0001162318-09-000018 Sample Contracts

ADMINISTRATION AGREEMENT among TOYOTA AUTO RECEIVABLES [___]-[_] OWNER TRUST, as Issuer TOYOTA MOTOR CREDIT CORPORATION, as Administrator as Indenture Trustee and as Owner Trustee Dated as of [_______]
Administration Agreement • May 28th, 2009 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York

ADMINISTRATION AGREEMENT DATED AS OF [_____] AMONG TOYOTA AUTO RECEIVABLES [____]-[_] OWNER TRUST, A DELAWARE STATUTORY TRUST (THE “ISSUER”), TOYOTA MOTOR CREDIT CORPORATION, A CALIFORNIA CORPORATION, AS ADMINISTRATOR (THE “ADMINISTRATOR”), [_______________], NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS INDENTURE TRUSTEE (THE “INDENTURE TRUSTEE”) AND [________________], NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS OWNER TRUSTEE (THE “OWNER TRUSTEE”).

RECEIVABLES PURCHASE AGREEMENT TOYOTA MOTOR CREDIT CORPORATION, as Seller and TOYOTA AUTO FINANCE RECEIVABLES LLC, as Purchaser Dated as of [___________]
Receivables Purchase Agreement • May 28th, 2009 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York

RECEIVABLES PURCHASE AGREEMENT, dated as of [_____], 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”).

MASTER AGREEMENT
Isda Master Agreement • May 28th, 2009 • Toyota Auto Finance Receivables LLC • Asset-backed securities

[TOYOTA MOTOR CREDIT CORPORATION] and TOYOTA AUTO RECEIVABLES [____]-[_] 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.

INDENTURE TOYOTA AUTO RECEIVABLES [____]-[_] OWNER TRUST, as Issuer, and as Indenture Trustee and Securities Intermediary Dated as of [______________]
Indenture • May 28th, 2009 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York
FORM OF REVOLVING LIQUIDITY NOTE AGREEMENT TOYOTA AUTO RECEIVABLES [______]-[_] OWNER TRUST as Issuer and TOYOTA MOTOR CREDIT CORPORATION as Initial Holder Dated as of [_______________]
Revolving Liquidity Note Agreement • May 28th, 2009 • Toyota Auto Finance Receivables LLC • Asset-backed securities • California

REVOLVING LIQUIDITY NOTE AGREEMENT (this “Agreement”) dated as of [_______________] (this “Agreement”), by and between TOYOTA AUTO RECEIVABLES [______]-[_] 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.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TOYOTA AUTO FINANCE RECEIVABLES LLC
Limited Liability Company Agreement • May 28th, 2009 • Toyota Auto Finance Receivables LLC • Asset-backed securities • Delaware

This Amended and Restated Limited Liability Company Agreement of Toyota Auto Finance Receivables LLC, a Delaware limited liability company (the "Company"), dated as of June 1, 2001, is entered into by Toyota Motor Credit Corporation, a California corporation, as the sole member ("TMCC" or the "Member") and amends and restates the Limited Liability Company Agreement of Toyota Auto Finance Receivables LLC dated as of December 22, 2000.