FORM OF AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • January 26th, 2023 • Toyota Auto Receivables 2023-a Owner Trust • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 30, 2023, by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor, and WILMINGTON TRUST, 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 August 11, 2022 (the “Original Trust Agreement”), by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as owner trustee, and herein referred to as the “Trust Agreement” or this “Agreement.”
FORM OF ADMINISTRATION AGREEMENTAdministration Agreement • January 26th, 2023 • Toyota Auto Receivables 2023-a Owner Trust • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of January 30, 2023 (this “Agreement”), among TOYOTA AUTO RECEIVABLES 2023-A OWNER TRUST, a Delaware statutory trust (the “Issuer”), TOYOTA MOTOR CREDIT CORPORATION, a California corporation, as administrator (the “Administrator”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).
FORM OF SALE AND SERVICING AGREEMENTSale and Servicing Agreement • January 26th, 2023 • Toyota Auto Receivables 2023-a Owner Trust • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT, dated as of January 30, 2023, among TOYOTA AUTO RECEIVABLES 2023-A 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 2023-A Owner Trust Reserve Account)Securities Account Control Agreement • January 26th, 2023 • Toyota Auto Receivables 2023-a Owner Trust • Asset-backed securities • New York
This Securities Account Control Agreement (the “Agreement”) is dated as of January 30, 2023 and entered into between Toyota Auto Finance Receivables LLC (the “Pledgor”), a Delaware limited liability company, U.S. Bank Trust Company, National Association, 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 January 30, 2023, among Toyota Auto Receivables 2023-A Owner Trust, a statutory trust formed pursuant to the laws of the State of Delaware (the “Issuer”), the Indenture Trustee and U.S. Bank National Association, 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 January 30, 2023, between the Issuer, Toyota Auto Finance Receivabl
FORM OF RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • January 26th, 2023 • Toyota Auto Receivables 2023-a Owner Trust • Asset-backed securities • New York
RECEIVABLES PURCHASE AGREEMENT, dated as of January 30, 2023, 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”).
FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT among TOYOTA AUTO RECEIVABLES 2023-A OWNER TRUST, as Issuer, TOYOTA MOTOR CREDIT CORPORATION, as Servicer and Administrator, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated...Asset Representations Review Agreement • January 26th, 2023 • Toyota Auto Receivables 2023-a Owner Trust • Asset-backed securities • New York
ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of January 30, 2023 (this “Agreement”), among TOYOTA AUTO RECEIVABLES 2023-A OWNER TRUST, a Delaware statutory trust (the “Issuer”), TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), as servicer (in such capacity, the “Servicer”) and administrator (in such capacity, the “Administrator”), and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”).
UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2023 • Toyota Auto Receivables 2023-a Owner Trust • Asset-backed securities • New York
among TOYOTA AUTO RECEIVABLES 2023-A OWNER TRUST, as Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary Dated as of January 30, 2023Indenture Agreement • January 26th, 2023 • Toyota Auto Receivables 2023-a Owner Trust • Asset-backed securities • New York
INDENTURE, dated as of January 30, 2023, between TOYOTA AUTO RECEIVABLES 2023-A OWNER TRUST, a Delaware statutory trust (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as indenture trustee and not in its individual capacity (the “Indenture Trustee”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as securities intermediary (the “Securities Intermediary”).
