FORM OF INDENTURE between TOYOTA AUTO RECEIVABLES 2014-C OWNER TRUST, as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee and Securities Intermediary Dated as of October 15, 2014Indenture • October 9th, 2014 • Toyota Auto Receivables 2014-C Owner Trust • Asset-backed securities • New York
Page 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 [Reserved] B-1 EXHIBIT C Servicing Criteria to be Addressed in Assessment of Compliance C-1
TOYOTA AUTO RECEIVABLES 2014-C OWNER TRUST (a Delaware Statutory Trust) FORM OF AMENDED AND RESTATED TRUST AGREEMENT between TOYOTA AUTO FINANCE RECEIVABLES LLC, as Depositor, and WELLS FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, as Owner...Trust Agreement • October 9th, 2014 • Toyota Auto Receivables 2014-C Owner Trust • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 15, 2014, 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 June 10, 2014 (the “Original Trust Agreement”), 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.”
FORM OF ADMINISTRATION AGREEMENT among TOYOTA AUTO RECEIVABLES 2014-C OWNER TRUST, as Issuer TOYOTA MOTOR CREDIT CORPORATION, as Administrator and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee Dated as of October 15, 2014Administration Agreement • October 9th, 2014 • Toyota Auto Receivables 2014-C Owner Trust • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of October 15, 2014 (this “Agreement”), among TOYOTA AUTO RECEIVABLES 2014-C 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”).
FORM OF SALE AND SERVICING AGREEMENT among TOYOTA AUTO RECEIVABLES 2014-C OWNER TRUST, as Issuer, TOYOTA AUTO FINANCE RECEIVABLES LLC, as Seller, and TOYOTA MOTOR CREDIT CORPORATION, as Servicer and Sponsor Dated as of October 15, 2014Sale and Servicing Agreement • October 9th, 2014 • Toyota Auto Receivables 2014-C Owner Trust • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT, dated as of October 15, 2014, among TOYOTA AUTO RECEIVABLES 2014-C OWNER TRUST, a Delaware statutory trust (the “Issuer”), TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company (“TAFR LLC” or the “Seller”), and TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC,” the “Sponsor” or the “Servicer”).
FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT (Toyota Auto Receivables 2014-C Owner Trust Reserve Account)Securities Account Control Agreement • October 9th, 2014 • Toyota Auto Receivables 2014-C Owner Trust • Asset-backed securities • New York
This Securities Account Control Agreement (the “Agreement”) is dated as of October 15, 2014 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 October 15, 2014, between Toyota Auto Receivables 2014-C 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 October 15, 2014, between the Issuer, Toyota Auto Finance Receivables LLC, as seller, and
TOYOTA AUTO RECEIVABLES 2014-C OWNER TRUST $316,800,000 0.51% ASSET BACKED NOTES, CLASS A-2 $355,500,000 0.93% ASSET BACKED NOTES, CLASS A-3 $105,975,000 1.44% ASSET BACKED NOTES, CLASS A-4 UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 2014 • Toyota Auto Receivables 2014-C Owner Trust • Asset-backed securities • New York
