servicer, in accordance with its
customary servicing procedures, to or for its account for repossessing,
refurbishing and disposing of the related Financed Vehicle and other
out-of-pocket costs related to such liquidation.

"LIQUIDATION PROCEEDS" means, with respect to a Defaulted
Receivable, all amounts realized with respect to such Receivable from whatever
sources (including, without limitation, proceeds of any Insurance Policy), net
of amounts that are required by law or such Receivable to be refunded to the
related Obligor.

"MONTHLY REMITTANCE CONDITIONS" means, collectively, (i) TMCC is
the Servicer, (ii) either (a) TMCC's short-term unsecured debt is rated P-1 by
Moody's and A-1 by Standard & Poor's (so long as Moody's and Standard & Poor's
are Rating Agencies), or (b) certain arrangements are made that are acceptable
to the Rating Agencies and (iii) no Event of Default or Servicer Default shall
have occurred and be continuing (unless waived by the appropriate Noteholders).

"MOODY'S" means Xxxxx'x Investors Service, Inc., or its successor.

"NET LIQUIDATION PROCEEDS" means, with respect to a Defaulted
Receivable, Liquidation Proceeds less Liquidation Expenses.

"NONRECOVERABLE ADVANCE" means any Outstanding Advance as to which
the Servicer determines that any recovery from payments made on or with respect
to such Receivable is unlikely; provided that the Servicer cannot deem any
Outstanding Advance made at the option of the Servicer pursuant to Section 4.02
to be a Nonrecoverable Advance unless it delivers to the Indenture Trustee and
Owner Trustee an Independent Certificate to the effect that such Outstanding
Advance, when made, was reasonably likely to be reimbursed from collections in
respect of interest on the related Receivable representing interest accrued on
such Receivable at the related APR less the sum of the Class C Rate and the
Servicing Fee Rate.

"NOTE" means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note,
a Class B Note or a Class C Note.

"NOTE DEPOSITORY AGREEMENT" has the meaning assigned in the
Indenture.

"NOTEHOLDER" means any Holder of a Note.

"NOTE OWNER" has the meaning assigned in the Indenture.

"NOTE POOL FACTOR" means, with respect to each Class of Notes as
of the close of business on any Payment Date, a seven-digit decimal figure equal
to the outstanding principal balance of such Class of Notes (after giving effect
to any reductions thereof to be made on such

Payment Date) divided by the original outstanding principal balance of such
Class of Notes. The Note Pool Factor for each Class of Notes will be
1.0000000 as of the Closing Date; thereafter, the related Note Pool Factor
will decline to reflect reductions in the outstanding principal balance of
such Class of Notes.

"NOTE REGISTER" means the register maintained by the Indenture
Trustee pursuant to the Indenture recording the name of each registered holder
of a Note.

"OBLIGOR" on a Receivable means the purchaser or co-purchasers of
the related Financed Vehicle purchased in part or in whole by the execution and
delivery of such Receivable or any other Person who owes or may be liable for
payments under such Receivable.

"OFFICERS' CERTIFICATE" means a certificate signed by the
President, any Vice President, the Chief Financial Officer, the Chief Accounting
Officer, the Treasurer or any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Issuer, the Seller or the Servicer, as the case may
be.

"OPINION OF COUNSEL" means one or more written opinions of counsel
who may, except as otherwise provided herein, be an employee of or counsel to
the Issuer, the Seller or the Servicer, which counsel shall be acceptable to the
Indenture Trustee, the Owner Trustee or the Rating Agencies, as the case may be.

"OPTIONAL PURCHASE PRICE" means the Outstanding Amount plus all
accrued and unpaid interest on each Class of Notes (including, without
duplication, any Class A-1 Interest Carryover Shortfall, Class A-2 Interest
Carryover Shortfall, Class A-3 Interest Carryover Shortfall, Class B Interest
Carryover Shortfall or Class C interest Carryover Shortfall) through the Payment
Date on which the Owner Trust Estate is to be purchased by the Servicer, or
successor to the Servicer.

"OPTIONAL PURCHASE PERCENTAGE" means 10.00%.

"OUTSTANDING ADVANCES" means, with respect to a Receivable and the
last day of a Collection Period, the sum of all Advances made as of or prior to
such date, minus all payments or collections as of or prior to such date which
are specified in Section 5.04(b) as applied to reimburse all unpaid Advances
with respect to such Receivable.

"OUTSTANDING AMOUNT" means the aggregate principal amount of all
Notes, or, if indicated by the context, all Notes of any Class, outstanding at
the date of determination.

"OVERDUE PAYMENT" means, with respect to any Receivable (other
than an Administrative Receivable or a Warranty Receivable), payments made by or
on behalf of the Obligor which are not Supplemental Servicing Fees and therefor
shall be applied first to reimburse the Servicer for Outstanding Advances made
with respect to such Receivable pursuant to Section 5.03(a).

"OWNER TRUST ESTATE" means all right, title and interest of the
Trust in and to the property and rights assigned to the Trust pursuant to
Article II of this Agreement, all funds on deposit from time to time in the
accounts created pursuant to Section 5.01 of the Sale and

Servicing Agreement (excluding any net investment income with respect to
amounts held in such accounts) and all other property of the Trust from time
to time, including any rights of the Owner Trustee and the Trust pursuant to
this Agreement and the Administration Agreement, and as assignee of the
rights and Interests of the Depositor under the Receivables Purchase
Agreement.

"OWNER TRUSTEE" means the Person acting as Owner Trustee under the
Trust Agreement, its successors in interest and any successor owner trustee
under the Trust Agreement.

"PAYAHEAD" on a Receivable that is a Precomputed Receivable means
the amount, as of the close of business on the last day of a Collection Period,
computed in accordance with Section 5.03 with respect to such Receivable.

"PAYAHEAD ACCOUNT" means the account or accounts designated as
such and established and maintained pursuant to Section 5.01.

"PAYMENT AHEAD" means, with respect to a Precomputed Receivable
and a Collection Period, any Excess Payment not representing prepayment in full
of such Precomputed Receivable which the Servicer, in accordance with its
customary servicing practices, will apply towards the payment of Scheduled
Payments in one or more future Collection Periods.

"PAYMENT DATE" means, with respect to a Collection Period, the
fifteenth calendar day of the following calendar month, or if such day is not a
Business Day, the next succeeding Business Day, commencing August 16, 1999.

"PERSON" means any legal person, including any individual,
corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

"POOL BALANCE" means, as of any date, the aggregate Principal
Balance of the Receivables (exclusive of all Administrative Receivables for
which the Servicer has paid the Administrative Purchase Payment, Warranty
Receivables for which the Seller has paid the Warranty Purchase Payment and
Defaulted Receivables) as of the close of business on such date.

"POOL FACTOR" as of any Payment Date, means a seven-digit decimal
figure equal to the Pool Balance as of such Payment Date divided by the Original
Pool Balance.

"PRECOMPUTED ADVANCE" means an advance in respect of principal or
interest on a Precomputed Receivable in the amount determined as set forth in
Section 5.04(a).

"PRECOMPUTED RECEIVABLE" means any Actuarial Receivable or Rule of
78s Receivable.

"PREPAYMENT" means (i) with respect to any Precomputed Receivable
and any Collection Period, any prepayment in full or Excess Payment which the
Servicer, in accordance with its customary servicing practices, will apply
towards the payment of Scheduled Payments due during or prior to such Collection
Period or (ii) with respect to any Simple Interest

Receivable, any prepayment, whether in part or in full, in respect of such
Simple Interest Receivable.

"PRINCIPAL BALANCE" means, with respect to any Receivable as of
any date, the Amount Financed minus the sum of the following amounts: (i) in the
case of a Precomputed Receivable, that portion of all Scheduled Payments due on
or prior to such date allocable to principal, computed in accordance with the
actuarial method, (ii) in the case of a Simple Interest Receivable, that portion
of all Scheduled Payments actually received on or prior to such date allocable
to principal, (iii) any Warranty Purchase Payment or Administrative Purchase
Payment with respect to such Receivable allocable to principal, and (iv) any
Prepayments or other payments applied to reduce the unpaid principal balance of
such Receivable. The Principal Balance of a Defaulted Receivable is zero.

"PRINCIPAL DISTRIBUTION ACCOUNT" means the administrative
subaccount established within the Collection Account by the Indenture Trustee
pursuant to the Indenture and the Trust Agreement.

"RATING AGENCY" means each of Moody's and Standard & Poor's.

"REBATE" means, with respect to a Precomputed Receivable and any
date, the rebate, calculated on an actuarial basis, under such Precomputed
Receivable that is or would be payable to the related Obligor for unearned
finance charges or any other charges subject to rebate if such Obligor were to
prepay such Receivable in full on such date.

"RECEIVABLE" means any retail installment sale contract executed
by an Obligor in respect of a Financed Vehicle, and all proceeds thereof and
payments thereunder, which Receivable shall be identified in the Schedule of
Receivables.

"RECEIVABLE FILE" means the documents specified in Section 2.02
pertaining to a particular Receivable.

"RECEIVABLES PURCHASE AGREEMENT" means that certain Receivables
Purchase Agreement, dated as of July 1, 1999, between the Seller and TMCC.

"RECORD DATE" means, with respect to the Notes of any Class or the
Certificates and each Payment Date, the calendar day immediately preceding such
Payment Date or, if Definitive Notes representing any Class of Notes or
Definitive Certificates representing the Certificates have been issued, the last
day of the month immediately preceding the month in which such Payment Date
occurs. Any amount stated "as of a Record Date" or "on a Record Date" shall
give effect to (i) all applications of collections, and (ii) all payments and
distributions to any party under this Agreement, the Indenture and the Trust
Agreement or to the related Obligor, as the case may be, in each case as
determined as of the opening of business on the related Record Date.

"RECOVERIES" means, with respect to any Receivable that becomes a
Liquidated Receivable, monies collected in respect thereof, from whatever
source, during any Collection Period following the Collection Period in which
such Receivable became a Liquidated

Receivable, net of the sum of any amounts expended by the Servicer for the
account of the Obligor and any amounts required by law to be remitted to the
Obligor.

"Regular Principal Distribution Amount" means, with respect to any
Payment Date, an amount not less than zero equal to (i) the excess, if any, of
(a) the sum of the Outstanding Amount of all of the Notes and the Certificate
Balance as of the preceding Payment Date (after giving effect to any principal
payments made on such preceding Payment Date) or Closing Date, as the case may
be, over (b) the Pool Balance as of the close of business on the last day of the
related Collection Period minus (ii) the sum of the First Priority Principal
Distribution Amount, if any, and the Second Priority Principal Distribution
Amount, if any, each with respect to such Payment Date; provided, however, that
the Regular Principal Distribution Amount shall not exceed the sum of the
Outstanding Amount of all the Notes and the Certificate Balance on such Payment
Date (after giving effect to any principal payments made on such Payment Date in
respect of the First Priority Principal Distribution Amount, if any, and the
Second Priority Principal Distribution Amount, if any); and provided further,
that the Regular Principal Distribution Amount on the Class C Final Scheduled
Payment Date will not be less than the amount that is necessary to cause the
aggregate amount paid to Class C Noteholders in respect of principal from the
Closing Date to equal the Class C Initial Principal Balance.

"RELEASED ADMINISTRATIVE AMOUNT" means, with respect to a Payment
Date and to an Administrative Receivable, the Deferred Prepayment, if any, for
such Administrative Receivable.

"RELEASED WARRANTY AMOUNT" means, with respect to a Payment Date
and to a Warranty Receivable, the Deferred Prepayment, if any, for such Warranty
Receivable.

"RELEVANT TRUSTEE" means (i) with respect to the control over or
appropriate designation denoting ownership or control over any property
comprising a portion of the Owner Trust Estate (as defined in the Trust
Agreement) that either is not conveyed or pledged to the Indenture Trustee for
the benefit of the Noteholders and Certificateholders pursuant to the Granting
Clause of the Indenture or that has been released from the lien of the
Indenture, the Owner Trustee, and (ii) with respect to any property comprising a
portion of the Trust Estate (as defined in the Indenture) that has not been
released from the lien of the Indenture, the Indenture Trustee; PROVIDED,
HOWEVER, that with respect to any property that is under the joint or separate
control of a co-trustee or separate trustee under the Trust Agreement or the
Indenture, respectively, "Relevant Trustee" shall refer to either or both of
the Owner Trustee and such co-trustee or separate trustee or to either or both
of the Indenture Trustee and such co-trustee or separate trustee, as the case
may be.

"RESERVE ACCOUNT" means the account designated as such,
established and maintained pursuant to Section 5.07.

"RESERVE ACCOUNT INITIAL DEPOSIT" means $7,214,824.

"RULE OF 78S RECEIVABLE" means any Receivable which provides for
the allocation of payments according to the "sum of periodic balances" or "sum
of monthly payments" method.

"SCHEDULE OF RECEIVABLES" means the schedule of receivables
attached as Schedule A to this Agreement, as it may be amended from time to
time.

"SCHEDULED PAYMENT" means, with respect to any Payment Date and to
a Receivable, the payment set forth in such Receivable as due from the Obligor
in the related Collection Period; provided, however, that in the case of the
first Collection Period, the Scheduled Payment shall include all such payments
due from the Obligor on or after the Cutoff Date.

"Second Priority Principal Distribution Amount" means, with
respect to any Payment Date, an amount not less than zero equal to (i) the
excess, if any, of (a) the Outstanding Amount of the Class A and Class B Notes
as of the preceding Payment Date (after giving effect to any principal payments
made on such preceding Payment Date) or Closing Date, as the case may be, over
(b) the Pool Balance as of the close of business on the last day of the related
Collection Period minus (ii) the First Priority Principal Distribution Amount,
if any, with respect to such Payment Date; provided, however, that the Second
Priority Principal Distribution Amount shall not exceed the sum of the
Outstanding Amount of all of the Notes and the Certificate Balance on such
Payment Date (after giving effect to any principal payments made on such Payment
Date in respect of the First Priority Principal Distribution Amount, if any);
and provided further, that the Second Priority Principal Distribution Amount on
the Class B Final Scheduled Payment Date will not be less than the amount that
is necessary to cause the aggregate amount paid to Class B Noteholders in
respect of principal from the Closing Date to equal the Class B Initial
Principal Balance.

"SECURITIES ACCOUNT CONTROL AGREEMENT" means the Securities
Account Control Agreement dated July 1, 1999, among the Seller, U.S. Bank
National Association, as Securities Intermediary thereunder, and U.S. Bank
National Association, as Indenture Trustee, pursuant to which the Reserve Fund
will be established and maintained.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SECURITYHOLDER" see the definition of "Holder."

"SELLER" means TMCRC, and its successors in interest to the extent
permitted hereunder.

"SERVICER" means TMCC, as the servicer of the Receivables, and
each successor to TMCC (in the same capacity) pursuant to Section 7.03 or 8.02.

"SERVICER'S CERTIFICATE" means an Officers' Certificate of the
Servicer delivered pursuant to Section 4.10, substantially in the form attached
hereto as Exhibit A.

"SERVICER DEFAULT" means an event specified in Section 8.01.

"SERVICING FEE RATE" means 1.00% per annum.

"SIMPLE INTEREST ADVANCE" means an advance in respect of interest
on any Simple Interest Receivable in the amount determined as set forth in
Section 5.04(a).

"SIMPLE INTEREST METHOD" means the method of allocating a fixed
level payment to principal and interest, pursuant to which the portion of such
payment that is allocated to interest is equal to the product of the fixed rate
of interest multiplied by the unpaid principal balance multiplied by the period
of time elapsed since the preceding payment of interest was made and the
remainder of such payment is allocable to principal.

"SIMPLE INTEREST RECEIVABLE" means any Receivable which provides
for the allocation of payments according to the simple interest method.

"SPECIFIED RESERVE ACCOUNT BALANCE" means with respect to any
Payment Date, an amount equal to $7,214,824, except that, if on any Payment Date
(i) the average of the Charge-off Rates for the preceding three Collection
Periods exceeds 1.25% or (ii) the average of the Delinquency Percentages for the
preceding three Collection Periods exceeds 1.25% or (iii) any payment of accrued
interest on a Class B or Class C Note is not paid on the Payment Date on which
it is due, and such default remains uncured for five or more days (but this
clause (iii) will cease to be operative on the date on which such default is
cured), then the Specified Reserve Account Balance for such Payment Date will be
an amount equal to the greater of (a) $7,214,824 or (b) 5.50% of the sum of the
Outstanding Amount and the Certificate Balance (in each case, after giving
effect to payments of principal to be made on such Payment Date); PROVIDED,
HOWEVER, that the Specified Reserve Account Balance shall in no event be greater
than the sum of the Outstanding Amount and the Certificate Balance as of such
Payment Date (in each case, after giving effect to payments of principal on such
Payment Date).

"STANDARD & POOR'S" means Standard & Poor's Ratings Services, a
Division of the XxXxxx-Xxxx Companies, and its successors.

"SUCCESSOR SERVICER" means any entity appointed as a successor to
the Servicer pursuant to Section 8.02.

"SUPPLEMENTAL SERVICING FEE" means, with respect to any Payment
Date, all late fees, prepayment charges, extension fees and other administrative
fees and expenses or similar charges allowed by applicable law with respect to
the Receivables received by the Servicer during the related Collection Period.

"TMCC" means Toyota Motor Credit Corporation, and its successors
and assigns.

"TMCRC" means Toyota Motor Credit Receivables Corporation, a
California corporation, or its successors.

"TOTAL SERVICING FEE" means the sum of the Basic Servicing Fee and
the Supplemental Servicing Fee.

"TRUST" means the Issuer.

"TRUST AGREEMENT" means the Amended and Restated Trust Agreement
dated as of July 1, 1999, among the Seller, the Owner Trustee and the Delaware
Trustee.

"TRUST ESTATE" means all money, instruments, rights and other
property that are subject or intended to be subject to the lien and security
interest of this Indenture for the benefit of the Noteholders (including,
without limitation, all property and interests granted to the Indenture Trustee
pursuant to the granting clause of the Indenture), including all proceeds
thereof.

"TRUST OFFICER" means, in the case of the Indenture Trustee, any
officer within the Corporate Trust Office of the Indenture Trustee, including
any Vice President, Assistant Vice President, Secretary, Assistant Secretary or
any other officer of the Indenture Trustee customarily performing functions
similar to those performed by any of the above designated officers and also,
with respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject and, with respect to the Owner Trustee, any officer in the
Corporate Trust Administration Department of the Owner Trustee with direct
responsibility for the administration of the Trust Agreement and the Basic
Documents on behalf of the Owner Trustee.

"UCC" means the Uniform Commercial Code as in effect in the
relevant jurisdiction.

"UNITED STATES" means the United States of America.

"WARRANTY PURCHASE PAYMENT" means, with respect to a Payment Date
and to (1) a Warranty Receivable which is a Precomputed Receivable repurchased
by the Seller as of the close of business on the last day of the related
Collection Period, (a) the sum of (i) all Scheduled Payments on such Receivable
due after the last day of such Collection Period, (ii) all past due Scheduled
Payments for which an Advance has not been made, (iii) an amount equal to any
reimbursement of Outstanding Advances made pursuant to Section 5.04(b) with
respect to such Receivable and (iv) an amount equal to all other Outstanding
Advances made pursuant to Section 5.04(c) with respect to such Receivable, minus
(b) the sum of (i) any Rebate (except to the extent specified in Section 4.03)
and (ii) any other proceeds in respect of such Receivable previously received
(to the extent applied to reduce the Principal Balance of such Receivable on
such Payment Date), and (2) a Warranty Receivable which is a Simple Interest
Receivable repurchased by the Seller as of the close of business on the last day
of the related Collection Period, the sum of (a) the unpaid principal balance
owed by the Obligor in respect of such Receivable plus (b) interest on such
unpaid principal balance at a rate equal to the related APR to the last day in
the related Collection Period.

"WARRANTY RECEIVABLE" means a Receivable which the Seller is
required to repurchase pursuant to Section 4.08.

SECTION 1.02 USAGE OF TERMS. With respect to all terms in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other genders; references to "writing" include
printing, typing, lithography and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered into in accordance with
their respective terms and not prohibited by this Agreement; references to
Persons include their permitted successors and assigns; and the term "including"
means "including without limitation."

ARTICLE II

CONVEYANCE OF RECEIVABLES

SECTION 2.01 CONVEYANCE OF RECEIVABLES. (a) Upon the execution of
this Agreement by the parties hereto, the Seller, pursuant to the mutually
agreed upon terms contained in this Agreement, shall sell, transfer, assign and
otherwise convey to the Owner Trustee on behalf of the Issuer, without recourse
(but subject to the Seller's obligations in this Agreement), all of its right,
title and interest in and to the Receivables and any proceeds related thereto,
including any Dealer Recourse and such other items as shall be specified in this
Agreement. Concurrently therewith and in exchange therefor, the Issuer shall
deliver to, or to the order of, the Seller the Notes and the Certificates.

(b) In consideration of the foregoing and other good and valuable
consideration to be delivered to the Seller hereunder, on behalf of the Issuer,
the Seller does hereby sell, transfer, assign and otherwise convey to the Owner
Trustee on behalf of the Issuer, in trust for the benefit of the
Certificateholders, without recourse (subject to the Seller's obligations
herein):

(i) all right, title and interest of the Seller in and to the
Receivables and all monies due thereon or paid thereunder or in respect
thereof (including proceeds of the repurchase of Receivables by the
Seller pursuant to Section 3.02 or the purchase of Receivables by the
Servicer pursuant to Section 4.08 or 9.01) on or after the Cutoff Date;

(ii) the interest of the Seller in the security interests
in the Financed Vehicles granted by the Obligors pursuant to the
Receivables and any accessions thereto;

(iii) the interest of the Seller in any proceeds of any physical
damage insurance policies covering Financed Vehicles and in any proceeds
of any credit life or credit disability insurance policies relating to
the Receivables or the Obligors;

(iv) the interest of the Seller in any Dealer Recourse;

(v) the right of the Seller to realize upon any property
(including the right to receive future Liquidation Proceeds) that shall
have secured a Receivable and have been repossessed pursuant to the terms
thereof;

(vi) the rights and interests of the Seller under the
Receivables Purchase Agreement;

(vii) all other assets comprising the Owner Trust Estate; and

(viii) all proceeds of the foregoing.

(c) It is the intention of the Seller that the transfer and assignment
contemplated by this Agreement shall constitute a sale of the Receivables from
the Seller to the Issuer and the beneficial interest in and title to the
Receivables shall not be part of the Seller's estate in the event of the filing
of a bankruptcy petition by or against the Seller under any bankruptcy law. The
Seller agrees to execute and file all filings (including filings under the UCC)
necessary in

any jurisdiction to provide third parties with notice of the sale of the
Receivables pursuant to this Agreement and to perfect such sale under the UCC.

(d) Although the parties hereto intend that the transfer and
assignment contemplated by this Agreement be a sale, in the event such transfer
and assignment is deemed to be other than a sale, the parties intend that all
filings described in the foregoing paragraph shall give the Owner Trustee on
behalf of the Issuer a first priority perfected security interest in, to and
under the Receivables, and other property conveyed hereunder and all proceeds of
any of the foregoing. This Agreement shall be deemed to be the grant of a
security interest from the Seller to the Owner Trustee on behalf of the Issuer,
and the Owner Trustee on behalf of the Issuer shall have all the rights, powers
and privileges of a secured party under the UCC.

(e) In connection with the foregoing conveyance, the Servicer shall
maintain its computer system so that, from and after the time of sale of the
Receivables to the Owner Trustee on behalf of the Issuer under this Agreement,
the Servicer's master computer records (including any back-up archives) that
refer to any Receivable indicate clearly the interest of the Issuer in such
Receivables and that the Receivable is owned by the Issuer and controlled by the
Owner Trustee on behalf of the Issuer. Indication of the Issuer's ownership of
a Receivable shall be deleted from or modified on the Servicer's computer
systems when, and only when, the Receivable has been paid in full, repurchased
or assigned pursuant to this Agreement.

(f) Ownership and control of the receivables, as between the Issuer,
the Owner Trustee and the Indenture Trustee (on behalf of the Noteholders and
Certificateholders) shall be governed by the Indenture.

SECTION 2.02 CUSTODY OF RECEIVABLES FILES. To assure uniform quality
in servicing the Receivables and to reduce administrative costs, the Owner
Trustee on behalf of the Issuer, upon the execution and delivery of this
Agreement, appoints the Servicer, and the Servicer accepts such appointment, to
act as the agent of the Issuer as custodian of the following documents or
instruments which are hereby constructively delivered to the Owner Trustee with
respect to each Receivable:

(a) the fully executed original of the Receivable;

(b) documents evidencing or related to any Insurance Policy;

(c) the original credit application of each Obligor, fully
executed by such Obligor on TMCC's customary form, or on a form approved
by TMCC, for such application;

(d) the original certificate of title (or evidence that such
certificate of title has been applied for) or such documents that the
Servicer shall keep on file, in accordance with TMCC's customary
procedures, evidencing the security interest in the related Financed
Vehicle; and

(e) any and all other documents that the Seller or the
Servicer, as the case may be, shall keep on file, in accordance with its
customary procedures, relating to such Receivable or the related Obligor
or Financed Vehicle.

SECTION 2.03 ACCEPTANCE BY OWNER TRUSTEE. The Owner Trustee hereby
acknowledges its acceptance, on behalf of the Issuer, pursuant to this
Agreement, of all right, title and interest in and to the Receivables conveyed
by the Seller pursuant to this Agreement and declares and shall declare from and
after the date hereof that the Owner Trustee holds and shall hold such right,
title and interest, upon the terms and conditions set forth in this Agreement.

ARTICLE III

THE RECEIVABLES

SECTION 3.01 REPRESENTATIONS AND WARRANTIES OF THE SELLER WITH RESPECT
TO THE RECEIVABLES. The Seller makes the following representations and
warranties as to the Receivables on which the Issuer is deemed to have relied in
acquiring the Receivables. Such representations and warranties speak as of the
execution and delivery of this Agreement and as of the Closing Date, but shall
survive the sale, transfer and assignment of the Receivables to the Issuer, and
the pledge thereof to the Indenture Trustee pursuant to the Indenture.

(a) CHARACTERISTICS OF RECEIVABLES. Each Receivable (i) shall
have been originated in the United States by a Dealer for the retail sale
of the related Financed Vehicle in the ordinary course of such Dealer's
business, shall have been fully and properly executed by the parties
thereto, shall have been purchased by TMCC from such Dealer under an
existing agreement with TMCC and shall have been validly assigned by such
Dealer to TMCC in accordance with the terms of such agreement and shall
have been subsequently sold by TMCC to the Seller pursuant to the
Receivables Purchase Agreement, (ii) shall have created or shall create a
valid, subsisting and enforceable first priority security interest in
favor of TMCC in the related Financed Vehicle, which security interest
has been assigned by TMCC to the Seller and shall be assignable, and
shall be so assigned, by the Seller to the Owner Trustee on behalf of the
Issuer hereby, (iii) shall, except as otherwise provided in this
Agreement, provide for monthly payments that fully amortize the Amount
Financed by maturity and provide for a finance charge or yield interest
at its APR, in either case calculated based on the Rule of 78s, the
simple interest method or the actuarial method, (iv) shall contain
customary and enforceable provisions, such that the rights and remedies
of the holder thereof shall be adequate for realization against the
collateral of the benefits of the security and (v) shall provide for, in
the event that such Receivable is prepaid, a prepayment that fully pays
the Principal Balance and includes accrued but unpaid interest.

(b) SCHEDULE OF RECEIVABLES. The information set forth in the
Schedule of Receivables shall be true and correct in all material
respects as of the opening of business on the Cutoff Date, and no
selection procedures adverse to the Securityholders shall have been
utilized in selecting the Receivables from those automobile and light
duty truck receivables of TMCC which met the selection criteria set forth
in this Section and this Agreement.

(c) COMPLIANCE WITH LAW. To the knowledge of the Seller, each
Receivable and each sale of the related Financed Vehicle shall have
complied at the time it was

originated or made, and shall comply at the time of execution of this
Agreement, in all material respects with all requirements of applicable
federal, state and local laws, and regulations thereunder, including
usury laws, the Federal Truth-in-Lending Act, the Equal Credit
Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting
Act, the Fair Debt Collection Practices Act, the Federal Trade
Commission Act, the Xxxxxxxx-Xxxx Warranty Act, Federal Reserve Board
Regulations B, M and Z (to the extent applicable), state adaptations of
the National Consumer Act and of the Uniform Consumer Credit Code and
other consumer credit, equal credit opportunity and disclosure laws,
except with respect to applicable Florida documentary stamp taxes as to
which the effect of noncompliance will not have a material adverse
effect on such Receivable.

(d) BINDING OBLIGATION. Each Receivable shall constitute the
legal, valid and binding payment obligation in writing of the related
Obligor, enforceable by the holder thereof in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting the
enforcement of creditors' rights in general and by general principles of
equity, regardless of whether such enforceability shall be considered in
a proceeding in equity or at law.

(e) NO BANKRUPT OBLIGORS. None of the Receivables shall be
due, to the best knowledge of the Seller, from any Obligor who is
presently the subject of a bankruptcy proceeding or is bankrupt or is
insolvent.

(f) NO GOVERNMENT OBLIGORS. None of the Receivables shall be
due from the United States or any state, or from any agency, department
or instrumentality of the United States or any state or local government.

(g) EMPLOYEE OBLIGORS. None of the Receivables shall be due
from any employee of the Seller, TMCC or any of their respective
affiliates.

(h) SECURITY INTEREST IN FINANCED VEHICLES. Immediately prior
to the sale, assignment and transfer thereof, each Receivable shall be
secured by a validly perfected first priority security interest in the
related Financed Vehicle in favor of TMCC as secured party or all
necessary and appropriate action with respect to such Receivable shall
have been taken to perfect a first priority security interest in such
Financed Vehicle in favor of TMCC as secured party.

(i) RECEIVABLES IN FORCE. No Receivable shall have been
satisfied, subordinated or rescinded, nor shall any Financed Vehicle have
been released in whole or in part from the lien granted by the related
Receivable.

(j) NO WAIVERS. No provision of a Receivable shall have been
waived in such a manner that such Receivable fails to meet all of the
other representations and warranties made by the Seller herein with
respect thereto.

(k) NO AMENDMENTS. No Receivable shall have been amended or
modified in such a manner that the total number of Scheduled Payments has
been increased or that the related Amount Financed has been increased or
that such Receivable fails to meet all of the other representations and
warranties made by the Seller herein with respect thereto.

(l) NO DEFENSES. No facts shall be known to the Seller which
would give rise to any right of rescission, setoff, counterclaim or
defense, nor shall the same have been asserted or threatened, with
respect to any Receivable.

(m) NO LIENS. To the knowledge of the Seller, no liens or
claims shall have been filed as of the date of this Agreement, including
liens for work, labor or materials relating to a Financed Vehicle, that
shall be liens prior to, or equal or coordinate with, the security
interest in such Financed Vehicle granted by the related Receivable,
which Liens shall not have been released or satisfied as of the Closing
Date.

(n) NO DEFAULT; NO REPOSSESSION. Except for payment defaults
that, as of the Cutoff Date, have been continuing for a period of not
more than 30 days, no default, breach, violation or event permitting
acceleration under the terms of any Receivable shall have occurred as of
the Cutoff Date; no continuing condition that with notice or the lapse of
time would constitute a default, breach, violation or event permitting
acceleration under the terms of any Receivable shall have arisen; the
Seller shall not have waived any of the foregoing; and no Financed
Vehicle has been repossessed without reinstatement as of the Cutoff Date.

(o) INSURANCE. The terms of each Receivable require the
Obligor to obtain and maintain physical damage insurance covering the
related Financed Vehicle in accordance with TMCC's normal requirements.
The terms of each Receivable allow, but do not require TMCC to (and TMCC,
in accordance with its current normal servicing procedures, does not)
obtain any such coverage on behalf of the Obligor.

(p) GOOD TITLE. It is the intention of the Seller that the
transfer and assignment herein contemplated, taken as a whole, constitute
a sale of the Receivables from the Seller to the Issuer and that the
beneficial interest in and title to the Receivables not be part of the
debtor's estate in the event of the filing of a bankruptcy petition by or
against the Seller under any bankruptcy law. No Receivable has been
sold, transferred, assigned or pledged by the Seller to any Person other
than the Issuer, and no provision of a Receivable shall have been waived,
except as provided in clause (j) above; immediately prior to the transfer
and assignment herein contemplated, the Seller had good and marketable
title to each Receivable free and clear of all Liens and rights of
others; immediately upon the transfer and assignment thereof, the Issuer
shall have good and marketable title to each Receivable, free and clear
of all Liens and rights of others; and the transfer and assignment herein
contemplated has been perfected under the UCC.

(q) LAWFUL ASSIGNMENT. No Receivable shall have been
originated in, or shall be subject to the laws of, any jurisdiction under
which the sale, transfer and assignment of such Receivable under this
Agreement or pursuant to a transfer of the related certificate of title
shall be unlawful, void or voidable.

(r) ALL FILINGS MADE. As of the Closing Date, all filings
(including UCC filings) necessary in any jurisdiction to provide third
parties with notice of the transfer and assignment herein contemplated,
to perfect the sale of the Receivables from the Seller to

the Owner Trustee and to give the Owner Trustee on behalf of the Issuer
a first priority perfected security interest in the Receivables shall
have been made.

(s) ONE ORIGINAL. There shall be only one original executed
copy of each Receivable.

(t) CHATTEL PAPER. Each Receivable constitutes "chattel paper"
as defined in the UCC.

(u) ADDITIONAL REPRESENTATIONS AND WARRANTIES. (i) Each
Receivable shall have an original number of Scheduled Payments of not
less than 12 nor more than 72 and, as of the Cutoff Date, a remaining
number of Scheduled Payments of not less than 4 nor more than 54; (ii)
each Receivable provides for the payment of a finance charge based on an
APR ranging from 8% to 15%; (iii) each Receivable shall have had an
original principal balance of not less than $1,090.01 and not more than
$50,000 and, as of the Cutoff Date, an unpaid principal balance of not
less than $250 nor more than $50,000; (iv) no Receivable was originated
under a special financing program; (v) no Receivable shall have a
Scheduled Payment that is more than 30 days past due as of the Cutoff
Date; (vi) no Financed Vehicle was subject to force-placed insurance as
of the Cutoff Date; (vii) there is no Receivable as to which payments
ahead of 6 or more Scheduled Payments have been received from or on
behalf of the related Obligor; and (viii) each Receivable is being
serviced by Toyota Motor Credit Corporation.

(v) LOCATION OF RECEIVABLE FILES. Each Receivable File shall
be kept at one of the locations listed in the Schedule of Receivables or
at such other office as shall be specified to the Owner Trustee and the
Indenture Trustee as provided in Section 3.03(b).

SECTION 3.02 REPURCHASE UPON BREACH. The Seller, the Servicer or the
Owner Trustee, as the case may be, shall inform the other parties to this
Agreement and the Indenture Trustee promptly, in writing, upon the discovery of
any breach of the Seller's representations and warranties made pursuant to
Section 3.01 or 6.01 that materially and adversely affects the interests of the
Issuer in any Receivable. As of the last day of the second Collection Period
following the Collection Period in which it discovers or receives notice of such
breach (or, at the Seller's election, the last day of the first Collection
Period following the Collection Period in which it discovers or receives notice
of such breach), the Seller shall, unless such breach shall have been cured in
all material respects, repurchase such Receivable and, if necessary, the Seller
shall enforce the obligation of TMCC under the Receivables Purchase Agreement to
repurchase such Receivable from the Seller. Notwithstanding the foregoing, the
obligation of the Seller to repurchase a Receivable shall not be conditioned on
the performance by TMCC of its obligation to repurchase such Receivable from the
Seller pursuant to the Receivables Purchase Agreement. This repurchase
obligation shall obtain for all representations and warranties of the Seller
contained in this Agreement whether or not the Seller has knowledge of the
breach at the time of the breach or at the time the representations and
warranties were made. In consideration of the repurchase of any such
Receivable, on the Business Day immediately preceding the related Payment Date,
the Seller shall remit the Warranty Purchase Payment of such Receivable to the
Collection Account in the manner specified in Section 5.05 and shall be entitled
to receive the Released Warranty Amount. The sole remedy of the Owner Trustee,
the Issuer, the Indenture

Trustee (by operation of the assignment of the Owner Trustee's rights
hereunder pursuant to the Indenture) or any Securityholder with respect to a
breach of the Seller's representations and warranties pursuant to this
Agreement shall be to require the Seller to repurchase the related Receivable
pursuant to this Section and to enforce TMCC's obligation to the Seller to
repurchase such Receivables pursuant to the Receivables Purchase Agreement.
The Owner Trustee shall have no duty to conduct any affirmative investigation
as to the occurrence of any condition requiring the repurchase of any
Receivable pursuant to this Section. In connection with such repurchase, the
Owner Trustee and Indenture Trustee shall take all steps necessary to effect
a transfer of such Receivable as set forth in Section 9.01(d).

SECTION 3.03 DUTIES OF SERVICER AS CUSTODIAN.

(a) SAFEKEEPING. The Servicer shall hold the Receivable Files as
custodian for the benefit of the Issuer and maintain such accurate and complete
accounts, records and computer systems pertaining to each Receivable File as
shall enable the Issuer to comply with this Agreement. In performing its duties
as custodian the Servicer shall act with reasonable care, using that degree of
skill and attention that the Servicer exercises with respect to the receivable
files relating to comparable automotive receivables that the Servicer services
for itself or others. The Servicer shall promptly report to the Issuer and the
Indenture Trustee any failure on its part to hold the Receivable Files and
maintain its accounts, records and computer systems as herein provided and shall
promptly take appropriate action to remedy any such failure. Nothing herein
shall be deemed to require an initial review or any periodic review by the
Issuer, the Owner Trustee or the Indenture Trustee of the Receivable Files.

(b) MAINTENANCE OF AND ACCESS TO RECORDS. The Servicer shall maintain
each Receivable File at one of its offices specified in Schedule B or at such
other office as shall be specified to the Issuer and the Indenture Trustee by
written notice not later than 90 days after any change in location. The
Servicer shall make available to the Issuer and the Indenture Trustee or their
respective duly authorized representatives, attorneys or auditors a list of
locations of the Receivable Files and the related accounts, records and computer
systems maintained by the Servicer at such times during normal business hours as
the Issuer or the Indenture Trustee shall instruct with reasonable advance
notice.

(c) RELEASE OF DOCUMENTS. Upon instruction from the Indenture
Trustee, the Servicer shall release any Receivable File to the Indenture
Trustee, the Indenture Trustee's agent or the Indenture Trustee's designee, as
the case may be, at such place or places as the Indenture Trustee may designate,
as soon as practicable.

SECTION 3.04 INSTRUCTIONS; AUTHORITY TO ACT. The Servicer shall be
deemed to have received proper instructions with respect to the Receivable Files
upon its receipt of written instructions signed by a Trust Officer of the Owner
Trustee or the Indenture Trustee. A certified copy of a bylaw or of a
resolution of the board of directors of the Owner Trustee or of the Indenture
Trustee shall constitute conclusive evidence of the authority of such Trust
Officer to act, and shall be considered conclusive evidence of the authority of
such Trust Officer to act until receipt by the Servicer of written notice to the
contrary given by the Owner Trustee or Indenture Trustee, as the case may be.

SECTION 3.05 CUSTODIAN'S INDEMNIFICATION. The Servicer as custodian
shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each
of their respective officers, directors, employees and agents for any and all
liabilities, obligations, losses, compensatory damages, payments, costs or
expenses of any kind whatsoever that may be imposed on, incurred by or asserted
against any of them as the result of any improper act or omission in any way
relating to the maintenance and custody by the Servicer as custodian of the
Receivable Files; PROVIDED, HOWEVER, that the Servicer shall not be liable to
the Owner Trustee for any portion of any such amount resulting from the willful
misfeasance, bad faith or negligence of the Owner Trustee and the Servicer shall
not be liable to the Indenture Trustee for any portion of any such amount
resulting from the willful misfeasance, bad faith or negligence of the Indenture
Trustee or Owner Trustee.

SECTION 3.06 EFFECTIVE PERIOD AND TERMINATION. The Servicer's
appointment as custodian shall become effective as of the date hereof, and shall
continue in full force and effect until terminated pursuant to this Section. If
TMCC shall resign as Servicer in accordance with the provisions of this
Agreement or if all of the rights and obligations of any Servicer shall have
been terminated under Section 8.01, the appointment of TMCC (as Servicer) as
custodian shall be terminated hereunder without further action by the Indenture
Trustee, Owner Trustee, Noteholders or Certificateholders. The Indenture Trustee
or, with the consent of the Indenture Trustee, the Owner Trustee may terminate
the Servicer's appointment as custodian, with cause, at any time upon written
notification to the Servicer, and without cause upon 30 days' prior written
notification to the Servicer. The Owner Trustee, Indenture Trustee or
Noteholders may terminate the Servicer as custodian hereunder in the same manner
as the Owner Trustee, Indenture Trustee or Noteholders may terminate the rights
and obligations of the Servicer under Section 8.01. As soon as practicable after
any termination of such appointment, the Servicer shall deliver the Receivable
Files to the Relevant Trustee or the agent thereof at such place or places as
the Relevant Trustee may reasonably designate.

ARTICLE IV

ADMINISTRATION AND SERVICING OF RECEIVABLES

SECTION 4.01 DUTIES OF SERVICER. The Servicer, for the benefit of the
Issuer and the Securityholders (to the extent provided herein), shall manage,
service, administer and make collections on the Receivables with reasonable
care, using that degree of skill and attention that the Servicer exercises with
respect to comparable automotive receivables that it services for itself or
others. The Servicer's duties shall include collection and posting of all
payments, responding to inquiries of Obligors or by federal, state or local
government authorities with respect to the Receivables, investigating
delinquencies, sending payment information to Obligors, reporting tax
information to Obligors in accordance with its customary practices, accounting
for collections, furnishing monthly and annual statements to the Owner Trustee
and the Indenture Trustee with respect to payments and distributions and making
Advances and performing the other duties specified herein. The Servicer shall
follow its customary standards, policies and procedures as in effect from time
to time and shall have full power and authority, acting alone, to do any and all
things in connection with such managing, servicing, administration and
collection that it may deem necessary or desirable. Nothing in the foregoing or
in any other section of this Agreement

shall be construed to prevent the Servicer from implementing new programs,
whether on an intermediate, pilot or permanent basis, or on a regional or
nationwide basis, or from modifying its standards, policies and procedures as
long as, in each case, the Servicer does or would implement such programs or
modify its standards, policies and procedures in respect of comparable assets
serviced for itself in the ordinary course of business.

Without limiting the generality of the foregoing, the Servicer is
authorized and empowered to execute and deliver, on behalf of itself, the
Issuer, the Owner Trustee, the Indenture Trustee, the Securityholders or any of
them, any and all instruments of satisfaction or cancellation, or partial or
full release or discharge, and all other comparable instruments, with respect to
such Receivables and the Financed Vehicles. The Servicer is hereby authorized
to communicate with Obligors in the ordinary course of its servicing of the
Receivables and Financed Vehicles in its own name. The Servicer is hereby
authorized to commence, in its own name or in the name of the Issuer, a legal
proceeding to enforce a Defaulted Receivable or to commence or participate in a
legal proceeding (including without limitation a bankruptcy proceeding) relating
to or involving a Receivable, including a Defaulted Receivable. If the Servicer
shall commence or participate in a legal proceeding to enforce a Receivable, the
Issuer shall thereupon be deemed to have automatically assigned to the Servicer,
solely for the purpose of collection on behalf of the party retaining an
interest in such Receivable, such Receivable and the other property conveyed to
the Issuer hereby with respect to such Receivable for purposes of commencing or
participating in any such proceeding as a party or claimant, and the Servicer is
authorized and empowered by the Owner Trustee to execute and deliver in the
Servicer's name any notices, demands, claims, complaints, responses, affidavits
or other documents or instruments in connection with any such proceeding. If in
any enforcement suit or legal proceeding it shall be held that the Servicer may
not enforce a Receivable on the ground that it shall not be a real party in
interest or a holder entitled to enforce such Receivable, the Owner Trustee on
behalf of the Issuer shall, at the Servicer's expense and direction, take steps
to enforce such Receivable, including bringing suit in its name or the name of
the Owner Trustee, the Indenture Trustee, the Certificateholders and/or the
Noteholders. The Owner Trustee shall furnish the Servicer with any powers of
attorney and other documents and take any other steps which the Servicer may
deem necessary or appropriate to enable the Servicer to carry out its servicing
and administrative duties under this Agreement.

SECTION 4.02 COLLECTION AND ALLOCATION OF RECEIVABLE PAYMENTS. The
Servicer shall make reasonable efforts to collect all payments called for under
the terms and provisions of the Receivables as and when the same shall become
due and shall follow such customary collection procedures as it follows with
respect to comparable automotive receivables that it services for itself or
others. The Servicer shall be authorized to grant extensions, rebates or
adjustments on a Receivable in accordance with the customary servicing standards
of the Servicer without the prior consent of the Owner Trustee, Indenture
Trustee or any Securityholder; provided, however, that if, as a result of any
change in the related APR or the Amount Financed, any increase in the total
number of Scheduled Payments or any extension of payments such that the
Receivable will be outstanding later than the Class C Final Scheduled Payment
Date, the amount of any Scheduled Payment due in a subsequent Collection Period
is reduced, the Servicer shall be obligated to either repurchase such Receivable
pursuant to Section 4.08 or to make an Advance in respect of such Receivable in
each subsequent Collection Period equal to the amount by which such Scheduled
Payment has been reduced. In addition, in the event that any such rescheduling

or extension of a Receivable modifies the terms of such Receivable in such a
manner as to release the security interest in the related Financed Vehicle or
constitute a cancellation of such Receivable and the creation of a new
automobile or light duty truck receivable, the Servicer shall purchase such
Receivable pursuant to Section 4.08, and the receivable created shall not be
included as an asset of the Issuer. The Servicer may, in accordance with its
customary servicing procedures, waive any prepayment charge, late payment charge
or any other fees that may be collected in the ordinary course of servicing the
Receivables.

SECTION 4.03 REBATES ON FULL PREPAYMENTS. In the event that the amount
of a full Prepayment by an Obligor under a Precomputed Receivable, after
adjustment for the applicable Rebate, is less than the amount that would be
payable under the actuarial method if a full Prepayment were made at the end of
the billing month under such Precomputed Receivable, either because the Rebate
calculated under the terms of such Precomputed Receivable is greater than the
amount calculable under the actuarial method or because the Servicer's customary
servicing procedure is to credit a greater Rebate, the Servicer, as part of its
servicing duties, shall remit such difference by deposit into the Collection
Account pursuant to Section 5.05.

SECTION 4.04 REALIZATION UPON RECEIVABLES. On behalf of the Issuer,
the Servicer shall use its best efforts, consistent with its customary servicing
procedures, to repossess or otherwise comparably convert the ownership of any
Financed Vehicle that it has reasonably determined should be repossessed or
otherwise converted following a default under the Receivable secured by the
Financed Vehicle (and shall specify such Receivables to the Relevant Trustee no
later than the Determination Date following the end of the Collection Period in
which the Servicer shall have made such determination). The Servicer shall
follow such practices and procedures as it shall deem necessary or advisable and
as shall be customary and usual in its servicing of automobile and light duty
truck receivables, which practices and procedures may include reasonable efforts
to realize upon any Dealer Recourse, selling the related Financed Vehicle at
public or private sale and other actions to realize upon such a Receivable. The
Servicer shall be entitled to recover its Liquidation Expenses with respect to
each Defaulted Receivable. All Net Liquidation Proceeds realized in connection
with any such action with respect to a Receivable shall be deposited by the
Servicer in the Collection Account in the manner specified in Section 5.02. The
foregoing is subject to the proviso that, in any case in which the Financed
Vehicle shall have suffered damage, the Servicer shall not expend funds in
connection with any repair or towards the repossession of such Financed Vehicle
unless it shall determine in its discretion that such repair and/or repossession
shall increase the Liquidation Proceeds of the related Receivable by an amount
greater than the amount of such expenses.

SECTION 4.05 PHYSICAL DAMAGE INSURANCE. The Servicer shall, in
accordance with its customary servicing procedures, require that each Obligor
shall have delivered proof that it has obtained physical damage insurance
covering the related Financed Vehicle at the date of origination of the related
Receivable, but shall not obtain any such coverage on behalf of any Obligor.

SECTION 4.06 MAINTENANCE OF SECURITY INTERESTS IN FINANCED VEHICLES.
The Servicer shall, in accordance with its customary servicing procedures and at
its own expense, take such steps as are necessary to maintain perfection of the
security interest created by each Receivable in the related Financed Vehicle.
The Issuer hereby authorizes the Servicer to take such steps as

are necessary to again perfect such security interest on behalf of the Issuer
and the Indenture Trustee in the event of the relocation of a Financed
Vehicle or for any other reason. In the event that the assignment of a
Receivable to the Issuer is insufficient, without a notation on the related
Financed Vehicle's certificate of title, to grant to the Issuer a first
priority perfected security interest in the related Financed Vehicle, the
Servicer hereby agrees to serve as the agent of the Issuer for the purpose of
perfecting the security interest of the Issuer in such Financed Vehicle and
agrees that the Servicer's listing as the secured party on the certificate of
title is in this capacity as agent of the Issuer.

SECTION 4.07 COVENANTS OF SERVICER. The Servicer hereby makes the
following covenants to the Issuer on which the Issuer has relied in purchasing
the Receivables and issuing the Certificates, and on which the Indenture Trustee
will rely in undertaking the trusts set forth in the Indenture and issuing the
Notes.

(a) LIENS IN FORCE. Except as contemplated by this Agreement,
the Servicer shall not release in whole or in part any Financed Vehicle
from the security interest securing the related Receivable.

(b) NO IMPAIRMENT. The Servicer shall do nothing to impair the
rights of the Securityholders in the Receivables.

(c) NO AMENDMENTS. Except as provided in Section 4.02, the
Servicer shall not amend or otherwise modify any Receivable such that the
total number of Scheduled Payments, the Amount Financed or the APR is
altered, or extend the maturity of such Receivable beyond the Class C
Final Scheduled Payment Date.

SECTION 4.08 PURCHASE OF RECEIVABLES UPON BREACH. The Servicer or the
Owner Trustee shall inform the other party and the Indenture Trustee promptly,
in writing, upon the actual knowledge of one of its Trust Officers of any breach
pursuant to Section 4.06 or 4.07 that materially and adversely affects the
interests of the Issuer in a Receivable, or if an extension, rescheduling or
modification of a Receivable is made by the Servicer as described in Section
4.02 and the Servicer does not elect to make Advances to cover resulting
reductions in interest accruals as provided in Section 4.02, the party
discovering such event shall give prompt written notice to the others. As of
the last day of the second Collection Period following the Collection Period in
which it discovers or receives notice of such event (or, at the Servicer's
election, the last day of the first Collection Period following the Collection
Period in which it discovers or receives notice of such breach), the Servicer
shall, unless such event shall have been cured in all material respects or such
modification has been rescinded or the Servicer has elected to and does make all
required Advances, purchase from the Issuer such Receivable. In consideration
of the purchase of any such Receivable, on the Business Day immediately
preceding the related Payment Date the Servicer shall remit the Administrative
Purchase Payment to the Collection Account in the manner specified in Section
5.05, and shall be entitled to receive the Released Administrative Amount. Upon
such deposit of the Administrative Purchase Payment, the Servicer shall for all
purposes of this Agreement be deemed to have released all claims for
reimbursement of Outstanding Advances made in respect of such Receivable. The
sole remedy of the Owner Trustee, the Issuer, the Indenture Trustee or any
Securityholders against the Servicer with respect to a breach pursuant to
Section 4.02, 4.06 or 4.07 shall be to require the

Servicer to purchase the related Receivables pursuant to this Section, except
as otherwise provided in Section 7.02. The Owner Trustee shall have no duty
to conduct any affirmative investigation as to the occurrence of any
condition requiring the repurchase of any Receivable pursuant to this Section
except as otherwise provided in Section 7.02. In connection with such
repurchase, the Owner Trustee and Indenture Trustee shall take all steps
necessary to effect a transfer of such Receivable to the Servicer as set
forth in Section 9.01(d).

SECTION 4.09 SERVICING FEE AND EXPENSES. As compensation for the
performance of its obligations hereunder, the Servicer shall be entitled to
receive on each Payment Date, out of Available Collections, the Total Servicing
Fee. The Basic Servicing Fee in respect of a Collection Period shall be
calculated based on a 360 day year comprised of twelve 30-day months. Except to
the extent otherwise provided herein, the Servicer shall be required to pay all
expenses incurred by it in connection with its activities under this Agreement
(including fees and disbursements of the Owner Trustee, the Delaware Co-Trustee,
the Administrator and the independent accountants, taxes imposed on the
Servicer, expenses incurred by the Servicer in connection with its preparation
of reports hereunder and all other fees and expenses not expressly stated under
this Agreement to be for the account of the Certificateholders).

SECTION 4.10 SERVICER'S CERTIFICATE. On or before each Determination
Date, the Servicer shall deliver to the Owner Trustee, each Paying Agent, the
Indenture Trustee and the Seller, with a copy to each Rating Agency, a
Servicer's Certificate substantially in the form of Exhibit A hereto, containing
the information necessary to make the payments to be made on the related Payment
Date and the information necessary for the Owner Trustee and the Indenture
Trustee to send statements to the Securityholders pursuant to the Trust
Agreement or Indenture, as the case may be. The Servicer shall also specify
therein the identity of any Receivable that the Servicer or the Seller became
obligated to repurchase or that the Servicer has determined to be a Defaulted
Receivable during the related Collection Period. Receivables purchased or to be
purchased by the Servicer or the Seller and Receivables that the Servicer has
determined during such Collection Period to be Defaulted Receivables and with
respect to which payment of the Administrative Purchase Payment or Warranty
Purchase Payment has been provided from whatever source as of last day of such
Collection Period shall be identified by the related Obligor's account number
(as specified in the Schedule of Receivables).

SECTION 4.11 ANNUAL STATEMENT AS TO COMPLIANCE; NOTICE OF DEFAULT. (a)
Within 120 days after September 30 of each calendar year (commencing with the
fiscal year ended September 30, 1999), the Servicer shall deliver an Officer's
Certificate to the Owner Trustee and the Indenture Trustee to the effect that a
review of the activities of the Servicer during the prior fiscal year (or since
the Closing Date in the case of the first such Officer's Certificate) has been
made under the supervision of the officer executing such Officer's Certificate
with a view to determining whether during such period the Servicer has performed
and observed all of its obligations under this Agreement, and either (i) stating
that, to the best of his or her knowledge, no default by the Servicer under this
Agreement has occurred and is continuing, or (ii) if such a default has occurred
and is continuing, specifying such default and the nature and status thereof.

(b) The Servicer shall deliver to the Owner Trustee, the Indenture
Trustee and the Rating Agencies, promptly after having obtained knowledge
thereof, but in no event later than five Business Days thereafter, written
notice in an Officer's Certificate of any event which with

the giving of notice or lapse of time, or both, would become a Servicer
Default under Section 8.01(a) or (b).

SECTION 4.12 ANNUAL ACCOUNTANTS' REPORT. Within 120 days after
September 30 of each fiscal year for the Servicer (commencing with the year
ended September 30, 1999), the Servicer shall deliver to the Owner Trustee and
the Indenture Trustee a report prepared by the Independent Accountants of the
Servicer concerning their review of the activities of the Servicer during the
preceding 12-month period ended September 30 (or other applicable period in the
case of the first such report or letter) to the effect that such accountants
have reviewed certain records and documents relating to the servicing of the
Receivables under this Agreement (using procedures specified in such report or
letter) and as a result of such review, and in connection with such procedures,
they are reporting such exceptions, if any, as shall be set forth therein. Such
report or letter shall also indicate that the firm is independent with respect
to the Seller and the Servicer within the meaning of the Code of Professional
Ethics of the American Institute of Certified Public Accountants.

In the event such Independent Accountants require the Owner
Trustee or Indenture Trustee to agree to the procedures performed by such firm,
the Servicer shall direct the Owner Trustee or Indenture Trustee in writing to
so agree; it being understood and agreed that the Owner Trustee or Indenture
Trustee will deliver such letter of agreement in conclusive reliance upon the
direction of the Servicer, and the Owner Trustee and Indenture Trustee need make
no independent inquiry or investigation as to, and shall have no obligation or
liability in respect of, the sufficiency, validity or correctness of such
procedures.

SECTION 4.13 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
RECEIVABLES. The Servicer shall provide to the Owner Trustee and Indenture
Trustee reasonable access to the documentation regarding the Receivables as
provided in Section 3.03(b). The Servicer will provide such access to any
Securityholder only in such cases where the Certificateholders or Noteholders
shall be required by applicable statutes or regulations to review such
documentation. In each case, such access shall be afforded without charge, but
only upon reasonable request and during the normal business hours at the
respective offices of the Servicer. Nothing in this Section shall derogate from
the obligation of the Servicer to observe any applicable law prohibiting
disclosure of information regarding the Obligors and the failure of the Servicer
to provide access to information as a result of such obligation shall not
constitute a breach of this Section.

SECTION 4.14 APPOINTMENT OF SUBSERVICER. The Servicer may at any time
appoint a subservicer to perform all or any portion of its obligations as
Servicer hereunder if each Rating Agency has received reasonable advance notice
of the Servicer's intention to do so and has not notified the Servicer that such
an appointment would or might result in the qualification, reduction or
withdrawal of a rating then assigned by such rating Agency to any Class of
Notes; PROVIDED, HOWEVER, that the Servicer shall remain obligated and be liable
to the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders
and the Noteholders for the servicing and administering of the Receivables in
accordance with the provisions hereof without diminution of such obligation and
liability by virtue of the appointment of such subservicer and to the same
extent and under the same terms and conditions as if the Servicer alone were
servicing and administering the Receivables. The fees and expenses of the
subservicer shall be as agreed

between the Servicer and its subservicer from time to time, and none of the
Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders or
the Noteholders shall have any responsibility therefor.

SECTION 4.15 AMENDMENTS TO SCHEDULE OF RECEIVABLES. If the Servicer,
during a Collection Period, assigns to a Receivable an account number that
differs from the original account number identifying such Receivable on the
Schedule of Receivables, the Servicer shall deliver to the Issuer, the Owner
Trustee and the Indenture Trustee, on or before the Payment Date relating to
such Collection Period, an amendment to the Schedule of Receivables reporting
the newly assigned account number, together with the old account number of each
such Receivable. The first such delivery of amendments to the Schedule of
Receivables shall include monthly amendments reporting account numbers appearing
on the Schedule of Receivables with the new account numbers assigned to such
Receivables during any prior Collection Period.

SECTION 4.16 REPORTS TO SECURITYHOLDERS AND RATING AGENCIES. The Owner
Trustee shall send a copy of each Officer's Certificate delivered pursuant to
Section 4.11 and each report of independent accountants delivered pursuant to
Section 4.12 to the Rating Agencies within five days of its receipt thereof from
the Servicer or accountants. A copy of any such Officer's Certificate or
accountants report may be obtained by any Certificateholder, Noteholder or Note
Owner by a request in writing to the Owner Trustee addressed as set forth in
Section 10.03 hereof. Upon the telephone request of the Owner Trustee, the
Indenture Trustee will promptly furnish the Owner Trustee a list of Noteholders
as of the date specified by the Owner Trustee.

ARTICLE V

ACCOUNTS; PAYMENTS AND DISTRIBUTIONS;
STATEMENTS TO SECURITYHOLDERS

SECTION 5.01 ESTABLISHMENT OF COLLECTION ACCOUNT AND PAYAHEAD ACCOUNT.

(a) The Servicer on behalf of the Owner Trustee and the Indenture
Trustee, shall establish the Collection Account and Payahead Account in the
name of the Indenture Trustee for the benefit of the Securityholders. Except
as otherwise provided in this Agreement, each such account shall be an
account initially established with the Indenture Trustee and maintained with
the Indenture Trustee so long as (i) the commercial paper or other short-term
unsecured debt obligations of the Indenture Trustee are rated "P-1" or better
by Moody's, or if not rated by Moody's then otherwise approved by Moody's,
and "A-1" or better by Standard & Poor's if rated by Standard & Poor's, or if
not rated by Standard & Poor's then otherwise approved by Standard & Poor's,
in each case at the time of any deposit therein, or (ii) such account is a
segregated trust account located in the corporate trust department of the
Indenture Trustee bearing a designation clearly indicating that the funds
deposited therein (other than interest or investment earnings thereon) are
held in trust for the benefit of the Securityholders, and the Indenture
Trustee has a long-term deposit rating from Moody's (so long as Xxxxx'x is a
Rating Agency) of at least "A1" (or such lower rating as Moody's shall
approve in writing) and corporate trust powers under applicable federal and
state laws and is organized under the laws of the United States or any state
thereof, the District of Columbia or the Commonwealth of Puerto Rico. Except
as otherwise provided in this Agreement, in the event that the Indenture
Trustee no

longer meets either of the foregoing requirements, then the Servicer shall,
with the Indenture Trustee's assistance as necessary, cause the Collection
Account and Payahead Account to be moved to a bank or trust company that
satisfies either of such requirements.

(b) For so long as the depository institution or trust company then
maintaining the Collection Account and Payahead Account meets the requirements
of Section 5.01(a)(i) or (a)(ii), all amounts held in these accounts shall, to
the extent permitted by applicable laws, rules and regulations, be invested, as
directed in writing by the Servicer, in Eligible Investments; otherwise such
amounts shall be maintained in cash. Earnings on investment of funds in these
accounts (net of losses and investment expenses) shall be paid to the Servicer
on each Payment Date as servicing compensation, and any losses and investment
expenses shall be charged against the funds on deposit in the related account.

(c) For so long as U.S. Bank National Association is the Relevant
Trustee, the Accounts shall be maintained with U.S. Bank National Association as
described in clause (ii) of the second sentence of Section 5.01(a). In the
event that the long-term debt rating of the Relevant Trustee does not satisfy
clause (ii) of the second sentence of Section 5.01(a), the Servicer shall, with
the assistance of the Relevant Trustee as necessary, cause the Collection
Account and the Payahead Account to be moved to an institution or an account
otherwise satisfying the requirements of Section 5.01(a).

(d) Subject to the foregoing, the Servicer, on behalf of the Owner
Trustee and the Indenture Trustee, shall establish and maintain as the
Collection Account an Eligible Deposit Account in the name of and under the
exclusive control of the Indenture Trustee, bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Noteholders and the Certificateholders. On the Closing Date, the Owner Trustee
will transfer, or cause to be transferred, to such Collection Account all funds
or investments on deposit in the Collection Account established pursuant to the
Trust Agreement for the benefit of the Certificateholders, and all of the
proceeds thereof, and will transfer all of its right, title and interest in the
Collection Account, all funds or investments held or to be held therein and all
proceeds thereof, whether or not on behalf of the Certificateholders, to the
Indenture Trustee for the benefit of the Noteholders and Certificateholders.
The Indenture Trustee will be obligated to transfer all amounts remaining on
deposit in the Collection Account on the Payment Date on which the Notes of all
Classes have been paid in full (or substantially all of the Trust Estate is
otherwise released from the lien of the Indenture) to the Collection Account
established pursuant to the Trust Agreement for the benefit of the
Certificateholders, and to take all necessary or appropriate actions to transfer
all of its right, title and interest in the Collection Account, all funds or
investments held or to be held therein and all proceeds thereof, whether or not
on behalf of the Noteholders and Certificateholders, to the Owner Trustee for
the benefit of the Certificateholders, subject to the limitations set forth in
the Indenture with respect to amounts held for payment to Noteholders that do
not promptly deliver a Note for payment on such Payment Date.

(e) With respect to the Collection Account and Payahead Account, and
all property held therein, the Owner Trustee agrees, by its acceptance hereof
that, on the terms and conditions set forth in the Indenture, for so long as
Notes of any Class remain outstanding, the Indenture Trustee shall possess all
right, title and interest therein (excluding interest or

investment income thereon payable to the Servicer or Seller, as the case may
be), and that such accounts shall be under the sole dominion and control of
the Indenture Trustee for the benefit of the Noteholders and the
Certificateholders, as the case may be, as set forth in the Indenture. The
parties hereto agree that the Issuer, Owner Trustee and Certificateholders
have no right, title or interest in the Reserve Account or any amounts on
deposit therein at any time. The parties hereto agree that the Servicer
shall have the power, revocable by the Indenture Trustee or by the Owner
Trustee with the consent of the Indenture Trustee, to instruct the Indenture
Trustee to make withdrawals and payments from the Collection Account and the
Payahead Account for the purpose of permitting the Servicer, Indenture
Trustee or the Owner Trustee to carry out its respective duties hereunder or
under the Indenture or the Trust Agreement, as the case may be.

SECTION 5.02 COLLECTIONS. (a) Except as otherwise provided in this
Agreement, the Servicer shall remit daily to the Collection Account all payments
received by or on behalf of the Obligors on or in respect of the Receivables
(other than, in the case of Precomputed Receivables, payments constituting
Payments Ahead) and all Net Liquidation Proceeds within two Business Days after
receipt thereof. Notwithstanding the foregoing, for so long as the Monthly
Remittance Conditions are satisfied, the Servicer shall not be required to remit
such collections to the Collection Account on the foregoing daily basis but
shall be entitled to retain such collections, without segregation from its other
funds, until the Business Day before each Payment Date at which time the
Servicer shall remit all such collections in respect of the related Collection
Period to the Collection Account in immediately available funds. Commencing
with the first day of the first Collection Period that begins at least two
Business Days after the day on which any Monthly Remittance Condition ceases to
be satisfied and for so long as any Monthly Remittance Conditions is not
satisfied, all collections then held by the Servicer shall be immediately
deposited into the Collection Account and all future collections on or in
respect of the Receivables and all Net Liquidation Proceeds shall be remitted by
the Servicer to the Collection Account on a daily basis within two Business Days
after receipt thereof.

(b) Except as otherwise provided in this Agreement, the Servicer shall
deposit all Payments Ahead in the Collection Account within two Business Days
after receipt thereof, which Payments Ahead shall be transferred to the Payahead
Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long
as all Monthly Remittance Conditions are satisfied, the Servicer will not be
required to deposit Payments Ahead in the Payahead Account within two Business
Days after receipt thereof but shall be entitled to retain such Payments Ahead,
without segregation from its other funds, until such time as the Servicer shall
be required to remit Applied Payments Ahead to the Collection Account pursuant
to Section 5.06(a)(i). Commencing with the first day of the first Collection
Period that begins at least two Business Days after the day on which any Monthly
Remittance Condition ceases to be satisfied and for so long as all Monthly
Remittance Conditions are not satisfied, all Payments Ahead then held by the
Servicer shall be immediately deposited into the Payahead Account and all future
Payments Ahead shall be remitted by the Servicer to the Payahead Account within
two Business Days after receipt thereof.

(c) The Servicer shall give the Owner Trustee, the Indenture Trustee
and each Rating Agency written notice of the failure of any Monthly Remittance
Condition (and any subsequent curing of a failed Monthly Remittance Condition)
as soon as practical after the occurrence thereof. Notwithstanding the failure
of any Monthly Remittance Condition, the Servicer may

utilize an alternative collection or Payment Ahead remittance schedule (which
may be the remittance schedule previously utilized prior to the failure of
such Monthly Remittance Condition), if the Servicer provides to the Owner
Trustee and Indenture Trustee written confirmation from each Rating Agency
that such alternative remittance schedule will not result in the
qualification, reduction or withdrawal of the rating then assigned to any
Class of Notes or the Certificates.

SECTION 5.03 APPLICATION OF COLLECTIONS. As of the Business Day
immediately preceding the related Payment Date, all collections for the related
Collection Period shall be applied by the Servicer as follows:

(a) With respect to each Receivable (other than an Administrative
Receivable or a Warranty Receivable), payments made by or on behalf of the
Obligor which are not Supplemental Servicing Fees shall be applied first to
reimburse the Servicer for Outstanding Advances made with respect to such
Receivable (each such payment, an "Overdue Payment"). Next, the amount of any
payment in excess of Supplemental Servicing Fees and Outstanding Advances with
respect to such Receivable shall be applied to the Scheduled Payment with
respect to such Receivable. If the amount of such payment remaining after the
applications described in the two preceding sentences (i) equals (together with
any Deferred Prepayment) the unpaid principal balance of such Receivable, it
shall be applied to prepay the principal balance of such Receivable, or (ii) is
less than the unpaid principal balance of such Receivable, it shall constitute
an Excess Payment with respect to such Receivable.

(b) With respect to each Administrative Receivable and Warranty
Receivable, payments made by or on behalf of the Obligor shall be applied in the
same manner, except that any Released Administrative Amount or Released Warranty
Amount shall be remitted to the Servicer or the Seller, as applicable. A
Warranty Purchase Payment or an Administrative Purchase Payment with respect to
any Receivable shall be applied, first, to reduce Outstanding Advances with
respect to such Receivable and then to the Scheduled Payment, in each case to
the extent that the payments by the Obligor shall be insufficient, and then to
prepay the unpaid principal balance of such Receivable in full.

SECTION 5.04 ADVANCES.

(a) As of the close of business on the last day of each Collection
Period, if the payments by or on behalf of the Obligor on a Precomputed
Receivable (other than an Administrative Receivable or a Warranty Receivable)
after application under Section 5.03(a) shall be less than the Scheduled Payment
(determined as of the Closing Date), whether as a result of any modification or
extension granted to the Obligor or otherwise, then the Deferred Prepayment, if
any, with respect to such Precomputed Receivable shall be applied by the
Servicer to the extent of the shortfall, and such Deferred Prepayment shall be
reduced accordingly. Subject to the provisions of the last sentence of this
paragraph, the Servicer shall deposit an amount equal to such shortfall (each, a
"Precomputed Advance") in the Collection Account on the Business Day immediately
preceding the related Payment Date. In addition, as of the last day of a
Collection Period, if the payments during such Collection Period by or on behalf
of the Obligor on or in respect of a Simple Interest Receivable (other than an
Administrative Receivable or a Warranty Receivable) after application under
Section 5.03(a)

shall be less than the Scheduled Payment (determined as of the Closing Date),
whether as a result of any modification or extension granted to the Obligor
or otherwise, then an amount equal to the product of the principal balance of
such Receivable as of the first day of the related Collection Period and
one-twelfth of its Annual Percentage Rate minus the amount of interest
actually received on such Receivable during the Collection Period (each, a
"Simple Interest Advance") shall be deposited by the Servicer into the
Collection Account on the Business Day immediately preceding the related
Payment Date. If such a calculation in respect of a Simple Interest
Receivable results in a negative number, an amount equal to such negative
amount shall be paid to the Servicer in reimbursement of any outstanding
Simple Interest Advances made with respect to such Receivable. In addition,
in the event that a Simple Interest Receivable becomes a Liquidated
Receivable, the amount of accrued and unpaid interest thereon (but not
including interest for the current Collection Period) shall, up to the amount
of any outstanding Simple Interest Advances made with respect to such
Receivable, be withdrawn from the Collection Account and paid to the Servicer
in reimbursement of such outstanding Simple Interest Advances. No Advances
will be made with respect to the Principal Balance of Simple Interest
Receivables.

The Servicer shall not be required to make an Advance (other than
a Simple Interest Advance in respect of an interest shortfall arising from the
Prepayment of a Simple Interest Receivable) to the extent that the Servicer, in
its sole discretion, shall determine that such Advance is unlikely to be
recovered from subsequent payments made by or on behalf of the related Obligor,
Liquidation Proceeds, by the Administrative Purchase Payment or by the Warranty
Purchase Payment with respect to such Receivable or otherwise.

(b) The Servicer shall be entitled to reimbursement for Outstanding
Advances, without interest, with respect to a Receivable from the following
sources with respect to such Receivable: (i) subsequent payments made by or on
behalf of the related Obligor, (ii) Liquidation Proceeds and (iii) the Warranty
Purchase Payment; PROVIDED, HOWEVER, that in the case of Advances made pursuant
to Section 4.02, the Servicer shall be entitled to reimbursement only from
amounts received in respect of such Receivable that are in excess of the amount
of the Scheduled Payment in the related Collection Period.

(c) To the extent that the Servicer has determined that any
Outstanding Advance is a Nonrecoverable Advance, the Servicer may, in the
relevant Servicer's Certificate, set forth the amount of such Nonrecoverable
Advance, and on the related Payment Date, the Relevant Trustee shall promptly
remit to the Servicer from Actual Payments on deposit in the Collection Account
an amount equal to the amount of such Nonrecoverable Advance. The Servicer's
determination of Available Collections for any Collection Period shall take into
account the amount of Nonrecoverable Advances specified in any such Officer's
Certificate.

(d) For so long as the Monthly Remittance Conditions are satisfied, in
lieu of causing the Servicer first to deposit and then the Relevant Trustee to
remit to the Servicer the amounts described in clauses (i) through (iv) in
Section 5.04(b) reimbursable in respect on Outstanding Advances, or the amounts
described in Section 5.04(c) applicable in respect of Nonrecoverable Advances,
the Servicer may deduct such amounts from deposits otherwise to be made into the
Collection Account.

SECTION 5.05 ADDITIONAL DEPOSITS. (a) The following additional
deposits shall be made to the Collection Account: (i) the Seller shall remit
the aggregate Warranty Purchase Payments with respect to Warranty Receivables
pursuant to Section 3.02, (ii) the Servicer shall remit the aggregate
Administrative Purchase Payments with respect to Administrative Receivables
pursuant to Section 4.08 and the amount required upon any optional purchase of
the Receivables by the Servicer, or any successor to the Servicer, pursuant to
Section 9.01; (iii) the Servicer shall remit (A) the amount required to be
remitted in respect of certain full Prepayments pursuant to Section 4.03 and (B)
the aggregate Advances pursuant to Sections 4.02, 4.03 and 5.04(a), and (C) the
amount of Payaheads and Applied Payaheads withdrawn by the Servicer or Indenture
Trustee at the direction of the Servicer from the Payahead Account for
application with respect to such Collection Period; and (iv) the Indenture
Trustee shall transfer the amounts described in Sections 5.06 and 5.07 from the
Reserve Account to the Collection Account or Principal Distribution Account
pursuant to Section 5.07.

(b) All deposits required to be made pursuant to this Section
by the Seller or the Servicer, as the case may be, may be made in the form of a
single deposit and shall be made in immediately available funds, no later than
5:00 P.M., New York City time, on the Business Day immediately preceding the
related Payment Date. At the direction of the Servicer, the Relevant Trustee
shall invest such amounts in Eligible Investments maturing not later than 3:00
P.M. New York City Time, on the related Payment Date.

SECTION 5.06 PAYMENTS AND DISTRIBUTIONS.

(a) On each Payment Date, the Indenture Trustee shall cause to be made
the following transfers and distributions in immediately available funds in the
amounts set forth in the Servicer's Certificate for such Payment Date (except
that if the Collection Account, Principal Distribution Account, Payahead Account
and Reserve Fund are not all maintained by the Indenture Trustee, transfers to
be made between such accounts as described in Section 5.05, 5.06 and 5.07 shall
be made on the Business Day immediately preceding each Payment Date):

(i) from the Payahead Account (or directly from the Servicer in
the case of Payments Ahead held by the Servicer pursuant to Section
5.02(a) or (b)) to the Collection Account, the aggregate Applied Payments
Ahead; and

(ii) if the Servicer is not permitted to hold Payments Ahead
pursuant to Section 5.02(a) or (b), from the Collection Account to the
Payahead Account, the aggregate Payments Ahead for the related Collection
Period.

(b) On each Determination Date, the Servicer shall calculate the
Available Collections and the amounts to be paid to Noteholders of each Class
and the Certificateholders pursuant to Section 5.06(c), and all other
distributions, deposits and withdrawals to be made on the related Payment Date.

(c) Subject to Sections 5.06(d) and 5.06(e), on each Payment Date, the
Relevant Trustee shall make the following payments and distributions from the
Collection Account in the following order of priority and in the amounts set
forth in the Servicer's Certificate for such

Payment Date; PROVIDED, HOWEVER, that such payments and distributions shall
be made only from those funds deposited in the Collection Account for the
related Collection Period:

(i) from Available Collections:

(A) to the Servicer, the Total Servicing Fee (including any
unpaid Total Servicing Fees from one or more prior Collection Periods);

(B) on a pro rata basis (based on the amounts distributable
pursuant to this clause to each such Class), to the Holders of the Class
A-1 Notes, the Class A-1 Interest Distributable Amount and any
outstanding Class A-1 Interest Carryover Shortfall, to the Holders of the
Class A-2 Notes, the Class A-2 Interest Distributable Amount and any
outstanding Class A-2 Interest Carryover Shortfall, and to the Holders of
the Class A-3 Notes, the Class A-3 Interest Distributable Amount and any
outstanding Class A-3 Interest Carryover Shortfall;

(D) to the Holders of the Class B Notes, the Class B Interest
Distributable Amount and any outstanding Class B Interest Carryover
Shortfall;

(E) to the Principal Distribution Account, the Second Priority
Principal Distribution Amount;

(F) to the Holders of the Class C Notes, the Class C Interest
Distributable Amount and any outstanding Class C Interest Carryover
Shortfall;

(G) to the Principal Distribution Account, the Regular
Principal Distribution Amount;

(H) to the Reserve Account, the amount, if any, necessary to
cause the balance of funds therein to equal the Specified Reserve Account
Balance; and

(I) any remaining amounts will be distributed to the
Certificateholders.

(ii) from the amounts deposited into the Principal Distribution Account
from the allocations of principal described in clauses (i)(C), (E) and (G)
above, the Issuer will pay principal of the Securities in the following
priority:

(A) to the Holders of Class A-1 Notes, until the total amount
paid to such Holders in respect of principal from the Closing Date is
equal to the Class A-1 Initial Principal Balance;

(B) to the Holders of Class A-2 Notes, until the total amount
paid to such Holders in respect of principal from the Closing Date is
equal to the Class A-2 Initial Principal Balance;

(C) to the Holders of the Class A-3 Notes, the amount required
to reduce the Class A-3 Principal Balance to 89.097% of the excess of the
Pool Balance as of the close of business on the last day of the related
Collection Period over the Certificate Balance as of the open of business
on such Payment Date;

(D) to the Holders of the Class B Notes, the amount required to
reduce the Class B Principal Balance to 7.055% of the excess of the Pool
Balance as of the close of business on the last day of the related
Collection Period over the Certificate Balance as of the open of business
on such Payment Date;

(E) to the Holders of the Class C Notes, the amount required to
reduce the Class C Principal Balance to 3.848% of the excess of the Pool
Balance as of the close of business on the last day of the related
Collection Period over the Certificate Balance as of the open of business
on such Payment Date;

(F) after the total amount paid to Holders of the Class A-3
Notes in respect of principal from the Closing Date is equal to the Class
A-3 Initial Principal Balance, the total amount paid to Holders of the
Class B Notes in respect of principal from the Closing Date is equal to
the Class B Initial Principal Balance and the total amount paid to
Holders of the Class C Notes in respect of principal from the Closing
Date is equal to the Class C Initial Principal Balance, any remaining
funds will be paid to the Certificateholders.

(d) Notwithstanding the provisions of Section 5.06(c), after an Event
of Default relating to (i) the payment of principal to any Holder of Notes or
(ii) the payment of any interest on any Class of Notes that lasts for five or
more days and results in the acceleration of any Class of Notes occurs, or upon
the occurrence of an Insolvency Event relating to the Seller, on each Payment
Date, the Relevant Trustee shall make the following payments and distributions
from the Collection Account in the following order of priority and in the
amounts set forth in the Servicer's Certificate for such Payment Date; PROVIDED,
HOWEVER, that such payments and distributions shall be made only from Available
Collections deposited in the Collection Account for the related Collection
Period:

(i) to the Servicer, the Total Servicing Fee (including any
unpaid Total Servicing Fees from one or more prior Collection Periods);

(ii) on a pro rata basis (based on the amounts distributable
pursuant to this clause to each such Class), to the Holders of the Class
A-1 Notes, the Class A-1 Interest Distributable Amount and any
outstanding Class A-1 Interest Carryover Shortfall, to the Holders of the
Class A-2 Notes, the Class A-2 Interest Distributable Amount and any
outstanding Class A-2 Interest Carryover Shortfall, and to the Holders of
the Class A-3 Notes, the Class A-3 Interest Distributable Amount and any
outstanding Class A-3 Interest Carryover Shortfall;

(iii) to the Holders of Class A-1 Notes, until the total amount
paid to such Holders in respect of principal from the Closing Date is
equal to the Class A-1 Initial Principal Balance;

(iv) to the Holders of Class A-2 Notes and Class A-3 Notes, on a
pro rata basis (based on the Outstanding Amount of each such Class),
until the total amount paid to such Holders in respect of principal from
the Closing Date is equal to the Class A-2 Initial Principal Balance and
the Class A-3 Initial Principal Balance, respectively;

(v) to the Holders of the Class B Notes, the Class B Interest
Distributable Amount and any outstanding Class B Interest Carryover
Shortfall;

(vi) to the Holders of Class B Notes, until the total amount
paid to such Holders in respect of principal from the Closing Date is
equal to the Class B Initial Principal Balance;

(vii) to the Holders of the Class C Notes, the Class C Interest
Distributable Amount and any outstanding Class C Interest Carryover
Shortfall;

(viii) to the Holders of Class C Notes, until the total amount
paid to such Holders in respect of principal from the Closing Date is
equal to the Class C Initial Principal Balance; and

(ix) any remaining amounts will be distributed to the
Certificateholders.

(e) Notwithstanding the provisions of Section 5.06(c), after any Event
of Default not specified in Section 5.06(d) occurs that results in the
acceleration of the Notes, on each Payment Date, the Relevant Trustee shall make
the following payments and distributions from the Collection Account in the
following order of priority and in the amounts set forth in the Servicer's
Certificate for such Payment Date; PROVIDED, HOWEVER, that such payments and
distributions shall be made only from Available Collections deposited in the
Collection Account for the related Collection Period:

(i) from Available Collections:

(A) to the Servicer, the Total Servicing Fee (including any
unpaid Total Servicing Fees from one or more prior Collection Periods);

(D) to the Holders of the Class B Notes, the Class B Interest
Distributable Amount and any outstanding Class B Interest Carryover
Shortfall;

(E) to the Principal Distribution Account, the Second Priority
Principal Distribution Amount;

(F) to the Holders of the Class C Notes, the Class C Interest
Distributable Amount and any outstanding Class C Interest Carryover
Shortfall;

(G) to the Principal Distribution Account, the Regular
Principal Distribution Amount;

(H) to the Reserve Account, the amount, if any, necessary to
cause the balance of funds therein to equal the Specified Reserve Account
Balance; and

(I) any remaining amounts will be deposited into the Principal
Distribution Account.

(A) to the Holders of Class A-1 Notes, until the total amount
paid to such Holders in respect of principal from the Closing Date is
equal to the Class A-1 Initial Principal Balance;

(B) to the Holders of Class A-2 Notes and Class A-3 Notes, on a
pro rata basis (based on the Outstanding Amount of each such Class),
until the total amount paid to such Holders in respect of principal from
the Closing Date is equal to the Class A-2 Initial Principal Balance and
the Class A-3 Initial Principal Balance, respectively;

(C) to the Holders of the Class B Notes until the total amount
paid to such Holders in respect of principal from the Closing Date is
equal to the Class B Initial Principal Balance;

(D) to the Holders of the Class C Notes until the total amount
paid to such Holders in respect of principal from the Closing Date is
equal to the Class C Initial Principal Balance;

(E) after the total amount paid to Holders of the Class C Notes
in respect of principal from the Closing Date is equal to the Class C
Initial Principal Balance, any remaining funds will be paid to the
Certificateholders.

(f) For purposes of determining whether an Event of Default pursuant
to Section 5.01(d) of the Indenture has occurred, the amount of principal
required to be paid to the Holders of any Class of Notes on any Payment Date is
the amount available to be paid thereto pursuant to Sections 5.05(c), (d) and
(e); provided however that (i) the Class A-1 Notes are required to be paid in
full on or before the Class A-1 Final Scheduled Payment Date, meaning that
Holders of Class A-1 Notes are entitled to have received on or before such date
payments in respect of principal in an aggregate amount equal to the Class A-1
Initial Principal Balance together with all interest accrued thereon through
such date; (ii) the Class A-2 Notes are required to be paid in

full on or before the Class A-2 Final Scheduled Payment Date, meaning that
Holders of Class A-2 Notes are entitled to have received on or before such
date payments in respect of principal in an aggregate amount equal to the
Class A-2 Initial Principal Balance together with all interest accrued
thereon through such date, (iii) the Class A-3 Notes are required to be paid
in full on or before the Class A-3 Final Scheduled Payment Date, meaning that
Holders of Class A-3 Notes are entitled to have received on or before such
date payments in respect of principal in an aggregate amount equal to the
Class A-3 Initial Principal Balance together with all interest accrued
thereon through such date; (iv) the Class B Notes are required to be paid in
full on or before the Class B Final Scheduled Payment Date, meaning that
Holders of Class B Notes are entitled to have received on or before such date
payments in respect of principal in an aggregate amount equal to the Class B
Initial Principal Balance together with all interest accrued thereon through
such date and (v) the Class C Notes are required to be paid in full on or
before the Class C Final Scheduled Payment Date, meaning that Holders of
Class C Notes are entitled to have received on or before such date payments
in respect of principal in an aggregate amount equal to the Class C Initial
Principal Balance together with all interest accrued thereon through such
date.

(g) Except with respect to the final payment upon retirement of a Note
or Certificate, the Servicer shall on each Payment Date instruct the Relevant
Trustee to pay or distribute to each Securityholder of record on the related
Record Date by check mailed to such Securityholder at the address of such Holder
appearing in the Certificate Register or Note Register, as the case may be, (or,
if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire
transfer of immediately available funds or pursuant to other arrangements), the
amount to be paid or distributed to such Securityholder pursuant to such
Holder's Note or Certificate. With respect to the final payment upon retirement
of a Note or Certificate, the Servicer shall on the relevant final Payment Date
instruct the Relevant Trustee to pay or distribute the amounts due thereon only
upon delivery for cancellation of the certificate representing such Note or
Certificate in accordance with the Indenture or the Trust Agreement, as the case
may be.

SECTION 5.07 RESERVE ACCOUNT. In order to assure that certain amounts
will be available to make required payments to Noteholders, the Seller will,
pursuant to the Securities Account Control Agreement and the Indenture,
establish and maintain with the Indenture Trustee a segregated trust account
(the "Reserve Account") which will include the money and other property
deposited and held therein pursuant to Sections 5.06(c) and (e) and this
Section. On or prior to the Closing Date, the Seller shall deposit an amount
equal to the Reserve Account Initial Deposit into the Reserve Account. As and
to the extent set forth in Section 5.06(c) and (e), as directed in writing by
the Servicer, the Indenture Trustee will deposit Available Collections into the
Reserve Account on each Payment Date, until the amount on deposit therein equals
the Specified Reserve Account Balance. On each Payment Date, to the extent that
Available Collections are insufficient to fully fund the payments and
distributions described in clauses (i)(A) through (F) of Section 5.06(c), in
clauses (i) through (viii) of Section 5.06(d) or clauses (i)(A) through F) of
Section 5.06(e), the Indenture Trustee will withdraw amounts then on deposit in
the Reserve Account (excluding net investment income on Eligible Investments
which amounts are payable to the Seller therefrom), up to the amounts of any
such deficiencies, and deposit such amounts into the Collection Account for
application pursuant to such clauses. Also on each Payment Date, as directed in
writing by the Servicer, the Indenture Trustee will release to the Seller any
amounts remaining on deposit in the Reserve Account in excess of the Specified
Reserve Account Balance. Also, upon the termination of the trusts established
under the Trust Agreement and the Indenture, as directed in writing by the
Servicer, the Indenture Trustee will release to the Seller any amounts remaining
on deposit in the Reserve Account. Upon any such distribution to the Seller,
the Issuer, Owner Trustee, Certificateholders, Indenture Trustee and Noteholders
will have no further rights in, or claims to, such amounts.

All amounts held in the Reserve Account shall be invested by the
Indenture Trustee, as directed in writing by the Servicer, in Eligible
Investments. Earnings on investment of funds in the Reserve Account shall be
paid to the Seller on each Payment Date, and losses and any investment expenses
shall be charged against the funds on deposit therein. The Indenture Trustee
shall incur no liability for the selection of investments or for losses thereon
absent its own negligence or willful misfeasance. The Indenture Trustee shall
have no liability in respect of losses incurred as a result of the liquidation
of any investment prior to its stated maturity date or the failure of the
Servicer to provide timely written investment directions.

Subject to the right of the Indenture Trustee to make withdrawals
therefrom, as directed by the Servicer, for the purposes and in the amounts set
forth in Section 5.06, the Reserve Account and all funds held therein shall be
the property of the Seller and not the property of the Issuer, the Owner Trustee
or the Indenture Trustee. The Issuer, Owner Trustee, Seller and Indenture
Trustee will treat the Reserve Account, all funds therein and all net investment
income with respect thereto as assets of the Seller for federal income tax and
all other purposes.

The Seller will grant to the Indenture Trustee, for the benefit of the
Noteholders, a security interest in all funds (including Eligible Investments)
in the Reserve Account (including the Reserve Account Initial Deposit) and the
proceeds thereof, and the Indenture Trustee shall have all of the rights of a
secured party under the UCC with respect thereto; provided that all income from
the investment of funds in the Reserve Account and the right to receive such
income are retained by the Seller and are not transferred, assigned or otherwise
conveyed hereunder. If for any reason the Reserve Account is no longer an
Eligible Deposit Account, the

Indenture Trustee shall promptly cause the Reserve Account to be moved to
another institution or otherwise changed so that the Reserve Account becomes
an Eligible Deposit Account.

Neither the Owner Trustee nor the Indenture Trustee shall enter into any
subordination or intercreditor agreement with respect to the Reserve Account.

SECTION 5.08 STATEMENTS TO CERTIFICATEHOLDERS AND NOTEHOLDERS.

(a) On each Payment Date, the Servicer shall provide to the Indenture
Trustee (with a copy to the Rating Agencies and each Paying Agent) for the
Indenture Trustee to forward to each Noteholder of record as of the most recent
Record Date and to the Owner Trustee (with a copy to each Paying Agent) for the
Owner Trustee to forward to each Certificateholder of record as of the most
recent Record Date a statement substantially in the form of Exhibit A, setting
forth at least the following information as to the Notes and the Certificates to
the extent applicable:

(i) the amount paid or distributed in respect of interest in
respect of each Class of Notes;

(ii) the amount paid or distributed in respect of principal on
or with respect to each Class of Notes;

(iii) the amount paid or distributed to the Certificateholders;

(iv) the Pool Balance as of the close of business on the last
day of the preceding Collection Period;

(v) the Outstanding Amount, the Class A-1 Principal Balance,
the Class A-2 Principal Balance, the Class A-3 Principal Balance, the
Class B Principal Balance, the Class C Principal Balance, the Certificate
Balance, the Note Pool Factor for each Class of Notes, in each case after
giving effect to all payments in respect of principal on such Payment
Date;

(vi) the amount of the Servicing Fee paid to the Servicer with
respect to the related Collection Period;

(vii) the amount of any Class A-1 Interest Carryover Shortfall,
Class A-2 Interest Carryover Shortfall, Class A-3 Interest Carryover
Shortfall, Class B Interest Carryover Shortfall and Class C Interest
Carryover Shortfall after giving effect to all payments of interest on
such Payment Date, and the change in such amounts from the preceding
Payment Date;

(viii) the aggregate amount of Payments Ahead on deposit in the
Payahead Account or held by the Servicer with respect to the related
Receivables and the change in such amount from the immediately preceding
Payment Date;

(ix) the amount of Advances made in respect of the related
Receivables and the related Collection Period and the amount of
unreimbursed Advances on such Payment Date; and

(x) the balance of any Reserve Account on such Payment Date and
the Specified Reserve Account Amount on such Payment Date, after giving
effect to changes thereto on such Payment Date.

SECTION 5.09 NET DEPOSITS. As an administrative convenience, the
Seller, the Servicer, the Owner Trustee and the Indenture Trustee may make any
remittances pursuant to this Article net of amounts to be distributed by the
applicable recipient to such remitting party. Nonetheless, each such party
shall account to the Owner Trustee, the Indenture Trustee, the Noteholders and
the Certificateholders for all of the above described remittances, payments and
distributions as if all deposits, payments, distributions and transfers were
made individually.

ARTICLE VI

THE SELLER

SECTION 6.01 REPRESENTATIONS OF SELLER. The Seller makes the following
representations on which the Issuer is deemed to have relied in acquiring the
Receivables. The representations speak as of the execution and delivery of this
Agreement and as of the Closing Date, and shall survive the sale of the
Receivables to the Issuer and the pledge thereof to the Indenture Trustee
pursuant to the Indenture.

(a) ORGANIZATION AND GOOD STANDING. The Seller shall have been duly
organized and shall be validly existing as a corporation in good standing under
the laws of the State of California, with corporate power and authority to own
its properties and to conduct its business as such properties shall be currently
owned and such business is presently conducted, and had at all relevant times,
and shall now have, corporate power, authority and legal right to acquire, own
and sell the Receivables.

(b) DUE QUALIFICATION. The Seller shall be duly qualified to do
business as a foreign corporation in good standing, and shall have obtained all
necessary licenses and approvals in all jurisdictions in which the ownership or
lease of property or the conduct of its business shall require such
qualifications and where the failure to so qualify will have a material adverse
effect on the ability of the Seller to conduct its business or perform its
obligations under this Agreement.

(c) POWER AND AUTHORITY. The Seller shall have the corporate power
and authority to execute and deliver this Agreement and to carry out its terms;
the Seller shall have full corporate power and authority to sell and assign the
property to be sold and assigned to and deposited as part of the Owner Trust
Estate or Trust Estate, as the case may be, and shall have duly authorized such
sale and assignment to the Issuer, the Owner Trustee or the Indenture Trustee,
as the case may be; and the execution, delivery and performance of this
Agreement shall have been duly authorized by the Seller by all necessary
corporate action.

(d) VALID SALE; BINDING OBLIGATIONS. This Agreement shall evidence a
valid sale, transfer and assignment of the Receivables, enforceable against
creditors of and purchasers from the Seller; and shall constitute a legal, valid
and binding obligation of the Seller enforceable in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,

reorganization or other similar laws affecting creditors' rights generally or
by general equity principles.

(e) NO VIOLATION. The consummation of the transactions contemplated
by this Agreement and the fulfillment of the terms of this Agreement shall not
conflict with, result in any breach of any of the terms and provisions of, nor
constitute (with or without notice or lapse of time) a default under, the
articles of incorporation or bylaws of the Seller or any indenture, agreement or
other instrument to which the Seller is a party or by which it shall be bound;
nor result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than the Basic Documents), nor violate any law or, to the best of the
Seller's knowledge, any order, rule or regulation applicable to the Seller of
any court or of any federal or state regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over the Seller or its
properties which breach, default, conflict, lien or violation would have a
material adverse effect on the earnings, business affairs or business prospects
of the Seller.

(f) NO PROCEEDINGS. There is no action, suit or proceeding before or
by any court or governmental agency or body, domestic or foreign, now pending,
or to the Seller's knowledge, threatened, against or affecting the Seller: (i)
asserting the invalidity of this Agreement, the Trust Agreement, the Indenture,
the Securities Account Control Agreement, the Certificates or the Notes, (ii)
seeking to prevent the issuance of the Certificates or the Notes or the
consummation of any of the transactions contemplated by this Agreement, the
Trust Agreement or the Indenture, (iii) seeking any determination or ruling that
might materially and adversely affect the performance by the Seller of its
obligations under, or the validity or enforceability of, this Agreement, the
Trust Agreement, the Indenture, the Certificates or the Notes, or (iv) relating
to the Seller and which might adversely affect the federal income tax attributes
of the Issuer, the Certificates or the Notes.

SECTION 6.02 CORPORATE EXISTENCE. During the term of this Agreement,
the Seller will keep in full force and effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation and will obtain and preserve its qualification to do business in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of the Basic Documents and each other
instrument or agreement necessary or appropriate to the proper administration of
this Agreement and the transactions contemplated hereby. In addition, all
transactions and dealings between the Seller and its Affiliates (including the
Issuer) will be conducted on an arm's length basis.

SECTION 6.03 LIABILITY OF SELLER; INDEMNITIES. The Seller shall be
liable in accordance herewith only to the extent of the obligations specifically
undertaken by the Seller under this Agreement.

(a) The Seller shall indemnify, defend and hold harmless the Issuer,
the Owner Trustee, the Indenture Trustee and the Servicer and any of the
officers, directors, employees and agents of the Issuer, the Owner Trustee and
the Indenture Trustee from and against any taxes that may at any time be
asserted against any such Person with respect to the transactions contemplated
herein and in the Basic Documents, including any sales, gross receipts, general
corporation, tangible personal property, privilege or license taxes (but, in the
case of the Issuer,

not including any taxes asserted with respect to, and as of the date of, the
sale of the Receivables to the Issuer or the issuance and original sale of
the Certificates and the Notes, or asserted with respect to ownership of the
Receivables or federal or other income taxes arising out of payments or
distributions on the Certificates or the Notes) and costs and expenses in
defending against the same.

(b) The Seller shall indemnify, defend and hold harmless the Issuer,
the Owner Trustee, the Indenture Trustee, the Issuer, the Certificateholders and
the Noteholders and any of the officers, directors, employees and agents of the
Issuer, the Owner Trustee and the Indenture Trustee from and against any loss,
liability or expense incurred by reason of (i) the Seller's willful misfeasance,
bad faith or negligence in the performance of its duties under this Agreement,
or by reason of reckless disregard of its obligations and duties under this
Agreement and (ii) the Seller's or the Issuer's violation of federal or state
securities laws in connection with the offering and sale of the Notes and the
Certificates.

(c) Except as set forth in clause (a) above, the Seller shall pay
any and all taxes levied or assessed upon all or any part of the Owner Trust
Estate.

Indemnification under this Section shall survive the resignation or
removal of the Owner Trustee or the Indenture Trustee and the termination of
this Agreement and shall include reasonable fees and expenses of counsel and
expenses of litigation. If the Seller shall have made any indemnity payments
pursuant to this Section and the Person to or on behalf of whom such payments
are made thereafter shall collect any of such amounts from others, such Person
shall promptly repay such amounts to the Seller, without interest.

SECTION 6.04 MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, SELLER. Any Person (a) into which the Seller may be merged or
consolidated, (b) which may result from any merger or consolidation to which the
Seller shall be a party or (c) which may succeed to the properties and assets of
the Seller substantially as a whole, which person in any of the foregoing cases
executes an agreement of assumption to perform every obligation of the Seller
under this Agreement, shall be the successor to the Seller hereunder without the
execution or filing of any document or any further act by any of the parties to
this Agreement; provided, however, that (i) immediately after giving effect to
such transaction, no representation or warranty made pursuant to Section 6.01
shall have been breached (except that the representations regarding the due
organization and valid existence of the successor may be deemed to reference
jurisdictions other than California), (ii) the Seller shall have delivered to
the Owner Trustee and the Indenture Trustee an Officers' Certificate and an
Opinion of Counsel each stating that such consolidation, merger or succession
and such agreement of assumption comply with this Section and that all
conditions precedent, if any, provided for in this Agreement relating to such
transaction have been complied with, (iii) the Seller shall have given 10 days'
written notice to each Rating Agency of its intent or expectation to enter such
transaction and neither Rating Agency shall have notified the Seller, the Owner
Trustee or the Indenture Trustee that such transaction might or would cause it
to reduce, withdraw or modify its then current rating of any Class of Notes and
(iv) the Seller shall have delivered to the Owner Trustee and the Indenture
Trustee an Opinion of Counsel either (A) stating that, in the opinion of such
counsel, all financing statements and continuation statements and amendments
thereto have been executed and filed that are necessary fully to preserve and
protect the interest of the Owner Trustee and Indenture Trustee,

respectively, in the Receivables and reciting the details of such filings, or
(B) stating that, in the opinion of such counsel, no such action shall be
necessary to preserve and protect such interests. Notwithstanding anything
herein to the contrary, the execution of the foregoing agreement of
assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall
be conditions to the consummation of the transactions referred to in clauses
(a), (b) or (c) above.

SECTION 6.05 LIMITATION ON LIABILITY OF SELLER AND OTHERS. The Seller
and any director, officer, employee or agent of the Seller may rely in good
faith on the advice of counsel or on any document of any kind, prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Seller shall not be under any obligation to appear in, prosecute
or defend any legal action that shall not be incidental to its obligations under
this Agreement and that in its opinion may involve it in any expense or
liability.

SECTION 6.06 SELLER MAY OWN CERTIFICATES OR NOTES. The Seller and any
Affiliate thereof may in its individual or any other capacity become the owner
or pledgee of Certificates or Notes with the same rights as it would have if it
were not the Seller or an Affiliate thereof, except as expressly provided in any
Basic Document.

ARTICLE VII

THE SERVICER

SECTION 7.01 REPRESENTATIONS OF SERVICER. The Servicer makes the
following representations on which the Issuer is deemed to have relied in
acquiring the Receivables. The representations speak as of the execution and
delivery of this Agreement and as of the Closing Date, in the case of the
Initial Receivables, if any, and shall survive the sale of the Receivables to
the Issuer and the pledge thereof to the Indenture Trustee pursuant to the
Indenture.

(a) ORGANIZATION AND GOOD STANDING. The Servicer shall have been duly
organized and shall be validly existing as a corporation in good standing under
the laws of the State of California, with corporate power and authority to own
its properties and to conduct its business as such properties shall be currently
owned and such business is presently conducted, and had at all relevant times,
and shall now have, corporate power, authority and legal right to acquire, own
and sell the Receivables.

(b) DUE QUALIFICATION. The Servicer shall be duly qualified to do
business as a foreign corporation in good standing, and shall have obtained all
necessary licenses and approvals in all jurisdictions in which the ownership or
lease of property or the conduct of its business shall require such
qualifications and where the failure to so qualify will have a material adverse
effect on the ability of the Servicer to conduct its business or perform its
obligations under this Agreement.

(c) POWER AND AUTHORITY. The Servicer shall have the corporate power
and authority to execute and deliver this Agreement and to carry out its terms;
and the execution, delivery and performance of this Agreement have been duly
authorized by the Servicer by all necessary corporate action.

(d) BINDING OBLIGATIONS. This Agreement shall constitute a legal,
valid and binding obligation of the Servicer enforceable in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting creditors' rights generally or by
general equity principles.

(e) NO VIOLATION. The consummation of the transactions contemplated
by this Agreement and the fulfillment of the terms of this Agreement shall not
conflict with, result in any breach of any of the terms and provisions of, nor
constitute (with or without notice or lapse of time) a default under, the
articles of incorporation or bylaws of the Servicer or any indenture, agreement
or other instrument to which the Servicer is a party or by which it shall be
bound; nor result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement or other
instrument (other than this Agreement), nor violate any law or, to the best of
the Servicer's knowledge, any order, rule or regulation applicable to the
Servicer of any court or of any federal or state regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the
Servicer or its properties which breach, default, conflict, lien or violation
would have a material adverse effect on the earnings, business affairs or
business prospects of the Servicer.

(f) NO PROCEEDINGS. There is no action, suit or proceeding before or
by any court or governmental agency or body, domestic or foreign, now pending,
or to the Servicer's knowledge, threatened, against or affecting the Servicer:
(i) asserting the invalidity of this Agreement, the Trust Agreement, the
Indenture, the Certificates or the Notes, (ii) seeking to prevent the issuance
of the Certificates or the Notes or the consummation of any of the transactions
contemplated by this Agreement, the Trust Agreement or the Indenture, (iii)
seeking any determination or ruling that might materially and adversely affect
the performance by the Servicer of its obligations under, or the validity or
enforceability of, this Agreement, the Trust Agreement, the Indenture, the
Certificates or the Notes, or (iv) relating to the Servicer and which might
adversely affect the federal income tax attributes of the Issuer, the
Certificates or the Notes.

SECTION 7.02 INDEMNITIES OF SERVICER. The Servicer shall be liable in
accordance herewith only to the extent of the obligations specifically
undertaken by the Servicer under this Agreement:

(a) The Servicer shall indemnify, defend and hold harmless the Seller,
the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders and the
Certificateholders and any of the officers, directors, employees and agents of
the Seller, the Issuer, the Owner Trustee and the Indenture Trustee from and
against any and all costs, expenses, losses, damages, claims and liabilities,
arising out of or resulting from the use, ownership or operation by the Servicer
or any Affiliate thereof of a Financed Vehicle.

(b) The Servicer shall indemnify, defend and hold harmless the Owner
Trustee and the Indenture Trustee and their respective officers, directors,
employees and agents from and against all costs, expenses, losses, claims,
damages and liabilities arising out of or incurred in connection with the
acceptance or performance of the trusts and duties herein and in the Trust
Agreement contained, in the case of the Owner Trustee, and in the Indenture
contained, in the case of the Indenture Trustee, except to the extent that such
cost, expense, loss, claim, damage or

liability: (i) in the case of the Owner Trustee, shall be due to the willful
misfeasance, bad faith or negligence (except for errors in judgment) of the
Owner Trustee or, in the case of the Indenture Trustee, shall be due to the
willful misfeasance, bad faith or negligence (except for errors in judgment)
of the Indenture Trustee; or (ii) in the case of the Owner Trustee, shall
arise from the breach by the Owner Trustee of any of its representations or
warranties set forth in Section 7.03 of the Trust Agreement.

(c) The Servicer shall indemnify, defend and hold harmless the Seller,
the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders and
the Noteholders and any of the officers, directors, employees and agents of the
Seller, the Issuer, the Owner Trustee and the Indenture Trustee from and against
any and all costs, expenses, losses, claims, damages and liabilities (including
without limitation reasonable fees and expenses of counsel) to the extent that
such cost, expense, loss, claim, damage or liability arose out of, or is imposed
upon any such Person through, the negligence, willful misfeasance or bad faith
of the Servicer in the performance of its duties under this Agreement or by
reason of reckless disregard of its obligations and duties under this Agreement,
including those that may be incurred by any such indemnified party as a result
of any act or omission by the Servicer in connection with its maintenance and
custody of the Receivables Files.

(d) Promptly after receipt by a party indemnified under this Section
7.02 (an "Indemnified Party") of notice of the commencement of any action, such
Indemnified Party will, if a claim in respect thereof is to be made against the
party providing indemnification under this Section 7.02 (an "Indemnifying
Party"), notify such Indemnifying Party of the commencement thereof. In case
any such action is brought against any Indemnified Party under this Section 7.02
and it notifies the Indemnifying Party of the commencement thereof, the
Indemnifying Party will assume the defense thereof, with counsel reasonably
satisfactory to such Indemnified Party (who may, unless there is, as evidenced
by an opinion of counsel to the Indemnified Party stating that there is an
unwaivable conflict of interest, be counsel to the Indemnifying Party), and the
Indemnifying Party will not be liable to such Indemnified Party under this
Section for any legal or other expenses subsequently incurred by such
Indemnified Party in connection with the defense thereof, other than reasonable
costs of investigation. The obligations set forth in this Section 7.02 shall
survive the termination of this Agreement or the resignation or removal of the
Servicer, the Owner Trustee or the Indenture Trustee and shall include
reasonable fees and expenses of counsel and expenses of litigation. If the
Servicer shall have made any indemnity payments pursuant to this Section and the
Person to or on behalf of whom such payments are made thereafter collects any of
such amounts from others, such Person shall promptly repay such amounts to the
Servicer, without interest.

For purposes of this Section, in the event of the termination of the
rights and obligations of TMCC (or any successor thereto pursuant to Section
7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer
pursuant to this Agreement, such Servicer shall be deemed to be the Servicer
pending appointment of a successor Servicer (other than the Indenture Trustee)
pursuant to Section 8.02.

SECTION 7.03 MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, SERVICER. Any corporation (i) into which the Servicer may be
merged or consolidated, (ii) which may result from any merger, conversion or
consolidation to which the Servicer shall be a party or

(iii) which may succeed to all or substantially all of the business of the
Servicer, which corporation in any of the foregoing cases executes an
agreement of assumption to perform every obligation of the Servicer under
this Agreement, shall be the successor to the Servicer under this Agreement
without the execution or filing of any paper or any further act on the part
of any of the parties to this; provided, however, that (i) immediately after
giving effect to such transaction, no representation or warranty made
pursuant to Section 7.01 shall have been breached (except that the
representations regarding the due organization and valid existence of the
successor may be deemed to reference jurisdictions other than California),
and no Servicer Default, and no event which, after notice or lapse of time,
or both, would become a Servicer Default, shall have occurred and be
continuing, (ii) the Servicer shall have delivered to the Owner Trustee and
the Indenture Trustee an Officers' Certificate and an Opinion of Counsel each
stating that such consolidation, merger or succession and such agreement of
assumption comply with this Section and that all conditions precedent
provided for in this Agreement relating to such transaction have been
complied with, (iii) the Servicer shall have given 10 days' written notice to
each Rating Agency of its intent or expectation to enter such transaction and
neither Rating Agency shall have notified the Seller, the Owner Trustee or
the Indenture Trustee that such transaction might or would cause it to
reduce, withdraw or modify its then current rating of any Class of Notes,
(iv) immediately after giving effect to such transaction, the successor to
the Servicer shall become the Administrator under the Administration
Agreement in accordance with Section 8 of such Agreement and (v) the Servicer
shall have delivered to the Owner Trustee and the Indenture Trustee an
Opinion of Counsel stating that, in the opinion of such counsel, either (A)
all financing statements and continuation statements and amendments thereto
have been executed and filed that are necessary fully to preserve and protect
the interest of the Owner Trustee and the Indenture Trustee, respectively, in
the Receivables and reciting the details of such filings or (B) no such
action shall be necessary to preserve and protect such interests.
Notwithstanding anything herein to the contrary, the execution of the
foregoing agreement of assumption and compliance with clauses (i), (ii),
(iii), (iv) and (v) above shall be conditions to the consummation of the
transactions referred to in clause (a), (b) or (c) above.

SECTION 7.04 LIMITATION ON LIABILITY OF SERVICER AND OTHERS. Neither
the Servicer nor any of the directors, officers, employees or agents of the
Servicer shall be under any liability to the Seller, the Issuer, the Noteholders
or the Certificateholders, except as provided under this Agreement, for any
action taken or for refraining from the taking of any action pursuant to this
Agreement or for errors in judgment; provided, however, that this provision
shall not protect the Servicer or any such person against any liability that
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties under this Agreement. The Servicer and any director,
officer, employee or agent of the Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by any person
respecting any matters arising under this Agreement.

Except as provided in this Agreement, the Servicer shall not be under any
obligation to appear in, prosecute or defend any legal action that shall not be
incidental to its duties to service the Receivables in accordance with this
Agreement, and that in its opinion may involve it in any expense or liability;
PROVIDED, HOWEVER, that the Servicer may (with the written consent of the Owner
Trustee or Indenture Trustee) undertake any reasonable action that it may deem
necessary or desirable in respect of the Basic Documents and the rights and
duties of the parties to the

Basic Documents and the interests of the Certificateholders under this
Agreement and the Noteholders under the Indenture. In such event, the
reasonable legal expenses and costs for such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust
Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no
Notes are then outstanding) and the Servicer will be entitled to be
reimbursed therefor solely from Available Collections.

SECTION 7.05 TMCC NOT TO RESIGN AS SERVICER. Subject to the provisions
of Section 7.03, TMCC shall not resign from the obligations and duties hereby
imposed on it as Servicer under this Agreement except upon a determination that
the performance of its duties under this Agreement shall no longer be
permissible under applicable law. Notice of any such determination permitting
the resignation of TMCC shall be communicated to the Owner Trustee, the
Indenture Trustee and each Rating Agency at the earliest practicable time (and,
if such communication is not in writing, shall be confirmed in writing at the
earliest practicable time) and any such determination shall be evidenced by an
Opinion of Counsel to such effect delivered to the Owner Trustee and the
Indenture Trustee concurrently with or promptly after such notice. No such
resignation shall become effective until the Indenture Trustee or a successor
Servicer shall have (i) assumed the responsibilities and obligations of TMCC in
accordance with Section 8.02 and (ii) become the Administrator under the
Administration Agreement in accordance with Section 8 of such Agreement.

ARTICLE VIII

DEFAULT

SECTION 8.01 Servicer Default. Each of the following events is a
"Servicer Default":

(a) any failure by the Servicer (or the Seller, so long as TMCC is the
Servicer) to deliver to the Relevant Trustee for deposit in the Collection
Account, Payahead Account or Reserve Fund any required payment or to direct the
Relevant Trustee to make any required payment or distribution therefrom, which
failure continues unremedied for a period of three Business Days after discovery
of the failure by an officer of the Servicer or written notice of such failure
is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer)
from the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the
Servicer, as the case may be, and to the applicable Owner Trustee and Indenture
Trustee by the Holders of Notes evidencing not less than 25% of the Class A
Notes, acting as a single Class (or if the Class A Notes are no longer
outstanding, the Class B Notes, or if the Class A Notes and Class B Notes are no
longer outstanding, the Class C Notes), excluding for purposes of such
calculation and action all Securities held or beneficially owned by TMCC, TMCRC
or any of their affiliates (provided that such event will not be a Servicer
Default if (A) such failure or delay is caused by an event of force majeure, (B)
does not continue for more than 10 Business Days, (C) during such period the
Servicer uses all commercially reasonable efforts to perform its obligations
under this Agreement and (D) the Servicer provides to the Owner Trustee,
Indenture Trustee, Seller and Securityholders prompt notice of such failure or
delay that includes a description of the Servicer's efforts to remedy such
failure or delay);

(b) failure by the Servicer or the Seller, as the case may be, duly
to observe or to perform in any material respect any other covenants or
agreements of the Servicer or the Seller (as the case may be) set forth in
this Agreement, which failure shall materially and adversely affect the
rights of Certificateholders or Noteholders and shall continue unremedied for
a period of 90 days after the date on which written notice of such failure is
received (i) by the Servicer (or the Seller, so long as TMCC is the
Servicer) from the Owner Trustee or the Indenture Trustee or (ii) to the
Seller or the Servicer, as the case may be, and to the Owner Trustee and
Indenture Trustee by the holders of Notes evidencing not less than 25% of the
Class A Notes, acting together as a single Class (or if the Class A Notes are
no longer outstanding, the Class B Notes, or if the Class A Notes and Class B
Notes are no longer outstanding, the Class C Notes), excluding for purposes
of such calculation and action all Securities held or beneficially owned by
TMCC, TMCRC or any of their affiliates; or

At any time when a Servicer Default has occurred and is continuing, so long as
the Servicer Default shall not have been remedied, either the Indenture Trustee
or the Holders of Notes evidencing not less than 51% of the Outstanding Amount
of the Class A Notes acting as a single Class (or if the Class A Notes are no
longer outstanding, the Class B Notes, or if the Class A Notes and Class B Notes
are no longer outstanding, the Class C Notes), excluding for purposes of such
calculation and action all Securities held or beneficially owned by TMCC, TMCRC
or any of their affiliates, by notice then given in writing to the Servicer (and
to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may
terminate all the rights and obligations (other than the obligations set forth
in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) of the
Servicer under this Agreement. By the same required vote, the Noteholders
specified in the prior sentence may waive any such Servicer Default (other than
a default in the making any required deposits or payments from or to the
Collection Account, Reserve Account or Payahead Account) for a specified period
or permanently. Upon any such waiver of a past default, such default shall
cease to exist, and any Servicer Default arising therefrom shall be deemed to
have been remedied for every purpose of this Agreement. No such waiver shall
extend to any subsequent or other default or impair any right consequent
thereto.

SECTION 8.02 APPOINTMENT OF SUCCESSOR.

(a) Upon the Servicer's receipt of notice of termination pursuant to
Section 8.01 or the Servicer's resignation in accordance with the terms of this
Agreement, the predecessor Servicer shall continue to perform its functions as
Servicer under this Agreement, in the case of termination, only until the date
specified in such termination notice or, if no such date is specified in a
notice of termination, until receipt of such notice and, in the case of
resignation, until the later of (i) the date 45 days from the delivery to the
Owner Trustee and the Indenture Trustee of written notice of such resignation
(or written confirmation of such notice) in accordance with the terms of this
Agreement and (ii) the date upon which the predecessor Servicer shall become
unable to act as Servicer, as specified in the notice of resignation and
accompanying Opinion of Counsel. In the event of the Servicer's termination
hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the
Successor Servicer shall accept its appointment (including its appointment as
Administrator under the Administration Agreement as set forth in Section
8.02(b)) by a written assumption in form acceptable to the Owner Trustee

and the Indenture Trustee. In the event that a Successor Servicer has not
been appointed at the time when the predecessor Servicer has ceased to act as
Servicer in accordance with this Section, the Indenture Trustee without
further action shall automatically be appointed the Successor Servicer and
the Indenture Trustee shall be entitled to the Servicing Fee.
Notwithstanding the above, the Indenture Trustee shall, if it shall be
unwilling or legally unable so to act, appoint or petition a court of
competent jurisdiction to appoint any established institution having a net
worth of not less than $50,000,000 and whose regular business shall include
the servicing of automobile and/or light-duty truck receivables, as the
successor to the Servicer under this Agreement. In connection therewith, the
Indenture Trustee is authorized and empowered to offer such successor
servicer compensation up to, but not in excess of, the Total Servicing Fee
and other servicing compensation specified in this Agreement as payable to
the initial Servicer. Upon such appointment, the Indenture Trustee will be
released from the duties and obligations of acting as Successor Servicer,
such release effective upon the effective date of the servicing agreement
entered into between the Successor Servicer and the Issuer.

(b) Upon appointment, the successor Servicer (including the Indenture
Trustee acting as successor Servicer) shall (i) be the successor in all respects
to the predecessor Servicer and shall be subject to all the responsibilities,
duties and liabilities arising thereafter relating thereto placed on the
predecessor Servicer and shall be entitled to the Servicing Fee and all the
rights granted to the predecessor Servicer by the terms and provisions of this
Agreement and (ii) become the Administrator under the Administration Agreement
in accordance with Section 8 of such Agreement.

(c) On or after the receipt by the Servicer of written notice of
termination pursuant to Section 8.01, all authority and power of the Servicer
under this Agreement, whether with respect to the Notes, the Certificates or the
Receivables or otherwise, shall, without further action, pass to and be vested
in the Indenture Trustee or such Successor Servicer as may be appointed under
this Section 8.02 and, without limitation, the Indenture Trustee and the Owner
Trustee are hereby authorized and empowered to execute and deliver, for the
benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the Receivables
and related documents, or otherwise. The predecessor Servicer shall cooperate
with the Successor Servicer and the Owner Trustee in effecting the termination
of the responsibilities and rights of the predecessor Servicer under this
Agreement, including, without limitation, the transfer to the Successor Servicer
for administration by it of all cash amounts that shall at the time be held by
the predecessor Servicer for deposit, or have been deposited by the predecessor
Servicer, in the Collection Account or Payahead Account or thereafter received
with respect to the Receivables and all Payments Ahead that shall at that time
be held by the predecessor Servicer. All reasonable costs and expenses
(including attorneys' fees) incurred in connection with transferring the
Receivable Files to the Successor Servicer and amending this Agreement to
reflect such succession as Servicer pursuant to this Section shall be paid by
the predecessor Servicer upon presentation of reasonable documentation of such
costs and expenses. In the event that the Indenture Trustee succeeds to the
rights and obligations of the Servicer hereunder, and a subsequent transfer of
such rights and obligations is effected pursuant to Section 8.01 or this Section
8.02 hereof, the original Servicer hereunder shall reimburse the Indenture
Trustee for all reasonable costs and expenses as described in the immediately
preceding sentence. Upon receipt

of notice of the occurrence of a Servicer Default, the Owner Trustee shall
give notice thereof to the Rating Agencies.

SECTION 8.03 REPAYMENT OF ADVANCES. If the Servicer shall resign or be
terminated, the Servicer shall continue to be entitled to receive reimbursement
for Outstanding Advances pursuant to Sections 5.03 and 5.04 with respect to all
Advances previously made thereby in the manner specified in such Sections.

SECTION 8.04 NOTIFICATION. Upon any termination of, or appointment of
a successor to, the Servicer pursuant to this Article VIII, the Owner Trustee
shall give prompt written notice thereof to Certificateholders, and the
Indenture Trustee shall give prompt written notice thereof to Noteholders and
the Rating Agencies.

ARTICLE IX

TERMINATION

SECTION 9.01 OPTIONAL PURCHASE OF ALL RECEIVABLES.

(a) On each Payment Date following the last day of a Collection Period
as of which the Pool Balance shall be less than the Optional Purchase Percentage
(expressed as a seven-digit decimal figure) multiplied by the Original Pool
Balance, the Servicer, or any successor to the Servicer, shall have the option
to purchase the corpus of the Owner Trust Estate (whether or not such assets
then comprise all or a portion of the Trust Estate) for an amount equal to the
Optional Purchase Price. To exercise such option, the Servicer, or any
successor to the Servicer, shall notify the Owner Trustee and the Indenture
Trustee of its intention to do so in writing, no later than the tenth day of the
month preceding the month in which the Payment Date as of which such purchase is
to be effected and shall, on or before the Payment Date on which such purchase
is to occur, deposit pursuant to Section 5.05 in the Collection Account an
amount equal to the Optional Purchase Price, and shall succeed to all interests
in and to the Trust Estate and the Owner Trust Estate. Amounts so deposited
will be paid and distributed as set forth in Section 5.06 of this Agreement.
Upon such deposit of the amount necessary to purchase the corpus of the Owner
Trust Estate, the Servicer shall for all purposes of this Agreement be deemed to
have released all claims for reimbursement of Outstanding Advances made in
respect of the Receivables.

(b) Notice of any such purchase of the Owner Trust Estate shall be
given by the Owner Trustee and the Indenture Trustee to each Securityholder as
soon as practicable after their receipt of notice thereof from the Servicer.

(c) Following the satisfaction and discharge of the Indenture and the
payment in full of the principal of and interest on the Notes, the
Certificateholders will succeed to the rights of the Noteholders under this
Agreement other than Section 5.06 and the Owner Trustee will succeed to the
rights of, and assume the obligations of, the Indenture Trustee provided for in
this Agreement.

(d) Upon the repurchase of any Receivable by the Seller or the
Servicer, pursuant to any provision hereof (including Sections 3.02, 4.08 and
9.01(a)), the Owner Trustee on behalf

of the Issuer and the Certificateholders, and the Indenture Trustee on behalf
of the Noteholders, shall, without further action, be deemed to transfer,
assign, set-over and otherwise convey to the Seller, all right, title and
interest of the Owner Trustee on behalf of the Issuer in, to and under such
repurchased Receivable, all monies due or to become due with respect thereto
and all proceeds thereof and the other property conveyed to the Issuer
hereunder pursuant to Section 2.01 with respect to such Receivable, and all
security and any documents relating thereto, such assignment being an
assignment outright and not for security; and the Seller or the Servicer, as
applicable, shall thereupon own each such Receivable, and all such related
security and documents, free of any further obligation to the Issuer, the
Owner Trustee, the Certificateholders, the Indenture Trustee or the
Noteholders with respect thereto. The Owner Trustee and Indenture Trustee
shall execute such documents and instruments of transfer and assignment and
take such other actions as shall be reasonably requested by the Seller or the
Servicer, as the case may be, to effect the conveyance of such Receivable
pursuant to this Section. If in any enforcement suit or legal proceeding it
is held that the Seller or Servicer may not enforce a repurchased Receivable
on the ground that it is not a real party in interest or a holder entitled to
enforce the Receivable, the Owner Trustee on behalf of the Issuer and the
Certificateholders, and the Indenture Trustee on behalf of the Noteholders
shall, at the written direction and expense of the Seller or Servicer, as
the case may be, take such reasonable steps as the Seller or Servicer deems
necessary to enforce the Receivable, including bringing suit in the name or
names of the Issuer, Certificateholders or Noteholders.

ARTICLE X

MISCELLANEOUS

SECTION 10.01 AMENDMENT. This Agreement may be amended by the Seller,
the Servicer and the Issuer, with the consent of the Indenture Trustee, but
without the consent of any of the Noteholders or the Certificateholders, to cure
any ambiguity, to correct or supplement any provisions in this Agreement or for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions in this Agreement or of modifying in any manner the rights
of the Noteholders or the Certificateholders; PROVIDED, HOWEVER, that such
action shall not, as evidenced by an Opinion of Counsel delivered to the Owner
Trustee and the Indenture Trustee, adversely affect in any material respect the
interests of any Noteholder or Certificateholder. This Agreement may also be
amended by the Seller, the Servicer and the Issuer, with the consent of the
Indenture Trustee, but without the consent of any of the Noteholders or the
Certificateholders for the purpose of changing the formula for determining the
Specified Reserve Account Balance, the manner in which the Reserve Account is
funded (i.e. to allow the deposit of cash therein by any Person, but not to
change any order of priority of payments and distributions specified in Section
5.06 of the Sale and Servicing Agreement), changing the remittance schedule for
the deposit of collections with respect to the Receivables in the Collection
Account or Payahead Account pursuant to Section 5.02 hereof or changing the
definition of Eligible Investment, in each case only if the Indenture Trustee
and/or the Owner Trustee, as the case may be, has received a letter from each
Rating Agency to the effect that such Rating Agency will not qualify, reduce or
withdraw the rating it has currently assigned to any Class of Notes as a result
of such amendment; provided that no such amendment may increase or reduce in any
manner or accelerate or delay the timing of collections on the Receivables or

payments required to be made to any Class of Notes or Certificates without
the consent of all Holders of each effected Class.

This Agreement may also be amended from time to time by the Seller, the
Servicer and the Issuer, with the consent of the Indenture Trustee, the consent
of (A) if the interests of Indenture Trustee or the Noteholders are affected,
the Holders of Notes evidencing not less than 51% of the Outstanding Amount of
the Class A Notes (or if the Class A Notes are no longer outstanding, the Class
B Notes, or if the Class A Notes and Class B Notes are no longer outstanding,
the Class C Notes), excluding for purposes of such calculation and action all
Securities held or beneficially owned by TMCC, TMCRC or any of their affiliates,
and/or (B) if the interests of the Issuer, Owner Trustee or Certificateholders
are affected, the Holders of Certificates evidencing not less than 51% of the
Certificate Balance, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of such Noteholders or Certificateholders;
PROVIDED, HOWEVER, that no such amendment may (i) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, collections of
payments on the related Receivables or payments required to be made to any Class
of Notes or Certificates without the consent of all Holders of each effected
Class of Notes or the Certificates, as the case may be, or (ii) reduce the
aforesaid percentage of the Notes or Certificates required to consent to any
such amendment, without the consent of the holders of each Class of Notes or
Certificates, as the case may be, affected thereby.

Promptly after the execution of any such amendment or consent, the Owner
Trustee shall furnish written notification of the substance of such amendment or
consent to each Certificateholder, the Indenture Trustee and each of the Rating
Agencies.

It shall not be necessary for the consent of Certificateholders or
Noteholders pursuant to this Section to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof.

Prior to the execution of any amendment to this Agreement, the Owner
Trustee and the Indenture Trustee shall be entitled to receive and rely upon an
Opinion of Counsel stating that the execution of such amendment is authorized or
permitted by this Agreement and the Opinion of Counsel referred to in Section
10.02. The Owner Trustee and the Indenture Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Owner Trustee's or
the Indenture Trustee's, as applicable, own rights, duties or immunities under
this Agreement or otherwise.

SECTION 10.02 PROTECTION OF TITLE TO TRUST.

(a) The Seller shall execute and file such financing statements and
cause to be executed and filed such continuation statements, all in such manner
and in such places as may be required by law fully to preserve, maintain and
protect the interest of the Issuer and of the Indenture Trustee in the
Receivables and in the proceeds thereof. The Seller shall deliver (or cause to
be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies
of, or filing receipts for, any document filed as provided above, as soon as
available following such filing.

(b) Neither the Seller nor the Servicer shall change its name,
identity or corporate structure in any manner that would, could or might make
any financing statement or continuation statement filed in accordance with
paragraph (a) above seriously misleading within the meaning of Section 9-402(7)
of the UCC, unless it shall have given the Owner Trustee and the Indenture
Trustee at least five days' prior written notice thereof and shall have promptly
filed appropriate amendments to all previously filed financing statements or
continuation statements.

(c) Each of the Seller and the Servicer shall have an obligation to
give the Owner Trustee and the Indenture Trustee at least 60 days' prior written
notice of any relocation of its principal executive office if, as a result of
such relocation, the applicable provisions of the UCC would require the filing
of any amendment of any previously filed financing or continuation statement or
of any new financing statement and shall promptly file any such amendment or new
financing statement. The Servicer shall at all times maintain each office from
which it shall service Receivables, and its principal executive office, within
the United States of America.

(d) The Servicer shall maintain accounts and records as to each
Receivable accurately and in sufficient detail to permit (i) the reader thereof
to know at any time the status of such Receivable, including payments and
recoveries made and payments owing (and the nature of each) and (ii)
reconciliation between payments or recoveries on (or with respect to) each
Receivable and the amounts from time to time deposited in the Collection Account
in respect of such Receivable.

(e) The Servicer shall maintain its computer systems so that, from and
after the time of sale under this Agreement of the Receivables, the Servicer's
master computer records (including any backup archives) that refer to any
Receivable shall indicate clearly the interest of the Issuer, the Owner Trustee
and the Indenture Trustee in such Receivable and that such Receivable is owned
by the Issuer and has been pledged to the Indenture Trustee. Indication of
these respective interests in a Receivable shall be deleted from or modified on
the Servicer's computer systems when, and only when, the related Receivable
shall have become a Liquidated Receivable or been repurchased.

(f) If at any time the Seller or the Servicer shall propose to sell,
grant a security interest in, or otherwise transfer any interest in automotive
receivables to, any prospective purchaser, lender or other transferee, the
Servicer shall give to such prospective purchaser, lender or other transferee
computer tapes, records or printouts (including any restored from backup
archives) that, if they shall refer in any manner whatsoever to any Receivable,
shall indicate clearly that such Receivable has been sold and is owned by the
Issuer and has been pledged to the Indenture Trustee.

(g) Upon request, the Servicer shall furnish to the Owner Trustee or
to the Indenture Trustee, within five Business Days, a list of all Receivables
(by contract number and name of Obligor) then held as part of the Owner Trust
Estate, together with a reconciliation of such list to the Schedule of
Receivables and to each of the Servicer's Certificates furnished before such
request indicating removal of Receivables from the Owner Trust Estate.

(h) The Servicer shall deliver to the Owner Trustee and the Indenture
Trustee:

(A) promptly after the execution and delivery of this Agreement
and, if required pursuant to Section 10.01, of each amendment hereto, an
Opinion of Counsel stating that, in the opinion of such counsel, either
(A) all financing statements and continuation statements have been
executed and filed that are necessary fully to preserve and protect the
interest of the Owner Trustee and the Indenture Trustee in the
Receivables, and reciting the details of such filings or referring to
prior Opinions of Counsel in which such details are given, or (B) no such
action shall be necessary to preserve and protect such interest, in each
case also specifying any action necessary (as of the date of such
opinion) to be taken in the following year to preserve and protect such
interest; and

(B) within 90 days after the beginning of each calendar year
beginning with the first calendar year beginning more than three months
after the first Cutoff Date, an Opinion of Counsel, dated as of a date
during such 90-day period, stating that, in the opinion of such counsel,
either (A) all financing statements and continuation statements have been
executed and filed that are necessary fully to preserve and protect the
interest of the Owner Trustee and the Indenture Trustee in the
Receivables, and reciting the details of such filings or referring to
prior Opinions of Counsel in which such details are given, or (B) no such
action shall be necessary to preserve and protect such interest.

SECTION 10.03 NOTICES. All demands, notices, communications and
instructions upon or to the Seller, the Servicer, the Owner Trustee, the
Indenture Trustee or the Rating Agencies under this Agreement shall be in
writing, personally delivered or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given upon receipt (a) in the
case of the Servicer, to Toyota Motor Credit Corporation, 00000 X. Xxxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: Vice President, Treasury ((310)
618-4001), (b) in the case of the Seller, to Toyota Motor Credit Receivables
Corporation, 00000 Xxxxxxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxxxxx: President ((310)
468-7332), (c) in the case of the Issuer or the Owner Trustee, at the Corporate
Trust Office (as defined in the Trust Agreement), (d) in the case of the
Indenture Trustee, at the Corporate Trust Office specified in the Indenture, (e)
in the case of Moody's, to Xxxxx'x Investors Service, Inc., ABS Monitoring
Department, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (f) in the case of
Standard & Poor's, to Standard & Poor's Ratings Services, a Division of the
XxXxxx-Xxxx Companies, 00 Xxxxxxxx (00xx Xxxxx), Xxx Xxxx, Xxx Xxxx 00000,
Attention of Asset Backed Surveillance Department; or, as to each of the
foregoing, at such other address as shall be designated by written notice to the
other parties.

SECTION 10.04 ASSIGNMENT BY THE SELLER OR THE SERVICER. Notwithstanding
anything to the contrary contained herein, except as provided in Sections 6.04
and 7.03 of this Agreement and as provided in the provisions of this Agreement
concerning the resignation or termination of the Servicer, this Agreement may
not be assigned by the Seller or the Servicer.

SECTION 10.05 LIMITATIONS ON RIGHTS OF OTHERS. The provisions of this
Agreement are solely for the benefit of the Seller, the Servicer, the Issuer,
the Owner Trustee, the Certificateholders, the Indenture Trustee and the
Noteholders, and nothing in this Agreement, whether express or implied, shall be
construed to give to any other Person any legal or equitable

right, remedy or claim in the Owner Trust Estate or under or in respect of
this Agreement or any covenants, conditions or provisions contained herein.

SECTION 10.06 SEVERABILITY. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10.07 SEPARATE COUNTERPARTS. This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

SECTION 10.08 HEADINGS. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

SECTION 10.09 GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of California, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.

SECTION 10.10 ASSIGNMENT BY ISSUER. The Seller hereby acknowledges and
consents to any mortgage, pledge, assignment and grant of a security interest by
the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of
the Noteholders of all right, title and interest of the Issuer in, to and under
the Receivables and/or the assignment of any or all of the Issuer's rights and
obligations hereunder to the Indenture Trustee.

SECTION 10.11 NONPETITION COVENANTS.

(a) Notwithstanding any prior termination of this Agreement, the
Servicer and the Seller shall not, prior to the date which is one year and one
day after the termination of this Agreement with respect to the Issuer,
acquiesce, petition or otherwise invoke or cause the Issuer to invoke the
process of any court or government authority for the purpose of commencing or
sustaining a case against the Issuer under any federal or state bankruptcy,
insolvency or similar law, or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Issuer or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Issuer.

(b) Notwithstanding any prior termination of this Agreement, the
Servicer shall not, prior to the date which is one year and one day after the
termination of this Agreement with respect to the Seller, acquiesce, petition or
otherwise invoke or cause the Seller to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Seller under any federal or state bankruptcy, insolvency or similar law,
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Seller or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Seller.

SECTION 10.12 LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE
TRUSTEE.

Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by U.S. Bank National Association, not in its
individual capacity, but solely in its capacity as Owner Trustee of the Issuer
and in its capacity as Indenture Trustee under the Indenture. In no event shall
U.S. Bank National Association have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer hereunder
or in any of the certificates, notices or agreements delivered by the Seller or
Servicer, or prepared by the Seller or Servicer for delivery by the Owner
Trustee on behalf of the Issuer, pursuant hereto, as to all of which recourse
shall be had solely to the assets of the Issuer. For all purposes of this
Agreement, in the performance of its duties or obligations hereunder or in the
performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Articles VI, VII and VIII of the Trust Agreement.

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

TOYOTA AUTO RECEIVABLES 1999-A OWNER TRUST

By: U.S. Bank National Association,
not in its individual capacity but solely as
Owner Trustee on behalf of the Issuer

By: /S/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President

TOYOTA MOTOR CREDIT RECEIVABLES CORPORATION,
Seller

By: /s/ Xxxxx Xxxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxx
Title: President

TOYOTA MOTOR CREDIT CORPORATION, Servicer

By: /S/ Xxxxxx Xxxxx
---------------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Vice President and General
Manager

ACKNOWLEDGED AND ACCEPTED AS OF
THE DAY AND YEAR FIRST ABOVE WRITTEN:

U.S. Bank National Association, not in its
individual capacity but solely as Indenture Trustee

By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President

S-1

SCHEDULE A

Schedule of Receivables

(To be Delivered to the Issuer at Closing and supplemented
on each Subsequent Transfer Date for Subsequent Receivables)

SA-1

EXHIBIT A

Form of Servicer's Certificate

A-1

TOYOTA MOTOR CREDIT CORPORATION
SERVICER'S REPORT -- TOYOTA AUTO RECEIVABLES 1999-A OWNER TRUST
DISTRIBUTION DATE OF FEBRUARY 15, 0000 FOR THE COLLECTION PERIOD JANUARY 1, 1900
TO JANUARY 31, 0000

---------------------------------------------------------------------------------------------------------------------------------
CLASS A-1 CLASS A-2 CLASS A-3 CLASS B CLASS C
--------- --------- --------- ------- -------
Total Balance Balance Balance Balance Balance
---------------------------------------------------------------------------------------------------------------------------------

POOL DATA - ORIGINAL DEAL PARAMETERS
Securities Balance
Receivables Pool Balance
Principal Factor
Rate
Targeted Maturity Date
Number of Contracts
Weighted Average Coupon
Weighted Average Remaining Term
Servicing Fee Rate

POOL DATA - PRIOR MONTH
Securities Balance
Receivables Pool Balance
Securities Pool Factor
Number of Contracts
Weighted Average Coupon
Weighted Average Remaining Term
Precompute and Simple Interest Advances
Payahead Account Balance
Supplemental Servicing Fee Received
Interest Shortfall
Principal Shortfall

POOL DATA - CURRENT MONTH
Securities Balance
Receivables Pool Balance
Targeted Principal Balance
Securities Pool Factor
Number of Contracts
Weighted Average Coupon
Weighted Average Remaining Term
Precompute and Simple Interest Advances
Payahead Account Balance
Supplemental Servicing Fee Received
Interest Shortfall
Principal Shortfall
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
RESERVE FUND
Initial Deposit Amount
Specified Reserve Fund Percentage
Specified Reserve Fund Amount
Specified Reserve Fund Percentage (IF CONDITION I OR II MET)
Specified Reserve Fund Amount (IF CONDITION I OR II MET)

Beginning Balance
Withdraw for Servicing Fee Due
Withdraw for Class A Interest Due
Withdraw for First Allocation of Principal Due
Withdraw for Class B Interest Due
Withdraw for Second Allocation of Principal Due
Withdraw for Class C Interest Due
Total Withdraw Amount Available for Deposit to the Reserve Fund
Reserve Fund Balance Prior to Release
Reserve Fund Required Amount
Reserve Fund Release to Seller
Ending Reserve Fund Balance
---------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------
LIQUIDATION OF CHARGE-OFFS AND REPOSSESSIONS

Vehicles Amount
-------- ------

Liquidated Contracts
Gross Principal Balance of Liquidated Receivables
Net Liquidation Proceeds Received During the Collection Period
Recoveries on Previously Liquidated Contracts
Aggregate Credit Losses for the Collection Period

Cumulative Credit Losses for all Periods
Repossessed in Current Period

RATIO OF NET CREDIT LOSSES TO THE AVERAGE POOL BALANCE Annualized Average
FOR EACH COLLECTION PERIOD: Charge-Off Rate
Second Preceding Collection Period
First Preceding Collection Period
Current Collection Period

------------------------------------------------------------------------------------------------------
CONDITION (I) (CHARGE-OFF RATE)
Three Month Average
Charge-off Rate Indicator ( > 1.25%) CONDITION NOT MET
------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
DELINQUENT AND REPOSSESSED CONTRACTS

Percent Contracts Percent Amount
------- --------- ------- ------

31-60 Days Delinquent
61-90 Days Delinquent
Over 90 Days Delinquent
------------ ----------------------
Total Delinquencies ============ ======================

Repossessed Vehicle Inventory
* Included with delinquencies above

RATIO OF NUMBER OF CONTRACTS DELINQUENT 60 DAYS OR MORE TO THE OUTSTANDING
NUMBER OF RECEIVABLES AS OF EACH COLLECTION PERIOD (INCLUDES REPOSSESSIONS):
Second Preceding Collection Period
First Preceding Collection Period
Current Collection Period

------------------------------------------------------------------------------------------------------
CONDITION (II) (DELINQUENCY PERCENTAGE)
Three Month Average
Delinquency Percentage Indicator ( > 1.25%) CONDITION NOT MET

TOYOTA MOTOR CREDIT CORPORATION
SERVICER'S REPORT -- TOYOTA AUTO RECEIVABLES 1999-A OWNER TRUST
DISTRIBUTION DATE OF FEBRUARY 15, 0000 FOR THE COLLECTION PERIOD JANUARY 1, 1900
TO JANUARY 31, 0000

-----------------------------------------------------------------------------------------------------------------------------
CLASS A-1 CLASS A-2 CLASS A-3 CLASS B CLASS C
--------- --------- --------- ------- -------
Total Balance Balance Balance Balance Balance
-----------------------------------------------------------------------------------------------------------------------------

COLLECTIONS
Principal Payments Received
Interest Payments Received
Net Precomputed Payahead Amount
Aggregate Net Liquidation Proceeds Received
Principal on Repurchased Contracts
Interest on Repurchased Contracts
Total Collections
Net Simple Interest Advance Amount
Net Precomputed Advance Amount
Total Available Amount

AMOUNTS DUE
Servicing Fee
Accrued and Unpaid Interest - Class A
First Allocation Principal Distribution
Accrued and Unpaid Interest - Class B
Second Allocation Principal Distribution
Accrued and Unpaid Interest - Class C
Regular Principal Distribution Amount
Deposit to Reserve Fund
Total Amount Due

ACTUAL DISTRIBUTIONS
Servicing Fee
Interest
First Allocation Principal Distribution
Second Allocation Principal Distribution
Regular Principal Distribution Amount
Principal
Deposit to Reserve Fund
Total Amount Distributed

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

I hereby certify to the best of my knowledge that the report
provided is true and correct.

------------------------------------------
------------------------------------------
Xxxxx Xxxxxxx
Treasury Manager

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

MONTHLY INFORMATION BY TYPE OF LOAN

PRECOMPUTED CONTRACTS
Scheduled Principal Collections
Prepayments in Full
Repurchased Receivables Principal
Payments Behind/Ahead on Repurchased Receivables
Total Collections
Advances - Reimbursement of Previous Advances
Advances - Current Advance Amount
Payahead Account - Payments Applied
Payahead Account - Additional Payaheads

SIMPLE INTEREST CONTRACTS
Collected Principal
Prepayments in Full
Collected Interest
Repurchased Receivables Principal
Repurchased Receivables Interest
Advances - Reimbursement of Previous Advances
Advances - Current Advance Amount

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

Document Metadata

Table of Contents

EXHIBIT 4.1 SALE AND SERVICING AGREEMENT

Document Metadata