INDENTURE between TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST, as Issuer, and as Indenture Trustee and Securities Intermediary Dated as of [_______], 20[__]Indenture • July 21st, 2015 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York
SCHEDULE I Perfection Representations, Warranties and Covenants S-1 EXHIBIT A Form of Notes A-1 EXHIBIT B [Reserved] 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 • July 21st, 2015 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT, dated as of [_______], 20[__], among TOYOTA AUTO RECEIVABLES 20[__]-[_] 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”).
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 • July 21st, 2015 • 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 • July 21st, 2015 • 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 [________], a [________], 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 • July 21st, 2015 • 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, “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 (“TMCC”),
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 • July 21st, 2015 • 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”).
TOYOTA AUTO RECEIVABLES 20[__]-[_] OWNER TRUST $[__________] [[LIBOR [PLUS][MINUS]] ____]% ASSET BACKED NOTES, CLASS [____] $[__________] [[LIBOR [PLUS][MINUS]] ____]% ASSET BACKED NOTES, CLASS [____] UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2015 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York
ISDA International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of [________], 20[__]Master Agreement • July 21st, 2015 • 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.
