INDENTURE between TOYOTA AUTO RECEIVABLES 2011-B OWNER TRUST, as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee and Securities Intermediary Dated as of September 28, 2011Indenture • September 27th, 2011 • Toyota Auto Receivables 2011-B Owner Trust • Asset-backed securities • New York
TIA Section Indenture Section (§)310(a) (1) 6.08; 6.11 (a) (2) 6.11 (a) (3) 6.10(b) (a) (4) Not Applicable (a) (5) 6.11 (b) 6.11 (c) N.A. (§)311(a) 6.12 (b) 6.12 (c) Not Applicable (§)312(a) 7.01; 7.02 (b) 7.02 (c) 7.02 (§)313(a) 7.04 (b) (1) Not Applicable (b) (2) 7.04 (c) 7.04; 11.04 (d) 7.04 (§)314(a) 3.09; 7.03 (b) 11.14 (c) 2.09 (c) (1) 3.10; 6.02; 8.05(b) (c) (2) 3.06; 3.10; 6.02; 8.05(b); 8.06 (c) (3) Not Applicable (d) 2.09 (e) 11.01 (f) 4.01(c); 11.01 (§)315(a) 6.01 (b) 6.05 (c) 5.02; 5.08 (d) 6.01(c) (e) 5.13 (§)316(a) (last sentence) 6.01(c) (a) (1) (A) 6.01(c) (a) (1) (B) 5.12 (a) (2) Not Applicable (b) 5.01; 5.04(b) (c) 2.06 (§)317(a) (1) 5.04 (a) (2) 5.03(c); 5.03(d) (b) 4.03 (§)318(a) 11.07
SALE AND SERVICING AGREEMENT among TOYOTA AUTO RECEIVABLES 2011-B OWNER TRUST, as Issuer, TOYOTA AUTO FINANCE RECEIVABLES LLC, as Seller, and TOYOTA MOTOR CREDIT CORPORATION, as Servicer and Sponsor Dated as of September 28, 2011Sale and Servicing Agreement • September 27th, 2011 • Toyota Auto Receivables 2011-B Owner Trust • Asset-backed securities • New York
TOYOTA AUTO RECEIVABLES 2011-B OWNER TRUST (a Delaware Statutory Trust) AMENDED AND RESTATED TRUST AGREEMENT between TOYOTA AUTO FINANCE RECEIVABLES LLC, as Depositor, and WELLS FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, as Owner Trustee...Trust Agreement • September 27th, 2011 • Toyota Auto Receivables 2011-B Owner Trust • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 28, 2011, by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor, and WELLS FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Owner Trustee, amending and restating in its entirety the Trust Agreement dated as of July 20, 2010 (the “Original Trust Agreement”), which was subsequently amended by Amendment No. 1 thereto, dated as of April 27, 2011, by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor and WELLS FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as owner trustee, and herein referred to as the “Trust Agreement” or this “Agreement.”
ADMINISTRATION AGREEMENT among TOYOTA AUTO RECEIVABLES 2011-B OWNER TRUST, as Issuer TOYOTA MOTOR CREDIT CORPORATION, as Administrator and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee Dated as of September 28, 2011Administration Agreement • September 27th, 2011 • Toyota Auto Receivables 2011-B Owner Trust • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of September 28, 2011 (this “Agreement”), among TOYOTA AUTO RECEIVABLES 2011-B OWNER TRUST, a Delaware statutory trust (the “Issuer”), TOYOTA MOTOR CREDIT CORPORATION, a California corporation, as administrator (the “Administrator”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).
SECURITIES ACCOUNT CONTROL AGREEMENT (Toyota Auto Receivables 2011-B Owner Trust Reserve Account)Securities Account Control Agreement • September 27th, 2011 • Toyota Auto Receivables 2011-B Owner Trust • Asset-backed securities • New York
This Securities Account Control Agreement (the “Agreement”) is dated as of September 28, 2011 and entered into between Toyota Auto Finance Receivables LLC (the “Pledgor”), a Delaware limited liability company, Deutsche Bank Trust Company Americas, in its capacity as Indenture Trustee on behalf of the holders of the Notes referred to below (in such capacity, the “Indenture Trustee,” also referred to herein as the “Secured Party”) under the Indenture (the “Indenture”), dated as of September 28, 2011, between Toyota Auto Receivables 2011-B Owner Trust, a statutory trust formed pursuant to the laws of the State of Delaware (the “Issuer”), and Deutsche Bank Trust Company Americas, in its capacity as securities intermediary (in such capacity, the “Securities Intermediary”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Sale and Servicing Agreement dated as of September 28, 2011, between the Issuer, Toyota Auto Finance Receivables LLC, as seller
RECEIVABLES PURCHASE AGREEMENT between TOYOTA MOTOR CREDIT CORPORATION, as Seller and TOYOTA AUTO FINANCE RECEIVABLES LLC, as Purchaser Dated as of September 28, 2011Receivables Purchase Agreement • September 27th, 2011 • Toyota Auto Receivables 2011-B Owner Trust • Asset-backed securities • New York
RECEIVABLES PURCHASE AGREEMENT, dated as of September 28, 2011, between TOYOTA MOTOR CREDIT CORPORATION, a California corporation, as seller (the “Seller”), and TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as purchaser (the “Purchaser”).
