INDENTURE between TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST, as Issuer, and as Indenture Trustee and Securities Intermediary Dated as of [________], 20[__]Indenture • May 17th, 2013 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York
SCHEDULE I Perfection Representations, Warranties and Covenants S-1 EXHIBIT A-1 Form of Class A-1 Notes A-1-1 EXHIBIT A-2 Form of Class A-2 Notes, Class A-3 Notes and Class A-4 Notes A-2-1 EXHIBIT A-3 Form of Class B Notes A-3-1 EXHIBIT B Form of Note Depository Agreement B-1 EXHIBIT C Servicing Criteria to be Addressed in Assessment of Compliance C-1
SALE AND SERVICING AGREEMENT among TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST, as Issuer, TOYOTA AUTO FINANCE RECEIVABLES LLC, as Seller, and TOYOTA MOTOR CREDIT CORPORATION, as Servicer and Sponsor Dated as of [________], 20[__]Sale and Servicing Agreement • May 17th, 2013 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York
TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST (a Delaware Statutory Trust) AMENDED AND RESTATED TRUST AGREEMENT between TOYOTA AUTO FINANCE RECEIVABLES LLC, as Depositor, and as Owner Trustee Dated as of [________], 20[__]Trust Agreement • May 17th, 2013 • Toyota Auto Finance Receivables LLC • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of [________], 20[__], by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor, and [__________], a [__________], not in its individual capacity but solely as Owner Trustee, amending and restating in its entirety the Trust Agreement dated as of [________], 20[__] (the “Original Trust Agreement”), by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor and [__________], a [__________], as owner trustee, and herein referred to as the “Trust Agreement” or this “Agreement.”
ADMINISTRATION AGREEMENT among TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST, as Issuer TOYOTA MOTOR CREDIT CORPORATION, as Administrator and as Indenture Trustee Dated as of [________], 20[__]Administration Agreement • May 17th, 2013 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of [________], 20[__] (this “Agreement”), among TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST, a Delaware statutory trust (the “Issuer”), TOYOTA MOTOR CREDIT CORPORATION, a California corporation, as administrator (the “Administrator”), and [__________], [__________], not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).
SECURITIES ACCOUNT CONTROL AGREEMENT (Toyota Auto Receivables 20[__]-[__] Owner Trust Reserve Account)Securities Account Control Agreement • May 17th, 2013 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York
This Securities Account Control Agreement (the “Agreement”) is dated as of [________], 20[__] and entered into between Toyota Auto Finance Receivables LLC (the “Pledgor”), a Delaware limited liability company, [__________], 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 [________], 20[__], between Toyota Auto Receivables 20[__]-[__] Owner Trust, a statutory trust formed pursuant to the laws of the State of Delaware (the “Issuer”), and [__________], 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 [________], 20[__], between the Issuer, Toyota Auto Finance Receivables LLC, as seller, and Toyota Motor Credit Corporation (“TMC
RECEIVABLES PURCHASE AGREEMENT between TOYOTA MOTOR CREDIT CORPORATION, as Seller and TOYOTA AUTO FINANCE RECEIVABLES LLC, as Purchaser Dated as of [________], 20[__]Receivables Purchase Agreement • May 17th, 2013 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York
RECEIVABLES PURCHASE AGREEMENT, dated as of [________], 20[__], 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”).
ISDA International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of [________], 20[__]Isda Master Agreement • May 17th, 2013 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York
[__________] and TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
FORM OF REVOLVING LIQUIDITY NOTE AGREEMENT TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST as Issuer and TOYOTA MOTOR CREDIT CORPORATION as Initial Holder Dated as of [________], 20[__]Revolving Liquidity Note Agreement • May 17th, 2013 • Toyota Auto Finance Receivables LLC • Asset-backed securities • California
REVOLVING LIQUIDITY NOTE AGREEMENT (this “Agreement”) dated as of [________], 20[__] (this “Agreement”), by and between TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST, a Delaware business trust, as issuer (the “Issuer”) of the revolving liquidity note (the “Revolving Liquidity Note”) issued hereunder, and TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), as the initial holder of the Revolving Liquidity Note.
