FORM OF INDENTUREToyota Auto Finance Receivables LLC • August 22nd, 2024 • Asset-backed securities • New York
INDENTURE, dated as of [___], 20[_], between TOYOTA AUTO RECEIVABLES 20[_]-[_] OWNER TRUST, a Delaware statutory trust (the “Issuer”), and [___], a [___], as indenture trustee and not in its individual capacity (the “Indenture Trustee”) and as securities intermediary (the “Securities Intermediary”).
FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT (Toyota Auto Receivables 20[_]-[_] Owner Trust Reserve Account)Securities Account Control Agreement • August 22nd, 2024 • 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 among 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 (as defined below), 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[_], among Toyota Auto Receivables 20[ ]-[ ] Owner Trust, a statutory trust formed pursuant to the laws of the State of Delaware (the “Issuer”), Toyota Auto Finance Receivables LLC, as seller, and Toyota Motor Credit Corporation (“TMCC”), as servicer and sponsor (the “Sale and Servicing Agreement”).
FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT among TOYOTA AUTO RECEIVABLES 20[_]-[_] OWNER TRUST, as Issuer, TOYOTA MOTOR CREDIT CORPORATION, as Servicer and Administrator, and [___], as Asset Representations Reviewer Dated as of [___], 20[_]Letter Agreement • August 22nd, 2024 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York
ASSET REPRESENTATIONS REVIEW 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 (“TMCC”), as servicer (in such capacity, the “Servicer”) and administrator (in such capacity, the “Administrator”), and [___], a [___] (the “Asset Representations Reviewer”).
FORM OF AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • August 22nd, 2024 • 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.”
FORM OF ADMINISTRATION AGREEMENTForm of Administration Agreement • August 22nd, 2024 • 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”).
FORM OF RECEIVABLES PURCHASE AGREEMENTForm of Receivables Purchase Agreement • August 22nd, 2024 • 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[__]Master Agreement • August 22nd, 2024 • 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 SALE AND SERVICING AGREEMENTForm of Sale and Servicing Agreement • August 22nd, 2024 • 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”).
