S-3/A

As filed with the Securities and Exchange Commission on June 29, 2006              

Registration No. 333-134443

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TOYOTA MOTOR CREDIT CORPORATION

(Originator of the TMCC Demand Notes and Sponsor of the Trusts described herein)

and

TOYOTA AUTO FINANCE RECEIVABLES LLC

(Depositor of the Trusts described herein)

(Exact name of each Registrant as specified in its charter)

Delaware	6189	95-4836519
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

______________________________________

Geri Brewster, Esq.

c/o Toyota Financial Services

19001 South Western Avenue

Torrance, California 90509

(310) 468-3885

(Address, including zip code, and telephone number, including area code,
of Registrant’s principal executive offices)

Copy to:

Reed D. Auerbach, Esq.

McKee Nelson LLP

One Battery Park Plaza, 34^th Floor

New York, New York 10004

(Name, Address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:  From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:    [  ]

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box:    [ X ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    [  ]

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    [  ]

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    [  ]

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Aggregate Offering Price Per Unit(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(1)(3)
Asset-Backed Notes	$6,170,098,447	100%	$6,170,098,447	$107.00
TMCC Demand Notes(4)	(3)	(3)	(3)	(3)
(1)  Pursuant to Rule 457(p) of the Securities Act of 1933, of the asset-backed notes and certificates (collectively, “securities”) previously registered on Form S-3 by the Registrant (File No. 333-103406), we are carrying forward $6,169,098,447 to this Registration Statement.  The Registrant previously paid the Commission a filing fee of approximately $660,093.53 that is attributable to the securities being carried forward.  In connection with this Registration Statement, the filing fee is $107.00, which represents the filing fee for an additional $1,000,000 of securities that were not previously registered with the Commission. In connection with this Registration Statement, we have previously paid the Commission a filing fee of $107.00.  The Prospectus included in this Registration Statement also relates to the above mentioned Registration Statement (Registration Statement No. 333-103406) as permitted by Rule 429.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Calculated pursuant to Rule 457 (a) of the Securities Act of 1933.
(4) The TMCC Demand Notes represent investments by the Trust of Collections in demand notes issued from time to time by TMCC.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

INTRODUCTORY NOTE

THIS REGISTRATION STATEMENT CONTAINS (I) A PROSPECTUS RELATING TO THE OFFERING OF ONE OR MORE SERIES OF ASSET BACKED NOTES BY VARIOUS TRUSTS CREATED FROM TIME TO TIME BY TOYOTA AUTO FINANCE RECEIVABLES LLC AND (II) A FORM OF PROSPECTUS SUPPLEMENT RELATING TO THE OFFERING BY EACH SEPARATE TRUST OF A PARTICULAR SERIES OF ASSET BACKED NOTES DESCRIBED IN THE PROSPECTUS SUPPLEMENT. THE FORM OF PROSPECTUS SUPPLEMENT RELATES ONLY TO THE SECURITIES DESCRIBED THEREIN AND IS A FORM WHICH MAY BE USED BY TOYOTA AUTO FINANCE RECEIVABLES LLC TO OFFER ASSET BACKED NOTES UNDER THIS REGISTRATION STATEMENT.

In addition, if and to the extent required by applicable law, the Prospectus and the related Prospectus Supplement will also be used after the completion of the related offering in connection with certain offers and sales related to market-making transactions in the offered securities.  In order to register under Rule 415 those securities which may be offered and sold in market-making transactions, the appropriate box on the cover page of the Registration Statement has been checked and the undertakings required by Item 512(a) of Regulation S-X have been included in Item 17 of Part II.

<R>Subject to Completion, Dated June 29, 2006</R>

This document is subject to completion and amendment.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or foreign jurisdiction where the offer or sale if not permitted.

Prospectus Supplement to Prospectus Dated  [●], 2006

$[●]

Toyota Auto Receivables 20[●]-[●] Owner Trust

Issuing Entity and Trust

Toyota Auto Finance Receivables LLC,

Depositor

Toyota Motor Credit Corporation,

Sponsor, Administrator and Servicer

$[●]  [●]% ASSET BACKED NOTES, CLASS A-2

$[●] FLOATING RATE ASSET BACKED NOTES, CLASS A-3

$[●]  [●]% ASSET BACKED NOTES, CLASS A-4

You should review carefully the factors set forth under “Risk Factors” beginning on page S-21 of this prospectus supplement and page 11 in the accompanying prospectus. This prospectus supplement does not contain complete information about the offering of the notes.  No one may use this prospectus supplement to offer and sell the notes unless it is accompanied by the prospectus.  If any statements in this prospectus supplement conflict with statements in the prospectus, the statements in this prospectus supplement will control. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the notes or determined that this prospectus supplement or the accompanying prospectus is accurate or complete.  Any representation to the contrary is a criminal offense. <R>The notes are asset backed securities issued by the issuing entity.  The notes will not be obligations of, interests in, and are not guaranteed or insured by, Toyota Motor Credit Corporation, Toyota Auto Finance Receivables LLC, Toyota Financial Services Corporation, Toyota Financial Services Americas Corporation, Toyota Motor Corporation, Toyota Motor Sales, U.S.A., Inc.  or any of their affiliates.  Neither the notes nor the receivables owned by the issuing entity are insured or guaranteed by any governmental agency.</R>	<R>The issuing entity will issue the following notes:
		Initial Principal  Amount		Interest   Rate		Accrual Method (2)	Expected Final Payment   Date		Final Scheduled Payment   Date
	Class A-1 Notes(1)	$[●]		[●]%		Actual/360	[●]		[●]
	Class A-2 Notes	$[●]		[●]%		30/360	[●]		[●]
	Class A-3 Notes(3)	$[●]		[1-month LIBOR +] [●]%		Actual/360	[●]		[●]
	Class A-4 Notes	$[●]		[●]%		30/360	[●]		[●]
	_______________
	(1) The Class A-1 Notes will not be offered to third party investors by this prospectus supplement.
	(2) Interest generally will accrue on the Class A-1 and Class A-3 Notes from (and including) a payment date to (but excluding) the next payment date, and on the Class A-2 and Class A-4 Notes from (and including) the [●]th day of each month to (but excluding) the [●] day of the succeeding month. (3) The interest rate on this class of notes will be adjusted on a monthly basis to one-month LIBOR plus the applicable spread.  The issuing entity and Toyota Motor Credit Corporation will enter into an interest rate swap agreement to convert some of the fixed rate interest yield on the receivables owned by the issuing entity to a floating rate consistent with the interest accrual on the Class A-3 Notes.
	The issuing entity’s main source of payments on the notes will be finance payments generated by a portfolio of retail installment sale contracts secured in most cases by passenger cars and light trucks.</R> Credit enhancement for the notes consists of excess interest on the receivables, subordination of the subordinated depositor’s interest, the revolving liquidity note and the reserve account, if funded.
	The terms of the offering are as follows:
			Initial Public Offering Price[(1)]		Underwriting Discounts and Commissions			Proceeds To   Seller(2)
	Per Class A-2 Note		[●]%		[●]%			[●]%
	Per Class A-3 Note		[●]%		[●]%			[●]%
	Per Class A-4 Note		[●]%		[●]%			[●]%
	Total		$ [●]		$ [●]			$ [●]
	____________________
	(1) [Plus accrued interest, if any, from [●].]
	(2) [Before deducting expenses payable by Toyota Auto Finance Receivables LLC, as the seller, estimated to be $[●].  The notes will be delivered in book-entry form only on or about [●].]
	<R>The notes are offered by the underwriters if and when issued by the issuing entity, delivered to and accepted by the  underwriters and subject to their right to reject orders in whole or in part.  The notes will be delivered in book-entry form through the Depository Trust Company, on or about [●], 20[●] against payment in immediately available funds. </R>

The date of this prospectus supplement is [●][●], [●]

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

Information about the notes is provided in two separate documents that progressively provide more detail:

·

the accompanying prospectus, which provides general information, some of which may not apply to a particular class of notes, including your notes; and

·

this prospectus supplement, which describes the specific terms of your class of notes.

Cross-references are included in this prospectus supplement and in the prospectus which direct you to more detailed descriptions of a particular topic.  You can also find references to key topics in the table of contents on the back cover of the prospectus.

You can find a listing of the pages where capitalized terms used in this prospectus supplement are defined under the caption “Index of Terms” beginning on page S-67 in this prospectus supplement and under the caption “Index of Defined Terms” beginning on page 88 in the accompanying prospectus.

Whenever we use words like “intends,” “anticipates” or “expects” or similar words in this prospectus supplement, we are making a forward-looking statement, or a projection of what we think will happen in the future.  Forward-looking statements are inherently subject to a variety of circumstances, many of which are beyond our control and could cause actual results to differ materially from what we anticipate.  Any forward-looking statements in this prospectus supplement speak only as of the date of this prospectus supplement.  We do not assume any responsibility to update or review any forward-looking statement contained in this prospectus supplement to reflect any change in our expectation about the subject of that forward-looking statement or to reflect any change in events, conditions or circumstances on which we have based any forward-looking statement.

SUMMARY OF PARTIES TO THE TRANSACTION*

*

This chart provides only a simplified overview of the relations between the key parties to the transaction.  

Refer to this prospectus supplement and the prospectus for a further description.

SUMMARY OF MONTHLY DISTRIBUTIONS OF COLLECTIONS *

*This chart provides only a simplified overview of the monthly distributions of available collections.  Refer to this prospectus supplement and the prospectus for a further description.

SUMMARY OF TERMS

The following information highlights selected information from this document and provides a general overview of the terms of the notes.  To understand all of the terms of the offering of these notes, you should read carefully this entire document and the accompanying prospectus.  Both documents contain information you should consider when making your investment decision.

<R>Relevant Parties
Issuing Entity	Toyota Auto Receivables 20[●]-[●] Owner Trust, a Delaware statutory business trust, which we refer to as the issuing entity or the trust.  The trust will be established by the trust agreement and the certificate of trust.
Depositor	Toyota Auto Finance Receivables LLC.
Sponsor, Administrator and Servicer	Toyota Motor Credit Corporation.
Swap Counterparty	Toyota Motor Credit Corporation.
Revolving Liquidity Note Provider	Toyota Motor Credit Corporation.
[Credit Enhancement Provider]	[______] will be the credit enhancement provider under the [__________].]
[Demand Note Issuing Entity]	[Toyota Motor Credit Corporation.]
Indenture Trustee	[●].
Owner Trustee	[●].
Relevant Agreements
Indenture	The indenture between the issuing entity and the indenture trustee.  The indenture provides for the terms relating to the notes.
Trust Agreement	The trust agreement between the depositor and the owner trustee.  The trust agreement governs the creation of the trust and provides for the terms relating to the certificates.
Sale and Servicing Agreement	The sale and servicing agreement between the trust, the servicer and the depositor.  The sale and servicing agreement governs the transfer of the receivables by the depositor to the trust and the servicing of the receivables by the servicer.
Administration Agreement	The administration agreement between the administrator, the trust, the owner trustee and the indenture trustee.  The administration agreement governs the provision of reports by the administrator and the performance by the administrator of other administrative duties for the trust.
Receivables Purchase Agreement	The receivables purchase agreement between the depositor and Toyota Motor Credit Corporation.  The receivables purchase agreement governs the sale of the receivables from Toyota Motor Credit Corporation, as the originator, to the depositor.
Swap Agreement	The swap agreement between the trust and Toyota Motor Credit Corporation, as swap counterparty.  Under the swap agreement, on each payment date the trust is obligated to pay to the swap counterparty amounts equal to interest accrued on a notional amount equal to the principal balance of the Class A-3 Notes at a notional fixed rate of [●]%, and the swap counterparty is obligated to pay to the trust interest accrued on the Class A-3 Notes at the floating rate specified on the cover of this prospectus supplement.  Payments (including payment of any termination payment) due under the swap will be made on a net basis between the trust and the swap counterparty.
Revolving Liquidity Note Agreement	The revolving liquidity note agreement between the trust and Toyota Motor Credit Corporation, as the liquidity provider.  Under the revolving liquidity note agreement the trust will issue the revolving liquidity note to Toyota Motor Credit Corporation and Toyota Motor Credit Corporation will fund draws at the request of the indenture trustee in respect of certain shortfalls in collections available to pay interest on and principal of the notes.
Relevant Dates
Closing Date	Expected to be [●] [●], [●].
Cutoff Date	[●] [●], [●].
Collection Period	The period commencing on the first day of the applicable month (or in the case of the first collection period, the cutoff date) and ending on the last day of the applicable month.
[Pre-funding Period]	[On the closing date, $[●] received from the sale of the notes, which represents approximately [●]% of the asset pool, will be deposited into a segregated pre-funding account.  From the closing date and on or prior to [●], referred to in this prospectus supplement as the pre-funding period, the trust will have the ability to purchase additional receivables from the depositor to the extent there are sufficient funds on deposit in the pre-funding account and to the extent such additional receivables satisfy certain requirements, as described in this prospectus supplement.  To the extent sums on deposit in the pre-funding account are not used to purchase additional receivables prior to the end of the pre-funding period, which shall not exceed one year from the closing date, such amounts will be transferred to the collection account and will become part of available amounts on the next payment date.]
[Revolving Period]	[From the closing date and on or prior to [●], approximately [●]% of the principal collected on the receivables, which represents approximately [●]% of the asset pool, may be applied by the issuing entity to the acquisition of subsequent receivables, rather than used to distribute payments of principal to securityholders during that period.  These securities will possess an interest only period or limited amortization period, referred to in this prospectus supplement as a revolving period.  The purchased receivables must satisfy certain requirements, as described in this prospectus supplement.]
Payment Dates	The trust will pay interest and principal on the notes on the [●] day of each month.  If the [●]day of the month is not a business day, payments on the notes will be made on the next business day.  The date that any payment is made is called a payment date.  The first payment date is [●] [●], [●].
	A “business day” is any day except:
	·a Saturday or Sunday; or
	·a day on which banks in New York, New York, Chicago, Illinois, Wilmington, Delaware or San Francisco, California are closed.
	Interest on the Class A-1 and Class A-3 Notes will accrue from (and including) a payment date to (but excluding) the next payment date, except that the first interest accrual period will begin on the closing date.  Interest on the Class A-2 and Class A-4 Notes will accrue from (and including) the [●] day of each calendar month to (but excluding) the [●] day of the succeeding calendar month, except that the first interest accrual period will begin on the closing date.  The depositor’s fractional undivided interest (described below) will not bear interest.
Expected Final Payment Dates	The final principal payment for each class of notes is expected to be made on the applicable expected final payment date specified on the front cover of this prospectus supplement.  However, due to a variety of factors described in this prospectus supplement, there can be no assurance that your class of notes will be paid in full on an earlier or on a later payment date.  We refer you to “Risk Factors” in this prospectus supplement and the accompanying prospectus for discussions of certain of these factors
Final Scheduled Payment Dates	The final principal payment for each class of notes is scheduled to be made on the related final scheduled payment date specified on the front cover of this prospectus supplement.
Record Date	So long as the notes are in book-entry form, the trust will make payments on the notes to the holders of record on the day immediately preceding the related payment date.  If the notes are issued in definitive form, the record date will be the last day of the month preceding the related payment date.
Description of the Notes	The trust is offering the classes of notes listed below by way of this prospectus supplement.  All of the notes will be secured by the assets of the trust pursuant to the indenture.
	Class A-2 [●]% Asset Backed Notes in the aggregate initial principal amount of $[●] CUSIP No. [●].
	Class A-3 Floating Rate Asset Backed Notes in the aggregate initial principal amount of $[●] CUSIP No. [●].
	Class A-4 [●]% Asset Backed Notes in the aggregate initial principal amount of $[●] CUSIP No. [●].
	The trust will also issue Class A-1 [●]% Asset Backed Notes in the aggregate initial principal amount of $[●].  The Class A-1 Notes are not offered by this prospectus supplement.  Instead, the Class A-1 Notes will be sold in a separate transaction to Toyota Motor Credit Corporation.  Any information relating to the Class A-1 Notes contained in this prospectus supplement is included only for informational purposes to facilitate a better understanding of the Class A-2, Class A-3 and Class A-4 Notes.
	A description of how payments of interest on and principal of the Class A Notes will be made on each payment date is provided under “Description of the Notes” and “Payments to Noteholders” in this prospectus supplement.
Subordinated Depositor’s Interest	The trust will also issue to Toyota Auto Finance Receivables LLC, as the depositor, in certificated form, a fractional undivided interest in the trust that includes the right to payment on each payment date to the extent specified in this prospectus supplement of certain available amounts in excess of those necessary to make payments on the notes, fund the reserve account or pay amounts due to the holder of the revolving liquidity note.
	This fractional undivided interest will be deemed to have a principal balance of $[●] as of the closing date, which will be reduced by the amounts distributed to Toyota Auto Finance Receivables LLC in respect thereof as described below under “Interest and Principal Payments –– C.  Payment Priorities –– 5. Principal Amount of Subordinated Depositor’s Interest.” This fractional undivided interest will not bear interest and is not offered by this prospectus supplement. Information in this prospectus supplement regarding this fractional undivided interest is included solely to provide a better understanding of the Class A Notes.
Minimum Denominations	The notes will be issued only in denominations of $1,000 or more.
Registration of the Notes	You will generally hold your interests in the notes through The Depository Trust Company in the United States, or Clearstream Banking Luxembourg société anonyme or the Euroclear Bank S.A./N.V, as operator for the Euroclear System in Europe or Asia.  This is referred to as book-entry form.  You will not receive a definitive note except under limited circumstances.
	We expect the notes to be delivered through The Depository Trust Company, Clearstream Banking Luxembourg société anonyme and Euroclear Bank S.A./N.V, as operator for the Euroclear System in Europe or Asia, against payment in immediately available funds on or about [●][●],[●].
	For more detailed information, you should refer to “Annex A: Global Clearance, Settlement and Tax Documentation Procedures” in this prospectus supplement and “Certain Information Regarding the Securities –– Book-Entry Registration” in the accompanying prospectus.
[Demand Notes]	[Toyota Motor Credit Corporation will issue demand notes.  These demand notes will be unsecured general obligations of Toyota Motor Credit Corporation and will rank equally with all other outstanding unsecured and unsubordinated debt of Toyota Motor Credit Corporation.  The issuing entity will invest in these demand notes of Toyota Motor Credit Corporation even if payments to holders of such securities are to be paid monthly.]
Tax Status	Subject to important considerations described in this prospectus supplement and the prospectus, McKee Nelson LLP, special tax counsel to the trust, will deliver its opinion that:
	·the Class A-2, Class A-3 and Class A-4 Notes will be characterized as debt for federal income tax purposes; and
	·the trust will not be characterized as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes.
	If you purchase the notes, you will agree to treat the notes as debt.
	You should refer to “Certain Federal Income Tax Consequences” in this prospectus supplement and “Certain Federal Income Tax Consequences” and “Certain State Tax Consequences” in the accompanying prospectus for additional information concerning the application of federal income and state tax laws to the trust and the notes.
ERISA Considerations	The notes are generally eligible for purchase by employee benefit plans, subject to the considerations discussed under “ERISA Considerations” in this prospectus supplement and in the accompanying prospectus, to which you should refer.
	If you are a benefit plan fiduciary considering purchase of the notes, you should, among other things, consult with your counsel in determining whether all required conditions have been satisfied.
Ratings	It is a condition to the issuance of the notes that the Class A-2, Class A-3 and Class A-4 Notes be rated “AAA” by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and “Aaa” by Moody’s Investors Service, Inc.
	The ratings of the Class A Notes take into account the provisions of the swap agreement and the ratings currently assigned to the debt obligations of the swap counterparty.  A downgrade, suspension or withdrawal of any rating of the debt of the swap counterparty may result in the downgrade, suspension or withdrawal of the rating assigned to any Class A Notes.  In addition, if the ratings of Toyota Motor Credit Corporation, as issuer of the revolving liquidity note, are downgraded or if Toyota Motor Credit Corporation fails to fund any amount drawn under the revolving liquidity note, the rating assigned to any Class A Notes may be downgraded.  For more specific information concerning risks associated with the swap agreement and the revolving liquidity note, see “Risk Factors— Potential termination of the swap agreement presents swap coun terparty risk, risk of prepayment of the notes and risk of loss upon liquidation of the trust assets” and “—Dependence on a revolving liquidity note to fund certain shortfalls presents counterparty risk, risk of change of yields of the notes and risk of loss in connection with breach of funding obligation” in this prospectus supplement and “Risk Factors” in the accompanying prospectus.
	A security rating is not a recommendation to buy, sell or hold notes.  The ratings of the notes address the likelihood of the payment of principal and interest on the notes in accordance with their terms.  A rating agency may subsequently lower or withdraw its rating of any class of the notes.  If this happens, no person or entity will be obligated to provide any additional credit enhancement for the notes.
	The trust will obtain the ratings mentioned above from Moody’s Investors Service, Inc.  and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.  However, another rating agency may rate the notes and, if so, the rating may be lower than the ratings obtained by the trust.
Structural Summary
Assets of the Trust; the Receivables	Purchasers of new and used cars and light duty trucks often finance their purchases by entering into retail installment sales contracts with Toyota, Lexus and Scion dealers, as well as a limited number of other domestic and import franchise dealers, who then resell the contracts to Toyota Motor Credit Corporation.  The purchasers of the vehicles are referred to as the “obligors” under the contracts.  The terms of the contracts must meet requirements specified by Toyota Motor Credit Corporation.  Toyota Auto Finance Receivables LLC will purchase specified contracts from Toyota Motor Credit Corporation and on the closing date will sell them to the trust in exchange for the notes.  These contracts are referred to as the “receivables.” The receivables will have a total outstanding principal balance of approximately $[●] as of the cutoff date.
	Toyota Auto Finance Receivables LLC will sell the Class A-2, Class A-3 and Class A-4 Notes to investors for cash and will use this cash to pay part of the purchase price for its purchase of the receivables from Toyota Motor Credit Corporation.  Toyota Auto Finance Receivables LLC will pay the remainder of the purchase price from the net proceeds of the sale of the Class A-1 Notes to Toyota Motor Credit Corporation and by issuing to Toyota Motor Credit Corporation a subordinated non-recourse promissory note.  The structural diagram on page S-[●] above represents the flow of funds provided by investors for the notes and the receivables sold by Toyota Motor Credit Corporation. The trust’s main source of funds for making payments on the notes will be the receivables.
	On the closing date, the trust will purchase receivables having the following characteristics as of the cutoff date:
	Total Cutoff Date Principal Balance$   [●]
	Number of Receivables[●]
	Average Cutoff Date Principal Balance$[●]
	Range of Cutoff Date Principal Balances$[●]-$[●]
	Average Original Amount Financed$[●]
	Range of Original Amounts Financed$[●]-$[●]
	Weighted Average APR(1)[●]%
	Range of APRs0.00% – [●]%
	Weighted Average Original Number of Scheduled Payments(1)[●]
	Range of Original Number of Scheduled Payments[●] – [●]
	Weighted Average Remaining Number of Scheduled Payments(1)[●]
	Range of Remaining Number of Scheduled Payments[●] – [●]
	___________________ (1)  Weighted by principal balance as of the cutoff date.
	The assets of the trust will also include:
	·certain monies due or received under the receivables on and after the cutoff date;
	·security interests in the vehicles financed under the receivables;
	·certain bank accounts and the proceeds of those accounts;
	·proceeds from claims under certain insurance policies relating to the financed vehicles or the obligors under the receivables and certain rights of the seller under the receivables purchase agreement;
	• proceeds of the swap agreement and the rights of the trust under the swap agreement; and
	·proceeds of the draws on amounts available under the revolving liquidity note.
	For a more detailed description of the assets of the trust, see “The Trust –– General” in this prospectus supplement.
Servicing and Servicer Compensation	Toyota Motor Credit Corporation will be appointed to act as servicer for the receivables owned by the trust.  The servicer will handle all collections, administer defaults and delinquencies and otherwise service the contracts.  On each payment date, the trust will pay the servicer a monthly fee equal to one-twelfth of [●]% of the total principal balance of the receivables as of the first day of the related collection period.  The servicer will also receive additional servicing compensation in the form of certain investment earnings, late fees and other administrative fees and expenses or similar charges received by the servicer during such month. For more detailed information, you should refer to “Description of the Transfer and Servicing Agreements –– Servicing Compensation and Payment of Expenses” in the accompanying prospectus.
Servicer Advances	The servicer will be obligated to advance to the trust interest on any receivable that is due but unpaid by the obligor.  In addition, the servicer will be obligated to advance to the trust principal that is due but unpaid by the obligor on any actuarial receivable (but not on any simple interest receivable).  However, the servicer will not be required to make an advance if it determines that the advance will not ultimately be recoverable.  The trust will reimburse the servicer from later collections on the related delinquent receivable.  If the servicer determines that the advance will not ultimately be recoverable from proceeds of the related receivable, the servicer may be reimbursed from collections on other receivables.
	For more detailed information, you should refer to “Transfer and Servicing Agreement ––Advances” in this prospectus supplement and to “Description of the Transfer and Servicing Agreements –– Servicing Compensation and Payment of Expenses” in the accompanying prospectus.
Trustee Fee and Expenses	Each trustee will be entitled to a fee (and will be entitled to be reimbursed for all costs and expenses incurred) in connection with the performance of its respective duties. The indenture trustee will be entitled to an annual fee equal to [●]. The owner trustee will be entitled to an annual fee equal to [●]. Such trustee fees (and associated costs and expenses) will be paid directly by the servicer from amounts received as the servicing fee.
Interest and Principal Payments	In general, noteholders are entitled to receive payments of interest and principal from the trust only to the extent that net collections on the receivables (after giving effect to any net swap payments and swap termination payment to or from the swap counterparty, advances and reimbursement of advances and amounts on deposit in the reserve account (to the extent available for those purposes) or amounts funded by Toyota Motor Credit Corporation under the revolving liquidity note) are sufficient to make the payments described below in the order of priority described below.
	A.  Interest Rates
	The Class A Notes will bear interest for each interest accrual period at the interest rates specified on the cover of this prospectus supplement.
	B.  Interest Accrual
	The Class A-1 Notes and the Class A-3 Notes will accrue interest on an actual/360 basis from (and including) a payment date to (but excluding) the next payment date, except that the first interest accrual period will be from (and including) the closing date to (but excluding) [●] [●], [●].  This means that the interest due on each payment date will be the product of: (i) the outstanding principal balance, (ii) the interest rate, and (iii) the actual number of days since the previous payment date (or, in the case of the first payment date, since the closing date) divided by 360.  The Class A-3 Notes will continue to accrue interest at their floating rate even if the swap is terminated.
	The Class A-2 and Class A-4 Notes will accrue interest on a 30/360 basis from (and including) the [●] day of each calendar month to (but excluding) the [●] day of the succeeding calendar month, except that the first interest accrual period will be from (and including) the closing date to (but excluding) [●] [●], [●].  This means that the interest due on each payment date will be the product of: (i) the outstanding principal balance, (ii) the interest rate, and (iii) 30 (or, in the case of the first payment date, [●]) divided by 360.
	If noteholders of any class do not receive all interest owed on their notes on any payment date, the trust will make payments of interest on later payment dates to make up the shortfall (together with interest on such amounts at the applicable interest rate for such class, to the extent permitted by law) to the extent funds are available to do so pursuant to the payment priorities described in this prospectus supplement.  If the full amount of interest due is not paid within five days of a payment date, an event of default also will occur which may result in acceleration of the notes.
	For a more detailed description of the payment of interest on the notes you should refer to the sections of this prospectus supplement entitled “Description of the Notes –– Payments of Interest” and “Payments to Noteholders.”
	C.  Payment Priorities
	In general, noteholders are entitled to receive payments of interest and principal from the trust only to the extent that net collections on the receivables, after giving effect to any net swap payments to or by the trust (including any swap termination payment), advances and reimbursements of advances by the servicer, any amounts drawn under the revolving liquidity note or, if applicable, amounts withdrawn from the reserve account are sufficient to make the payments described below in the order of priority described below.
	On each payment date, the trust will make payments from net collections on the receivables received during the related collection period and, if necessary, from amounts drawn down under the revolving liquidity note (or, if applicable, withdrawn from the reserve account).
	Advances made by the servicer and any net swap payments from the swap counterparty to the trust (including any swap termination payment) will be included in collections, and reimbursements of servicer advances and any net swap payments to the swap counterparty by the trust (including any swap termination payment) will be deducted from collections before any payments are made.  The trust generally will make payments in the following order of priority:
	1.Servicing Fee –– The servicing fee payable to the servicer;
	2.Class A Note Interest –– On a pro rata basis, accrued and unpaid interest on the Class A Notes, together with any amounts that were to be paid pursuant to this clause (2) on any prior payment date but were not paid because sufficient funds were not available to make the payment (with interest accrued on any unpaid amounts as described under “Payments to Noteholders” in this prospectus supplement);
	3.Class A Note Principal –– (i) To the Class A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, an amount equal to the principal distribution amount; and
	(ii) after the principal amount of the Class A-1 Notes is reduced to zero, to the Class A-2 Notes until the principal amount of the Class A-2 Notes is reduced to zero, then to the Class A-3 Notes until the principal amount of the Class A-3 Notes is reduced to zero, and then to the Class A-4 Notes until the principal amount of the Class A-4 Notes is reduced to zero, either (x) an amount sufficient to reduce the aggregate outstanding principal amount of Class A Notes to an amount equal to the product of the noteholders’ percentage and the outstanding principal balance of the receivables as of the last day of the related collection period or (y) if delinquencies or chargeoffs exceed specified levels, as described under “Credit Enhancement –B. Revolving Liquidity Note and Reserve Account” in this prosp ectus supplement, all remaining amounts up to the principal distribution amount.
	The “principal distribution amount” is the excess, if any, of (x) the principal balance of the receivables as of the end of the collection period preceding the related collection period (or, in the case of the first collection period, as of the cutoff date) over (y) the principal balance of the receivables as of the end of the related collection period, together with any amounts that were to be paid pursuant to clause (3) above on any prior payment date but were not paid because sufficient funds were not available to make such payment. The “noteholders’ percentage” for any payment date is the percentage equivalent of a fraction, the numerator of which is the aggregate of the principal balances of the Class A-2, Class A-3, and Class A-4 Notes as of the closing date, and the denominator of which is the aggregate of such principal balances plus the principal amount of the subordinated depositor’s interest as of the closing date, except that following (a) the cessation of delinquencies or chargeoffs exceeding specified levels or (b) the rescission of an acceleration of the notes after an event of default, the noteholders’ percentage for subsequent payment dates is the lesser of (x) the percentage equivalent of a fraction the numerator of which is the aggregate of the outstanding principal balances of the Class A-2, Class A-3 and Class A-4 Notes as of such payment date (prior to making any distributions on such payment date) and the denominator of which is the outstanding principal balance of the receivables as of the end of the previous collection period and (y) the noteholders’ percentage for the previous payment date;
	4.Reserve Account Deposit and/or Revolving Liquidity Note Repayment –– To the extent the reserve account is required to be funded and amounts then on deposit in the reserve account are less than the specified reserve account balance described below under “Credit Enhancement — B.  Revolving Liquidity Note and Reserve Account,” to the reserve account until the amount on deposit in the reserve account equals such specified reserve account balance, and thereafter, if amounts have been drawn under the revolving liquidity note as described below under “Credit Enhancement — B.   Revolving Liquidity Note and Reserve Account,” to the holder of the revolving liquidity note in repayment of such amounts, and then in respect of any accrued and unpaid interest o n amounts so drawn;
	5.[Principal Amount of Subordinated Depositor’s Interest –– On any payment date on and after the payment date on which the principal amount of the Class A-1 Notes has been reduced to zero (but not on any payment date that occurs during the period when delinquencies or charge-offs exceed specified levels or following an event of default under the indenture that results in the acceleration of the notes unless and until such acceleration has been rescinded), an amount sufficient to reduce the outstanding principal amount of the subordinated depositor’s interest to an amount equal to the product of the subordinated depositor’s interest percentage and the outstanding principal balance of the receivables as of the last day of the related collection period; and]
	6.Excess Amounts –– Any remaining amounts will be distributed to Toyota Auto Finance Receivables LLC as payment on its fractional undivided interest in the trust without further reduction of the principal amount of the subordinated depositor’s interest.
	D. Change in Priority of Distribution upon Events of Default Resulting in an Acceleration of the Notes Following the occurrence of an event of default under the indenture (including any termination of the swap agreement) that results in the acceleration of the notes and unless and until such acceleration has been rescinded, the trust will make the following payments in the following order of priority from net collections on the receivables received during the related collection period and, if necessary, from amounts drawn down under the revolving liquidity note (or, if applicable, withdrawn from the reserve account):
	1.Servicing Fee –– The servicing fee payable to the servicer;
	2.Class A Note Interest –– On a pro rata basis, accrued and unpaid interest on the Class A Notes, together with any amounts that were to be paid pursuant to this clause (2) on any prior payment date but were not paid because sufficient funds were not available to make the payment (with interest accrued on any unpaid amounts as described under “Payments to Noteholders” in this prospectus supplement);
	3.Class A Note Principal –– To all Class A noteholders on a pro rata basis, until the principal amount of each such class of notes is reduced to zero; and
	4.Excess Amounts –– Any remaining amounts will be distributed first, if amounts have been drawn under the revolving liquidity note as described below under “Revolving Liquidity Note and Reserve Account,” to the holder of the revolving liquidity note in repayment of such amounts, then in respect of any accrued and unpaid interest on amounts so drawn, and thereafter to the holder of the subordinated depositor’s interest.
	If there is an event of default under the indenture (including any termination of the swap agreement) that results in acceleration of the notes, the amounts available to make payments to any class of Class A Notes may be reduced based on (i) the sufficiency of proceeds from the liquidation of the assets of the trust and (ii) any obligation of the trust to make a swap termination payment to the swap counterparty, which obligation will be senior in priority to all distributions to holders of the Class A Notes.
	For information concerning such changes in priorities of payments and amounts available as described in clauses (C) and (D) above, see “Payments to Noteholders” and “Swap Agreement” in this prospectus supplement.
	E.  Final Scheduled Payment Dates
	The trust is required to pay the outstanding principal amount of each class of notes in full on or before the related final scheduled payment date specified on the cover of this prospectus supplement.
Events of Default resulting in	If an event of default should occur and be continuing with respect to the notes of any series, the indenture trustee or the holders representing a majority of the aggregate principal balance of the Class A Notes then outstanding (excluding for such purposes the outstanding principal amount of any notes held of record or beneficially owned by Toyota Motor Credit Corporation, Toyota Auto Finance Receivables LLC or any of their affiliates) acting together as a single class may declare the principal of the Class A Notes to be immediately due and payable.  Events of default are limited to events occurring in connection with
	• a default for five days or more in the payment of any interest on any Class A Note; • a default in the payment of the principal of or any installment of the principal of any Class A Note when the same becomes due and payable; • a default in the observance or performance of any covenant or agreement of the trust made in the indenture and the continuation of any such default for a period of 90 days after notice thereof is given to the trust by the indenture trustee or to the trust and the indenture trustee by the holders of at least 25% in principal amount of the Class A Notes then outstanding acting together as a single class; • any representation or warranty made by the trust in the indenture having been incorrect in a material respect as of the time made, and such breach not having been cured within 30 days after notice thereof is given to the trust by the indenture trustee or to the trust and the indenture trustee by the holders of at least 25% in principal amount of the Class A Notes then outstanding acting together as a single class; • certain events of bankruptcy, insolvency, receivership or liquidation of the trust; • the failure of the holder of the revolving liquidity note to fund any amount to be drawn under the revolving liquidity note; or • any termination of the swap agreement in connection with any swap event of default or swap termination event.  See “The Swap Agreement — Defaults Under Swap Agreement” and “The Swap Agreement — Early Termination of Swap Agreement.” For information concerning the events of default see “Description of Notes — The Indenture — Events of Default; Rights upon Event of Default” in this prospectus supplement and “Description of the Notes—The Indenture—Events of Default; Rights upon Event of Default” in the accompanying prospectus.
Credit Enhancement	Credit enhancement is intended to protect you against losses and delays in payments on your securities by absorbing losses on the receivables and other shortfalls in cash flows.  The credit enhancement for the Class A Notes will include:
	• the subordination of deposits into the reserve account, repayments of amounts drawn under the revolving liquidity note, payment of interest accrued under the revolving liquidity note and payments in respect of the depositor’s fractional undivided interest in the trust; • the revolving liquidity note; and • the reserve account.
	A.  Subordination
	As long as any Class A Notes remain outstanding, on each payment date (i) all deposits into the reserve account will be subordinated to payments of interest on and principal of the Class A Notes, (ii) repayment of amounts drawn under the revolving liquidity note (and interest accrued thereon) will be subordinated to payments of interest on and principal of the Class A Notes and any required deposits into the reserve account, (iii) repayment of interest accrued on amounts drawn under the revolving liquidity note will be subordinated to payments of interest on and principal of the Class A Notes, any required deposits into the reserve account and repayment of amounts drawn under the revolving liquidity note and (iv) payments in respect of the fractional undivided interest in the trust issued to Toyota Auto Finance Receivables LLC will be subordinated to payments of i nterest on and principal of the Class A Notes, any required deposits into the reserve account and repayment of amounts drawn under the revolving liquidity note (and interest accrued thereon).
	B.  Revolving Liquidity Note and Reserve Account
	On the closing date pursuant to the revolving liquidity note agreement, the trust will issue a revolving liquidity note to be held by Toyota Motor Credit Corporation.  On or before each payment date, the indenture trustee will be entitled to make draw requests that are to be funded by Toyota Motor Credit Corporation in order to enable the trust to fund shortfalls in payments of principal or interest due on the Notes on the related payment date to the extent such shortfalls are not funded from amounts on deposit in the reserve account.  Except as described below, no funds will be available from, and no amounts will be deposited into, the reserve account.  The aggregate of amounts that may be so drawn and outstanding under the revolving liquidity note is $[●] ([●]% of the outstanding principal balance of the receivables as of the cutoff da te).  The trust will be obligated to repay amounts so drawn and interest accrued thereon at [●]% per annum on subsequent payment dates from amounts available for such purposes in accordance with the payment priorities described above under “— C. Payment Priorities – 4. Reserve Account Deposit and/or Revolving Liquidity Note Repayment.”  The amounts available to be drawn under the revolving liquidity note will be reduced by amounts previously drawn, and increased (up to the initial balance thereof of $[●]) by amounts so repaid.  On any payment date, the repayment of amounts drawn under the revolving liquidity note and payment of interest on such drawn amounts will be subordinated to the payment of interest and principal on the Class A Notes on such payment date and to any deposit into the reserve account of any amount required to be deposited in the reserve account on such payment date.
	If Toyota Motor Credit Corporation’s short-term unsecured debt rating falls below P-1 by Moody’s Investors Service, Inc. or A-1+ by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (or in either case, such lower ratings as may be permitted by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.) or if Toyota Motor Credit Corporation fails to fund any amount drawn under the revolving liquidity note on the business day following the day on which it has received notice of such draw, then the indenture will require the indenture trustee to demand payment of the entire undrawn amount of the revolving liquidity note and to apply such payment first, to fund any shortfalls in payments of interest on and principal of the notes and then to depos it any remaining portion thereof into the reserve account until the amount on deposit in the reserve account is the specified reserve account balance described below.  If such event occurs, thereafter the reserve account must be maintained as detailed below.
	Following the occurrence of the downgrade event referred to in the preceding paragraph, or failure of Toyota Motor Credit Corporation to fund the amount drawn under the revolving liquidity note, as described above, the specified reserve account balance at the close of business on any payment date will be an amount equal to $[●] ([●]% of the outstanding principal balance of the receivables as of the cutoff date).  Whether or not any such event has occurred, if charge-offs or delinquencies exceed specified levels, the aggregate specified balance to be available under a combination of the revolving liquidity note (to the extent not previously drawn and unreimbursed) and the reserve account will be the greater of (i) $[●] ([●]% of the outstanding principal balance of the receivables as of the cutoff date) and (ii) [●]% of the outstan ding principal balance of the notes as of such payment date (after giving effect to payments of principal made on such date).
	On or before each payment date, if collections on the receivables, any net swap payments to the trust and advances by the servicer are insufficient to pay the first three items listed under “—C. Payment Priorities” above, the indenture trustee will withdraw funds (if available) from the reserve account, and then, to the extent necessary to fund shortfalls in interest on and principal of the Notes, pursuant to the terms of the Revolving Liquidity Note Agreement, and to the extent there is an undrawn balance, draw on the revolving liquidity note to pay those amounts.
	If the principal balance of a class of notes is not paid in full on the related final scheduled payment date, the indenture trustee will withdraw amounts (if available) from the reserve account, and then, to the extent necessary and to the extent there is an undrawn balance, draw on the revolving liquidity note to pay that class in full.
	On each payment date, the trust will (x) to the extent required as described above, deposit, to the extent available, the amount, if any, necessary to cause the balance of funds on deposit in the reserve account to equal the specified reserve account balance described above and thereafter (y) repay to Toyota Motor Credit Corporation the principal amounts drawn under the revolving liquidity note (and when all principal has been paid, interest thereon), in each case, after all other distributions are made on the Notes that have not been repaid.
	For information concerning the revolving liquidity note and the reserve account, see “Subordination; Revolving Liquidity Note and Reserve Account” in this prospectus supplement.
	[C.  Demand Note]
	[The trust will invest in demand notes of Toyota Motor Credit Corporation even if payments to holders of such securities are to be paid monthly.  Payments of interest and/or principal of the Class A Notes will be made on a [_______] basis, and not simply as a pass through of collections received during a particular month.  In order to make distributions of principal and/or interest on a basis other than monthly, the indenture trustee will be required to invest amounts otherwise payable as principal or interest of the Class A Notes in highly rated investments maturing on or just prior to specified payment dates and bearing interest at a rate equal to [__], as directed by the servicer, which investments shall include demand notes.]
Optional Redemption; Clean-Up Call	The servicer may redeem the Class A Notes in whole, but not in part, at a price at least equal to the unpaid principal amount of those notes plus any accrued and unpaid interest thereon, plus any amount payable by the trust to the swap counterparty under the swap agreement, and any amounts due to Toyota Motor Credit Corporation under the revolving liquidity note, on any payment date when the outstanding principal balance of the receivables has declined to 10% or less of the principal balance of the receivables as of the cutoff date.
	For more detailed information regarding this option, you should refer to “Transfer and Servicing Agreements –– Optional Purchase” in this prospectus supplement.
Removal of Pool Assets	Breaches of Representations and Warranties.  Upon sale to the depositor, Toyota Motor Credit Corporation will make certain representations and warranties, and upon sale to the trust, the depositor will make certain representations and warranties to the trust.  The depositor is required to repurchase from the trust, and Toyota Motor Credit Corporation is required to repurchase from the depositor, in turn, any receivable for which a representation or warranty has been breached.
	We refer you to “Description of the Transfer and Servicing Agreements —Sale and Assignment of the Receivables” in the prospectus.
	Breach of Servicer Covenants.  The servicer will be required to purchase any receivable that breaches any covenants made by the servicer under the sale and servicing agreement.
Swap Agreement	The trust will enter into a swap agreement with Toyota Motor Credit Corporation, as swap counterparty.  Under the swap agreement, on each payment date the trust will be obligated to pay to the swap counterparty an amount equal to interest accrued on a notional amount equal to the principal balance of the Class A-3 Notes at a notional fixed rate of [●]%, and the swap counterparty will be obligated to pay to the trust interest accrued on the Class A-3 Notes at their floating rate.  Payments will be made on a net basis between the trust and the swap counterparty. Certain events that are not entirely within the control of the trust or the swap counterparty may, and any event of default under the indenture that results in the acceleration of the notes will, cause the termination of the swap agreement.  Upon a termination of the swap agreement, if the Notes are accelerated, the principal of the Class A Notes will be immediately due and payable and the indenture trustee will be obligated to liquidate the assets of the trust.  Certain events that would cause termination of the swap agreement would also cause the trust to be obligated to make a swap termination payment to the swap counterparty (the amount of which the trust cannot estimate at the date of this prospectus supplement, but which may be significant).  Any swap termination payment owed to the swap counterparty would reduce the amounts available to be paid to all noteholders following any termination and liquidation. &nbs p;In this event, holders of the Class A Notes may suffer a loss. Toyota Motor Credit Corporation’s long term debt ratings are Aaa and AAA by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., respectively, and its short term debt ratings are P-1 and A-1+ by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., respectively.  In the event the long term debt ratings of the swap counterparty are reduced below Aa3 by Moody’s Investors Service, Inc. or AA- by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or the short-term ratings are reduced below P-1 by Moody’s Investors Service, Inc. or A-1 by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., (or, in either case, such lower ratings as may be permitted by Moody’s Investors Service, Inc. and Standa rd & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. without causing a downgrade in the ratings applicable to the notes), the swap counterparty may assign the swap agreement to another party, obtain a replacement swap agreement on substantially the same terms as the swap agreement, or collateralize its obligations under the swap agreement.  However, the swap counterparty shall have no obligation to assign the swap agreement, obtain a replacement swap agreement or collateralize its obligations under the swap agreement in the event of a ratings downgrade, and neither the trust nor noteholders will have any remedy against the swap counterparty with respect to these events.  In addition, in the event that the swap counterparty does not elect to post collateral, assign the swap agreement or obtain a replacement swap agreement after a reduction in rating, the swap counterparty may (but shall not be obligated to) establish any other arrangement satisfactory to Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., such that the ratings of the Class A Notes by the applicable rating agency will not be withdrawn or reduced.</R>

RISK FACTORS

You should consider the following risk factors (and those set forth under “Risk Factors” in the accompanying prospectus) in deciding whether to purchase any Class A Notes.

Prepayments on receivables may cause prepayments on the notes, resulting in reduced returns on your investment and reinvestment risk to you.

You may receive payment of principal on your notes earlier than you expected.  If that happens, you may not be able to reinvest the principal you receive at a rate as high as the rate on your notes.  Prepayments on the receivables will shorten the life of the notes to an extent that cannot be predicted.  Prepayments may occur for a number of reasons.  Some prepayments may be caused by the obligors under the receivables.  For example, obligors may:

·

make early payments, since receivables will generally be prepayable at any time without penalty;

·

default, resulting in the repossession and sale of the financed vehicle;

·

damage the vehicle or become unable to pay due to death or disability, resulting in payments to the trust under any existing physical damage, credit life or other insurance; or

·

sell their vehicles or be delinquent or default on their receivables as a result of a manufacturer recall.

In addition, the receivables include receivables that have APRs that are less than the interest rates on your securities.  Obligors with higher APR receivables may prepay at a faster rate than obligors with lower APR receivables.  Because approximately [●] % of the receivables have APRs (by the cutoff date principal balance) less than the fixed rate of interest on the Class A-[_] Notes, disproportionate rates of prepayments of receivables with higher APRs could affect your yield or result in losses.  Higher rates of prepayments of receivables with higher APRs may result in the trust holding receivables that will generate insufficient collections to cover delinquencies or chargeoffs on the receivables or to make current payments of interest on or principal of your notes.  Similarly, higher rates of prepayments of receivables with higher APRs will decrease the amounts available to be deposited in the reserve fund, or reim burse draws on the revolving liquidity note, reducing the protection against losses and shortfalls afforded thereby to the Class A Notes.  See “The Receivables Pool –– Distribution of the Receivables by APR” and “Prepayment and Yield Considerations” below.

Some prepayments may be caused by the depositor or the servicer.  For example, the depositor will make representations and warranties regarding the receivables, and the servicer will agree to take or refrain from taking certain actions with respect to the receivables.  If the depositor or the servicer breaches a representation or an agreement and the breach is material and cannot be remedied, it will be required to purchase the affected receivables from the trust.  This will result, in effect, in the prepayment of the purchased receivables.  The servicer will also have the option to purchase the receivables from the trust when the total outstanding principal balance of the receivables is 10% or less of the total outstanding principal balance of the receivables as of the cutoff date.  In addition, an event of default under the indenture (including any termination of the swap agreement or default under the revolving liquid ity note) could cause your notes to be prepaid.  See “Because the trust has limited assets, there is only limited protection against potential losses” below.

The rate of prepayments on the receivables may be influenced by a variety of economic, social and other factors.  The seller has limited historical experience with respect to prepayments and cannot predict the actual prepayment rates for the receivables.  The depositor, however, believes that the actual rate of payments, including prepayments, will result in the weighted average life of each class of notes being shorter than the period from the closing date to the related final scheduled maturity date.

The absence of a secondary market for the notes could limit your ability to resell the notes.

The notes are not expected to be listed on any securities exchange.  There have been times in the past when the absence of a liquid secondary market for similar asset backed securities has caused the holders of the securities to be unable to sell their securities at all or other than at a significant loss.  This means that if you want to sell your notes in the future, you may have difficulty finding a buyer at all and, if you find a buyer, the selling price may be less than it would have been if a liquid secondary market existed for the notes.  There is currently no secondary market for the notes.  Although the underwriters have stated that they intend to make a market in each class of notes, they are not obligated to do so.  A secondary market may not ever develop for the notes.  Even if such a market does develop, it may not provide sufficient liquidity or continue for the life of your notes.

The notes are not suitable investments for all investors.

Structured securities are sophisticated instruments, can involve a high degree of risk and are intended for sale only to investors capable of understanding the risks entailed in such instruments.  The notes are not a suitable investment for any investor that requires a regular or predictable schedule of payments or payment on specific dates.  Potential investors in any Class A Notes are strongly encouraged to consult with their financial advisors before making any investment decision.

Potential termination of the swap agreement presents swap counterparty risk, risk of prepayment of the notes and risk of loss upon liquidation of the trust assets.

General.  The trust is obligated to make payments of interest accrued on the Class A-3 Notes at their floating interest rate, but the receivables that are assets of the trust bear interest at fixed rates.  The trust will enter into the swap agreement with Toyota Motor Credit Corporation as the swap counterparty to enable the trust to issue notes bearing interest at a floating rate.  On each payment date, the trust will owe the swap counterparty the amounts of interest deemed to accrue on a notional amount equal to the principal balance of the Class A-3 Notes at a notional fixed rate of [●] %, and the swap counterparty will owe the trust the amount of interest that accrued on the Class A-3 Notes at their floating rate of interest.  Payments (including any swap termination payment) under the swap will be made on a net basis between the trust and the swap counterparty.  For a description of the key provisions o f the swap agreement, see “Swap Agreement” in this prospectus supplement.

Swap Counterparty Risk; Performance and Ratings Risks.  The amounts available to the trust to pay interest and principal of all classes of Class A Notes depend in part on the operation of the swap agreement and the performance by the swap counterparty of its obligations under the swap agreement.  The ratings of all of the Class A Notes take into account the provisions of the swap agreement and the ratings currently assigned to Toyota Motor Credit Corporation’s debt obligations, because Toyota Motor Credit Corporation is the swap counterparty.

During those periods in which the floating LIBOR-based rate payable on the Class A-3 Notes is substantially greater than the amount payable by the trust to the swap counterparty, the trust will be more dependent on receiving payments from the swap counterparty in order to make payments on the notes.  If the swap counterparty fails to pay the net amount due, the amount of credit enhancement available in the current or any future period may be reduced and you may experience delays and/or reductions in the interest and principal payments on your notes.  On the other hand, during those periods in which the amounts payable by the swap counterparty are less than the amounts payable by the trust under the swap agreement, the trust will be obligated to make payments to the swap counterparty.  The swap counterparty will have a claim on the assets of the trust for the net swap payment due to the swap counterparty from the trust.  The s wap counterparty’s claim will be higher in priority than payments on the notes.  On any payment date, if there are not enough funds available from collections or advances to pay all of the trust’s obligations for that payment date, the swap counterparty will receive full payment of the net amount due to it under the swap agreement before you receive payments on your notes.  If there is a shortage of funds available on any payment date, you may experience delays and/or reductions in interest and principal payments on your notes.

As of the date of this prospectus supplement, Toyota Motor Credit Corporation’s long term debt ratings are Aaa and AAA by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., respectively, and its short term debt ratings are P-1 and A-1+ by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., respectively.  A downgrade, suspension or withdrawal of any rating of the debt of Toyota Motor Credit Corporation by a rating agency may result in the downgrade, suspension or withdrawal of the rating assigned by such rating agency to any class (or all classes) of notes.  A downgrade, suspension or withdrawal of the rating assigned by a rating agency to a class of notes would likely have adverse consequences on the liquidity or market value of those notes.

The rating agencies base their ratings of companies, including Toyota Motor Credit Corporation, on factors that are specific to those companies and factors that are external to those companies, including such company’s “country ceilings” for ratings of foreign currency denominated debt and bank deposits and of domestic currency denominated debt issued or guaranteed by such foreign government.

If the long-term debt rating of Toyota Motor Credit Corporation, as swap counterparty, is reduced to a level below Aa3 by Moody’s Investors Service, Inc. or AA- by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or the short-term debt rating of Toyota Motor Credit Corporation, as swap counterparty, is reduced to a level below P-1 by Moody’s Investors Service, Inc. or A-1 by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (or, in either case, such lower ratings as may be permitted by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. without causing a downgrade in the ratings applicable to the Notes), Toyota Motor Credit Corporation, as swap counterparty, may, but will not be required to, assign the swap agreement to another party, obtain a replacement swap agreeme nt on substantially the same terms as the swap agreement, collateralize its obligations under the swap agreement or establish any other arrangement satisfactory to the applicable rating agency.  Neither the trust nor any noteholder will have any remedy against Toyota Motor Credit Corporation if it elects not to do so or otherwise fails to do so.  In such event, it is likely that the ratings on your notes will be downgraded.

Investors should make their own determinations as to the likelihood of performance by the swap counterparty of its obligations under the swap agreement.

Early Termination May Affect Weighted Average Life and Yield.  Certain events (including some that are not within the control of the trust or the swap counterparty) may cause the termination of the swap agreement.  Certain of these events will not cause a termination of the swap agreement unless holders of at least 51% of the outstanding principal balance of the Class A-2, Class A-3 and Class A-4 Notes, voting as a single class (excluding for such purposes the outstanding principal amount of any notes held of record or beneficially owned by Toyota Motor Credit Corporation, Toyota Auto Finance Receivables LLC or any of their affiliates), vote to instruct the indenture trustee (as assignee of the rights of the owner trustee) to terminate the swap agreement.  The holders of any class of notes may not have sufficient voting interests to cause or to prevent a termination of the swap agreement.  If the swap agreement is term inated (or certain other events of default under the indenture occur) and the notes are accelerated, the indenture trustee will liquidate the assets of the trust.  Liquidation would likely accelerate payment of all notes that are then outstanding.  If a liquidation occurs close to the date when any class otherwise would have been paid in full, repayment of that class might be delayed while liquidation of the assets is occurring.  The trust cannot predict the length of time that will be required for liquidation of the assets of the trust to be completed.  In addition, liquidation proceeds may not be sufficient to repay the notes in full, particularly after any termination payment owing to the swap counterparty is made prior to any payments on the notes.  Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes principal of a class of notes to be paid before the related final scheduled payment date will involve the prepayment risks described u nder “Prepayments on receivables may cause prepayments on the notes, resulting in reinvestment risk to you” above.

Risk of Loss Upon Termination.  The proceeds of any liquidation of the assets of the trust may be insufficient to pay in full all accrued interest on and principal of each outstanding class of notes.  In addition, if the swap agreement is terminated, the trust may be obligated to make a swap termination payment to the swap counterparty in an amount that the trust cannot now estimate.  Any swap termination payment paid by the trust will reduce the amounts available to be paid to noteholders.  Also, termination of the swap agreement will be an event of default under the indenture and will cause the priority of payments of all Class A Notes to change, from pro rata payments of interest followed by sequential payments of principal, to pro rata payments of interest followed by pro rata payments of principal to all four classes of Class A Notes.  Therefore, all outstanding Class A Notes will be adversely affected by any shortfall in liquidation proceeds and any payment by the trust of a swap termination payment.

Dependence on a revolving liquidity note to fund certain shortfalls presents counterparty risk, risk of change of yields of the notes and risk of loss in connection with breach of funding obligation.

General.  The reserve account will not be funded except under the circumstances described under “Revolving Liquidity Note and Reserve Account.”  The trust will enter into the revolving liquidity note agreement with Toyota Motor Credit Corporation.  This agreement will authorize the trust to make draw requests to fund interest and principal payable on the Class A Notes to the extent available collections are insufficient to make these payments and the amounts on deposit in the reserve account are insufficient to fund these shortfalls.  In addition, the revolving liquidity note agreement will require Toyota Motor Credit Corporation, as holder of the revolving liquidity note, to fund draws as and when requested by the trust.  The trust will issue the revolving liquidity note to Toyota Motor Credit Corporation to evidence the trust’s obligation to repay any draws funded by Toyota Motor Credit Co rporation, together with interest accrued on the funded draws at a rate of [●] % per annum.  For a description of the key provisions of the revolving liquidity note agreement, see “Revolving Liquidity Note and Reserve Account” in this prospectus supplement.

Counterparty Risk; Performance Risk.  The amounts available to the trust to pay interest on and principal of all classes of Class A Notes may depend in part on the operation of the revolving liquidity note agreement and the performance by the holder of the revolving liquidity note of its obligations under the revolving liquidity note agreement.

On any payment date on which available collections are insufficient to fund payments of interest on and principal of the Class A Notes, the trust will be dependent on receiving payments from the holder of the revolving liquidity note to make payments on the notes, to the extent there are no amounts, or insufficient amounts, then on deposit in the reserve account to fund shortfalls.  If the holder of the revolving liquidity note fails to fund any requested draw, the amount of credit enhancement available in the current or any future period may be reduced and you may experience delays and/or reductions in the interest and principal payments on your notes.  Although this failure will require the holder of the revolving liquidity note to immediately fund the entire undrawn balance of the revolving liquidity note, if the holder of the revolving liquidity note fails to do so, it may cause a continuing shortfall in the funds available to make payments to Class A Noteholders.  This is particularly true because these funding obligations could arise under circumstances where there are no amounts on deposit in the reserve account and current collections are insufficient to fund shortfalls or to start making deposits into the reserve account to be available to make payments in future periods.  Any failure to fund draws by the holder of the revolving liquidity note will cause you to experience delays and/or reductions in interest and principal payments on your notes.

If Toyota Motor Credit Corporation’s short-term unsecured debt rating falls below P-1 by Moody’s Investors Service, Inc, or A-1+ by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (or in either case, such lower ratings as may be permitted by such rating agencies), or if the holder of the revolving liquidity note fails to fund any amount drawn under the revolving liquidity note, then the indenture will require the indenture trustee to demand payment of the entire undrawn amount of the revolving liquidity note and to deposit the payment into the reserve account.  In this event, if the holder of the revolving liquidity note fails to fund the required draw, it is likely that the ratings on your notes will be downgraded.

Investors should make their own determinations as to the likelihood of performance by the holder of the revolving liquidity note of its obligations under the revolving liquidity note agreement.

An Event of Default May Affect Weighted Average Life and Yield.  If the holder of the revolving liquidity note defaults on its obligation to fund the entire undrawn amount of the revolving liquidity note in connection with a downgrade or breach of funding obligation, this default will constitute an event of default under the indenture that will cause the priority of payments of all Class A Notes to change, from pro rata payments of interest followed by sequential payments of principal, to pro rata payments of interest followed by pro rata payments of principal to all classes of Class A Notes.  Thereafter, all classes of Class A Notes will be exposed to the risk of additional shortfalls and losses, and, even if sufficient collections are thereafter available to fund payment in full of all classes of Class A Notes, this change in the priority of payments will change the timing of the repayment in full relative to the respective fi nal scheduled payment dates of each class, with corresponding negative effects on the yields to the holders of each class.

Payment priorities increase risk of loss or delay in payment to certain classes of notes.

Based on the priorities described under “Payments to Noteholders,” classes of notes that receive payments, particularly principal payments, before other classes will be repaid more rapidly than the other classes.  Because principal of each class of notes will be paid sequentially, classes of notes that have higher sequential numerical class designations will be outstanding longer and therefore will be exposed to the risk of losses on the receivables during periods after other classes have been receiving most or all amounts payable on their notes, and after which a disproportionate amount of credit enhancement may have been applied and not replenished.  In addition, the amounts distributable in respect of principal of the Class A-2, Class A-3 and Class A-4 Notes generally will be less than the principal distribution amount, which is expected to result in payments being made in respect of principal of the subordinated de positor’s interest.  Amounts so distributed in respect of principal of the subordinated depositor’s interest will not be available in later periods to fund chargeoffs, the reserve account or amounts drawn on the revolving liquidity note.  As a consequence, holders of the Class A Notes that remain outstanding in later periods may be exposed to an increased risk of loss.

As a result, the yields of the Class A-3 and A-4 Notes will be relatively more sensitive to losses on the receivables and the timing of such losses than the Class A-2 Notes and the Class A-4 Notes will be relatively more sensitive to losses on the receivables and the timing of such losses than the Class A-3 Notes.  If the actual rate and amount of losses exceed your expectations, and if amounts in the reserve account or available under the revolving liquidity note are insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than anticipated, and you could suffer a loss.

Classes of notes that receive payments earlier than expected are exposed to greater reinvestment risk, and classes of notes that receive principal later than expected are exposed to greater risk of loss.  In either case, the yields on your notes could be materially and adversely affected.

Because the trust has limited assets, there is only limited protection against potential losses.

The only sources of funds for payments on the notes are collections on the receivables (which include proceeds of the liquidation of repossessed vehicles and of relevant insurance policies), advances by the servicer, net swap payments by the swap counterparty to the trust, the revolving liquidity note and, if funded, the reserve account.  The notes will not be obligations of or interests in, and are not guaranteed or insured by, Toyota Motor Credit Corporation, Toyota Auto Finance Receivables LLC, Toyota Financial Services Corporation, Toyota Financial Services Americas Corporation, Toyota Motor Corporation, Toyota Motor Sales, U.S.A., Inc., any trustee or any of their affiliates.  Neither the notes nor the receivables owned by the trust are insured or guaranteed by any governmental agency.  You must rely solely on payments on the receivables, advances by the servicer, net swap payments by the swap counterparty to the trust, fundi ng of draws by the holder of the revolving liquidity note and any amounts available in the reserve account for payments on the notes.  Amounts available to be drawn under the revolving liquidity note are limited.  Funds will not be deposited into the reserve account except under the limited circumstances described under “Revolving Liquidity Note and Reserve Account” in this prospectus supplement, and any amounts deposited in the reserve account will be limited.  If the entire reserve account has been used, the trust will depend solely on current collections on the receivables, net swap payments by the swap counterparty to the trust, advances by the servicer and funding of draws by the holder of the revolving liquidity note (to the extent not previously drawn and unreimbursed) to make payments on the notes.  Any excess amounts released from the reserve account to repay amounts drawn on the revolving liquidity note (and interest thereon) or to the depositor will no longer b e available to noteholders on any later payment date (except insofar as the undrawn amount of the revolving liquidity note remains available therefor).  See “Subordination; Revolving Liquidity Note and Reserve Account” in this prospectus supplement.  If the assets of the trust are not sufficient to pay interest and principal on the notes you hold, you will suffer a loss.

Certain events (including some that are not within the control of the trust or the depositor, the sponsor, the administrator, the servicer, Toyota Motor Corporation, Toyota Financial Services Americas Corporation, Toyota Financial Services Corporation, Toyota Motor Sales, U.S.A., Inc., any trustee or any of their affiliates may result in events of default under the indenture (including termination of the swap agreement) and cause acceleration of all outstanding Class A Notes.  Upon the occurrence of an event of default under the indenture, including any termination of the swap agreement, that results in acceleration of the notes, the trust may be required promptly to sell the receivables, liquidate the other assets of the trust and apply the proceeds to the payment of the notes.  Liquidation would be likely to accelerate payment of all notes that are then outstanding.  If a liquidation occurs close to the date when any class other wise would have been paid in full, repayment of that class might be delayed while liquidation of the assets is occurring.  The trust cannot predict the length of time that will be required for liquidation of the assets of the trust to be completed.  In addition, the amounts received from a sale in these circumstances may not be sufficient to pay all amounts owed to the holders of all classes of notes or any class of notes, and you may suffer a loss.  Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes principal of a class of notes to be paid before the related final scheduled payment date will involve the prepayment risks described under “Prepayments on receivables may cause prepayments on the notes, resulting in reinvestment risk to you” above.  Also, an event of default that results in the acceleration of the notes will cause priority of payments of all Class A Notes to change, from pro rata payments of interest followed b y sequential payments of principal, to pro rata payments of interest followed by pro rata payments of principal.  Therefore, all outstanding Class A Notes will be affected by any shortfall in liquidation proceeds.  See “Prepayments on receivables may cause prepayments on the notes, resulting in prepayment risk to you” and “Potential termination of the swap agreement presents swap counterparty risk, risk of prepayment of the notes and risk of loss upon liquidation of the trust assets” above.

Occurrence of events of default under the indenture may result in insufficient funds to make payments on your notes.

Payment defaults or the insolvency or dissolution of the depositor may result in prepayment of the notes, which may result in losses.  If the trust fails to pay principal on the notes when due, or fails to pay interest on the notes within five days of the due date, the indenture trustee or the holders of the classes of notes then outstanding may declare the entire amount of the notes to be due immediately.  If this happens, the indenture trustee may be directed to sell the assets of the trust and prepay the notes.  In the event the indenture trustee sells the receivables under adverse market conditions, proceeds from the sale of the receivables may not be sufficient to repay all of the securities and you may suffer a loss.

Performance of the receivables may be affected by servicer’s consolidation of or change in servicing operations.

Increased delinquency and credit losses are significantly influenced by the combined impact of a number of factors, including the effects of changes in Toyota Motor Credit Corporation’s servicing operations, lower used vehicle prices, continued economic weakness, longer term financing and tiered/risk based pricing.  From time to time, the servicer may update its servicing systems in order to improve operating efficiency, update technology and enhance customer services. In connection with such updates, the servicer may experience limited disruptions in servicing activities both during and following roll-out of the new servicing systems or platforms caused by, among other things, periods of system down-time and periods devoted to user training.  These and other implementation related difficulties may contribute to higher delinquencies.  However, it is not possible to predict with any degree of certainty all of the potential adv erse consequences that may be experienced.  Lower used vehicle prices also contribute to increases in credit loss severity.  The continuation of manufacturer incentives on new vehicles is considered to be a significant contributor to decreased used vehicle prices.  Continued economic weakness as reflected in increased unemployment and personal bankruptcy filings in the United States has also contributed, in part, to Toyota Motor Credit Corporation’s increased delinquencies and frequency of credit losses.  In addition, increased delinquencies and credit losses can be attributed, in part, to increases in the volume of higher risk contracts in connection with the tiered/risk based pricing program.  Consistent with industry trends, Toyota Motor Credit Corporation has also experienced a general increase in the average original contract term of retail installment sales contracts.  Historically, longer term contracts experience higher credit losses.  If the credit losses on t he receivables included in the trust are greater than the historical credit loss experience indicated in this prospectus supplement, the yield to holders of the Class A Notes could be adversely affected and, if those losses exceed the available credit enhancement, you may suffer a loss.

Performance of the receivables could be affected by economic conditions in the states where the receivables were originated.

If a large proportion of obligors are located in a particular state, economic conditions, such as unemployment, interest rates, inflation rates, fuel and energy prices and consumer perception of the economy, or other factors that negatively affect that state could also negatively affect the delinquency, credit loss or repossession experience of the trust.  The table entitled “Geographic Distribution of the Receivables by State” under “The Receivables Pool” in this prospectus supplement provides important information about the number and principal amount of receivables located in each state (based on the address of the related dealer).  By cutoff date principal balance, based on the address of the related dealer [●]%,[●]%,[●]%,[●]% and [●]% of the receivables were located in [●],[●],[●],[●] and [●], respectively.  By cutoff date principal balance , based on the address of the related dealer, not more than [5.00]% of the receivables were located in any other single state.

Certain obligors’ ability to make timely payments on the receivables may be adversely affected by extreme weather conditions.

Extreme weather conditions, such as the recent severe hurricanes in Florida and Louisiana and the southeastern United States, and the recent flooding that occurred in Texas and California could cause substantial business disruptions, economic losses, unemployment and an economic downturn. As a result, the related obligors’ ability to make timely payments could be adversely affected. The trust’s ability to make payments on the notes could be adversely affected if the related obligors were unable to make timely payments.

Certain noteholders may have little or no control with respect to important actions.

The trust will pledge the property of the trust (including the rights of the trust under the swap agreement and the revolving liquidity note agreement) to the indenture trustee as collateral for the payment of the notes.  As a result, the indenture trustee, acting at the direction of the holders of a majority of the outstanding principal amount of the notes (excluding for such purposes the outstanding principal amount of any notes held of record or beneficially owned by Toyota Motor Credit Corporation, Toyota Auto Finance Receivables LLC or any of their affiliates), has the power to direct the trust to take certain actions in connection with the property of the trust.  The holders of a majority of the principal balance of the outstanding notes (excluding for such purposes the outstanding principal amount of any notes held of record or beneficially owned by Toyota Motor Credit Corporation, Toyota Auto Finance Receivables LLC or any of t heir affiliates) or the indenture trustee acting on behalf of the holders of such notes will also have the right under certain circumstances to terminate the servicer.  In addition, that percentage of noteholders will have the right to waive certain events of default or defaults involving the servicer.  See “Description of the Notes — The Indenture –– Events of default; rights upon event of default” and “Description of the Transfer and Servicing Agreements — Rights upon Servicer Default” and “–– Waiver of Past Defaults” in the accompanying prospectus.  Holders of a majority of the outstanding principal balance of the Class A-2, Class A-3 and Class A-4 Notes, voting as a single class (excluding for such purposes the outstanding principal amount of any notes held of record or beneficially owned by Toyota Motor Credit Corporation, Toyota Auto Finance Receivables LLC or any of their affiliates) will have the right to direct the indenture trustee to terminate the swap agreement in connection with certain events of default under the swap agreement, which direction would result in the acceleration of all outstanding Class A Notes.  See “Swap Agreement” in this prospectus supplement.

Paid-ahead simple interest contracts may affect the weighted average lives of the notes.

If an obligor on a simple interest contract makes a payment on the contract ahead of schedule (for example, because the obligor intends to go on vacation), the weighted average life of the notes could be affected.  This is because the additional scheduled payments will be treated as a principal prepayment and applied to reduce the principal balance of the related contract and the obligor will generally not be required to make any scheduled payments during the period for which it was paid-ahead.  During this paid-ahead period, interest will continue to accrue on the principal balance of the contract, as reduced by the application of the additional scheduled payments, but the obligor’s contract would not be considered delinquent during this period.  While the servicer may be required to make interest advances during this period, no principal advances will be made.  Furthermore, when the obligor resumes his required payment s, the payments so paid may be insufficient to cover the interest that has accrued since the last payment by the obligor.  This situation will continue until the regularly scheduled payments are once again sufficient to cover all accrued interest and to reduce the principal balance of the contract.

The payment by the trust of the paid-ahead principal amount on the notes will generally shorten the weighted average lives of the notes.  However, depending on the length of time during which a paid-ahead simple interest contract is not amortizing as described above, the weighted average lives of the notes may be extended.  In addition, to the extent the servicer makes advances on a paid-ahead simple interest contract which subsequently goes into default, the loss on this contract may be larger than would have been the case had advances not been made because liquidation proceeds for the contract will be applied first to reimburse the servicer its advances.

Toyota Motor Credit Corporation’s portfolio of retail installment sale contracts has historically included simple interest contracts which have been paid-ahead by one or more scheduled monthly payments.  There can be no assurance as to the number of contracts in the trust which may become paid-ahead simple interest contracts as described above or the number or the principal amount of the scheduled payments which may be paid-ahead.

The return on the notes could be reduced by shortfalls due to the Servicemembers Civil Relief Act.

The Servicemembers Civil Relief Act, as amended (the “Relief Act”), provides relief to obligors who enter active military service and to obligors in reserve status who are called to active duty after the origination of their receivables.  The response of the United States to the terrorist attacks on September 11, 2001, the instability of Afghanistan, the occupation of Iraq and rising tensions in other regions such as Korea and Iran may continue to involve military operations that will increase the number of citizens who have been called or will be called to active duty.  The Relief Act provides, generally, that an obligor who is covered by the Relief Act may not be charged interest on the related receivable in excess of 6% per annum during the period of the obligor’s active duty.  These shortfalls are not required to be paid by the obligor at any future time.  The servicer is not required to advance these short falls as delinquent payments.  The Relief Act also limits the ability of the servicer to repossess the financed vehicle securing a receivable during the related obligor’s period of active duty and, in some cases, may require the servicer to extend the maturity of the receivable, lower the monthly payments and readjust the payment schedule for a period of time after the completion of the obligor’s military service.  As a result, there may be delays in payment and increased losses on the receivables.  Those delays and increased losses will be borne primarily by the subordinated depositor’s interest, but if such losses cannot be funded from payments on the receivables, by the revolving liquidity note or the reserve fund, you may suffer a loss.

In the event that excess interest on the receivables and amounts in the reserve account, if any, are not sufficient to cover the reduction of interest on the receivables due to the application of the Relief Act or similar regulations or legislation, an interest shortfall will result.  Any such interest shortfall will be paid in subsequent periods to the extent of available funds before payments of principal are made on the notes and may result in extending the anticipated maturity of your class of notes or possibly result in a loss in the absence of sufficient credit enhancement.  In addition, pursuant to the Military Reservist Relief Act of 1991, under certain circumstances California residents called into active duty with the reserves can apply to a court to delay payments on retail installment contracts, including the receivables.

The Relief Act also limits the ability of the servicer to repossess the financed vehicle securing a receivable during the related obligor’s period of active duty and, in some cases, may require the servicer to extend the maturity of the receivable, lower the monthly payments and readjust the payment schedule for a period of time after the completion of the obligor’s military service.  As a result, there may be delays in payment and increased losses on the receivables.  Those delays and increased losses will be borne primarily by the certificates, but if such losses are greater than anticipated, you may suffer a loss.

Because the notes are in book-entry form, your rights can only be exercised indirectly.

Because the notes will be issued in book-entry form, you will be required to hold your interest in the notes through The Depository Trust Company in the United States, or Clearstream Banking Luxembourg société anonyme or Euroclear Bank S.A./N.V, as operator for the Euroclear System in Europe or Asia, or their successors or assigns.  Transfers of interests in the notes within The Depository Trust Company, Clearstream Banking Luxembourg société anonyme or Euroclear Bank S.A./N.V, as operator for the Euroclear System in Europe or Asia, must be made in accordance with the usual rules and operating procedures of those systems.  So long as the notes are in book-entry form, you will not be entitled to receive a definitive note or certificate representing your interest.  The notes will remain in book-entry form except in the limited circumstances described under the caption “Certain Information Regarding the Se curities — Book-Entry Registration” in the accompanying prospectus.  Unless and until the notes cease to be held in book-entry form, the indenture trustee will not recognize you as a Noteholder and the owner trustee will not recognize you as a “Securityholder,” as that term is used in the trust agreement.  As a result, you will only be able to exercise the rights of noteholders indirectly through The Depository Trust Company (if in the United States) and its participating organizations, or Clearstream Banking Luxembourg société anonyme and Euroclear Bank S.A./N.V, as operator for the Euroclear System in Europe or Asia, and their participating organizations.  Holding the notes in book-entry form could also limit your ability to pledge your notes to persons or entities that do not participate in The Depository Trust Company, Clearstream Banking Luxembourg société anonyme or Euroclear Bank S.A./N.V, as operator for the Euroclear System in Europe or Asia , and to take other actions that require a physical certificate representing the notes.

Interest and principal on the notes will be paid by the trust to The Depository Trust Company as the record holder of the notes while they are held in book-entry form.  The Depository Trust Company will credit payments received from the trust to the accounts of its participants which, in turn, will credit those amounts to noteholders either directly or indirectly through indirect participants.  This process may delay your receipt of principal and interest payments from the trust.

Withdrawal or downgrading of the initial ratings of the notes will affect the prices for the notes upon resale.

A security rating is not a recommendation to buy, sell or hold securities.  Similar ratings on different types of securities do not necessarily mean the same thing.  A rating agency may change its rating of the notes after the notes are issued if that rating agency believes that circumstances have changed.  Any subsequent change in a rating will likely affect the price that a subsequent purchaser would be willing to pay for the notes and your ability to resell your notes.

THE ISSUING ENTITY

General

The issuing entity Toyota Auto Receivables 20[●]-[●] Owner Trust (the “Trust”) is a Delaware statutory business trust formed pursuant to the trust agreement (the “Trust Agreement”) between Toyota Auto Finance Receivables LLC, as depositor (“TAFR LLC,” or the “Depositor”), and U.S. Bank Trust National Association, as owner trustee (in such capacity the “Owner Trustee”) and the filing of a certificate of trust with the Secretary of State of the State of Delaware.  After its formation, the Trust will not engage in any activity other than (i) acquiring, holding and managing the receivables described below under “The Receivables Pool” (the “Receivables”) and the other assets of the Trust and proceeds therefrom, (ii) issuing the Class A-1 Notes (the “Class A-1 Notes”), Class A-2 Notes (the “Class A-2 Notes”), Class A-3 Notes (the
47;Class A-3 Notes”), Class A-4 Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, the “Class A Notes” or the “Notes”), the revolving liquidity note (the “Revolving Liquidity Note”) and the subordinated depositor’s interest (the “Subordinated Depositor’s Interest” and, together with the Notes, the “Securities”), (iii) entering into the Swap Agreement, (iv) making payments on the Notes and the Subordinated Depositor’s Interest, and to the holder of the Revolving Liquidity Note and to the Swap Counterparty and (v) engaging in other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.

The Trust may not issue securities other than the Notes and Subordinated Depositor’s Interest.  Except for the Notes and the Revolving Liquidity Note, the Trust is also prohibited from borrowing money or making loans to any other person.

<R>Any amendment to the trust agreement to amend, supplement or modify these permitted activities, or otherwise make any modification that would materially and adversely affect the noteholders, would require the consent of the holders of not less than a majority of the aggregate outstanding principal balance of the notes. </R>

The Trust will initially be capitalized with the Notes, the Revolving Liquidity Note and the Subordinated Depositor’s Interest, in an aggregate amount equal to $[●].  The Trust will use the Notes and the Subordinated Depositor’s Interest as consideration for the Receivables transferred to the Trust by the Depositor pursuant to the Sale and Servicing Agreement (the “Sale and Servicing Agreement”) described in the “Summary of Terms.”  The Class A-2, Class A-3 and Class A-4 Notes are being offered hereby.  TAFR LLC will sell the Class A-1 Notes to Toyota Motor Credit Corporation, the sponsor of this transaction (“TMCC” or the “Sponsor”), in a separate transaction.  TAFR LLC will deliver the net proceeds from the sale of the Notes and a subordinated non-recourse promissory note, to TMCC as consideration for the Receivables transferred to TAFR LLC by TMCC pursuant t o the Receivables Purchase Agreement (the “Receivables Purchase Agreement”) described in the “Summary of Terms.”  The Revolving Liquidity Note, evidencing the right to repayment of draws funded by the holder thereof in respect of certain shortfalls in payments of interest on and principal of the Class A Notes and fully subordinated to the interests of the holders of the Notes, will be issued by the Trust to TMCC.  The Subordinated Depositor’s Interest, evidencing an undivided beneficial interest in the Trust that is fully subordinate to the interest of the holders of the Notes, will be retained by TAFR LLC.

<R>TMCC will be appointed to act as the servicer of the Receivables (the “Servicer”).  TMCC, as Servicer, will service the Receivables pursuant to the Sale and Servicing Agreement and the Trust Agreement and TMCC, as administrator (the “Administrator”) will perform additional administrative services for the Trust, the Owner Trustee and the Indenture Trustee pursuant to the Administration Agreement (the “Administration Agreement”) described in the “Summary of Terms.”  TMCC (or any successor servicer or successor administrator) will be compensated for such services as described under “Transfer and Servicing Agreements –– Servicing Compensation” in this Prospectus Supplement and “Description of the Transfer and Servicing Agreements –– Servicing Compensation and Payment of Expenses” in the Prospectus.  TMCC will be the initial Sw ap Counterparty and Calculation Agent pursuant to the Swap Agreement as described in this Prospectus Supplement under “Description of the Swap Agreement.”  TMCC will also be a party to the Revolving Liquidity Note Agreement and the holder of the Revolving Liquidity Note as described in this Prospectus Supplement under “Revolving Liquidity Note and Reserve Account.”  </R>

Pursuant to agreements between TMCC and the Dealers, each Dealer will repurchase from TMCC those contracts that do not meet certain representations and warranties made by the Dealer when sold by the Dealer.  These Dealer repurchase obligations are referred to in this Prospectus Supplement as “Dealer Recourse.” These representations and warranties relate primarily to the origination of the contracts and the perfection of the security interests in the related financed vehicles, and do not typically relate to the creditworthiness of the related retail purchaser of a Financed Vehicle who entered into a retail installment sales contract with a Dealer (each, an “Obligor”) or the collectibility of the contracts.  Although the Dealer agreements with respect to the Receivables will not be assigned to the Trust, the Sale and Servicing Agreement will require that any recovery by TMCC in respect of any Receivable pursuant to an y Dealer Recourse be deposited in the Collection Account in satisfaction of TMCC’s repurchase obligations under the Sale and Servicing Agreement.  The sales by the Dealers of installment sales contracts to TMCC do not generally provide for recourse against the Dealers for unpaid amounts in the event of a default by an obligor under an installment sales contract, other than in connection with the breach of the foregoing representations and warranties.  As of March 31, 2006, there were approximately 1,600 Dealers located throughout the United States.

The Notes will be secured by and payable from the property of the Trust.  The Trust property that secures the Notes includes the Receivables and certain monies due or received on such Receivables on or after the Cutoff Date.  The Trust property also includes (i) such amounts as from time to time may be held in one or more accounts established and maintained by the Servicer pursuant to the Sale and Servicing Agreement, as described below; (ii) security interests in the Financed Vehicles and any accessions thereto; (iii) the rights to proceeds with respect to the Receivables under physical damage, credit life and disability insurance policies covering the Financed Vehicles or the Obligors, as the case may be; (iv) the right to receive proceeds from any Dealer Recourse; (v) the rights of the Seller under the Receivables Purchase Agreement; (vi) the right to realize upon any property (including the right to receive future proceeds of liqui dation of Defaulted Receivables) that shall have secured a Receivable and that shall have been acquired by the Owner Trustee; (vii) the rights of the Trust and powers of the Owner Trustee under the Swap Agreement, and the amounts payable to the Trust under the Swap Agreement; (viii) the rights of the Trust and powers of the Owner Trustee under the Revolving Liquidity Note Agreement, and the amounts so funded by the holder of the Revolving Liquidity Note under the Revolving Liquidity Note Agreement, and (ix) any and all proceeds of the property listed in clauses (i) through (viii).

<R>The Trust’s fiscal year end will occur on the 31st day of March each year.  </R>

The Trust’s principal offices are in Wilmington, Delaware, in care of [●], as Owner Trustee, at the address set forth below under “— The Trustees.”

CAPITALIZATION OF THE TRUST

<R>The following table illustrates the capitalization of the Trust as of the Closing Date, as if the issuance and sale of the Notes and the Subordinated Depositor’s Interest had taken place on such date:  </R>

Class A Notes	$ [●]
Revolving Liquidity Note	$ 0*
Subordinated Depositor’s Interest	$ [●]
Total	$ [●]

____________________

*

Maximum draws under the Revolving Liquidity Note may aggregate $[●] from and after the Closing Date.

THE DEPOSITOR

<R>The Depositor, Toyota Auto Finance Receivables LLC, was formed as a limited liability company in the State of Delaware on December 22, 2000, as a wholly owned, limited purpose subsidiary of TMCC. The principal executive offices of the Depositor are located at 19851 South Western Avenue EF 12, Torrance, California, 90509, and its telephone number is (310) 468 7333.  Additional information regarding the Depositor may be found in the prospectus under “The Depositor.” </R>

THE SPONSOR, ADMINISTRATOR AND SERVICER

Since it began sponsoring securitization trusts in 1993, TMCC, in its capacities as sponsor, has sponsored 15 securitization trusts backed by retail installment sale contracts which have issued more than $14 billion of securities to date, none of which have defaulted, experienced any trigger events or failed to pay principal in full at maturity.  

<R>In addition to securitizing retail installment sale contracts similar to the Receivables, since 1993, TMCC has sponsored other securitization entities backed by pools of automobile leases which have issued more than $3.5 billion of securities to date, none of which have defaulted, experienced any trigger events of default or failed to pay principal in full at maturity.  The sponsor is responsible for originating, pooling and servicing the pool assets and structuring the securitization transaction.  In its roles as administrator and servicer, TMCC plays a primary role in the management of the trusts and each pool of Receivables.  In addition, as servicer, TMCC will be authorized to exercise certain discretionary activity with regard to the administration of the Receivables, as described under “The Sponsor, Administrator and Servicer—Servicing Experience” in the prospectus.</R>

The following table sets forth a description of the trusts backed by retail installment sale contracts similar to the Receivables that were sponsored by TMCC, beginning in fiscal year 2002.

Name of Issue	Date Issued	Original Principal Amount	Final Maturity Date	Outstanding Principal Amount (March 31, 2006)
Toyota Auto Receivables 2002-A Owner Trust	January 15, 2002	$1,050,932,000	July 15, 2008	-
Toyota Auto Receivables 2002-B Owner Trust	May 15, 2002	$1,108,000,000	May 15, 2009	-
Toyota Auto Receivables 2002-C Owner Trust	October 23, 2002	$1,025,000,000	May 15, 2009	-
Toyota Auto Receivables 2003-A Owner Trust	March 12, 2003	$1,070,000,000	March 15, 2010	$227,622,374
Toyota Auto Receivables 2003-B Owner Trust	September 9, 2003	$1,271,000,000	January 15, 2010	$392,897,832

TMCC, in its capacity as servicer, began servicing operations in 1983.  In addition to servicing retail installment sale contracts similar to the Receivables, TMCC also services vehicle leases and dealer loans.

Additional information regarding TMCC in its capacities as sponsor, administrator and servicer may be found under “The Sponsor, Administrator and Servicer” and “Description of the Transfer and Servicing Agreements” in the prospectus.  

The Servicer is permitted to appoint a subservicer or engage a third party to perform all or a portion of its servicing obligations at the Servicer’s expense.  For example, TMCC has contracted with third parties to retrieve titles with respect to the Receivables, make collections on TMCC’s behalf and perform certain vehicle repossession functions.  Such an appointment does not relieve the Servicer of its obligations or liability for servicing and administering the Receivables in accordance with the provisions of the Transfer and Servicing Agreements.

THE TRUSTEES

<R>[____________] is the Owner Trustee under the Trust Agreement.  [_______] is a [_____] [banking corporation], and its principal executive office is located at [_____________________], Attn:  [______________].  The Depositor, the Servicer and its affiliates may maintain normal commercial banking relations with the Owner Trustee and its affiliates.  The fees and expenses of the Owner Trustee will be paid by the Administrator.  [Note: Description of experience serving as owner trustee for ABS transactions involving auto receivables for TMCC and others will be provided by the owner trustee]</R>

<R>[___________] is the Indenture Trustee under the Indenture (the Indenture Trustee and the Owner Trustee are collectively referred to in this Prospectus Supplement as the Trustees).  [_______________] is a banking association organized under the laws of the [United States] and its principal executive offices are located at (i) solely for purposes of surrender or exchange of notes, [_____________], Attention:  [_________________] and (ii) for all other purposes, [______________], Attention:  [_________________].The fees and expenses of the Indenture Trustee will be paid by [_____________].  The Depositor, the Servicer and their respective affiliates may maintain normal commercial banking relations with the Indenture Trustee and its affiliates.  [Note: Description of experience serving as indenture trustee for ABS transactions involving auto receivables for TMCC and others will be provided by the indentur e trustee]  </R>

THE RECEIVABLES POOL

The pool of Receivables (the “Receivables Pool”) will include the Receivables purchased as of [_______], 20[__] (the “Cutoff Date”).  The Receivables were originated by Dealers in accordance with TMCC’s requirements and subsequently purchased by TMCC.  The Receivables evidence the indirect financing made available by TMCC to the related Obligors of the vehicles financed by the Receivables (the “Financed Vehicles”).  On or before the date of initial issuance of the Notes (the “Closing Date”), TMCC will sell the Receivables to the Depositor pursuant to the Receivables Purchase Agreement between the Seller and TMCC.  The Seller will, in turn, sell the Receivables to the Trust pursuant to the Sale and Servicing Agreement.  During the term of the Sale and Servicing Agreement, neither the Depositor nor TMCC may substitute any other retail installment sales contract for any Receivabl e sold to the Trust.

The Receivables in the Receivables Pool are required to meet certain selection criteria as of the Cutoff Date.  Pursuant to such criteria, each Receivable:

•	falls within the range of:
	remaining principal balance	$[●] to $[●]
	contractual annual percentage rate specified in the finance contract associated with each Receivable (“APR”)	[●]% to [●]%
	original number of monthly payments (“Scheduled Payments”)	[●] to [●]
	remaining number of Scheduled Payments	[●] to [●]
•	has a maximum number of:
	days past due for payment	[●] days
	Scheduled Payments paid ahead of schedule	[●] Scheduled Payments
•	was, at the time of origination, secured by a new or used automobile or light duty truck;
•	was originated in the United States;
•	provides for scheduled monthly payments that fully amortize the amount financed by such Receivable over its original term (except for minimally different payments in the first or last month in the life of the Receivable);
•	is serviced by TMCC as of the Closing Date;
•	to the best knowledge of the Depositor, is not due from any obligor who is presently the subject of a bankruptcy proceeding or is bankrupt or insolvent;
•	does not relate to a vehicle that has been repossessed without reinstatement as of the Cutoff Date;
•	does not relate to a vehicle as to which insurance has been force-placed as of the Cutoff Date; and
•	does not relate to a vehicle as to which the related obligor is an employee of TMCC or any of its affiliates.

[TMCC does not originate retail installment sales contracts in Hawaii, and retail installment sales contracts originated in [●],[●] and [●] or by a TMCC subsidiary in [●] will not be included in the Trust.]  No selection procedures believed by the Depositor to be adverse to Noteholders have been used in selecting the Receivables.

Based on the addresses of the originating Dealers, the Receivables have been originated in [●] states.  Except in the case of any breach of representations and warranties by the related Dealer, the Receivables generally do not provide for recourse against the originating Dealer.  The following are additional characteristics of the Receivables:

•	as a percentage of the aggregate principal balance, as of the Cutoff Date:
	Actuarial Receivables	[●]%
	Simple interest Receivables	[●]%
	New vehicles financed by TMCC	[●]%
	Used vehicles financed by TMCC	[●]%
	Receivables representing financing of vehicles manufactured or distributed by Toyota Motor Corporation or its affiliates	[●]%
•	as a percentage of the number of Receivables, as of the Cutoff Date:
	New vehicles financed by TMCC	[●]%
	Used vehicles financed by TMCC	[●]%

<R>[As of the Cutoff Date, approximately [__]% of the Receivables were at least 30 days delinquent but not more than 59 days delinquent.  [None] of the Receivables were more than 59 days delinquent.]  The composition, distribution by annual percentage rate and geographic distribution of the Receivables as of the Cutoff Date are as set forth in the following tables.  </R>

Composition of the Receivables

Total Cutoff Date Principal Balance	$[●]
Number of Receivables	[●]
Average Cutoff Date Principal Balance	$[●]
Range of Cutoff Date Principal Balances	$[●]-$[●]
Average Original Amount Financed	$[●]
Range of Original Amounts Financed	$[●]-$[●]
Weighted Average APR(1)	[●]	%
Range of APRs	[●]%-[●]	%
Weighted Average Original Number of Scheduled Payments(1)	[●]
Range of Original Number of Scheduled Payments	[●]-[●]
Weighted Average Remaining Number of Scheduled Payments(1)	[●]
Range of Remaining Number of Scheduled Payments	[●]
Weighted Average FICO®(2) score	[●]
Range of FICO scores	[●]-[●]

____________________

⁽¹⁾

Weighted by Principal Balance as of the Cutoff Date.

⁽²⁾

FICO^® is a federally registered servicemark of Fair, Isaac & Company.

Distribution of the Receivables by APR

Range of APRs	Number of Receivables	Percentage of Total Number of Receivables	Cutoff Date Principal Balance	Percentage of Cutoff Date Principal Balance
0.00% - 0.99%		%	$	%
1.00% - 1.99%
2.00% - 2.99%
3.00% - 3.99%
4.00% - 4.99%
5.00% - 5.99%
6.00% - 6.99%
7.00% - 7.99%
8.00% - 8.99%
9.00% - 9.99%
10.00%
Total(1)		100.00%	$	100.00%

____________________

⁽¹⁾

Percentages may not add to 100% due to rounding.

Geographic Distribution of the Receivables by State⁽¹⁾

<R>State	Number of Receivables	Percentage of Total Number of Receivables	Cutoff Date Principal Balance	Percentage of Cutoff Date Principal Balance
[_______]		%	$	%
[_______]
[_______]
[_______]
[_______]
[_______]
[_______]
[_______]
[_______]
[_______]
Other
Total(2)		100.00%	$	100.00%
Number of States Represented				</R>

____________________

^<R>(1)  

Based solely on the addresses of the originating dealers.  Only represents states that , by billing address, constituted more than 5.00% of the aggregate principal balance of the Receivables as of the Cutoff Date.  </R>

⁽²⁾  

Percentages may not add to 100% due to rounding.

<R></R>

<R>Distribution of the Receivables by Number of Days Delinquent</R>

<R>Number of Days Delinquent	Number of Receivables	Percentage of Total Number of Receivables	Aggregate Principal Balance	Percentage of Aggregate Principal Balance(1)
Less than 30 days
30 -   59 days
60 -   89 days
90 - 119 days
120 or greater
Totals				</R>

<R>____________________</R>

^<R>(1)

Percentages may not add to 100% due to rounding.</R>

Distribution of the Receivables by Remaining Term to Scheduled Maturity

Remaining Term to Scheduled Maturity	Number of Receivables	Percentage of Total Number of Receivables	Aggregate Principal Balance	Percentage of Aggregate Principal Balance(1)
[__] months to [__] months
[__] months to [__] months
[__] months to [__] months
[__] months to [__] months
[__] months to [__] months
Totals

____________________

⁽¹⁾

Percentages may not add to 100% due to rounding.

Distribution of the Receivables by Remaining Principal Balance

Range of Remaining Principal Balances	Number of Receivables	Percentage of Total Number of Receivables	Aggregate Principal Balance	Percentage of Aggregate Principal Balance(1)
$[____] to $[____]
$[____] to $[____]
$[____] to $[____]
$[____] to $[____]
$[____] to $[____]
$[____] to $[____]
$[____] to $[____]
$[____] to $[____]
$[____] to $[____]
$[____] to $[____]
$[____] to $[____]
$[____] to $[____]
$[____] to $[____]
Totals

____________________

⁽¹⁾

Percentages may not add to 100% due to rounding.

DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

Set forth below is certain information concerning TMCC’s experience with respect to its portfolio of new and used automobile and light duty truck retail installment sales contracts which it has funded and is servicing, including contracts that have been securitized.

The data presented in the following tables are for illustrative purposes only.  There is no assurance that TMCC’s delinquency, credit loss and repossession experience with respect to automobile and light duty truck retail installment sales contracts in the future, or the experience of the Trust with respect to the Receivables, will be similar to that set forth below.

Delinquency and credit losses are significantly influenced by the combined impact of a number of factors, including general economic conditions, the used vehicle market, purchase quality mix, contract term length and operational changes.  

·

Economic Factors

General economic conditions such as unemployment rates, bankruptcy rates, consumer debt levels, fuel and energy prices, consumer credit performance, interest rates, and inflation can influence both the frequency and severity of losses.  

·

Used Vehicle Market

Changes in used vehicle prices directly affect the proceeds from sales of repossessed vehicles and, accordingly, the level of loss severity experienced with respect to Receivables.  The supply of and demand for used vehicles, interest rates, inflation, the level of manufacturer incentives on new vehicles and general economic outlook are some of the factors affecting the used vehicle market.

·

Purchase Quality Mix

A change in the mix of contracts acquired at various risk levels may potentially increase the amount of credit risk related to the Receivables.  An increase in the number of contracts acquired with lower credit quality (as measured by scores that establish a consumer’s creditworthiness based on present financial condition, experience and past credit history) can increase the amount of credit risk.  Conversely, an increase in the number of contracts with higher credit quality acquired can lower credit risk.  An increase in the mix of contracts with lower credit quality can also increase operational risk unless appropriate controls and procedures are established.  

·

Contract Term Length

The average original contract term of retail and lease vehicle contracts influences credit losses.  Longer term contracts (those having original terms of 48, 60 or 72 months) generally experience a higher rate of default and thus affect the frequency of occurrence and loss severity.  

·

Operational Changes

Operational changes and ongoing implementation of new information and transaction systems are designed to have a positive effect on the Company’s operations, including customer service improvements in the management of delinquencies and credit losses, through the implementation of processes and tools that create greater operational efficiency and effectiveness. However, such changes also have the potential to adversely affect delinquencies and credit losses by disrupting the Company’s normal operations during the operational change process.   

<R>The following tables show TMCC’s servicing experience for its entire portfolio of retail installment sale contracts on automobiles, including contracts sold in securitizations, that TMCC continues to service.  The percentages in the tables below have not been adjusted to eliminate the effect of the growth of TMCC’s portfolio.  Accordingly, the delinquency, repossession and net loss percentages would be expected to be higher than those shown for any group of receivables that are isolated for any period or periods of time and the delinquency, repossession and net loss data measured the activity only for that isolated group over the periods indicated, as will be the case for the Receivables.  If the credit losses on the Receivables included in the Trust are greater than the historical credit loss experience listed below, the yield to holders of the Class A Notes could be adversely affected.  In recent years, T MCC has purchased a broader range of lower credit quality retail installment contracts, which may perform differently than TMCC’s entire portfolio during the periods presented below.</R>

Historical Delinquency Experience⁽¹⁾

	At [●][●],	At March 31,
	[●]	2006	2005	2004	2003	2002
Outstanding Contracts(2)	[●]	[●]	2,182,919	1,900,639	1,564,391	1,309,041
Delinquencies as a Percentage of Contracts Outstanding(3)
30 – 59 days	[●]%	[●]%	1.21%	1.20%	1.75%	1.96%
60 – 89 days	[●]%	[●]%	0.23%	0.22%	0.41%	0.38%
90 days or more	[●]%	[●]%	0.13%	0.18%	0.30%	0.32%
Total	[●]%	[●]%	1.57%	1.60%	2.46%	2.66%

____________________

⁽¹⁾

The historical delinquency data reported in this table includes all retail installment sales contracts originated by TMCC, including those originated in [●],[●] and [●] and those originated by a subsidiary of TMCC operating in [●].  Retail installment sales contracts originated in [●],[●] and [●] and those originated by a subsidiary of TMCC operating in Puerto Rico will not be included in the Series 20[●]-[●] pool.

⁽²⁾

Number of contracts outstanding at end of period.

⁽³⁾

The period of delinquency is based on the number of days payments are contractually past due.  A payment is deemed to be past due if less than 90% of such payment is made on the related payment date.

Net Loss and Repossession Experience⁽¹⁾
(Dollars In Thousands)

<R>	For the [●] Months Ended [●][●],	For the Fiscal Years March 31,
	[●]	2006	2005	2004	2003	2002
Principal Amount Outstanding(2)	$[●]	$[●]	$30,352,869	$26,166,066	$21,609,804	$17,773,351
Average Principal Amount Outstanding(3)	$[●]	$[●]	$28,259,468	$23,887,935	$19,691,577	$15,332,638
Number of Contracts Outstanding	[●]	[●]	2,182,919	1,900,639	1,564,391	1,309,041
Average Number of Contracts Outstanding(3)	[●]	[●]	2,041,779	1,732,515	1,436,716	1,166,161
Number of Repossessions(4)	[●]	[●]	32,716	33,202	28,698	18,887
Number of Repossessions as a Percent of the Number of Contracts Outstanding	[●]%(7)	[●]%	1.50%	1.75%	1.83%	1.44%
Number of Repossessions as a Percent of the Average Number of Contracts Outstanding	[●]%(7)	[●]%	1.60%	1.92%	2.00%	1.62%
Gross Charge-Offs(5)	$[●]	$[●]	$244,693	$247,128	$221,606	$110,466
Recoveries(6)	$[●]	$[●]	$34,245	$29,929	$22,075	$11,722
Net Losses	$[●]	$[●]	$210,448	$208,867	$199,531	$98,744
Net Losses as a Percentage of Principal Amount Outstanding	[●]%(7)	[●]%	0.69%	0.80%	0.92%	0.56%
Net Losses as a Percentage of Average Principal Amount Outstanding	[●]%(7)	[●]%	0.74%	0.87%	1.01%	0.64%</R>

____________________

⁽¹⁾

The historical net loss and repossession data reported in this table includes all retail installment sales contracts originated by TMCC, including those originated in [●],[●] and [●] and those originated by a subsidiary of TMCC operating in [●].  Retail installment sales contracts originated in [●],[●] and [●] and those originated by a subsidiary of TMCC operating in [●] will not be included in the Series 20[●]-[●] pool.

⁽²⁾

For the years ended March 31, 2002 and March 31, 2003, Principal Amount Outstanding includes payoff amount for simple interest contracts and net principal amount for actuarial contracts and unamortized dealer reserve for all contracts.

⁽³⁾

Average of the principal amount or number of contracts outstanding as of the beginning and end of the indicated periods.

⁽⁴⁾

Includes bankrupt repossessions but excludes bankruptcies.

⁽⁵⁾

For the years ended March 31, 2002 and March 31, 2003, amount charged off is the net remaining principal balance, including earned but not yet received finance charges, repossession expenses and unpaid extension fees, less any proceeds from the liquidation of the related vehicle.  Also includes dealer reserve charge-offs.

⁽⁶⁾

For the years ended March 31, 2002 and March 31, 2003, includes all recoveries from post-disposition monies received on previously charged-off contracts including any proceeds from the liquidation of the related vehicle after the related charge-off.  Also includes recoveries for dealer reserve charge-offs and dealer reserve chargebacks.

⁽⁷⁾

Annualized.

STATIC POOLS

<R>Attached to this prospectus supplement as Appendix A, we have included a chart that reflects the static pool performance data of previous securitizations of the sponsor.  The static pool information, other than the static pool information that relates to (a) any pools established before January 1, 2006 and (b) information relating to assets of any pool established on or after January 1, 2006, which information relates to periods prior to January 1, 2006, is deemed to be a part of this prospectus and the registration statement of which this prospectus is a part.  We caution you that this pool of Receivables may not perform in a similar manner to the receivables in other trusts. </R>

USE OF PROCEEDS

The Seller will use the net proceeds from the sale of the Class A Notes (approximately $[●] in the aggregate) to purchase the Receivables from TMCC pursuant to the Receivables Purchase Agreement.

PREPAYMENT AND YIELD CONSIDERATIONS

For more detailed information regarding certain maturity and prepayment considerations with respect to the Notes, see “Risk Factors –– Prepayments on receivables may cause prepayments on the notes, resulting in reduced returns on your investment and  reinvestment risk to you,” “Description of the Notes –– Payments of Principal” and “Weighted Average Lives of the Notes” in this Prospectus Supplement.

Because the rate of payment of principal of each class of Notes depends primarily on the rate of payment (including prepayments) of the principal balance of the Receivables, final payment of any class of Notes could occur significantly earlier or later than their respective Final Scheduled Payment Dates.  Noteholders will bear the risk of being able to reinvest principal payments on the Notes at yields at least equal to the yield on their respective Notes.  Such reinvestment risk includes the risk that interest rates may be lower at the time such holders received payments from the Trust than interest rates would otherwise have been had such prepayments not been made or had such prepayments been made at a different time.  No prediction can be made as to the rate of prepayments on the Receivables in either stable or changing interest rate environments.

Obligors with higher interest rate Receivables may prepay at a faster rate than obligors with lower interest rate Receivables.  Because approximately [●]% of the Receivables have APRs (by the Cutoff Date principal balance) less than the fixed rate of interest on the Class A-[_] Notes, disproportionate rates of prepayments of Receivables with higher APRs could affect the yield on the Class A Notes or result in losses.  Higher rates of prepayments of Receivables with higher APRs may result in the Trust holding Receivables that will generate insufficient collections to cover delinquencies or chargeoffs on the Receivables or to make current payments of interest on or principal of the Class A Notes.  Similarly, higher rates of prepayments of Receivables with higher APRs will decrease the amounts available to be deposited in the Reserve Fund, or reimburse draws on the Revolving Liquidity Note, reducing the protection agains t losses and shortfalls afforded thereby to the Class A Notes.  See the table entitled “Distribution of the Receivables by APR” under “The Receivables Pool” in this Prospectus Supplement.

Prior to the occurrence of and during the continuation of an Event of Default, including following any termination of the Swap Agreement, resulting in acceleration of the Notes, principal payments will not be made on the Class A-2 Notes until the Class A-1 Notes have been paid in full; principal payments will not be made on the Class A-3 Notes until the Class A-2 Notes have been paid in full; and principal payments will not be made on the Class A-4 Notes until the Class A-3 Notes have been paid in full.  However, upon the occurrence and during the continuation of an Event of Default, including following any termination of the Swap Agreement, resulting in acceleration of the Notes, the Class A-1, Class A-2, Class A-3 and Class A-4 Notes will be paid principal on a pro rata basis.  It is expected that final payment of each class of Notes will occur on or prior to the respective Final Scheduled Payment Dates.

Failure to make final payment of any class of Notes on or prior to the respective Final Scheduled Payment Dates will constitute an Event of Default under the Indenture, which may accelerate payments in respect of classes that have not reached their respective Final Scheduled Payment Dates.  However, as the rate of payment of principal of each class of Notes depends on the rate of payment (including prepayments) of the principal balance of the Receivables, sufficient funds may not be available to pay each class of Notes in full on or prior to the respective Final Scheduled Payment Dates.  If sufficient funds are not available, final payment of any class of Notes could occur later than such dates, and the holders of such Notes could suffer a loss.

The rate of prepayments of the Receivables may be influenced by a variety of economic, social and other factors, and under certain circumstances relating to breaches of representations, warranties or covenants, the Depositor and/or the Servicer will be obligated to repurchase Receivables from the Trust.  A higher than anticipated rate of prepayments will reduce the aggregate principal balance of the Receivables more quickly than expected and thereby reduce anticipated aggregate interest payments on the Notes.  See “Risk Factors –– Prepayments on receivables may cause prepayments on the notes, resulting in reduced returns on your investment and reinvestment risk to you.”

Noteholders should consider, in the case of Notes purchased at a discount, the risk that a slower than anticipated rate of principal payments on the Receivables could result in an actual yield that is less than the anticipated yield and, in the case of Notes purchased at a premium, the risk that a faster than anticipated rate of principal payments on the Receivables could result in an actual yield that is less than the anticipated yield.

Certain events (including some that are not within the control of the Trust or the Swap Counterparty) may cause an Event of Default under the Indenture or the termination of the Swap Agreement.  Certain Events of Default under the Indenture will not result in acceleration of the Notes unless a majority of holders of Notes (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their affiliates), voting as a single class, instruct the Indenture Trustee to accelerate the Notes.  Certain of these events will not cause a termination of the Swap Agreement unless holders of a majority of the outstanding principal balance of the Class A-2, Class A-3 and Class A-4 Notes, voting as a single class (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their affiliates), vote to i nstruct the Indenture Trustee (as assignee of the rights of the Owner Trustee) to terminate the Swap Agreement.  The holders of any class of Notes may not have sufficient voting interests as of any date to cause or to prevent a termination of the Swap Agreement or acceleration of the Notes.  If an Event of Default under the Indenture results in the acceleration of the Notes, or if the Swap Agreement is terminated and the Notes are accelerated, the Indenture Trustee may liquidate the assets of the Trust.  Liquidation would accelerate payment of all Notes that are then outstanding.  If a liquidation occurs close to the date when any class otherwise would have been paid in full, repayment of such class might be delayed while liquidation of the assets is occurring.  The Trust cannot predict the length of time that will be required for liquidation of the assets of the Trust to be completed.  Even if liquidation proceeds are sufficient to repay the Notes in full, any liquidation that causes principal of a class of Notes to be paid before the related Final Scheduled Payment Date will involve the prepayment risks described in this Prospectus Supplement under “Risk Factors –– Prepayments on receivables may cause prepayments on the notes, resulting in reduced returns on your investment and reinvestment risk to you” and “Risk Factors –– Potential termination of the swap agreement presents swap counterparty risk, risk of prepayment of the notes and risk of loss upon liquidation of the trust assets.”

The proceeds of any liquidation of the assets of the Trust may be insufficient to pay in full all accrued interest on and principal of each outstanding class of Notes.  In addition, if the Swap Agreement is terminated, the Trust may be obligated to make a swap termination payment to the Swap Counterparty in an amount that the Trust cannot estimate as of the date of this Prospectus Supplement.  Any swap termination payment paid by the Trust will reduce the amounts available to be paid to Noteholders.  Also, acceleration of the Notes as a result of any Event of Default under the Indenture, or following any termination of the Swap Agreement, will cause the priority of payments of all Class A Notes to change to pro rata payments of interest followed by pro rata payments of principal to all four classes of Class A Notes.  Therefore, all outstanding Class A Notes will be affected by any shortfall in liquidation proceeds and any pay ment by the Trust of a swap termination payment.

WEIGHTED AVERAGE LIVES OF THE NOTES

<R>Prepayments on automotive receivables can be measured relative to a prepayment standard or model.  The model used in this Prospectus Supplement, the Absolute Prepayment Model (“ABS”), represents an assumed rate of prepayment each month relative to the original number of receivables in a pool of receivables.  ABS further assumes that all the receivables in such a pool are the same size and amortize at the same rate and that each such receivable will, in each month of its life, either be paid as scheduled or be prepaid in full.  For example, in a pool of receivables originally containing 10,000 receivables, a 1% ABS rate means that 100 receivables prepay in full each month.  ABS does not purport to be an historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any pool of receivables, including the Receivables.  </R>

As the rate of payment of principal of each class of Notes will depend on the rate of payment (including prepayments) of the principal balance of the Receivables, final payment of any class of Notes could occur significantly earlier than the respective Final Scheduled Payment Date for such class.  Reinvestment risk associated with early payment of the Notes of any class will be borne exclusively by the holders of such Notes.

The table captioned “Percent of Initial Note Principal Amount at Various ABS Percentages” (the “ABS Table”) has been prepared on the basis of the characteristics of the receivables described above.  The ABS Table assumes that (i) the receivables prepay in full at the specified constant percentage of ABS monthly, with no defaults, losses or repurchases, (ii) each scheduled monthly payment on each receivable is scheduled to be made and is made on the last day of each month commencing [●] [●], [●] and each month has 30 days, (iii) the Notes are issued on [●] [●], [●] and payments are made on the Notes on each Payment Date (and each such date is assumed to be the fifteenth day of each applicable month), (iv) the balance in the reserve account on each Payment Date is the required amount described in the summary under “Credit Enhancement — B. Revolving Liquidity Note and Reserve Account,” if applicable, (v) except as otherwise indicated, the Servicer exercises its option to purchase the receivables on the earliest Payment Date on which such option may be exercised, (vi) there is no swap termination or other event resulting in the acceleration of the Class A Notes, and (vii) the net of swap payments from the Trust to the Swap Counterparty and swap payments from the Swap Counterparty to the Trust is zero.  The hypothetical pools each have an assumed cutoff date of [●] [●], [●].  The ABS Table indicates the projected weighted average life of each class of Notes and sets forth the percent of the initial principal amount of each class of Notes that is projected to be outstanding after each of the Payment Dates shown at various constant ABS percentages.

The ABS Table also assumes that the Receivables have been aggregated into hypothetical pools with all of the Receivables within each such pool having the following characteristics and that the level scheduled monthly payment for each of the pools (which is based on its aggregate principal balance, APR, original term to maturity and remaining term to maturity as of the assumed cutoff date) will be such that each pool will be fully amortized by the end of its remaining term to maturity.

Pool	Number of Receivables	Aggregate Principal Balance	APR (%)	Remaining Term To Maturity (In Months)	Original Term To Maturity (In Months)
1		$
2
3
4
5
6
7
8
9
10
11
		$

The actual characteristics and performance of the Receivables will differ from the assumptions used in constructing the ABS Table.  The assumptions used are hypothetical and have been provided only to give a general sense of how the principal cash flows might behave under varying prepayment scenarios.  For example, it is very unlikely that the Receivables will prepay at a constant level of ABS until maturity or that all of the Receivables will prepay at the same level of ABS.  Moreover, the diverse terms of receivables within each of the hypothetical pools could produce slower or faster principal distributions than indicated in the ABS Table at the various constant percentages of ABS specified, even if the original and remaining terms to maturity of the Receivables are as assumed.  Any difference between such assumptions and the actual characteristics and performance of the Receivables, or actual prepayment experience, will a ffect the percentages of initial amounts outstanding over time and the weighted average lives of each class of Notes.

Percent of Initial Note Principal Amount at Various ABS Percentages

< TD valign=bottom width=13.467> < TD valign=bottom width=13.467> < TD valign=bottom width=13.467> 

	Class A-2 Notes				Class A-3 Notes				Class A-4 Notes
Payment Date	0.50%	1.00%	1.50%	1.80%	0.50%	1.00%	1.50%	1.80%	0.50%	1.00%	1.50%	1.80%
Weighted Average Life (Years) (1)													;
Weighted Average Life (Years) (1), (2)													;

___________________

⁽¹⁾

The weighted average life of a note is determined by (x) multiplying the amount of each principal payment on a note by the number of years from the date of issuance of the note to the related Payment Date, (y) adding the results and (z) dividing the sum by the original principal amount of the note.

⁽²⁾

This calculation assumes that the Servicer does not exercise its option to purchase the Receivables.

The foregoing table has been prepared on the basis of the assumptions described above under “Weighted Average Lives of the Notes” (including the assumptions regarding the characteristics and performance of the receivables, which will differ from the actual characteristics and performance of the Receivables), and should be read in conjunction therewith.

In calculating the Expected Final Payment Dates shown on the cover to this prospectus supplement, an ABS percentage of [●]% was utilized.  The actual Payment Date on which the Class A-2 Notes, Class A-3 Notes or Class A-4 Notes are paid in full may be before or after this date depending on the actual payment experience of the Receivables.

POOL FACTORS AND TRADING INFORMATION

The “Pool Factor” with respect to any class of Notes will be a seven-digit decimal indicating the principal amount of such class of Notes as of the close of business on the Payment Date in such month as a fraction of the respective principal amount thereof as of the Closing Date.  The Servicer will compute each Pool Factor each month.  Each Pool Factor will initially be 1.0000000 and thereafter will decline to reflect reductions in the principal amount of each class of Notes.  Each such principal amount will be computed by allocating payments in respect of the Receivables to principal and interest using the actuarial method for the Actuarial Receivables and using the simple interest method for the Simple Interest Receivables.  The portion of the principal amount of any class of Notes for a given month allocable to a Noteholder can be determined by multiplying the original denomination of the holder’s Note by th e related Pool Factor for that month.

STATEMENTS TO THE NOTEHOLDERS

<R>Pursuant to the Indenture, the Noteholders will receive monthly reports concerning the payments received on the Receivables, the Pool Balance, the related Pool Factors and various other items of information pertaining to the Trust.  During each calendar year, Noteholders will be furnished information for tax reporting purposes not later than the latest date permitted by law.  The [Servicer][Indenture Trustee] will make the foregoing statements available to the Noteholder each month via its Internet website, which is presently located at [●].  See “Certain Information Regarding the Securities — Reports to Securityholders” in the Prospectus for a more detailed description of the reports to be sent to Noteholders.</R>

DESCRIPTION OF THE NOTES

General

The Notes will be issued pursuant to the terms of the Indenture, a form of which has been filed as an exhibit to the Registration Statement.  A copy of the Indenture and the Swap Agreement will be filed with the Securities and Exchange Commission (the “SEC”) on a Form 8-K following the issuance of the Notes.  The following summary describes certain terms of the Notes, the Indenture and the Swap Agreement.  The summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Notes, the Indenture and the Swap Agreement.  The following summary supplements the description of the general terms and provisions of the Notes of any given series and the related Indenture and Swap Agreement or other credit enhancement or liquidity support set forth in the Prospectus.

Payments of Interest

<R>The Class A-1, Class A-2 and Class A-4 Notes will constitute Fixed Rate Securities, as such term is defined under “Certain Information Regarding the Securities — Fixed Rate Securities” in the Prospectus.  The Class A-3 Notes will constitute Floating Rate Securities, as such term is defined under “Certain Information Regarding the Securities—Floating Rate Securities” in the Prospectus.  </R>

Interest on the principal balances of the Class A Notes will accrue at the respective per annum interest rates set forth on the front cover of this Prospectus Supplement (each, an “Interest Rate”) and will be payable to the related Noteholders monthly on the [●] of each month (or, if such date is not a Business Day, on the next succeeding Business Day) (each such date, a “Payment Date”) commencing [●][●], [●].  A “Business Day” is any day except a Saturday or Sunday, or a day on which banks in New York, New York, Chicago, Illinois, Wilmington, Delaware or San Francisco, California are closed.

Interest will accrue for the period (i) with respect to the Class A-1 and Class A-3 Notes from and including the Closing Date (in the case of the first Payment Date) or from and including the most recent Payment Date on which interest has been paid to but excluding the following Payment Date and (ii) with respect to the Class A-2 and Class A-4 Notes, from and including the Closing Date (in the case of the first Payment Date) or from and including the [●] day of the most recent calendar month during which interest was paid preceding each Payment Date to but excluding the [●] day of the following calendar month (each an “Interest Period”).  Interest on the Class A-1 and Class A-3 Notes will be calculated on the basis of the actual days elapsed during the Interest Period and a 360-day year.  Interest on the Class A-2 and Class A-4 Notes will be calculated on the basis of a 360 day year consisting of twelve 30 day m onths.  Interest accrued as of any Payment Date but not paid on such Payment Date will be due on the next Payment Date, together with interest on such amount at the applicable Interest Rate (to the extent lawful).

Interest payments on the Notes will generally be made from funds on deposit in the Collection Account with respect to the Collection Period preceding the related Payment Date (including any Advances made by the Servicer, amounts paid by the Swap Counterparty under the Swap Agreement and any funds deposited in the Collection Account from the Reserve Account or as draws on the Revolving Liquidity Note or, with respect to an Actuarial Receivable, any excess payment not representing prepayment in full of such Actuarial Receivable which the Servicer will apply towards the payment of Scheduled Payments in one or more future Collection Periods (which we refer to in this Prospectus Supplement as “Payments Ahead”) withdrawn for application with respect to such Collection Period) remaining after reimbursement of Advances made by the Servicer and payment of the Servicing Fee.  Interest payments on all classes of Class A Notes will have the s ame priority.  See “Payments to Noteholders” in this Prospectus Supplement.

In order to issue the Class A-3 Notes bearing interest at a floating rate when the Receivables bear fixed interest rates, the Trust will enter into the Swap Agreement with the Swap Counterparty.  Pursuant to the Swap Agreement, on each Payment Date the Trust is obligated to pay to the Swap Counterparty in respect of the Class A-3 Notes an amount equal to the amount deemed to accrue on a notional amount equal to the outstanding principal balance of the Class A-3 Notes as of the preceding Payment Date at a fixed rate of interest of [●]% (the “Class A-3 Notional Rate”) calculated on an 30/360 basis (the “Class A-3 Swap Interest Amount”).  The amount to be paid by the Swap Counterparty in respect of the Class A-3 Notes on any Payment Date will be the amount of interest that accrued thereon at the related floating interest rate from the preceding Payment Date to such current Payment Date (the “Class A-3 In terest Amount”).

Any net amounts payable by the Trust to the Swap Counterparty on any Payment Date will be deducted from Collections for the related Collection Period prior to making any payments of interest or principal of the Notes.

Under certain circumstances, the amount available for interest payments could be less than the amount of interest payable on the Class A Notes, in which case each class of Class A Noteholders will receive their ratable share (based upon the aggregate amount of such amounts due to such class of Noteholders) of the aggregate amount available to be paid in respect of interest on the Class A-1, Class A-2, Class A-3 and Class A-4 Notes on such Payment Date.  See “Payments to Noteholders” and “Revolving Liquidity Note and Reserve Account” in this Prospectus Supplement.

An Event of Default will occur if the full amount of interest due on any class of Class A Notes is not paid within five days of the related Payment Date.  Upon such an Event of Default, the Indenture Trustee may accelerate the maturity of the Notes and take actions to liquidate the assets of the Trust.  In addition, the Swap Agreement may be terminated by the Swap Counterparty (which event would constitute an Event of Default under the Indenture) if the Swap Counterparty does not receive the Class A-3 Swap Interest Amount within five days of the related Payment Date.  The Swap Agreement also may be terminated by the Trust (by action taken at the direction of holders of Class A-2, Class A-3 and Class A-4 Notes evidencing a majority of the aggregate of the outstanding principal balances of all such classes voting as a single class (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their affiliates)) if the Swap Counterparty does not pay to the Trust the Class A-3 Interest Amount within five days of the Payment Date on which such amounts are due.  See “Description of Notes — The Indenture — Events of Default; Rights upon Event of Default” and “Description of the Swap Agreement” in this Prospectus Supplement.

Payments of Principal

Prior to the occurrence and continuance of an Event of Default that results in acceleration of the Notes, principal payments will be made to the Noteholders on each Payment Date commencing [●] [●], [●].  See “Payments to Noteholders” in this Prospectus Supplement.  Prior to the occurrence and continuance of an Event of Default that results in acceleration of the Notes, principal payments will be made to holders of each class of Class A Notes in sequential order until the principal balance of each such class is reduced to zero.  Following and during the continuance of an Event of Default that results in acceleration of the Notes, principal payments to holders of all classes of Class A Notes will be made on a pro rata basis, based on their outstanding principal balances.  See “The Indenture –– Events of Default, Rights Upon Event of Default” in this Prospectus Supp lement and “Description of the Notes –– The Indenture –– Events of Default, Rights Upon Event of Default” in the Prospectus for a description of what would constitute an Event of Default.

The principal balance of each class of Notes will be due on the respective Final Scheduled Payment Dates indicated on the front cover of this Prospectus Supplement (the “Class A-1 Final Scheduled Payment Date,” the “Class A-2 Final Scheduled Payment Date,” the “Class A-3 Final Scheduled Payment Date” and the “Class A-4 Final Scheduled Payment Date,” respectively).  The actual date on which the aggregate outstanding principal amount of any class of Notes is paid may be earlier than the respective Final Scheduled Payment Dates set forth above based on a variety of factors, including those described under “Prepayment and Yield Considerations” and “Weighted Average Lives of the Notes” in this Prospectus Supplement and under “Weighted Average Lives of the Securities” in the Prospectus.

Indenture

Events of Default; Rights Upon Event of Default.  Upon an “Event of Default” (which term is defined in the Prospectus, but as used in this Prospectus Supplement also includes certain defaults by the holder of the Revolving Liquidity Note on its obligations to fund draws and any termination of the Swap Agreement in connection with any Swap Event of Default or Swap Termination Event), the Noteholders will have the rights set forth in the Prospectus under “Description of the Notes –– The Indenture –– Events of Default; Rights Upon Event of Default.” The Indenture Trustee may sell the Receivables and liquidate the other assets of the Trust subject to certain conditions set forth in the Indenture following an Event of Default under the Indenture, including a default in the payment of any unpaid principal of a class of Notes on its Final Scheduled Payment Date or a default for five days or more in the payment of any interest on any Note.  In the case of an Event of Default not involving one of the specified defaults in payment and not involving any termination of the Swap Agreement or of the Revolving Liquidity Note, the Indenture Trustee is prohibited from selling the Receivables unless one of the conditions set forth in the Prospectus under “Description of the Notes –– The Indenture –– Events of Default, Rights Upon Event of Default” has been satisfied.  In the event of a sale of the Receivables by the Indenture Trustee following an Event of Default, the Noteholders will receive notice and an opportunity to submit a bid in respect of such sale.

Notices

Noteholders of record will be notified in writing by the Indenture Trustee of any Event of Default, any Swap Event of Default, any Swap Termination Event, or termination of, or appointment of a successor to, the Servicer promptly upon a Responsible Officer (as defined in the Sale and Servicing Agreement) obtaining actual knowledge thereof.  While Notes are held in book-entry form, these notices will be delivered by the Indenture Trustee to the Depository Trust Company (“DTC”).  If Notes are issued in definitive form, these notices will be mailed to the addresses provided to the Indenture Trustee by the holders of record as of the relevant record date.  Such notices will be deemed to have been given as of the date of delivery to DTC or mailing.

Prescription

In the event that any Noteholders shall not surrender their Notes for retirement within six months after the date specified in the written notice given by the Indenture Trustee of the date for final payment thereof, the Indenture Trustee shall give a second written notice to the remaining Noteholders to surrender their Notes for retirement and receive the final payment with respect thereto.  If within one year after such second notice any Notes shall not have been surrendered, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds and other assets that remain subject to the Indenture.  Any funds remaining unclaimed after exhaustion of such remedies shall be paid by the Indenture Trustee to a charity specified in the Indenture.

Governing Law

The Indenture, Swap Agreement and Notes are governed by and shall be construed in accordance with the laws of the State of New York applicable to agreements made in and to be performed wholly within such jurisdiction.

Minimum Denominations

<R>The notes of each class shall be issued in U.S. Dollars in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof (except for one Note of each Class which may be issued in a denomination other than an integral multiple of $1,000).  The notes will be issued in book-entry form and will be registered in the name of Cede & Co., as the nominee of the Depository Trust Company, the clearing agency.  </R>

PAYMENTS TO NOTEHOLDERS

On the second Business Day preceding each Payment Date (each, a “Determination Date”), the Servicer will inform the Owner Trustee and the Indenture Trustee of, among other things, the amount of funds collected on or in respect of the Receivables, the amount of Advances to be made by and reimbursed to the Servicer and the Servicing Fee and other servicing compensation payable to the Servicer, in each case with respect to the immediately preceding Collection Period.  On or prior to each Determination Date, the Servicer shall also determine the Class A-3 Swap Interest Amount and the Class A-3 Interest Amount, the Principal Distribution Amount and, based on the available funds and other amounts available for payment on the related Payment Date as described below, the amount of any draws to be made on the Revolving Liquidity Note, the amounts to be distributed to the Noteholders and the holder of the Revolving Liquidity Note, amounts p ayable to the Depositor, and the amounts payable to the Swap Counterparty.  On or before each Payment Date, the Indenture Trustee will cause Payments Ahead previously deposited in the Payahead Account or held by the Servicer in respect of the related Collection Period to be transferred to the Collection Account.

The Indenture Trustee will make payments to the Noteholders out of the amounts on deposit in the Collection Account.  The amounts to be distributed to the Noteholders (the “Payments to Noteholders”) will be determined in the manner described below.

Calculation of Available Collections

The amount of funds available for payment on a Payment Date (without taking into account amounts available to be drawn under the Revolving Liquidity Note or withdrawn from the Reserve Account, if available) (“Available Collections”) will generally be the sum of the following amounts with respect to the Collection Period preceding such Payment Date or, in the case of the first Payment Date, the period from the Cutoff Date through the last day of the calendar month preceding such Payment Date:

(i)

all collections on or in respect of the Receivables other than Defaulted Receivables (including Payments Ahead being applied in such Collection Period but excluding Payments Ahead to be applied in one or more future Collection Periods);

(ii)

all proceeds of the liquidation of Defaulted Receivables, net of expenses incurred by the Servicer in accordance with its customary servicing procedures in connection with such liquidation, including amounts received in subsequent Collection Periods as and when received (“Net Liquidation Proceeds”);

(iii)

all Advances made by the Servicer;

(iv)

the amount (if positive) of any payment (including any swap termination payment) to be made by the Swap Counterparty to the Trust on such Payment Date, net of any payment (including any swap termination payment) to be made by the Trust to the Swap Counterparty on such Payment Date, in each case calculated pursuant to the Swap Agreement; and

(v)

all Warranty Purchase Payments with respect to Warranty Receivables repurchased by the Seller and Administrative Purchase Payments with respect to Administrative Receivables purchased by the Servicer, in each case in respect of such Collection Period.

Available Collections on any Payment Date will exclude (i) the amount (if positive) of any payment to be made by the Trust to the Swap Counterparty on such Payment Date, net of any payment to be made by the Swap Counterparty to the Trust on such Payment Date, in each case calculated pursuant to the Swap Agreement, (ii) amounts received on a particular Receivable (other than a Defaulted Receivable) to the extent that the Servicer has previously made an unreimbursed Advance in respect of such Receivable, (iii) Net Liquidation Proceeds with respect to a particular Receivable to the extent of unreimbursed Advances in respect of such Receivable, (iv) recoveries from collections with respect to Advances that the Servicer has determined are unlikely to be repaid, (v) late fees, extension fees and other administrative fees and expenses or similar charges collected by the Servicer and (vi) any rebates of unearned interest charges with respect to Actuaria l Receivables.  Available Collections on any Payment Date following the termination of the Swap Agreement will exclude an amount equal to the amount of any swap termination payment due from the Trust to the Swap Counterparty, but will include an amount equal to the amount of any Swap Termination Payment due from the Swap Counterparty to the Trust.

A “Defaulted Receivable” will be a Receivable (other than an Administrative Receivable or a Warranty Receivable) as to which (a) all or any part of a Scheduled Payment is 150 or more days past due and the Servicer has not repossessed the related Financed Vehicle or (b) the Servicer has, in accordance with its customary servicing procedures, determined that eventual payment in full is unlikely and has either repossessed and liquidated the related Financed Vehicle or repossessed and held the related Financed Vehicle in its repossession inventory for 90 days, whichever occurs first.  The principal balance of any Receivable that becomes a Defaulted Receivable will be deemed to be zero as of the date it becomes a Defaulted Receivable.  The Servicer’s policy is to charge off an auto loan as soon as disposition of the vehicle has been effected and sales proceeds have been received, but may in some circumstances charge-off an au to loan prior to repossession.  When repossession and disposition of the collateral has not been effected, TMCC’s policy is to charge off as soon as TMCC determines that the vehicle cannot be recovered, but not later than when the contract is 150 days contractually delinquent.

Calculation of Principal Distribution Amount

“Principal Distribution Amount” means, with respect to any Payment Date, an amount equal to the excess, if any, of (a) the Pool Balance as of the end of the Collection Period preceding the related Collection Period, or as of the Cutoff Date, in the case of the first Collection Period, over (b) the Pool Balance as of the end of the related Collection Period, together with any portion of the Principal Distribution Amount that was to be distributed as such on any prior Payment Date but was not because sufficient funds were not available to make such distribution; provided, however, that (i) the Principal Distribution Amount on the Class A-1 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-1 Notes to zero; (ii) the Principal Distribution Amount on the Class A-2 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-2 Notes to zero; (iii) the Principal Distribution Amount on the Class A-3 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-3 Notes to zero; and (iv) the Principal Distribution Amount on the Class A-4 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-4 Notes to zero.

Payments

On each Payment Date, the Trust will make the following payments in the following order of priority from Available Collections for the related Collection Period and, if necessary, from amounts drawn down under the Revolving Liquidity Note (or, if applicable, withdrawn from the Reserve Account):

1.

Servicing Fee –– the total Servicing Fee payable to the Servicer;

2.

Class A Note Interest –– on a pro rata basis, accrued and unpaid interest on the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, together with any amounts that were to be paid pursuant to this clause (2) on any prior Payment Date but were not paid because sufficient funds were not available to make such payment (with interest accrued on such unpaid amounts at the rate or rates at which interest accrued on the related Notes during the relevant accrual period or periods);

3.

Allocation of Principal –– (i) to the Class A-1 Notes until the principal amount thereof is reduced to zero, an amount equal to the Principal Distribution Amount for such Payment Date; and

(ii)  after the principal amount of the Class A-1 Notes is reduced to zero, to the Class A-2 Notes until the principal amount of the Class A-2 Notes is reduced to zero, then to the Class A-3 Notes until the principal amount of the Class A-3 Notes is reduced to zero, and then to the Class A-4 Notes until the principal amount of the Class A-4 Notes is reduced to zero, either (x) an amount sufficient to reduce the aggregate outstanding principal amount of Class A Notes to an amount equal to the product of the Noteholders’ Percentage and the Pool Balance as of the last day of the related Collection Period or (y) if delinquencies or chargeoffs exceed specified levels, as described below under “Revolving Liquidity Note and Reserve Account,” all remaining amounts up to the Principal Distribution Amount; but

(iii)  if there is any Event of Default (including any termination of the Swap Agreement) under the Indenture that results in acceleration of the Notes and unless and until such acceleration has been rescinded, all remaining amounts will be distributed to all outstanding Class A Notes on a pro rata basis until the outstanding principal balance of each such class of Notes has been reduced to zero, as described below under “Payments After Occurrence of Event of Default Resulting in Acceleration”;

4.

Reserve Account Deposit and/or Revolving Liquidity Note Repayment –– to the extent the Reserve Account is required to be funded and amounts then on deposit in the Reserve Account are less than the Specified Reserve Account Balance described below under “Revolving Liquidity Note and Reserve Account,” to the Reserve Account until the amount on deposit in the Reserve Account equals such Specified Reserve Account Balance, and thereafter, if amounts have been drawn under the Revolving Liquidity Note as described below under “Revolving Liquidity Note and Reserve Account,” to the holder of the Revolving Liquidity Note in repayment of such amounts, and then in respect of any accrued and unpaid interest on amounts so drawn;

5.

Principal Amount of Subordinated Depositor’s Interest –– on any Payment Date on and after the Payment Date on which the principal amount of the Class A-1 Notes has been reduced to zero (but not on any Payment Date that occurs during the period when delinquencies or chargeoffs exceed specified levels or following an Event of Default under the Indenture that results in the acceleration of the Notes unless and until such acceleration has been rescinded), an amount sufficient to reduce the outstanding principal amount of the Subordinated Depositor’s Interest to an amount equal to the product of the Subordinated Depositor’s Interest Percentage and the Pool Balance as of the last day of the related Collection Period; and

6.

Excess Amounts –– any remaining amounts in the Collection Account will be distributed to the Depositor as payment on the Depositor’s fractional undivided interest in the trust without further reduction of the principal amount of the Subordinated Depositor’s Interest.

<R>The “Noteholders’ Percentage” for any Payment Date is the percentage equivalent of a fraction, the numerator of which is the aggregate of the principal balances of the Class A-2, Class A-3 and Class A-4 Notes as of the Closing Date, and the denominator of which is the aggregate of such principal balances plus the principal amount of the Subordinated Depositor’s Interest as of the Closing Date, except that following (a) the cessation of delinquencies or chargeoffs exceeding specified levels or (b) the rescission of an acceleration of the Notes after an Event of Default, the Noteholders’ Percentage for subsequent Payment Dates is the lesser of (x) the percentage equivalent of a fraction the numerator of which is the aggregate of the outstanding principal balances of the Class A-2, Class A-3 and Class A-4 Notes as of the Payment Date (prior to making any distributions on such Payment Date) and the denominator of wh ich is the Pool Balance as of the end of the previous Collection Period and (y) the Noteholders’ Percentage for the previous Payment Date).  </R>

“Subordinated Depositor’s Interest Percentage” for any Payment Date is 100% minus the Noteholders’ Percentage for such Payment Date.

Payments After Occurrence of Event of Default Resulting in Acceleration

After an Event of Default that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, the Trust will make the following payments in the following order of priority from Available Collections for the related Collection Period and, if necessary and available, from amounts drawn down under the revolving liquidity note (or, if applicable, withdrawn from the Reserve Account):

1.

Servicing Fee –– the Servicing Fee payable to the Servicer;

2.

Class A Note Interest –– on a pro rata basis, accrued and unpaid interest on the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, together with any amounts that were to be paid pursuant to this clause (2) on any prior Payment Date but were not paid because sufficient funds were not available to make such payment (with interest accrued on such unpaid amounts at the rate or rates at which interest accrued on the related Notes during the relevant accrual period or periods);

3.

Allocation of Principal –– to all Class A Noteholders on a pro rata basis, until the outstanding principal balance of each such class of Notes has been reduced to zero; and

4.

Excess Amounts –– any remaining amounts in the Collection Account will be distributed first, if amounts have been drawn under the Revolving Liquidity Note as described below under “Revolving Liquidity Note and Reserve Account,” to the holder of the Revolving Liquidity Note in repayment of such amounts, then in respect of any accrued and unpaid interest on amounts so drawn, and thereafter to the Depositor as payment on the Subordinated Depositor’s Interest.

SUBORDINATION

The rights of the Noteholders to receive payments with respect to the Receivables will be subordinated to the rights of the Servicer to receive the Servicing Fee, any additional servicing compensation as described under “Transfer and Servicing Agreements –– Servicing Compensation” in this Prospectus Supplement, the right of the Swap Counterparty to receive payments to be made to it by the Trust under the Swap Agreement and the reimbursement of Advances.

As long as any Class A Notes remain outstanding, on each Payment Date: (i) all deposits into the Reserve Account will be subordinated to payments of interest on and principal of the Class A Notes, (ii) repayment of amounts drawn under the Revolving Liquidity Note will be subordinated to payments of interest on and principal of the Class A Notes and any required deposits into the reserve account, (iii) repayment of interest accrued on amounts drawn under the Revolving Liquidity Note will be subordinated to payments of interest on and principal of the Class A Notes, any required deposits into the Reserve Account and repayment of amounts drawn under the Revolving Liquidity Note and (iv) payments on the Subordinated Depositor’s Interest will be subordinated to payments of interest on and principal of the Class A Notes, any required deposits into the Reserve Account and repayment of amounts drawn under the Revolving Liquidity Note (and interest accrued thereon).

REVOLVING LIQUIDITY NOTE AND RESERVE ACCOUNT

On the Closing Date, the Trust will enter into a revolving liquidity note agreement (the “Revolving Liquidity Note Agreement”) with TMCC.  Pursuant to the Revolving Liquidity Note Agreement, the Trust will have the right to make draw requests for the purpose of funding the amounts payable as interest on or principal of the Class A Notes to the extent Available Collections are insufficient to make such payments and amounts then on deposit in the Reserve Account are insufficient to fund such shortfalls.  Pursuant to the Indenture, the Trust will assign its rights under the Revolving Liquidity Note Agreement to the Indenture Trustee, on behalf of the holders of the Notes, and the Indenture Trustee will be obligated to make such draws.  Pursuant to the Revolving Liquidity Note Agreement, TMCC, as holder of the Revolving Liquidity Note, will be obligated to fund such draws as and when requested by the Trust or Indenture Trust ee.  The Trust will issue the Revolving Liquidity Note to TMCC to evidence the Trust’s obligation to repay any draws funded by TMCC, together with interest accrued on such funded draws at a rate of  [●]% per annum, and the Indenture, Sale and Servicing Agreement and Revolving Liquidity Note Agreement will provide that such repayments will be made in accordance with the priority of payments described above under “Description of the Notes –– Payments” and “–– Payments After Occurrence of Event of Default or Acceleration.”

Under certain limited circumstances, as set forth in the Revolving Liquidity Note Agreement, the original holder may transfer the Revolving Liquidity Note.  These circumstances require (i) the execution of a written agreement by the purported transferee to be bound by the terms of the Revolving Liquidity Note Agreement, (ii) an opinion of counsel delivered to the Owner Trustee and the Indenture Trustee indicating no adverse effect in any material respect to the interests of any Noteholder, and (iii) the delivery of letters from Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.  (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”) to the Indenture Trustee generally to the effect that such transfer would not result in the qualification, reduction or withdrawal of the rating currently assigned to any class of Notes.

The aggregate of amounts that may be so drawn and outstanding under the Revolving Liquidity Note is $ [●] ([●]% of the outstanding principal balance of the Receivables as of the Cutoff Date).  The Trust will be obligated to repay amounts so drawn and interest accrued thereon on subsequent Payment Dates from amounts available for such purposes in accordance with the payment priorities described above under “Payments to Noteholders –– Payments.”  The amounts available to be drawn under the Revolving Liquidity Note will be reduced by amounts previously drawn, and increased (up to the initial balance thereof of $[●]) by amounts so repaid.  On any Payment Date, the repayment of amounts drawn under the Revolving Liquidity Note and payment of interest on such drawn amounts will be subordinated to the prior payment of interest and principal on the Class A Notes on such Payment Date and to any d eposit into the Reserve Account of any amount required to be deposited in the Reserve Account on such Payment Date.

If TMCC’s short-term unsecured debt rating falls below “P-1” by Moody’s or “A-1+” by S&P (or in either case, such lower ratings as may be permitted by Moody’s and S&P) or if TMCC fails to fund any amount properly drawn under the Revolving Liquidity Note, then the Indenture will require the Indenture Trustee to demand payment of the entire undrawn amount of the Revolving Liquidity Note, which amounts, if funded, will be applied first to fund any shortfalls in payments of interest on and principal of the Class A Notes, with the remainder to be deposited into the Reserve Account until the amount on deposit in the Reserve Account equals the Specified Reserve Account Balance.  If such event occurs, thereafter the Reserve Account must be maintained as detailed below.  TMCC’s failure to fund any amount to be drawn under the Revolving Liquidity Note shall constitute an Event of Default.  If this Event of Default results in an acceleration of the Notes according to the terms of the Indenture, it will cause the priority of payments of all Class A Notes to change to pro rata payments of interest followed by pro rata payments of principal to all four classes of Class A Notes.

The Reserve Account will be a segregated Trust account established on the Closing Date and held by the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account”).  Any amounts held on deposit in the Reserve Account will be owned by the Depositor, subject to the right of the Indenture Trustee to withdraw such amounts as described below, and any investment earnings thereon will be taxable to the Depositor for federal income tax purposes.  Except as described below, no funds will be available from, and no amounts will be deposited into, the Reserve Account.

The Depositor will grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in any funds in the Reserve Account and the proceeds thereof, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that all income from the investment of funds in the Reserve Account and the right to receive such income are retained by the Depositor and are not transferred, assigned or otherwise conveyed hereunder.  

Following the occurrence of the downgrade event referred to in the second preceding paragraph, or failure of TMCC to fund the amount drawn under the Revolving Liquidity Note, as described above, the Specified Reserve Account Balance at the close of business on any Payment Date will be an amount equal to $[●] ([●]% of the outstanding principal balance of the Receivables as of the Cutoff Date).  Whether or not any such event has occurred, if charge-offs or delinquencies exceed specified levels, the Specified Reserve Account Balance will be (x) the greater of (i) $[●] ([●]% of the outstanding principal balance of the Receivables as of the Cutoff Date) and (ii) [●]% of the outstanding principal balance of the Notes as of such Payment Date (after giving effect to payments of principal made on such date), less (y) the amounts then available to be drawn under the Revolving Liquidity Note.  The amount required to be on deposit in the Reserve Account on any date of determination pursuant to either of the preceding two sentences is referred to as the “Specified Reserve Account Balance,”  but in no event will the Specified Reserve Account Balance with respect to any date exceed the outstanding principal balances of all outstanding classes of Class A Notes as of the preceding Payment Date (after giving effect to any principal payments made on the Notes on such preceding Payment Date).

On or before each Payment Date, if collections on the Receivables, any net swap payments to the Trust and Advances by the Servicer are insufficient to pay the first three items listed under “Payment to Noteholders –– Payments” above, the Indenture Trustee will withdraw funds (if available) from the Reserve Account, and then, to the extent necessary to fund shortfalls in interest on and principal of the Notes, pursuant to the terms of the Revolving Liquidity Note Agreement, and to the extent there is an undrawn balance, draw on the Revolving Liquidity Note to pay those amounts.

If the principal balance of a class of Notes is not paid in full on the related Final Scheduled Payment Date, the Indenture Trustee will withdraw amounts (if available) from the Reserve Account, and then, to the extent necessary and to the extent there is an undrawn balance, draw on the Revolving Liquidity Note to pay that class in full.

On each Payment Date, the Trust (x) to the extent required as described above, will deposit, to the extent available, the amount, if any, necessary to cause the balance of funds on deposit in the Reserve Account to equal the Specified Reserve Account Balance described above and thereafter (y) will repay to the holder of the Revolving Liquidity Note the principal amounts drawn under the Revolving Liquidity Note (and when all principal has been paid, interest thereon) that have not been repaid, in each case, after all other distributions are made on the Notes.

As of any Payment Date, the amount of funds actually on deposit in the Reserve Account may, in certain circumstances, be less than the Specified Reserve Account Balance.  On each Payment Date, the Trust will, to the extent available, deposit the amount, if any, necessary to cause the balance of funds on deposit in the Reserve Account to equal the Specified Reserve Account Balance to the extent set forth above under “Payments to Noteholders.”

References in this Prospectus Supplement to increases in delinquencies or chargeoffs above “specified levels” (an event that has the effect of changing priorities of certain payments and the applicable Noteholders’ Percentage, Subordinated Depositor’s Interest Percentage and the Specified Reserve Account Balance) are references to the occurrence of (x) the average of the Charge-off Rates for the three preceding Collection Periods exceeding [●]% or (y) the average of the Delinquency Percentages for the three preceding Collection Periods exceeding [●]%.

The “Charge-off Rate” with respect to a Collection Period will equal the Aggregate Net Losses with respect to the Receivables that become Defaulted Receivables during that Collection Period expressed, on an annualized basis, as a percentage of the average of (i) the Pool Balance on the last day of the immediately preceding Collection Period and (ii) the Pool Balance on the last day of such Collection Period.

The “Aggregate Net Losses” with respect to a Collection Period will equal the principal balance of all Receivables newly designated during such Collection Period as Defaulted Receivables minus the sum of (x) Net Liquidation Proceeds collected during such Collection Period with respect to all Defaulted Receivables and (y) the portion of amounts subsequently received in respect of Receivables liquidated in prior Collection Periods specified in the Sale and Servicing Agreement.

The “Delinquency Percentage” with respect to a Collection Period will equal (a) the number of all outstanding Receivables 60 days or more delinquent (after taking into account permitted extensions) as of the last day of such Collection Period (excluding Receivables as to which the Financed Vehicle has been liquidated during that Collection Period), determined in accordance with the Servicer’s normal practices, plus (b) the number of repossessed Financed Vehicles that have not been liquidated (to the extent the related Receivable is not otherwise reflected in clause (a) above), expressed as a percentage of the aggregate number of Current Receivables on the last day of such Collection Period.

A “Current Receivable” will be a Receivable that is not a Defaulted Receivable or a Liquidated Receivable.  A “Liquidated Receivable” will be a Receivable that has been the subject of a Prepayment in full or otherwise has been paid in full or, in the case of a Defaulted Receivable, a Receivable as to which the Servicer has determined that the final amounts in respect thereof have been paid.

The Servicer may, from time to time after the date of this Prospectus Supplement, request each of S&P and Moody’s (each a “Rating Agency”) to approve a formula for determining the Specified Reserve Account Balance that is different from that described above or make certain changes with respect to the manner by which the Reserve Account is funded.  If S&P delivers a letter to the Owner Trustee to the effect that the use of any such new formulation will not result in a qualification, reduction or withdrawal of its then-current rating of any class of Notes, and the Owner Trustee has provided Moody’s with 10 days prior written notice of such amendment and Moody’s shall not have notified the Indenture Trustee and/or the Owner Trustee, as the case may be, that such amendment might or would result in the qualification, reduction or withdrawal of the rating it has currently assigned to any class of Notes, then the S pecified Reserve Account Balance will be determined in accordance with such new formula.  The Sale and Servicing Agreement will be amended accordingly, without the consent of any Noteholder, to reflect such new calculation.

As of the close of business on any Payment Date on which the amount of funds on deposit in the Reserve Account is greater than the Specified Reserve Account Balance for such Payment Date, the Servicer will instruct the Indenture Trustee to release and distribute such excess first, to the holder of the Revolving Liquidity Note until all funds drawn and interest accrued thereon have been repaid (in that order), and then to release the remainder to the Seller in respect of the Subordinated Depositor’s Interest.  Upon any distribution of such excess amounts to repay funded draws and interest on the Revolving Liquidity Note or to the Seller, the Noteholders will have no rights in, or claims to, such amounts (except insofar as the undrawn amount of the Revolving Liquidity Note remains available therefore).

Funds on deposit in the Reserve Account may be invested in Eligible Investments.  Investment income on monies on deposit in the Reserve Account will not be available for payment to Noteholders or otherwise subject to any claims or rights of the Noteholders and will be paid to the Seller.  Any loss on such investments will be charged to the Reserve Account.

After the payment in full, or the provision for such payment, of (i) all accrued and unpaid interest on the Notes, (ii) the outstanding principal balance of the Notes and (iii) payment in full of the Revolving Liquidity Note, any funds remaining on deposit in the Reserve Account, subject to certain limitations, will be paid to the Seller.

<R>[CREDIT ENHANCEMENT PROVIDER]</R>

<R>[Financial information, as required by Regulation AB, for a credit enhancement provider, if any, will be provided if (i) the entity is liable or contingently liable to provide payments representing 10% or more of the cashflow supporting any offered class of notes or (ii) the aggregate significance percentage is 10% or more].  </R>

<R>[The aggregate significance percentage, as calculated pursuant to §1115(a)(4) of Regulation AB, is [__]%].</R>

TRANSFER AND SERVICING AGREEMENTS

The Transfer and Servicing Agreements

The description of the terms of the Indenture, Sale and Servicing Agreement, the Administration Agreement and the Trust Agreement (collectively, the “Transfer and Servicing Agreements”) in this Prospectus Supplement does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Transfer and Servicing Agreements.  Forms of the Transfer and Servicing Agreements have been filed as exhibits to the Registration Statement.  Copies of the Transfer and Servicing Agreements will be filed as current reports on Form 8-K with the SEC following the issuance of the Notes.  We refer you to “Where You Can Find More Information About Your Securities—The Depositor” in the accompanying prospectus for additional information regarding reports required to be filed by the Depositor.

Sale and Assignment of Receivables

Certain information with respect to the conveyance of the Receivables from the Seller to the Trust on the Closing Date pursuant to the Sale and Servicing Agreement is set forth under “Description of the Transfer and Servicing Agreements –– Sale and Assignment of Receivables” in the Prospectus.

Accounts

<R>In addition to the accounts referred to under “Description of the Transfer and Servicing Agreements –– Accounts” in the Prospectus, the Seller will also establish and will maintain with the Indenture Trustee the Reserve Account for the benefit of the Noteholders.  The Reserve Account will not be an asset of the Trust.  The Servicer will establish the Payahead Account with the Indenture Trustee for the benefit of the Noteholders and the Depositor as holder of the Subordinated Depositor’s Interest.  The Payahead Account will not be an asset of the Trust.  </R>

Servicing Compensation

The Servicing Fee with respect to each Collection Period will be one-twelfth of [●]% (the “Servicing Fee Rate”) of the outstanding principal balance of the Receivables as of the first day of the related Collection Period or, in the case of the first Payment Date, the outstanding principal balance of the Receivables as of the Cutoff Date and will be paid from Available Collections as described under “Payments to Noteholders” in this Prospectus Supplement.  The Servicer will be entitled to collect and retain as additional servicing compensation in respect of each Collection Period any late fees, extension fees and any other administrative fees and expenses or similar charges collected during such Collection Period, plus any investment earnings or interest earned during such Collection Period from the investment of monies on deposit in the Collection Account or Payahead Account.  See “— Coll ections” below and “Description of the Transfer and Servicing Agreements –– Servicing Compensation and Payment of Expenses” in the Prospectus.

Collections

<R>The Servicer generally may retain all payments on or in respect of the Receivables received from Obligors and all proceeds of Receivables collected during each Collection Period without segregation in its own accounts until deposited in the Collection Account on the related Payment Date.  However, if (i) TMCC ceases to be the Servicer, (ii) an Event of Default exists and is continuing under the Indenture or (iii) the short-term unsecured debt of TMCC ceases to be rated at least P-1 by Moody’s and A-1 by S&P, and alternative arrangements acceptable to the Rating Agencies are not made, the Servicer will deposit all such payments and proceeds into the Collection Account not later than two Business Days after receipt.  Pending deposit into the Collection Account, the Servicer may invest collections at its own risk and for its own benefit.  Such amounts will not be segregated from its own funds.  The Servicer, at its own risk and for its own benefit, may instruct the Owner Trustee to invest amounts held in the Collection Account or Payahead Account in Eligible Investments from the time deposited until the related Payment Date.  The Seller, at its own risk and for its own benefit, may instruct the Indenture Trustee to invest amounts held in the Reserve Fund, if any, in Eligible Investments from each Payment Date (or the Closing Date) to the next Payment Date.  The Seller or the Servicer, as the case may be, will remit the aggregate Warranty Purchase Payments and Administrative Purchase Payments of any Receivables to be purchased from the Trust into the Collection Account on or before the Business Day immediately preceding the related Payment Date.  All decisions regarding deposits and withdrawals from the collection account shall be made by the Servicer and will not be independently verified.  See “Description of the Transfer and Servicing Agreements –– Collections” in t he Prospectus.</R>

“Eligible Investments” will be specified in the Transfer and Servicing Agreements and will be limited to investments that meet the criteria of each Rating Agency from time to time as being consistent with its then-current ratings of the Notes.

Collections on or in respect of a Receivable made during a Collection Period (including Warranty Purchase Payments and Administrative Purchase Payments) which are not late fees, extension fees or certain other similar fees or charges will be applied first to any outstanding Advances made by the Servicer with respect to such Receivable, and then to the related Scheduled Payment.  Any collections on or in respect of a Receivable remaining after such applications will be considered an “Excess Payment.” Excess Payments constituting a prepayment in full of Actuarial Receivables and any Excess Payments relating to Simple Interest Receivables will be applied as a prepayment in respect of such Receivable (each, a “Prepayment”).  All other Excess Payments in respect of Actuarial Receivables will be held by the Servicer (or if any of the conditions in clauses (i) through (iii) in the second preceding paragraph is not satisfie d, deposited in the Payahead Account), as a Payment Ahead.  See “Description of the Transfer and Servicing Agreements –– Collections” in the Prospectus.

Advances

The Servicer will be required to make Advances in respect of Scheduled Payments that are not received in full by the end of the month in which they are due to the extent described under “Description of the Transfer and Servicing Agreements –– Advances” in the Prospectus, unless the Servicer determines, in its sole discretion, that such Advances will not be recoverable from certain collections available to reimburse such Advances.  Under certain circumstances, if the Servicer determines that reimbursement from such collections is unlikely, the Servicer will be entitled to recover unreimbursed Advances from collections on or in respect of other Receivables.  See “Description of the Transfer and Servicing Agreements –– Advances” in the Prospectus.

The Servicer will make all Advances by depositing into the Collection Account an amount equal to the aggregate of the Actuarial Advances and Simple Interest Advances due in respect of a Collection Period on the Business Day immediately preceding the related Payment Date.

Net Deposits

As an administrative convenience, unless the Servicer is required to remit collections daily as described in
“— Collections” above, the Servicer will be permitted to make the deposit of collections, aggregate Advances and amounts deposited in respect of purchases of Receivables by the Depositor or the Servicer for or with respect to the related Collection Period net of payments to be made to the Servicer with respect to such Collection Period.   In addition, so long as TMCC or an affiliate thereof is both the Servicer and the Swap Counterparty and the Servicer is not required to remit collections daily as described in “— Collections” above, the Servicer will be permitted to (i) deduct any amounts owed by the Trust to the Swap Counterparty under the Swap Agreement from deposits otherwise to be made into the Collection Account by the Servicer and (ii) add any amounts owed by the Swap Counterparty to the Trust under the Swap Agreement to deposits otherwise to be made into the Collection Account by the Servicer.  In addition, for so long as TMCC or an affiliate thereof is both the Servicer and the holder of the Revolving Liquidity Note and the Servicer is not required to remit collections daily as described in “–– Collections” above, the Servicer will be permitted to (i) deduct any amounts payable to the holder of the Revolving Liquidity Note in accordance with the priority of payments described above under “Description of the Notes –– Payments” and “–– Payments After Occurrence of Event of Default” from deposits otherwise to be made into the Collection Account by the Servicer and (ii) add any amounts required to be drawn on the Revolving Liquidity Note by the Indenture Trustee to deposits otherwise to be made into the Collection Account by the Servicer, and any such payments will be deemed to satisfy the obligations of the holder of the Revolving Liquidity Note to fund such draws by the Trust pursuant to the Revolving Liquidity Note Agreement.  The Servicer, however, will accoun t to the Owner Trustee as if all of the foregoing deposits and payments were made individually.  See “Description of the Transfer and Servicing Agreements –– Net Deposits” in the Prospectus.

Optional Purchase

<R>The Notes will be redeemed in whole, but not in part, on any Payment Date on which the Servicer exercises its option to purchase the Receivables.  The Servicer, or any successor to the Servicer, may purchase the Receivables on any Payment Date on or after the date when the outstanding principal balance of the Receivables shall have declined to 10% or less of the outstanding principal balance of the Receivables as of the Cutoff Date, as described in the Prospectus under “Description of The Transfer and Servicing Agreements –– Termination.” The “Redemption Price” for the outstanding Notes will be at least equal to the sum of the unpaid principal amount of the outstanding Notes plus accrued and unpaid interest thereon, plus the amount of any funded draws on the Revolving Liquidity Note (and interest thereon) to the extent not already paid, plus any amount payable by the Trust to the Swap Counterpar ty under the Swap Agreement.  </R>

Removal of Servicer

The Indenture Trustee or the holders of a majority of the outstanding principal amount of the Class A Notes (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their affiliates), voting as a single class, may terminate the rights and obligations of the Servicer under the Sale and Servicing Agreement, or waive any Servicer Default without the consent of any holder of the Subordinated Depositor’s Interest, if a Servicer Default occurs.

Upon receipt of notice of the occurrence of a Servicer default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

For more information regarding the removal of the Servicer, see “Description of the Transfer and Servicing Agreements –– Rights Upon Servicer Default” in the Prospectus.

THE OWNER TRUSTEE AND INDENTURE TRUSTEE

[●] will be the Owner Trustee under the Trust Agreement.  As a matter of Delaware law, the Trust will be viewed as a separate legal entity, distinct from the Owner Trustee, and the Trust will be viewed as the issuer of the Subordinated Depositor’s Interest.  [●] will be the Indenture Trustee under the Indenture.  The Owner Trustee, the Indenture Trustee and any of their respective affiliates may hold the Notes in their own names or as pledgees.  For the purpose of meeting the legal requirements of certain jurisdictions, the Servicer and the Owner Trustee acting jointly (or in some instances, the Owner Trustee acting alone) will have the power to appoint co-trustees or separate trustees of all or any part of the Trust.  In the event of such an appointment, all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee by the Sale and Servicing Agreement and the Trust Agreement wil l be conferred or imposed upon the Owner Trustee and each such separate trustee or co-trustee jointly, or, in any jurisdiction in which the Owner Trustee will be incompetent or unqualified to perform certain acts, singly upon such separate trustee or co-trustee who will exercise and perform such rights, powers, duties and obligations solely at the direction of the Owner Trustee.

The Owner Trustee and the Indenture Trustee may resign at any time.  If the Owner Trustee or Indenture Trustee resigns, the Servicer will be obligated to appoint a successor thereto.  TMCC as administrator under the Administration Agreement may also remove the Owner Trustee or the Indenture Trustee if either ceases to be eligible to continue as such under the Trust Agreement or the Indenture, as the case may be, becomes legally unable to act (including, but not limited to, pursuant to the provisions of the Trust Indenture Act in connection with the occurrence of an Event of Default) or becomes insolvent.  In such circumstances, the Servicer will be obligated to appoint a successor Owner Trustee or Indenture Trustee, as applicable.  Any resignation or removal of the Owner Trustee or Indenture Trustee and appointment of a successor thereto will not become effective until acceptance of the appointment by such successor.

The Trust Agreement will provide that the Servicer will pay the fees and expenses of the Owner Trustee and the Indenture Trustee in connection with their duties under the Trust Agreement and Indenture, respectively.  The Trust Agreement and Indenture will further provide that the Owner Trustee and Indenture Trustee will be entitled to indemnification by TMCC for, and will be held harmless against, any loss, liability or expense incurred by the Owner Trustee or Indenture Trustee not resulting from its own willful misfeasance, bad faith or negligence (other than by reason of a breach of any of its representations or warranties to be set forth in the Trust Agreement or Indenture, as the case may be).

Duties of the Owner Trustee and Indenture Trustee

The Owner Trustee will make no representations as to the validity or sufficiency of the Trust Agreement, the Notes or of any Receivables or related documents.  The Owner Trustee will not be accountable for the use or application by the Seller or the Servicer of any funds paid to the Seller or the Servicer in respect of the Notes or the Receivables, or the investment of any monies by the Servicer before such monies are deposited into the Collection Account or Payahead Account.  The Owner Trustee will not independently verify the Receivables.  If no Event of Default has occurred and is continuing, the Owner Trustee will be required to perform only those duties specifically required of it under the Trust Agreement.  Generally, those duties will be limited to the receipt of the various certificates, reports or other instruments required to be furnished to the Owner Trustee under the Trust Agreement, in which case it will only be required to examine them to determine whether they conform to the requirements of the Trust Agreement.  The Owner Trustee will not be charged with knowledge of a failure by the Servicer to perform its duties under the Trust Agreement or Sale and Servicing Agreement unless the Owner Trustee obtains actual knowledge of such failure as will be specified in the Trust Agreement.

In addition, the Owner Trustee will be under no obligation to exercise any of the rights or powers vested in it by the trust agreement or to make any investigation of matters arising under the trust agreement or to institute, conduct or defend any litigation under the trust agreement or in relation thereto at the request, order or direction of any of the certificateholders, unless those certificateholders have offered to the Owner Trustee security or indemnity reasonably satisfactory to the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee in connection with the exercise of those rights.

The Indenture Trustee will make no representations as to the validity or sufficiency of the Indenture, the Notes (other than the execution and authentication thereof) or of any Receivables or related documents, and will not be accountable for the use or application by the Seller or the Servicer of any funds paid to the Seller or the Servicer in respect of the Notes, or the Receivables, or the investment of any monies by the Servicer before such monies are deposited into the Collection Account or Payahead Account.  If no Event of Default has occurred and is continuing, the Indenture Trustee will be required to perform only those duties specifically required of it under the Indenture.  Generally, those duties will be limited to the receipt of the various certificates, reports or other instruments required to be furnished to the Indenture Trustee under the Indenture, in which case it will only be required to examine them to determine whet her they conform to the requirements of the Indenture.  The Indenture Trustee will not be charged with knowledge of a failure by the Servicer to perform its duties under the Trust Agreement or Sale and Servicing Agreement or of TMCC to perform its duties under the Administration Agreement, unless the Indenture Trustee obtains actual knowledge of such failure as will be specified in the Indenture.

<R>The Indenture Trustee will be required to mail each year to all Noteholders a brief report relating to its eligibility and qualification to continue as Indenture Trustee under the Indenture and other information relating to the Receivables.  For additional information regarding such reports, see “The Notes—The Indenture” in the accompanying prospectus.  </R>

The Indenture Trustee will be under no obligation to exercise any of the rights or powers vested in it by the Indenture or to make any investigation of matters arising under the Indenture or to institute, conduct or defend any litigation under the Indenture or in relation thereto at the request, order or direction of any of the Noteholders, unless such Noteholders have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred with respect to such litigation.  No Noteholder will have any right under the Indenture to institute any proceeding with respect to the Indenture, unless such holder previously has given to the Indenture Trustee written notice of the occurrence of an Event of Default and (i) the Event of Default arises from the Servicer’s failure to remit payments when due or (ii) the holders of the Notes (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their affiliates), evidencing not less than 25% of the voting interests of such class of Notes, have made written request upon the Indenture Trustee to institute such proceeding in its own name as the Indenture Trustee under the Indenture and have offered to the Indenture Trustee reasonable indemnity and the Indenture Trustee for 30 days has neglected or refused to institute any such proceedings.  See “Description of the Notes — The Indenture” in this Prospectus Supplement.

Fees and Expenses

<R>The table below sets forth the fees and expenses payable on each payment date, unless otherwise specified in this prospectus supplement.  </R>

Party	Amount
Servicer(1)	one-twelfth of [●]% multiplied by the outstanding principal balance of the Receivables as of the first day of the related collection period plus all late fees, prepayment charges, extension fees and other administrative fees and expenses or similar charges allowed by applicable law with respect to the Receivables received by the Servicer during the related Collection Period
Indenture Trustee(2)	$[●] per annum
Owner Trustee(2)	$[●] per annum
Administrator(3)	$[●] per annum

(1)

To be paid before any amounts are distributed to noteholders.

(2)

To be paid by the Servicer as part of the Servicing Fee.

(3)

To be included as part of the Servicing Fee unless TMCC does not fulfill both roles.

THE SWAP AGREEMENT

The following summary describes certain terms of the Swap Agreement.  The summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of the Swap Agreement.

Payments Under the Swap Agreement

On the Closing Date the Trust will enter into a 1992 International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreement (Multi Currency-Cross Border) (such agreement, the “1992 Master Agreement”) with the Swap Counterparty, as modified to reflect the transactions described below (the 1992 Master Agreement, as so modified, the “Swap Agreement”).  The Swap Agreement will incorporate certain relevant standard definitions in the 2000 ISDA Definitions and the Annex to the 2000 ISDA Definitions published by ISDA.  Under the Swap Agreement, the Trust will generally pay to the Swap Counterparty an amount equal to the Class A-3 Swap Interest Amount due on each Payment Date and the Swap Counterparty will generally pay to the Trust an amount equal to the Class A-3 Interest Amount due on such Payment Date; provided that if the Trust is unable to make any payment due to be made by it to the Swap Counterpar ty under the Swap Agreement, the Swap Counterparty will not be obligated to make its corresponding payment to the Trust under the Swap Agreement.  The Calculation Agent as defined in the swap agreement shall be Toyota Motor Credit Corporation.

Unless the Swap Agreement is terminated early as described below under “— Early Termination of Swap Agreement,” the Swap Agreement will terminate on the earlier of (x) the Class A-3 Final Scheduled Payment Date and (y) the date on which the principal balance of the Class A-3 Notes has been reduced to zero.

The respective obligations of the Swap Counterparty and the Trust to pay certain amounts due under the Swap Agreement will be subject to the conditions precedent as described in the Prospectus under “The Swap Agreement—Conditions Precedent.”

Defaults Under Swap Agreement

Events of default under the Swap Agreement (each, a “Swap Event of Default”) are limited to: (i) the failure of the Trust or the Swap Counterparty to pay any amount when due under the Swap Agreement after giving effect to any applicable grace period; (ii) the occurrence of certain events of insolvency or bankruptcy of the Trust or the Swap Counterparty and (iii) certain other standard events of default under the 1992 Master Agreement including “Breach of Agreement” (not applicable to the Trust), “Misrepresentation” (not applicable to the Trust) and “Merger without Assumption,” as described in Sections 5(a)(ii), 5(a)(iv) and 5(a)(viii) of the 1992 Master Agreement.

Swap Termination Events

“Termination Events” under the Swap Agreement (each a “Swap Termination Event”) will consist of the Swap Termination Events described in the Prospectus under “The Swap Agreement-Swap Termination Events.”

Early Termination of Swap Agreement

Upon the occurrence and continuance of any Swap Event of Default, the non-defaulting party will have the right to designate an “Early Termination Date” (as defined in the Swap Agreement).  On the Early Termination Date, the Swap Agreement will terminate.  With respect to Swap Termination Events, an Early Termination Date may be designated by one or both of the parties (as specified in the Swap Agreement with respect to each Swap Termination Event) and will occur only upon notice and, in certain cases, after the party causing the Swap Termination Event has used reasonable efforts to transfer its rights and obligations under such Swap Agreement to a related entity within a limited period after notice has been given of the Swap Termination Event, all as set forth in the Swap Agreement.  The occurrence of an Early Termination Date under the Swap Agreement will constitute a “Swap Termination.”

The Trust will assign its rights under the Swap Agreement to the Indenture Trustee in connection with the Trust’s pledge of the assets of the Trust as collateral for the Notes.  The Indenture provides that upon the occurrence of (i) any Swap Event of Default arising from any action taken, or failure to act, by the Swap Counterparty, or (ii) any Swap Termination Event (except as described in the following sentence) with respect to which the Swap Counterparty is an Affected Party, the Indenture Trustee may and will, at the direction of holders of Class A-2, Class A-3 and Class A-4 Notes evidencing a majority of the aggregate of the outstanding principal balances of all such classes voting as a single class (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their affiliates), by notice to the Swap Counterparty, designate an Early Termination Date with respect to the Swap Agreement.  If a Swap Termination Event occurs (i) as a result of the insolvency or bankruptcy of the Trust or the Swap Counterparty or (ii) because the Trust or the Swap Counterparty becomes subject to registration as an “investment company” under the Investment Company Act of 1940, the Indenture Trustee will be required by the terms of the Indenture (as assignee of the rights of the Trust under the Swap Agreement) to terminate the Swap Agreement.

Upon any Swap Termination, the Trust or the Swap Counterparty may be liable to make a termination payment to the other, in some cases regardless of which of such parties may have caused such termination (any such payment, a “Swap Termination Payment”).  The amount of any Swap Termination Payment will be based on the market value of the Swap Agreement computed on the basis of market quotations of the cost of entering into swap transactions with the same terms and conditions that would have the effect of preserving the respective full payment obligations of the parties, in accordance with the procedures set forth in the Swap Agreement, and the amounts, if any, owed by the Trust to the Swap Counterparty and by the Swap Counterparty to the Trust.  Any Swap Termination Payment could, if interest rates have changed significantly, be substantial.

Notwithstanding the foregoing, if the Swap Agreement is terminated as a result of a Termination Event resulting from the Trust or the Swap Counterparty becoming subject to registration as an “investment company” for purposes of the Investment Company Act of 1940, as amended, other than as a result of the amendment of such statute or the regulations promulgated under the Investment Company Act of 1940 after the Closing Date, neither party will be required to pay a termination payment.

A Swap Termination will constitute an Event of Default under the Indenture.  Upon the occurrence of any Event of Default (including any swap termination event) that results in acceleration of the Notes, the principal of each class of Class A Notes will become immediately payable and the Indenture Trustee will be obligated to liquidate the assets of the Trust.  In any such event, the ability of the Trust to pay interest on each class of Notes will depend on (a) the price at which the assets of the Trust are liquidated, (b) the amount of the Swap Termination Payment, if any, which may be due to the Swap Counterparty from the Trust under the Swap Agreement and (c) the amount of the Swap Termination Payment, if any, which may be due to the Trust from the Swap Counterparty under the Swap Agreement.  In the event that the net proceeds of the liquidation of the assets of the Trust are not sufficient to make all payments due in respect of the Notes and for the Trust to meet its obligations, if any, in respect of the termination of the Swap Agreement, then such amounts will be allocated and applied in accordance with the priority of payments described in this Prospectus Supplement and the claims of the Swap Counterparty in respect of such net proceeds will rank higher in priority than the claims of the Noteholders.  See “Description of the Notes” and “Payments on the Notes” in this Prospectus Supplement.

Taxation

Neither the Trust nor the Swap Counterparty is obligated under the Swap Agreement to gross up if withholding taxes are imposed on payments made under the Swap Agreement.  If payments by the Swap Counterparty to the Trust become subject to withholding taxes, holders of Class A-2, Class A-3 and Class A-4 Notes evidencing a majority of the aggregate of the outstanding principal balances of all such classes voting as a single class (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their affiliates) may direct the Indenture Trustee to terminate the Swap Agreement, as described above under “— Swap Termination Events.”

Assignment

Except as provided below, neither the Trust nor the Swap Counterparty is permitted to assign, novate or transfer as a whole or in part any of its rights, obligations or interests under the Swap Agreement, except as described in and pursuant to the terms set forth in the Prospectus under “The Swap Agreement—Assignment.”

In addition, in the event the long-term debt rating of the Swap Counterparty is reduced to a level below [●] by Moody’s or [●] by S&P or the short-term debt rating of the Swap Counterparty is reduced to a level below [●] by Moody’s or [●] by S&P (or, in either case, such lower ratings as may be permitted by Moody’s and S&P without causing a downgrade in the ratings applicable to the Notes), the Swap Counterparty may, but is not obligated to, (i) collateralize its payment obligation under the Swap Agreement, provided that (a) a Swap Termination Event or Swap Event of Default does not occur under the Swap Agreement as a result of such collateralization, and (b) if the Swap Counterparty posts collateral, the ratings assigned to the Notes after the posting of such collateral will be at least equal to the ratings assigned by Moody’s and S&P (or their successors) to the Notes at time of su ch reduction of the rating of the Swap Counterparty’s long term debt; or (ii) assign the Swap Agreement to another party (or otherwise obtain a replacement swap agreement on substantially the same terms as the Swap Agreement) and thereby be released from its obligations under the Swap Agreement, provided that in the case of an assignment or an implementation of a replacement swap pursuant to clause (ii), (a) the new swap counterparty, by a written instrument, accepts all of the obligations of the Swap Counterparty under the Swap Agreement or enters into a substantially similar swap to the reasonable satisfaction of the Indenture Trustee (as assignee of the rights of the Trust under the Swap Agreement), (b) the Swap Counterparty delivers an opinion of independent counsel of recognized standing in form and substance reasonably satisfactory to the Indenture Trustee (as assignee of the rights of the Trust under the Swap Agreement) confirming that as at the date of such transfer the new swap counterparty wil l not, as a result of such transfer or replacement, be required to withhold or deduct on account of tax under the Swap Agreement, (c) a Swap Termination Event or Swap Event of Default does not occur under the Swap Agreement as a result of such transfer and (d) the ratings assigned to the Notes after such assignment and release will be at least equal to the ratings assigned by Moody’s and S&P to the Notes at the time of such reduction of the rating of the Swap Counterparty’s long-term debt.

Any cost of any such transfer or replacement will be borne by the Swap Counterparty or the new swap counterparty and not by the Trust; provided, however that the Swap Counterparty shall not be required to make any payment to the new swap counterparty to obtain an assignment or replacement swap.

Modification and Amendment of Swap Agreement

The Indenture contains provisions permitting the Indenture Trustee (as assignee of the rights of the Trust under the Swap Agreement) to enter into any amendment of the Swap Agreement (i) to cure any ambiguity or mistake, (ii) to correct any defective provisions or to correct or supplement any provision contained in the Swap Agreement which may be inconsistent with any other provision in the Swap Agreement or with the Indenture or (iii) to add any other provisions with respect to matters or questions arising under the Swap Agreement; provided, in the case of clause (iii) that such amendment will not adversely affect in any material respect the interest of any Noteholder.  Any such amendment shall be deemed not to adversely affect in any material respect the interests of any Noteholder if S&P delivers a letter to the Indenture Trustee to the effect that the amendment will not result in a qualification, reduction or withdrawal of its then- current rating of any class of Notes, and if the Indenture Trustee has provided Moody’s with [●] days prior written notice of the amendment and Moody’s shall not have notified the Indenture or Owner Trustee that the amendment might or would result in the qualification, reduction or withdrawal of the rating it has currently assigned to any class of Notes.

The Swap Counterparty

A description of the initial Swap Counterparty is provided under “The Sponsor, Administrator and Servicer” in this Prospectus Supplement and under “The Sponsor, Administrator and Servicer” in the Prospectus.  Information regarding the initial Swap Counterparty is publicly available as described under “Where You Can Find More Information About Your Securities” in the Prospectus.  Where indicated by the context, as used in this Prospectus Supplement “Swap Counterparty” includes any party that replaces TMCC as Swap Counterparty as described above under “— Assignment.”

LEGAL PROCEEDINGS

<R>To the knowledge of the Sponsor and the Depositor, there are no legal proceedings pending, or governmental proceedings contemplated, against the Sponsor, the Depositor, the Owner Trustee, the Indenture Trustee, the Servicer or the trust that would be material to holders of any notes.  </R>

ERISA CONSIDERATIONS

A fiduciary of an employee benefit plan or an individual retirement account subject to ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (a “Plan”), must determine that the purchase and holding of a Note is consistent with its fiduciary duties under ERISA (if the Plan is subject to Title I of ERISA) and does not result in a nonexempt prohibited transaction as defined in Section 406 of ERISA or Section 4975 of the Code.  For information regarding treatment of the Notes under ERISA and the risks associated with the Notes being treated as “equity interests” under the Plan Assets Regulation, see “ERISA Considerations” in the Prospectus.  For purposes of the Plan Assets Regulation, the Seller believes that, at the time of issuance, the Class A-2, Class A-3 and Class A-4 Notes should be treated as indebtedness without substantial equity features and, therefore, may be purchased by Plans.

Certain exemptions from the prohibited transaction rules might be applicable to the purchase and holding of the Class A-2, Class A-3 or Class A-4 Notes by a Plan depending on the identity of the plan fiduciary making the decision to acquire the Class A-2, Class A-3 or Class A-4 Notes and the circumstances of the transaction.  Potentially available exemptions would include, without limitation, Prohibited Transaction Class Exemption (“PTCE”) 90-1, which exempts certain transactions involving insurance company pooled separate accounts; PTCE 95-60, which exempts certain transactions involving insurance company general accounts; PTCE 91-38, which exempts certain transactions involving bank collective investment funds; PTCE 84-14, which exempts certain transactions effected on behalf of a Plan by a “qualified professional asset manager”; and PTCE 96-23, which exempts certain transactions effected on behalf of a Plan by an  7;in-house asset manager.” Insurance company general accounts should also discuss with their legal counsel the availability of relief under Section 401(c) of ERISA.  A purchaser of the Class A-2, Class A-3 or Class A-4 Notes should be aware, however, that even if the conditions specified in one or more exemptions are met, the scope of the relief provided by the applicable exemption or exemptions might not cover all acts that might be construed as prohibited exemptions.

The Class A-2, Class A-3 or Class A-4 Notes may not be purchased with the assets of a Plan if the Seller, the Servicer, the Indenture Trustee, the Owner Trustee or any of their affiliates (a) has investment or administrative discretion with respect to such Plan assets; (b) has authority or responsibility to give, or regularly gives, investment advice with respect to such Plan assets, for a fee and pursuant to an agreement or understanding that such advice (i) will serve as a primary basis for investment decisions with respect to such Plan assets and (ii) will be based on the particular investment needs for such Plan; or (c) is an employer maintaining or contributing to such Plan, unless such purchase would be covered by an applicable prohibited transaction exemption and is not otherwise impermissible under ERISA.

Due to the complexities of  the “prohibited transaction” rules and the penalties imposed upon persons  involved in prohibited transactions, it is important that the fiduciary of any  Plan considering the purchase of Notes  consult with its tax and/or legal advisors regarding whether the assets  of the related Trust would be considered plan assets, the possibility of  exemptive relief from the prohibited transaction rules and other issues and  their potential consequences.   

The sale of Notes to a Plan is in no respect a  representation that this investment meets all relevant legal requirements with  respect to investments by Plans generally  or by a particular Plan, or that this investment is appropriate for Plans  generally or any particular Plan.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

In the opinion of McKee Nelson LLP, special tax counsel to the trust (“Tax Counsel”), under current law and subject to the discussion set forth below, the Trust will not be classified as an association (or publicly traded partnership) taxable as a corporation for federal income and California income and franchise tax purposes.  Further, with respect to the Notes, Tax Counsel will advise the Trust that the Class A-2, Class A-3 and Class A-4 Notes will be classified as debt for federal income tax purposes.  Beneficial owners of Notes will be deemed to agree, by their purchase of the Notes, to treat the Notes as debt for federal income tax purposes.

For federal income and California income and franchise tax purposes, the Trust will be disregarded as an entity separate from the Seller.  As a result, the Trust’s assets will be treated as assets of the Seller, and all income, deduction and other tax items therefrom will be treated as tax items of the Seller.

In addition, Tax Counsel has prepared or reviewed the statements under the heading “Summary of Terms — Tax Status” as they relate to federal income tax matters and under the heading “Certain Federal Income Tax Consequences” in this Prospectus Supplement and in the Prospectus and is of the opinion that such statements are correct in all material respects.  Such statements are intended as an explanatory discussion of the possible effects of the classification of the Trust as a partnership for federal income tax purposes on investors generally and of related tax matters affecting investors generally, but do not purport to furnish information in the level of detail or with the attention to the investor’s specific tax circumstances that would be provided by an investor’s own tax adviser.  Accordingly, each investor is advised to consult its own tax advisor with regard to the tax consequences to it of investing in Notes.

For additional information regarding the federal and state tax treatment of the Trust, and the federal and state tax consequences of the purchase, ownership and disposition of the Notes, prospective investors should refer to the discussion in the accompanying Prospectus under the headings “Certain Federal Income Tax Consequences –– Tax Treatment of Owner Trusts” and “Certain State Tax Consequences.”

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting Agreement, the Depositor has agreed to sell to each of the Class A-2 Note/Class A-3 Note/Class A-4 Note Underwriters named below (collectively, the “Class A-2 Note/Class A-3 Note/Class A-4 Note Underwriters”), and each of the Class A-2 Note/Class A-3 Note/ Class A-4 Note Underwriters has severally agreed to purchase the initial principal amount of Class A-2, Class A-3 and Class A-4 Notes set forth opposite its name below:

	Principal Amount of Class A-2 Notes	Principal Amount of Class A-3 Notes	Principal Amount of Class A-4 Notes
[●]	$	$	$
[●]	$	$	$
[●]	$	$	$
[●]	$	$	$
Total	$	$	$

The Depositor has been advised by the Class A-2 Note/Class A-3 Note/Class A-4 Note Underwriters that they propose initially to offer the Class A-2, Class A-3 and Class A-4 Notes offered by this Prospectus Supplement to the public at the prices set forth in this Prospectus Supplement.  After the initial public offering of such Class A-2, Class A-3 and Class A-4 Notes, the public offering price may change.

The underwriting discounts and commissions, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the principal amount of the related class of Notes and as an aggregate dollar amount, shall be as follows:

	Underwriting Discount and Commissions	Net Proceeds to the Seller(1)	Selling Concessions Not to Exceed	Reallowance Not to Exceed
Class A-2 Notes	%	%	%	%
Class A-3 Notes	%	%	%	%
Class A-4 Notes	%	%	%	%
Total for the offered Notes	$	$

____________________

⁽¹⁾

Before deducting expenses payable by the Seller, estimated to be $[●].

Until the distribution of the Notes is completed, rules of the SEC may limit the ability of the Underwriters and certain selling group members to bid for and purchase the Notes.  As an exception to these rules, the Underwriters are permitted to engage in certain transactions to stabilize the price of the Notes.  Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the Notes.

If the Underwriters create a short position in the Notes in connection with this offering, (i.e., they sell more Notes than are set forth on the cover page of this Prospectus Supplement), the Underwriters may reduce that short position by purchasing Notes in the open market.

The Underwriters may also impose a penalty bid on certain Underwriters and selling group members.  This means that if the Underwriters purchase Notes in the open market to reduce the Underwriters’ short position or to stabilize the price of the Notes, they may reclaim the amount of the selling concession from any Underwriter or selling group member who sold those Notes as part of the offering.

In general, purchases of a security for the purposes of stabilization or to reduce a short position could cause the price of the security to be higher that it might be in the absence of such purchases.  The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security.

Neither the Seller nor the Underwriters makes any representation or prediction as to the direction or magnitude of any effect that any of the transactions described above may have on the price of the Notes.  In addition, neither the Seller nor any of the Underwriters make any representation that the Underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.

The Notes are new issues of securities and there currently is no secondary market for the Notes.  The Underwriters for the Notes expect to make a market in such Notes but will not be obligated to do so.  There is no assurance that a secondary market for the Notes will develop.  If a secondary market for the Notes does develop, it might end at any time or it might not be sufficiently liquid to enable you to resell any of your Notes.

The Indenture Trustee may, from time to time, invest the funds in the Collection Account and the Reserve Account, at the direction of the Servicer and the Seller, in investments acquired from or issued by the Underwriters.

In the ordinary course of business, the Underwriters and their affiliates have engaged and may engage in investment banking and commercial banking transactions with the Servicer and its affiliates.

The Seller and TMCC have agreed to indemnify the Underwriters against certain liabilities, including civil liabilities under the Securities Act, or to contribute to payments which the Underwriters may be required to make in respect thereof.

The Underwriters have informed the Seller that they do not expect discretionary sales by the Underwriters to exceed 5% of the principal amount of the Notes offered by this Prospectus Supplement.

It is expected that the delivery of the Notes will be made against payment therefor on or about the Closing Date, which is expected to be the seventh business day following the date hereof.  Under Rule 15c-6 under the Exchange Act, trades in the secondary market generally are required to settle within three business days, unless the parties thereto expressly agree otherwise.  Accordingly, purchasers who wish to trade the Notes on the date hereof and for a period of seven business days hereafter will be required, by virtue of the fact that the Notes initially will settle seven business days after the date hereof, to specify an alternate settlement cycle at the time of any such trade to avoid a failed settlement.

EUROPEAN ECONOMIC AREA

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter has represented and agreed, and each further Underwriter appointed under the Program will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Notes to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State:

(a)

which starts within the period beginning on the date of publication of a Prospectus in relation to those Notes which has been approved by the competent authority in that Relevant Member State or where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of such publication;

(b)

at any time to a legal entity which is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(c)

at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance of more than €43,000,000 and (3) an annual turnover of more than €50,000,000, as shown in its last annual or consolidated accounts, or other qualified investors pursuant to Art. 2(1)(e) of the Prospectus Directive; or

(d)

at any time in any other circumstances which do not require the publication by the relevant Company of a Prospectus pursuant to Article 3 of the Prospectus Directive.

For purposes of this provision, the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means presenting sufficient information on the terms of the offer and the Notes to be offered, so as to enable an investor to decide to purchase or subscribe for the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

UNITED KINGDOM

Each Underwriter has represented and agreed, and each further Underwriter appointed under the Program Agreement will be required to represent and agree that:

(a)

in relation to any Notes having a maturity of less than one year, (a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (b) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of Notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”) by TMCC;

(b)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

(c)

it has complied and will comply with all other applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

LEGAL OPINIONS

In addition to the legal opinions described in the Prospectus, certain legal matters relating to the Notes and certain federal income tax and other matters will be passed upon for the Trust by McKee Nelson LLP.  Certain legal matters relating to the Notes will be passed upon for the Underwriters by [●].

INDEX OF TERMS

1992 Master Agreement

S-59

ABS

S-42

ABS Table

S-43

Administration Agreement

S-29

Administrator

S-29

Aggregate Net Losses

S-53

APR

S-33

Available Collections

S-48

Business Day

S-46

Charge-off Rate

S-53

Class A Notes

S-29

Class A-1 Final Scheduled Payment Date

S-47

Class A-1 Notes

S-29

Class A-2 Final Scheduled Payment Date

S-47

Class A-2 Note/Class A-3 Note/Class A-4 Note Underwriters

S-64

Class A-2 Notes

S-29

Class A-3 Final Scheduled Payment Date

S-47

Class A-3 Interest Amount

S-46

Class A-3 Notes

S-29

Class A-3 Notional Rate

S-46

Class A-3 Swap Interest Amount

S-46

Class A-4 Final Scheduled Payment Date

S-47

Class A-4 Notes

S-29

Clearstream Banking Luxembourg

S-1

Closing Date

S-32

Code

S-62

Current Receivable

S-53

Cutoff Date

S-32

Dealer Recourse

S-30

Defaulted Receivable

S-49

Delinquency Percentage

S-53

Depsitor

S-29

Determination Date

S-48

DTC

S-1

Eligible Investments

S-55

Event of Default

S-47

Excess Payment

S-55

Financed Vehicles

S-32

FSMA

S-65

Global Notes

S-1

Interest Period

S-46

Interest Rate

S-45

ISDA

S-59

Liquidated Receivable

S-53

Moody’s

S-52

Net Liquidation Proceeds

S-48

Non-U.S. Person

S-4

Noteholders’ Percentage

S-50

Notes

S-29

Obligor

S-30

Owner Trustee

S-29

Payment Date

S-46

Payments to Noteholders

S-48

Plan

S-62

Pool Factor

S-45

Prepayment

S-55

Principal Distribution Amount

S-49

PTCE

S-63

Rating Agency

S-54

Receivables

S-29

Receivables Pool

S-32

Receivables Purchase Agreement

S-29

Redemption Price

S-56

Reserve Account

S-52

Revolving Liquidity Note

S-29

Revolving Liquidity Note Agreement

S-51

S&P

S-52

Sale and Servicing Agreement

S-29

Scheduled Payments

S-33

SEC

S-45

Securities

S-29

Servicer

S-29

Servicing Fee Rate

S-55

Specified Reserve Account Balance

S-52

Sponsor

S-29

Subordinated Depositor’s Interest

S-29

Subordinated Depositor’s Interest Percentage

S-51

Swap Agreement

S-59

Swap Event of Default

S-59

Swap Termination

S-60

Swap Termination Event

S-60

Swap Termination Payment

S-60

TAFR LLC

S-29

Tax Counsel

S-63

TMCC

S-29

Trust

S-29

Trust Agreement

S-29

U.S. Person

S-4

<R>APPENDIX A</R>

<R>STATIC POOL INFORMATION</R>

<R>
Closing Date
Cutoff Date
Total Cutoff Date Principal Balance..……………………
Number of Receivables..............…………………………
Average Cutoff Date Principal Balance..……………………
Range of Cutoff Date Principal:
Balance........................………………………………………
Average Original Amount Financed.......……………………
Range of Original Amount Financed…………………
Weighted Average APR(1) ...............……………………
Range of APRs....................……………………
Weighted Average Original Number of
Scheduled Payments(1) .............……………………
Range of Original Number of
Scheduled Payments.............……………………
Weighted Average Remaining Number of
Scheduled Payments(1) .............…………………………………………
Range of Remaining Number of
Scheduled Payments.............……………………………
% New (no. & current bal., respectively)….
% Used (no. & current bal., respectively)….
Weighted Average FICO Scores (2)
Range of FICO Scores (2)
(1) Weighted by Principal Balance as of the Cutoff Date
(2) Pursuant to Regulation AB §1105(f), if such information is unknown and not available to the registrant without unreasonable effort or expense, such information will be omitted and a statement will be added to the prospectus supplement showing that unreasonable effort or expense would be involved in obtaining the omitted information.	</R>

<R>

</R>

<R>Distribution of the Receivables
Range of APRs	# of Receivables	% of Total # of Receivables	Cutoff Date Principal Balance	% of Cutoff Date Principal Balance
0.00% - 0.99%.........................………………………………….
1.00% - 1.99%.........................………………………………….
2.00% - 2.99%.........................………………………………….
3.00% - 3.99%.........................………………………………….
4.00% - 4.99%.........................………………………………….
5.00% - 5.99%.........................………………………………….
6.00% - 6.99%.........................………………………………….
7.00% - 7.99%.........................………………………………….
8.00% - 8.99%.........................………………………………….
9.00% - 9.99%...........................……………………………
10.00%...........................……………………………
Totals*
* Dollar amounts and percentages may not add to the total or 100.00%, respectively, due to rounding.
Geographic Distribution Of The Receivables By State1, 2
	# of Receivables	% of Total # of Receivables	Cutoff Date Principal Balance	% of Cutoff Date Principal Balance
Alabama
Alaska
Arkansas
California
Colorado
Connecticut
Delaware
Florida
Georgia
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming
Totals*
1. Based solely on the addresses of the originating Dealers
2. Only represents states that , by billing address, constituted more than 5.00% of the aggregate principal balance of the Receivables as of the Cutoff Date.
* Dollar amounts and percentages may not add to the total or 100.00%, respectively, due to rounding.

				Delinquencies and Repossessions
Prepayment		Cumulative Losses		31-60 Days				61-90 Days				Over 90 Days
Period	Monthly ABS Calc	Cumulative Net Charge-offs	Net Charge-offs as % of Original Principal Balance	% of Current Contracts	Number of Contracts	%  of Current Receivables Pool Balance	Amount	% of Current Contracts	Number of Contracts	%  of Current Receivables Pool Balance	Amount	% of Current Contracts	Number of Contracts	%  of Current Receivables Pool Balance	Amount
0	---	-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33															</R>

ANNEX A

GLOBAL CLEARANCE, SETTLEMENT AND
TAX DOCUMENTATION PROCEDURES

Except in certain limited circumstances, the globally offered Notes (the “Global Notes”) will be available only in book-entry form. Investors in the Global Notes may hold such Global Notes through The Depository Trust Company (“DTC”), Clearstream Banking Luxembourg société anonyme (“Clearstream Banking Luxembourg”) or Euroclear Bank S.A./N.V, as operator for the Euroclear System in Europe or Asia (the “Euroclear System”) (or their successors or assigns).  The Global Notes will be tradable as home market instruments in both the European and U.S. domestic markets.  Initial settlement and all secondary trades will settle in same-day funds.

Secondary market trading between investors holding Global Notes through Clearstream Banking Luxembourg and the Euroclear System will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional eurobond practice (i.e., three calendar day settlement).

Secondary market trading between investors holding Global Notes through DTC will be conducted according to the rules and procedure applicable to U.S. corporate debt obligations and prior asset-backed notes issues.

Secondary cross-market trading between Clearstream Banking Luxembourg or the Euroclear System and DTC Participants holding notes will be effected on a delivery-against-payment basis through the depositaries of Clearstream Banking Luxembourg and the Euroclear System (in such capacity) and as DTC Participants.

Non-U.S. Persons (as defined below under “– Certain U.S. Federal Income Tax Documentation Requirements”) holding Global Notes will be subject to U.S. withholding taxes unless such holders meet certain requirements and deliver appropriate U.S. tax documents to the notes clearing organizations or their participants.

Initial Settlement

All Global Notes will be held in book-entry form by DTC in the name of Cede & Co. as nominee of DTC. Investors’ interests in the Global Notes will be represented through financial institutions acting on their behalf as direct and indirect Participants in DTC. As a result, Clearstream Banking Luxembourg and the Euroclear System will hold positions on behalf of their participants through their depositaries, which in turn will hold such positions in accounts as DTC Participants.

Investors electing to hold their Global Notes through DTC will follow DTC settlement practice. Investor notes custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

Investors electing to hold their Global Notes through Clearstream Banking Luxembourg or the Euroclear System accounts will follow the settlement procedures applicable to conventional eurobonds, except that there will be no temporary global security and no “lock-up” or restricted period. Global Notes will be credited to notes custody accounts on the settlement date against payment in same-day funds.

Secondary Market Trading

Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

Trading Between DTC Participants.  Secondary market trading between DTC Participants will be settled using the procedures applicable to prior asset-backed notes issues in same-day funds.

Trading Between Clearstream Banking Luxembourg and/or Euroclear System Participants.  Secondary market trading between Clearstream Banking Luxembourg Participants or Euroclear System Participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.

Trading Between DTC Seller and Clearstream Banking Luxembourg or Euroclear System Participants.  When Global Notes are to be transferred from the account of a DTC Participant to the account of a Clearstream Banking Luxembourg Participant or a Euroclear System Participant, the purchaser will send instructions to Clearstream Banking Luxembourg or the Euroclear System through a Clearstream Banking Luxembourg Participant or Euroclear System Participant at least one business day prior to settlement. Clearstream Banking Luxembourg or the Euroclear System will instruct the respective depositary, as the case may be, to receive the Global Notes against payment. Payment will include interest accrued on the Global Notes from and including the last coupon payment date to and excluding the settlement date, on the basis of the actual number of days in such accrual period and a year assumed to consist of 360 days. For transactions settling on the 3 1st of the month, payment will include interest accrued to and excluding the first day of the following month. Payment will then be made by the respective Depositary to the DTC Participant’s account against delivery of the Global Notes. After settlement has been completed, the Global Notes will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream Banking Luxembourg Participant’s or Euroclear System Participant’s account. The notes credit will appear the next day (European time) and the cash debt will be back-valued to, and the interest on the Global Notes will accrue from, the value date (which would be the preceding day when settlement occurred in New York). If settlement is not completed on the intended value date (i.e., the trade fails), the Clearstream Banking Luxembourg or Euroclear System cash debt will be valued instead as of the actual settlement date.

Clearstream Banking Luxembourg Participants and Euroclear System Participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to preposition funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream Banking Luxembourg or the Euroclear System. Under this approach, they may take on credit exposure to Clearstream Banking Luxembourg or the Euroclear System until the Global Notes are credited to their accounts one day later.

As an alternative, if Clearstream Banking Luxembourg or the Euroclear System has extended a line of credit to them, Clearstream Banking Luxembourg Participants or Euroclear System Participants can elect not to preposition funds and allow that credit line to be drawn upon to finance settlement. Under this procedure, Clearstream Banking Luxembourg Participants or Euroclear System Participants purchasing Global Notes would incur overdraft charges for one day, assuming they clear the overdraft when the Global Notes are credited to their accounts. However, interest on the Global Notes would accrue from the value date. Therefore, in many cases the investment income on the Global Notes earned during that one-day period may substantially reduce or offset the amount of such overdraft charges, although this result will depend on each Clearstream Banking Luxembourg Participant’s or Euroclear System Participant’s particular cost of funds.

Since the settlement is taking place during New York business hours, DTC Participants can employ their usual procedures for sending Global Notes to the respective European Depositary for the benefit of Clearstream Banking Luxembourg Participants or Euroclear System Participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the DTC Participants a cross-market transaction will settle no differently than a trade between two DTC Participants.

Trading Between Clearstream Banking Luxembourg or Euroclear System Seller and DTC Purchaser.  Due to time zone differences in their favor, Clearstream Banking Luxembourg Participants and Euroclear System Participants may employ their customary procedures for transactions in which Global Notes are to be transferred by the respective clearing system, through the respective Depositary, to a DTC Participant. The seller will send instructions to Clearstream Banking Luxembourg or the Euroclear System through a Clearstream Banking Luxembourg Participant or Euroclear System Participant at least one business day prior to settlement. In these cases, Clearstream Banking Luxembourg or the Euroclear System will instruct the Relevant Depositary, as appropriate, to deliver the Global Notes to the DTC Participant’s account against payment. Payment will include interest accrued on the Global Notes from and including the last coupon payment to an d excluding the settlement date on the basis of the actual number of days in such accrual period and a year assumed to consist of 360 days. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. The payment will then be reflected in the account of the Clearstream Banking Luxembourg Participant or Euroclear System Participant the following day, and receipt of the cash proceeds in the Clearstream Banking Luxembourg Participant’s or Euroclear System Participant’s account would be back-valued to the value date (which would be the preceding day, when settlement occurred in New York). Should the Clearstream Banking Luxembourg Participant or Euroclear System Participant have a line of credit with its respective clearing system and elect to be in debt in anticipation of receipt of the sale proceeds in its account, the back valuation will extinguish any overdraft incurred over that one-day period. If settlement is not completed on the intended value date (i.e., the trade fails), receipt of the cash proceeds in the Clearstream Banking Luxembourg Participant’s or Euroclear System Participant’s account would instead be valued as of the actual settlement date.

Finally, day traders that use Clearstream Banking Luxembourg or the Euroclear System and that purchase Global Notes from DTC Participants for delivery to Clearstream Banking Luxembourg Participants or Euroclear System Participants should note that these trades would automatically fail on the sale side unless affirmative action were taken. At least three techniques should be readily available to eliminate this potential problem:

(a)

borrowing through Clearstream Banking Luxembourg or the Euroclear System for one day (until the purchase side of the day trade is reflected in their Clearstream Banking Luxembourg or Euroclear System accounts) in accordance with the clearing system’s customary procedures;

(b)

borrowing the Global Notes in the U.S. from a DTC Participant no later than one day prior to settlement, which would give the Global Notes sufficient time to be reflected in their Clearstream Banking Luxembourg or Euroclear System account in order to settle the sale side of the trade; or

(c)

staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC Participant is at least one day prior to the value date for the sale to the Clearstream Banking Luxembourg Participant or Euroclear System Participant.

Certain U.S. Federal Income Tax Documentation Requirements

A beneficial owner of Global Notes holding notes through Clearstream Banking Luxembourg or the Euroclear System (or through DTC if the beneficial owner has an address outside the U.S.) will be subject to the 30% U.S. withholding tax that generally applies to payments of interest (including original issue discount) on registered debt issued by U.S. Persons, unless (i) each clearing system, bank or other financial institution that holds customers’ notes in the ordinary course of its trade or business in the chain of intermediaries between such beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements and (ii) such beneficial owner takes one of the following steps to obtain an exemption or reduced tax rate:

Exemption for Non-U.S. Persons (Form W-8BEN).  Beneficial owners of Global Notes that are Non-U.S. Persons generally can obtain a complete exemption from the withholding tax by filing a signed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding). If the information shown on Form W-8BEN changes, a new Form W-8BEN must be filed within 30 days of such change.

Exemption for Non-U.S. Persons with Effectively Connected Income (Form W-8ECI).  A non-U.S. Person, including a non-U.S. corporation or bank with a U.S. branch, for which the interest income is effectively connected with its conduct of a trade or business in the United States, generally can obtain an exemption from the withholding tax by filing Form W-8ECI (Certificate of Foreign Person’s Claim For Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States).

Exemption or Reduced Rate for Non-U.S. Persons Resident in Treaty Countries (Form W-8BEN).  Non-U.S. Persons residing in a country that has a tax treaty with the United States can obtain an exemption or reduced tax rate (depending on the treaty terms) by filing Form W-8BEN (claiming treaty benefits). Form W-8BEN may be filed by the beneficial owners or their agents.

Exemption for U.S. Persons (Form W-9).  U.S. Persons can obtain a complete exemption from the withholding tax by filing Form W-9 (Payer’s Request for Taxpayer Identification Number and Certification).

U.S. Federal Income Tax Reporting Procedure

The Certificate Owner of a Global Security or his agent, files by submitting the appropriate form to the person through whom it holds (the clearing agency, in the case of persons holding directly on the books of the clearing agency).

A Form W-8BEN on which the beneficial owner of a Global Security provides a U.S. taxpayer identification number generally remains in effect until a change in circumstances causes any of the information on the form to be incorrect. A Form W-8ECI (and a Form W-8BEN on which a U.S. taxpayer identification number is not provided) generally remains in effect for three calendar years, absent a change in circumstances causing any information on the form to be incorrect.

As used in the foregoing discussion, the term “U.S. Person” means (i) a citizen or resident of the United States who is a natural person, (ii) a corporation or partnership (or an entity treated as a corporation or partnership) organized in or under the laws of the United States or any state thereof, including the District of Columbia (unless, in the case of a partnership, Treasury Regulations are adopted that provide otherwise), (iii) an estate, the income of which is subject to United States Federal income taxation, regardless of its source or (iv) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as such term is defined in the Code and Treasury Regulations) have the authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in Treasury Regulations, certain trus ts in existence prior to August 20, 1996 that are eligible to elect and have made a valid election to be treated as United States persons (despite not satisfying the requirements in clause (iv) above) shall also be U.S. Persons. The term “Non-U.S. Person” means any person who is not a U.S. Person. This summary does not deal with all aspects of U.S. federal income tax withholding that may be relevant to foreign holders of Global Notes. Investors are advised to consult their tax advisors for specific tax advice concerning their holding and disposing of Global Notes.

<R>You should rely only on the information contained in or incorporated by reference into this prospectus supplement or the prospectus. We have not authorized anyone to give you different information. We do not claim the accuracy of the information in this prospectus supplement or the prospectus as of any date other than the date stated on the cover page. We are not offering the notes in any jurisdiction where it is not permitted. ____________________ TABLE OF CONTENTS
Prospectus Supplement Page SUMMARY OF TERMS  S -5 RISK FACTORS  S -21 THE ISSUING ENTITY  S -30 CAPITALIZATION OF THE TRUST  S -31 THE SPONSOR, ADMINISTRATOR AND SERVICER  S -32 THE TRUSTEES  S -32 THE RECEIVABLES POOL  S -33 DELINQUENCIES, REPOSSESSIONS AND NET LOSSES  S -38 USE OF PROCEEDS  S -41 PREPAYMENT AND YIELD CONSIDERATIONS  S -41 WEIGHTED AVERAGE LIVES OF THE NOTES  S -42 POOL FACTORS AND TRADING INFORMATION  S -45 STATEMENTS TO THE NOTEHOLDERS  S -45 DESCRIPTION OF THE NOTES  S -45 PAYMENTS TO NOTEHOLDERS  S -48 SUBORDINATION  S -51 REVOLVING LIQUIDITY NOTE AND RESERVE ACCOUNT  S -52 TRANSFER AND SERVICING AGREEMENTS  S -55 THE OWNER TRUSTEE AND INDENTURE TRUSTEE  S -57 THE SWAP AGREEMENT  S -59 ERISA CONSIDERATIONS  S -62 CERTAIN FEDERAL INCOME TAX CONSEQUENCES  S -63 UNDERWRITING  S -64 LEGAL OPINIONS  S -66 INDEX OF TERMS  S -67 Prospectus Summary of Terms 3 Risk Factors 11 The Sponsor, Administrator and Servicer 20 The Depositor 23 The Issuing Entity 23 The Owner Trustee and the Indenture Trustee 24 Where You Can Find More Information About Your Securities 25 The Receivables Pools 27 Delinquencies, Repossessions and Net Losses 29 Weighted Average Lives of the Securities 29 Pool Factors and Trading Information 30 Use of Proceeds 31 Description of the Notes 31 Description of the Certificates 36 Certain Information Regarding the Securities 37 Description of the Transfer and Servicing Agreement 54 TMCC Demand Notes 69 The Swap Agreement 73 Certain Legal Aspects of the Receivables 76 Certain Federal Income Tax Consequences 81 Certain State Tax Consequences 85 ERISA Considerations 86 Plan of Distribution 86 Legal Opinions 87 Experts 87 Index of Defined Terms 88 Dealer prospectus delivery obligation.  Until [●][●],[●] all dealers that effect transactions in these notes, whether or not participating in the offering, may be required to deliver a prospectus.  This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

$[●]
Toyota Auto Receivables 20[●] - [●] Owner Trust
$[●] [●]% Asset Backed Notes, Class A-2
$[●] Floating Rate Asset Backed Notes, Class A-3
$[●] [●]% Asset Backed Notes, Class A-4
Toyota Auto Finance Receivables LLC, Depositor
Toyota Motor Credit Corporation, Sponsor, Administrator and Servicer

__________________ PROSPECTUS SUPPLEMENT __________________


Joint Global Coordinators

[●] [●] [●]
Co-Managers
[●] [●] </R>

<R>SUBJECT TO COMPLETION, DATED JUNE 29, 2006 </R>

This document is subject to completion and amendment.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or foreign jurisdiction where the offer or sale if not permitted.

PROSPECTUS

Toyota Auto Receivables Trusts
Asset Backed Notes
Asset Backed Certificates
Toyota Auto Finance Receivables LLC,
Depositor

Toyota Motor Credit Corporation,
Sponsor, Administrator and Servicer

You should review carefully the factors set forth under “Risk Factors” beginning on page 11 of this prospectus and in the related prospectus supplement. This prospectus does not contain complete information about the offering of the securities.  You are urged to read both this prospectus and the related prospectus supplement that will provide additional information about the securities being offered to you.  No one may use this prospectus to offer and sell the securities unless it is accompanied by the related prospectus supplement.  If any statement in the prospectus supplement conflicts with statements in this prospectus, the statements in the prospectus supplement will control.   Neither the SEC nor any state securities commission has approved or disapproved the securities or determined that this prospectus or the prospectus supplement is accurate or complete.  Any representation to the contrary is a criminal offense. <R>Notes of a given series issued by an issuing entity will be obligations of that issuing entity only.  Certificates of a given series issued by an issuing entity will represent beneficial interests in that issuing entity only.  The securities will not be obligations of, interests in, and are not guaranteed or insured by, Toyota Motor Credit Corporation, Toyota Auto Finance Receivables LLC, Toyota Financial Services Corporation, Toyota Financial Services Americas Corporation, Toyota Motor Corporation, Toyota Motor Sales, U.S.A., Inc.  or any of their affiliates.  Neither the securities nor the receivables owned by the issuing entity are insured or guaranteed by any governmental agency.</R>
The Issuing Entities – <R>• A new issuing entity will be formed to issue each series of securities. • The assets of each issuing entity: </R> – will be described in a related prospectus supplement; – will be primarily a pool of retail installment sales contracts secured by new or used automobiles and light duty trucks; – may include credit enhancement described in a related prospectus supplement; and – will include related assets such as: – security interests in the financed vehicles; – proceeds from claims on related insurance policies; and – amounts deposited in specified bank accounts. The Securities – • will be asset backed securities sold periodically in one or more series; • will be paid only from the assets of the related trust including any related credit enhancement; • will be issued in one or more classes; and • will consist of: – notes (which will be treated as indebtedness of the related trust) and/or – certificates (which will represent an undivided ownership interest in the related trust). The amounts, prices and terms of each offering of securities will be determined at the time of sale and will be described in a prospectus supplement that will be attached to this prospectus. The date of this Prospectus is [●] [●], 2006.

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT

Information about the securities is provided in two separate documents that progressively provide more detail:

·

this prospectus, which provides general information, some of which may not apply to a particular series of securities including your series; and

·

the accompanying prospectus supplement, which will describe the specific terms of your series of securities including:

—

the timing of interest and principal payments;

—

the priority of interest and principal payments for each class of offered securities;

—

financial and other information about the receivables and related assets owned by the trust;

—

information about the credit enhancement for each class of offered securities;

—

the rating of each class of offered securities; and

—

the method for selling the securities.  

You should rely only on the information provided in this prospectus and the accompanying prospectus supplement, including any information incorporated by reference.  No one has been authorized to provide you with different information.  The securities are not being offered in any state where their offer is not permitted.  

Cross references in this prospectus and in the prospectus supplement have been provided to captions in these materials where you can find further related discussions of a particular topic.  The Table of Contents on the back cover page of this prospectus provides the pages on which these captions are located.  

You can find a listing of the pages where capitalized terms used in this prospectus are defined under the caption “Index of Defined Terms” beginning on page 88 in this prospectus.  

Whenever we use words like “intends,” “anticipates” or “expects” or similar words in this prospectus, we are making a forward-looking statement, or a projection of what we think will happen in the future.  Forward-looking statements are inherently subject to a variety of circumstances, many of which are beyond our control and could cause actual results to differ materially from what we anticipate.  Any forward-looking statements in this prospectus speak only as of the date of this prospectus.  We do not assume any responsibility to update or review any forward-looking statement contained in this prospectus to reflect any change in our expectation about the subject of that forward-looking statement or to reflect any change in events, conditions or circumstances on which we have based any forward-looking statement, except to the extent required by law.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Securities and Exchange Commission (which we refer to in this prospectus as the SEC) allows us to “incorporate by reference” information filed with it by Toyota Auto Finance Receivables LLC on behalf of a trust or TMCC, which means that we can disclose important information to you by referring you to those documents.  The information incorporated by reference is considered to be part of this prospectus.  Information that we file later with the SEC will automatically update the information in this prospectus.  In all cases, you should rely on the later information over different information included in this prospectus or the related prospectus supplement.  We incorporate by reference any future annual, monthly or current SEC reports and proxy materials filed by or on behalf of a trust until we terminate our offering of the securities by that trust.

SUMMARY OF TERMS

The following summary highlights selected information from this document and provides a general overview of relevant terms of the securities.  To understand all of the terms of the offering, you should read carefully this entire document and the accompanying prospectus supplement.

Issuing Entity

The trust to be formed for each series of securities.  The trust will be formed by a trust agreement between the depositor and the owner trustee of the trust.  

Depositor

Toyota Auto Finance Receivables LLC, a wholly owned, limited purpose subsidiary of Toyota Motor Credit Corporation.  The principal executive offices of Toyota Auto Finance Receivables LLC are located at 19851 South Western Avenue EF 12, Torrance, CA 90509, telephone number is (310) 468-7333.

Sponsor, Administrator and

  Servicer

Toyota Motor Credit Corporation.  The principal executive offices of Toyota Motor Credit Corporation are located at 19001 South Western Avenue, Torrance, California 90509, its telephone number is (310) 468-1310 and its facsimile number is (310) 468-6194.

Owner Trustee

An owner trustee for each trust that issues a series of securities will be named in the prospectus supplement for that series.  

Indenture Trustee

If the trust issues notes, a trustee for the indenture will be named in the prospectus supplement for that series.  

Securities

Notes—A series of securities may include one or more classes of notes.  Notes of a series will be issued pursuant to an indenture.

Certificates—Each series of securities will include one or more classes of certificates, which will not be offered, whether or not a class of notes is issued as part of the series.  Holders of notes in the related series may have the right to receive their payments before holders of certificates are paid.  In addition, classes of notes may have the right to receive their payments before holders of other classes of notes are paid, and classes of certificates may have the right to receive their payments before holders of other classes of certificates are paid.  This is referred to as “sequential payment”.  In addition, payments on certain classes of notes or certificates may be subject to reduction to make amounts available to cover payments to other classes of notes or certificates.  This is referred to as “subordination”.  The prospectus suppl ement will describe the payment priorities and any subordination provisions that apply to a class of notes or certificates.  

Terms—The terms of each class of notes and certificates in a series will be described in the prospectus supplement including:

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stated principal amount (notes) and stated certificate balance (certificates);

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interest rate or formula for determining the interest rate (which may be fixed, variable, adjustable or some combination of these rates); and

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the ability of holders of a class to direct the indenture trustee or owner trustee to take specific remedies.

A class of notes may differ from other classes of notes and a class of certificates may differ from other classes of certificates in certain respects including:

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timing and priority of payments;

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seniority;

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allocations of losses;

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interest rate or formula;

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amount of principal or interest payments;

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whether interest or principal will be payable to holders of the class if certain events occur; and

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the right to receive collections from designated portions of the receivables owned by the trust.

Form—If you acquire a beneficial ownership interest in the securities you will generally hold them through The Depository Trust Company in the United States or Clearstream Banking Luxembourg société anonyme or the Euroclear Bank S.A./N.V, as operator for the Euroclear System in Europe or Asia.  This is referred to as “book entry” form.  As long as the securities are held in book entry form, you will not receive a definitive certificate representing the securities.  

For more detailed information, you should refer to “Certain Information Regarding the Securities—Book-Entry Registration” in this prospectus.

Denomination—Securities will be issued in the denominations specified in the related prospectus supplement.  

The Trust Property

The assets of each trust:

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will be described in the prospectus supplement;

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will primarily be a pool of retail installment sales contracts (the “receivables”) secured by new or used automobiles and light duty trucks (“financed vehicles”) and amounts due or collected under the contracts on or after a specified cutoff date;

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may include credit enhancement as described in the related prospectus supplement; and

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will include related assets such as:

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security interests in the financed vehicles,

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proceeds from claims on related insurance policies, and

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amounts deposited in specified bank accounts.

Purchasers of new and used cars and light duty trucks often finance their purchases by entering into retail installment sales contracts with Toyota, Lexus and Scion dealers who then resell the contracts to Toyota Motor Credit Corporation.  The purchasers of the financed vehicles are referred to as the “obligors” under the receivables.  The terms of the contracts must meet requirements specified by Toyota Motor Credit Corporation.  

On or before the date the securities of a series are issued, Toyota Motor Credit Corporation will sell a specified amount of receivables to Toyota Auto Finance Receivables LLC, the depositor.  The depositor will, in turn, sell them to the trust.  The sale by the depositor to the trust will be documented under a sale and servicing agreement among the depositor, the servicer and the trust.

The receivables to be sold by Toyota Motor Credit Corporation to the depositor and, in turn, sold to the trust will be selected based on criteria specified in the sale and servicing agreement.  These criteria will be described in the related prospectus supplement.

If so specified in the related prospectus supplement, the trust may use principal collections received on its receivables to purchase additional receivables from the depositor rather than to make payments to holders of the issued securities during a specified revolving period.

The trust will use collections on the receivables to pay interest and principal to holders of each class of securities.  The prospectus supplement will describe whether:

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collections received each month will be passed through or paid to holders of securities on a monthly basis; or

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whether payments will instead be made on a quarterly, semi-annual, annual or other basis.

If payments are made other than monthly, the trust will need to invest the collections until the relevant payment date.  These investments will be highly rated and must satisfy criteria specified in the related sale and servicing agreement.  In some cases the investments will be demand notes issued by Toyota Motor Credit Corporation.  These demand notes will be unsecured general obligations of Toyota Motor Credit Corporation and will rank equally with all other outstanding unsecured and unsubordinated debt of Toyota Motor Credit Corporation.

If so specified in the related prospectus supplement, the trust issuing securities of any series may invest in demand notes of Toyota Motor Credit Corporation even if payments to holders of such securities are to be paid monthly.

If so specified in the related prospectus supplement, the trust issuing securities of any series may issue to Toyota Motor Credit Corporation, or any creditworthy third party, a revolving liquidity note as a form of liquidity enhancement.

You should refer to the related prospectus supplement for more information about the terms and conditions of any TMCC Demand Notes or any Revolving Liquidity Note.  In addition, you should refer to “TMCC Demand Notes” and “Credit and Cash Flow Enhancement – Revolving Liquidity Note” in this prospectus.  

Pre-funding

If specified in a prospectus supplement, on the applicable closing date, the depositor will make a deposit into a pre-funding account from proceeds received from the sale of the related securities, in an amount that will be specified in the related prospectus supplement, but not to exceed 50% of the proceeds of the offering.  Amounts on deposit in the pre-funding account will be used to purchase additional receivables, which will be required to have the same eligibility criteria and general characteristics as the initial pool of receivables during the period to be specified in the related prospectus supplement, which may not exceed one year from the date of issuance of the related securities.  Any amounts remaining on deposit in the pre-funding account following the end of the specified pre-funding period will be transferred to the related collection account and included as part of available amounts on the next su cceeding payment date or applied to specific classes of securities as described in the prospectus supplement.  

Revolving Period

If specified in a prospectus supplement, during the period beginning on the related closing date and ending on the payment date to be specified in the related prospectus supplement, which may not exceed three years from the date of issuance of the related securities, all amounts that represent principal collections on the receivables that otherwise would become principal distributable amounts on the next related payment date will instead be used to purchase additional receivables, which will be required to have the same eligibility criteria and general characteristics as the initial pool of receivables or such other characteristics as described in the related prospectus supplement.  

Credit and Cash Flow Enhancement

The trusts may include certain features designed to provide protection to one or more classes of securities.  These features are referred to as “credit enhancement”.  Credit enhancement may include any one or more of the following:

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sequential payment or other payment prioritization of certain classes;

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subordination of one or more other classes of securities;

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one or more reserve funds;

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over-collateralization (i.e., the amount by which the principal amount of the receivables exceeds the principal amount of all the trust’s outstanding securities);

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letters of credit, cash collateral accounts or other credit facilities;

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surety bonds;

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cash collateral accounts;

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guaranteed investment contracts;

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repurchase obligations;

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cash deposits; or</R>

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excess interest collections (i.e., the excess of interest collections on the receivables over servicing fees, interest on the trust’s securities and any amounts required to be deposited in a reserve fund, if any).</R>

In addition, the trusts may include certain features designed to ensure the timely payment of amounts owed to securityholders.  These features may include any one or more of the following:

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yield maintenance agreements;

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swap transactions;

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liquidity facilities;

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ability to issue revolving liquidity notes to creditworthy third parties or Toyota Motor Credit Corporation; or</R>

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cash deposits.</R>

The specific terms of any credit or cash flow enhancement applicable to a trust or to the securities issued by a trust will be described in detail in the related prospectus supplement, including any limitations or exclusions from coverage.  

Servicing

Toyota Motor Credit Corporation will be appointed to act as servicer for the receivables.  In that capacity, the servicer will handle all collections, administer defaults and delinquencies and otherwise service the contracts.  The trust will pay the servicer a monthly fee equal to a percentage of the total principal balance of the receivables at the beginning of the preceding month specified in the related prospectus supplement.  The servicer will also receive additional servicing compensation in the form of investment earnings, late fees and other administrative fees and expenses or similar charges received by the servicer during such month.  

Advances

The servicer may also be obligated to advance to the trust interest on the receivables that is due but unpaid by the obligor.  In addition, the servicer may be obligated to advance to the trust due but unpaid principal of any receivables that are classified as actuarial receivables rather than as simple interest receivables.  The servicer will not be required to make any advance if it determines that it will not be able to recover an advance from an obligor.  The trust will reimburse the servicer from late collections on the receivables for which the servicer has made advances, or from collections generally if the servicer determines that an advance will not be recoverable with respect to such receivable.

For more detailed information on advances and reimbursement of advances, see “Description of the Transfer and Servicing Agreements—Advances” in this prospectus.  

Optional Redemption

The servicer may purchase all of the receivables when the outstanding aggregate principal balance of the receivables declines to 10% or less of the original total principal balance of the receivables as of the cutoff date, which would cause the trust to redeem outstanding securities prior to their final scheduled payment dates.  

For more detailed information, you should refer to “Description of the Transfer and Servicing Agreements—Termination” in this prospectus.  

Changes in Payment Priorities

Each prospectus supplement will provide a description of the conditions under which changes in the priority of payments to securityholders would be made on any given payment date.  

Removal of Pool Assets

Each prospectus supplement will provide a description of the circumstances under which receivables may or are required to be removed from the related trust.  

Tax Status

Special tax counsel to the trust will be required to deliver an opinion that:

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the notes will be characterized as debt for federal income tax purposes; and

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the trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.

By purchasing a note you will be agreeing to treat the note as indebtedness for tax purposes.    

For additional information concerning the application of Federal and state tax laws, you should refer to “Certain Federal Income Tax Consequences” and “Certain State Tax Consequences” in this prospectus.

ERISA Considerations

Notes will generally be eligible for purchase by employee benefit plans.  Certificates will initially be held by the depositor; however, such certificates may be eligible for purchase by an employee benefit plan or individual retirement account, depending upon the circumstances of the particular certificates.

For more detailed information regarding the ERISA eligibility of any class of securities, you should refer to “ERISA Considerations” in this prospectus and the related prospectus supplement.

RISK FACTORS

You should consider the following risk factors in deciding whether to purchase securities of any class.  In addition, you should refer to the section captioned “Risk Factors” in the accompanying Prospectus Supplement for a description of further material risks to your investment in the securities.

You must rely for repayment only upon payments from the trust’s assets which may not be sufficient to make full payments on your securities.

The securities represent interests solely in the trust or indebtedness of the trust and will not be insured or guaranteed by the depositor, sponsor, administrator, servicer or any of their respective affiliates, any governmental entity, the related trustee or any other person or entity other than the trust.  The only sources of payment on your securities are payments received on the receivables and, if and to the extent available, any credit or cash flow enhancement for the trust, including amounts on deposit in the reserve fund, if any, established for that trust.  If the available credit enhancement is exhausted, your securities will be paid solely from current distributions on the receivables.  In limited circumstances, the trust will also have access to the funds in the yield maintenance account or have the benefit of over-collateralization to provide limited protection against low-inter est receivables.

We refer you to “Description of the Transfer and Servicing Agreements—Yield Maintenance Account; Yield Maintenance Agreement” in this prospectus.

The notes are not suitable investments for all investors.

Structured securities are sophisticated instruments, can involve a high degree of risk and are intended for sale only to investors capable of understanding the risks entailed in such instruments.  Potential investors are strongly encouraged to consult with their financial advisors before making any investment decision.  

The trust’s security interests in financed vehicles may be unenforceable or defeated.

The certificates of title for vehicles financed by Toyota Motor Credit Corporation name Toyota Motor Credit Corporation as the secured party.  The certificates of title for financed vehicles under contracts assigned to the trust will not be amended to identify the trust as the new secured party because it would be administratively burdensome to do so.  However, financing statements showing the transfer to the trust of Toyota Motor Credit Corporation’s and the depositor’s interest in the receivables and the transfer to the indenture trustee of the trust’s interest in the receivables will be filed with the appropriate governmental authorities.  Toyota Motor Credit Corporation, as servicer, will retain the documentation for the receivables and the certificates of title.  

Because of these arrangements, another person could acquire an interest in the receivables and the financed vehicles that is judged by a court of law to be superior to the trust’s or the indenture trustee’s interest.  Examples of these persons are other creditors of the obligors, a subsequent purchaser of a financed vehicle or another lender who finances the vehicle.  Some of the ways this could happen are described in this prospectus under the caption “Certain Legal Aspects of the Receivables”.  In some circumstances, either the depositor or the servicer will be required to purchase receivables if a security interest superior to the claims of others has not been properly established and maintained.  The details of this obligation are described in this prospectus under the caption “Certain Legal Aspects of the Receivables”.  

The Bankruptcy of Your Issuing Entity could Result in Losses or Delays in Payments on Your Securities.

If your issuing entity becomes subject to bankruptcy proceedings, you could experience losses or delays in the payments on your securities as a result of, among other things, an “automatic stay,” which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the applicable court and provisions of the U.S. Bankruptcy Code that permit substitution of collateral in limited circumstances.  

The Bankruptcy of Toyota Motor Credit Corporation or Toyota Auto Finance Receivables LLC could result in losses or delays in payments on the securities.

If Toyota Motor Credit Corporation or Toyota Auto Finance Receivables LLC becomes subject to bankruptcy proceedings, you could experience losses or delays in the payments on your securities.  Toyota Motor Credit Corporation will sell the receivables to Toyota Auto Finance Receivables LLC, and Toyota Auto Finance Receivables LLC will in turn transfer the receivables to the trust.  However, if Toyota Motor Credit Corporation or Toyota Auto Finance Receivables LLC becomes subject to a bankruptcy proceeding, the court in the bankruptcy proceeding could conclude that Toyota Motor Credit Corporation or Toyota Auto Finance Receivables LLC effectively still owns the receivables by concluding that the sale to Toyota Auto Finance Receivables LLC by Toyota Motor Credit Corporation or the transfer to the trust by Toyota Auto Finance Receivables LLC was not a “true sale” or that Toyota Auto Finance Receivables LLC should be consolidated with Toyota Motor Credit Corporation for bankruptcy purposes or that the trust should be consolidated with Toyota Auto Finance Receivables LLC for bankruptcy purposes.  If a court were to reach this conclusion, you could experience losses or delays in payments on the securities as a result of, among other things:

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the “automatic stay” which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the court and provisions of the U.S. Bankruptcy Code that permit substitution of collateral in certain circumstances;

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certain tax or government liens on Toyota Motor Credit Corporation’s or Toyota Auto Finance Receivables LLC’s property (that arose prior to the transfer of a receivable to the trust) having a prior claim on collections before the collections are used to make payments on your  securities; and

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the trust not having a perfected security interest in (a) one or more of the vehicles securing the receivables or (b) any cash collections held by Toyota Motor Credit Corporation or Toyota Auto Finance Receivables LLC at the time Toyota Motor Credit Corporation or Toyota Auto Finance Receivables LLC becomes the subject of a bankruptcy proceeding.  

The depositor will take steps in structuring each transaction described in this prospectus to minimize the risk that a court would consolidate the depositor with Toyota Motor Credit Corporation or consolidate the trust with the depositor for bankruptcy purposes or conclude that the sale of receivables to the depositor was not a “true sale.” See “Certain Legal Aspects of the Receivables—Certain Bankruptcy Considerations” in this prospectus.  

Failure to pay principal on your notes will not constitute an event of default until maturity.

The amount of principal required to be paid to the noteholders will generally be limited to amounts available in the collection account (and the reserve fund or other forms of credit or cash flow enhancement, if any).  Therefore, the failure to pay principal of your notes generally will not result in the occurrence of an event of default until the final scheduled payment date for your notes.  We refer you to “The Notes—The Indenture—Events of Default; Rights Upon Event of Default” in this prospectus.

Receivables that fail to comply with consumer protection laws may be unenforceable, resulting in delays in receipt of collections.

Numerous federal and state consumer protection laws regulate consumer contracts such as the receivables.  If any of the receivables do not comply with one or more of these laws, the servicer may be prevented from or delayed in collecting the receivables.  If that happens, payments on the notes could be delayed or reduced.  The depositor will make representations and warranties relating to the receivables’ compliance with law and the trust’s ability to enforce the contracts.  If the depositor breaches any of these representations or warranties, the trust’s sole remedy will be to require the depositor to repurchase the affected receivables.  See “Certain Legal Aspects of the Receivables—Consumer Protection Laws” in this prospectus.  

Funds held by the servicer that are intended to be used to make payments on the securities may be exposed to a risk of loss.  

Subject to any conditions specified in the related prospectus supplement, the servicer generally may retain all payments and proceeds collected on the receivables during each collection period.  The servicer is generally not required to segregate those funds from its own accounts until the funds are deposited in the collection account on each payment date.  Until any collections or proceeds are deposited into the collection account, the servicer will be able to invest those amounts for its own benefit at its own risk.  The trust and securityholders are not entitled to any amount earned on the funds held by the servicer.  If the servicer does not deposit the funds in the collection account as required on any payment date, the trust may be unable to make the payments owed on your securities.

A servicer default may result in additional costs, increased servicing fees by a substitute servicer or a diminution in servicing performance, including higher delinquencies and defaults, either of which may have an adverse effect on your notes.  

If a servicer default occurs, the indenture trustee or the noteholders in a given series of notes may remove the servicer without the consent of the owner trustee or the certificateholders.  In the event of the removal of the servicer and the appointment of a successor servicer, we cannot predict:

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the cost of the transfer of servicing to the successor;

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the ability of the successor to perform the obligations and duties of the servicer under the servicing agreement; or

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the servicing fees charged by the successor.

In addition, the noteholders have the ability, with some exceptions, to waive defaults by the servicer.

Furthermore, the indenture trustee or the noteholders may experience difficulties in appointing a successor servicer and during any transition phase it is possible that normal servicing activities could be disrupted, resulting in increased delinquencies and/or defaults on the receivables.

Paying the servicer a fee based on a percentage of the receivables may result in the inability to obtain a successor servicer.  

Because the servicer is paid its base servicing fee based on a percentage of the aggregate outstanding amount of the receivables, the fee the servicer receives each month will be reduced as the size of the pool decreases over time.  At some point, if the need arises to obtain a successor servicer, the fee that such successor servicer would earn might not be sufficient to induce a potential successor servicer to agree to service the remaining receivables in the pool.  In this event a higher servicing fee may need to be negotiated (with majority noteholder approval), resulting in less available funds that may be distributed to noteholders and certificateholders on a related payment date.  Also if there is a delay in obtaining a successor servicer, it is possible that normal servicing activities could be disrupted during this period, resulting in increased delinquencies and/or defaults on the r eceivables.

The insolvency or bankruptcy of the servicer could delay the appointment of a successor servicer or reduce payments on your notes.  

In the event of default by the servicer resulting solely from certain events of insolvency or the bankruptcy of the servicer, a court, conservator, receiver or liquidator may have the power to prevent either the indenture trustee or the noteholders from appointing a successor servicer or prevent the servicer from appointing a sub-servicer, as the case may be, and delays in the collection of payments on the receivables may occur.  Any delay in the collection of payments on the receivables may delay or reduce payments to noteholders.

Losses and delinquencies on the receivables may differ from TMCC’s historical loss and delinquency levels.

We cannot guarantee that the delinquency and loss levels of the receivables in a trust will correspond to the historical levels TMCC experienced on its loan portfolio.  There is a risk that delinquencies and losses could increase or decline for various reasons including changes in underwriting standards or changes in local, regional or national economies.

If the trust enters into a currency or an interest rate swap, payments on the securities will be dependent on payments made under the swap agreement.  

If the trust enters into a currency swap, interest rate swap or a combined currency and interest rate swap, its ability to protect itself from shortfalls in cash flow caused by currency or interest rate changes will depend to a large extent on the terms of the swap agreement and whether the swap counterparty performs its obligations under the swap.  If the trust does not receive the payments it expects from the swap counterparty, the trust may not have adequate funds to make all payments to securityholders when due, if ever.  

If the trust issues securities with adjustable interest rates, interest will be due on the securities at adjustable rates, while interest will be earned on the receivables at fixed rates.  In this circumstance, the trust may enter into an interest rate swap to reduce its exposure to changes in interest rates.  An interest rate swap requires one party to make payments to the other party in an amount calculated by applying an interest rate (for example a floating rate) to a specified notional amount in exchange for the other party making a payment calculated by applying a different interest rate (for example a fixed rate) to the same notional amount.  For example, if the trust issues $100 million of securities bearing interest at a floating LIBOR rate, it might enter into a swap agreement under which the trust would pay interest to the swap counterparty in an amount equal to an agreed upon fix ed rate on $100 million in exchange for receiving interest on $100 million at the floating LIBOR rate.  The $100 million would be the “notional” amount because it is used simply to make the calculation.  In an interest rate swap, no principal payments are exchanged.  

If the trust issues securities denominated in a currency other than U.S. dollars, the trust will need to make payments on the securities in a currency other than U.S. dollars, as described in the related prospectus supplement.  Payments collected on the receivables, however, will be made in U.S. dollars.  In this circumstance, the trust may enter into a currency swap to reduce its exposure to changes in currency exchange rates.  A currency swap requires one party to provide a specified amount of a currency to the other party at specified times in exchange for the other party providing a different currency at a predetermined exchange ratio.  For example, if the trust issues securities denominated in Swiss Francs, it might enter into a swap agreement with a swap counterparty under which the trust would use the collections on the receivables to pay U.S. dollars to the swap counterparty in exchange for receiving Swiss Francs at a predetermined exchange rate to make the payments owed on the securities.  

In some cases, a trust may enter into a swap with Toyota Motor Credit Corporation as the swap counterparty.  The terms of any swap will be described in more detail in the related prospectus supplement.  

Termination of a swap agreement may cause termination of the trust.

A swap agreement may be terminated if certain events occur.  Most of these events are generally beyond the control of the trust or the swap counterparty.  If the swap agreement is terminated, the trust may also terminate.  In that event, the indenture trustee will sell the assets of the trust and the trust will terminate.  In this type of situation, it is impossible to predict how long it would take to sell the assets of the trust or what amount of proceeds would be received.  Some of the possible adverse consequences of such a sale are:

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The proceeds from the sale of assets under such circumstances may not be sufficient to pay all amounts owed to you.  

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Amounts available to pay you will be further reduced if the trust  is required to make a termination payment to the swap  counterparty.  

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The termination of the swap agreement may expose the trust to currency or interest rate risk, further reducing amounts available to pay you.  

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The sale may result in payments to you significantly earlier than expected, reducing the weighted average life of the securities and the yield to maturity.  

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Conversely, a significant delay in arranging a sale could result in a delay in principal payments.  This would, in turn, increase the weighted average life of the securities and could reduce the yield to maturity.  

See “The Swap Agreement—Early Termination of Swap Agreement” for more information concerning the termination of a swap agreement and the sale of trust assets.  Additional information about this subject, including a description of the circumstances that may cause a termination of the swap agreement and the trust and how the proceeds of a sale would be distributed, will be included in the related prospectus supplement.  

Paid-ahead simple interest contracts may affect the weighted average lives of the securities.

If an obligor on a simple interest contract makes a payment on the contract ahead of schedule (for example, because the obligor intends to go on vacation), the weighted average life of the securities could be affected. This is because the additional scheduled payments will be treated as a principal prepayment and applied to reduce the principal balance of the related contract and the obligor will generally not be required to make any scheduled payments during the period for which it was paid ahead. During this paid ahead period, interest will continue to accrue on the principal balance of the contract, as reduced by the application of the additional scheduled payments, but the obligor’s contract would not be considered delinquent during this period. While the servicer may be required to make interest advances during this period, no principal advances will be made. Furthermore, when the obligor resumes his required payments, the payments so paid may be insufficient to cover the interest that has accrued since the last payment by the obligor. This situation will continue until the regularly scheduled payments are once again sufficient to cover all accrued interest and to reduce the principal balance of the contract.

The payment by the trust of the paid ahead principal amount on the securities will generally shorten the weighted average lives of the securities. However, depending on the length of time during which a paid ahead simple interest contract is not amortizing as described above, the weighted average lives of the securities may be extended. In addition, to the extent the servicer makes advances on a paid ahead simple interest contract which subsequently goes into default, the loss on this contract may be larger than would have been the case had advances not been made because liquidation proceeds for the contract will be applied first to reimburse the servicer its advances.

TMCC’s portfolio of retail installment sale contracts has historically included simple interest contracts which have been paid ahead by one or more scheduled monthly payments. There can be no assurance as to the number of contracts in the trust which may become paid ahead simple interest contracts as described above or the number or the principal amount of the scheduled payments which may be paid ahead.

The ratings for the notes may be lowered or withdrawn at any time and do not consider the suitability of the securities for you.

The ratings assigned to the notes will be based on, among other things, the adequacy of the assets of the trust and any credit enhancement for a series of securities.  A security rating is not a recommendation to buy, sell or hold the notes.  The rating considers only the likelihood that the trust will pay interest on time and will ultimately pay principal in full or make full distributions of securities balances.  Ratings on the notes do not address the timing of distributions of principal on the notes prior to their applicable final scheduled payment date.  The ratings do not consider the prices of the notes or their suitability to a particular investor.  The ratings may be lowered or withdrawn at any time.  If a rating agency changes its rating or withdraws its rating, no one has an obligation to provide additional credit enhancement or to restore the original rating.

The rating of a swap counterparty or the issuer of demand notes may affect the ratings of the notes.  

If a trust enters into a swap or invests in Toyota Motor Credit Corporation demand notes, the rating agencies that rate the trust’s securities will consider the provisions of the swap agreement or the demand notes and the rating of the swap counterparty and Toyota Motor Credit Corporation, as issuer of the demand notes in rating the notes.  Toyota Motor Credit Corporation may also be the swap counterparty.  If a rating agency downgrades the debt rating of the swap counterparty or Toyota Motor Credit Corporation, it is also likely to downgrade the rating of the notes.  Any downgrade in the rating of the notes could have severe adverse consequences on their liquidity or market value.  

As of the date of this prospectus, Toyota Motor Credit Corporation’s long term debt ratings are Aaa by Moody’s Investors Service, Inc. and AAA by Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., and its short term debt ratings are P-1 by Moody’s Investors Service, Inc. and A-1+ by Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.  A downgrade, suspension or withdrawal of any rating of the debt of Toyota Motor Credit Corporation by a rating agency may result in the downgrade, suspension or withdrawal of the rating assigned by that rating agency to any class (or all classes) of notes.  A downgrade, suspension or withdrawal of the rating assigned by a rating agency to a class of notes would likely have adverse consequences on their liquidity or market value.

To provide some protection against the adverse consequences of a downgrade, the swap counterparty may be permitted, but generally will not be required, to take the following actions if the rating agencies reduce its debt ratings below certain levels:

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collateralize its obligations under the swap agreement;

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assign the swap agreement to another party with a better debt rating;

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obtain a replacement swap agreement on substantially the same terms as the swap agreement; or

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establish any other arrangement satisfactory to the rating agencies.  

If Toyota Motor Credit Corporation is the swap counterparty, it may be able to cure the effects of a downgrade by taking the actions described above.  However, if Toyota Motor Credit Corporation is both the demand note issuer and the swap counterparty, these actions may not be sufficient to prevent a downgrade of its ratings.  

Any swap or demand notes involve a high degree of risk.  A trust will be exposed to this risk should it use either of these mechanisms.  For this reason, only investors capable of understanding these risks should invest in the securities.  You are strongly urged to consult with your financial advisors before deciding to invest in the securities if a swap or demand notes are involved.

The rating of a third party credit enhancement provider may affect the ratings of the notes.

If a trust enters into any third party credit enhancement arrangement, the rating agencies that rate the trust’s notes will consider the provisions of the arrangement and the rating of any third party credit enhancement provided.  If a rating agency downgrades the debt rating of any third party credit provider, it is also likely to downgrade the rating of the notes.  Any downgrade in the rating of the notes could have severe adverse consequences on their liquidity or market value.

Dependence on a revolving liquidity note to fund certain shortfalls presents counterparty risk, risk of change of yields of the notes and risk of loss in connection with breach of funding obligation.

General.  If a trust enters into a revolving liquidity note agreement, the rating agencies that rate the trust’s securities will consider the provisions of the revolving liquidity note and the rating of the holder of the revolving liquidity note in rating the securities.  Toyota Motor Credit Corporation may be the holder of the revolving liquidity note.  If a rating agency downgrades the debt rating of the holder of the revolving liquidity note, it is also likely to downgrade the rating of the securities.  Any downgrade in the rating of the securities could have severe adverse consequences on their liquidity or market value.

Counterparty Risk; Performance Risk.  The amounts available to the trust to pay interest and principal of the securities may depend in part on the operation of the revolving liquidity note agreement and the performance of the obligations of the holder of the revolving liquidity note under the revolving liquidity note agreement.

On any payment date on which available collections are insufficient to fund payments of interest on and principal of the securities, the trust may be dependent on receiving payments from the holder of the revolving liquidity note, to make payments on the securities to the extent there are no amounts, or insufficient amounts, then on deposit in the reserve fund to fund the shortfalls.  If the holder of the revolving liquidity note fails to fund any requested draw, the amount of credit enhancement available in the current or any future period may be reduced and you may experience delays and/or reductions in the interest and principal payments on your securities.  This is particularly true because these funding obligations could arise under circumstances where there are no amounts on deposit in the reserve fund and current collections are insufficient to fund the shortfalls or to start making deposi ts into the reserve fund to be available to make payments in future periods.  A failure by the holder of the revolving liquidity note to fund draws will cause you to experience delays and/or reductions in interest and principal payments on your securities.

Investors should make their own determinations as to the likelihood of performance by the holder of the revolving liquidity note of its obligations under the revolving liquidity note agreement.

An event of default may affect weighted average life and yield.  If the holder of the revolving liquidity note defaults on its obligation to fund the entire undrawn amount of the revolving liquidity note in connection with a downgrade or breach of funding obligation, this default may constitute an event of default that will cause the priority of payments of all securities to change.  Thereafter, all classes of securities may be exposed to the risk of additional shortfalls and losses, and, even if sufficient collections are thereafter available to fund payment in full of all classes securities, this change in the priority of payments will change the timing of the repayment in full relative to the respective final scheduled payment dates of each class, with corresponding negative effects on the yields to the holders of each class.

The calculations for the payments of principal or interest may be based on an index which may result in payments to you of less principal or interest than a non indexed security.  

The calculation of interest or principal on a series of securities may be based on a currency, commodity, interest rate or other index.  In this situation, the amount of principal or interest payable on the securities may be less than that payable on a conventional debt security issued at the same time, including the possibility that no interest or principal will be paid.  In addition, if the formula for calculating the payments on the securities includes a feature that multiplies the effect of any change in the index, changes to the index could result in even greater changes in the value of the securities or the payments to be made on the securities.  

You may not be able to easily trade these types of securities after you purchase them.  A market for the resale of securities is referred to as a “secondary market.” It cannot be predicted whether there will be a secondary market for these types of securities or if one develops, how liquid it would be.  Any secondary market for these types of securities will be affected by a number of factors that are not dependent on the performance of the trust and its assets.  These factors include the complexity and volatility of any applicable index, the method of calculating the principal and interest payments on the securities, the time remaining to the maturity of the securities, the outstanding amount of the securities and market interest rates.  The value of the index will depend on a number of interrelated factors which cannot be controlled by the trust, including economic, financia l and political events.  For these reasons, you may not be able to readily sell your securities or receive the price you expected for their sale.

In recent years, many indices have been highly volatile, and the volatility may continue in the future.  You should review carefully the historical experience of any index applicable to calculations for any series of securities, but should not take that historical experience as a predictor of future performance of any index during the term of any security.  The credit ratings assigned to the securities do not reflect the potential impact of the factors discussed above, or what the impact may be on your securities’ market value at any time.  For this reason, only investors capable of understanding the risks involved should invest in indexed securities.  In addition, investors whose investment activities are restricted by law or subject to regulation may not be able to purchase these types of securities.  Investors are responsible for determining whether they may purchase indexe d securities.  You are strongly urged to consult with your financial advisors before deciding to invest in indexed securities.

Proceeds of the sale of receivables may not be sufficient to pay your securities in full.

If so directed by the holders of the requisite percentage of outstanding notes of a series, following an acceleration of the notes upon an event of default, the indenture trustee will sell the receivables owned by the trust only in limited circumstances.  However, there is no assurance that the market value of those receivables will at any time be equal to or greater than the aggregate principal amount of the notes or the sum of the aggregate principal amount of the notes and the aggregate principal balance of the certificates.  Therefore, upon an event of default, there can be no assurance that sufficient funds will be available to repay you in full.  This deficiency will be more severe in the case of any securities where the aggregate principal balance of the securities exceeds the aggregate principal balance of the receivables.

The purchase of additional receivables after the closing date may adversely affect the characteristics of the receivables held by the trust or the average life of and rate of return on the securities.

If so specified in the related prospectus supplement, a trust may use amounts on deposit of principal collections received on its receivables to purchase additional receivables from the depositor after the related closing date during a specified revolving period.  All additional receivables purchased from the depositor must meet the selection criteria applicable to the receivables purchased by the trust on the closing date.  The credit quality of the additional receivables may be lower than the credit quality of the initial receivables, however, and could adversely affect the performance of the related receivables pool.  In addition, the rate of prepayments on the additional receivables may be higher than the rate of prepayments on the initial receivables, which could reduce the average life of and rate of return on your securities.  You will bear all reinvestment risk associated with a ny prepayment of your securities.

Because the securities are in book entry form, your rights can only be exercised indirectly.

Because the securities will be issued in book entry form, you will be required to hold your interest in the securities through The Depository Trust Company in the United States, or Clearstream Banking Luxembourg société anonyme or the Euroclear Bank S.A./N.V, as operator for the Euroclear System in Europe or Asia or their successors or assigns. Transfers of interests in the securities within The Depository Trust Company, Clearstream Banking Luxembourg société anonyme or the Euroclear System must be made in accordance with the usual rules and operating procedures of those systems. So long as the securities are in book entry form, you will not be entitled to receive a definitive note representing your interest. The securities will remain in book entry form except in the limited circumstances described under the caption “Certain Information Regarding the Securities—Book Entry Registration” in the accompanying prospectus. Unless and until the securities cease to be held in book entry form, the indenture trustee will not recognize you as a “noteholder,” as the term is used in the indenture. As a result, you will only be able to exercise the rights of securityholders indirectly through The Depository Trust Company (if in the United States) and its participating organizations, or Clearstream Banking Luxembourg société anonyme and the Euroclear Bank S.A./N.V, as operator for the Euroclear System in Europe or Asia and their participating organizations. Holding the securities in book entry form could also limit your ability to pledge your securities to persons or entities that do not participate in The Depository Trust Company, Clearstream Banking Luxembourg société anonyme or the Euroclear System and to take other actions that require a physical certificate representing the securities.

Interest and principal on the securities will be paid by the trust to The Depository Trust Company as the record holder of the securities while they are held in book entry form. The Depository Trust Company will credit payments received from the trust to the accounts of its participants which, in turn, will credit those amounts to securityholders either directly or indirectly through indirect participants. This process may delay your receipt of principal and interest payments from the trust.

Possible Prepayment Due to Inability to Acquire Subsequent Receivables.

If so disclosed in the related prospectus supplement, a trust may agree to buy additional receivables from the depositor after the closing date.  The number of receivables that the depositor has to sell depends on its ability to acquire additional receivables which, in turn, is affected by, among other things. the number of financed vehicles sold.  The number of financed vehicles sold is affected by a variety of factors, including interest rates, unemployment levels, the rate of inflation and consumer perception of economic conditions generally.  If the full amount deposited on the closing date for the purpose of purchasing additional receivables from the depositor cannot be used for that purpose during the specified period, all remaining monies will be applied as a mandatory prepayment of a designated class or classes of securities.  

We refer you to “Description of the Transfer and Servicing Agreements—Credit and Cash Flow Enhancement—Pre-funding feature”.

THE SPONSOR, ADMINISTRATOR AND SERVICER

Toyota Motor Credit Corporation (“TMCC” or the “Sponsor”) was incorporated in California in 1982, and commenced operations in 1983.  The address of TMCC’s principal executive offices is 19001 South Western Avenue, Torrance, California 90509.  TMCC is owned by Toyota Financial Services Americas Corporation, a California corporation, which is a wholly owned subsidiary of Toyota Financial Services Corporation, a Japanese corporation (“TFSC”).  TFSC, in turn, is a wholly owned subsidiary of Toyota Motor Corporation, a Japanese corporation (“TMC”).  TFSC manages TMC’s worldwide finance operations.  Prior to 2000, TMCC was a wholly owned subsidiary of Toyota Motor Sales, U.S.A., Inc.  TMCC is marketed under the brands of Toyota Financial Services and Lexus Financial Services.

TMCC provides a variety of finance and insurance products to authorized Toyota, Lexus and Scion vehicle dealers and, to a lesser extent, other domestic and import franchise dealers and their customers (collectively, the “Dealers”).  The Dealers will originate, and TMCC will purchase, the Receivables in the ordinary course of business pursuant to agreements with Dealers (the “Dealer Agreements”).  TMCC also provides finance products to commercial and industrial equipment dealers and their customers.  TMCC’s products fall primarily into the following finance and insurance product categories:

•

Finance – TMCC provides a broad range of finance products including retail financing, leasing, and dealer financing to vehicle and industrial equipment dealers and their customers.

•

Insurance – Through a wholly owned subsidiary, TMCC provides marketing, underwriting, and claims administration related to covering certain risks of vehicle dealers and their customers.  TMCC also provides coverage and related administrative services to certain affiliates.

TMCC primarily acquires and services finance, lease and insurance contracts from vehicle dealers through 30 dealer sales and services offices (“DSSOs”) and three customer service centers (“CSCs”) and from industrial equipment dealers through a corporate department located at TMCC’s headquarters in Torrance, California.  The DSSOs primarily support vehicle dealer financing needs by providing services such as acquiring finance and lease contracts from vehicle dealers, financing inventories, and financing other dealer activities and requirements such as business acquisitions, facilities refurbishment, real estate purchases and working capital requirements.  The DSSOs also provide information and support for TMCC’s finance and insurance products sold in the United States (“U.S.”) (excluding Hawaii) and Puerto Rico.  The CSCs support customer account servic ing functions such as collections, lease terminations, and administration of retail and lease customer accounts, including payment processing and pay-offs.  The Central region CSC also supports insurance operations by acquiring insurance contracts, providing customer service, and handling claims processing.

TMCC has been engaged in purchasing finance contracts from authorized Toyota dealers in the U.S. since 1983, and has seen its portfolio of retail installment sales contracts (“Receivables”) grow to over $33 billion as of March 31, 2006.

Underwriting of Motor Vehicle Retail Installment Sales Contracts

TMCC purchases retail installment sales contracts secured by new or used automobile and light duty trucks from approximately 1,600 Dealers.  The Dealers are located throughout the U.S. (excluding Hawaii) and Puerto Rico.  Dealers originate these Receivables in accordance with TMCC’s requirements as specified in existing agreements between TMCC and the Dealers.  The Receivables are purchased in accordance with TMCC’s underwriting standards.  TMCC uses a proprietary credit scoring system for decisioning credit applications, which emphasizes, among other factors, the applicant’s willingness and ability to pay, the value of the vehicle to be financed, the applicant’s previous credit history, debt load, employment status, and amount financed relative to the value of the related vehicle.

Applications received from Dealers include the applicant’s name, address, residential status, source and amount of monthly income and amount of monthly rent or mortgage payment.  Dealers transmit customer applications directly into TMCC’s online system for contract acquisition (“OSCAR”).  Customers transmit applications online through TMCC’s website.  Upon receipt of the credit application, OSCAR automatically generates and transmits credit bureau requests to one or more of the major credit bureaus, which provide a credit report to TMCC.

<R>Credit applications are then subject to systematic evaluation.  OSCAR evaluates each application to determine if it qualifies for auto-decisioning.  OSCAR distinguishes this type of applicant as meeting specific requirements and promptly approves the offering without manual investigative work or associate analysis by systematically reviewing factors of the application such as debt to income ratios and credit scores.  A significant portion of high quality credit applications are approved automatically.  The automated approval process approves only the applicant’s credit eligibility.  Automated approval does not assign a tier; rather, the tier that is assigned is associated with the credit score on he bureau and is based on TMCC’s interal credit score standards that are detailed on local rate letters.</R>

Credit analysts (located at the DSSOs) decide all credit applications that do not qualify for auto-decisioning.  A credit analyst decisions applications based on an applicant’s credit worthiness and projected ability to pay the monthly payment, which is derived from the amount financed, the terms, and the assigned contract rate.  TMCC’s proprietary scoring system assists the credit analyst in the credit approval process.  OSCAR calculates and assigns a payment probability percentage and a credit risk grade.  Key data from the bureaus are combined with data from the customer applications, including ratios such as vehicle payment to income and total debt payments to total income, and weighted by a statistically validated credit scoring process to provide objective evaluations of customer repayment probabilities.

A credit analyst will verify information contained in the credit application with respect to certain applications (generally those presenting higher risk).  At any time during the credit decisioning process, the credit analyst may elect to counter the offering (e.g. changing the terms of the contract).  A countered credit decision is a credit application that could be purchased upon satisfaction of modified contract terms not originally submitted by the Dealer.

The final credit decision is made based upon the degree of credit risk perceived and the amount of credit requested.  If an application is conditionally approved or rejected, the Dealer is notified of the conditions required for the approval or reasons for rejection.  Additionally, an Equal Credit Opportunity Act adverse action notice is sent to the customer specifying the reasons for modification or rejection of the application for credit.  When a customer application is approved, the Dealer is required to submit specific contract documentation to the DSSO in accordance with TMCC procedures.

TMCC utilizes a tiered pricing program for retail installment sales contracts.  The program matches customer risk with contract rates charged to allow for a range of risk levels.  Generally, each approved application is assigned a credit tier.  TMCC reviews and adjusts rates regularly based on competitive and economic factors.  Rates vary based on credit tier, term and collateral, including whether a new or used vehicle is being financed.  In limited circumstances, rates may be adjusted on an exception basis.  In addition, special rates may apply as a result of promotional efforts.

TMCC regularly reviews and analyzes its portfolio of Receivables to evaluate the effectiveness of its underwriting guidelines and purchasing criteria.  If external economic factors, credit loss or delinquency experience, market conditions or other factors change, TMCC may adjust its underwriting guidelines and purchasing criteria in order to change the asset quality of its portfolio or to achieve other goals and objectives.

TMCC’s retail installment sales contracts require obligors to maintain specific levels of physical damage insurance during the term of the contract.  At the time of purchase, an obligor signs a statement indicating he has or will have in effect the levels of insurance required by TMCC and provides the name and address of his insurance company and agent.  Obligors are generally required to provide TMCC with evidence of compliance with the foregoing insurance requirements.  The terms of each Receivable allow, but do not require, TMCC to (and TMCC, in accordance with its current normal servicing procedures, does not) obtain any such coverage on behalf of the Obligor.

TMCC does not currently engage in electronic contracting with Obligors.  However, TMCC plans to implement electronic contracting systems over the next few years.  If such electronic contracting systems are implemented, they will be described in the applicable Prospectus Supplement.

Servicing of Motor Vehicle Retail Installment Sales Contracts

TMCC also services the Receivables (the “Servicer”).  Each of the three customer service centers services the finance contracts using the same servicing system and procedures, except that centralized tracking units monitor bankruptcy administration, post-charge-off and recovery.  The collection department manages the liquidation of each Receivable.  TMCC considers an obligor to be past due if less than 90% of a regularly scheduled payment is received by the due date.  TMCC uses an on line collection system that prioritizes motor vehicle retail installment sales contracts for collections efforts, including the generation of past due notices and signaling TMCC collections personnel to attempt to make telephone contact with delinquent obligors based on a behavioral scoring method (which analyzes borrowers’ past performance to p redict future payment behavior).  TMCC generally determines whether to commence repossession efforts before a Receivable is 60 days past due.  Repossessed vehicles are held in inventory to comply with statutory requirements and then sold at private auctions, unless public auctions are required by applicable law.  Any unpaid amounts remaining after sale or after full charge off are pursued by TMCC to the extent practical and legally permitted.  See “Certain Legal Aspects of the Receivables—Deficiency Judgments and Excess Proceeds”.  Collections of deficiencies are administered at a centralized facility.  TMCC’s policy is to charge off a finance contract as soon as disposition of the vehicle has been effected and sales proceeds have been received, but may in some circumstances charge-off a finance contract prior to repossession.  When repossession and disposition of the collateral has not been effected, TMCC’s policy is to charge off as soon as TMCC determines that the vehicle cannot be recovered, but not later than when the contract is 150 days contractually delinquent.

<R>As set forth in each sale and servicing agreement, the Servicer may, in accordance with its customary servicing procedures, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables.  In addition, to the extent provided in each sale and servicing agreement, the Servicer also shall be authorized to grant extensions, rebates or adjustments on a Receivable in accordance with the customary servicing standards of the Servicer without the prior consent of the owner trustee, indenture trustee or any Securityholder, subject to the terms described under “Description of the Transfer and Servicing Agreements—Servicing Procedures” in this Prospectus.  </R>

Securitization Experience

TMCC utilizes the asset-backed securities markets as a means to supplement its core unsecured funding programs, to secure an alternate source of liquidity, and to tap into a unique investor base. TMCC currently maintains a shelf registration with the SEC relating to the issuance of securities secured by retail finance receivables.

TMCC first developed its securitization program in the early 1990s, and issued its first securitization transaction in 1993. Since that time, TMCC has issued a total of fifteen securitization transactions backed by retail finance receivables.

Since it commenced operations in 1983, TMCC’s portfolio of retail finance contracts has grown to total over $33 billion as of March 31, 2006.

None of TMCC’s securitization transactions has experienced an event of default.

TMCC indirectly originates all Receivables in each asset pool to be securitized in the ordinary course of its business.  For a description of the selection criteria used in selecting the asset pool to be securitized, see “The Receivables” in this Prospectus.  TMCC engages one of the selected underwriters of the related securities to assist in structuring the transaction based on the forecasted cash flows of the pool and to determine class sizes and average lives based on current market conditions.

THE DEPOSITOR

Toyota Auto Finance Receivables LLC ("TAFR LLC" or the "Depositor") was formed in the State of Delaware on December 22, 2000, as a wholly owned, limited purpose subsidiary of Toyota Motor Credit Corporation. The principal executive offices of the Depositor are located at 19851 S. Western Avenue EF 12, Torrance, California, 90509, Attn: President, and its telephone number is (310) 468-7333.

<R>The Depositor was organized primarily for the purpose of acquiring installment sales contracts  similar to the Receivables and associated rights from TMCC, selling the Receivables and installment sales contracts similar to the Receivables to a Trust, causing the issuance of securities similar to the notes and certificates and engaging in related transactions.  Initially, the Depositor will also own the Certificate issued by the Trust.  TAFR LLC's limited liability company agreement limits the Depositor's activities to the purposes indicated above and to any activities incidental to and necessary for such purposes (including repurchase obligations for breaches of representations and warranties regarding Receivables).  Other than the obligation to obtain the consent of the depositor with respect to amendments to the related trust agreement or other consent rights given to the holder of the residual interest in the related trust, the depositor will have no ongoing duties with respect to each trust.  </R>

<R>The limited liability company agreement of the Depositor includes requirements for independent directors, extensive corporate separateness covenants and restrictions on its permitted corporate functions (including on its ability to borrow money or incur debts), all of which are designed to prevent the consolidation of the assets of the depositor with those of any of TMCC, any of its affiliates or of the related trusts in the event of a bankruptcy or insolvency proceeding of TMCC, such other affiliated entity or the related trusts.  </R>

THE ISSUING ENTITY

The Depositor will establish each issuing entity (each, a “Trust”) pursuant to a Trust Agreement (as amended and supplemented from time to time the “Trust Agreement”).  

The terms of each series of notes (the “Notes”) or certificates (the “Certificates” and, together with the Notes, the “Securities”) issued by each Trust, and additional information concerning the assets of each Trust and any applicable credit enhancement will be set forth in a supplement to this Prospectus (a “Prospectus Supplement”).  

The Trust for each series will not engage in any activity other than:

1.

issuing the Notes and the Certificates;

2.

entering into and performing its obligations under any currency exchange rate or interest rate swap agreement between the Trust and a counterparty;

3.

acquiring the Receivables and the other assets of the Trust from the Depositor in exchange for the Notes and the Certificates;

4.

assigning, granting, transferring, pledging, mortgaging and conveying the Trust's property pursuant to the related Indenture;

5.

managing and distributing to the holders of the Certificates any portion of the Trust's property released from the lien of the related Indenture;

6.

entering into and performing its obligations under the financing documents;

7.

engaging in other activities that are necessary, suitable or convenient to accomplish the activities listed in clauses (1) through (6) above or are incidental to or connected with those activities;

8.

engaging in any other activities as may be required, to the extent permitted under the related financing documents, to conserve the Trust's property and the making of distributions to the holders of the Notes and Certificates; and

9.

engaging in ancillary or related activities as specified in the related Prospectus Supplement.

<R>Each Trust will be structured, and each Sale and Servicing Agreement pursuant to which a Trust will purchase Receivables from the Depositor and the Servicer will agree to service such Receivables, each Trust Agreement pursuant to which a Trust will be created and a Certificate will be issued thereby and each Administration Agreement pursuant to which TMCC will undertake certain administrative duties with respect to a Trust that issues Notes (collectively, the “Transfer and Servicing Agreements”) will contain non-petition clauses, whereunder all applicable parties covenant not to institute any bankruptcy or insolvency proceedings (or take any related actions) against either the applicable Trust or the Depositor at any time in connection with any obligations relating to the related Notes or any of the Transfer and Servicing Agreements.  </R>

See “The Notes—The Indenture—Certain Covenants” in this Prospectus for additional information regarding permissible activities of or restrictions on each issuing entity.

THE TRUST PROPERTY

The property of each Trust will include a pool (a “Receivables Pool”) of retail installment sales contracts principally between Dealers and the obligors (the “Obligors”) of new and used cars and light duty trucks (the “Financed Vehicles”) and all payments due on such Receivables on and after the applicable cutoff date (the “Cutoff Date”), as specified in the related Prospectus Supplement.  The Dealers will originate, and TMCC will purchase, the Receivables of each Receivables Pool in the ordinary course of business pursuant to Dealer Agreements.  On the applicable Closing Date, TMCC will transfer the Receivables to the Depositor and the Depositor will sell the Receivables comprising the related initial Receivables Pool to the Trust pursuant to the related Sale and Servicing Agreement among the Depositor, the Servicer and the Trust (as amended and supplement ed from time to time, the “Sale and Servicing Agreement”); provided that if so specified in the related Prospectus Supplement, subsequent sales of additional Receivables by the Depositor may occur during a Revolving Period.  

The property of each Trust will also include (i) such amounts as from time to time may be held in separate accounts established and maintained by the Servicer or Depositor with the indenture trustee pursuant to the related Sale and Servicing Agreement; (ii) security interests in the vehicles financed by the Receivables (the “Financed Vehicles”) and any accessions thereto; (iii) the rights to proceeds from claims on certain physical damage, credit life and disability insurance policies covering the Financed Vehicles or the Obligors, as the case may be; (iv) the right of the Depositor to receive any proceeds from Dealer Recourse, if any, on Receivables or Financed Vehicles; (v) the rights of the Depositor under the Sale and Servicing Agreement; (vi) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and that shall have been repossessed by or on behalf of the applicable Trust; and (vii) any and all proceeds of clauses (i) through (vi) above.  Various forms of credit enhancement may be used to provide credit enhancement for the benefit of holders of the related Securities, including a Yield Maintenance Account or a Reserve Fund.  Additionally, pursuant to the Dealer Agreements, the Dealers will be required to repurchase Receivables as to which Dealers have made certain misrepresentations.  If so specified in the related Prospectus Supplement, the trust property may also include the rights of the Trust and powers of the applicable trustee under the Swap Agreement, and the amounts payable to the Trust under the Swap Agreement, and the rights of the Trust and the powers of the related trustee under the Revolving Liquidity Note Agreement, and the amounts so funded by the holder of the Revolving Liquidity Note under such Revolving Liquidity Note Agreement.

THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE

An owner trustee for each Trust and an indenture trustee under any Indenture pursuant to which Notes are issued will be specified in the related Prospectus Supplement.  An owner trustee’s or indenture trustee’s liability in connection with the issuance and sale of the related Securities is limited solely to the express obligations of such owner trustee or indenture trustee set forth in the related Trust Agreement, and/or Sale and Servicing Agreement or Indenture, as applicable.  An owner trustee or indenture trustee may resign at any time by so notifying the issuing entity and each rating agency, in which event the Servicer, or its successor, will be obligated to appoint a successor thereto.  The administrator of a Trust may also remove an owner trustee or indenture trustee that ceases to be eligible to continue in such capacity under the related Trust Agreement or becomes insolven t.  In addition, the holders of a majority of outstanding notes of the controlling class may remove the indenture trustee if the indenture trustee is adjudged bankrupt or insolvent, a receiver or other public officer takes charge of the indenture trustee or its property, the indenture trustee otherwise becomes incapable of acting, or the indenture trustee breaches any representation, warranty or covenant made by it under any Transfer and Servicing Agreement.  In such circumstances, the Servicer or the administrator, as the case may be, will be obligated to appoint a successor thereto.  Any resignation or removal of an owner trustee and appointment of a successor owner trustee will not become effective until acceptance of the appointment by the successor owner trustee.  No resignation or removal of the indenture trustee and no appointment of a successor indenture trustee shall become effective until the acceptance of appointment by the successor indenture trustee pursuant to the indenture.

The issuing entity shall cause the administrator to indemnify the indenture trustee against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of the applicable Trust and the performance of its duties under the indenture, the sale and servicing agreement or any other Transfer and Servicing Agreement. The indenture trustee shall notify the issuing entity and the administrator promptly of any claim for which it may seek indemnity; provided, that, failure by the indenture trustee to provide such notification shall not relieve the issuing entity or the administrator of its obligations under the indenture if no prejudice to the issuing entity or the administrator shall have resulted from such failure.  Neither the issuing entity nor the administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the indenture trustee through the indenture trustee’s own willful misconduct, negligence or bad faith.

WHERE YOU CAN FIND MORE INFORMATION ABOUT YOUR SECURITIES

The Trust—The indenture trustee will provide to securityholders (“Securityholders”) (which shall be Cede & Co.  as the nominee of DTC unless definitive Securities are issued under the limited circumstances described in this Prospectus) unaudited monthly and annual reports concerning the Receivables and certain other matters.  See “Certain Information Regarding the Securities—Reports to Securityholders” and “Description of the Transfer and Servicing Agreements—Evidence as to Compliance” in the Prospectus.  If and for so long as any Securities are listed on an exchange and the rules of such exchange so require, each such report (including a statement of the outstanding principal balance of each class of Securities) also shall be delivered to such exchange on the related Payment Date or other date for delivery of such reports .  Copies of such reports may be obtained at no charge at the offices specified in the related Prospectus Supplement.  

<R>The Depositor—Toyota Auto Finance Receivables LLC, as Depositor of the Receivables, has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933 (the “Securities Act”) of which this Prospectus forms a part.  The Registration Statement is available for inspection without charge at the public reference facilities maintained at the principal office of the SEC at 100 F Street, N.E., Washington, D.C. 20549.  You may obtain information on the operation of the SEC’s reference room by calling the SEC at (800) SEC 0330.  You may obtain copies of such materials at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549.  The SEC also maintains a website (http://www.sec.gov) that contains reports, registration statements, proxy and information statements, and other information regarding issuers that file electronically with the SEC using the SEC’s Electronic Data Gathering Analysis and Retrieval system (commonly known as EDGAR).  All reports filed by the Depositor may be found on EDGAR filed under registration number 333-134443, and all reports filed with respect to each Trust under that number plus the applicable serial tag number.  Copies of the transaction agreements relating to the Securities will also be filed with the SEC on EDGAR under the registration number shown above.</R>

For the time period that each Trust is required to report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Depositor, on behalf of the trust of the related series, will file the reports required under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act.  These reports include (but are not limited to):  

·

<R>Reports on Form 8-K (Current Report), following the issuance of the series of securities of the related trust, including as Exhibits to the Form 8-K (1) the transaction agreements or other documents specified in the related Prospectus Supplement;  </R>

·

Reports on Form 8-K (Current Report), following the occurrence of events specified in Form 8-K requiring disclosure, which are required to be filed within the time-frame specified in Form 8-K related to the type of event;

·

<R>Reports on Form 10-D (Asset-Backed Issuer Distribution Report), containing the distribution and pool performance information required on Form 10-D, which are required to be filed 15 days following the payment date specified in the related Prospectus Supplement; and </R>

·

<R>Report on Form 10-K (Annual Report), containing the items specified in Form 10-K with respect to a fiscal year, and the items required pursuant to Items 1122 and 1123 of Regulation AB of the Act.   </R>

The Depositor does not intend to file with the SEC any reports required under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act with respect to a Trust following completion of the reporting period required by Rule 15d-1 or Regulation 15D under the Exchange Act.  Unless specifically stated in the report, the report and any information included in the report will neither be examined nor reported on by an independent public accountant.  Each Trust formed by the Depositor will have a separate file number assigned by the SEC, which unless otherwise specified in the related Prospectus Supplement, is not available until filing of the final Prospectus Supplement related to the series.  Reports filed with the SEC with respect to a Trust after the final Prospectus Supplement is filed will be available under the Trust’s specific number, which will be a series number assigned to the file number of the Depositor shown above.

The distribution and pool performance reports filed on Form 10-D will be forwarded to each Securityholder as specified in “Description of the Transfer and Servicing Agreements—Statements to Securityholders” in this Prospectus.  The Depositor will post reports on its website located at “www.toyotafinancial.com” as soon as reasonably practicable after such reports are filed with the SEC.  

Static Pool Data—If specified in the related Prospectus Supplement, static pool data with respect to the delinquency, cumulative loss and prepayment data for each Trust will be made available through a website.  The Prospectus Supplement related to each series for which the static pool data is provided through a website will contain the website address to obtain this information.  Except as stated below, the static pool data provided through any website will be deemed part of this prospectus and the registration statement of which this prospectus is a part from the date of the related Prospectus Supplement.  

Notwithstanding the foregoing, the following information shall not be deemed part of the prospectus or the registration statement of which this prospectus is a part:

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with respect to information regarding prior securitized pools of the Depositor that do not include the currently offered pool, information regarding prior securitized pools that were established before January 1, 2006; and

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with respect to information regarding the pool described in the related Prospectus Supplement, information about the pool for periods before January 1, 2006.

Copies of the static pool data presented on a website and deemed part of this prospectus may be obtained upon written request by the Securityholders of the related series at the address specified in the related Prospectus Supplement.  Copies of information related to the period prior to January 1, 2006 may also be obtained upon written request.

TMCC—If the trust invests in demand notes issued by TMCC, TMCC, in its capacity as issuer of demand notes, will be a registrant under the Registration Statement.  In that capacity, TMCC will be subject to the informational requirements of the United States Securities Exchange Act.  In accordance with that law, TMCC will file annual, quarterly and current reports and other information with the SEC.  If you want more information about TMCC, you may review the Registration Statement and TMCC’s periodic filings, obtain copies of such documents at prescribed rates or access the SEC’s website.  The relevant contact information for the SEC is set forth in the paragraph captioned “The Depositor” above.  

TMCC’s filed periodic reports contain important information regarding TMCC.  If the Trust invests in demand notes issued by TMCC, TMCC incorporates by reference its Annual Report on Form 10-K for the year ended March 31, 2006, and any filings made by it with the SEC under Sections 13(a) or 15(d) of the United States Securities Exchange Act after the initial filing of the registration statement.  Any information in any such reports filed with the SEC subsequent to the date of this Prospectus will automatically update this Prospectus.

If and for so long as Securities are listed on an exchange and the rules of such exchange so require, the related Prospectus Supplement will include the address of an office in the jurisdictions specified by the rules of such exchange at which copies of the Registration Statement filed by TAFR LLC and TMCC (including all documents incorporated in the Registration Statement) and TMCC’s periodic SEC reports can be obtained for so long as those Securities are outstanding.  If so required by the rules of such exchange, copies of those documents will also be filed with such exchange for so long as those Securities are outstanding.  Copies of the transaction agreements relating to the Securities will also be filed with the SEC and with any such exchange that so requires.  

THE RECEIVABLES POOLS

<R>The Receivables Pools will include the Receivables purchased as of the Cutoff Date.  The Receivables will have been originated by Dealers in accordance with TMCC’s requirements and subsequently purchased by TMCC.  The Receivables evidence the indirect financing made available by TMCC to the related obligors (the “Obligors”) in connection with the purchase by such Obligors of the Financed Vehicles.  On or before the date of initial issuance of the Securities (the “Closing Date”), TMCC will sell the Receivables comprising the related initial Receivables Pool to the Depositor pursuant to the receivables purchase agreement (the “Receivables Purchase Agreement”) between the Depositor and TMCC, provided that if so specified in the related prospectus supplement, the trust may subsequently purchase additional Receivables from the Depositor during a specified Revolving Period or Prefunding Period.  The Depositor will, in turn, sell the Receivables to the Trust pursuant to the related Transfer and Servicing Agreement.  During the term of the related Transfer and Servicing Agreement, neither the Depositor nor TMCC may substitute any other retail installment sales contract for any Receivable sold to the Trust.  </R>

The Receivables in each Receivables Pool will have been purchased by TMCC from Dealers in the ordinary course of business.  The Receivables are purchased from Dealers pursuant to Dealer Agreements.  TMCC purchases Receivables originated in accordance with its credit standards which are based upon the vehicle buyer’s ability and willingness to repay the obligation as well as the value of the vehicle being financed, as described under “The Sponsor, Administrator and Servicer—Underwriting of Motor Vehicle Retail Installment Sales Contracts” in this Prospectus.

<R>The Receivables to be held by each Trust for inclusion in a Receivables Pool will be selected from TMCC’s portfolio of auto and/or light duty truck retail installment sales contracts that meet several criteria.  These criteria require that each Receivable (i) is secured by a new or used vehicle, (ii) was originated in the United States, (iii) provides for monthly payments that fully amortize the amount financed over its original term to maturity (except for minimally different payments in the first or last month in the life of the Receivables), and (iv) satisfies the other criteria, if any, set forth in the related Prospectus Supplement, which may include original term to maturity, percentage by principal balance of the Receivables of types of vehicles, geographic location, percentage by principal balance of the Receivables of new vehicles and used vehicles, credit grade, remaining term to maturity, date of origination and contractual annual percentage rate.  No selection procedures believed by the Depositor to be adverse to the Securityholders of any series will be used in selecting the related Receivables.      </R>

Each Receivable will provide for the allocation of payments according to (i) the simple interest method (“Simple Interest Receivables”) or (ii) the “actuarial” method (“Actuarial Receivables”).  

Simple Interest Receivables.  Payments on Simple Interest Receivables will be applied first to interest accrued through the date immediately preceding the date of payment and then to unpaid principal.  Accordingly, if an Obligor pays an installment before its due date, the portion of the payment allocable to interest for the payment period will be less than if the payment had been made on the due date, the portion of the payment applied to reduce the principal balance will be correspondingly greater, and the principal balance will be amortized more rapidly than scheduled.  Conversely, if an Obligor pays an installment after its due date, the portion of the payment allocable to interest for the payment period will be greater than if the payment had been made on the due date, the portion of the payment applied to reduce the principal balance will be correspondingly less, and the princip al balance will be amortized more slowly than scheduled, in which case a larger portion of the principal balance may be due on the final scheduled payment date.  No adjustment to the scheduled monthly payments is made in the event of early or late payments, although in the case of late payments the Obligor may be subject to a late charge.  

Actuarial Receivables.  An Actuarial Receivable provides for amortization of the loan over a series of fixed level monthly installments.  Each Scheduled Payment is deemed to consist of an amount of interest equal to 1/12 of the stated annual percentage rate (“APR”) of the Receivable multiplied by the scheduled principal balance of the Receivable and an amount of principal equal to the remainder of the Scheduled Payment.  No adjustment to the scheduled monthly payments is made in the event of early or late payments, although in the case of late payments the Obligor may be subject to a late charge.  

Additional information with respect to each Receivables Pool will be set forth in the related Prospectus Supplement, including, to the extent appropriate, the composition, the distribution by APR and by the states of origination, the portion of such Receivables Pool consisting of Actuarial and of Simple Interest Receivables and the portion of such Receivables Pool secured by new vehicles and by used vehicles.  The related Prospectus Supplement will also include static pool information regarding pools of assets related to certain previously issued series of securities.

Pre-Funding.  A Trust may enter into an agreement with the Depositor, in which the Depositor will sell additional Receivables to the Trust after the Closing Date.  The transfer of Receivables to the Trust after the Closing Date is known as a pre-funding feature.  Any subsequent Receivables will be required to conform to the requirements described in the related prospectus supplement. If a pre-funding feature is used, the indenture trustee will be required to deposit all or a portion of the proceeds of the sale of the Securities of the series in a segregated account.  The subsequent Receivables will be transferred to the Trust in exchange for money released from that segregated account.  Any transfer of Receivables must occur within a specified period.  If all of the monies originally deposited in the segregated account are not used by the end of the specified period, al l remaining monies will be applied as a mandatory prepayment of a designated class or classes of Securities.

DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

Certain information concerning TMCC’s experience pertaining to delinquencies, repossessions and net losses with respect to its portfolio of new and used retail automobile and/or light duty truck receivables (including receivables previously sold that TMCC continues to service) will be set forth in each Prospectus Supplement.  There can be no assurance that the delinquency, repossession and net loss experience on any Receivables Pool will be comparable to prior experience or to such information.

WEIGHTED AVERAGE LIVES OF THE SECURITIES

The weighted average lives of the Securities of any series will generally be influenced by the rate at which the principal balances of the related Receivables are paid, which payment may be in the form of scheduled amortization or prepayments.  For this purpose, the term “prepayments” includes prepayments in full, partial prepayments (including those related to rebates of extended warranty contract costs and insurance premiums), liquidations due to default, as well as receipts of proceeds from physical damage, credit life and disability insurance policies and repurchases or purchases by the Depositor or TMCC of certain Receivables for administrative reasons or for breaches of representations and warranties.  The term “weighted average life” corresponds to the average amount of time during which each dollar of principal of a Receivable is outstanding.

All of the Receivables will be prepayable at any time without penalty to the Obligor.  However, a partial prepayment received on an Actuarial Receivable made by an Obligor will not be applied to reduce the outstanding principal balance of that Receivable on the Payment Date following the Collection Period in which they were received but will be retained and applied towards payments due in later Collection Periods.  If prepayments in full are received on an Actuarial Receivable or if full or partial prepayments are received on the Simple Interest Receivables, the actual weighted average life of the Receivables may be shorter than the scheduled weighted average life of the Receivables set forth in the related Prospectus Supplement.  The rate of prepayment of automotive receivables is influenced by a variety of economic, social and other factors, including the fact that an Obligor generally may not sell or transfer the Financed Vehicle securing a Receivable without the consent of the Servicer.

No prediction can be made as to the rate of prepayment on the Receivables in either stable or changing interest rate environments.  TMCC maintains records of the historical prepayment experience of the automobile retail installment sales contracts included in its portfolio solely to the extent disclosed in the static pool data included as Appendix A to each Prospectus Supplement.  However, no assurance can be given that prepayments on the Receivables will conform to historical experience and no prediction can be made as to the actual prepayment experience on the Receivables.  The rate of prepayment on the Receivables may also be influenced by the structure of the related loan.

Under certain circumstances, the Depositor or Servicer will be obligated to repurchase Receivables from a given Trust pursuant to the related Sale and Servicing Agreement as a result of breaches of certain representations and warranties or covenants.  See “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” and “—Servicing Procedures”.  In addition, pursuant to agreements between TMCC and the Dealers, each Dealer is obligated to repurchase from TMCC contracts that do not meet certain representations and warranties made by such Dealer (such Dealer repurchase obligations are referred to in this Prospectus as “Dealer Recourse”).  Such representations and warranties relate primarily to the origination of the contracts and the perfection of the security interests in the related Financed Vehicles, and do not typically relate to the creditworthiness of the related Obligors or the collectibility of such contracts.  Although the Dealer Agreements with respect to the Receivables will not be assigned to the Trust, the related Sale and Servicing Agreement will require that TMCC deposit any recovery in respect of any Receivable pursuant to any Dealer Recourse in the related Collection Account.  The sales by the Dealers of installment sales contracts to TMCC do not generally provide for recourse against the Dealers for unpaid amounts in the event of a default by an Obligor under such retail installment sales contract, other than in connection with the breach of the foregoing representations and warranties.  See “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” and “—Servicing Procedures”.

Early retirement of the Securities will occur if the Servicer, or any successor to the Servicer, exercises its option to purchase all of the Receivables remaining in the Trust when the Pool Balance is 10% or less of the Pool Balance as of the Cutoff Date.  See “Description of the Transfer and Servicing Agreements—Termination”.  Certain Events of Default could result in liquidation of the assets of the Trust and acceleration of the related Securities.  See “Description of the Notes—The Indenture—Events of Default; Rights upon Event of Default”.  If the Trust is a party to a swap agreement, events resulting in termination of the swap agreement generally will also result in liquidation of the assets of the Trust and acceleration of the related Securities.  See “The Swap Agreement—Termination Events” regarding event s that would result in a termination of a swap.  If the Trust is party to a revolving liquidity note agreement, events resulting in termination of the revolving liquidity note agreement may also result in liquidation of the assets of the Trust and acceleration of the related Securities.

Any reinvestment risk resulting from the rate of prepayments of the Receivables and the payment of such prepayments to Securityholders will be borne entirely by the Securityholders.

In light of the above considerations, there can be no assurance as to the amount of principal payments to be made on the Securities of a given series on each Payment Date, since the amount will depend, in part, on the amount of principal collected on the related Receivables Pool during the applicable Collection Period.  No prediction can be made as to the actual prepayment experience on the Receivables, and any reinvestment risks resulting from a faster or slower incidence of prepayment of Receivables will be borne entirely by the Securityholders of a given series.

The related Prospectus Supplement may set forth certain additional information with respect to the maturity and prepayment considerations applicable to the particular Receivables Pool and the related series of Securities.

POOL FACTORS AND TRADING INFORMATION

The “Note Pool Factor” is a seven digit decimal which the Servicer will compute prior to each payment with respect to each class of Notes.  The Note Pool Factor represents the remaining outstanding principal balance of a class of Notes, as of the close of business on the applicable Payment Date, as a fraction of the initial outstanding principal balance of such class of Notes.  The “Certificate Balance” for each class of Certificates will initially equal the principal balance as of the relevant Closing Date (the “Initial Certificate Balance”) and, on each Payment Date thereafter, will be reduced by all amounts allocable to principal paid on or prior to the Payment Date in respect of each class of Notes.  The “Certificate Pool Factor” is be a seven digit decimal which the Servicer will compute prior to each payment with respect to such class of Certific ates indicating the remaining Certificate Balance of such class of Certificates, as of the close of business on the applicable Payment Date, as a fraction of the Initial Certificate Balance of such class of Certificates.  Each Note Pool Factor and each Certificate Pool Factor will initially be 1.0000000 and thereafter will decline to reflect reductions in the outstanding principal balance of the applicable class of Notes, or in the Certificate Balance of the applicable class of Certificates, as the case may be.  A Certificateholder’s portion of the aggregate outstanding principal balance of the related class of Notes is the product of (i) the original denomination of such Certificateholder’s Note and (ii) the applicable Note Pool Factor.  A Certificateholder’s portion of the aggregate outstanding Certificate Balance for the related class of Certificates is the product of (a) the original denomination of such Certificateholder’s Certificate and (b) the applicable Certificate Pool Factor.

Unless otherwise provided in the related Prospectus Supplement with respect to each Trust, the Securityholders will receive reports on or about each Payment Date concerning (i) with respect to the Collection Period immediately preceding such Payment Date, payments received on the Receivables, the Pool Balance, each Certificate Pool Factor or Note Pool Factor, as applicable, and various other items of information, and (ii) with respect to the Collection Period second preceding such Payment Date, as applicable, amounts allocated or paid on the preceding Payment Date and any reconciliation of such amounts with information provided by the Servicer prior to such current Payment Date.  In addition, Securityholders of record during any calendar year will be furnished information for tax reporting purposes not later than the latest date permitted by law.  See “Certain Information Regarding the Se curities—Reports to Securityholders”.

USE OF PROCEEDS

Unless otherwise provided in the related Prospectus Supplement, the Depositor will use the net proceeds from the sale of the Securities of a given series to purchase Receivables from TMCC and to make the initial deposit into any Reserve Fund or Yield Maintenance Account, if applicable.

DESCRIPTION OF THE NOTES

General

With respect to each Trust that issues Notes, one or more classes (each, a “class”) of Notes of the related series will be issued pursuant to the terms of an indenture (the “Indenture”), a form of which has been filed as an exhibit to the Registration Statement of which this Prospectus forms a part.  The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Notes and the Indenture.

Unless otherwise specified in the related Prospectus Supplement, each class of Notes will initially be represented by one or more Notes registered in the name of the nominee of DTC (together with any successor depository selected by the Trust, the “Depository”) except as set forth below.  Notes will be available for purchase in the denominations specified in the related Prospectus Supplement in book entry form only (unless otherwise specified in the related Prospectus Supplement).  The Depositor has been informed by DTC that DTC’s nominee will be Cede, unless another nominee is specified in the related Prospectus Supplement.  Accordingly, such nominee is expected to be the holder of record of the Notes (a “Noteholder”) of each class.  Unless and until Definitive Notes are issued under the limited circumstances described in this Prospectus or in the related Prosp ectus Supplement, no Noteholder will be entitled to receive a physical certificate representing a Note.  All references in this Prospectus and in the related Prospectus Supplement to actions by Noteholders refer to actions taken by DTC upon instructions from its participating organizations (the “DTC Participants”) and all references in this Prospectus and in the related Prospectus Supplement to payments, notices, reports and statements to Noteholders refer to payments, notices, reports and statements to DTC or its nominee, as the registered holder of the Notes, for distribution to Noteholders in accordance with DTC’s procedures with respect thereto.  See “Certain Information Regarding the Securities—Book Entry Registration” and “—Definitive Securities”.

Principal and Interest on the Notes

The related Prospectus Supplement will describe the timing and priority of payment, seniority, allocations of losses, interest rate (the “Interest Rate”) and amount of or method of determining payments of principal and interest (or, where applicable, of principal or interest only) on each class of Notes of a given series, including during any periods of payments of interest only or principal only.  Payments of interest on and principal of any Notes will be made on the dates specified in the related Prospectus Supplement (each, a “Payment Date”) in such amounts as are described in the Prospectus Supplement.  The right of holders of any class of Notes to receive payments of principal and interest may be senior or subordinate to the rights of holders of any other class or classes of Notes of such series.  Payments of interest on the Notes will generally be made prior to paym ents of principal.  With respect to holders of one or more classes of Notes so designated in the related Prospectus Supplement, during a Revolving Period only payments of interest will be made on the Notes.  A series may include one or more classes of Notes (the “Strip Notes”) entitled to (i) principal payments with disproportionate, nominal or no interest payments or (ii) interest payments with disproportionate, nominal or no principal payments.  Each class of Notes may have a different Interest Rate, which may be a fixed, variable or adjustable Interest Rate (and which may be zero for certain classes of Strip Notes), or any combination of the foregoing.  The related Prospectus Supplement will specify the Interest Rate for each class of Notes of a given series or the method for determining such Interest Rate.  See also “Certain Information Regarding the Securities Fixed Rate Securities” and “—Floating Rate Securities”.  One or mo re classes of Notes of a series may be redeemable in whole or in part, including as a result of the Depositor exercising its option to purchase the related Receivables Pool or other early termination of the related trust.  Noteholders will not be able to cause the issuing entity to redeem their Notes.

One or more classes of Notes of a given series may have fixed principal payment schedules, in the manner and to the extent set forth in the related Prospectus Supplement.  Noteholders of such Notes would be entitled to receive as payments of principal on any given Payment Date the amounts set forth on such fixed principal payment schedule.

Unless otherwise specified in the related Prospectus Supplement, payments to Noteholders of all classes within a series in respect of interest will have the same priority.  Under certain circumstances, however, on any Payment Date the amount available for such payments could be less than the amount of interest payable on the Notes.  If this is the case, each class of Noteholders will receive its ratable share (based upon the aggregate amount of interest due to such class of Noteholders) of the aggregate amount of interest available for payment on the Notes.  See “Description of the Transfer and Servicing Agreements—Payments” and “—Credit and Cash Flow Enhancement”.

If a series of Notes includes two or more classes of Notes, the sequential order and priority of payment in respect of principal and interest, and any schedule or formula or other provisions applicable to the determination of such schedule or formula, of each such class will be set forth in the related Prospectus Supplement.  Payments in respect of principal and interest of any class of Notes will be made on a pro rata basis among all the Noteholders of such class.

The Indenture

Modification of Indenture.  If a Trust has issued Notes pursuant to an Indenture, the Trust and the applicable indenture trustee may, with the consent of the holders of a majority in principal amount of such Notes then outstanding (excluding Notes held by TMCC, TAFR LLC, or any of their affiliates), execute a supplemental indenture to add provisions to, change in any manner or eliminate any provisions of, the related Indenture, or modify (except as provided below) in any manner the rights of the related Noteholders.

Unless otherwise provided in the related Prospectus Supplement, the Trust and the applicable indenture trustee may also enter into supplemental indentures, without obtaining the consent of the Noteholders of the related series, for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the related Indenture or of modifying in any manner the rights of such Noteholders; provided that such action will not materially and adversely affect the interest of any such Noteholder.

Unless otherwise specified in the related Prospectus Supplement with respect to a series of Notes, without the consent of the holder of each such outstanding Note affected thereby no supplemental indenture will: (i) change the due date of any installment of principal of or interest on any such Note or reduce the principal amount of any such Note, the interest rate specified thereon or the redemption price with respect thereto or change any place of payment where or the coin or currency in which any such Note or any interest thereon is payable; (ii) impair the right to institute suit for the enforcement of certain provisions of the related Indenture regarding payment; (iii) reduce the percentage of the aggregate amount of the outstanding Notes of such series, the consent of the holders of which is required for any such supplemental indenture or the consent of the holders of which is required for any waiver of compliance with certain provisions of the related Indenture or of certain defaults under the related Indenture and their consequences as provided for in such Indenture; (iv) modify or alter the provisions of the related Indenture regarding the voting of Notes held by the applicable Trust, any other obligor on such Notes, the Depositor or an affiliate of any of them; (v) reduce the percentage of the aggregate outstanding amount of such Notes, the consent of the holders of which is required to direct the related indenture trustee to sell or liquidate the Receivables if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes of such series; (vi) decrease the percentage of the aggregate principal amount of such Notes required to amend the sections of the related Indenture which specify the applicable percentage of aggregate principal amount of the Notes of such series necessary to amend such Indenture or certain other related agreeme nts; or (vii) permit the creation of any lien ranking prior to or on a parity with the lien of the related Indenture with respect to any of the collateral for such Notes or, except as otherwise permitted or contemplated in such Indenture, terminate the lien of such Indenture on any such collateral or deprive the holder of any such Note of the security afforded by the lien of such Indenture.

Events of Default; Rights Upon Event of Default.  With respect to the Notes of a given series, unless otherwise specified in the related Prospectus Supplement, “Events of Default” under the related Indenture will consist of: (i) a default for five days or more in the payment of any interest on any such Note; (ii) a default in the payment of the principal of or any installment of the principal of any such Note when the same becomes due and payable; (iii) a default in the observance or performance of any covenant or agreement of the applicable Trust made in the related Indenture and the continuation of any such default for a period of 90 days after notice of such default is given to such Trust by the applicable indenture trustee or to such Trust and such indenture trustee by the holders of at least 25% in principal amount of such Notes then outstanding acting together as a single class; (iv) any representation or warranty made by such Trust in the related Indenture or in any certificate delivered pursuant thereto or in connection therewith having been incorrect in a material respect as of the time made, and such breach not having been cured within 30 days after notice of such breach is given to such Trust by the applicable indenture trustee or to such Trust and such indenture trustee by the holders of at least 25% in principal amount of such Notes then outstanding acting together as a single class; or (v) certain events of bankruptcy, insolvency, receivership or liquidation of the applicable Trust.  However, the amount of principal required to be paid to Noteholders of such series under the related Indenture will generally be limited to amounts available to be deposited in the Collection Account.  Therefore, unless otherwise specified in the related Prospectus Supplement, the failure to pay principal on a class of Notes generally will not result in the occurrence of an Eve nt of Default until the final scheduled Payment Date for such class of Notes.  In addition, as described below, following the occurrence of an Event of Default (other than an Event of Default related to the failure to make required payments) and acceleration of the maturity of the Notes, the indenture trustee is not required to sell the assets of the Trust (as described above under “The Trust Property” in this Prospectus), and the indenture trustee may sell the assets of the related Trust only after meeting requirements specified in the Indenture.  Under those circumstances, even if the maturity of the Notes has been accelerated, there may not be any funds to pay the principal owed on the Notes.

<R>If an Event of Default should occur and be continuing with respect to the Notes of any series, the related indenture trustee or holders of a majority in principal amount of such Notes then outstanding (excluding Notes held by TMCC, TAFR LLC, or any of their affiliates) acting together as a single class may declare the principal of such Notes to be immediately due and payable.  Unless otherwise specified in the related Prospectus Supplement, such declaration may be rescinded by the holders of a majority in principal amount of such Notes then outstanding (excluding Notes held by TMCC, TAFR LLC, or any of their affiliates) acting together as a single class if: </R>

(i)

the issuing entity has paid or deposited with the indenture trustee a sum sufficient to pay:

(A) all payments of principal of and interest on the Notes and all other amounts that would then be due on such Notes if the Event of Default giving rise to such acceleration had not occurred; and

(B)  all sums paid by the indenture trustee under the related Indenture and the reasonable compensation, expenses and disbursements of the indenture trustee and its agents and counsel; and

(ii)

all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived.

If so specified in the related Prospectus Supplement, an Event of Default during a Revolving Period may cause the early termination of such Revolving Period and the commencement of payments of principal on the Notes.

If the Notes of any series are due and payable following an Event of Default with respect thereto, the related indenture trustee may institute proceedings to collect amounts due or foreclose on Trust property, exercise remedies as a secured party, sell the related Receivables or elect to have the applicable Trust maintain possession of such Receivables and continue to apply collections on such Receivables as if there had been no declaration of acceleration.  Unless otherwise specified in the related Prospectus Supplement, however, such indenture trustee is prohibited from selling the related Receivables following an Event of Default, other than a default in the payment of any principal of or a default for five days or more in the payment of any interest on any Note of such series, unless (i) the holders of all such outstanding Notes (excluding Notes held by TMCC, TAFR LLC, or any of their affiliates) consent to such sale, (ii) the proceeds of such sale are sufficient to pay in full the principal of and the accrued interest on such outstanding Notes at the date of such sale or (iii) such indenture trustee determines that the proceeds of Receivables would not be sufficient on an ongoing basis to make all payments on such Notes as such payments would have become due if such obligations had not been declared due and payable, and such indenture trustee obtains the consent of the holders of 66 2/3% of the aggregate outstanding principal amount of such Notes (excluding Notes held by TMCC, TAFR LLC, or any of their affiliates).  Unless otherwise specified in the Prospectus Supplement, in the event of the sale of the Receivables by the indenture trustee following an Event of Default, the Noteholders will receive notice and opportunity to submit a bid in respect of such sale.

<R>If an Event of Default occurs and is continuing and the indenture trustee has actual knowledge of such Event of Default, the indenture trustee shall be obligated to mail to each Noteholder notice of the Event of Default within 10 days of the discovery of such Event of Default. Except in the case of an Event of Default in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such Note), the indenture trustee may withhold the notice to Noteholders if and so long as a committee of its officers in good faith determines that withholding the notice is in the best interests of Noteholders.  </R>

Subject to the provisions of the applicable Indenture relating to the duties of the related indenture trustee, if an Event of Default occurs and is continuing with respect to a series of Notes, the related indenture trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders of such Notes, if the related indenture trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with such request.  Subject to the provisions for indemnification and certain limitations contained in the related Indenture, the holders of not less than a majority of the principal amount of the outstanding Notes (excluding Notes held by TMCC, TAFR LLC, or any of their affiliates) of a given series will have the right to direct the time, method and place of conducting any proceeding or any remedy available to the applicable indenture trustee, and the holders of a majority in principal amount of such Notes (excluding Notes held by TMCC, TAFR LLC, or any of their affiliates) then outstanding may, in certain cases, waive any default under the related Indenture, except a default in the deposit of collections or other required amounts, any required payment from amounts held in any trust account in respect of amounts due on the Notes, payment of principal or interest or a default in respect of a covenant or provision of such Indenture that cannot be modified without the waiver or consent of all the holders of such outstanding Notes (excluding Notes held by TMCC, TAFR LLC, or any of their affiliates).

Any Notes owned by the Depositor, the Servicer or any of their affiliates will be entitled to equal and proportionate benefits under the Indenture, except that such Notes, while owned by the Depositor, the Servicer or any of their affiliates, will not be considered to be outstanding for the purpose of determining whether the requisite percentage of noteholders have given any request, demand, authorization, direction, notice, consent or other action under the Indenture.

Unless otherwise specified in the related Prospectus Supplement, no holder of a Note of any series will have the right to institute any proceeding with respect to the related Indenture, unless (i) such holder previously has given to the applicable indenture trustee written notice of a continuing Event of Default, (ii) the holders of not less than 25% in principal amount of the outstanding Notes of such series (other than TMCC, TAFR LLC, or any of their affiliates) have made written request to such indenture trustee to institute such proceeding in its own name as indenture trustee, (iii) such holder or holders have offered such indenture trustee reasonable indemnity, (iv) such indenture trustee has for 60 days failed to institute such proceeding and (v) no direction inconsistent with such written request has been given to such indenture trustee during such 60 day period by the holders of a majority in princ ipal amount of such outstanding Notes (other than TMCC, TAFR LLC, or any of their affiliates).

In addition, each indenture trustee and the related Noteholders (other than TMCC, TAFR LLC, or any of their affiliates), by accepting the related Notes, covenants that they will not at any time institute against the applicable Trust any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

<R>With respect to any Trust, neither the related indenture trustee nor the related owner trustee in its individual capacity, nor any holder of a Certificate representing an ownership interest in such Trust nor any of their respective owners, beneficiaries, agents, officers, directors, employees, affiliates, successors or assigns will, in the absence of an express agreement to the contrary, be personally liable for the payment of the principal of or interest on the related Notes or for the agreements of such Trust contained in the applicable Indenture.  </R>

Certain Covenants.  Each Indenture will provide that the related Trust may not consolidate with or merge into any other entity, unless, among other things, (i) the entity formed by or surviving such consolidation or merger is organized under the laws of the United States, any state or the District of Columbia, (ii) such entity expressly assumes such Trust’s obligation to make due and punctual payments upon the Notes of the related series and the performance or observance of every agreement and covenant of such Trust under the Indenture, (iii) no Event of Default shall have occurred and be continuing immediately after such merger or consolidation, (iv) such Trust has been advised that the rating of the Notes of such series then in effect would not be reduced or withdrawn by the Rating Agencies as a result of such merger or consolidation and (v) such Trust has received an opinion of counsel to the effect that such consolidation or merger would have no material adverse tax consequence to the Trust or to any related Noteholder or Certificateholder.

Each Trust will not, among other things, (i) except as expressly permitted by the applicable Indenture, the applicable Transfer and Servicing Agreements or certain related documents with respect to such Trust (collectively, the “Related Documents”), sell, transfer, exchange or otherwise dispose of any of the assets of such Trust, (ii) claim any credit on or make any deduction from the principal and interest payable in respect of the Notes of the related series (other than amounts withheld under the Internal Revenue Code of 1986, as amended (referred to in this Prospectus as the “Code”) or applicable state law) or assert any claim against any present or former holder of such Notes because of the payment of taxes levied or assessed upon such Trust, (iii) except as expressly permitted by the Related Documents, dissolve or liquidate in whole or in part, (iv) permit the validity or effective ness of the related Indenture to be impaired or permit any person to be released from any covenants or obligations with respect to such Notes under such Indenture except as may be expressly permitted thereby or (v) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance to be created on or extend to or otherwise arise upon or burden the assets of such Trust or any part thereof, or any interest in the assets of the Trust or the proceeds thereof.

No Trust may engage in any activity other than as specified in this Prospectus or in the related Prospectus Supplement.  No Trust will incur, assume or guarantee any indebtedness other than indebtedness incurred pursuant to the related Notes and the related Indenture, pursuant to any Advances made to it by the Servicer or otherwise in accordance with the Related Documents.

<R>Annual Compliance Statement.  Each Trust will be required to file annually with the related indenture trustee a written statement as to the fulfillment of its obligations under the Indenture.  </R>

<R>Indenture Trustee’s Annual Report.  The indenture trustee for each Trust will be required to mail each year to all related Noteholders a brief report relating to its eligibility and qualification to continue as indenture trustee under the related Indenture, any amounts advanced by it under the Indenture, the amount, interest rate and maturity date of certain indebtedness owing by such Trust to the applicable indenture trustee in its individual capacity, the property and funds physically held by such indenture trustee as such and any action taken by it that materially affects the related Notes and that has not been previously reported. </R>

Satisfaction and Discharge of Indenture.  An Indenture will be discharged with respect to the collateral securing the related Notes upon the delivery to the related indenture trustee for cancellation of all such Notes or, with certain limitations, upon deposit with such indenture trustee of funds sufficient for the payment in full of all such Notes.

The Indenture Trustee

The indenture trustee for a series of Notes will be specified in the related Prospectus Supplement.  The indenture trustee for any series generally may resign at any time.  Upon resignation of the indenture trustee, the issuing entity will be obligated to appoint a successor thereto for such series.  The issuing entity or administrator may also remove any such indenture trustee if such indenture trustee ceases to be eligible to continue as such under the related Indenture or if such indenture trustee becomes insolvent.  In such circumstances, the issuing entity will be obligated to appoint a successor thereto for the applicable series of Notes.  Any resignation or removal of the indenture trustee and appointment of a successor thereto for any series of Notes will not become effective until acceptance of the appointment by such successor.

DESCRIPTION OF THE CERTIFICATES

General

With respect to each Trust that issues Certificates, one or more classes (each, a “class”) of Certificates of the related series will be issued pursuant to the terms of a Trust Agreement, a form of which has been filed as an exhibit to the Registration Statement of which this Prospectus forms a part.  Such Certificates will not be offered by the related Prospectus Supplement.  The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Certificates and the Trust Agreement, as applicable.

Any Certificates of a given series, which will be owned initially by the Depositor or its affiliates, will be entitled to equal and proportionate benefits under the applicable Trust Agreement.

Payments of Principal and Interest

The timing and priority of payments, seniority, allocations of losses, interest rate or pass through rate (the “Pass Through Rate”) and amount of or method of determining payments with respect to principal and interest of each class of Certificates will be described in the related Prospectus Supplement.  Payments of interest on and principal of such Certificates will be made on the dates specified in the related Prospectus Supplement (each, a “Payment Date”) and in the amounts described in the related Prospectus Supplement.  Each class of Certificates may have a different Pass Through Rate, which may be a fixed, variable or adjustable Pass Through Rate or any combination of the foregoing.  The related Prospectus Supplement will specify the Pass Through Rate for each class of Certificates of a given series or the method for determining such Pass Through Rate.  See als o “Certain Information Regarding the Securities—Fixed Rate Securities” and “—Floating Rate Securities”.  To the extent that it is so specified in the related Prospectus Supplement, payments of principal will not be made during a specified Revolving Period.  Unless otherwise provided in the related Prospectus Supplement, payments in respect of the Certificates of a given series that includes Notes may be paid sequentially later than or be subordinated to payments in respect of the Notes of such series as more fully described in the related Prospectus Supplement.    

In the case of a series of Certificates which includes two or more classes of Certificates, the timing, sequential order, priority of payment or amount of payments in respect of interest and principal, and any schedule or formula or other provisions applicable to the determination of such schedule or formula, of each such class shall be as set forth in the related Prospectus Supplement.

If and as provided in the related Prospectus Supplement, certain amounts remaining on deposit in the Collection Account after all required payments to the related Securityholders have been made may be released to the Depositor, TMCC or one or more third party credit or liquidity enhancement providers.

CERTAIN INFORMATION REGARDING THE SECURITIES

Fixed Rate Securities

Any class of Securities (other than certain classes of Strip Notes) may bear interest at a fixed rate per annum (“Fixed Rate Securities”) or at a variable or adjustable rate per annum (“Floating Rate Securities”), as more fully described below and in the related Prospectus Supplement.  Each class of Fixed Rate Securities will bear interest at the applicable per annum Interest Rate or Pass Through Rate, as the case may be, specified in the related Prospectus Supplement.  Unless otherwise set forth in the related Prospectus Supplement, interest on each class of Fixed Rate Securities will be computed on the basis of a 360 day year of twelve 30 day months.  See “Description of the Notes—Principal and Interest on the Notes” and “Description of the Certificates—Payments of Principal and Interest”.

Floating Rate Securities

Each class of Floating Rate Securities will bear interest during each applicable Interest Period at a rate per annum determined by reference to an interest rate basis (the “Base Rate”), plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, in each case as specified in the related Prospectus Supplement.

The “Spread” is the number of basis points to be added to or subtracted from the related Base Rate applicable to such Floating Rate Securities.  The “Spread Multiplier” is the percentage of the related Base Rate applicable to such Floating Rate Securities by which such Base Rate will be multiplied to determine the applicable interest rate on such floating Rate Securities.  The “Index Maturity” is the period to maturity of the instrument or obligation with respect to which the Base Rate will be calculated.

<R>The related Prospectus Supplement will designate one of the following Base Rates as applicable to a given Floating Rate Security: (i) the CD Rate (a “CD Rate Security”), (ii) the Commercial Paper Rate (a “Commercial Paper Rate Security”), (iii) the Federal Funds Rate (a “Federal Funds Rate Security”), (iv) LIBOR (a “LIBOR Security”) or (v) the Treasury Rate (a “Treasury Rate Security”).</R>

“H.15(519)” means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.  “H.15 Daily Update” means the daily update of H.15(519), available through the world wide web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or any successor site or publication.  “Interest Reset Date” will be the first day of the applicable Interest Reset Period, or such other day as may be specified in the related Prospectus Supplement with respect to a class of Floating Rate Securities.

Each related Prospectus Supplement will specify whether the rate of interest on the related Floating Rate Securities will be reset daily, weekly, monthly, quarterly, semiannually, annually or such other specified period (each, an “Interest Reset Period”) and the dates on which such Interest Rate will be reset (each, an “Interest Reset Date”).  Unless otherwise specified in the related Prospectus Supplement, the Interest Reset Date will be, in the case of Floating Rate Securities which reset: (i) daily, each Business Day; (ii) weekly, the Wednesday of each week (with the exception of weekly reset Treasury Rate Securities which will reset the Tuesday of each week, except as specified below); (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year; (v) semiannually, the third Wednesday of the two months specified in the related Prospectus Supplement; and (vi) annually, the third Wednesday of the month specified in the related Prospectus Supplement.

Unless otherwise specified in the related Prospectus Supplement, if any Interest Reset Date for any Floating Rate Security would otherwise be a day that is not a Business Day, such Interest Reset Date will be postponed to the next succeeding day that is a Business Day, except that in the case of a Floating Rate Security as to which LIBOR is an applicable Base Rate, if such Business Day falls in the next succeeding calendar month, such Interest Reset Date will be the immediately preceding Business Day.  Unless specified otherwise in the related Prospectus Supplement, “Business Day” means a day other than a Saturday, a Sunday, a legal holiday or a day on which commercial banks in New York, New York, or San Francisco, California are authorized or obligated by law, regulation, executive order or decree to be closed.  Unless otherwise specified in the related Prospectus Supplement, with resp ect to determining the Interest Reset Date for Notes as to which LIBOR is an applicable Base Rate, the definition of Business Day will also include all London Banking Days.  “London Banking Day” means any day (a) on which commercial banks are open for business, including dealings in such Index Currency in London and (b) if the Index Currency is the Euro a day on which the Trans European Automated Real time Gross Settlement Express Transfer System (“TARGET system”) is open and on which commercial banks and foreign exchange markets settle payments in London and New York.

Unless otherwise specified in the related Prospectus Supplement, if any Payment Date for any Floating Rate Security (other than the Final Payment Date) would otherwise be a day that is not a Business Day, such Payment Date will be the next succeeding day that is a Business Day except that in the case of a Floating Rate Security as to which LIBOR is the applicable Base Rate, if such Business Day falls in the next succeeding calendar month, such Payment Date will be the immediately preceding Business Day.  Unless otherwise specified in the related Prospectus Supplement, if the final Payment Date of a Floating Rate Security falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such Final Payment Date.

Except as otherwise specified in the related Prospectus Supplement, each Floating Rate Security will accrue interest on an “Actual/360” basis, an “Actual/Actual” basis, or a “30/360” basis, in each case as specified in the related Prospectus Supplement.  For Floating Rate Securities calculated on an Actual/360 basis and Actual/Actual basis, accrued interest for each Interest Period will be calculated by multiplying (i) the face amount of such Floating Rate Security, (ii) the applicable interest rate, and (iii) the actual number of days in the related Interest Period, and dividing the resulting product by 360 or 365, as applicable (or, with respect to an Actual/Actual basis Floating Rate Security, if any portion of the related Interest Period falls in a leap year, the product of (i) and (ii) above will be multiplied by the sum of (X) the actual number of days in that porti on of such Interest Period falling in a leap year divided by 366 and (Y) the actual number of days in that portion of such Interest Period falling in a non leap year divided by 365).  For Floating Rate Securities calculated on a 30/360 basis, accrued interest for an Interest Period will be computed on the basis of a 360 day year of twelve 30 day months, irrespective of how many days are actually in such Interest Period.  Unless otherwise specified in the related Prospectus Supplement, with respect to any Floating Rate Security that accrues interest on a 30/360 basis, if any Payment Date including the related Final Payment Date falls on a day that is not a Business Day, the related payment of principal or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest will accrue on the amount so payable for the period from and after such Payment Date.  The “Interest Period” with respect to any class of Floating Rate Securities wi ll be set forth in the related Prospectus Supplement.

As specified in the related Prospectus Supplement, Floating Rate Securities of a given class may also have either or both of the following (in each case expressed as a rate per annum): (i) a maximum limitation, or ceiling, on the rate at which interest may accrue during any interest period and (ii) a minimum limitation, or floor, on the rate at which interest may accrue during any interest period.  In addition to any maximum interest rate that may be applicable to any class of Floating Rate Securities, the interest rate applicable to any class of Floating Rate Securities will in no event be higher than the maximum rate permitted by applicable law, as the same may be modified by United States law of general application.

Each Trust with respect to which a class of Floating Rate Securities will be issued will appoint, and enter into agreements with, a calculation agent (each, a “Calculation Agent”) to calculate interest rates on each such class of Floating Rate Securities issued with respect thereto.  The related Prospectus Supplement will set forth the identity of the Calculation Agent for each such class of Floating Rate Securities of a given series, which may be the related indenture trustee with respect to such series.  All determinations of interest by the Calculation Agent shall, in the absence of manifest error, be conclusive for all purposes and binding on the holders of Floating Rate Securities of a given class.  Unless otherwise specified in the related Prospectus Supplement, all percentages resulting from any calculation on Floating Rate Securities will be rounded to the nearest one hundr ed thousandth of a percentage point, with five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation on Floating Rate Securities will be rounded to the nearest cent (with one half cent being rounded upward).

CD Rate Securities.  Each CD Rate Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the CD Rate and the Spread or Spread Multiplier, if any, specified in such Security and in the related Prospectus Supplement.

Unless otherwise specified in the related Prospectus Supplement, the “CD Rate” for each Interest Reset Period shall be the rate as of the second Business Day prior to the Interest Reset Date for such Interest Reset Period (a “CD Rate Determination Date”) for negotiable United States dollar certificates of deposit having the Index Maturity specified in the related Prospectus Supplement as published in H.15(519), as defined above, under the heading “Floating Rate Securities.”

The following procedures will be followed if the CD Rate cannot be determined as described above:

(1)

If the rate referred to above is not so published by 3:00 p.m., New York City time, on the related Calculation Date, then the CD Rate on the applicable CD Rate Determination Date will be the rate for negotiable United States dollar certificates of deposit of the Index Maturity specified in the related Prospectus Supplement as published in H.15 Daily Update (as defined above), or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “CDs (secondary market)”.

(2)

If the rate referred to in clause (1) above is not so published by 3:00 p.m., New York City time, on the related Calculation Date, then the CD Rate on the applicable CD Rate Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on the applicable CD Rate Determination Date of three leading nonbank dealers in negotiable United States dollar certificates of deposit in the City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified in the related Prospectus Supplement in an amount that is representative for a single transaction in that market at the time.

(3)

If the dealers selected by the Calculation Agent are not quoting as set forth in clause (2) above, the CD Rate on the applicable CD Rate Determination Date will be the rate in effect on the applicable CD Rate Determination Date.

The “Calculation Date” pertaining to any CD Rate Determination Date shall be the first to occur of (a) the tenth calendar day after such CD Rate Determination Date or, if such day is not a business day, the next succeeding business day or (b) the Business Day preceding the applicable Payment Date.

Commercial Paper Rate Securities.  Each Commercial Paper Rate Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate and the Spread or Spread Multiplier, if any, specified in such Security and in the related Prospectus Supplement.  

Unless otherwise specified in the related Prospectus Supplement, the “Commercial Paper Rate” for each Interest Reset Period will be determined by the Calculation Agent for such Commercial Paper Rate Security as of the second Business Day prior to the Interest Reset Date for such Interest Reset Period (a “Commercial Paper Rate Determination Date”) and shall be the Money Market Yield, as defined below, on the applicable Commercial Paper Rate Determination Date of the rate for commercial paper having the Index Maturity specified in the related Prospectus Supplement published in H.15(519) under the heading “Commercial Paper—Nonfinancial.”

The following procedures will be followed if the Commercial Paper Rate cannot be determined as described above:

(1)

If the rate referred to above is not published by 3:00 p.m., New York City time, on the related Calculation Date, then the Commercial Paper Rate will be the Money Market Yield on the applicable Commercial Paper Rate Determination Date of the rate for commercial paper having the Index Maturity specified in the related Prospectus Supplement published in H.15 Daily Update, or other recognized electronic source for the purpose of displaying the applicable rate under the caption “Commercial Paper—Nonfinancial”.

(2)

If by 3:00 p.m., New York City time, on the related Calculation Date the Commercial Paper Rate is not yet published in either H.15(519) or H.15 Daily Update, then the Commercial Paper Rate for the applicable Commercial Paper Rate Determination Date will be calculated by the Calculation Agent as the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 a.m., New York City time, on the applicable Commercial Paper Rate Determination Date of three leading dealers of United States dollar commercial paper in The City of New York, which may include the Calculation Agent and its affiliates, selected by the Calculation Agent for commercial paper having the Index Maturity designated in the related Prospectus Supplement placed for industrial issuers whose bond rating is “Aa”, or the equivalent, from a nationally recognized securities rating organization.

(3)

If the dealers selected by the Calculation Agent are not quoting as mentioned in clause (2) above, the Commercial Paper Rate determined on the applicable Commercial Paper Rate Determination Date will be the rate in effect on the applicable Commercial Paper Rate Determination Date.

“Money Market Yield” means a yield (expressed as a percentage rounded upward to the nearest one hundred-thousandth of a percentage point) calculated in accordance with the following formula:

Money Market Yield  =	D X 360	X  100
	360 - (D X M)

where “D” refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and “M” refers to the actual number of days in the Interest Period for which interest is being calculated.

The “Calculation Date” pertaining to any Commercial Paper Rate Determination Date shall be the first to occur of (a) the tenth calendar day after such Commercial Paper Rate Determination Date or, if such day is not a business day, the next succeeding business day or (b) the second business day preceding the related Payment Date.

Federal Funds Rate Securities.  Each Federal Funds Rate Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Federal Funds Rate and the Spread or Spread Multiplier, if any, specified in such Security and in the related Prospectus Supplement.

Unless otherwise specified in the related Prospectus Supplement, the “Federal Funds Rate” for each Interest Reset Period shall be the effective rate as of the first Business Day prior to the Interest Reset Date for such Interest Reset Period (a “Federal Funds Rate Determination Date” for United States dollar federal funds as published in H.15(519) under the heading “Federal Funds (Effective),” as displayed on Reuters Telerate LLC or any successor service on page 120 or any other page as may replace the applicable page on that service (“Telerate Page 120”).

The following procedures will be followed if the Federal Funds Rate cannot be determined as described above:

(1)

If the rate referred to above does not appear on Telerate Page 120 or is not so published by 3:00 p.m., New York City time, on the related Calculation Date, the Federal Funds Rate for the applicable Federal Funds Rate Determination Date will be the rate on the applicable Federal Funds Rate Determination Date for United States dollar federal funds published in H.15 Daily Update, or other recognized electronic source for the purpose of displaying the applicable rate under the heading “Federal Funds (Effective)”.

(2)

If the Federal Funds Rate is not so published by 3:00 p.m., New York City time, on the related Calculation Date, the Federal Funds Rate for the applicable Federal Funds Rate Determination Date will be calculated by the Calculation Agent as the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in The City of New York, which may include the Calculation Agent and its affiliates, selected by the Calculation Agent before 9:00 a.m., New York City time on the applicable Federal Funds Rate Determination Date.

(3)

If the brokers so selected by the Calculation Agent are not quoting as mentioned in clause (2) above, the Federal Funds Rate for the applicable Federal Funds Rate Determination Date will be the Federal Funds Rate in effect on the applicable Federal Funds Rate Determination Date.

The “Calculation Date” pertaining to any Federal Funds Rate Determination Date shall be the first to occur of (a) the tenth calendar day after such Federal Funds Rate Determination Date or, if such day is not a business day, the next succeeding business day or (b) the second business day preceding the related Payment Date.

LIBOR Securities.  Each LIBOR Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to LIBOR and the Spread or Spread Multiplier, if any, specified in such Security and in the related Prospectus Supplement.

Unless otherwise specified in the related Prospectus Supplement, with respect to LIBOR indexed to the offered rates for U.S. dollar deposits, “LIBOR” for each Interest Reset Period will be determined by the Calculation Agent for any LIBOR Security as follows:

(1)

If “LIBOR Telerate” is specified in the related Prospectus Supplement, or if neither “LIBOR Reuters” nor “LIBOR Telerate” is specified in the related Prospectus Supplement as the method for calculating LIBOR, LIBOR will be the rate for deposits in the Index Currency having the Index Maturity designated in the related Prospectus Supplement commencing on the second “London Banking Day” (as defined above) immediately following the applicable Interest Determination Date that appears on the Designated LIBOR Page specified in the related Prospectus Supplement as of 11:00 a.m. London time, on the applicable Interest Determination Date, or

(2)

If “LIBOR Reuters” is specified in the related Prospectus Supplement, LIBOR will be the arithmetic mean of the offered rates for deposits in the Index Currency having the Index Maturity designated in the related Prospectus Supplement, commencing on the second London Banking Day immediately following the applicable Interest Determination Date, that appear on the Designated LIBOR Page specified in the related Prospectus Supplement as of 11:00 a.m.  London time on the applicable Interest Determination Date, if at least two offered rates appear (except as provided in the following sentence).  If the Designated LIBOR Page by its terms provides for only a single rate, then the single rate will be used.

The following procedures will be followed if LIBOR cannot be determined as described above:

(1)

With respect to an Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the applicable Designated LIBOR Page as specified above, LIBOR for the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of at least two quotations obtained by the Calculation Agent after requesting the principal London offices of each of four major reference banks in the London interbank market, which may include the Calculation Agent and its affiliates, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity designated in the related Prospectus Supplement, commencing on the second London Banking Day immediately following the applicable Interest Determination Date, to prime banks in the London in terbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a principal amount that is representative for a single transaction in the applicable Index Currency in that market at that time.  If at least two such quotations are provided, LIBOR determined on the applicable Interest Determination Date will be the arithmetic mean of the quotations.

(2)

If fewer than two quotations referred to in clause (1) above are provided, LIBOR determined on the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of the rates quoted at approximately 11:00 a.m., or such other time specified in the related Prospectus Supplement, in the applicable Principal Financial Center, on the applicable Interest Determination Date by three major banks, which may include the Calculation Agent and its affiliates, in that Principal Financial Center selected by the Calculation Agent for loans in the Index Currency to leading European banks, having the Index Maturity designated in the related Prospectus Supplement and in a principal amount that is representative for a single transaction in the Index Currency in that market at that time.

(3)

If the banks so selected by the calculation agent are not quoting as mentioned in clause (2) above, LIBOR for the applicable Interest Determination Date will be LIBOR in effect on the applicable Interest Determination Date.

“Designated LIBOR Page” means either:

(1)

If “LIBOR Telerate” is designated in the related Prospectus Supplement or neither “LIBOR Reuters” nor “LIBOR Telerate is specified in the related Prospectus Supplement as the method for calculating LIBOR, the display on Reuters Telerate LLC or any successor service on the page designated in the related Prospectus Supplement or any page as may replace the designated page on that service or for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency; or

(2)

If “LIBOR Reuters” is designated in the related Prospectus Supplement, the display on the Reuters Monitor Money Rates Service or any successor service on the page designated in the related Prospectus Supplement or any other page as may replace the designated page on that service for the purpose of displaying the London interbank offered rates of major banks for the applicable Index Currency.

“Index Currency” means the currency specified in the related Prospectus Supplement as the currency for which LIBOR will be calculated.  If no currency is specified in the related Prospectus Supplement, the Index Currency will be United States dollars.

“Principal Financial Center” means, unless otherwise specified in the related Prospectus Supplement, the capital city of the country issuing the Index Currency relates, except that with respect to United States dollars, Australian dollars, Canadian dollars, euros, South African Rand and Swiss Francs, the Principal Financial Center will be the City of New York, Sydney, Toronto, London, Johannesburg and Zurich, respectively.

Treasury Rate Securities.  Each Treasury Rate Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Treasury Rate and the Spread or Spread Multiplier, if any, specified in such Security and in the related Prospectus Supplement determined on the “Treasury Rate Determination Date” specified in such Prospectus Supplement.

Unless specified otherwise in the related Prospectus Supplement, the “Treasury Rate” for each Interest Period means the rate from the auction held on the applicable Interest Determination Date (“Auction”) of direct obligations of the United States (“Treasury Bills”) having the Index Maturity specified in the applicable pricing supplement under the caption “INVESTMENT RATE” on the display on Reuters Telerate LLC or any successor service on page 56 or any other page as may replace page 56 on that service (“Telerate Page 56”) or page 57 or any other page as may replace page 57 on that service (“Telerate Page 57”).

The following procedures will be followed if the Treasury Rate cannot be determined as described above:

(1)   If the rate described above is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Treasury Rate for the applicable Interest Determination Date will be the Bond Equivalent Yield of the rate for the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High”.

(2)   If the rate described in clause (1) above is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Treasury Rate for the applicable Interest Determination Date will be the Bond Equivalent Yield of the auction rate of the applicable Treasury Bills announced by the United States Department of the Treasury.

(3)   If the rate described in clause (2) above is not announced by the United States Department of the Treasury, or if the Auction is not held, the Treasury Rate for the applicable Interest Determination Date will be the Bond Equivalent Yield of the rate on the applicable Interest Determination Date of Treasury Bills having the Index Maturity specified in the applicable pricing supplement published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market”.

(4)   If the rate described in clause (3) above is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Treasury Rate for the applicable Interest Determination Date will be the rate on the applicable Interest Determination Date of the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market”.

(5)   If the rate described in clause (4) above is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Treasury Rate for the applicable Interest Determination Date will be the rate on the applicable Interest Determination Date calculated by the calculation agent as the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on the applicable Interest Determination Date, of three primary United States government securities dealers, which may include the calculation agent or its affiliates, selected by the calculation agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified in the applicable pricing supplement.

(6)   If the dealers selected by the calculation agent are not quoting as described in clause (5) above, the Treasury Rate for the applicable Interest Determination Date will be the rate in effect on the applicable Interest Determination Date.

        “Bond Equivalent Yield” means a yield calculated in accordance with the following formula and expressed as a percentage:

Bond Equivalent Yield  =	D x N	x 100
	360 - (D x M)

where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the interest period for which interest is being calculated.

The “Calculation Date” pertaining to any Treasury Rate Determination Date shall be the first to occur of (a) the tenth calendar day after such Treasury Rate Determination Date or, if such a day is not a Business Day, the next succeeding Business Day or (b) the second Business Day preceding the date any payment is required to be made for any period following the applicable Interest Reset Date.

Indexed Securities

<R>To the extent so specified in any Prospectus Supplement, any class of Securities of a given series may consist of Securities (“Indexed Securities”) in which the principal amount payable on the final Payment Date for such class (the “Indexed Principal Amount”) and/or the interest payable on any Payment Date is determined by reference to a measure (the “Index”) which will be related to the exchange rates of one or more currencies or composite currencies (the “Index Currencies”).  Holders of Indexed Securities may receive a principal amount on the related final Payment Date that is greater than or less than the face amount of the Indexed Securities depending upon the relative value on the related final Payment Date of the specified indexed item.  Information as to the method for determining the principal amount payable on the related final Payment Dat e, if any, and, where applicable, certain historical information with respect to the specific indexed item or items and special tax considerations associated with investment in Indexed Securities, will be set forth in the related Prospectus Supplement.  Notwithstanding anything to the contrary in this Prospectus, for purposes of determining the rights of a Securityholder indexed as to principal in respect of voting for or against amendments to the related Trust Agreement, Indenture, or other related agreements as the case may be, and modifications and the waiver of rights under such Agreements, the principal amount of such Indexed Security shall be deemed to be the face amount thereof upon issuance.</R>

If the determination of the Indexed Principal Amount of an Indexed Security is based on an Index calculated or announced by a third party and such third party either suspends the calculation or announcement of such Index or changes the basis upon which such Index is calculated (other than changes consistent with policies in effect at the time such Indexed Security was issued and permitted changes described in the related Prospectus Supplement), then such Index shall be calculated for purposes of such Indexed Security by an independent calculation agent named in the related Prospectus Supplement on the same basis, and subject to the same conditions and controls, as applied to the original third party.  If for any reason such Index cannot be calculated on the same basis and subject to the same conditions and controls as applied to the original third party, then the Indexed Principal Amount of such Index ed Security shall be calculated in the manner set forth in the related Prospectus Supplement.  Any determination of such independent calculation agent shall, in the absence of manifest error, be binding on all parties.

The related Prospectus Supplement will describe whether the principal amount of the related Indexed Security, if any, that would be payable upon redemption or repayment prior to the applicable final scheduled Payment Date will be the face amount of such Indexed Security, the Indexed Principal Amount of such Indexed Security at the time of redemption or repayment or another amount described in such Prospectus Supplement.

Revolving Period

If so specified in the related Prospectus Supplement, the Sale and Servicing Agreement for any series may provide that all or a portion of the principal collected on the Receivables may be applied by the indenture trustee to the acquisition of subsequent Receivables during a specified period rather than used to distribute payments of principal to holders of one or more classes of securities of such series during that period.  The duration of any such Revolving Period (a “Revolving Period”) will not exceed three years.  Any specified Revolving Period would be followed by an “Amortization Period,” during which securityholders would receive payments in respect of principal.  Any Revolving Period may terminate earlier than its scheduled end date upon the occurrence of certain events specified in the related Prospectus Supplement.  Any such termination of a Revolving Peri od would result in earlier than expected principal repayment of the Securities.

Premium Proceeds

If so specified in the related Prospectus Supplement, on the Closing Date, the aggregate outstanding principal amount of the securities may exceed the aggregate principal balance of the Receivables plus the amount, if any, on deposit in the prefunding account.  In order to reduce this securities premium, the trust will pay additional principal on each Payment Date to the securityholders to the extent of the remaining funds, if any, available for distribution after all other payments due on that Payment Date have been paid and until the outstanding principal amount of the securities is less than or equal to the Pool Balance on the last day of the related Collection Period.

Book Entry Registration

General

Upon issuance, all notes in book-entry form having the same original issue date, Maturity and otherwise having identical terms and provisions will be represented by one or more fully registered global notes. Each global note will be deposited with, or on behalf of, the Depository Trust Company (“DTC”), as depository, registered in the name of DTC or a nominee of DTC.

Except as described below, a global note may not be transferred except as a whole: (1) by DTC to a nominee of DTC; (2) by a nominee of DTC to DTC or another nominee of DTC; (3) by DTC or any nominee to a successor of DTC or a nominee of the successor.

So long as DTC or its nominee is the registered owner of a global note, DTC or its nominee, as the case may be, will be the sole holder of the notes in book-entry form represented by the global note for all purposes under the Indenture. Except as otherwise provided in this section, the actual purchasers, or “Beneficial Owners”, of the global note or notes representing notes in book-entry form will not be entitled to receive physical delivery of notes in certificated form and will not be considered to be the holders of the notes for any purpose under the Indenture, and no global note representing notes in book-entry form will be exchangeable or transferable. Accordingly, each person owning a beneficial interest in a global note must rely on the procedures of DTC and, if a person is not a participant, on the procedures of the participant through which the person owns its interest in order to exerci se any rights of a holder under the Indenture.

We may elect to allow Beneficial Owners to hold their interest in a Global Note held by DTC through Clearstream Banking Luxembourg société anonyme (“Clearstream Banking Luxembourg”) or Euroclear Bank S.A./N.V., as operator of the Euroclear system in Europe or Asia (“Euroclear”), if they are participants in those systems, or indirectly through organizations that are participants in those systems. Clearstream Banking Luxembourg and Euroclear will hold interests on behalf of their customers through accounts held in Clearstream Banking Luxembourg’s and Euroclear names on the books of their respective depositaries, which in turn will hold the interests in the depositaries’ names on the books of DTC.

We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a global note desires to give or take any action that a holder is entitled to give or take under the Indenture, DTC would authorize the participants holding the relevant beneficial interests to give or take the desired action, and the participants would authorize Beneficial Owners owning through the participants to give or take the desired action or would otherwise act upon the instructions of Beneficial Owners. Euroclear operator or Clearstream Banking Luxembourg, as the case may be, will take action on behalf of their participants only in accordance with its relevant rules and procedures and subject to its respective depositaries’ ability to effect such actions on its behalf through DTC.

The laws of some jurisdictions require that certain purchasers of securities take physical delivery of the securities in certificated form. These limits and laws may impair the ability to transfer beneficial interests in a global note representing notes in book-entry form. Further, because DTC can act only on behalf of its participants, who in turn act on behalf of indirect participants, the ability of Beneficial Owners to pledge their interest in the notes to persons or entities that do not participate in the DTC system, or otherwise take action with respect to such interest, may be limited by the lack of a definitive certificate of such interest.

Settlement Procedures

The initial depository for the notes will be DTC. The depository will act as securities depository for the notes in book-entry form. The notes in book-entry form will be issued as fully registered securities registered in the name of Cede & Co., the depository’s nominee or such other name as may be requested by an authorized representative of DTC. One global note will be issued to represent each $500,000,000 of aggregate principal amount of notes of the same issue. Additional global notes will be issued to represent any remaining principal amount of the issue.

Purchases of notes in book-entry form under DTC’s system must be made by or through direct participants, which will receive a credit for notes in book-entry form on DTC’s records. The ownership interest of each Beneficial Owner is in turn recorded on the records of direct participants and indirect participants. Beneficial Owners of notes in book-entry form will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participants through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in a global note representing notes in book-entry form are accomplished by entries made on the books of participants acting on behalf of the Beneficial Owners. Beneficial Owners of a global note representing notes in book-entry form will not receive notes in certificated form representing their ownership interests in the notes, unless use of the book-entry system for notes in book-entry form is discontinued.

To facilitate subsequent transfers, all global notes representing notes in book-entry form which are deposited with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of global notes with DTC and their registration in the name Cede & Co. or such other DTC nominee effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the global notes representing the notes in book-entry form; DTC’s records reflect only the identity of the direct participants to whose accounts the notes in book-entry form are credited, which may or may not be the Beneficial Owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers and for forwarding all notices concerning the notes to their customers.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to Beneficial Owners will by governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices shall be sent to DTC. If less than all of the notes in book-entry form within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each direct participant in the issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the global notes representing the notes in book-entry form unless authorized by a direct participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an omnibus proxy to us as soon as possible after the applicable record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those direct participants, identified in a listing attached to the omnibus proxy, to whose accounts the notes in book-entry form are credited on the applicable record date.

So long as DTC, or its nominee, is a registered owner of the global notes representing the notes in book-entry form, we will make principal, premium, if any, and interest payments on the global notes representing the notes in book-entry form to DTC. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail information from TAFR LLC or the indenture trustee, on the applicable payment date in accordance with their respective holdings shown on DTC’s records. Payments by participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name”, and will be the responsibility of the participant and not of DTC, the indenture trustee or TAFR LLC, subject to any statutory or regulatory requirements as may be in effect from time to ti me. Payment of principal, premium, if any, and interest to DTC is the responsibility of TAFR LLC or the indenture trustee. Disbursement of such payments to direct participants is the responsibility of DTC, and disbursement of payments to the Beneficial Owners is the responsibility of direct participants and indirect participants. Distributions with respect to Notes held through Clearstream Banking Luxembourg or Euroclear will be credited, to the extent received by their respective depositaries, to the cash accounts of their participants in accordance with the relevant system’s rules and procedures.

DTC may discontinue providing its services as securities depository with respect to the notes in book-entry form at any time by giving reasonable notice to TAFR LLC or the indenture trustee. Under these circumstances, if a successor securities depository is not obtained, notes in certificated form are required to be printed and delivered.

We may decide (subject to the procedures of the securities depository) to discontinue use of a system of book-entry transfers through the depository or a successor securities depository. In that event, notes in certificated form will be printed and delivered.

If DTC is at any time unwilling or unable to continue as depository and a successor depository is not appointed by us within 90 days, we will issue notes in certificated form in exchange for the notes represented by the global notes. In addition, we may at any time and in our sole discretion determine (subject to the procedures of the securities depositary) to discontinue use of a global note and, in that event, will issue notes in certificated form in exchange for the notes represented by the global note.  Notes so issued will be issued in denominations of $1,000 and integral multiples of $1,000 (unless the notes provide for a larger minimum denomination as provided in the notes and applicable pricing supplement) and will be issued in registered form only, without coupons.

Secondary Market Trading

Because the purchaser determines the place of delivery, it is important to establish at the time of trading of any notes where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

Trading between participants of DTC, or “DTC Participants”.  Secondary market sales of notes held in DTC between DTC Participants will occur in the ordinary way in accordance with DTC rules and will be settled using the procedures applicable to United States corporate debt obligations.

Trading between participants of Euroclear, or “Euroclear Participants” and/or participants of Clearstream Banking Luxembourg, or “Clearstream Banking Luxembourg Participants”.  Secondary market sales of beneficial interests in the notes held through Euroclear or Clearstream Banking Luxembourg to purchasers that will hold beneficial interests through Euroclear or Clearstream Banking Luxembourg will be conducted in accordance with the normal rules and operating procedures of Euroclear and Clearstream Banking Luxembourg and will be settled using the procedures applicable to conventional eurobonds.

Trading between DTC Seller and Euroclear/Clearstream Banking Luxembourg Purchaser.  When book-entry interests in notes are to be transferred from the account of a DTC Participant to the account of a Euroclear or Clearstream Banking Luxembourg accountholder, the purchaser must first send instructions to the Euroclear operator or Clearstream Banking Luxembourg through a participant at least one business day (European time) prior to the settlement date, in accordance with its rules and procedures and within its established deadlines (European time). Clearstream Banking Luxembourg Participants and Euroclear Participants may not deliver instructions directly to DTC. Euroclear or Clearstream Banking Luxembourg will then instruct its depositary to receive the notes and make payment for them. On the settlement date, the depositary will make payment to the DTC Participant’s account and the notes wi ll be credited to the depositary’s account. After settlement has been completed, DTC will credit the notes to the U.S. depositary for Euroclear or Clearstream Banking Luxembourg, as the case may be. Euroclear operator or Clearstream Banking Luxembourg will credit the notes, in accordance with its usual procedures, to the participant’s account, and the participant will then credit the purchaser’s account. These securities credits will appear the next business day (European time) after the settlement date. The cash debit from the account of Euroclear or Clearstream Banking Luxembourg will be back-valued to the value date (which will be the preceding business day (European time) if settlement occurs in New York). If settlement is not completed on the intended value date (i.e., the trade fails), the cash debit will instead be valued at the actual settlement date. Since the settlement will occur during New York business hours, a DTC Participant selling an interest in the notes can use its usual pro cedures for transferring notes to the U.S. depositary for Euroclear or Clearstream Banking Luxembourg, as the case may be, for the benefit of Euroclear Participants or Clearstream Banking Luxembourg Participants. The DTC seller will receive the sale proceeds on the settlement date. Thus, to the DTC seller, a cross-market sale will settle no differently than a trade between two DTC Participants.

Trading between a Euroclear or Clearstream Banking Luxembourg Seller and a DTC Purchaser.  Due to time zone differences in their favor, Euroclear Participants and Clearstream Banking Luxembourg Participants can use their usual procedures to transfer notes through the applicable U.S. depositary to a DTC Participant. The seller must first send instructions to Euroclear or Clearstream Banking Luxembourg through a participant at least one business day (European time) prior to the settlement date. Euroclear or Clearstream Banking Luxembourg will then instruct its U.S. Depositary to credit the notes to the DTC Participant’s account and receive payment. The payment will be credited in the account of the Euroclear or Clearstream Banking Luxembourg Participant on the following business day (European time), but the receipt of the cash proceeds will be back-valued to th e value date (which will be the preceding business day (European time) if settlement occurs in New York). If settlement is not completed on the intended value date (i.e., the trade fails), the receipt of the cash proceeds will instead be valued at the actual settlement date.

Although the foregoing sets out the procedures of Euroclear, Clearstream Banking Luxembourg and DTC in order to facilitate the transfers of interests in the notes among participants of DTC, Clearstream Banking Luxembourg and Euroclear, none of Euroclear, Clearstream Banking Luxembourg or DTC is under any obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor any agent or any paying agent, any underwriter or any affiliate of any of the above, or any person by whom any of the above is controlled for the purposes of the Securities Act will have any responsibility for the performance by DTC, Euroclear and Clearstream Banking Luxembourg or their respective direct or indirect participants or accountholders of their respective obligations under the rules and procedures governing their operations or for the sufficiency for any purpose of th e arrangements described above.

The Clearing Systems

DTC.  DTC is a limited-purpose trust company organized under the New York Banking Laws, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct participants of DTC include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporati ons and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or “DTCC”. DTCC, in turn, is owned by a number of its direct participants and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to DTC’s system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The DTC rules applicable to its participants are on file with the SEC.

Clearstream Banking Luxembourg.  Clearstream Banking Luxembourg holds securities for Clearstream Banking Luxembourg Participants and facilitates the clearance and settlement of securities transactions between Clearstream banking Luxembourg Participants through electronic book-entry changes in accounts of Clearstream Banking Luxembourg Participants, thereby eliminating the need for physical movement of certificates. Clearstream Banking Luxembourg provides to Clearstream Banking Luxembourg Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream Banking, Luxembourg interfaces with domestic markets in several countries. As a registered bank in Luxembourg, Clearstream Banking Luxembourg is subject to regulation by the Luxembourg Commission for the Supervision of the Fin ancial Sector. Clearstream Banking Luxembourg Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include these underwriters. Indirect access to Clearstream Banking Luxembourg is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Banking Luxembourg Participant either directly or indirectly.

Euroclear.  Euroclear holds securities for Euroclear Participants and clears and settles transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is owned by Euroclear Clearance System Public Limited Company and operated through a license agreement by the Euroclear Operator, under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation, or the “Cooperative”. All operations are conducted by Euroclear, and all Euroclear securities clearance accounts and Euroclear cash accounts are accou nts with Euroclear, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters, dealers or agents with respect to the notes. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly. Euroclear advises that it is regulated and examined by the Belgian Banking and Finance Commission and the National Bank of Belgium. Securities clearance accounts and cash accounts with Euroclear are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law, collectively referred to in this prospectus supplement as the “Euroclear Terms and Conditions”. The Euroclear Terms and Conditions g overn transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. Euroclear acts under the Euroclear Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.

Although DTC, Clearstream Banking Luxembourg and Euroclear have agreed to these procedures in order to facilitate transfers of Securities among participants of DTC, Clearstream Banking Luxembourg and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.

Definitive Securities

The Certificates of a given series will be issued in fully registered, certificated form (“Definitive Certificates”).  Unless otherwise specified in the related Prospectus Supplement, the Notes of a given series will be issued in fully registered, certificated form (“Definitive Notes” and together with the Definitive Certificates, collectively referred to in this Prospectus as “Definitive Securities”) to Noteholders or their respective nominees, rather than to DTC or its nominee, only if (i) DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to such Securities and such administrator or trustee is unable to locate a qualified successor (and if it is an administrator that has made such determination, such administrator so notifies the applicable trustee in writing), (ii) the Depositor or the administrator or trustee, as ap plicable, at its option, elects to terminate the book entry system through DTC or (iii) after the occurrence of an Event of Default or a Servicer Default with respect to such Securities, holders representing at least a majority of the outstanding principal amount of the Notes of such series, acting together as a single class (but excluding any Notes held by TMCC, TAFR LLC, or any of their affiliates), advise the applicable trustee through DTC in writing that the continuation of a book entry system through DTC (or a successor to DTC) with respect to such Notes is no longer in the best interest of the holders of such Securities.

Upon the occurrence of any event described in the immediately preceding paragraph, the applicable indenture trustee will be required to notify all applicable Securityholders of a given series through Participants of the availability of Definitive Securities.  Upon surrender by DTC of the definitive certificates representing the corresponding Securities and receipt of instructions for re registration, the applicable indenture trustee will reissue such Securities as Definitive Securities to such Securityholders.

Payments of principal of, and interest on, such Definitive Securities will thereafter be made by the applicable trustee or indenture trustee in accordance with the procedures set forth in the related Indenture or the related Trust Agreement, as applicable, directly to holders of Definitive Securities in whose names the Definitive Securities were registered at the close of business on the applicable Record Date specified for such Securities in the related Prospectus Supplement.  Such payments will be made by check mailed to the address of such holder as it appears on the register maintained by the applicable indenture trustee.  The final payment on any such Definitive Security, however, will be made only upon presentation and surrender of such Definitive Security at the office or agency specified in the notice of final payment to the applicable Securityholders.  The applicable indenture trust ee will provide such notice to the applicable Securityholders not less than 15 nor more than 30 days prior to the date on which such final payment is expected to occur.

Definitive Securities will be transferable and exchangeable at the offices of the applicable trustee or of a registrar named in a notice delivered to holders of Definitive Securities.  No service charge will be imposed for any registration of transfer or exchange, but the applicable trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

List of Securityholders

Unless otherwise specified in the related Prospectus Supplement with respect to the Notes of any series, three or more holders of the Notes of such series or one or more holders of such Notes evidencing not less than 25% of the aggregate outstanding principal balance of such Notes may, by written request to the related indenture trustee, obtain access to the list of all Noteholders maintained by such indenture trustee for the purpose of communicating with other Noteholders with respect to their rights under the related Indenture or under such Notes.  Such indenture trustee may elect not to afford the requesting Noteholders access to the list of Noteholders if it agrees to mail the desired communication or proxy, on behalf of and at the expense of the requesting Noteholders, to all Noteholders of such series.

The Depositor will be the initial Certificateholder for any series.

The Trust Agreement and Indenture will not provide for the holding of annual or other meetings of Securityholders.

Reports to Securityholders

With respect to each series of Securities that includes Notes, on or prior to each Payment Date, the Servicer will prepare and provide to the related indenture trustee a statement to be delivered to the related Noteholders on such Payment Date.  With respect to each series of Securities that includes Certificates, on or prior to each Payment Date, the Servicer will prepare and provide to the related owner trustee a statement to be delivered to the related Certificateholders.  With respect to each series of Securities, each such statement to be delivered to Securityholders will include (to the extent applicable) the following information (and any other information so specified in the related Prospectus Supplement) as to the Notes of such series and as to the Certificates of such series with respect to such Payment Date or the period since the previous Payment Date, as applicable:

(i)

<R>the amount of the payment allocable to the principal amount of each class of such Notes and to the Certificate Balance of each class of such Certificates; </R>

(ii)

<R>the amount of the payment allocable to interest on or with respect to each class of Securities of such series;  </R>

(iii)

<R>the number of and aggregate Principal Balance of the Receivables as of the close of business on the first day and the last day of the related Collection Period, each (x) prior to giving effect to all payments reported under clause (i) above on such date and (y) after giving effect to all payments reported under clause (i) above on such date;  </R>

(iv)

the aggregate outstanding principal balance and the Note Pool Factor for each class of such Notes, and the Certificate Balance and the Certificate Pool Factor for each class of such Certificates, each (x) prior to giving effect to all payments reported under clause (i) above on such date and (y) after giving effect to all payments reported under clause (i) above on such date;

(v)

<R>the amount of the Total Servicing Fee paid to the Servicer, the amount of any unpaid Total Servicing Fee, if any, and the change in that amount from that of the prior Payment Date and the amount of any additional servicing compensation paid to the Servicer, each with respect to the related Collection Period;  </R>

(vi)

<R>the Interest Rate for the Interest Period relating to the succeeding Payment Date for any class of Notes of such series with variable or adjustable rates;  </R>

(vii)

the Noteholders’ Interest Carryover Shortfall, the Noteholders’ Principal Carryover Shortfall, the Certificateholders’ Interest Carryover Shortfall and the Certificateholders’ Principal Carryover Shortfall (each as defined in the related Prospectus Supplement), if any, in each case as applicable to each class of Securities, and the change in such amounts from the preceding statement;

(viii)

the aggregate amount of monthly payments (or portions of such monthly payments) determined by the Servicer to be due in one or more future Collections Periods (“Payments Ahead”) on deposit in the related Payahead Account or held by the Servicer with respect to the related Receivables and the change in such amount from the immediately preceding Payment Date;

(ix)

<R>the amount, terms and purpose of Advances made in respect of the related Receivables and the related Collection Period and the amount of unreimbursed Advances on such Payment Date;  </R>

(x)

<R>for each payment date during any Revolving Period and for the first payment date that immediately follows the last day of any Revolving Period, the amount of principal collections used to purchase additional Receivables during the preceding Collection Period; </R>

(xi)

<R>any addition or removal of Receivables in connection with a pre-funding period (and, in the case of additions, any material changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures, as applicable, used to originate, acquire or select the new Receivables); </R>

(xii)

<R>the balance of any related Reserve Fund, Pre-Funding Account, Yield Maintenance Account, swap or other interest rate protection agreements or other credit or liquidity enhancement (including a Revolving Liquidity Note, surety bond or cash collateral account), on such date, (i) before giving effect to changes thereto on that date and the amount of those changes and (ii) after giving effect to changes thereto on that date and the amount of those changes; </R>

(xiii)

<R>the amount of the currency and interest rate swap payments, if any, and the currency and interest rate swap termination payments, if any, due to the currency or interest rate swap counterparty under any currency or interest rate swap agreement; </R>

(xiv)

<R>the Available Collections (as that term is defined in the prospectus supplement);</R>

(xv)

<R>payments to and from third party credit or cash flow enhancement providers, if any;</R>

(xvi)

<R>the applicable record date, determination date for calculating payments, accrual period and Distribution Date for each class of Securities of that series; </R>

(xvii)

<R>the pool characteristics as of the last day of the related Collection Period, including, but not limited to, the weighted average interest rate and weighted average remaining term to maturity;</R>

(xviii)

<R>delinquency and loss information on the Receivables for the related Collection Period;</R>

(xix)

any material change in practices with respect to charge-offs, collection and management of delinquent Receivables, and the effect of any grace period, re-aging, re-structure, partial payments or other practices on delinquency and loss experience;

(xx)

<R>any material modifications, extensions or waivers to Receivables terms, fees, penalties or payments during the Collection Period;  </R>

(xxi)

<R>any material breaches of representations, warranties or covenants contained in the Receivables or the Transfer and Servicing Agreements; </R>

(xxii)

<R>any new issuance of notes or other securities backed by the Receivables; </R>

(xxiii)

<R>any material change in the underwriting, origination or acquisition of Receivables; and </R>

(xxiv)

such other information as may be specified in the related prospectus supplement.

Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of each Trust, the applicable trustee will mail to each person who at any time during such calendar year has been a Securityholder with respect to such Trust and received any payment thereon a statement containing certain information for the purposes of such Securityholder’s preparation of federal income tax returns.  See “Certain Federal Income Tax Consequences”.

DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS

The following summary describes certain terms of each of the Transfer and Servicing Agreements.  Forms of the Transfer and Servicing Agreements have been filed as exhibits to the Registration Statement of which this Prospectus forms a part.  The provisions of any of the Transfer and Servicing Agreements may differ in non-material respects from those described in this Prospectus and, if so, will be described in the related Prospectus Supplement.  This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Transfer and Servicing Agreements.  If a Trust includes a Revolving Period, the related Prospectus Supplement and Transfer and Servicing Agreements will describe the allocations and application to be made in respect of principal during and after such Revolving Period.

Sale and Assignment of Receivables

On or prior to the Closing Date specified with respect to any given Trust in the related Prospectus Supplement (the “Closing Date”), TMCC will sell and assign to the Depositor, without recourse, pursuant to a Receivables Purchase Agreement (the “Receivables Purchase Agreement”), its entire interest in the Receivables comprising the related Receivables Pool, including the security interests in the Financed Vehicles.  On the Closing Date, the Depositor will transfer and assign to the applicable Trust, without recourse, pursuant to a Sale and Servicing Agreement, its entire interest in the Receivables comprising the related Receivables Pool, including its security interests in the related Financed Vehicles.  Each such Receivable will be identified in a schedule appearing as an exhibit to such Sale and Servicing Agreement (a “Schedule of Receivables”).  The applicab le Trust will pledge its assets, including the Receivables, to the applicable indenture trustee, for the benefit of the Noteholders.  The applicable indenture trustee will, concurrently with such transfer and assignment, on behalf of the Trust, execute and deliver the related Notes and/or Certificates.  Unless otherwise provided in the related Prospectus Supplement, the net proceeds received from the sale of the Notes of a given series will be applied to the purchase of the related Receivables from TMCC and, to the extent specified in the related Prospectus Supplement, to make any required initial deposit into the Reserve Fund, Pre-Funding Account or Yield Maintenance Account.  If a Trust includes a Revolving Period, provision for acquisition of additional Receivables by the Trust will be made in the applicable Receivables Purchase Agreement and Sale and Servicing Agreement.

TMCC, pursuant to a Receivables Purchase Agreement, and the Depositor, pursuant to each Sale and Servicing Agreement, will represent and warrant, with respect to whether, among other things: (i) the information provided in the related Schedule of Receivables is true and correct in all material respects as of the opening of business on the Cutoff Date, and no selection procedures adverse to the Securityholders shall have been utilized in selecting the Receivables; (ii) the terms of each Receivable require the related Obligor to maintain physical damage insurance covering the Financed Vehicle in accordance with the TMCC’s normal requirements; (iii) as of the applicable Closing Date, to the best of its knowledge, the related Receivables are free and clear of all security interests, liens, charges and encumbrances (other than tax liens, mechanics’ liens and any liens that attach to a Receivable or an y property, as the context may require, by operation of law) that are prior to, or of the same priority with, the security interests in the Financed Vehicles granted by the related Receivables, and no offsets, defenses or counterclaims have been asserted or threatened; (iv) as of the Closing Date, each of such Receivables is secured by a first perfected security interest in favor of the Sponsor in the Financed Vehicle or all necessary and appropriate actions have been taken to perfect a first priority security interest; (v) each related Receivable, at the time it was originated, complied and, as of the Closing Date, complies in all material respects with applicable federal and state laws, including, without limitation, consumer credit, truth in lending, equal credit opportunity and disclosure laws; and (vi) any other representations and warranties that may be set forth in the related Prospectus Supplement are true and correct in all material respects.

Unless otherwise provided in the related Prospectus Supplement, as of the last day of the second (or, if the Depositor so elects, the first) month following the discovery by or notice to the Depositor of a breach of any representation or warranty of the Depositor that materially and adversely affects the interests of the related Trust in any Receivable, the Depositor, unless the breach is cured in all material respects, will repurchase such Receivable (a “Warranty Receivable”) from such Trust and, pursuant to the Receivables Purchase Agreement, TMCC will purchase such Warranty Receivable from the Depositor, at a price equal to the Warranty Purchase Payment for such Receivable.  The “Warranty Purchase Payment” (1) for an Actuarial Receivable, will be equal to (a) the sum of (i) all remaining Scheduled Payments (and any applicable amounts in the Yield Maintenance Account, if any), (i i) all past due Scheduled Payments for which an Advance has not been made, (iii) all outstanding Advances made by the Servicer in respect of such Actuarial Receivable and (iv) an amount equal to any reimbursements of outstanding Advances made by the Servicer with respect to such Actuarial Receivable from collections made on or in respect of other Receivables, minus (b) the sum of (i) the rebate, if any, paid to the Obligor on an Actuarial Receivable on or before the date of such purchase and (ii) any other proceeds previously received (e.g., insurance or other proceeds in respect of the liquidation of such Actuarial Receivable) to the extent applied to reduce the Principal Balance of such Actuarial Receivable and (2) for a Simple Interest Receivable, will be equal to its unpaid principal balance, plus interest thereon at a rate equal to the sum of the Interest Rate or Pass Through Rate specified in the related Sale and Servicing Agreement and the Servicing Fee Rate to the last day of the Collection Period re lating to such repurchase.  This repurchase obligation will constitute the sole remedy available to the Securityholders, the indenture trustee or the Trust for any such uncured breach by the Depositor.  The obligation of the Depositor to repurchase a Receivable will not be conditioned on performance by TMCC of its obligation to purchase such Receivable from the Depositor pursuant to the Receivables Purchase Agreement.

<R>Pursuant to each Sale and Servicing Agreement, to ensure uniform quality in servicing both the Receivables and the Servicer’s own portfolio of automobile and/or light duty truck installment sales contracts, as well as to reduce administrative costs, the Depositor and each Trust will designate the Servicer as custodian to maintain possession (directly, or through an agent), on behalf of such Trust, of the related installment sale contracts and any other documents relating to the Receivables.  The Receivables will not be physically segregated from other automobile and/or light duty truck installment sales contracts of the Servicer, or those which the Servicer services for others, to reflect the transfer to the related Trust.  However, UCC financing statements reflecting the sale and assignment of the Receivables by TMCC to the Depositor and by the Depositor to the applicable Trust and the pledge of the R eceivables by the applicable Trust to the applicable indenture trustee will be filed, and the respective accounting records and computer files of TMCC and the Depositor will reflect such sale and assignment.  The Depositor, or the Servicer on behalf of the Depositor, will be responsible for maintaining such perfected security interest through the filing of continuation statements or amended financing statements, as applicable.  Because the Receivables will remain in the possession of the Servicer or its agent and will not be stamped or otherwise marked to reflect the assignment to the indenture trustee, if a subsequent purchaser were able to take physical possession of the Receivables without knowledge of the assignment, the indenture trustee’s interest in the Receivables could be defeated.  See “Risk Factors—The trust’s security interests in financed vehicles may be unenforceable or defeated” and “Certain Legal Aspects of the Receivables—Security I nterests”.  In addition, under certain circumstances the indenture trustee’s security interest in collections that have been received by the Servicer but not yet remitted to the related Collection Account could be defeated.  </R>

Accounts

With respect to each Trust that issues Notes, the Servicer will establish and maintain with the related indenture trustee one or more accounts (each, a “Collection Account”), in the name of the indenture trustee on behalf of the related Securityholders, into which payments made on or with respect to the related Receivables, and all amounts released from any Yield Maintenance Account, Reserve Fund, Pre-funding Account or other form of credit enhancement will be deposited for payment to the related Securityholders.  

If so provided in the related Prospectus Supplement, the Servicer will establish for each series of Securities an additional account (the “Payahead Account”), in the name of the related indenture trustee, into which, to the extent required by the Sale and Servicing Agreement, early payments by or on behalf of Obligors on Actuarial Receivables will be deposited until such time as the related payment becomes due.  Until such time as payments ahead are transferred from the Payahead Account to a Collection Account, they will not constitute collected interest or collected principal and will not be available for payment to the applicable Noteholders or Certificateholders.  The Payahead Account will initially be maintained with the applicable indenture trustee.

Any other accounts to be established with respect to a Trust, including any Yield Maintenance Account or any Reserve Fund will be described in the related Prospectus Supplement.

For any series of Securities, funds in the related Collection Account not allocated for the purchase of additional Receivables during any Revolving Period, any Yield Maintenance Account, the Reserve Fund and such other accounts as may be identified in the related Prospectus Supplement (collectively, the “Trust Accounts”) will be invested, at the direction of the Servicer, as provided in the related Sale and Servicing Agreement in Eligible Investments.  

“Eligible Investments” will be specified in the related Transfer and Servicing Agreements and are generally limited to investments acceptable to the Rating Agencies rating such Notes as being consistent with the rating of such Notes.  Except as described below or in the related Prospectus Supplement, Eligible Investments are limited to obligations or securities that mature on or before the next Payment Date for such series.  However, to the extent permitted by the Rating Agencies, funds in any Trust Account may be invested in securities that will not mature prior to the date of the next payment with respect to such Certificates or Notes and will not be sold to meet any shortfalls.  Thus, the amount of cash in any Reserve Fund at any time may be less than the balance of the Reserve Fund.  If the amount required to be withdrawn from any Reserve Fund or drawn down on a Revolving Liquidity Note (at which time the Reserve Fund may be unfunded) to cover shortfalls in collections on the related Receivables (as provided in the related Prospectus Supplement) exceeds the amount of cash in the Reserve Fund, a temporary shortfall in the amounts paid to the related Noteholders or Certificateholders could result, which could, in turn, increase the average life of the Notes or the Certificates of such series.  Except as otherwise specified in the related Prospectus Supplement, investment earnings on funds deposited in the Trust Accounts, net of losses and investment expenses (collectively, “Investment Earnings”), shall be released to the Servicer on each Payment Date and shall be the property of the Servicer.

The Trust Accounts will be maintained as Eligible Deposit Accounts.  “Eligible Deposit Account” means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution have a credit rating from each Rating Agency in one of its generic rating categories which signifies investment grade.  “Eligible Institution” means, with respect to a Trust, (a) the corporate trust department of the related indenture trustee or the related owner trustee (if it is the Paying Agent under the Trus t Agreement), as applicable, or (b) a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) which has either (A) a long term unsecured debt rating acceptable to the Rating Agencies or (B) a short term unsecured debt rating or certificate of deposit rating acceptable to the Rating Agencies and (ii) whose deposits are insured by the FDIC.

Servicing Procedures

The Servicer, for the benefit of each Trust, shall manage, service, administer and make collections on the Receivables (other than Administrative Receivables and Warranty Receivables) with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to all comparable motor vehicle retail installment sales contracts that it services for itself or others.  The Servicer’s duties shall include collection and posting of all payments, responding to inquiries of Obligors or by federal, state or local government authorities with respect to the Receivables, investigating delinquencies, sending payment coupons to Obligors, reporting tax information to Obligors in accordance with its customary practices, policing the collateral, accounting for collections and furnishing monthly and annual statements to the indenture trustee and owner trustee with respect to distribution s, generating federal income tax information, making Advances and performing the other duties specified in the related Sale and Servicing Agreement.  The Servicer shall follow its customary standards, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable.  Without limiting the generality of the foregoing, the Servicer shall be authorized and empowered to execute and deliver, on behalf of itself, each Trust, the owner trustee, the indenture trustee, the related securityholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Receivables and the Financed Vehicles.  The Servicer is authorized to commence, in its own name or in the name of the related Trust, a legal proceeding to enforce a defaulted Receivable or to commence or participate in a legal proceeding (including without limitation a bankruptcy proceeding) relating to or involving a Receivable, including a defaulted Receivable.  If the Servicer commences or participates in such a legal proceeding in its own name, the related Trust will be deemed to have automatically assigned, solely for the purpose of collection on behalf of the party retaining an interest in such Receivable, such Receivable and the other related property of the Trust with respect to such Receivable to the Servicer for purposes of commencing or participating in any such proceeding as a party or claimant.  The Servicer is also authorized and empowered under each Sale and Servicing Agreement to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding.  If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the grounds that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the owner trustee on behalf of the related Trust shall, at the Servicer’s expense and written direction, take steps to enforce such Receivable, including bringing suit in its name or the name of the Trust, the indenture trustee, the related Noteholders or the related Certificateholders.  The owner trustee on behalf of the related Trust is required to furnish the Servicer with any powers of attorney and other documents and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under the Sale and Servicing Agreement.  

<R>The Servicer will make reasonable efforts to collect all payments due with respect to the Receivables held by any Trust and will, consistent with the related Sale and Servicing Agreement, follow the collection procedures it follows with respect to comparable motor vehicle retail installment sale contracts it services for itself and others.  </R>

Consistent with its normal procedures, the Servicer will be authorized to grant certain rebates, adjustments or extensions with respect to the Receivables without the prior written consent of the owner trustee or the indenture trustee.  However, if any such modification alters the APR or the Amount Financed or the total number of Scheduled Payments of a Receivable or extends the maturity of a Receivable beyond the final scheduled maturity date set forth in the related Prospectus Supplement (the “Final Maturity Scheduled Date”), the Servicer will be obligated either to purchase such Receivable as described in the next paragraph or make Advances on each subsequent Payment Date in amounts equal to the amount of any reduction to the related Scheduled Payments to be paid by the related Obligors during the subsequent Collection Periods.

In the related Sale and Servicing Agreement, the Servicer will covenant that except as otherwise contemplated in such Sale and Servicing Agreement, (i) it will not release any Financed Vehicle from the security interest granted in the related Receivable, (ii) it will do nothing to impair the rights of the Securityholders in the Receivables and (iii) it will not amend any Receivable such that the total number of Scheduled Payments, the Amount Financed or the APR is altered or the maturity of a Receivable is extended beyond the Final Scheduled Maturity Date unless it is making Advances corresponding to reductions to Scheduled Payments as described in the preceding paragraph above.  As of the last day of the second (or, if the Servicer so elects, the first) Collection Period following the Collection Period in which the Depositor, the Servicer, the indenture trustee or the owner trustee discovers or recei ves notice of a breach of any such covenant that materially and adversely affects the interests of the Securityholders in a Receivable, the Servicer, unless the breach is cured in all material respects, will purchase the Receivable (an “Administrative Receivable”) from the trustee at a price equal to the Administrative Purchase Payment for such Receivable.  The “Administrative Purchase Payment” (1) for an Actuarial Receivable, will be equal to (a) the sum of (i) all remaining Scheduled Payments (plus any amounts on deposit in the applicable Yield Maintenance Account), (ii) an amount equal to any reimbursements of outstanding Advances made by the Servicer with respect to such Actuarial Receivable from collections on or in respect of other Receivables and (iii) all past due Scheduled Payments for which an Advance has not been made, minus (b) all Payments Ahead with respect to such Receivable then on deposit in the Payahead Account and the Rebate, if any, paid to the Obligor on an Actua rial Receivable on or before the date of such purchase and (2) for a Simple Interest Receivable, will be equal to its unpaid Principal Balance, plus interest thereon at a rate equal to the sum of the Interest Rate or Pass Through Rate specified in the related Sale and Servicing Agreement and the Servicing Fee Rate to the last day of the Collection Period relating to such purchase.  Upon the purchase of any Administrative Receivable, the Servicer will for all purposes of the Sale and Servicing Agreement be deemed to have released all claims for the reimbursement of outstanding Advances made in respect of such Receivable.  This purchase obligation will constitute the sole remedy available to the Certificateholders, the Trust, the indenture trustee or the owner trustee for any such uncured breach by the Servicer.

If the Servicer determines that eventual payment in full of a Receivable is unlikely, the Servicer will follow its normal practices and procedures to recover all amounts due upon such Receivable, including the repossession and disposition of the related Financed Vehicle at a public or private sale, or the taking of any other action permitted by applicable law.  See “Certain Legal Aspects of the Receivables”.

Insurance on Financed Vehicles

Each Receivable requires the related Obligor to maintain physical damage insurance covering loss or damage to the Financed Vehicle in an amount not less than the actual cash value thereof pursuant to which TMCC is named as a loss payee.  Since the Obligors may select their own insurers to provide the requisite coverage, the specific terms and conditions of their policies may vary.  The terms of each Receivable allow, but do not require, TMCC to (and TMCC, in accordance with its current normal servicing procedures, does not) obtain any such coverage on behalf of the Obligor.  TMCC currently does not monitor ongoing insurance compliance in connection with its customary servicing procedures.  In the event that the failure of an Obligor to maintain any such required insurance results in a shortfall in amounts to be paid to Securityholders, to the extent such shortfall is not covered by amou nts on deposit in the Reserve Fund or other methods of credit enhancement, the Securityholders could suffer a loss on their investment.

Collections

With respect to each Trust, the Servicer will deposit all payments on the related Receivables (from whatever source) and all proceeds of such Receivables collected during each collection period specified in the related Prospectus Supplement (each, a “Collection Period”) into the related Collection Account.

The Servicer may retain all payments on or in respect of the Receivables received from Obligors and all proceeds of Receivables collected during each Collection Period without segregation in its own accounts until deposited in the Collection Account on the Business Day immediately preceding the related Payment Date unless and until (i) TMCC ceases to be the Servicer, (ii) an Event of Default exists and is continuing or (iii) the short term unsecured debt of TMCC ceases to be rated at least P-1 by Moody’s and A-1 by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and alternative arrangements acceptable to the Rating Agencies are not made.  Thereafter, the Servicer will deposit all such payments and proceeds into the Collection Account not later than two Business Days after receipt.  However, pending deposit into the Collection Account, collections m ay be invested by the Servicer at its own risk and for its own benefit and will not be segregated from its own funds, and the Servicer, at its own risk and for its own benefit, may instruct the indenture trustee to invest amounts held in the Collection Account or the Payahead Account from the time deposited until the related Payment Date in Eligible Investments.  The Depositor or the Servicer, as the case may be, will remit the aggregate Warranty Purchase Payments and Administrative Purchase Payments of any Receivables to be purchased from the Trust into the Collection Account on or before the Business Day immediately preceding the related Payment Date.  If the Servicer were unable to remit such funds, Securityholders might incur a loss.

To the extent set forth in the related Prospectus Supplement, the Servicer may, in order to satisfy the requirements described above, obtain a letter of credit or other security for the benefit of the related Trust to secure timely remittances of collections on the related Receivables and payment of the aggregate Warranty Purchase Payments and Administrative Purchase Payments with respect to Receivables required to be repurchased by the Depositor or the Servicer, as applicable.  

Collections on or in respect of a Receivable made during a Collection Period (including Warranty Purchase Payments and Administrative Purchase Payments) which are not late fees, extension fees or certain other similar fees or charges will be applied first to any outstanding Advances made by the Servicer with respect to such Receivable, and then to the related Scheduled Payment.  Any collections on or in respect of a Receivable remaining after such applications will be considered an “Excess Payment”.  Excess Payments constituting a prepayment in full of Actuarial Receivables and any Excess Payments relating to Simple Interest Receivables will be applied as a prepayment in respect of such Receivable (each, a “Prepayment”).  All other Excess Payments in respect of Actuarial Receivables will be held by the Servicer (or if the Servicer has not satisfied the conditions in claus es (i) through (iii) in the second preceding paragraph, deposited in the Payahead Account), as a Payment Ahead.  

Advances

<R>Unless otherwise provided in the related Prospectus Supplement, if the Scheduled Payment due on an Actuarial Receivable (other than an Administrative Receivable or a Warranty Receivable) is not received in full by the end of the month in which it is due, whether as the result of any extension granted to the Obligor or otherwise, the amount of Payments Ahead, if any, not previously applied with respect to such Actuarial Receivable, shall be applied by the Servicer to the extent of the shortfall and the Payments Ahead shall be reduced accordingly.  If any shortfall remains, the Servicer will make an advance to the Trust in an amount equal to the amount of such shortfall (each, an “Actuarial Advance”).  The Servicer will not be obligated to make an Actuarial Advance to the extent that it determines, in its sole discretion, that such Actuarial Advance will not be recovered from subsequent collections on or in respect of the related Actuarial Receivable.  All Actuarial Advances shall be reimbursable to the Servicer, without interest, if and when a payment relating to a Receivable with respect to which an Actuarial Advance has previously been made is subsequently received (other than from Administrative Purchase Payments).  Upon the determination by the Servicer that reimbursement from the preceding source is unlikely, it will be entitled to recover unreimbursed Actuarial Advances from collections on or in respect of other Receivables.  </R>

<R>In addition, if the Scheduled Payment on a Simple Interest Receivable (other than an Administrative Receivable or a Warranty Receivable) is not received in full by the end of the month in which it is due, the Servicer shall, subject to the limitations set forth below, advance to the Trust an amount with respect to such Simple Interest Receivable equal to the product of the Principal Balance of such Simple Interest Receivable as of the first day of the related Collection Period and one twelfth of its APR minus the amount of interest actually received on such Simple Interest Receivable during the related Collection Period (each, a “Simple Interest Advance”, and together with the Actuarial Advances, the “Advances”).  If such a calculation results in a negative number, an amount equal to such negative amount shall be paid to the Servicer in reimbursement of outstanding Simple Interest Advances. & nbsp;In addition, in the event that a Simple Interest Receivable becomes a Liquidated Receivable, the amount of accrued and unpaid interest thereon (but not including interest for the current Collection Period) shall, up to the amount of all outstanding Simple Interest Advances in respect of such Simple Interest Receivable, be withdrawn from the related Collection Account and paid to the Servicer in reimbursement of such outstanding Simple Interest Advances.  No advances of principal will be made with respect to Simple Interest Receivables.  The Servicer will not be obligated to make a Simple Interest Advance (other than in respect of an interest shortfall arising from the prepayment of a Simple Interest Receivable) to the extent that it determines, in its sole discretion, that such Simple Interest Advance will not be recovered from subsequent collections on or in respect of the related Simple Interest Receivable.  All Simple Interest Advances shall be reimbursable to the Servicer, without int erest, when a payment relating to a Receivable with respect to which a Simple Interest Advance has previously been made is subsequently received (other than from Administrative Purchase Payments).  Upon the determination by the Servicer that reimbursement from the preceding source is unlikely, it will be entitled to recover unreimbursed Simple Interest Advances from collections on or in respect of other Receivables. </R>

The Servicer will also be required to make Advances with respect to each Receivable that it does not purchase as described above under “—Servicing Procedures” as to which it has made any modification that reduces the amount of Scheduled Payments to be paid by the related Obligor during subsequent Collection Periods.

<R>The Servicer will make all Advances by depositing into the related Collection Account an amount equal to the aggregate of the Actuarial Advances and Simple Interest Advances due in respect of a Collection Period on the Business Day immediately preceding the related Payment Date.  The related prospectus supplement will set forth the provisions to be contained in the related Sale and Servicing Agreement with regard to the applicable dates when Advances must be deposited into the related Collection Account.  </R>

Servicing Compensation and Payment of Expenses

Unless otherwise specified in the Prospectus Supplement with respect to any Trust, the Servicer will be entitled to receive the servicing fees for each Collection Period, as compensation for services rendered, in an amount equal to a percentage, specified in the Prospectus Supplement (the “Servicing Fee Rate”), of the Pool Balance as of the first day of the related Collection Period (the “Basic Servicing Fee”).  The Total Servicing Fee (together with any portion of all servicing fees that remains unpaid from prior Payment Dates) will be paid as provided in the related Prospectus Supplement.

Unless otherwise provided in the related Prospectus Supplement with respect to a given Trust, the Servicer will also be entitled to collect and retain any late fees, prepayment charges, extension fees and other administrative fees or similar charges allowed by applicable law with respect to the related Receivables as additional servicing compensation (the “Supplemental Servicing Fee,” and together with the Basic Servicing Fee, the “Total Servicing Fee”) and will be entitled to reimbursement from the Trust for certain liabilities.  The Servicer may also be entitled to receive any interest earned during a Collection Period from the investment of monies in the Trust Accounts.  Payments by or on behalf of Obligors will be allocated to scheduled payments and late fees and other charges in accordance with the Servicer’s normal practices and procedures.

The Total Servicing Fee will compensate the Servicer for performing the functions of a third party servicer of Receivables as an agent for their beneficial owner, including collecting and posting all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, providing payment information, paying costs of collections and policing the collateral.  The Servicing Fee also will compensate the Servicer for administering the particular Receivables Pool, including making Advances, accounting for collections and furnishing monthly and annual statements to the related owner trustee and indenture trustee with respect to payments and generating federal income tax information for such Trust and for the related Noteholders and Certificateholders.  The Total Servicing Fee also will reimburse the Servicer for certain taxes, the fees of the related owner trustee and indenture t rustee, if any, accounting fees, outside auditor fees, data processing costs and other costs incurred in connection with administering the applicable Receivables Pool.

The “Pool Balance” will equal the aggregate Principal Balance of the Receivables.  The “Principal Balance” of a Receivable as of any date will equal the Amount Financed (as defined in the related Transfer and Servicing Agreement) minus the sum of (i) in the case of an Actuarial Receivable, that portion of all Scheduled Payments due on or prior to such date allocable to principal, computed in accordance with the actuarial method, (ii) in the case of a Simple Interest Receivable, that portion of all Scheduled Payments actually received on or prior to such date allocable to principal, (iii) any Warranty Purchase Payment or Administrative Purchase Payment with respect to such Receivable allocable to principal (to the extent not included in clauses (i) and (ii) above) and (iv) any Prepayments or other payments applied to reduce the unpaid principal balance of such Receivable (to the ext ent not included in clauses (i), (ii) and (iii) above).

If so specified in the related Prospectus Supplement, the initial aggregate Principal Balance of the Receivables to be sold to the Trust on the Closing Date will be discounted to reflect the present value of all scheduled payments due on the Receivables that have not been applied on or prior to the Cutoff Date.

Payments

With respect to each series of Securities, beginning on the Payment Date specified in the related Prospectus Supplement, payments of principal and interest (or, where applicable, of principal or interest only) on each class of such Securities entitled thereto will be made by the applicable indenture trustee to the Noteholders and by the applicable owner trustee to the Certificateholders of such series.  The timing, calculation, allocation, order, source, priorities of and requirements for all payments to each class of Noteholders and all payments to each class of Certificateholders of such series will be set forth in the related Prospectus Supplement.  

With respect to each Trust, on each Payment Date collections on the related Receivables will be withdrawn from the related Collection Account, based upon information provided by the Servicer, and will be paid to the Noteholders and/or Certificateholders to the extent provided in the related Prospectus Supplement.  Credit enhancement, such as a Reserve Fund, will be available to cover any shortfalls in the amount available for payment to the Securityholders on such date to the extent specified in the related Prospectus Supplement.  As more fully described in the related Prospectus Supplement, and unless otherwise specified in such Prospectus Supplement, (i) payments in respect of principal of a class of Notes of a given series will be subordinate to payments in respect of interest on such class; (ii) payments in respect of the Certificates of such series may be subordinate to payments in respect o f Notes, if any, of such series; and (iii) payments in respect of one or more classes of Notes of such series may be subordinated to payments in respect of other classes of Notes of such series.  

Credit and Cash Flow Enhancement

<R>The amounts and types of credit and cash flow enhancement arrangements and the provider thereof, if applicable, with respect to each class of Securities of a given series, if any, will be set forth in the related Prospectus Supplement.  If and to the extent provided in the related Prospectus Supplement, credit and cash flow enhancement may be in the form of subordination of one or more classes of Securities, Reserve Funds, Yield Maintenance Accounts, over collateralization, letters of credit, credit or liquidity facilities (including the issuance by a Trust of a Revolving Liquidity Note), surety bonds, cash collateral accounts, guaranteed investment contracts, swaps or other interest rate swap agreements, repurchase obligations, yield maintenance agreements or cash deposits, as may be described in the related Prospectus Supplement or any combination of two or more of the foregoing.  If specified in the rela ted Prospectus Supplement, credit or cash flow enhancement for a class of Securities may cover one or more other classes of Securities of the same series, and credit or cash flow enhancement for a series of Securities may cover one or more other series of Securities.</R>

The presence of a Reserve Fund and other forms of credit enhancement for the benefit of any class or series of Securities is intended to enhance the likelihood of receipt by the Securityholders of such class or series of the full amount of principal and interest due thereon and to decrease the likelihood that such Securityholders will experience losses.  Unless otherwise specified in the related Prospectus Supplement, the credit enhancement for a class or series of Securities will not provide protection against all risks of loss and will not guarantee repayment of the entire principal balance and interest thereon.  If losses occur that exceed the amount covered by any credit enhancement or that are not covered by any credit enhancement, Securityholders of any class or series will bear their allocable share of deficiencies, as described in the related Prospectus Supplement.  In addition, if a form of credit enhancement covers more than one class or series of Securities, Securityholders of any such class or series will be subject to the risk that such credit enhancement will be exhausted by the claims of Securityholders of other classes or series.

Reserve Fund.  If so provided in the related Prospectus Supplement, pursuant to the related Sale and Servicing Agreement, the Depositor or a third party will establish and own for a series or class of Securities an account, as specified in the related Prospectus Supplement (the “Reserve Fund”), which will be maintained with the related indenture trustee.  Unless otherwise provided in the related Prospectus Supplement, the Reserve Fund will be funded by an initial deposit by the Depositor or a third party on the Closing Date in the amount set forth in the related Prospectus Supplement (the “Reserve Fund Initial Deposit”).  To the extent provided in the related Prospectus Supplement, the amount on deposit in the Reserve Fund will be increased on each Payment Date thereafter up to the Specified Reserve Fund Balance (as defined in the related Prospectus Supplement) by the deposit to the Reserve Fund of the amount of collections on the related Receivables remaining on each such Payment Date after the payment of all other required payments on such date.  The related Prospectus Supplement will describe the circumstances and manner under which payments may be made out of the Reserve Fund, either to holders of the Securities covered thereby or to the Depositor or a third party.  

Revolving Liquidity Note.  If so provided in the related Prospectus Supplement, pursuant to the related Sale and Servicing Agreement, and a Revolving Liquidity Note Agreement (the “Revolving Liquidity Note Agreement”), the Trust will issue a Revolving Liquidity Note (the “Revolving Liquidity Note”) to TMCC, or a creditworthy third party.  The related Prospectus Supplement will describe the circumstances and manner under which amounts may be drawn down under the Revolving Liquidity Note to make payments either to holders of the Securities covered thereby or to the Depositor or a third party.

Yield Maintenance Account.  A “Yield Maintenance Account” may be established with respect to any class or series of Securities.  The terms relating to any such account will be set forth in the related Prospectus Supplement.  Each Yield Maintenance Account will be designed to hold funds to be applied by the related indenture trustee, to provide payments to Securityholders in respect of Receivables that have APRs less than the sum of the Pass Through Rate or Interest Rate specified in the related Prospectus Supplement plus the Servicing Fee Rate specified in the related Prospectus Supplement (the “Required Rate”).  Unless otherwise specified in the related Prospectus Supplement, each Yield Maintenance Account will be maintained with the same entity with which the related Collection Account is maintained and will be created with an initial deposit in an amount an d by the Depositor or other person specified in the related Prospectus Supplement.

On each Payment Date, the related indenture trustee will transfer to the Collection Account from monies on deposit in the Yield Maintenance Account an amount specified in the related Prospectus Supplement (the “Yield Maintenance Deposit” ) in respect of the Receivables having APRs less than the Required Rate for such Payment Date.  Unless otherwise specified in the related Prospectus Supplement, amounts on deposit on any Payment Date in the Yield Maintenance Account in excess of the “Required Yield Maintenance Amount” specified in the related Prospectus Supplement, after giving effect to all payments to be made on such Payment Date, will be released to the Depositor.  Monies on deposit in the Yield Maintenance Account may be invested in Eligible Investments under the circumstances and in the manner described in the related Trust Agreement.  Any monies remaining on deposit in the Yield Maintenance Account upon the termination of the Trust also will be released to the Depositor.  

Yield Maintenance Agreement.  If a Yield Maintenance Account is established with respect to any class or series of Securities that allows or requires any party to make deposits into such Yield Maintenance Account after the Closing Date, TMCC, the Depositor, any third party responsible for such deposits and the related owner trustee or indenture trustee, as the case may be, will enter into a “Yield Maintenance Agreement” pursuant to which, on each Payment Date, such party will deposit into the Yield Maintenance Account the difference between the amount held on deposit in the Yield Maintenance Account as of such Payment Date and the Required Yield Maintenance Amount, in each case determined after giving effect to all required withdrawals from the Yield Maintenance Account on such Payment Date.

Surety Bond.  The Prospectus Supplement may provide that the Trust enter into agreements (i.e. obtain a “Surety Bond” agreement) with an insurer pursuant to which the insurer guarantees payments of principal and/or interest on the Securities. If on any date specified in the prospectus supplement the amount on deposit in the Collection Account, after giving effect to all amounts deposited to or payable from a Payahead Account, any pre-funding account or yield maintenance account or a capitalized interest agreement with respect to the related Payment Date, is less than the sum of the Servicing Fee, and amounts due to Securityholders on the related Payment Date, the indenture trustee by delivering a notice to the insurer shall demand payment under any such Surety Bond in an amount equal to the deficiency. The related Prospectus Supplement will describe the circumstances and manner under which payments may be made under any such Surety Bond, either to Securityholders, or the owner trustee or the indenture trustee.

Cash Collateral Account.  The Prospectus Supplement may provide that upon the occurrence of an event of default by the Servicer, a segregated cash collateral account may be established as security for the Servicer's obligations under the Sale and Servicing Agreement.

<R>Subordination of Principal and Interest.  As further described in the related prospectus supplement, payments of principal on certain classes of notes will be subordinated to payments of principal on other classes of more notes.</R>

<R>Repurchase Obligations.  Pursuant to agreements between TMCC and the Dealers, each Dealer is obligated to repurchase from TMCC contracts that do not meet certain representations and warranties made by such Dealer.  Such representations and warranties relate primarily to the origination of the contracts and the perfection of the security interests in the related Financed Vehicles, and do not typically relate to the creditworthiness of the related Obligors or the collectibility of such contracts.  In addition, the depositor will make representations and warranties relating to the Receivables’ compliance with law and the Trust’s ability to enforce the Contracts.  If the Depositor breaches any of these representations or warranties, the Trust’s sole remedy will be to require the Depositor to repurchase the affected Receivables.  Under certain circumstances, the Servicer will be obligated to r epurchase Receivables from a given Trust pursuant to the related Sale and Servicing Agreement as a result of breaches of certain representations and warranties or covenants.  See “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” and “—Servicing Procedures”.  </R>

<R>Sequential Payment of Certain Classes of Notes.  The notes are entitled to receive distributions in accordance with various priorities for payment of principal as described in the applicable prospectus supplement.  Distributions of principal on classes of notes having an earlier priority of payment will be affected by the rates of prepayment of the Receivables early in the life of the asset pool.  The timing of commencement of principal distributions and the weighted average lives of classes of notes with a later priority of payment will be affected by the rates of prepayment of the Receivables both before and after the commencement of principal distributions on those classes of notes.</R>

<R>Over-collateralization.  Over-collateralization is the amount by which the principal amount of the Receivables exceeds the principal amount of all the Trust’s outstanding securities.  In limited circumstances, the trust will have the benefit of over-collateralization to provide limited protection against low-interest receivables.</R>

Net Deposits

As an administrative convenience, unless the Servicer is required to remit collections daily (as described in “—Collections” above), the Servicer will be permitted to make the deposit of collections, aggregate Advances and Administrative Purchase Amounts for any Trust for or with respect to the related Collection Period on a monthly basis and net of payments to be made to the Servicer for such Trust with respect to such Collection Period.  The Servicer may cause to be made a single, net transfer from the Collection Account to the Payahead Account, if any, or vice versa.  The Servicer, however, will account to the owner trustee, any indenture trustee, the Noteholders and the Certificateholders with respect to each Trust as if all deposits, payments and transfers were made individually.  If the related Payment Dates are not the same for all classes of Securities, all dist ributions, deposits or other remittances made on a Payment Date will be treated as having been distributed, deposited or remitted on the same Payment Date for the applicable Collection Period for purposes of determining other amounts required to be distributed, deposited or otherwise remitted on a Payment Date.  

Statements to Trustees and Trust

On a Business Day in each month that precedes each Payment Date (each a “Determination Date” to be specified in the related Prospectus Supplement), the Servicer will provide to the applicable indenture trustee and the applicable owner trustee a statement setting forth with respect to a series of Securities substantially the same information as is required to be provided in the periodic reports provided to Securityholders of such series described under “Certain Information Regarding the Securities—Reports to Securityholders”.

Evidence as to Compliance

<R>Each Sale and Servicing Agreement will provide that a firm of nationally recognized independent accountants will furnish to the related Trust, indenture trustee and owner trustee annually a statement as to compliance in all material respects by the Servicer during the preceding twelve months (or, in the case of the first such certificate, from the applicable Closing Date, which may be a longer or shorter period) with certain standards relating to the servicing of the applicable Receivables.  </R>

<R>Each Sale and Servicing Agreement will also provide for delivery to the related Trust, indenture trustee and owner trustee, substantially simultaneously with the delivery of such accountants’ statement referred to above, of a certificate signed by an officer of the Servicer stating that the Servicer has fulfilled its obligations under the Sale and Servicing Agreement throughout the preceding twelve months (or, in the case of the first such certificate, from the Closing Date) in all material respects or, if there has been a material default in the fulfillment of any such obligation, describing each such default.  The Servicer has agreed to give each indenture trustee and each owner trustee notice of certain Servicer Defaults under the related Sale and Servicing Agreement. </R>

Each Sale and Servicing Agreement will require the Servicer to furnish to the related Trust and the indenture trustee any report or information required to facilitate compliance by the issuing entity with Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as that regulation may be amended from time to time, and subject to such clarification and interpretation as have been provided by the SEC in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518.70 Fed. Reg. 1.506.1.531 (January 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Copies of such statements and certificates may be obtained by Securityholders by a request in writing addressed to the applicable indenture trustee.  

Certain Matters Regarding the Servicer; Servicer Liability

Each Sale and Servicing Agreement will provide that TMCC may not resign from its obligations and duties as Servicer under the Sale and Servicing Agreement, except upon determination that TMCC’s performance of such duties is no longer permissible under applicable law, except as provided in the immediately following paragraph.  No such resignation will become effective until the related indenture trustee or a successor servicer has assumed TMCC’s servicing obligations and duties under such Sale and Servicing Agreement.  

Under the circumstances specified in each Sale and Servicing Agreement, any entity into which the Servicer may be merged or consolidated, or any entity resulting from any merger or consolidation to which the Servicer is a party, or any entity succeeding to all or substantially all of the business of the Servicer will be the successor of the Servicer under such Sale and Servicing Agreement.  

Each Sale and Servicing Agreement will further provide that neither the Servicer nor any of its directors, officers, employees and agents will be under any liability to the related Trust or the related Noteholders or Certificateholders for taking any action or for refraining from taking any action pursuant to such Sale and Servicing Agreement or for errors in judgment; except that neither the Servicer nor any such person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the Servicer’s duties under the Sale and Servicing Agreement or by reason of reckless disregard of its obligations and duties under the Sale and Servicing Agreement.  In addition, each Sale and Servicing Agreement will provide that the Servicer is under no obligation to appear in, prosecute or defend any legal action that is not i ncidental to the Servicer’s servicing responsibilities under such Sale and Servicing Agreement and that, in its opinion, may cause it to incur any expense or liability.  

Upon a termination of the Servicer, the indenture trustee will select and appoint a successor servicer to perform the outgoing Servicer’s duties and undertake its responsibilities and liabilities.  The appointed successor servicer must be an established financial institution with a net worth of at least $100,000,000 and whose regular business includes the servicing of contracts.  The successor servicer will hold all the rights of the outgoing Servicer under the Transfer and Servicing Agreements and will receive compensation mutually agreed upon between the successor servicer and the indenture trustee.  The indenture trustee will not be liable for any difference in compensation between the outgoing Servicer and the successor servicer.  No successor servicer appointed in accordance with the Trust Documents may resign from its duties unless the law prohibits it from continuing to perf orm such duties.

Upon the termination or resignation of the Servicer, the outgoing Servicer shall transfer all cash amounts that are to be held by the successor servicer to the successor servicer and shall provide the successor servicer with all information regarding the Receivables files that is required for the proper servicing of the Receivables.   All reasonable and documented costs, expenses and fees incurred in connection with the transfer of Receivables files to the successor servicer under the provisions described in this paragraph will be paid by the outgoing Servicer.  The owner trustee and the indenture trustee will provide prompt written notice of any resignation or termination of the Servicer to the Certificateholders and Noteholders, respectively, upon either occurrence.

Servicer Default

Except as otherwise provided in the related Prospectus Supplement, “Servicer Default” under each Sale and Servicing Agreement will consist of (i) any failure by the Servicer (or the Depositor, so long as TMCC is the Servicer) to deliver to the applicable owner trustee or indenture trustee for deposit in any of the Trust Accounts any required payment or to direct the applicable owner trustee or indenture trustee to make any required distributions therefrom, which failure continues unremedied for three Business Days after receipt by the Servicer of written notice of such failure given (A) to the Servicer (or the Depositor, so long as TMCC is the Servicer) by the applicable owner trustee or indenture trustee or (B) to the Depositor or the Servicer, as the case may be, and to the applicable owner trustee and indenture trustee, by the holders of Notes of the related series evidencing not less than 25% in principal amount of such outstanding Notes (excluding Notes held by TMCC, TAFR LLC, or any of their affiliates); (ii) any failure by the Servicer duly to observe or perform in any material respect any other covenant or agreement in such Sale and Servicing Agreement, which failure materially and adversely affects the rights of the Noteholders or the Certificateholders of the related series and which continues unremedied for 90 days after the giving of written notice of such failure (A) to the Servicer or the Depositor, as the case may be, by the applicable owner trustee or indenture trustee or (B) to the Servicer or the Depositor, as the case may be, and to the applicable owner trustee and indenture trustee, by the holders of Notes of the related series evidencing not less than 25% in principal amount of such outstanding Notes (excluding Notes held by TMCC, TAFR LLC, or any of their affiliates); and (iii) the occurrence of an Insolvency Event with respect to the Servicer.  Notwithstanding the foregoi ng, a delay in or failure of performance referred to under clause (i) above for a period of ten Business Days shall not constitute a Servicer Default if such failure or delay is caused by an event of force majeure.  Upon the occurrence of any such event, the Servicer shall not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer shall provide to the owner trustee, the indenture trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

“Insolvency Event” means, with respect to any Person, any of the following events or actions: certain events of insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings with respect to such Person and certain actions by such Person indicating its insolvency, reorganization pursuant to bankruptcy proceedings or inability to pay its obligations.  

Rights Upon Servicer Default

<R>Unless otherwise provided in the related Prospectus Supplement, as long as a Servicer Default under a Sale and Servicing Agreement remains unremedied, the related indenture trustee or holders of Notes of the related series evidencing not less than a majority of principal amount of such Notes then outstanding (excluding any Notes held by TMCC, TAFR LLC, or any of their affiliates), acting together as a single class, may terminate all the rights and obligations of the Servicer under such Sale and Servicing Agreement, whereupon such indenture trustee or a successor servicer appointed by such indenture trustee will succeed to all the responsibilities, duties and liabilities of the Servicer under such Sale and Servicing Agreement and will be entitled to similar compensation arrangements.  If the Servicer becomes a debtor in bankruptcy or, if not eligible to be a debtor in bankruptcy, becomes the subject of insolvency proceedings, and no Servicer Default other than such commencement of a bankruptcy or insolvency proceeding has occurred, such indenture trustee or such Noteholders may be unable to effect a transfer of servicing.  In the event that such indenture trustee is unwilling or unable to so act, it may appoint, or petition a court of competent jurisdiction for the appointment of, a successor with a net worth of at least $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables.  Such indenture trustee may make such arrangements for compensation to be paid, which in no event may be greater than the servicing compensation to the Servicer under such Sale and Servicing Agreement.  Notwithstanding such termination, the Servicer shall be entitled to payment of certain amounts payable to it prior to such termination for services rendered prior to such termination.  </R>

Waiver of Past Defaults

With respect to each Trust that has issued Notes, unless otherwise provided in the related Prospectus Supplement (i) the holders of Notes evidencing not less than a majority of the principal amount of the then outstanding Notes of the related series, acting together as a single class (excluding any Notes held by TMCC, TAFR LLC, or any of their affiliates), acting together as a single class, may, on behalf of all such Noteholders, waive any default by the Servicer in the performance of its obligations under the related Sale and Servicing Agreement and its consequences, except a Servicer Default in making any required deposits to or payments from any of the Trust Accounts in accordance with such Sale and Servicing Agreement.  No such waiver will impair such Noteholders’ rights with respect to subsequent defaults.  

Amendment

<R>Unless otherwise provided in the related Prospectus Supplement, each of the Transfer and Servicing Agreements may be amended by the parties thereto, without the consent of the related Noteholders or Certificateholders to cure any ambiguity, to correct or supplement any provisions in the Transfer and Servicing Agreements or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of such Transfer and Servicing Agreements or of modifying in any manner the rights of such Noteholders or Certificateholders; provided that such action will not, in the opinion of counsel satisfactory to the related owner trustee or indenture trustee, as applicable, materially and adversely affect the interest of any such Noteholder or Certificateholder.  </R>

Each Transfer and Servicing Agreement may also be amended by the parties thereto without the consent of any Noteholder or Certificateholder for the purpose of changing the formula for determining the Specified Reserve Fund Balance, the manner in which a Reserve Fund is funded, changing the remittance schedule for deposit of collections in accounts or changing the definition of Eligible Investments if the relevant trustee has been provided a letter from Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. to the effect that such amendment will not result in the qualification, reduction or withdrawal of any rating it currently assigns to any class of Notes, and the relevant trustee has provided Moody's with 10 days prior written notice of the amendment and Moody's shall not have notified the relevant trustee that the amendment might or would result in the qualification, reduction or withdrawal of the rating it has currently assigned to any class of Notes; provided that no such amendment shall increase or reduce in any manner or accelerate or delay the timing of collections on the related contracts or payments required to be made to the holders of any Notes or Certificates of such series without the consent of the holders of all of the affected Notes or Certificates.  

Unless otherwise specified in the related Prospectus Supplement, the Transfer and Servicing Agreements may also be amended by the Depositor, the Servicer, the related owner trustee and any related indenture trustee with the consent of (i) the holders of Notes evidencing not less than a majority of the principal amount of then outstanding Notes, if any, of the related series, acting together as a single class (excluding Notes held by TMCC, TAFR LLC, or any of their affiliates) or (ii) in the case of any amendment which does not adversely affect the related indenture trustee or the Noteholders and if the Certificateholder is not the Depositor or any of its affiliates, the holders of the Certificates of such series evidencing not less than a majority of the principal amount of the outstanding Certificate Balance, acting together as a single class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of such Transfer and Servicing Agreements or of modifying in any manner the rights of such Noteholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the related Receivables or distributions that are required to be made for the benefit of such Noteholders or Certificateholders or (ii) reduce the aforesaid percentage of the Notes or Certificates of such series which are required to consent to any such amendment, without the consent of the holders of all the outstanding Notes or Certificates of each class affected thereby.

Non Petition

Each Trust Agreement will provide that the applicable owner trustee does not have the power to commence a voluntary proceeding in bankruptcy with respect to the related Trust without the unanimous prior approval of all Certificateholders (including the Depositor) of such Trust and the delivery to such owner trustee by each such Certificateholder (including the Depositor) of a certificate certifying that such Certificateholder reasonably believes that such Trust is insolvent.  In addition, the Depositor will covenant that it will not commence bankruptcy proceedings against the Trust.

Payment Of Notes

Upon the payment in full of all outstanding Notes of a given series and the satisfaction and discharge of the related Indenture, the related owner trustee will succeed to all the rights of the indenture trustee, and the Certificateholders of such series will succeed to all the rights of the Noteholders of such series, under the related Sale and Servicing Agreement, except as otherwise provided in such Sale and Servicing Agreement.

Depositor Liability

Under each Trust Agreement, the Depositor will agree to be liable directly to an injured party solely to the extent set forth in each Trust Agreement.  

Termination

With respect to each Trust, the obligations of the Servicer, the Depositor, the related owner trustee and the related indenture trustee, if any, pursuant to the Transfer and Servicing Agreements will terminate upon the earlier of (i) the maturity or other liquidation of the last related Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust, (ii) the payment to Noteholders, if any, and Certificateholders of the related series of all amounts required to be paid to them pursuant to the Transfer and Servicing Agreements and (iii) the occurrence of any event described below.  

Unless otherwise provided in the related Prospectus Supplement, in order to avoid excessive administrative expense, the Servicer will have the option to purchase from each Trust, as of the end of any applicable Collection Period, if the then outstanding Pool Balance with respect to the Receivables held by such Trust is 10% or less of the aggregate principal balance of the Receivables on the Closing Date plus the amount, if any, on deposit in the prefunding account, the assets of the Trust at a price equal to the aggregate Warranty Purchase Payments or Administrative Purchase Payments, as the case may be, for the Receivables (including Receivables that became Defaulted Receivables in the Collection Period preceding the Payment Date on which such purchase is effected) plus the appraised value of any other property held as part of the Trust (less liquidation expenses), but in any case an amount at least equal to the unpaid principal amount of the outstanding Notes and Certificates plus accrued and unpaid interest thereon and, if so specified in the related prospectus supplement, any amounts payable to the swap counterparty.  The related owner trustee or indenture trustee will give written notice of termination to each Securityholder.  

As described below in this Prospectus Supplement, if a Swap Termination or default under the Revolving Liquidity Note occurs, the principal of each class of Notes and Certificates may become immediately payable and the Trust will terminate.  In such event, the indenture trustee will be obligated to liquidate the assets of the Trust and the proceeds therefrom (and amounts held in related accounts) will be applied to pay the Notes and Certificates of the related series in full, to the extent of amounts available therefor.  Similarly, if so specified in the related Prospectus Supplement, if a Swap Termination or an Event of Default occurs during a Revolving Period, such Swap Termination or Event of Default may cause the early termination of the Revolving Period and the commencement of payments of principal on the Notes.

Upon termination of any Trust, the related owner trustee shall, or shall direct the related indenture trustee to, promptly sell the assets of such Trust (other than the Trust Accounts) in a commercially reasonable manner and on commercially reasonable terms.  The proceeds from any such sale, disposition or liquidation of the Receivables of such Trust will be treated as collections on such Receivables and deposited in the related Collection Account.  With respect to any Trust, if the proceeds from the liquidation of the related Receivables and any amounts on deposit in the related Reserve Fund, if any, Yield Maintenance Account, if any, Payahead Account, if any, and Collection Account are not sufficient to pay the Notes, if any, and the Certificates of the related series in full, the amount of principal returned to Noteholders and Certificateholders of the related series will be reduced and some o r all of such Noteholders and Certificateholders will incur a loss.  

As more fully described in the related Prospectus Supplement, any outstanding Notes of the related series will be redeemed concurrently with any of the events specified above and the subsequent payment to the related Certificateholders of all amounts required to be paid to them pursuant to the applicable Trust Agreement will effect early retirement of the Certificates of such series.

Administration Agreement

TMCC, in its capacity as administrator, will enter into an agreement (as amended and supplemented from time to time, an “Administration Agreement”) with each Trust that issues Notes and the related indenture trustee pursuant to which the administrator will agree, to the extent provided in such Administration Agreement, to provide the notices and to perform other administrative obligations required by the related Indenture.  

In addition, and unless otherwise specified in the related Prospectus Supplement, it will be the obligation of the administrator to:

·

pay the related indenture trustee the compensation provided for in the related Indenture;

·

reimburse each indenture trustee for its reasonable expenses, disbursements and advances incurred by each such indenture trustee in accordance with the Indenture, except any such expense, disbursement or advance as may be attributable to its willful misconduct, negligence or bad faith; and

·

indemnify each owner trustee and indenture trustee for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the applicable agreements, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under the related Indenture or Trust Agreement, as applicable, to the extent it is entitled to such indemnification under the related Indenture, with respect to each indenture trustee, and under the related Trust Agreement, with respect to each owner trustee.  

The obligations of the administrator with respect to the owner trustee and indenture trustee will survive the termination of the Administration Agreement.  

If so specified in the related Prospectus Supplement with respect to any such Trust, as compensation for the performance of the administrator’s obligations under the applicable Administration Agreement and as reimbursement for its expenses related thereto, the administrator will be entitled to a monthly administration fee of such amount as may be set forth in the related Prospectus Supplement (the “Administration Fee”), which fee will be paid by the Servicer.  The administrator, pursuant to an Administration Agreement, will deliver appropriate draw requests under a Revolving Liquidity Note Agreement for execution and delivery by the indenture trustee 24 or more hours before the Servicer is required to put cash in the Collection Account.

The administrator may not resign or be removed until (i) a successor administrator is appointed by the Trust, (ii) such successor administrator has agreed in writing to be bound by the terms of the Administration Agreement in the same manner as the administrator and (iii) the applicable rating agencies have confirmed to the related owner trustee that the proposed appointment of the successor administrator will not result in a reduction or withdrawal of any rating then assigned by such rating agency to the Notes issued by the related Trust.

Under the circumstances specified in each Administration Agreement, any entity into which the administrator may be merged or consolidated, or any entity resulting from any merger or consolidation to which the administrator is a party, or any entity succeeding to all or substantially all of the business of the administrator will be the successor of the administrator under such Administration Agreement.  

The Administration Agreement may be amended by a written amendment signed by the Trust, the administrator, the owner trustee and the indenture trustee, but without the consent of the Noteholders or the Certificateholders, for the purpose of adding any provisions to or modifying or changing in any manner or eliminating any of the provisions of the Administration Agreement; provided, that such amendment will not, as evidenced by an opinion of counsel satisfactory to the indenture trustee, materially and adversely affect the interest of any Noteholder or Certificateholder.

TMCC DEMAND NOTES

<R>The following summary describes certain terms of demand notes that may be issued from time to time by TMCC (the “TMCC Demand Notes”).  TMCC Demand Notes will be issued under a Demand Notes Indenture (the “Demand Notes Indenture”), between TMCC and the trustee under the Demand Notes Indenture (in such capacity, the “Demand Notes Indenture Trustee”).  The characteristics of any particular series of TMCC Demand Notes and the provisions of any particular Demand Notes Indenture will be more fully described in the related Prospectus Supplement.  In addition, this summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of any Demand Notes Indenture that is entered into by the related trust.  </R>

General

Collections in respect of the Receivables will be applied to make payments of interest and principal of each class of Securities.  If so specified in the related Prospectus Supplement, payments of interest and/or principal of one or more classes of Securities may be made on a quarterly, semi annual or annual basis, and not simply as a pass through of collections received during a particular month.  In order to make distributions of principal and/or interest on a basis other than monthly, the indenture trustee will be required to invest amounts otherwise payable as principal or interest of the specified classes of Securities in highly rated investments maturing on or just prior to specified Payment Dates and bearing interest at rates specified in the related Prospectus Supplement as directed by the Servicer.  The indenture trustee may invest some or all such funds in TMCC Demand Notes.   The indenture trustee may invest TMCC Demand Notes even if payments to holders of such securities are to be paid monthly.

The principal amount of the TMCC Demand Notes outstanding purchased with collections will change from time to time, depending on the amount of collections invested.  The aggregate principal amount of TMCC Demand Notes that may be issued under any Demand Notes Indenture will be set forth in the related Prospectus Supplement.  Interest on the TMCC Demand Notes will be paid at rates and on terms set forth in the related Prospectus Supplement.  Different forms of TMCC Demand Notes may be used to represent investments of Collections relating to interest and investments of Collections relating to principal.  Interest Collections related demand notes will generally mature on the dates on which interest is to be paid to Securityholders.  Principal Collections related demand notes will generally mature on the dates on which principal is to be paid to Securityholders.  In addition, the indenture trustee will generally have the right to demand payment of the TMCC Demand Notes in connection with the reduction of TMCC’s rating to a level below that specified in the related Prospectus Supplement or upon the occurrence of other events specified in the related Prospectus Supplement.  See “Risk Factors—The swap and the demand notes may affect the ratings of the notes.”  The payment terms relating to the TMCC Demand Notes will be set forth in detail in the related Prospectus Supplement.  

TMCC Demand Notes will be unsecured general obligations of TMCC and will rank pari passu with all other unsecured and unsubordinated indebtedness of TMCC outstanding from time to time.  TMCC Demand Notes will not be subject to redemption by TMCC and will not have the benefit of any sinking fund.

Any TMCC Demand Notes will be issued only in fully registered form without interest coupons, and payment of principal of and interest on TMCC Demand Notes will be made by the Demand Notes Indenture Trustee as paying agent by wire transfer to an account maintained by the indenture trustee, as the holder of the TMCC Demand Notes.  

No Securityholder will have a direct interest in any TMCC Demand Notes or have any direct rights under the TMCC Demand Notes or the Demand Notes Indenture.  The Trust will be the only holder of the TMCC Demand Notes, which it will hold for the benefit of the Securityholders.  In the event any vote or other action, including action upon the occurrence of an Event of Default under the Demand Notes Indenture, is required or permitted by the holders of the TMCC Demand Notes under the Demand Notes Indenture, the Trust as such holder will be permitted to vote or take such other action as it shall deem fit.  However, the Trust shall be permitted to seek the direction of the Securityholders before taking any such action, all as further described in the related Prospectus Supplement.  References under this caption to “holders of the TMCC Demand Notes” and phrases of similar import shal l be to the trustee as the holder of the TMCC Demand Notes.

Removal of Demand Notes Indenture Trustee; Successor Demand Notes Indenture Trustee

The Demand Notes Indenture Trustee may resign by providing written notice to TMCC and the Trust, as holder of the TMCC Demand Notes.  The Trust, as holder of the TMCC Demand Notes, may remove the Demand Notes Indenture Trustee by written notice thereto and to TMCC, and may appoint a successor Demand Notes Indenture Trustee.  TMCC may remove the Demand Notes Indenture Trustee in the event that: (a) the Demand Notes Indenture Trustee fails to continue to satisfy the criteria for eligibility to act as Demand Notes Indenture Trustee; (b) the Demand Notes Indenture Trustee is adjudged a bankrupt or insolvent; (c) a receiver or other public officer takes charge of the Demand Notes Indenture Trustee or its property; or (d) the Demand Notes Indenture Trustee otherwise becomes incapable of acting in such capacity.

If the Demand Notes Indenture Trustee resigns, is removed or is unable to act as Demand Notes Indenture Trustee for any reason, TMCC shall promptly appoint a successor Demand Notes Indenture Trustee, unless the Trust shall already have done so.  Within one year after a successor Demand Notes Indenture Trustee takes office, the Trust may appoint a successor Demand Notes Indenture Trustee to replace any successor Demand Notes Indenture Trustee appointed by TMCC.  Any resignation or removal of the Demand Notes Indenture Trustee and appointment of a successor Demand Notes Indenture Trustee shall become effective only upon such successor’s acceptance of such appointment and the payment of outstanding fees and expenses due to the prior Demand Notes Indenture Trustee as set forth in the Demand Notes Indenture.  

Successor Corporation

The Demand Notes Indenture provides that TMCC may consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into, any other corporation, provided, that in any such case: (i) either TMCC shall be the continuing corporation, or the successor corporation shall be a corporation organized and existing under the laws of the United States or any state thereof and shall expressly assume, by execution and delivery to the Demand Notes Indenture Trustee of a supplemental Demand Notes Indenture in form satisfactory thereto, all of the obligations of TMCC under the TMCC Demand Notes and the Demand Notes Indenture; and (ii) TMCC or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, lease or conveyance, be in default in the performance of any such obligation.  Subject to certain limitations in the Deman d Notes Indenture, the Demand Notes Indenture Trustee may receive from TMCC an officer’s certificate and an opinion of counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, complies with the provisions of the Demand Notes Indenture.  

Supplemental Demand Notes Indentures

Supplemental Demand Notes Indentures may be entered into by TMCC and the Demand Notes Indenture Trustee without the consent of the holder of the TMCC Demand Notes (a) to cure any ambiguity, to correct or supplement any provisions in a Supplemental Demand Note Indenture that may be inconsistent with any other provision of such Supplemental Demand Note Indenture or to add any other provision with respect to matters or questions arising under the Demand Notes Indenture which are not inconsistent with the provisions thereof, provided that any such action will not, in the good faith judgment of the parties, materially and adversely affect the interest of any holder of TMCC Demand Notes or any Securityholder and the Demand Notes Indenture Trustee shall be furnished an opinion of counsel to the effect that such amendment will not materially and adversely affect the interest of any Securityholder, and (b) for purp oses of appointing a successor trustee under a Demand Notes Indenture or in connection with any merger or consolidation of TMCC or the transfer or lease of the assets of TMCC in their entirety, in each case in accordance with the provisions of the Demand Notes Indenture.  In addition, supplemental Demand Notes Indentures may be entered into by TMCC and the Demand Notes Indenture Trustee with the consent of the holder of the TMCC Demand Notes (which consent will not be given except at the written direction of Holders of at least 25% in aggregate principal amount of the Notes issued by a Trust acting as a single class for the purpose of adding any provisions to or changing in any manner or eliminating any other provisions of the Demand Notes Indenture or of modifying in any manner the rights with respect to the TMCC Demand Notes, provided that no supplemental Demand Notes Indenture may, among other things, reduce the principal amount of or interest on any TMCC Demand Notes, change the maturity date for th e payment of the principal, the date on which interest will be payable or other terms of payment or reduce the percentage of holders of TMCC Demand Notes necessary to modify or alter the Demand Notes Indenture, without the consent of each Holder of Securities affected thereby.

Events of Default Under the Demand Notes Indenture

The Demand Notes Indenture defines an Event of Default with respect to the TMCC Demand Notes as being any one of the following events: (i) default in payment of principal on the TMCC Demand Notes and continuance of such default for a period of 10 days; (ii) default in payment of any interest on the TMCC Demand Notes and continuance of such default for a period of 30 days; (iii) default in the performance, or breach, of any other covenant or warranty of TMCC in the Demand Notes Indenture continued for 60 days after appropriate notice; and (iv) certain events of bankruptcy, insolvency or reorganization.  If an Event of Default occurs and is continuing, the Demand Notes Indenture Trustee or the holders of at least 25% in aggregate principal amount of TMCC Demand Notes may declare the TMCC Demand Notes to be due and payable.  Any past default with respect to the TMCC Demand Notes may be waived by the holders of a majority in aggregate principal amount of the outstanding TMCC Demand Notes, except in a case of failure to pay principal of or interest on the TMCC Demand Notes for which payment has not been subsequently made or a default in respect of a covenant or provision of the Demand Notes Indenture which cannot be modified or amended without the consent of the holder of each outstanding TMCC Demand Note.  TMCC will be required to file with the Demand Notes Indenture Trustee annually an officer’s certificate as to the absence of certain defaults.  The Demand Notes Indenture Trustee may withhold notice to holders of the TMCC Demand Notes of any default with respect to such series (except in payment of principal or interest) if it in good faith determines that it is in the interest of such holders to do so.  

Subject to the provisions of the Demand Notes Indenture relating to the duties of the Demand Notes Indenture Trustee in case an Event of Default shall occur and be continuing, the Demand Notes Indenture Trustee will be under no obligation to exercise any of its rights or powers under the Demand Notes Indenture at the request or direction of any of the holders of TMCC Demand Notes, unless such holders have offered to the Demand Notes Indenture Trustee indemnity or security satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.  Subject to provisions in the Demand Notes Indenture for the indemnification of the Demand Notes Indenture Trustee and to certain other limitations, the holders of a majority in principal amount of the outstanding TMCC Demand Notes will have the right to direct the time, method and place of conduc ting any proceeding for any remedy available to the Demand Notes Indenture Trustee, or exercising any trust or power conferred on the Demand Notes Indenture Trustee with respect to the TMCC Demand Notes.  

Absence of Covenants

The provisions of the Demand Notes Indenture do not contain any covenants that limit the ability of TMCC to subject its properties to liens, to enter into any type of transaction or business or to secure any of its other indebtedness without providing security for the TMCC Demand Notes.  The provisions of the Demand Notes Indenture do not afford the holders of the TMCC Demand Notes protection in the event of a highly leveraged transaction, reorganization, restructuring, change in control, merger or similar transaction or other event.

Defeasance and Discharge of Demand Notes Indenture

TMCC may satisfy and discharge its obligations under the Demand Notes Indenture by delivering to the Demand Notes Indenture Trustee for cancellation all outstanding TMCC Demand Notes, or depositing with the Demand Notes Indenture Trustee money sufficient to pay the principal of and interest on the outstanding TMCC Demand Notes on the date on which any such payments are due and payable in accordance with the terms of the Demand Notes Indenture and the TMCC Demand Notes, and in each case by satisfying certain additional conditions in the Demand Notes Indenture.  However, in the case of any such deposit, certain of TMCC’s obligations under the Demand Notes Indenture (including the obligation to pay the principal and interest on the outstanding TMCC Demand Notes) will continue until all of the TMCC Demand Notes are paid in full.

Regarding the Demand Notes Indenture Trustee

The Demand Notes Indenture Trustee may be the applicable trustee and/or indenture trustee.  The Demand Notes Indenture contains certain limitations on the right of the Demand Notes Indenture Trustee, should it become a creditor of TMCC, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise.  The Demand Notes Indenture Trustee is permitted to engage in other transactions with TMCC; provided, however, that if the Demand Notes Indenture Trustee acquires any conflicting interest it must eliminate such conflict or resign.  

The Demand Notes Indenture provides that, in case an Event of Default has occurred and is continuing, the Demand Notes Indenture Trustee is required to use the degree of care and skill of a prudent person in the conduct of his or her own affairs in the exercise of its powers.  

Governing Law

The Demand Notes Indenture and the TMCC Demand Notes will be governed by and construed in accordance with the laws of the State of New York.  

THE SWAP AGREEMENT

<R>The following summary describes certain terms of a swap agreement that a Trust may enter into in order to reduce its exposure to currency and/or interest rate risks.  The characteristics of any particular swap agreement will be more fully described in the related Prospectus Supplement.  In addition, this summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of any swap agreement that is entered into by the related trust.</R>

Payments Under the Swap Agreement

As specified in the related Prospectus Supplement, on the Closing Date a Trust may enter into a 1992 International Swaps and Derivatives Association, Inc.  (“ISDA”) Master Agreement (Multi Currency Cross Border) (such agreement, the “1992 Master Agreement”) with TMCC or an unaffiliated third party (the “Swap Counterparty”), as modified to reflect the transactions described below (the 1992 Master Agreement, as so modified, the “Swap Agreement”).  The Swap Agreement will incorporate certain relevant standard definitions published by ISDA.

Under the Swap Agreement, the Trust will generally pay to the Swap Counterparty amounts in respect of interest and principal, as applicable, due on each Payment Date under the Swap Agreement and the Swap Counterparty will generally pay to the Trust amounts equal to the interest or principal payable on the relevant Securities.  If the Trust is unable to make any payment due to be made by it to the Swap Counterparty under the Swap Agreement, the Swap Counterparty generally will not be obligated to make its corresponding payment to the Trust under the Swap Agreement.

Conditions Precedent

The respective obligations of the Swap Counterparty and the Trust to pay certain amounts due under the Swap Agreement will be subject to the following conditions precedent: (i) no Swap Event of Default (as defined below under “—Defaults Under Swap Agreement”) or event that with the giving of notice or lapse of time or both would become an Event of Default shall have occurred and be continuing and (ii) no Early Termination Date (as defined below under “—Early Termination of Swap Agreement”) shall have occurred or been effectively designated.

Defaults Under Swap Agreement

Events of default under the Swap Agreement (each, a “Swap Event of Default”) will be described in the related Prospectus Supplement.

Termination Events

“Termination Events” under the Swap Agreement (each a “Swap Termination Event”) consist of the following: (i) the Trust or Swap Counterparty becomes subject to registration as an “investment company” under the Investment Company Act of 1940; (ii) any Event of Default under the Indenture that results in the acceleration of the Notes; (iii) the Trust and a transferee shall have entered into a replacement agreement in accordance with the terms of the Swap Agreement; and (iv) certain standard termination events under the 1992 Master Agreement including “Illegality” (which generally relates to changes in law causing it to become unlawful for either of the parties to perform its obligations under the Swap Agreement), “Tax Event” (which generally relates to either party to the Swap Agreement receiving payments under the Swap Agreement from which an amount has been deducted or withheld for or on account of certain taxes) and “Tax Event Upon Merger” (which generally relates to a party to the Swap Agreement receiving a payment under the Swap Agreement from which an amount has been deducted or withheld for or on account of certain taxes as a result of a party merging with another entity), each as more fully described in Sections 5(b)(i), 5(b)(ii) and 5(b)(iii) of the 1992 Master Agreement; provided, however, that the occurrence of a “Tax Event” or “Tax Event Upon Merger” generally will only constitute a Swap Termination Event if the requisite percentage of Securityholders specified in the related Prospectus Supplement directs the indenture trustee to terminate the Swap Agreement and liquidate the assets of the Trust.  Additional or different Swap Termination Events, as well as any Early Termination Dates (as defined in the related Swap Agreement) may be specified in the Prospectus Supplement.

Early Termination of Swap Agreement

Upon any Swap Termination, the Trust or the Swap Counterparty may be liable to make a termination payment to the other (regardless, if applicable, of which of such parties may have caused such termination).  Such termination payment will be calculated on the basis that the Trust is the Affected Party (as defined in the Swap Agreement), subject to certain exceptions.  The amount of any such termination payment will be based on the market value of the Swap Agreement computed on the basis of market quotations of the cost of entering into swap transactions with the same terms and conditions that would have the effect of preserving the respective full payment obligations of the parties, in accordance with the procedures set forth in the Swap Agreement (assuming, for purposes of such calculation, that all outstanding amounts previously due but unpaid to the Swap Counterparty are due and payable on the first Payment Date that would have occurred after the Early Termination Date).  Any such termination payment could, if interest or currency exchange rates have changed significantly, be substantial.

The Prospectus Supplement will specify whether the defaulting party will or will not be entitled to any portion of the termination payment related to the market value of the Swap Agreement because of its default with respect to any particular Swap Event of Default or Swap Termination Event.

If a Swap Termination occurs and the Trust does not terminate, the Trust will not be protected from the interest rate and currency fluctuations hedged by the Swap Agreement, and payments to Noteholders and Certificateholders may be adversely affected.

Generally, the applicable Sale and Servicing Agreement will provide that upon the occurrence of (i) any Swap Event of Default arising from any action taken, or failure to act, by the Swap Counterparty, or (ii) a Swap Termination Event (except as described in the following sentence) with respect to which the Swap Counterparty is an Affected Party, the indenture trustee may and will, at the direction of the requisite percentage of the Securityholders specified in such agreement, by notice to the Swap Counterparty, designate an Early Termination Date with respect to the Swap Agreement.  If a Swap Termination Event occurs because the Trust or the Depositor becomes subject to registration as an “investment company” under the Investment Company Act of 1940, the indenture trustee will be required by the terms of such agreement to terminate the Swap Agreement.

Taxation

Neither the Trust nor the Swap Counterparty will be obligated under the Swap Agreement to gross up if withholding taxes are imposed on payments made under the Swap Agreement.

In the event that any withholding or similar tax is imposed on payments by the Trust to the Swap Counterparty under the Swap Agreement, the Swap Counterparty will be entitled to deduct amounts in the same proportion (as calculated in accordance with the Swap Agreement) from subsequent payments due from it.  In the event that the Swap Counterparty is required to withhold amounts from payments by the Swap Counterparty under the Swap Agreement, the payment obligations of the Swap Counterparty will be reduced by such amounts and the payment obligations of the Trust under the Swap Agreement will remain the same.  In either such event, payments on the Securities may be subject to reduction in proportion to the amount so deducted or withheld.  In either such event, a specified percentage of the Securityholders may direct the indenture trustee to terminate the Swap Agreement and liquidate the assets of the Trust, as described above under “—Termination Events”.

Assignment

Except as provided below, neither the Trust nor the Swap Counterparty will be permitted to assign, novate or transfer as a whole or in part any of its rights, obligations or interests under the Swap Agreement.  The Swap Counterparty generally may not transfer the Swap Agreement to another party unless (i) such notice will be accompanied by a guarantee of the Swap Counterparty of such transferee’s obligations in form and substance reasonably satisfactory to the indenture trustee (as assignee of the rights of the Trust under the Swap Agreement), (ii) the Swap Counterparty delivers an opinion of independent counsel of recognized standing in form and substance reasonably satisfactory to the owner trustee and indenture trustee confirming that as of the date of such transfer the transferee will not, as a result of such transfer, be required to withhold or deduct on account of tax under the Swap Agreeme nt, (iii) a Swap Termination Event or Swap Event of Default does not occur under the Swap Agreement as a result of such transfer and (iv) the then-current ratings of the Notes are not adversely affected as a result of such transfer.  In addition, in the event the debt rating of the Swap Counterparty is reduced to a level below that specified in the related Prospectus Supplement, the Swap Counterparty may have the right to (a) assign the Swap Agreement to another party (or otherwise obtain a replacement swap agreement on substantially the same terms as the Swap Agreement) and thereby be released from its obligations under the Swap Agreement; provided that (i) the new swap counterparty, by a written instrument, accepts the obligations of the Swap Counterparty under the Swap Agreement to the reasonable satisfaction of the owner trustee and indenture trustee, (ii) the Swap Counterparty delivers an opinion of independent counsel of recognized standing in form and substance reasonably satisfactory to the owne r trustee and indenture trustee confirming that as at the date of such transfer the new swap counterparty will not, as a result of such transfer or replacement, be required to withhold or deduct on account of tax under the Swap Agreement, (iii) a Swap Termination Event or Swap Event of Default does not occur under the Swap Agreement as a result of such transfer and (iv) the ratings assigned to the Notes after such assignment and release will be at least equal to the ratings assigned by any applicable Rating Agency to the Notes at the time of such reduction of the rating of the Swap Counterparty’s long term debt, or (b) collateralize its payment obligations under the Swap Agreement, provided that the conditions described in the preceding clauses (a)(iii) and (a)(iv) are satisfied with respect to such collateralization.  The Swap Counterparty shall have no obligation to assign the Swap Agreement, obtain a replacement swap agreement or collateralize its payment obligations under the Swap Agreement in the event of a ratings downgrade or for any other reason, and neither the Trust nor the Securityholders will have any remedy against the Swap Counterparty if the Swap Counterparty fails to make such an assignment, obtain a replacement swap agreement or collateralize its payment obligations under the Swap Agreement.  In the event that the Swap Counterparty does not elect to assign the Swap Agreement, obtain a replacement swap agreement or collateralize its payment obligations under the Swap Agreement the Swap Counterparty may (but shall not be obligated to) establish any other arrangement satisfactory to the applicable Rating Agency, in each case such that the ratings of the Notes by the applicable Rating Agency will not be withdrawn or reduced.

Modification and Amendment of Swap Agreement

The applicable Prospectus Supplement will describe the provisions contained in the Indenture or Sale that permit the Trust to enter into any amendment of the Swap Agreement, as described under “The Swap Agreement—Modification and Amendment of the Swap Agreement”  in the applicable Prospectus Supplement.

The Swap Counterparty

TMCC may act as the Swap Counterparty.  A description of TMCC is provided under “The Sponsor, Administrator and Servicer” in this Prospectus.  Information regarding TMCC is publicly available as described under “Where You Can Find More Information About Your Securities—TMCC” in this Prospectus.  Where indicated by the context, as used in this Prospectus “Swap Counterparty” includes any party that replaces the initial Swap Counterparty as described above under “—Assignment”.

Governing Law

The Swap Agreement will be governed by and construed in accordance with the laws of the State of New York.

CERTAIN LEGAL ASPECTS OF THE RECEIVABLES

General

<R>The transfer of the Receivables to the applicable Trust, the perfection of the security interests in the Receivables and the enforcement of rights to realize on the Financed Vehicles as collateral for the Receivables are subject to a number of federal and state laws, including the UCC as in effect in various states.  The Servicer and the Depositor will take the action described below to perfect the rights of the applicable indenture trustee in the Receivables.  If, through inadvertence or otherwise, another party purchases (including the taking of a security interest in) the Receivables for new value in the ordinary course of its business, without actual knowledge of the Trust’s interest, and takes possession of the Receivables, such purchaser would acquire an interest in the Receivables superior to the interest of the Trust. </R>

Security Interests

General.  In states in which retail installment sale contracts such as the Receivables evidence the credit sale of automobiles and/or light duty trucks by dealers to obligors, the contracts also constitute personal property security agreements and include grants of security interests in the vehicles under the applicable UCC.  Perfection of security interests in financed automobiles and/or light duty trucks is generally governed by the motor vehicle registration laws of the state in which the vehicle is located.  In most states, a security interest in automobiles and/or light duty trucks is perfected by obtaining the certificate of title to the Financed Vehicle or notation of the secured party’s lien on the vehicles’ certificate of title.

All retail installment sales contracts acquired by TMCC from Dealers name TMCC as obligee or assignee and as the secured party.  TMCC also takes all actions necessary under the laws of the state in which the related Financed Vehicle is located to perfect its security interest in such Financed Vehicle, including, where applicable, having a notation of its lien recorded on the related certificate of title and obtaining possession of such certificate of title.  Because TMCC continues to service the contracts as Servicer under the Sale and Servicing Agreement, the Obligors on the contracts will not be notified of the sale from TMCC to the Depositor or the sale from the Depositor to the Trust, and no action will be taken to record the transfer of the security interest from TMCC to the Depositor or from the Depositor to the Trust by amendment of the certificates of title for the Financed Vehicles or ot herwise.

<R>Perfection.  Pursuant to the related Receivables Purchase Agreement, TMCC will sell and assign its security interest in the Financed Vehicles to the Depositor and, with respect to each Trust, pursuant to the related Sale and Servicing Agreement, the Depositor will sell and assign its security interest in the Financed Vehicles to such Trust.  Each Trust will pledge its security interest in the Financed Receivables to the applicable indenture trustee.  However, because of the administrative burden and expense, none of TMCC, the Depositor, the related Trust or the related indenture trustee will amend any certificate of title to identify such Trust or the applicable indenture trustee as the new secured party on such certificate of title relating to a Financed Vehicle.  However, UCC financing statements with respect to the transfer to the Depositor of TMCC’s security interest in the Finance d Vehicles, the transfer to the Trust of the Depositor’s security interest in the Financed Vehicles and the transfer to the applicable indenture trustee of the Trust’s security interest in the Financed Vehicles will be filed.  In addition, the Servicer will continue to hold any certificates of title relating to the vehicles in its possession as custodian for the Depositor and such Trust pursuant to the related Sale and Servicing Agreement.  See “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables”.  </R>

In most states, an assignment of contracts and interests in motor vehicles such as that under each Receivables Purchase Agreement or each Sale and Servicing Agreement is an effective conveyance of a security interest without amendment of any lien noted on a vehicle’s certificate of title, and the assignee succeeds thereby to the assignor’s rights as secured party.  In those states, the Trust’s or the applicable indenture trustee’s security interest will not be noted on a vehicle’s certificate of title, but the Trust will have a perfected security interest in the vehicles.  The security interest of such Trust and the applicable indenture trustee in the vehicle could be defeated through fraud or negligence because neither the Trust nor the applicable indenture trustee will be listed as legal owner on the certificates of title.  In such states, in the absence of fraud o r forgery by the vehicle owner or the Servicer or administrative error by state or local agencies, the notation of TMCC’s lien on the certificates of title will be sufficient to protect such Trust against the rights of subsequent purchasers of a Financed Vehicle or subsequent lenders who take a security interest in a Financed Vehicle.  In each Receivables Purchase Agreement, TMCC will represent and warrant, and in each Sale and Servicing Agreement, the Depositor will represent and warrant, that it has taken all action necessary to obtain a perfected security interest in each Financed Vehicle.  If there are any Financed Vehicles as to which TMCC failed to obtain and assign to the Depositor a perfected security interest, the security interest of the Depositor would be subordinate to, among others, subsequent purchasers of the Financed Vehicles and holders of perfected security interests in such Financed Vehicles.  To the extent such failure has a material and adverse effect on the Trust 6;s interest in the related Receivables, however, it would constitute a breach of the warranties of TMCC under the related Receivables Purchase Agreement or the Depositor under the related Sale and Servicing Agreement.  Accordingly, pursuant to the related Sale and Servicing Agreement, the Depositor would be required to repurchase the related Receivable from the Trust and, pursuant to the related Receivables Purchase Agreement, TMCC would be required to purchase such Receivable from the Depositor, in each case unless the breach was cured.  Pursuant to each Sale and Servicing Agreement, the Depositor will assign such rights to the related Trust.  See “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” and “Risk Factors—The trust’s security interests in financed vehicles may be unenforceable or defeated”.

Continuity of Perfection.  Under the laws of most states, the perfected security interest in a vehicle would continue for up to four months after the vehicle is moved to a state that is different from the one in which it is initially registered and the owner thereof re registers the vehicle in the new state.  A majority of states generally require surrender of a certificate of title to re register a vehicle.  In those states (such as California) where a secured party holds possession of the certificate of title to maintain perfection of the security interest under the UCC or otherwise, the secured party would learn of the re registration through the request from the obligor under the related installment sales contract to surrender possession of the certificate of title.  In the case of vehicles registered in states providing for the notation of a lien on the certificate of title but not possession by the secured party, the secured party would receive notice of surrender from the state of re registration if the security interest is noted on the certificate of title.  Thus, the secured party would have the opportunity to re perfect its security interest in the vehicle in the state of relocation.  However, these procedural safeguards will not protect the secured party if through fraud, forgery or administrative error, the debtor somehow procures a new certificate of title that does not list the secured party’s lien.  Additionally, in states that do not require a certificate of title for registration of a motor vehicle, re registration could defeat perfection.  In the ordinary course of servicing the Receivables, TMCC will take steps to effect re perfection upon receipt of notice of re registration or information from the obligor as to relocation.  Similarly, when an Obligor sells a Financed Vehicle, TMCC must surrender possession of the certificate of titl e or will receive notice as a result of its lien noted thereon and accordingly will have an opportunity to require satisfaction of the related Receivable before release of the lien.  Under each Sale and Servicing Agreement, the Servicer will be obligated to take appropriate steps, at the Servicer’s expense, to maintain perfection of security interests in the Financed Vehicles and will be obligated to purchase the related Receivable if it fails to do so and such failure has a material and adverse effect on the Trust’s interest in the Receivable.

Priority of Liens Arising by Operation of Law.  Under the laws of most states (including California), liens for repairs performed on a motor vehicle take priority over even a perfected security interest in a financed vehicle, and tax liens that predate the perfection of a security interest (and in some states even tax liens that arise later) may take priority.  The Code also grants priority to certain federal tax liens over the lien of a secured party.  The laws of certain states and federal law permit the confiscation of vehicles by governmental authorities under certain circumstances if used in unlawful activities, which may result in the loss of a secured party’s perfected security interest in the confiscated vehicle.  TMCC will represent and warrant to the Depositor in each Receivables Purchase Agreement, and the Depositor will represent and warrant to the Trust in each Sale an d Servicing Agreement, that, as of the related Closing Date, each security interest in a Financed Vehicle is prior to all other present liens (other than tax liens, mechanics’ liens and any liens that attach to a Receivable or any property, as the context may require, by operation of law) upon and security interests in such Financed Vehicle.  However, liens for repairs or taxes could arise, or the confiscation of a Financed Vehicle could occur, at any time during the term of a Receivable.  No notice will be given to the owner trustee, the indenture trustee, any Noteholders or the Certificateholders in respect of a given Trust if such a lien arises or confiscation occurs which would not give rise to the Depositor’s repurchase obligation under the related Sale and Servicing Agreement or TMCC’s repurchase obligation under the related Receivables Purchase Agreement.

Repossession

<R>In the event of default by an obligor, the holder of the related retail installment sale contract has all the remedies of a secured party under the UCC, except where specifically limited by other state laws.  Among the UCC remedies, the secured party has the right to perform repossession by self help means, unless such means would constitute a breach of the peace or is otherwise limited by applicable state law.  Unless a vehicle financed by TMCC is voluntarily surrendered, self help repossession is the method employed by TMCC in most states and is accomplished simply by retaking possession thereof.  In cases where an obligor objects or raises a defense to repossession, or if otherwise required by applicable state law, a court order must be obtained from the appropriate state court, and such vehicle must then be recovered in accordance with that order.  In some jurisdictions, the secured party is r equired to notify such obligor of the default and the intent to repossess the collateral and to give such obligor a time period within which to cure the default prior to repossession.  In most states, under certain circumstances after any such financed vehicle has been repossessed, the related obligor may reinstate the related contract by paying the delinquent installments and other amounts due.  </R>

Notice of Sale; Redemption Rights

In the event of default by an obligor under a retail installment sales contract, some jurisdictions require that the obligor be notified of the default and be given a time period within which to cure the default prior to repossession.  Generally, this right of cure may only be exercised on a limited number of occasions during the term of the related contract.

The UCC and other state laws require the secured party to provide an obligor with reasonable notice of, among other things, the date, time and place of any public sale or other disposition and/or the date after which any private sale or other disposition of the collateral may be held.  In most states, an obligor has the right to redeem the collateral prior to actual sale by paying the secured party the unpaid principal balance of the obligation and accrued interest thereon plus reasonable expenses for repossessing, holding and preparing the collateral for disposition and arranging for its sale, plus, in some jurisdictions, reasonable attorneys’ fees.  In some states, an obligor has the right to redeem the collateral prior to actual sale by payment of delinquent installments or the unpaid balance.

Deficiency Judgments and Excess Proceeds

The proceeds of resale of the vehicles generally will be applied first to the expenses of resale and repossession and then to the satisfaction of the indebtedness.  While some states impose prohibitions or limitations on deficiency judgments if the net proceeds from resale do not cover the full amount of the indebtedness, a deficiency judgment can be sought in those states that do not prohibit or limit such judgments.  In addition to the notice requirement, the UCC requires that every aspect of the sale or other disposition, including the method, manner, time, place and terms, be “commercially reasonable”.  Generally, courts have held that when a sale is not “commercially reasonable,” the secured party loses its right to a deficiency judgment.  However, the deficiency judgment would be a personal judgment against the obligor for the shortfall, and a defaulting obligo r can be expected to have very little capital or sources of income available following repossession.  Therefore, in many cases, it may not be useful to seek a deficiency judgment or, if one is obtained, it may be settled at a significant discount or be uncollectible.  In addition, the UCC permits the debtor or other interested party to recover for any loss caused by noncompliance with the provisions of the UCC.  Also, prior to a sale, the UCC permits the debtor or other interested person to prohibit the secured party from disposing of the collateral if it is established that the secured party is not proceeding in accordance with the “default” provisions under the UCC.

Occasionally, after resale or other disposition of a repossessed vehicle and payment of all expenses and indebtedness, there is a surplus of funds.  In that case, the UCC requires the creditor to remit the surplus to any holder of a subordinate lien with respect to such vehicle or if no such lienholder exists, the UCC requires the creditor to remit the surplus to the obligor.

Certain Bankruptcy Considerations

The Sponsor, in structuring the transactions contemplated hereby, has taken steps that are intended to make it unlikely that the voluntary or involuntary application for relief by TMCC under the United States Bankruptcy Code or similar applicable state laws (collectively, “Insolvency Laws”) will result in consolidation of the assets and liabilities of the Depositor with those of TMCC and of the Depositor or TMCC with those of the Trust.  These steps include the creation of the Depositor as a wholly owned, limited purpose subsidiary pursuant to a limited liability company agreement containing certain limitations (including requiring that the Depositor must at all times have at least one “Independent  Manager” and restrictions on the nature of the Depositor’s business and on its ability to commence a voluntary case or proceeding under any Insolvency Law without the affirmat ive vote of a majority of its managers, including each Independent Manager).  In addition, to the extent that the Depositor granted a security interest in the Receivables to the Trust, and that interest was validly perfected before the bankruptcy or insolvency of TMCC and was not taken or granted in contemplation of insolvency or with the intent to hinder, delay or defraud TMCC or its creditors, that security interest should not be subject to avoidance, and payments to the Trust with respect to the Receivables should not be subject to recovery by a creditor or trustee in bankruptcy of TMCC.  If, notwithstanding the foregoing, (i) a court concluded that the assets and liabilities of the Depositor should be consolidated with those of TMCC in the event of the application of applicable Insolvency Laws to TMCC or following the bankruptcy or insolvency of TMCC the security interest in the Receivables granted by the Depositor to the Trust should be avoided, (ii) a filing were made under any Insolvency Law by or against the Depositor or (iii) an attempt were made to litigate any of the foregoing issues, delays in payments on the Securities and possible reductions in the amount of such payments could occur.

TMCC and the Depositor will treat the transactions described in this Prospectus as a sale of the Receivables to the Depositor, such that the automatic stay provisions of the United States Bankruptcy Code should not apply to the Receivables in the event that TMCC were to become a debtor in a bankruptcy case.

Consumer Protection Laws

Numerous federal and state consumer protection laws and related regulations impose substantial requirements upon lenders and servicers involved in consumer finance.  These laws include the Truth in Lending Act, the Equal Credit Opportunity Act, the Federal Trade Commission Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Magnuson Moss Warranty Act, the Federal Reserve Board’s Regulations B and Z, the Servicemembers’ Civil Relief Act, as amended, the Texas Consumer Credit Code, state adoptions of the National Consumer Act and of the Uniform Consumer Credit Code and state motor vehicle retail installment sales acts and other similar laws.  Also, state laws impose finance charge ceilings and other restrictions on consumer transactions and require contract disclosures in addition to those required under federal law.  These req uirements impose specific statutory liabilities upon creditors who fail to comply with their provisions.  In some cases, this liability could affect an assignee’s ability to enforce consumer finance contracts such as the Receivables.

The so called “Holder in Due Course” Rule of the Federal Trade Commission (the “FTC Rule”), the provisions of which are generally duplicated by the Uniform Consumer Credit Code, other state statutes or the common law, has the effect of subjecting a seller (and certain related creditors and their assignees) in a consumer credit transaction to all claims and defenses which the obligor in the transaction could assert against the seller of the goods.  Liability under the FTC Rule is limited to the amounts paid by the obligor under the contract, and the holder of the contract may also be unable to collect any balance remaining due under the contract from the obligor.  

Most of the Receivables will be subject to the requirements of the FTC Rule.  Accordingly, each Trust, as holder of the related Receivables, will be subject to any claims or defenses that the purchaser of the applicable Financed Vehicle may assert against the seller of the Financed Vehicle.  As to each Obligor, such claims are limited to a maximum liability equal to the amounts paid by the Obligor on the related Receivable.  Under most state motor vehicle dealer licensing laws, sellers of motor vehicles are required to be licensed to sell motor vehicles at retail sale.  Furthermore, federal odometer regulations promulgated under the Motor Vehicle Information and Cost Savings Act require that all sellers of new and used vehicles furnish a written statement signed by the seller certifying the accuracy of the odometer reading.  If a seller is not properly licensed or if a written odom eter disclosure statement was not provided to the purchaser of the related financed vehicle, an obligor may be able to assert a defense against the seller of the vehicle.  If an Obligor were successful in asserting any such claim or defense, such claim or defense would constitute a breach of the Depositor’s warranties under the related Sale and Servicing Agreement and a breach of TMCC’s warranties under the related Receivables Purchase Agreement and would create an obligation of the Depositor and TMCC, respectively, to repurchase the Receivable unless the breach is cured.  See “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables”.

Courts have applied general equitable principles to secured parties pursuing repossession and litigation involving deficiency balances.  These equitable principles may have the effect of relieving an obligor from some or all of the legal consequences of a default.

TMCC and the Depositor will represent and warrant under each Receivables Purchase Agreement and each Sale and Servicing Agreement, as applicable, that each Receivable complies with all requirements of law in all material respects.  In addition, with respect to any Trust as to which 10% or more of the Receivables were originated in any single state, on the applicable Closing Date, the Depositor will receive an opinion of counsel to the effect that all of the Receivables originated in such state are enforceable under the applicable consumer protection laws of such state and applicable federal laws, subject to customary exceptions.  Accordingly, if an Obligor has a claim against such Trust for violation of any law and such claim materially and adversely affects such Trust’s interest in a Receivable, such violation would constitute a breach of the representations and warranties of TMCC under the Receivables Purchase Agreement and the Depositor under such Sale and Servicing Agreement and would create an obligation of TMCC and the Depositor to repurchase the Receivable unless the breach is cured.  See “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables”.

Servicemembers’ Civil Relief Act

Under the Servicemembers’ Civil Relief Act, as amended, an Obligor who enters the military service after the origination of such Obligor’s Receivable (including an Obligor who is a member of the National Guard or is in reserve status at the time of the origination of the Obligor’s Receivable and is later called to active duty) may not be charged interest above an annual rate of 6% during the period of such Obligor’s active duty status, unless a court orders otherwise upon application of the lender.  In addition, some states, including California, allow members of the National Guard to extend payments on any contract obligation if called into active service by the Governor for a period exceeding 7 days.  It is possible that the foregoing could have an effect on the ability of the Servicer to collect the full amount of interest owing on certain of the Receivables.  In addit ion, the Servicemembers’ Relief Act, as amended, and the laws of some states, including California, New York and New Jersey, impose limitations that would impair the ability of the Servicer to repossess an affected Receivable during the Obligor’s period of active duty status.  Thus, in the event that such a Receivable goes into default, there may be delays and losses occasioned by the inability to exercise the Trust’s rights with respect to the related Financed Vehicle in a timely fashion.

Any such shortfall, to the extent not covered by amounts payable to the Securityholders from amounts on deposit in the related Reserve Fund or from coverage provided under any other credit enhancement mechanism, could result in losses to the Securityholders.

Forfeiture for Drug, RICO and Money Laundering Violations

Federal law provides that property purchased or improved with assets derived from criminal activity or otherwise tainted, or used in the commission of certain offenses can be seized and ordered forfeited to the United States of America.  The offenses that can trigger such a seizure and forfeiture include, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the Bank Secrecy Act, the anti-money laundering laws and regulations, including the USA Patriot Act of 2001 and the regulations issued pursuant thereto, as well as the narcotic drug laws.  In many instances, the United States may seize the property even before a conviction occurs.

Other Limitations

In addition to the laws limiting or prohibiting deficiency judgments, numerous other statutory provisions, including federal bankruptcy laws and related state laws, may interfere with or affect the ability of a secured party to realize upon collateral or to enforce a deficiency judgment.  For example, in a Chapter 13 proceeding under the federal bankruptcy law, a court may prevent a creditor from repossessing a vehicle and, as part of the rehabilitation plan, reduce the amount of the secured indebtedness to the market value of the vehicle at the time of bankruptcy (as determined by the court), leaving the creditor as a general unsecured creditor for the remainder of the indebtedness.  A bankruptcy court may also reduce the monthly payments due under a contract or change the rate of interest and time of repayment of the indebtedness.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of the Notes and the Certificates of any series, to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of tax counsel to each trust with respect to the related series on the material matters associated with those consequences, subject to the qualifications set forth in this Prospectus.  “Tax Counsel” with respect to each trust will be specified in the related Prospectus Supplement.  The discussion does not purport to deal with federal income tax consequences applicable to all categories of investors, some of which may be subject to special rules and does not address which forms should be used to report information related to Notes and Certificates to the Internal Revenue Service, which we refe r to in this Prospectus as the “IRS”.  For example, it does not discuss the tax treatment of Noteholders or Certificateholders that are insurance companies, regulated investment companies or dealers in securities.  Moreover, there are no cases or Internal Revenue Service rulings on similar transactions involving both debt and equity interests issued by a trust with terms similar to those of the notes and the certificates.  As a result, the IRS may disagree with all or a part of the discussion below.  It is suggested that prospective investors consult their own tax advisors in determining the federal, state, local, foreign and any other tax consequences to them of the purchase, ownership and disposition of the Notes and the Certificates.

The following discussion is based upon current provisions of the Code, the Treasury regulations promulgated under the Code and judicial or ruling authority, all of which are subject to change, which change may be retroactive.  Each trust will be provided with an opinion of Tax Counsel regarding the federal income tax matters discussed below.

An opinion of Tax Counsel, however, is not binding on the IRS or the courts.  No ruling on any of the issues discussed below will be sought from the IRS.  For purposes of the following discussion, references to the Trust, the Notes, the Certificates and related terms, parties and documents shall be deemed to refer to each Trust and the Notes, Certificates and related terms, parties and documents applicable to that Trust.  

Tax Characterization of the Trust

The following discussion of the material anticipated federal income tax consequences of the purchase, ownership and disposition of the Notes and the Certificates of a trust nominally referred to as an “owner trust” in the related Prospectus Supplement (an “Owner Trust”), to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of Tax Counsel to each Owner Trust with respect to the related series on the material matters associated with those consequences, subject to the qualifications set forth in this Prospectus.  In addition, Tax Counsel has prepared or reviewed the statements in this Prospectus under the heading “Material Income Tax Consequences—Tax Treatment of Owner Trusts,” and is of the opinion that those statements are correct in all material respects.  Those statements are intended as an e xplanatory discussion of the related tax matters affecting investors, but do not purport to furnish information in the level of detail or with the attention to an investor’s specific tax circumstances that would be provided by an investor’s own tax advisor.  Accordingly, it is suggested that each investor consult its own tax advisor with regard to the tax consequences to it of investing in Notes or Certificates.

Tax Counsel will deliver its opinion that an Owner Trust will not be an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes.  This opinion will be based on the assumption that the terms of the Transfer and Servicing Agreement will be complied with, and on Tax Counsel’s conclusion that the nature of the income of the Trust will exempt it from the rule that some publicly traded partnerships are taxable as corporations.

If the Owner Trust were taxable as a corporation for federal income tax purposes, the Trust would be subject to corporate income tax on its taxable income.  The Trust’s taxable income would include all its income on the Receivables, possibly reduced by its interest expense on the Notes.  Any corporate income tax could materially reduce cash available to make payments on the Notes and the Certificates.

Tax Consequences to Owners of the Notes

Treatment of the Notes as Indebtedness.  The Depositor and any Noteholders will agree, and the beneficial owners of the Notes (which we refer to in this Prospectus Supplement as the “Note Owners”) will agree by their purchase of Notes, to treat the Notes as debt for federal income tax purposes.  Except as otherwise provided in the related Prospectus Supplement, Tax Counsel will deliver its opinion that the Notes will be classified as debt for federal income tax purposes.  The discussion below assumes this characterization of the Notes is correct.

OID, Etc.  The discussion below assumes that all payments on the Notes are denominated in U.S. dollars, and that the Notes are not Strip Notes.  Moreover, the discussion assumes that the interest formula for the Notes meets the requirements for “qualified stated interest” under Treasury regulations (the “OID regulations”) relating to original issue discount (“OID”), and that any OID on the Notes (i.e., any excess of the principal amount of the Notes over their issue price) does not exceed a de minimis amount (i.e., 0.25% of their principal amount multiplied by the number of full years included in determining their term), all within the meaning of the OID regulations.  In determining whether any OID on the Notes is de minimis, the Depositor expects to use a reasonable assumption regarding prepayments (a “Prepayment Assumption”) to d etermine the weighted average maturity of the Notes.  If these conditions are not satisfied with respect to any given series of Notes, additional tax considerations with respect to those Notes will be disclosed in the related Prospectus Supplement.

Interest Income on the Notes.  Based on the above assumptions, except as discussed in the following paragraph, the Notes will not be considered issued with OID.  The stated interest on the Notes will be taxable to a Note Owner as ordinary interest income when received or accrued in accordance with that Note Owner’s method of tax accounting.  Under the OID regulations, the Note Owner of a Note issued with a de minimis amount of OID must include that OID in income, on a pro rata basis, as principal payments are made on the Note.  Subject to a statutorily defined de minimis rule for market discount and a required election for premium, absent an exception based on a taxpayer’s unique circumstances, a purchaser who buys a Note for more or less than its principal amount will be subject, respectively, to the premium amortization or market discount rules of the Co de.

The Note Owner of a Note that has a fixed maturity date of not more than one year from the issue date of that note (a “Short-Term Note”) may be subject to special rules.  An accrual basis Note Owner of a Short-Term Note (and some cash method Note Owners, including regulated investment companies, as set forth in Section 1281 of the Code) is required to report interest income as interest accrues on a straight-line basis or under a constant yield method over the term of each interest period.  Other cash basis Note Owners of a Short-Term Note are required to report interest income as interest is paid (or, if earlier, upon the taxable disposition of the Short-Term Note).  However, a cash basis Note Owner of a Short-Term Note reporting interest income as it is paid may be required to defer a portion of any interest expense otherwise deductible on indebtedness incurred to pu rchase or carry the Short-Term Note until the taxable disposition of the Short-Term Note.  A cash basis Note Owner that is not required to report interest income as it accrues under Section 1281 may elect to accrue interest income on all nongovernment debt obligations with a term of one year or less, in which case the Note Owner would not be subject to the interest expense deferral rule referred to in the preceding sentence.  Certain special rules apply if a Short-Term Note is purchased for more or less than its principal amount.

Sale or Other Disposition.  If a Note Owner sells a Note, the Note Owner will recognize gain or loss in an amount equal to the difference between the amount realized on the sale and the Note Owner’s adjusted tax basis in the Note.  The adjusted tax basis of a Note to a particular Note Owner will equal the Note Owner’s cost for the Note, increased by any market discount, acquisition discount and OID previously included in income by that Note Owner with respect to the note and decreased by the amount of bond premium, if any, previously amortized and by the amount of payments of principal and OID previously received by that Note Owner with respect to that Note.  Any gain or loss, and any gain or loss recognized on a prepayment of the Notes, will be capital gain or loss if the Note was held as a capital asset, except for gain representing accrued interest and accru ed market discount not previously included in income.  Except for an annual $3,000 exception applicable to individuals, capital losses may be used only to offset capital gains or gains treated as capital gains.

Foreign Owners.  Interest paid (or accrued) to a Note Owner who is not a U.S. Person (a “Foreign Owner”) will be considered “portfolio interest,” and not subject to United States federal income tax and withholding tax if the interest is not effectively connected with the conduct of a trade or business within the United States by the Foreign Owner and:

1.

the Foreign Owner is not actually or constructively a “10 percent shareholder” of the trust or the depositor (including a holder of 10% or more of the outstanding certificates issued by the trust) or a “controlled foreign corporation” with respect to which the trust or the depositor is a “related person” within the meaning of the Code;

2.

the Foreign Owner is not a bank receiving interest described in Section 881(c)(3)(A) of the Code;

3.

the interest is not contingent interest described in Section 871(h)(4) of the Code; and

4.

the Foreign Owner does not bear specified relationships to any certificateholder.

To qualify for the exemption from taxation, the Foreign Owner must provide the applicable trustee or other person who is otherwise required to withhold U.S. tax with respect to the notes with an appropriate statement (on Form W-8BEN or a similar form), signed under penalty of perjury, certifying that the Note Owner is a Foreign Owner and providing the Foreign Owner’s name and address.  If a note is held through a securities clearing organization or other financial institution, the organization or may provide the relevant signed statement to the withholding agent; in that case, however, the Foreign Owner must provide the security clearing organization or other financial institution with a Form W-8BEN or similar form.  The Foreign Owner must notify the person to whom it provided the Form W-8BEN or similar form of any changes to the information on the Form W-8BEN or similar form w ithin 30 days of that change.  If interest paid to a Foreign Owner is not considered portfolio interest, then it will be subject to United States federal income and withholding tax at a rate of 30 percent, unless reduced or eliminated pursuant to an applicable tax treaty.  In order to claim the benefit of any applicable tax treaty, the Foreign Owner must provide the applicable trustee or other person who is required to withhold U.S. tax with respect to the notes with an appropriate statement (on Form W-8BEN or a similar form), signed under penalties of perjury, certifying that the Foreign Owner is entitled to benefits under the treaty.

Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a Note by a Foreign Owner will be exempt from United States federal income and withholding tax, provided that (1) the gain is not effectively connected with the conduct of a trade or business in the United States by the Foreign Owner and (2) in the case of an individual Foreign Owner, the Foreign Owner is not present in the United States for 183 days or more during the taxable year of disposition.

As used in this Prospectus, a “U.S. Person” means:

1.

a citizen or resident of the United States;

2.

an entity treated as a corporation or a partnership for United States federal income tax purpose created or organized under the laws of the United States, any state thereof, or the District of Columbia;

3.

an estate, the income of which from sources outside the United States is includible in gross income for federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States; or

4.

a trust if (a) a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust or (b) such trust was in existence on August 20, 1996 and is eligible to elect, and has made a valid election, to be treated as a U.S. Person despite not meeting the requirements of clause (a).

Backup Withholding.  Each Note Owner (other than an exempt Note Owner such as a corporation, tax-exempt organization, qualified pension and profit- sharing trust, individual retirement account or nonresident alien who provides certification as to status as a nonresident) will be required to provide, under penalties of perjury, a certificate (on Form W-9) providing the Note Owner’s name, address, correct federal taxpayer identification number and a statement that the Note Owner is not subject to backup withholding.  Should a nonexempt Note Owner fail to provide the required certification, amounts otherwise payable to the Note Owner may be subject to backup withholding tax, and the trust will be required to withhold and remit the withheld amount to the IRS.  Any such amount withheld would be credited against the Note Owner’s federal income tax liability.

Possible Alternative Treatments of the Notes.  If, contrary to the opinion of Tax Counsel, the IRS successfully asserted that one or more of the notes did not represent debt for federal income tax purposes, the notes might be treated as equity interests in the trust.  If so treated, the trust might be taxable as a corporation with the adverse consequences described above (and the taxable corporation would not be able to reduce its taxable income by deductions for interest expense on notes recharacterized as equity).  Alternatively, and most likely in the view of Tax Counsel, the trust might be treated as a partnership (including a publicly traded partnership) that would not be taxable as a corporation.  Nonetheless, treatment of the notes as equity interests in a publicly traded partnership could have adverse tax consequences to some Note Owners.  For example, income to some tax-exempt entities (including pension funds) may be “unrelated business taxable income,” income to Foreign Owners may be subject to U.S. income tax and withholding taxes and cause Foreign Owners to be subject to U.S. tax return filing and withholding requirements, and individual Note Owners might be subject to some limitations on their ability to deduct their share of trust expenses.

Reportable Transactions. Pursuant to recently enacted legislation, a penalty in the amount of $10,000 in the case of a natural person and $50,000 in any other case is imposed on any taxpayer that fails to timely file an information return with the IRS with respect to a "reportable transaction" (as defined in Section 6011 of the Code). The rules defining "reportable transactions" are complex, but include (and are not limited to) transactions that result in certain losses that exceed threshold amounts. Prospective investors are advised to consult their own tax advisers regarding any possible disclosure obligations in light of their particular circumstances.

CERTAIN STATE TAX CONSEQUENCES

The above discussion does not address the tax treatment of any Owner Trust, Notes or Note Owners under any state or local tax laws.  The activities to be undertaken by the Servicer in servicing and collecting the Receivables will take place in various states and, therefore, many different state and local tax regimes potentially apply to different portions of these transactions.  Prospective investors are urged to consult with their tax advisors regarding the state and local tax treatment of any Owner Trust as well as any state and local tax consequences for them purchasing, holding and disposing of Notes or Certificates.

The federal and state tax discussions set forth above are included for general information only and may not be applicable depending upon your particular tax situation.  You should consult your tax advisor with respect to the tax consequences to you of the purchase, ownership and disposition of notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

ERISA CONSIDERATIONS

Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and Section 4975 of the Code prohibit a pension, profit sharing or other employee benefit plan, as well as individual retirement accounts and certain types of Keogh Plans (each a “Benefit Plan”), from engaging in certain transactions involving “plan assets” with persons that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to such Benefit Plan.  ERISA also imposes certain duties on persons who are fiduciaries of Benefit Plans subject to ERISA and prohibits certain transactions between a Benefit Plan and parties in interest with respect to such Benefit Plans.  Under ERISA, any person who exercises any authority or control with respect to the management or disposition of the assets of a Benefit Plan is considered to be a fiduciary of such Benefit Plan (subject to certain exceptions not here relevant).  A violation of these “prohibited transaction” rules may result in an excise tax or other penalties and liabilities under ERISA and the Code for such persons.  

Certain transactions involving a Trust might be deemed to constitute prohibited transactions under ERISA and the Code with respect to a Benefit Plan that purchased Notes or Certificates if assets of the Trust were deemed to be assets of the Benefit Plan.  Under a regulation issued by the United States Department of Labor (the “Plan Assets Regulation”), the assets of a Trust would be treated as plan assets of a Benefit Plan for the purposes of ERISA and the Code only if the Benefit Plan acquired an “equity interest” in the Trust and none of the exceptions contained in the Plan Assets Regulation was applicable.  An equity interest is defined under the Plan Assets Regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features.  The likely treatment in this context of Notes and Certif icates of a given series will be discussed in the related Prospectus Supplement.  

Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements nor to Section 4975 of the Code.  However, governmental plans may be subject to state or local laws that impose similar requirements.  In addition, governmental plans and church plans that are “qualified” under Section 401(a) of the code are subject to restrictions with respect to prohibited transactions under Section 503(a)(1)(B) of the Code, the sanction for violation being loss of “qualified” status.  

Due to the complexities of the “prohibited transaction” rules and the penalties imposed upon persons involved in prohibited transactions, it is important that the fiduciary of any Benefit Plan considering the purchase of Securities consult with its tax and/or legal advisors regarding whether the assets of the related Trust would be considered plan assets, the possibility of exemptive relief from the prohibited transaction rules and other issues and their potential consequences.  

PLAN OF DISTRIBUTION

On the terms and conditions set forth in an underwriting agreement with respect to the Notes (the “Underwriting Agreement”), the Depositor will agree to cause the related Trust to sell to the underwriters named in the related Underwriting Agreement and in the related Prospectus Supplement, and each of such underwriters will severally agree to purchase, the principal amount of each class of Notes of the related series set forth in the related Underwriting Agreement and in the related Prospectus Supplement.  

In the Underwriting Agreement with respect to any given series of Securities, the several underwriters will agree, subject to the terms and conditions set forth in the related Underwriting Agreement, to purchase all the Notes described in such Underwriting Agreement which are offered hereby and by the related Prospectus Supplement if any of such Notes are purchased.  

Each Prospectus Supplement will either (i) set forth the price at which each class of Notes being offered by such Prospectus Supplement will be offered to the public and any concessions that may be offered to certain dealers participating in the offering of such Notes or (ii) specify that the related Notes are to be resold by the underwriters in negotiated transactions at varying prices to be determined at the time of such sale.  After the initial public offering of any such Notes, such public offering prices and such concessions may be changed.

Each Underwriting Agreement will provide that TMCC and the Depositor will indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act, or contribute to payments the several underwriters may be required to make in respect of such civil liabilities.  

Each Trust may, from time to time, invest the funds in its Trust Accounts in Eligible Investments acquired from such underwriters or from the Depositor.  

Pursuant to each Underwriting Agreement with respect to a given series of Notes, the closing of the sale of any class of Notes subject to such Underwriting Agreement will be conditioned on the closing of the sale of all other such classes of Notes of that series.  

The place and time of delivery for the Securities in respect of which this Prospectus is delivered will be set forth in the related Prospectus Supplement.  

LEGAL OPINIONS

Certain legal matters relating to the Securities of any series will be passed upon for the related Trust, the Depositor and the Servicer by McKee Nelson LLP.  In addition, certain United States federal income tax and other matters will be passed upon for the related Trust by McKee Nelson LLP.  

EXPERTS

If the Trust invests in demand notes issued by TMCC, the financial statements of TMCC included in TMCC’s Annual Reports on Form 10-K for the years ended March 31, 2006, March 31, 2005, March 31, 2004, March 31, 2003 and March 31, 2002 will be incorporated by reference in this Prospectus in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

If the Trust does not invest in demand notes issued by TMCC, the financial statements and unaudited financial information of TMCC will not be incorporated by reference in this Prospectus.  In such an event, neither PricewaterhouseCoopers LLP nor TMCC will be subject to the liability provisions of section 11 of the Securities Act for the financial statements appearing in TMCC’s Annual Reports on Form 10-K for the years ended March 31, 2006, March 31, 2005, March 31, 2004, March 31, 2003 and March 31, 2002 or for PricewaterhouseCoopers’ reports on the unaudited consolidated financial information of TMCC because those financial statements and reports are not a “report” or a “part” of the registration statement.

INDEX OF DEFINED TERMS

Page

1992 Master Agreement

55

Actuarial Receivables

12

APR

13

Base Rate

23

Business Day

23

Calculation Agent

24

Calculation Date

25

CD Rate Determination Date

25

Certificate Balance

16

Certificate Pool Factor

16

Certificateholder

21

Certificates

8

class

21

Commercial Paper Rate

25

Commercial Paper Rate Security

23

credit enhancement

5

Cutoff Date

8

Dealer Agreements

8

Dealers

8

disregarded entity

7

DTC Participants

17

Federal Funds Rate

26

Federal Funds Rate Determination Date

26

Federal Funds Rate Security

23

financed vehicles

3

Fixed Rate Securities

22

Floating Rate Securities

22

Foreign Owner

67

H.15 Daily Update

23

H.15(519)

23

Index Maturity

23

Initial Certificate Balance

16

Interest Rate

17

Interest Reset Date

23

Interest Reset Period

23

LIBOR Security

23

Note Pool Factor

15

noteholder

7

Noteholder

16

Notes

8

obligors

3

Obligors

8

owner trust

7

Pass Through Rate

22

Payment Date

17

Prospectus Supplement

8

receivables

3

Receivables

8

Receivables Pool

8

Receivables Purchase Agreement

12

Required Rate

44

Required Yield Maintenance Amount

45

Sale and Servicing Agreement

8

SEC

11

Securities

8

Securities Act

11

securityholder

7

Securityholders

11

Servicer

9

Simple Interest Receivables

12

Spread Multiplier

23

Strip Notes

17

TAFR LLC

9

TARGET system

24

TMCC

9

TMCC Demand Notes

4

Trust

8

U.S. Person

67

Underwriting Agreements

79

Warranty Purchase Payment

38

Warranty Receivable

38

weighted average life

14

Yield Maintenance Account

44

Yield Maintenance Agreement

45

Yield Maintenance Deposit

45

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

The following is an itemized list of the estimated expenses to be incurred in connection with the offering of the securities being offered hereunder other than underwriting discounts and commissions:

Registration Fee	$107
Blue Sky Fees and Expenses	$40,500
Printing Expenses	$189,000
Trustee Fees and Expenses	$176,400
Legal Fees and Expenses	$810,000
Accounting Fees and Expenses	$378,000
Rating Agencies’ Fees	$1,107,000
Miscellaneous	$58,500
Total	$2,759,507

Item 15.  Indemnification of Directors and Officers.

Toyota Motor Credit Corporation ("TMCC") was incorporated as a California corporation. Section 317 of the California Corporations Code authorizes a corporation to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that such person is or was an officer or director of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful.

Toyota Auto Finance Receivables LLC ("TAFR LLC") was organized as a Delaware limited liability company. Section 18-108 of the Delaware Limited Liability Company Act authorizes a limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

TMCC's Bylaws authorize TMCC to indemnify their officers and directors to the maximum extent permitted by the California Corporations Codes. TAFR LLC's limited liability company agreement authorizes TAFR LLC to indemnify its members and managers to the maximum extent permitted by the Delaware Limited Liability Company Act; however, if TAFR LLC has outstanding any securities rated by a rating agency, its indemnification obligations shall be fully subordinated to payments of amounts then due on the rated securities and, in any case, (x) nonrecourse to TAFR LLC's assets pledged to secure the rated securities and (y) not constitute a claim against TAFR LLC to the that it does not have funds sufficient to pay the indemnification obligations.

Item 16.  Exhibits

1.1

Form of Underwriting Agreement*

4.1

Form of Trust Agreement between the Registrant and the Owner Trustee

4.2

Form of Indenture between the Trust and the Indenture Trustee

4.3

Form of Sale and Servicing Agreement among the Registrant, the Servicer and the Owner Trust

4.5

Form of Receivables Purchase Agreement between TMCC and the Registrant*

4.6

Form of Administration Agreement among the Trust, the Administrator, the Indenture Trustee and the Owner Trustee

4.7

Form of Demand Note Indenture between TMCC and the Demand Note Indenture Trustee*

4.8

Form of ISDA Master Agreement between TMCC and the Trust*

4.9

Form of Revolving Liquidity Note between TMCC and the Trust*

5.1

Opinion of McKee Nelson LLP with respect to legality

8.1

Opinion of McKee Nelson LLP with respect to tax matters

23.1

Consent of McKee Nelson LLP (included as part of Exhibits 5.1 and 8.1)

23.2

Consent of PricewaterhouseCoopers LLP****

24.1

Power of Attorney of Directors and Officers of the Registrant*

25.1a

Statement of Eligibility on Form T-1 of U.S. Bank National Association as possible Trustee under the Indenture***

25.1b

Statement of Eligibility on Form T-1 of The Bank of New York as possible Trustee under the Indenture***

25.2a

Statement of Eligibility on Form T-1 of U.S. Bank National Association as possible Trustee under the Demand Note Indenture***

25.2b

Statement of Eligibility on Form T-1 of The Bank of New York as possible Trustee under the Demand Note Indenture***

----------

*      Previously filed; incorporated by reference

**    Included on signature pages commencing on page II-7.

***  To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act at the time of an offering of debt securities.

****  To be filed at the time of an offering of demand notes.

Item 17.  Undertakings

(a)    As to Rule 415: The undersigned registrant hereby undertakes:

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.  Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change of such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S-3, and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB.

(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial "bona fide" offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned undertakes that in a primary offering of securities of the undersigned pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned or used or referred to by the undersigned;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned or its securities provided by or on behalf of the undersigned; and

(iv)

Any other communication that is an offer in the offering made by the undersigned to the purchaser.

(5) 

That, for the purpose of determining liability under the Securities Act to any purchaser:

If the registrant is relying on Rule 430B of the Securities Act:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) of the Securities Act shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) of the Securities Act as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) of the Securities Act for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the off ering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(b)    As to documents subsequently filed that are incorporated by reference: The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial "bona fide" offering thereof.

(c)    As to indemnification: Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in t he opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

(d)    As to Rule 430A: The undersigned registrant hereby undertakes that:

(1)    For the purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus files as part of the registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)    For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial "bona fide" offering thereof.

(e)

Undertaking in respect of qualification of Indentures under the Trust Indenture Act of 1939.

The Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act of 1939.

(f)  

The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(g)  The registrant hereby undertakes that, except as otherwise provided by Item 1105 of Regulation AB, information provided in response to that Item pursuant to Rule 312 of Regulation S-T through the specified Internet address in the prospectus is deemed to be a part of the prospectus included in the registration statement.  In addition, the Registrant hereby undertakes to provide to any person without charge, upon request, a copy of the information provided in response to Item 1105 of Regulation AB pursuant to Rule 312 of Regulation S-T through the specified Internet address as of the date of the prospectus included in this Registration Statement if a subsequent update or change is made to the information.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3/A and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on June 29, 2006.

TOYOTA MOTOR CREDIT CORPORATION

    (solely as issuer of the Demand Notes)

By: /s/ George Borst_____

Name: George Borst

Title:   President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
__/s/ George Borst____________ Name: George Borst	Director, President and Chief Executive Officer of TMCC (principal executive officer)	June 29, 2006
*_____________________ Name: Tadashi Nagashino	Director, Executive Vice President and Treasurer (principal financial officer)	June ___, 2006
*_____________________ Name: David Pelliccioni	Director, Group Vice President and Secretary of TMCC	June ___, 2006
*_____________________ Name: Yukitoshi Funo	Director of TMCC	June ___, 2006
*_____________________ Name: Hideto Ozaki	Director of TMCC	June ___, 2006
*_____________________ Name: James Press	Director of TMCC	June ___, 2006
*_____________________ Name: Takeshi Suzuki	Director of TMCC	June ___, 2006

*  By:  __/s/ George Borst____________________
             Geroge Borst

Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3/A and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on June 29, 2006.

TOYOTA AUTO FINANCE RECEIVABLES LLC

    (Registrant)

By: /s/ Christopher Ballinger

Name: Christopher Ballinger

Title:   President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the  Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Christopher Ballinger Name: Christopher Ballinger	Manager, President (principal executive officer)	June 29, 2006
*_____________________ Name: Tadashi Nagashino	Manager, Chief Financial Officer  (principal accounting officer)	June ___, 2006
*_____________________ Name: Stephen Howard	Manager and Secretary	June ___, 2006
*_____________________ Name: James O’Neill	Manager	June ___, 2006
*_____________________ Name: Ruth Lavelle	Manager	June ___, 2006

*  By: /s/ Christopher Ballinger
           Christopher Ballinger

Attorney-in-fact

 EXHIBIT INDEX

1.1

Form of Underwriting Agreement*

4.1

Form of Trust Agreement between the Registrant and the Owner Trustee

4.2

Form of Indenture between the Trust and the Indenture Trustee

4.3

Form of Sale and Servicing Agreement among the Registrant, the Servicer and the Owner Trust

4.5

Form of Receivables Purchase Agreement between TMCC and the Registrant*

4.6

Form of Administration Agreement among the Trust, the Administrator, the Indenture Trustee and the Owner Trustee

4.7

Form of Demand Note Indenture between TMCC and the Demand Note Indenture Trustee*

4.8

Form of ISDA Master Agreement between TMCC and the Trust*

4.9

Form of Revolving Liquidity Note between TMCC and the Trust*

5.1

Opinion of McKee Nelson LLP with respect to legality

8.1

Opinion of McKee Nelson LLP with respect to tax matters

23.1

Consent of McKee Nelson LLP (included as part of Exhibits 5.1 and 8.1)

23.2

Consent of PricewaterhouseCoopers LLP****

24.1

Power of Attorney of Directors and Officers of the Registrant*

25.1a

Statement of Eligibility on Form T-1 of U.S. Bank National Association as possible Trustee under the Indenture***

25.1b

Statement of Eligibility on Form T-1 of The Bank of New York as possible Trustee under the Indenture***

25.2a

Statement of Eligibility on Form T-1 of U.S. Bank National Association as possible Trustee under the Demand Note Indenture***

25.2b

Statement of Eligibility on Form T-1 of The Bank of New York as possible Trustee under the Demand Note Indenture***

----------

*      Previously filed; incorporated by reference

**    Included on signature pages commencing on page II-7.

***  To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act at the time of an offering of debt securities.

****  To be filed at the time of an offering of demand notes.

EX-4.1

EXHIBIT 4.1

TOYOTA AUTO RECEIVABLES [___]-[_] 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 [____________]

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.01

Definitions

1

Section 1.02

Usage of Terms

4

ARTICLE II

CREATION OF TRUST

Section 2.01

Creation of Trust

4

Section 2.02

Office

4

Section 2.03

Purposes and Powers

5

Section 2.04

Power of Attorney

5

Section 2.05

Declaration of Trust

6

Section 2.06

Liability of the Certificateholder and TMCC

6

Section 2.07

Title to Trust Property

6

Section 2.08

Situs of Trust

6

Section 2.09

Representations and Warranties of the Depositor

7

Section 2.10

Federal Income Tax Allocations

8

ARTICLE III

CERTIFICATE

Section 3.01

The Certificate

8

Section 3.02

Authentication of the Certificate

8

Section 3.03

Transfer Restriction

9

Section 3.04

Mutilated, Destroyed, Lost or Stolen Certificate

9

Section 3.05

Maintenance of Office or Agency

9

Section 3.06

Appointment of Paying Agent

9

ARTICLE IV

ACTIONS BY OWNER TRUSTEE OR THE CERTIFICATEHOLDER

Section 4.01

Prior Notice to the Certificateholder with Respect to Certain Matters

10

Section 4.02

Action by the Certificateholder with Respect to Certain Matters

11

Section 4.03

Action with Respect to Bankruptcy

11

Section 4.04

Restrictions on the Certificateholder’s Power

11

ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01

Establishment of Collection Account and Payahead Account

11

Section 5.02

Application of Amounts in Trust Accounts

12

Section 5.03

Method of Payment

13

Section 5.04

Accounting and Reports to the Noteholders, the Certificateholder, the Internal

Revenue Service and Others

13

Section 5.05

Signature on Returns; Tax Matters Partner

13

ARTICLE VI

AUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.01

General Authority

14

Section 6.02

General Duties

14

Section 6.03

Duties of Owner Trustee

14

Section 6.04

No Duties Except as Specified in this Agreement or in Instructions

16

Section 6.05

No Action Except Under Specified Documents or Instructions

16

Section 6.06

Restrictions

16

ARTICLE VII

CONCERNING THE OWNER TRUSTEE

Section 7.01

Rights of Owner Trustee

17

Section 7.02

Furnishing of Documents

18

Section 7.03

Representations and Warranties

18

Section 7.04

Reliance; Advice of Counsel

18

Section 7.05

Not Acting in Individual Capacity

19

Section 7.06

Owner Trustee Not Liable for the Certificate or Receivables

19

Section 7.07

Owner Trustee May Own the Notes

20

Section 7.08

Sales Finance Company Licenses

20

ARTICLE VIII

COMPENSATION OF OWNER TRUSTEE

Section 8.01

Owner Trustee’s Fees and Expenses

20

Section 8.02

Indemnification

20

Section 8.03

Payments to the Owner Trustee

21

ARTICLE IX

TERMINATION OF TRUST AGREEMENT

Section 9.01

Termination of Trust Agreement

21

ARTICLE X

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 10.01

Eligibility Requirements for Owner Trustee

23

Section 10.02

Resignation or Removal of Owner Trustee

23

Section 10.03

Successor Owner Trustee

23

Section 10.04

Merger or Consolidation of Owner Trustee

24

Section 10.05

Appointment of Co-Trustee or Separate Trustee

24

Section 10.06

Power of Attorney for Co-Trustee or Separate Trustee

25

ARTICLE XI

MISCELLANEOUS

Section 11.01

Supplements and Amendments

25

Section 11.02

No Legal Title to Owner Trust Estate in the Certificateholder

27

Section 11.03

Limitations on Rights of Others

27

Section 11.04

Notices

27

Section 11.05

Severability

28

Section 11.06

Counterparts

28

Section 11.07

Successors and Assigns

28

Section 11.08

No Petition

28

Section 11.09

No Recourse

28

Section 11.10

Headings

28

Section 11.11

Governing Law

29

Section 11.12

TMCC Payment Obligation

29

ARTICLE XII

COMPLIANCE WITH REGULATION AB

Section 12.01

Intent of Parties; Reasonableness

29

EXHIBITS

EXHIBIT A

Form of Certificate

A-1

AMENDED AND RESTATED TRUST AGREEMENT DATED AS OF [___________], BY AND BETWEEN TOYOTA AUTO FINANCE RECEIVABLES LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS DEPOSITOR, AND [______________], A [NATIONAL BANKING ASSOCIATION], AS OWNER TRUSTEE, AMENDING AND RESTATING IN ITS ENTIRETY THE TRUST AGREEMENT DATED AS OF [________], BY AND BETWEEN TOYOTA AUTO FINANCE RECEIVABLES LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS DEPOSITOR, AND [______________], A [NATIONAL BANKING ASSOCIATION], AS OWNER TRUSTEE, AND HEREIN REFERRED TO AS THE “TRUST AGREEMENT” OR THIS “AGREEMENT.”

IN CONSIDERATION of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01

Definitions.  Except as otherwise specified herein or if the context may otherwise require, capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Sale and Servicing Agreement and the Indenture for all purposes of this Trust Agreement.  Except as otherwise provided in this Agreement, whenever used herein the following words and phrases, unless the context otherwise requires, shall have the following meanings:

“Administration Agreement” means the Administration Agreement dated as of [____________], by and between the Trust as issuer, TMCC as Administrator, the Indenture Trustee and the Owner Trustee pursuant to which TMCC undertakes to perform certain of the duties and obligations of the Trust and the Owner Trustee hereunder, under the Sale and Servicing Agreement and under the Indenture.

“Administrator” means TMCC acting in its capacity as Administrator under the Administration Agreement.

“Agreement” means this Amended and Restated Trust Agreement, as the same may be amended and supplemented from time to time.

[“Assignment Agreement” means the Assignment of Swap Agreement dated as of [___________], by and among the Trust, the Indenture Trustee and the Swap Counterparty.]

“Basic Documents” means the Receivables Purchase Agreement, this Agreement, the Certificate of Trust, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, [the Revolving Liquidity Note Agreement, the Revolving Liquidity Note], the Securities Account Control Agreement and the other documents and certificates delivered in connection herewith and therewith.  

“Certificate” means a certificate evidencing the Subordinated Seller’s Interest, substantially in the form attached hereto as Exhibit A.

“Certificate of Trust” means the Certificate of Trust filed with respect to the formation of the Trust pursuant to Section 3810(a) of the Statutory Trust Statute, as amended, corrected or restated from time to time.

“Certificateholder” or “Holder” means, initially, TAFR LLC, as holder of the Subordinated Seller’s Interest.

“Code” means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

“Corporate Trust Office” means, with respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee located at [_________]; or at such other address as the Owner Trustee may designate by notice to the Certificateholder, or the principal corporate trust office of any successor Owner Trustee (the address of which the successor Owner Trustee will notify the Certificateholder).

“Depositor” means TAFR LLC in its capacity as depositor hereunder.

“Expenses” shall have the meaning assigned to such term in Section 8.02.

“Indenture” means the Indenture dated as of [_________], entered into between the Trust and [___________], a [________] banking institution, the Indenture Trustee named therein, pursuant to which a series of Notes are issued.

[“Interest Rate Swap Agreement” means the [1992] ISDA Master Agreement dated as of [__________] (the “[1992] ISDA Master Agreement”), including all schedules and confirmations thereto, between the Issuer and the Swap Counterparty, as the same may be amended, supplemented, renewed, extended or replaced from time to time.]

“Non-U.S. Person” means any Person who is not (i) a citizen or resident of the United States who is a natural person, (ii) a corporation or partnership (or an entity treated as a corporation or partnership) organized in or under the laws of the United States or any state thereof, including the District of Columbia (unless, in the case of a partnership, Treasury Regulations are adopted that provide otherwise), (iii) an estate, the income of which is subject to United States Federal income taxation, regardless of its source or (iv) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as such term is defined in the Code and Treasury Regulations) have the authority to control all substantial decisions of the trust; except that, to the extent provided in Treasury Regulations, cert ain trusts in existence prior to August 20, 1996 which elected to be treated as United States Persons prior to such date also shall be U.S. Persons.

“Notes” means the notes issued by the Trust pursuant to the Indenture, having the payment and other terms set forth in such Indenture.

“Owner Trust Estate” means all right, title and interest of the Trust in and to the property and rights assigned to the Trust pursuant to Article II of the Sale and Servicing Agreement, all funds on deposit from time to time in the accounts created pursuant to Section 5.01 of the Sale and Servicing Agreement (excluding any net investment income with respect to amounts held in such accounts) and all other property of the Trust from time to time, including any rights of the Owner Trustee and the Trust pursuant to the Sale and Servicing Agreement and the Administration Agreement, and as assignee of the rights and Interests of the Depositor under the Receivables Purchase Agreement.

“Owner Trustee” means [____________], a [national banking association], not in its individual capacity but solely as Owner Trustee under this Agreement, and any successor Owner Trustee hereunder.

“Paying Agent” means any paying agent or co-paying agent appointed pursuant to Section 3.06, and shall initially be the Owner Trustee.

“Receivables Purchase Agreement” means that certain Receivables Purchase Agreement, dated as of [___________] between TMCC, as Seller, and TAFR LLC, as Purchaser of the Receivables.

“Record Date” means, with respect to the Notes of any Class and each Payment Date, the calendar day immediately preceding such Payment Date or, if Definitive Notes representing any Class of Notes have been issued, the last day of the month immediately preceding the month in which such Payment Date occurs.  Any amount stated “as of a Record Date” or “on a Record Date” shall give effect to (i) all applications of collections, and (ii) all payments and distributions to any party under this Agreement, the Indenture and the Trust Agreement or to the related Obligor, as the case may be, in each case as determined as of the opening of business on the related Record Date.

[“Revolving Liquidity Note” means the Revolving Liquidity Note issued by the Trust pursuant to the Revolving Liquidity Note Agreement.]

[“Revolving Liquidity Note Agreement” means the Revolving Liquidity Note Agreement dated as of [____________], between the Trust, as issuer of the Revolving Liquidity Note, and TMCC, as initial Holder of the Revolving Liquidity Note.]

“Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of [______________], among the Trust, TAFR LLC, as seller, and TMCC, as servicer.

“Secretary of State” means the Secretary of State of the State of Delaware.

“Securities Account Control Agreement” shall have the meaning ascribed thereto in the Sale and Servicing Agreement.

“Statutory Trust Statute” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., as the same may be amended from time to time.

“Subordinated Seller’s Interest” means a fractional undivided interest in the Trust that includes the right to payment of certain available amounts in excess of those necessary to make payments on the Notes on each Payment Date pursuant to Section 5.02(a) herein.  The Subordinated Seller's Interest shall represent the entire beneficial ownership of the Trust.

[“Swap Counterparty” shall mean Toyota Motor Credit Corporation, as swap counterparty under the Interest Rate Swap Agreement, or any successor or replacement swap counterparty from time to time under the Interest Rate Swap Agreement.]

“TAFR LLC” means Toyota Auto Finance Receivables LLC, a Delaware limited liability company, its successors and assigns.

“TMCC” means Toyota Motor Credit Corporation, a California corporation, its successors and assigns.

“Treasury Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code.  References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

“Trust” means the Toyota Auto Receivables [___]-[_] Owner Trust, formed as a Delaware statutory trust pursuant to this Agreement and the filing of the Certificate of Trust.

Section 1.02

Usage of Terms.  With respect to all terms in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; and the term “including” means “including without limitation.”

ARTICLE II

CREATION OF TRUST

Section 2.01

Creation of Trust.  There is hereby formed in accordance with the provisions of the Statutory Trust Statute, a Delaware statutory trust to be known as the Toyota Auto Receivables [____]-[_] Owner Trust.  The Owner Trustee is hereby authorized and vested with the power and authority to make and execute contracts, instruments, certificates, agreements and other writings on behalf of the Trust as set forth herein and to sue and be sued on behalf of the Trust.  The Owner Trustee does hereby accept and agree to hold in trust, for the benefit of the Certificateholder and such other Persons as may become beneficiaries hereunder from time to time, all of the Owner Trust Estate conveyed or to be conveyed to the Trust and all monies and proceeds that may be received with respect thereto, subject to the terms of this Agreement.

Section 2.02

Office.  The principal place of business of the Trust for purposes of Delaware law shall be in care of the Owner Trustee.  The Trust may establish additional offices located at such place or places inside or outside of the State of Delaware as the Owner Trustee may designate from time to time in written notice to the Certificateholder and the Servicer.  Initially, the Trust shall establish one such additional office at the offices of the Owner Trustee set forth in Section 3.05.

Section 2.03

Purposes and Powers.

(a)

The purpose of the Trust is to engage in the following activities:

(i)

to issue Notes pursuant to the Indenture and the Certificate pursuant to this Agreement;

(ii)

[to issue the Revolving Liquidity Note pursuant to the Revolving Liquidity Note Agreement;]

(iii)

to acquire the Receivables and related property from the Depositor in exchange for the Notes and the Certificate pursuant to the Sale and Servicing Agreement;

(iv)

to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing Agreement;

(v)

to enter into and perform its obligations under the Basic Documents, [the Interest Rate Swap Agreement] and the Assignment Agreement to which it is to be a party;

(vi)

to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and

(vii)

subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any.

The Trust is hereby authorized to engage in the foregoing activities.  The Trust shall not engage in any activity other than in connection with the foregoing and as required or authorized by the terms of the Basic Documents.

Section 2.04

Power of Attorney.  Pursuant to the Administration Agreement, the Owner Trustee has authorized the Administrator to perform certain of its administrative duties hereunder, including duties with respect to the management of the Owner Trust Estate, and in connection therewith hereby grants the Administrator its revocable power of attorney. The Certificateholder by its acceptance of the Certificate shall be deemed to have granted power of attorney to the Administrator for purposes of actions taken or to be taken with respect to the Certificate.

Section 2.05

Declaration of Trust.  The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholder, subject to the obligations of the Trust under the Basic Documents.  It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Statute and that this Agreement constitute the governing instrument of such statutory trust.  Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust.  At the direction of the Depositor, the Owner Trustee shall file or cause to be filed a certificate of trust for the Issuer pursuant to the Delaware Statutory Trust Statute and such amendments thereto as shall be necessary or appropriate to satisfy the purposes of this agreement and as shall be consistent with the provisions hereof.

Section 2.06

Liability of the Certificateholder and TMCC.

(a)

The Administrator shall be liable directly to and will, in accordance with the Administration Agreement and the following provisions of this Agreement, indemnify and hold harmless the Owner Trustee, any co-trustee and the Indenture Trustee for any loss, liability, claim, action, suit, cost or expense of the Trust (including Expenses, to the extent not paid out of the Owner Trust Estate) to the extent that TMCC would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which TMCC were a general partner; provided, however, that the Administrator shall not be liable for any losses incurred by the Certificateholder in the capacity of an investor in the Certificate or a Noteholder in the capacity of an investor in the Notes and will not and shall not be deemed hereby to have indemnified the Owner Trustee, the any co-trustee or Indenture Tr ustee against any loss, liability or expense resulting from such trustee’s own willful misfeasance, bad faith or negligence or by reason of a breach of representation or warranty thereof contained herein or in the Indenture, as the case may be.  In addition, any third party creditors of the Trust (other than in connection with the obligations described in the provisions in the preceding sentence for which TMCC shall not be liable) shall be deemed to be third party beneficiaries of this paragraph.

(b)

The Certificateholder shall not have any personal liability for any liability or obligation of the Trust, solely by reason of it being the Certificateholder.

Section 2.07

Title to Trust Property.  Legal title to all of the Owner Trust Estate shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.

Section 2.08

Situs of Trust.  The Trust will be located and administered in Delaware.  All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the State of Delaware or the State of New York.  The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware.  Payments will be received by the Trust only in Delaware or New York, and payments will be made by the Trust only from Delaware or New York.

Section 2.09

Representations and Warranties of the Depositor.

(a)

The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Date:

(i)

The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times and has power, authority and legal right to acquire, own and sell the Receivables.

(ii)

The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreement.

(iii)

The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action.

(iv)

This Agreement shall constitute a legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general principles of equity.

(v)

The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions or constitute (with or without notice or lapse of time) a default under any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound, nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any c ourt or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties which breach, default, conflict, lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor.

(vi)

There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notes.

Section 2.10

Federal Income Tax Allocations.  To the extent required for Federal income tax purposes, net income or net losses of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Certificateholder (to the extent not previously allocated pursuant to this clause).  The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion for the allocations to fairly reflect the economic income, gain or loss to the Certificateholder, as otherwise required by the Code.

ARTICLE III

CERTIFICATE

Section 3.01

The Certificate.  The Certificate shall be executed on behalf of the Trust by manual or facsimile signature of a Trust Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of a Trust Officer of the Owner Trustee.  The Certificate bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be a valid and binding obligation of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of the Certificate or did not hold such offices at the date of authentication and delivery of the Certificate. The Certificate may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto.

Section 3.02

Authentication of the Certificate.  Concurrently with the initial sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause to be executed, authenticated and delivered on behalf of the Trust to or upon the written order of the Depositor, the Certificate evidencing the Subordinated Seller’s Interest.  The Certificate shall not entitle its holder to any benefit under this Agreement or be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authenticating agent, by manual or facsimile signature of a Trust Officer, and such authentication shall constitute conclusive evidence, and the only evidence, that such Certificate shall have been duly authenticated and deliver ed hereunder.  The Certificate shall be dated the date of its authentication.

Section 3.03

Transfer Restriction.  The Certificate shall not be transferable by the Certificateholder to any other Person unless such transfer is a result of or in connection with a consolidation or merger of the Certificateholder with such Person.  Any other purported transfer of the Certificate or any beneficial interest therein will be deemed to be void and of no effect to the extent permitted by applicable law.

Section 3.04

Mutilated, Destroyed, Lost or Stolen Certificate.  If (a) a mutilated Certificate shall be surrendered to the Owner Trustee, or if the Owner Trustee shall receive evidence to its satisfaction of the destruction, loss or theft of the Certificate and (b) there shall be delivered to the Owner Trustee such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Certificate shall have been acquired by a bona fide purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee, or the Owner Trustee’s authenticating agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and denomination.  In connection with the issuance of any new Certificate under this Section, the Owner Trustee may re quire the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.  Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

Section 3.05

Maintenance of Office or Agency.  The Owner Trustee shall maintain in [____________], an office or offices or agency or agencies where notices and demands to or upon the Owner Trustee in respect of the Certificate and the Basic Documents may be served.  The Owner Trustee’s office located at [________________] shall be the corporate trust office for such purposes.  The Owner Trustee shall give prompt written notice to the Depositor and to the Certificateholder of any change in the location of any such office or agency.

Section 3.06

Appointment of Paying Agent.  Except during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to the Certificateholder from the Collection Account pursuant to Section 5.02 and shall report the amounts of such distributions to the Owner Trustee.  Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above.  The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect.  The Paying Agent shall initially be the Owner Trustee and any co-paying agent chosen by the Owner T rustee and acceptable to the Owner Trustee.  The Owner Trustee shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Owner Trustee.  In the event that the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company).  By executing this Agreement, the Owner Trustee hereby agrees in its capacity as Paying Agent to hold all sums, if any, held by it for payment to the Certificateholder in trust for the benefit of the Certificateholder until such sums are paid to the Certificateholder.  The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder in trust for the benefit of the Certificateholder until such sums shall be paid to such Certificateholder.  The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee.  The provisions of Sections 7.01, 7.03, 7.04, 7.05, 7.06, 8.01 and 8.02 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder.  Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

ARTICLE IV

ACTIONS BY OWNER TRUSTEE OR THE CERTIFICATEHOLDER

Section 4.01

Prior Notice to the Certificateholder with Respect to Certain Matters.  With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to in writing by the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that the Certificateholder has withheld consent or provided alternative direction:

(a)

the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables);

(b)

the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute);

(c)

the amendment of the Indenture, whether or not by a Supplemental Indenture, in circumstances where the consent of any Noteholder is required;

(d)

the amendment of the Indenture, whether or not by a Supplemental Indenture, in circumstances where the consent of any Noteholder is not required but such amendment materially adversely affects the interest of the Certificateholder;

(e)

the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholder; or

(f)

the appointment (i) pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee and (ii) any consent by the Note Registrar, Paying Agent or Indenture Trustee to the assignment of its respective obligations under the Indenture or this Agreement, as applicable.

Section 4.02

Action by the Certificateholder with Respect to Certain Matters.  The Owner Trustee shall not have the power, except upon the direction of the Certificateholder, to (a) remove the Administrator pursuant to Section 8 of the Administration Agreement, (b) appoint a successor Administrator pursuant to Section 8 of the Administration Agreement, (c) remove the Servicer pursuant to Section 8.01 of the Sale and Servicing Agreement or (d) except as expressly provided in the Basic Documents, sell the Receivables after the termination of the Indenture.  The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the authorized representative of the Certificateholder.

Section 4.03

Action with Respect to Bankruptcy.  The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Certificateholder and the delivery to the Owner Trustee by the Certificateholder certifying that the Certificateholder reasonably believes that the Trust is insolvent.

Section 4.04

Restrictions on the Certificateholder’s Power.  The Certificateholder shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligations of the Trust or of the Owner Trustee under any of the Basic Documents or would be contrary to Section 2.03 of this Agreement nor shall the Owner Trustee be obligated to follow any such direction, if given.

ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01

Establishment of Collection Account and Payahead Account.

(a)

The Owner Trustee, for the benefit of  the Certificateholder, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the Collection Account and the Payahead Account.  Each such account shall be established and maintained as an Eligible Deposit Account, and, subject to provisions of the Sale and Servicing Agreement and the Indenture, bearing a designation clearly indicating that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the Certificateholder, in each case in accordance with Section 5.01 in the Sale and Servicing Agreement.

Subject to Section 5.01(b), the Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and the Payahead Account and in all proceeds thereof (other than any net investment earnings on Eligible Investments held therein).  Except as otherwise expressly provided herein, the Collection Account and the Payahead Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder.  If, at any time, the Collection Account or the Payahead Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Administrator on behalf of the Owner Trustee, if the Collection Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit Account and shall transfer any cash and/or any investments to suc h new account.

(b)

Notwithstanding the foregoing, concurrently with, the execution and delivery of any Indenture pursuant to which the Notes are issued, the Servicer shall establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, accounts of the Trust ("Trust Accounts") in the name of and under the control of the Indenture Trustee for the benefit of the Holders of the Notes, in each case in accordance with Section 5.01 of the Sale and Servicing Agreement.  The Owner Trustee shall thereupon promptly transfer any cash and/or investments then on deposit in the equivalent Trust Accounts maintained by it pursuant to Section 5.01(a) to the newly established Trust Accounts on the terms and conditions set forth in the Sale and Servicing Agreement and the Indenture.  The Indenture Trustee will be obligated to transfer back to the equivalent Trust Accounts e stablished pursuant to Section 5.01(a) all funds or investments held or to be held in the Trust Accounts established pursuant to this Section 5.01(b) on the Payment Date on which the Notes of all Classes have been paid in full or the Indenture is otherwise terminated (excluding any amounts to be retained for distribution in respect of Notes that are not promptly delivered for payment on such Payment Date), and to take all necessary or appropriate actions to transfer all right, title and interest of the Indenture Trustee in such funds or investments and all proceeds thereof, to the Owner Trustee for the benefit of the Certificateholder.

Section 5.02

Application of Amounts in Trust Accounts.

(a)

For so long as any Notes are outstanding, on each Payment Date, the Owner Trustee will take reasonable steps to determine that the Servicer has properly delivered the Servicer’s Certificate identifying how amounts on deposit in the Trust Accounts are to be allocated and distributed and will instruct the Indenture Trustee, or cause the Indenture Trustee to be instructed, to distribute to the Certificateholder the amounts distributable thereto pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 of the Indenture.  From and after the date on which the Notes of all Classes have been paid in full, on each Payment Date the Owner Trustee shall distribute to the Certificateholder amounts on deposit in the Collection Account that are distributable to the Certificateholder in accordance with the instructions of the Servicer pursuant to Sections 5.06(c) and (d) of the Sale a nd Servicing Agreement.  Upon the release from the Lien of the Indenture of amounts on deposit in any of the Trust Accounts or any other portion of the Owner Trust Estate, the Owner Trustee will cause such property to be properly deposited into Trust Accounts under the control of the Owner Trustee or distributed to the Certificateholder in accordance with the provisions of this Agreement, as the case may be.

(b)

On each Payment Date, the Owner Trustee shall send to the Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Payment Date.

(c)

In the event that any withholding tax is imposed on the Trust’s distributions (or allocations of income) to the Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section.  The Owner Trustee and Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax or the withholding requirement with respect to any such tax in appropriate proceedings if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Certificateholder shall be treated as cash distributed to the Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority.  If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Owner Trustee may, in its sole discretion, withhold such amounts in accordance with this paragraph (c).  In the event that the Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with the Certificateholder in making such claim so long as the Certificateholder agrees to reimburse the Owner Trustee for any out-of-pocket expenses incurred in connection therewith.

Section 5.03

Method of Payment.  Subject to Section 9.01(c), distributions required to be made to the Certificateholder on any Payment Date shall be made to the Certificateholder by wire transfer, in immediately available funds, to the account of the Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided to the Owner Trustee appropriate written instructions at least five Business Days prior to such Payment Date.

Section 5.04

Accounting and Reports to the Noteholders, the Certificateholder, the Internal Revenue Service and Others.  The Owner Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, (b) deliver to the Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable the Certificateholder to prepare its federal and state income tax returns, (c) prepare (or cause to be prepared) and file any tax and information returns, and fulfill any other reporting requirements, relating to the Trust, as may be required by the Code and applicable Treasury Regulations (including Treasury Regulation Section 1.6049-7), including causing such tax and information returns to be signed in the manner required by law, (d) for any period d uring which the beneficial ownership interests in the Trust are held by more than one person, make such elections as may from time to time be required or appropriate under any applicable state or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as a partnership for federal income tax purposes, and (e) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.02(c) with respect to income or distributions to the Certificateholder.  The Owner Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables.  The Owner Trustee shall not make the election provided under Section 754 of the Code.

Section 5.05

Signature on Returns; Tax Matters Partner .  

(a)

The Owner Trustee shall sign on behalf of the Trust the tax returns of the Trust, unless applicable law requires the Certificateholder to sign such documents, in which case such documents shall be signed by the Administrator, pursuant to the power-of-attorney granted thereto pursuant to Section 2.04.

(b)

For any period during which the beneficial ownership interests of the Trust are held by more than one Person, the Certificateholder holding Certificates evidencing the largest portion of the Certificates shall be designated the “tax matters partner” of the Trust pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury Regulations, but hereby delegates its powers and duties as such to the Administrator pursuant to the power-of-attorney granted thereto pursuant to Section 2.04.

ARTICLE VI

AUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.01

General Authority.  The Owner Trustee is authorized and directed to execute and deliver, on behalf of the Trust, [the Interest Rate Swap Agreement], the Assignment Agreement and the Basic Documents to which the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party and any amendment thereto, and, on behalf of the Trust, to direct the Indenture Trustee to authenticate and deliver Class A-1 Notes in the aggregate principal amount of $[________], Class A-2 Notes in the aggregate principal amount of $[_________], Class A-3 Notes in the aggregate principal amount of $[___________] and Class A-4 Notes in the aggregate principal amount of $[__________] [and to issue the Revolving Liquidity Note].  In addition to the foregoing, the Owner Trustee is authorized, but shall not b e obligated, to take all actions required of the Trust, pursuant to the Basic Documents.

Section 6.02

General Duties.  It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and the Basic Documents to which the Trust is a party and to administer the Trust in accordance with the provisions hereof and of the Basic Documents and in the interest of the Certificateholder.  Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder or under any Basic Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out such obligations or fulfill such duties under the Administration Agreement.

Section 6.03

Duties of Owner Trustee.

(a)

Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholder may by written instruction direct the Owner Trustee in the management of the Owner Trust Estate.  Such direction may be exercised at any time by written instruction of the Certificateholder pursuant to Article IV.

(b)

The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement.

(c)

The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement.

(d)

No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that:

(i)

the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement and the Basic Documents, the Owner Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and the Basic Documents, no implied covenants or obligations shall be read into this Agreement against the Owner Trustee, the permissive right of the Owner Trustee to do things enumerated in this Agreement and the Basic Documents shall not be construed as a duty and, in the absence of bad faith on the part of the Owner Trustee, the Owner Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Owner Trustee and conforming on their face to the requirements of this Agreement and the Basi c Documents;

(ii)

the Owner Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it shall be proved that the Owner Trustee was negligent in performing its duties in accordance with the terms of this Agreement and the Basic Documents; and

(iii)

the Owner Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the direction of the Certificateholder.

(e)

The Owner Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(f)

All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena.

(g)

Pursuant to Section 3.02 of the Sale and Servicing Agreement, in the event that the Owner Trustee discovers that a representation or warranty with respect to a Receivable was incorrect as of the time specified with respect to such representation and warranty and such incorrectness materially and adversely affects the interests of the Trust in such Receivable, the Owner Trustee shall give prompt written notice to the Servicer, the Depositor and the Indenture Trustee of such incorrectness.  Pursuant to Section 4.08 of the Sale and Servicing Agreement, in the event that the Owner Trustee discovers that any covenant of the Servicer set forth in Section 4.06 or 4.07 of the Sale and Servicing Agreement has been breached by the Servicer and such incorrectness materially and adversely affects the interests of the Trust in any Receivable, the Owner Trustee shall give prompt written notice to the Servic er, the Depositor and the Indenture Trustee of such breach.

Section 6.04

No Duties Except as Specified in this Agreement or in Instructions.  The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any Basic Document to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement, any Basic Document to which the Trust is a party or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03.  No implied duties or obligations shall be read into this Agreement or any Basic Document against the Owner Trustee.  The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or otherwise to perfect or m aintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust or to record this Agreement or any Basic Document.  Notwithstanding anything to the contrary herein or in any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002, to the extent permitted by applicable law.  The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Owner Trust Estate that result from actions by, or claims against, the Owner Trustee that are not related to the ownership or the administration of the Owner Trust Estate.

Section 6.05

No Action Except Under Specified Documents or Instructions.  The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the Basic Documents and (iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.03.

Section 6.06

Restrictions.  The Owner Trustee shall not take any action (a) that is inconsistent with the purposes of the Trust set forth in Section 2.03 or (b) that, to the actual knowledge of the Owner Trustee, would result in the Trust’s becoming taxable as a corporation for Federal income tax purposes.  The Certificateholder shall not have the authority to and, by acceptance of an ownership interest in the Certificate shall thereby be deemed to have covenanted not to, direct the Owner Trustee to take action that would violate the provisions of this Section.

ARTICLE VII

CONCERNING THE OWNER TRUSTEE

Section 7.01

Rights of Owner Trustee.  Except as otherwise provided in Article VI:

(a)

in accordance with Section 7.04, the Owner Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)

the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator, as provided in the Administration Agreement, or the Certificateholder, as provided herein;

(c)

the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Agreement, or in relation to this Agreement or the Sale and Servicing Agreement, at the request, order or direction of any of the Securityholders pursuant to the provisions of this Agreement or the Sale and Servicing Agreement, unless such Securityholders shall have offered to the Owner Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby;

(d)

under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes [or the obligations of the Trust under the Revolving Liquidity Note];

(e)

the Owner Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Certificateholder; provided, however, that if the payment within a reasonable time to the Owner Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Owner Trustee, not reasonably assured to the Owner Trustee by the security afforded to it by the terms of this Agreement, the Owner Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Ow ner Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; and

(f)

the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Servicer, the Depositor, the Indenture Trustee, [the Swap Counterparty] [or the Holder of the Revolving Liquidity Note] under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture, the Servicer under the Sale and Servicing Agreement, [the Swap Counterparty under the Swap Agreement] [or the Holder of the Revolving Liquidity Note under the Revolving Liquidity Note Agreement].

Section 7.02

Furnishing of Documents.  The Owner Trustee shall furnish (a) to the Certificateholder promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents and (b) to Noteholders promptly upon written request therefor, copies of the Sale and Servicing Agreement, the Administration Agreement and the Trust Agreement.

Section 7.03

Representations and Warranties.  The Owner Trustee hereby represents and warrants to the Depositor and for the benefit of the Certificateholder, that:

(a)

It is a [national banking association duly organized and existing and in good standing under the laws of the United States].  It has full power, authority and right to execute, deliver and perform its obligations under this Agreement and each other Basic Document.

(b)

It has taken all corporate action necessary to authorize the execution and delivery of this Agreement and each other Basic Document, and this Agreement and each other Basic Document has been executed and delivered by one of its officers duly authorized to execute and deliver this Agreement and each other Basic Document on its behalf.

(c)

This Agreement constitutes the legal, valid and binding obligation of the Owner Trustee, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

(d)

It is authorized to exercise trust powers in the State of Delaware as and to the extent contemplated herein and it has a principal place of business in the State of Delaware.

Section 7.04

Reliance; Advice of Counsel.

(a)

The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect.  As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers or agents of the relevant party, as to such fact or matter and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b)

In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, and (ii) may consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it.  The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such persons and not contrary to this Agreement or any Basic Document.

Section 7.05

Not Acting in Individual Capacity.  In performing the duties of the Owner Trustee hereunder, [____________] acts solely as Owner Trustee hereunder and not in its individual capacity.  Except with respect to a claim based on the failure of the Owner Trustee to perform its duties under this Agreement or based on the Owner Trustee's willful misconduct, bad faith or negligence, no recourse shall be had for any claim based on any provision of this Agreement, the Notes, [the Revolving Liquidity Note] or the Certificate, or based on rights obtained through the assignment of any of the foregoing, against the institution serving as the Owner Trustee in its individual capacity.  The Owner Trustee shall not have any personal obligation, liability or duty whatsoever to any Securityholder or any other Person with respect to any such claim, and any such claim shall be asserted solel y against the Trust or any indemnitor who shall furnish indemnity as provided in this Indenture.

Section 7.06

Owner Trustee Not Liable for the Certificate or Receivables.  The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement or of the Certificate, the Notes [or the Revolving Liquidity Note] (other than the execution by the Owner Trustee on behalf of the Trust of, and the certificate of authentication on, the Certificate, and the direction of the Owner Trustee, on behalf of the Trust, to the Indenture Trustee relating to the execution of the Notes [and the Revolving Liquidity Note]).  The Owner Trustee shall have no obligation to perform any of the duties of the Servicer or Administrator unless explicitly set forth in this Agreement.

The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of the Certificate, the Notes, [the Revolving Liquidity Note] or any Receivable, any ownership interest in any Financed Vehicle, or the maintenance of any such ownership interest, or for or with respect to the efficacy of the Trust or its ability to generate the payments to be distributed to Securityholders under this Agreement and the Indenture, including without limitation the validity of the assignment of the Receivables to the Trust or of any intervening assignment; the existence, condition, location and ownership of any Receivable or Financed Vehicle; the existence and enforceability of any physical damage or credit life or credit disability insurance; the existence and contents of any retail installment sales contract or any computer or other record thereof; the completeness of any retail installment sales contract; the performance or enforcement of any retail installment sales contract; the compliance by the Trust with any covenant or the breach by the Trust of any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Owner Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; the acts or omissions of the Trust or the Servicer; or any action by the Owner Trustee taken at the instruction of the Certificateholder, provided, however, that the foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement.

The Owner Trustee shall not be accountable for:  (i) the use or application by the Depositor of the proceeds of the sale of the Notes; (ii) the use or application by the Certificateholder of the Certificate or the proceeds of the Certificate; (iii) the use or application by the holder of any Notes of any of the Notes or of the proceeds of such Notes;  (iv) [the use or application by the Servicer of any funds obtained under the Revolving Liquidity Note]; or (v) the use or application of any funds paid to the Servicer in accordance with the Sale and Servicing Agreement.

Section 7.07

Owner Trustee May Own the Notes.  The Owner Trustee in its individual or any other capacity may become the owner or pledgee of the Notes and may deal with the Depositor, the Company, the Administrator, the Indenture Trustee and the Servicer in banking or other transactions with the same rights as it would have if it were not Owner Trustee.

Section 7.08

Sales Finance Company Licenses.  The Owner Trustee (or the Administrator on its behalf, pursuant to Section 1(b) of the Administration Agreement) shall cause the Trust to use its best efforts to maintain the effectiveness of all licenses required under the Pennsylvania Motor Vehicle Sales Finance Act and Maryland Sales Finance Company licensing regulations in connection with this Agreement and the Basic Documents and the transactions contemplated hereby and thereby until such time as the Trust shall terminate in accordance with the terms hereof.

ARTICLE VIII

COMPENSATION OF OWNER TRUSTEE

Section 8.01

Owner Trustee’s Fees and Expenses.  The Trust shall pay or shall cause the Servicer to pay to the Owner Trustee from time to time compensation for its services as have been separately agreed upon before the date hereof, and the Owner Trustee shall be entitled to be reimbursed by the Administrator for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder.

Section 8.02

Indemnification.  The Administrator shall, pursuant to the Administration Agreement and the following provisions, reimburse the Owner Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services.  Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Owner Trustee’s agents, counsel, accountants and experts directly related to its services hereunder (“Expenses”)  The Administrator shall indemnify or shall cause the Servicer to indemnify the Owner Trustee against any and all loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder.  The Owner Trustee shall notify the Administrator and the Servicer p romptly of any claim for which it may seek indemnity.  Failure by the Owner Trustee to so notify the Administrator and the Servicer shall not relieve the Administrator or the Servicer of its obligations hereunder, where such failure shall not affect the Administrator’s or Servicer’s defenses in respect thereof.  In case any such action is brought against the Owner Trustee under this Section 8.02 and it notifies the Administrator of the commencement thereof, the Administrator will assume the defense thereof, with counsel reasonably satisfactory to the Owner Trustee (who may, unless there is, as evidenced by an opinion of counsel to the Owner Trustee stating that there is an unwaivable conflict of interest, be counsel to the Administrator), and the Administrator will not be liable to the Owner Trustee under this Section for any legal or other expenses subsequently incurred by the Owner Trustee in connection with the defense thereof, other than reasonable costs of investigation.  Neithe r the Administrator nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Owner Trustee through the Owner Trustee’s own willful misconduct, negligence or bad faith.

Section 8.03

Payments to the Owner Trustee.  Any amounts paid to the Owner Trustee pursuant to this Article VIII from assets in the Owner Trust Estate shall be deemed not to be a part of the Owner Trust Estate immediately after such payment.

ARTICLE IX

TERMINATION OF TRUST AGREEMENT

Section 9.01

Termination of Trust Agreement.

(a)

This Agreement (other than Article VIII) shall terminate and be of no further force or effect and the Trust shall dissolve, upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Owner Trust Estate and the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (including, but not limited to, any property and proceeds to be deposited in the Collection Account pursuant to Sections 3.02, 4.08, 5.02, 5.04, 5.05, 5.06 or 9.01 of the Sale and Servicing Agreement or to be released by the Indenture Trustee from the Lien of the Indenture pursuant to Section 10.01 or 10.02 of the Indenture) or (ii) the payment or distribution to all Securityholders of all amounts specified in Sections 3.02, 4.08, 5.02, 5.04 , 5.05, 5.06 or 9.01 of the Sale and Servicing Agreement.  

(b)

Except as provided in Section 9.01(a), the Certificateholder shall not be entitled to revoke or terminate the Trust.

(c)

Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholder shall surrender the Certificate to the Paying Agent for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing Agreement, stating (i) the Payment Date upon or with respect to which final payment of the Certificate shall be made upon presentation and surrender of the Certificate at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment to be made on such Payment Date will be made only upon presentation and surrender of the Certificate at the office of the Paying Agent therein specified.  The Owner Trustee shall give such notice to the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholder.  Upon presentation and surrender of the Certificate, the Paying Agent shall cause to be distributed to the Certificateholder amounts distributable on such Payment Date pursuant to Section 5.02.

In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto.  If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement.  Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor.

(d)

Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3820 of the Statutory Trust Statute.

ARTICLE X

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 10.01

Eligibility Requirements for Owner Trustee.  The Owner Trustee shall at all times be an entity having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authorities.  If such entity shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 10.01, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.02.

Section 10.02

Resignation or Removal of Owner Trustee.  The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer and the Indenture Trustee.  Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which shall be delivered to each of the resigning Owner Trustee and the successor Owner Trustee.  If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee.

If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer shall promptly appoint a successor Owner Trustee by written instrument in duplicate, one copy of which instrument shall be deli vered to each of the outgoing Owner Trustee so removed and the successor Owner Trustee and shall pay or cause to be paid all fees, expenses and other compensation then owed to the outgoing Owner Trustee.

Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.  The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Section 10.03

Successor Owner Trustee.  Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee.  The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instrume nts and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations.

No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall meet the criteria for eligibility set forth in Section 10.01.

Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice of the successor of such Owner Trustee to the Certificateholder, the Indenture Trustee, the Noteholders and the Rating Agencies.  If the Administrator fails to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Section 10.04

Merger or Consolidation of Owner Trustee.  Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided such corporation shall be eligible pursuant to Section 10.01, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, further, that the Owner Trustee shall mail notice of such merger or consolidation to the Rating Agencies.

Section 10.05

Appointment of Co-Trustee or Separate Trustee.  Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable.   ;If the Administrator shall not have joined in such appointment within 25 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment.  No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03.

Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provision and conditions:

(i)

all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

(ii)

no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

(iii)

the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as if given to each of them.  Each separate trustee and co-trustee, upon its acceptance of the powers and duties conferred thereto under this Agreement, shall be vested with the estates or specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee.  Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator.

Section 10.06

Power of Attorney for Co-Trustee or Separate Trustee.  Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.  If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

ARTICLE XI

MISCELLANEOUS

Section 11.01

Supplements and Amendments.  This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, the Certificateholder [or the Holder of the Revolving Liquidity Note], to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders, the Certificateholder [or the Holder of the Revolving Liquidity Note], if (a) the Indenture Trustee and Owner Trustee receive an Opinion of Counsel to the effect that such action will not adversely affect in any material respect the interests of any Noteholder, the Certificateholder or [the Holder of the Revolving Liquidity Note], or (b) the Indenture Trustee or Owner Trustee, as the case may be, have received the consent of (i) the Holders of at least a majority of the Outstanding Amount of the affected Class A Notes acting as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) or (ii) if the Class A Notes have been paid in full, the Certificateholder, if affected, provided, however, that no such amendment made pursuant to clause (b) above shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholder or [the Holder of the Revolving Liquidity Note] or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Certificate required to consent to any such amendment, without the consent of the Holders of all the affe cted Notes and the Certificate.

This Agreement may also be amended from time to time by the Depositor, the Owner Trustee and the Indenture Trustee without the consent of any of the Noteholders, the Certificateholder [or the Holder of the Revolving Liquidity Note] for purposes of changing the formula for determining the Specified Reserve Account Balance, the manner in which the Reserve Account is funded (e.g. to allow the deposit of cash therein by the Depositor), changing the remittance schedule for the deposit of collections in the Collection Account or Payahead Account or changing the definition of Eligible Investments, if (a) the Owner Trustee and Indenture Trustee (i)  have received from each Rating Agency that has rated any outstanding Class of Notes (excluding Moody’s) of its written confirmation that such amendment will not result in the qualification, withdrawal or modification of the rating then assigned by suc h Rating Agency to any Class of Notes and (ii) have provided Moody’s with [__] days prior written notice of such amendment and Moody’s shall not have notified the Owner Trustee and the Indenture Trustee that such amendment might or would result in the qualification, reduction or withdrawal of the rating it has currently assigned to any Class of Notes, without the consent of any of the Noteholders, the Certificateholder [or the Holder of the Revolving Liquidity Note], or (b) the Indenture Trustee or Owner Trustee, as the case may be, have received the consent of (i) the Holders of at least a majority of the Outstanding Amount of the Class A Notes acting as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) or (ii) after the Class A Notes have been paid in full, the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in a ny manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholder [or the Holder of the Revolving Liquidity Note] or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of the Holders of all the affected Notes and the Certificate.

Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, [the Holder of the Revolving Liquidity Note], the Indenture Trustee and each of the Rating Agencies.

It shall not be necessary for the consent of the Certificateholder, the Noteholders, [the Holder of the Revolving Liquidity Note] or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents (and any other consents of Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder shall be subject to such reasonable requirements as the Owner Trustee may prescribe.

Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State.

Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement.  The Owner Trustee shall not be obligated to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Section 11.02

No Legal Title to Owner Trust Estate in the Certificateholder.  The Certificateholder shall not have legal title to any part of the Owner Trust Estate.  The Certificateholder shall be entitled to receive distributions with respect to its fractional undivided ownership interest therein only in accordance with Articles V and IX.  No transfer, by operation of law or otherwise, of any right, title, or interest of the Certificateholder to and in its ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

Section 11.03

Limitations on Rights of Others.  Except for Section 2.06, the provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, TMCC (as Servicer, [Swap Counterparty] [and initial Holder of the Revolving Liquidity Note]), the Certificateholder, [the Holder of the Revolving Liquidity Note], the Administrator and, to the extent expressly provided herein the Indenture Trustee, the Noteholders, and nothing in this Agreement, (other than Section 2.06), whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 11.04

Notices.

(a)

Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended recipient or three Business Days after mailing if mailed by certified mail, postage prepaid (except that notice to the Owner Trustee shall be deemed given only upon actual receipt by the Owner Trustee), if to the Owner Trustee, addressed to the Corporate Trust Office; if to the Depositor, addressed to Toyota Auto Finance Receivables LLC, 19851 South Western Avenue EF 12, Torrance, California 90509, Attention: President; if, to the Trust, addressed to Toyota Auto Receivables [____]-[_] Owner Trust, 19001 South Western Avenue, Torrance, California 90509, Attention: Treasury Department: Vice President, Treasury, with a copy to Toyota Motor Credit Corporation, 19001 South Western Avenue, Torrance, California 90509, Attention: General Counsel; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

(b)

Any notice required or permitted to be given to the Certificateholder shall be given by first-class mail, postage prepaid, at the address provided by the Certificateholder.  Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.

Section 11.05

Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid or unenforceable in any jurisdiction, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificate or the rights of the Holder thereof.

Section 11.06

Counterparts.  This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute but one and the same instrument.

Section 11.07

Successors and Assigns.  All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Depositor, the Owner Trustee, the Certificateholder and their respective successors and permitted assigns, all as herein provided.  Any request, notice, direction, consent, waiver or other instrument or action by the Depositor or the Certificateholder shall bind the successors and assigns thereof.

Section 11.08

No Petition.  The Owner Trustee (not in its individual capacity but solely as Owner Trustee), by entering into this Agreement, hereby covenants and agrees, and the Indenture Trustee and any Noteholder (excluding TMCC, TAFR LLC or any of their Affiliates) by accepting the benefits of this Agreement, are thereby deemed to covenant and agree that they will not at any time prior to the date one year plus one day after the date on which this Agreement is terminated institute against the Depositor or the Trust, or join in any institution against the Depositor or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law.  This Section 11.08 shall survive the termination of this Agreement or the termination of the Owner Trustee under this Agreement.

Section 11.09

No Recourse.  The Certificateholder by accepting the Certificate acknowledges that the Certificate represents a beneficial interest in the Trust only and does not represent an interest in or obligation of the Depositor, TMCC (in any capacity), the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in the Certificate or the Basic Documents.

Section 11.10

Headings.  The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 11.11

Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 11.12

TMCC Payment Obligation.  The parties hereto acknowledge and agree that, pursuant to the Sale and Servicing Agreement and the following provisions, the Servicer shall be responsible for payment of the Administrator’s fees under the Administration Agreement and shall reimburse the Administrator for all expenses and liabilities of the Administrator incurred thereunder.  In addition, the parties hereto acknowledge and agree that, pursuant to the Sale and Servicing Agreement and the following provisions, the Servicer shall be responsible for the payment of all fees and expenses of the Trust, the Owner Trustee and the Indenture Trustee paid by any of them in connection with any of their obligations under the Basic Documents to obtain or maintain any required license under the Pennsylvania Motor Vehicle Sales Finance Act or Maryland Sales Finance Company licensing regulation s.  The parties hereto covenant and agree that neither of them shall look to the other for payment of any such fees or expenses.

ARTICLE XII

COMPLIANCE WITH REGULATION AB

Section 12.01

Intent of the Parties; Reasonableness.  The Depositor and the Owner Trustee acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.

Neither the Depositor nor the Owner Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection there with, the Owner Trustee shall cooperate fully with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information necessary in the good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Owner Trustee or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance.

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

TOYOTA AUTO FINANCE RECEIVABLES LLC,

Depositor

By:  ______________________________________

Name:  

Title:    

[_____________],

not in its individual capacity but solely as Owner Trustee

By:  ______________________________________

Name:  

Title:   

EXHIBIT A

FORM OF CERTIFICATE EVIDENCING

SUBORDINATED SELLER’S INTEREST

THIS CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE DEPOSITOR, THE OWNER TRUSTEE, THE SERVICER, THE ADMINISTRATOR, TMCC, TAFR LLC OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE TRUST AGREEMENT.

NUMBER R-1

TOYOTA AUTO RECEIVABLES [____]-[_] OWNER TRUST

SUBORDINATED SELLER’S INTEREST

THIS CERTIFIES THAT TOYOTA AUTO FINANCE RECEIVABLES LLC is the registered owner of 100% of the nonassessable, fully-paid, fractional undivided interest in Toyota Auto Receivables [___]-[_] Owner Trust (the “Trust”) formed by TAFR LLC.

The Trust was created pursuant to a Trust Agreement dated as of [____________], between TAFR LLC as depositor (the “Depositor”) and [_________________], a [national banking association], as Owner Trustee (the “Owner Trustee”), as amended and supplemented by the Amended and Restated Trust Agreement dated as of [____________] (as so amended, the "Trust Agreement"), between the Depositor and the Owner Trustee, a summary of certain of the pertinent provisions of which is set forth below.  Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Trust Agreement, the Sale and Servicing Agreement dated as of [_____________] (the “Sale and Servicing Agreement”), among the Trust, the Depositor and TMCC, as servicer (the “Servicer”) or the Indenture dated as of [_____________] (the “Indenture”), among th e Trust, the Depositor and TMCC, as the case may be.

This Certificate is the duly authorized Certificate (the “Certificate”) evidencing the nonassessable, fully-paid, fractional undivided interest in the Trust issued pursuant to the Trust Agreement.  Certain debt instruments evidencing obligations of the Trust have been issued under an Indenture dated as of [____________], between the Trust and [____________], as indenture trustee (the “Indenture Trustee”), consisting of five classes of Notes designated as “[__]% Asset Backed Notes, Class A-1,” “[__]% Asset Backed Notes, Class A-2,” “[Floating Rate Asset Backed Notes, Class A-3],” “[__]% Asset Backed Notes, Class A-4” (collectively, the “Notes”) and [a Revolving Liquidity Note issued pursuant to the Revolving Liquidity Note Agreement].  This Certificate is issued under and is subject to the terms, provisions and condition s of the Trust Agreement.  The holder of this Certificate, by virtue of its acceptance hereof, assents to and is bound by all of the provisions of the Trust Agreement.

The Trust includes a pool of retail installment sale contracts secured by new and used automobiles and light duty trucks (the "Receivables"), all monies due thereunder on or after [____________], in the case of Actuarial Receivables or received after such date in the case of Simple Interest Receivables, security interests in the vehicles financed thereby, certain bank accounts and the proceeds thereof, proceeds from claims on certain insurance policies and certain other rights under the Trust Agreement and the Sale and Servicing Agreement and all proceeds of the foregoing.

It is the intent of the Depositor, TMCC and the Certificateholders that, for purposes of federal income tax, state and local income tax, any state single business tax and any other income taxes, the Trust will be treated as a division or branch of the Person holding the beneficial interests in the Trust for any period during which the beneficial interests in the Trust are held by one person, and will be treated as a partnership, and the Certificateholders will be treated as partners in that partnership, for any period during which the beneficial ownership interests in the Trust are held by more than one person.  For any such period during which the beneficial ownership interests in the Trust are held by more than one person, each Certificateholder, by acceptance of a Certificate or any beneficial interest on a Certificate, agrees to treat, and to take no action inconsistent with the treatment of, the Certificates as partnership interests in the Trust for such tax purposes.

Under the Trust Agreement, there will be distributed to the Holder hereof on the [__] day of each month or, if such [__] day is not a Business Day, the next Business Day, (each, a “Payment Date”), commencing on [__________], the amounts to be distributed to Certificateholder on such Payment Date in respect of amounts distributable to the Certificateholder pursuant to Section 5.06 of the Sale and Servicing Agreement.

The holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are subordinated to the rights of the Noteholders, [the Swap Counterparty] and [the Holder of the Revolving Liquidity Note] as described in the Sale and Servicing Agreement and the Indenture.

Distributions on this Certificate will be made as provided in the Trust Agreement by the Owner Trustee by wire transfer or check mailed to the Certificateholder without the presentation or surrender of this Certificate or the making of any notation hereon.  Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for the purpose by the Owner Trustee in Wilmington, Delaware or the Borough of Manhattan, The City of New York.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose.

THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Certificate to be duly executed.

Dated:  _________ __, [____]

TOYOTA AUTO RECEIVABLES [____]-[_]

OWNER TRUST

By:

[_____________],

not in its individual capacity but solely as Owner Trustee

By:  ______________________________________

Authorized Signatory

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is the Certificate referred to in the within-mentioned Trust Agreement.

[______________],

not in its individual capacity but solely as Owner Trustee

By:  _____________________________________

       Authorized Signatory

(REVERSE OF CERTIFICATE)

The holder of this Certificate, by accepting an interest in this Certificate, acknowledges that this Certificate represents a beneficial interest in the Trust only and does not represent any interest in or obligation of the Depositor, TMCC (in any capacity), the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Certificate or the Basic Documents.  In addition, this Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections with respect to the Receivables (and certain other amounts), all as more specifically set forth herein and in the Sale and Servicing Agreement.  A copy of each of the Sale and Servicing Agreement and the Trust Agreement may be examined during normal business hours at the principal office of the Depositor, and at such other places, if any, designated by the Depositor, by the Certificateholder upon written request.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholder by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, the Certificateholder or [the Holder of the Revolving Liquidity Note], to cure any ambiguity, to correct or supplement any provisions in the Trust Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the Trust Agreement or of modifying in any manner the rights of the Noteholders, the Certificateholder or [the Holder of the Revolving Liquidity Note], if (a) the Indenture Trustee and Owner Trustee receive an Opinion of Counsel to the effect that such action will not adversely affect in any material r espect the interests of any Noteholder, the Certificateholder or [the Holder of the Revolving Liquidity Note], or (b) the Indenture Trustee or Owner Trustee, as the case may be, have received the consent of (i) the Holders of at least a majority of the Outstanding Amount of the affected Class A Notes acting as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) or (ii) if the Class A Notes have been paid in full, the Certificateholder, if affected, provided, however, that no such amendment made pursuant to clause (b) above shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholder or [the Holder of the Revolving Liquidity Note] or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Certificate required to consent to any such amendment, without the consent of the Holders of all the affected Notes and the Certificate.

The Trust Agreement may also be amended from time to time by the Depositor, the Owner Trustee and the Indenture Trustee without the consent of any of the Noteholders, the Certificateholder or [the Holder of the Revolving Liquidity Note] for purposes of changing the formula for determining the Specified Reserve Account Balance, the manner in which the Reserve Account is funded (e.g. to allow the deposit of cash therein by the Depositor), changing the remittance schedule for the deposit of collections in the Collection Account or Payahead Account or changing the definition of Eligible Investments, if (a) the Owner Trustee and Indenture Trustee (i)  have received from each Rating Agency that has rated any outstanding Class of Notes (excluding Moody’s) of its written confirmation that such amendment will not result in the qualification, withdrawal or modification of the rating then assigned b y such Rating Agency to any Class of Notes and (ii) have provided Moody’s with [__] days prior written notice of such amendment and Moody’s shall not have notified the Owner Trustee and the Indenture Trustee that such amendment might or would result in the qualification, reduction or withdrawal of the rating it has currently assigned to any Class of Notes, without the consent of any of the Noteholders, the Certificateholder or [the Holder of the Revolving Liquidity Note], or (b) the Indenture Trustee or Owner Trustee, as the case may be, have received the consent of (i) the Holders of at least a majority of the Outstanding Amount of the Class A Notes acting as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) or (ii) after the Class A Notes have been paid in full, the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders, the Certificateholder or [the Holder of the Revolving Liquidity Note] or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of the Holders of all the affected Notes and the Certificate.

The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to the Certificateholder of all amounts required to be paid to it pursuant to the Trust Agreement and the Sale and Servicing Agreement and the disposition of all property held as part of the Owner Trust Estate.  TMCC, as servicer of the Receivables under the Sale and Servicing Agreement, or any successor servicer, may at its option purchase the Owner Trust Estate at a price specified in the Sale and Servicing Agreement, and any such purchase of the Receivables and other property of the Trust will effect early retirement of the Certificate; however, such right of purchase is exercisable only after the last day of the Collection Period as of which the Pool Balance is less than or equal to 10% of the Original Pool Balance.

EX-4.2

EXHIBIT 4.2

INDENTURE

______________________________________________________________

TOYOTA AUTO RECEIVABLES [____]-[_] OWNER TRUST,

as Issuer

and

[___________]

as Indenture Trustee and

Securities Intermediary

______________________________________________________

Dated as of [___________]

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01

Definitions

2

Section 1.02

Usage of Terms

10

Section 1.03

Incorporation by Reference of Trust Indenture Act

10

ARTICLE II

THE NOTES

Section 2.01

Form

11

Section 2.02

Execution, Authentication and Delivery

11

Section 2.03

Temporary Notes.

11

Section 2.04

Registration; Registration of Transfer and Exchange

12

Section 2.05

Mutilated, Destroyed, Lost or Stolen Notes

13

Section 2.06

Persons Deemed Owners

14

Section 2.07

Payments of Principal and Interest

14

Section 2.08

Cancellation

15

Section 2.09

Release of Collateral

15

Section 2.10

Book-Entry Notes

16

Section 2.11

Notices to Clearing Agency

16

Section 2.12

Definitive Notes

17

Section 2.13

Tax Treatment

17

ARTICLE III

COVENANTS

Section 3.01

Payments to Noteholders, Certificateholder, Holder of the Revolving

Liquidity Note, Swap Counterparty, Servicer and Seller

17

Section 3.02

Maintenance of Office or Agency

18

Section 3.03

Money for Payments To Be Held in Trust

18

Section 3.04

Existence

20

Section 3.05

Protection of Trust Estate

20

Section 3.06

Opinions as to Trust Estate

21

Section 3.07

Performance of Obligations; Servicing of Receivables

21

Section 3.08

Negative Covenants

23

Section 3.09

Annual Statement as to Compliance

24

Section 3.10

Issuer May Consolidate, etc., Only on Certain Terms

24

Section 3.11

Successor or Transferee

26

Section 3.12

No Other Business

26

Section 3.13

No Borrowing

27

Section 3.14

Servicer’s Notice Obligations

27

Section 3.15

Guarantees, Loans, Advances and Other Liabilities

27

Section 3.16

Capital Expenditures

27

Section 3.17

Removal of Administrator

27

Section 3.18

Restricted Payments

27

Section 3.19

Notice of Events of Default

27

Section 3.20

Further Instruments and Actions

28

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.01

Satisfaction and Discharge of Indenture

28

Section 4.02

Application of Trust Money

29

Section 4.03

Repayment of Moneys Held by Paying Agent

29

ARTICLE V

REMEDIES

Section 5.01

Events of Default

29

Section 5.02

Acceleration of Maturity; Rescission and Annulment

31

Section 5.03

Collection of Indebtedness and Suits for Enforcement by

Indenture Trustee

32

Section 5.04

Remedies; Priorities; Insolvency of Seller

34

Section 5.05

Optional Preservation of the Receivables

37

Section 5.06

Limitation of Suits

37

Section 5.07

Unconditional Rights of Noteholders To Receive

Principal and Interest

37

Section 5.08

Restoration of Rights and Remedies

38

Section 5.09

Rights and Remedies Cumulative

38

Section 5.10

Delay or Omission Not a Waiver

38

Section 5.11

Control by Noteholders

38

Section 5.12

Waiver of Past Defaults

39

Section 5.13

Undertaking for Costs

39

Section 5.14

Waiver of Stay or Extension Laws

39

Section 5.15

Action on Notes

40

Section 5.16

Performance and Enforcement of Certain Obligations

40

ARTICLE VI

THE INDENTURE TRUSTEE

Section 6.01

Duties of Indenture Trustee

41

Section 6.02

Rights of Indenture Trustee

42

Section 6.03

Individual Rights of Indenture Trustee

43

Section 6.04

Indenture Trustee’s Disclaimer

43

Section 6.05

Notice of Defaults

44

Section 6.06

Reports by Indenture Trustee to Holders

44

Section 6.07

Compensation and Indemnity

45

Section 6.08

Replacement of Indenture Trustee

45

Section 6.09

Successor Indenture Trustee by Merger

46

Section 6.10

Appointment of Co-Indenture Trustee or Separate

Indenture Trustee

47

Section 6.11

Eligibility; Disqualification

48

Section 6.12

Preferential Collection of Claims Against Issuer.

48

Section 6.13

Revolving Liquidity Note Provisions

48

Section 6.14

Interest Rate Swap Provisions

49

ARTICLE VII

NOTEHOLDERS’ LISTS AND REPORTS

Section 7.01

Note Registrar To Furnish Names and Addresses of Noteholders

50

Section 7.02

Preservation of Information; Communications to Noteholders

51

Section 7.03

Reports by Issuer

51

Section 7.04

Reports by Indenture Trustee

51

ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01

Collection of Money

52

Section 8.02

Trust Accounts

52

Section 8.03

[Reserved]

52

Section 8.04

General Provisions Regarding Accounts

52

Section 8.05

Release of Trust Estate

54

Section 8.06

Opinion of Counsel

54

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.01

Supplemental Indentures Without Consent of Noteholders

55

Section 9.02

Supplemental Indentures with Consent of Noteholders

56

Section 9.03

Limitations on Supplemental Indentures

56

Section 9.04

Execution of Supplemental Indentures

57

Section 9.05

Effect of Supplemental Indenture

57

Section 9.06

Conformity with Trust Indenture Act

58

Section 9.07

Reference in Notes to Supplemental Indentures

58

ARTICLE X

TERMINATION OF THE TRUST

Section 10.01

Termination of the Trusts Created by Indenture

58

Section 10.02

Optional Purchase of All Receivables

59

ARTICLE XI

MISCELLANEOUS

Section 11.01

Compliance Certificates and Opinions, etc.

59

Section 11.02

Form of Documents Delivered to Indenture Trustee

61

Section 11.03

Acts of Noteholders

62

Section 11.04

Notices, etc., to Indenture Trustee, Issuer and Rating Agencies

62

Section 11.05

Notices to Noteholders; Waiver

63

Section 11.06

Alternate Payment and Notice Provisions

63

Section 11.07

Conflict with Trust Indenture Act

63

Section 11.08

Effect of Headings and Table of Contents

64

Section 11.09

Successors and Assigns

64

Section 11.10

Severability

64

Section 11.11

Benefits of Indenture

64

Section 11.12

Governing Law

64

Section 11.13

Counterparts

64

Section 11.14

Recording of Indenture

64

Section 11.15

Trust Obligation

65

Section 11.16

No Petition

65

Section 11.17

Inspection

65

Section 11.18

Intent of Parties; Reasonableness

65

EXHIBIT A

Forms of Class A-1 Note, Class A-2 Note, Class A-3 Note and

Class A-4 Note

A-1-1

EXHIBIT B

Form of Note Depository Agreement

B-1-1

EXHIBIT C

Servicing Criteria to be Addressed in Assessment of Compliance

C-1-1

CROSS-REFERENCE TABLE

(not a part of this Indenture)

   TIA         

 Indenture

Section       

   Section

(§)310(a) (1)

 6.11

      (a) (2)

 6.11

      (a) (3)

 N.A.

      (a) (4)

 N.A.

      (a) (5)

 6.11

      (b)

 5.04

6.08

6.11

 11.04

      (c)

 N.A.

(§)311(a)

 6.12

      (b)

 6.12

      (c)

 N.A.

(§)312(a)

 7.02

      (b)

 7.02

      (c)

 7.02

(§)313(a)

 7.04

      (b) (1)

 N.A.

      (b) (2)

 7.04

      (c)

 7.04

11.04

      (d)

 7.04

(§)314(a)

 3.09

7.03

11.04

      (b)

 11.14

      (c) (1)

 3.10

6.02

8.05(b)

6.02

11.01

      (c) (2)

 3.06

3.10

6.02

8.05(b)

8.06

      (c) (3)

 N.A.

      (d)

 N.A.

      (d)

 N.A.

      (e)

 11.05

      (f)

 4.01.

(§)315(a)

 6.01

      (b)

 6.05

      (c)

 5.02

5.08

      (d)

 6.01(c)

      (e)

 5.13

(§)316(a) (last sentence)

  6.01(c)

      (a) (1) (A)

  6.01(c)

      (a) (1) (B)

  5.12

      (a) (2)

  N.A.

      (b)

  5.01

5.04(b)

      (c)

  2.06

(§)317(a) (1)

  5.04

      (a) (2)

  5.03(c)

5.03(d)

      (b)

  4.03

(§)318(a)

 11.07

---------

N.A. means not applicable

INDENTURE dated as of [___________], between TOYOTA AUTO RECEIVABLES [____]-[_] OWNER TRUST, a Delaware statutory trust (the “Issuer”), and [___________], a [___________] banking institution, as trustee and not in its individual capacity and as Securities Intermediary (the “Indenture Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s [__]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), [__]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), [Floating Rate Asset Backed Notes, Class A-3] (the “Class A-3 Notes”), [__]% Asset Backed Notes, Class A-4 (the “Class A-4 Notes,” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes” or the “Notes”):

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes and the Certificate and the Swap Counterparty, all of the Issuer’s right, title and interest in and to, in each case whether now or hereafter existing or in which Issuer now has or hereafter acquires an interest and wherever the same may be located: (i) all right, title and interest of the Issuer in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01 of the Sale and Servicing Agreement) on or after the Cutoff Date; (ii) the interest of the Issuer in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and a ny accessions thereto; (iii) the interest of the Issuer in any proceeds of any physical damage insurance policies covering Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) the interest of the Issuer in any Dealer Recourse; (v) the right of the Issuer to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; (vi) the rights and interests of the Issuer under the Sale and Servicing Agreement and as assignee (pursuant to the Sale and Servicing Agreement) of the rights and interests of TAFR LLC under the Receivables Purchase Agreement; [(vii) all rights, title and interest of the Issuer in and to the Interest Rate Swap Agreement] and; (viii) all other assets comprising the Owner Trust Estate; (ix) all proceeds of the foregoing and (x) all present and future claims, demands, causes of action an d choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, tangible chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”).

The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, and subject to the subordinate claims thereon of the Holder of the Certificate, all as provided in this Indenture.

The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes and for the benefit of the Certificateholder, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected and the rights of the Certificateholder secured.

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01

Definitions.  Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Trust Agreement, the Sale and Servicing Agreement, [the Interest Rate Swap Agreement], [the Revolving Liquidity Note Agreement] and Securities Account Control Agreement, as the case may be, for all purposes of this Indenture.  Except as otherwise provided in this Agreement, whenever used herein the following words and phrases, unless the context otherwise requires, shall have the following meanings:

“Action” has the meaning specified in Section 11.03(a).

“Administration Agreement” means the Administration Agreement dated as of [___________], among the Administrator, the Issuer, the Owner Trustee and the Indenture Trustee.

“Administrator” means TMCC, or any successor Administrator under the Administration Agreement.

“Authorized Officer” means (i) with respect to the Issuer, any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer identified as such on any list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee and (ii) with respect to the Administrator, any Vice President or more senior officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuer and identified as such on any list of Authorized Officers delivered by the Administrator to the Indenture Trustee.

“Basic Documents” means the Receivables Purchase Agreement, the Trust Agreement, the Certificate of Trust, the Sale and Servicing Agreement, this Indenture, the Administration Agreement, the Securities Account Control Agreement, the Note Depository Agreement, [the Revolving Liquidity Note Agreement, the Revolving Liquidity Note] and the other documents and certificates delivered in connection herewith and therewith.

“Book-Entry Notes” means a beneficial interest in the  Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.10.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York, [________], Wilmington, Delaware or San Francisco, California are authorized or obligated by law, regulation or executive order to remain closed.

“Class A-1 Rate” means [__]% per annum (computed on the basis of the actual number of days elapsed during the relevant Interest Period and a 360-day year).

“Class A-1 Notes” means the [__]% Asset Backed Notes, Class A-1, substantially in the form attached hereto as Exhibit A.

“Class A-2 Rate” means [__]% per annum (computed on the basis of a 360 day year consisting of twelve 30 day months).

“Class A-2 Notes” means the [__]% Asset Backed Notes, Class A-2, substantially in the form attached hereto as Exhibit A.

“Class A-3 Rate” means, with respect to any Payment Date, LIBOR plus [__]% (computed on the basis of the actual number of days elapsed during the relevant Interest Period and a 360 day year).

“Class A-3 Notes” means the Floating Rate Asset Backed Notes, Class A-3, substantially in the form attached hereto as Exhibit A.

“Class A-4 Rate” means [__]% per annum (computed on the basis of a 360 day year consisting of twelve 30 day months).

“Class A-4 Notes” means the [__]% Asset Backed Notes, Class A-4, substantially in the form attached hereto as Exhibit A.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Closing Date” means [___________].

“Code” means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

“Collateral” has the meaning specified in the Granting Clause of this Indenture.

“Corporate Trust Office” means the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this Agreement is located at [______________], Attn: [____________], or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders, the Issuer and the Administrator, or the principal corporate trust office of any successor Indenture Trustee at the address designated by such successor Indenture Trustee by notice to the Noteholders, the Issuer and the Administrator.

“Cutoff Date” means [__________].

“Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

“Definitive Notes” has the meaning specified in Section 2.10.

“Event of Default” has the meaning specified in Section 5.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Executive Officer” means, with respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation; and with respect to any partnership, any general partner thereof.

“Grant” means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to this Indenture.  A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Holder” or “Noteholder” means the Person in whose name a Note is registered on the Note Register [or, as indicated by the context, the holder of the Revolving Liquidity Note].

“Indenture Trustee” means [___________], a [________] banking institution, as Indenture Trustee under this Indenture, or any successor Indenture Trustee under this Indenture.

“Independent” means, when used with respect to any specified Person, that the Person is in fact independent of the Seller, the Servicer, the Administrator, the Issuer or any other obligor on the Notes or any Affiliate of any of the foregoing Persons because, among other things, such Person (a) is not an employee, officer or director or otherwise controlled thereby or under common control therewith, (b) does not have any direct financial interest or any material indirect financial interest therein (whether as holder of securities thereof or party to contract therewith or otherwise) and (c) is not and has not within the preceding twelve months been a promoter, underwriter, trustee, partner, director or person performing similar functions therefor or otherwise had legal, contractual or fiduciary or other duties to act on behalf of or for the benefit thereof.

“Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in Section 11.01, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is Independent within the meaning thereof.

“Insolvency Event” with respect to the Seller means the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Seller in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Seller, or ordering the winding-up or liquidation of the Seller’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or the commencement by the Seller of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Seller to the entry of an order for relief in an involuntary case under any such law, or the consent by the Seller to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Seller, or the making by the Seller of any general assignment for the benefit of creditors, or the failure by the Seller generally to pay its debts as such debts become due, or the taking of any action by the Seller in furtherance of any of the foregoing.

“Interest Period” means, with respect to any Payment Date and (i) the Class A-1 and Class A-3 Notes, the period from (and including) a Payment Date to (but excluding) the next Payment Date, except that the first interest accrual period will be from (and including) the Closing Date to (but excluding) [_________], and (ii) the Class A-2 and Class A-4 Notes, the period from (and including) the [__] day of each calendar month to (but excluding) the [__] day of the succeeding calendar month, except that the first interest accrual period will be from (and including) the Closing Date to (but excluding) [___________].

“Interest Rate” means the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate or the Class A-4 Rate, as indicated by the context.

“Interest Determination Date” means the second London Banking Day prior to the Interest Reset Date for the related Interest Period.

[“Interest Rate Swap Agreement” means 1992 ISDA Master Agreement dated as of [____________] (the “1992 ISDA Master Agreement”), including all schedules and confirmations thereto, between the Issuer and the Swap Counterparty, as the same may be amended, supplemented, renewed, extended or replaced from time to time.]  

“Issuer” means Toyota Auto Receivables [____]-[_] Owner Trust unless and until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Notes, if any.

“Issuer Order” and “Issuer Request” mean a written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee.

“LIBOR” means the rate for deposits in U.S. dollars for a one-month period which appears on the Telerate Page 3750 as of 11:00 a.m., London time, on the Interest Determination Date; provided that, the following procedures will be followed if LIBOR cannot be determined as described above:

(a)

With respect to an Interest Determination Date on which no rate appears on Telerate Page 3750, LIBOR for the applicable Interest Determination Date will be the rate calculated by the Calculation Agent [(as defined in the Interest Rate Swap Agreement)] as the arithmetic mean of at least two quotations obtained by the Calculation Agent after requesting the principal London offices of each of four major reference banks in the London interbank market, which may include the Calculation Agent and its affiliates, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for a one-month period, commencing on the second London Banking Day immediately following the applicable Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a princ ipal amount that is representative for a single transaction in U.S. dollars in that market at that time.  If at least two such quotations are provided, LIBOR determined on the applicable Interest Determination Date will be the arithmetic mean of the quotations.

(b)

If fewer than two quotations referred to in clause (a) above are provided, LIBOR determined on the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of the rates quoted at approximately 11:00 a.m. in New York on the applicable Interest Determination Date by three major banks, which may include the Calculation Agent and its affiliates, in New York, selected by the Calculation Agent for loans in U.S. dollars to leading European banks, having a maturity of one-month and in a principal amount that is representative for a single transaction in  U.S. dollars in that market at that time.

(c)

If the banks so selected by the Calculation Agent are not quoting as mentioned in clause (b) above, LIBOR for the applicable Interest Determination Date will be LIBOR in effect on the applicable Interest Determination Date.

“Note” means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note or a Class A-4 Note.

“Note Depository Agreement” means the agreement entitled “Letter of Representations” dated on or before the Closing Date among the Clearing Agency, the Issuer and the Indenture Trustee with respect to certain matters relating to the duties thereof with respect to the Book-Entry Notes, substantially in the form attached hereto as Exhibit B.

“Note Owner” means, with respect to a Book-Entry Note, any Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

“Note Register” means the Register of Noteholders’ information maintained by the Note Registrar pursuant to Section 2.04.

“Note Registrar” means the Indenture Trustee unless and until a successor Note Registrar shall have been appointed pursuant to Section 2.04.

“Officer’s Certificate” means a certificate signed by any Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01, and delivered to the Indenture Trustee.

“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in this Indenture, be an employee of or counsel to the Issuer, the Seller or the Servicer and which counsel shall be satisfactory to the Owner Trustee, the Indenture Trustee or the Rating Agencies, as the case may be.

“Outstanding” means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture except:

(a)

Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation;

(b)

Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of such Notes; and

(c)

Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser; provided, that in determining whether the Holders of the requisite percentage of the Outstanding Amount of the Notes, or any Class of Notes, have given any request, demand, authorization, direction, notice, consent, or waiver hereunder or under any Basic Document, Notes owned by the Issuer, any other obligor upon the Notes, the Seller or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Notes that the Indenture Trustee knows to be so owned shall be so disregarded.  Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes, the Seller or any Affiliate of any of the foregoing Persons.

“Outstanding Amount” means the aggregate principal amount of all Notes, or, if indicated by the context, all Notes of any Class, Outstanding at the date of determination.

“Owner Trustee” means [____________], not in its individual capacity but solely as Owner Trustee under the Trust Agreement, or any successor Owner Trustee under the Trust Agreement.

“Owner Trust Estate” means all right, title and interest of the Issuer in and to the property and rights assigned to the Issuer pursuant to Article II of the Sale and Servicing Agreement, all funds on deposit from time to time in the accounts created pursuant to Section 5.01 of the Sale and Servicing Agreement (excluding any net investment income with respect to amounts held in such accounts) and all other property of the Issuer from time to time, including any rights of the Owner Trustee and the Issuer pursuant to the Sale and Servicing Agreement and the Administration Agreement, [rights of the Owner Trustee and the Issuer pursuant to the Revolving Liquidity Note Agreement and Revolving Liquidity Note], and as assignee of the rights and interests of the Depositor under the Receivables Purchase Agreement.

“Paying Agent” means the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11 that has been authorized by the Issuer to make payments to and distributions from the Collection Account and the Payahead Account, including payment of principal of or interest on the Notes on behalf of the Issuer.

“Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.05 in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Registered Holder” means the Person in whose name a Note is registered on the Note Register on the applicable Record Date.

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

[“Revolving Liquidity Note” means the Revolving Liquidity Note issued pursuant to the Revolving Liquidity Note Agreement.]

[“Revolving Liquidity Note Agreement” means the Revolving Liquidity Note Agreement dated as of September 18, 2003, between the Issuer and TMCC as the initial Holder of the Revolving Liquidity Note.]

“Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of [___________], among the Issuer, Toyota Auto Finance Receivables LLC, as Seller, and Toyota Motor Credit Corporation, as Servicer, and as to which the Indenture Trustee is a third party beneficiary of certain provisions.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Account Control Agreement” means the Securities Account Control Agreement dated [___________], among the Seller, [___________], as Securities Intermediary thereunder, and [___________], as Indenture Trustee.

“Seller” shall mean Toyota Auto Finance Receivables LLC, in its capacity as seller under the Sale and Servicing Agreement, and its successor in interest.

“Servicer” shall mean Toyota Motor Credit Corporation in its capacity as servicer under the Sale and Servicing Agreement, and any Successor Servicer thereunder.

“Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

“Sponsor” means Toyota Motor Credit Corporation, in its capacity as sponsor under the Sale and Servicing Agreement, and any successor sponsor thereunder.

“Subcontractor”  means any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the asset-backed securities market) of the Receivables but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to the Receivables under the direction or authority of the Servicer or a Subservicer.

“Subservicer” means any Person that services Receivables on behalf of the Servicer or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Servicer under this Agreement that are identified in Item 1122(d) of Regulation AB.

“Successor Servicer” has the meaning specified in Section 3.07(e).

[“Swap Counterparty” shall mean Toyota Motor Credit Corporation, as swap counterparty under the Interest Rate Swap Agreement, or any successor or replacement swap counterparty from time to time under the Interest Rate Swap Agreement.]  

[“Swap Event of Default” means (i) the failure of the Issuer or the Swap Counterparty to pay any amount when due under the Interest Rate Swap Agreement after giving effect to any applicable grace period; (ii) the occurrence of certain events of insolvency or bankruptcy of the Issuer or the Swap Counterparty as specified in the Interest Rate Swap Agreement and (iii) certain other standard events of default under the 1992 ISDA Master Agreement as specified in the Interest Rate Swap Agreement including “Breach of Agreement” (not applicable to the Issuer), “Misrepresentation” (not applicable to the Issuer) and “Merger without Assumption,” as described in Sections 5(a)(ii), 5(a)(iv) and 5(a)(viii) of the 1992 ISDA Master Agreement.]

[“Swap Payments Incoming” means on any Payment Date the net amount, if any, then payable by a Swap Counterparty to the Issuer, excluding any Swap Termination Payments.]  

[“Swap Payments Outgoing” means on any payment Date the net amount, if any, then payable by the Issuer to the Swap Counterparty, excluding any Swap Termination Payments.]  

[“Swap Termination Event” means (i) certain events of insolvency or bankruptcy of the Issuer or the Swap Counterparty as specified in the Interest Rate Swap Agreement; (ii) any Event of Default under the Indenture that results in the acceleration of the Notes or involving an uncured payment default; (iii) the Issuer or Swap Counterparty becomes subject to registration as an “investment company” under the Investment Company Act of 1940; and (iv) certain standard termination events under the 1992 ISDA Master Agreement as specified in the Interest Rate Swap Agreement including “Illegality,” “Tax Event” and “Tax Event Upon Merger,” each as more fully described in Sections 5(b)(i), 5(b)(ii) and 5(b)(iii) of the 1992 ISDA Master Agreement.]

[“Swap Termination Payment” means any termination payment payable by the Issuer to the Swap Counterparty or by the Swap Counterparty to the Issuer under the Interest Rate Swap Agreement.]

“Trust Agreement” means the Trust Agreement dated as of [_______], as amended and restated by the Amended and Restated Trust Agreement dated as of [___________], by and between Toyota Auto Finance Receivables LLC, as depositor, and [___________], as Owner Trustee.

“Trust Estate” means all money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest of this Indenture for the benefit of the Noteholders (including, without limitation, all property and interests Granted to the Indenture Trustee pursuant to the Granting Clause), including all proceeds thereof.

“Trust Officer” means, in the case of the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers with direct responsibility for the administration of the Indenture and the Basic Documents and, with respect to the Owner Trustee, any officer in the Corporate Trust Administration Department of the Owner Trustee with direct responsibility for the administration of the Trust Agreement and the Basic Documents on behalf of the Owner Trustee.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically provided.

“UCC” means, unless the context otherwise requires, the Uniform Commercial Code as in effect in the relevant jurisdiction at the relevant time.

Section 1.02

Usage of Terms.  With respect to all terms in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; and the term “including” means “including without limitation.”

Section 1.03

Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.  The following TIA terms used in this Indenture have the following meanings:

“Commission” means the Securities and Exchange Commission.

“indenture securities” means the Notes.

“indenture security holder” means a Noteholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Indenture Trustee.

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined in the TIA, defined in the TIA by reference to another statute or defined by Commission rule have the meanings so assigned to them.

ARTICLE II
THE NOTES

Section 2.01

Form.  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, in each case together with the Indenture Trustee’s certificate of authentication, shall be in substantially the form set forth in Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof.  Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Each Note shall be dated the date of its authentication.  The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture.

Section 2.02

Execution, Authentication and Delivery.  The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers.  The signature of any such Authorized Officer on the Notes may be manual or facsimile.  Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.  The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[________], Class A-2 Notes for original issue in an aggregate principal amount of $[_________], Class A-3 Notes for original issue in an aggregate principal amount of $[________] and C lass A-4 Notes for original issue in an aggregate principal amount of $[___________].  The aggregate principal amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.05.  The Notes shall be issuable as registered Notes in minimum denominations of $1,000.  Each Note shall be dated the date of its authentication.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form included in Exhibit A, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 2.03

Temporary Notes.  Pending the preparation of definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.  If temporary Notes are issued, the Issuer will cause definitive Notes to be prepared without unreasonable delay.  After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.02, without charge to the Holde r.  Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver in exchange therefor, a like principal amount of definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes.

Section 2.04

Registration; Registration of Transfer and Exchange.

(a)

The Note Registrar shall maintain a Note Register in which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and transfers and exchanges of Notes as provided in this Indenture.  The Indenture Trustee is hereby initially appointed Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as provided in this Indenture.  In the event that, subsequent to the Closing Date, the Indenture Trustee notifies the Issuer that it is unable to act as Note Registrar, the Issuer shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Indenture applicable to it, and otherwise acceptable to the Indenture Trustee, to act as successor Note Registrar under this Indenture.

If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes.

(b)

No transfer of any Class A-1 Note shall be made unless such resale or transfer is made (i) pursuant to an effective Registration Statement under the Securities Act, (ii) in a transaction (other than a transaction in clause (iv) below) exempt from the registration requirements of the Securities Act and applicable state and foreign securities laws, (iii) to any Affiliate of TMCC or (iv) to a Person who the transferor of such Class A-1 Note reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act and that is aware that the resale or other transfer is being made in reliance on Rule 144A or to an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an “Institutional Accredited Investor”).  In the event that a transfer is to be made as described in clause (ii) of the prec eding sentence, the prospective transferee shall deliver or cause to be delivered an Opinion of Counsel in the form and substance satisfactory to the Issuer to the effect that such transfer may be made without registration under the Securities Act or any applicable state or foreign securities laws.  In the event that a transfer is to be made to an institutional accredited investor as described in clause (iv), the Indenture Trustee shall require that the transferee execute a representation letter acceptable to and in form and substance satisfactory to the Issuer certifying to the Indenture Trustee the facts surrounding such transfer, which representation shall not be an expense of the Indenture Trustee or the Servicer.  In the case of a transfer under either clause (ii) or clause (iv), the Holder of a Class A-1 Note desiring to effect such transfer, shall and does hereby agree to, indemnify the Indenture Trustee, the Issuer and the Servicer against any liability that may result if the transfer is no t so exempt or is not made in accordance with the Securities Act and such state and foreign securities laws.  Neither the Servicer, the Issuer nor the Indenture Trustee is under any obligation to register any Class A-1 Notes under the Securities Act or any applicable state or foreign securities laws.  Prospective purchasers of the Class A-1 Notes are hereby notified that the seller of any Class A-1 Notes may be relying on the exemption from the registration requirements of Section 5 of the Act provided by Rule 144A under the Act.

The Class A-1 Notes, this Indenture and related documents may be amended or supplemented from time to time without the consent of any Noteholder to modify restrictions on and procedures for resale and other transfer of such Class A-1 Notes to reflect any change in applicable law or regulation (or the interpretation thereof) or practices relating to the resale or transfer of restricted securities generally.

(c)

Upon the proper surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate in the name of the designated transferee or transferees, one or more new Notes of the same Class in authorized denominations of a like aggregate principal amount.

(d)

At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive.  Every Note presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee and the Note Registrar duly executed by the Holder thereof or his attorney duly authorized in writing.

(e)

No service charge shall be made for any registration of transfer or exchange of Notes, but the Indenture Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Notes.

(f)

All Notes surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed pursuant to Section 2.08.

Section 2.05

Mutilated, Destroyed, Lost or Stolen Notes.  If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class.  In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of a sum suffi cient to cover any tax or other governmental charge that may be imposed in relation thereto.

If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.  

Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.06

Persons Deemed Owners.  Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, and none of the Issuer, the Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

Section 2.07

Payments of Principal and Interest.

(a)

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate and the Class A-4 Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof.  Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person.

(b)

The principal of each Note and, as applicable, the Subordinated Seller’s Interest, shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor.  All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto.  In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid.  Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.

(c)

In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section.  The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).  The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority.  If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c).  In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Section 2.08

Cancellation.  All Notes surrendered for payment, registration of transfer or exchange shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee.  The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee.  No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except as expressly permitted by this Indenture.  All canceled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by a n Issuer Order that they be destroyed or returned to it; provided, that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee.

Section 2.09

Release of Collateral.  Subject to Sections 10.01 and 11.01 and the terms of the Basic Documents, the Indenture Trustee shall release property from the lien of this Indenture only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(l) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.

Section 2.10

Book-Entry Notes.  The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuer.  The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12.  Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12:

(a)

the provisions of this Section shall be in full force and effect;

(b)

the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the authorized representative of such Note Owners;

(c)

to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;

(d)

the rights of such Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement.  Unless and until Definitive Notes are issued in respect of the Book-Entry Notes pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on such Notes to such Clearing Agency Participants; and

(e)

whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and/or the Class A-4 Notes evidencing a specified percentage of the Outstanding Amount of the Notes or of any such Class or of two or more of such Classes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners of Book-Entry Notes and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Notes and has delivered such instructions to the Indenture Trustee.

Section 2.11

Notices to Clearing Agency.  Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to the Note Owners of Book-Entry Notes pursuant to Section 2.12, the Indenture Trustee shall give all such notices and communications specified herein to be given to Holders of the Book-Entry Notes to the Clearing Agency and shall be deemed to have been given as of the date of delivery to the Clearing Agency.

Section 2.12

Definitive Notes.  The Class A-1 Notes, upon original issuance, will be issued as Definitive Notes.  In the case of the Book-Entry Notes, if (i) the Owner Trustee or the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Owner Trustee and the Administrator are unable to locate a qualified successor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller or the Administrator or the Indenture Trustee at its option advises each other such party in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Book-Entry Notes, advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency or a successor thereto is no longer in the best interests of the Note Owners acting together as a single Class, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same.  Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency.  None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively r ely on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.  The Indenture Trustee, Issuer and Administrator shall not be liable for any inability to locate a qualified successor Clearing Agency.  From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders will be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date.  Such notices will be deemed to have been given as of the date of mailing.

Section 2.13

Tax Treatment.  The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate.  The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agree to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness.

ARTICLE III
COVENANTS

Section 3.01

Payments to Noteholders, Certificateholder, [Holder of the Revolving Liquidity Note], [Swap Counterparty], Servicer and Seller.  In accordance with the terms of this Indenture, the Issuer will duly and punctually (i) pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes, [(ii) pay to the Swap Counterparty any Swap Payments Outgoing and Swap Termination Payment when due], [(iii) pay to the Holder of the Revolving Liquidity Note payments under the Revolving Liquidity Note when due], (iv) pay the principal of the Certificate in accordance with the terms of the Certificate, and (v) release from the Collection Account and Payahead Account all other amounts distributable or payable from the Owner Trust Estate (including distributions to be made to the Certificateholder on any Payment Date) under the Trust Agreement, Sale and Servicing Agreement, [t he Revolving Liquidity Note Agreement] and Administration Agreement.  Without limiting the foregoing, and in order to fulfill such obligations, pursuant to Sections 8.02 and 8.04 hereof, the Issuer will cause the Servicer to direct the Indenture Trustee to apply all amounts on deposit in the Collection Account, Payahead Account and Reserve Account on a Payment Date deposited therein pursuant to the Sale and Servicing Agreement (i) (a) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (b) for the benefit of the Class A-2 Notes, to the Class A-2 Noteholders, (c) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders and (d) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, in each case as set forth in Sections 5.06 and 5.07 of the Sale and Servicing Agreement, [(ii) for the benefit of the Swap Counterparty, to or as directed by the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement;] [(iii) for the benefit of the Holder of the Revolv ing Liquidity Note, as set forth in Section 5.06 and 5.07 of the Sale and Servicing Agreement;] (iv) for the benefit of the Servicer, to or as directed by the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement; and (v) for the benefit of the Certificateholder, to or as directed by the Owner Trustee or the Administrator, as set forth in Sections 5.06 and 5.07 of the Sale and Servicing Agreement.  Amounts properly withheld under the Code by any Person from a payment to any Noteholder or the Certificateholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder or the Certificateholder for all purposes of this Indenture.

Section 3.02

Maintenance of Office or Agency.  The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.  The Issuer hereby initially appoints [___________] to serve as its agent for the foregoing purposes.  The Issuer will give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency.  If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive a ll such surrenders, notices and demands.

Section 3.03

Money for Payments To Be Held in Trust.  All payments of amounts due and payable with respect to any Notes, [the Revolving Liquidity Note] or the Certificate, [or to the Swap Counterparty (to the extent such payments to the Swap Counterparty were not deducted from amounts remitted to the Collection Account by the Servicer pursuant to Section 5.04(e) of the Sale and Servicing Agreement)] that are to be made from amounts withdrawn from the Collection Account or Reserve Fund [(provided that only the Collection Account is available for any amounts payable to the Swap Counterparty)]  pursuant to Sections 2.07, 3.01, 4.02 and 4.03 shall be made on behalf of the Issuer by the Indenture Trustee or by a Paying Agent, and no amounts so withdrawn from such accounts for payments of Notes, [the Revolving Liquidity Note], the Certificate or [to the Swap Counterparty (provided that such amounts payable to the Swa p Counterparty were not deducted from amounts remitted to the Collection Account by the Servicer pursuant to Section 5.04(e) of the Sale and Servicing Agreement)] shall be paid over to the Issuer, the Owner Trustee or the Administrator except as provided in this Section.

On or before each Payment Date, the Issuer shall deposit in the Collection Account or, in accordance with the Sale and Servicing Agreement, cause to be deposited (including the provision of instructions to the Indenture Trustee to make any [required draws on the Revolving Liquidity Note] or withdrawals from the Payahead Account or Reserve Account and to deposit such amounts in the Collection Account) to the extent of funds available therefor, an aggregate sum sufficient to pay the amounts then becoming due under the Notes and the Certificate, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act.

The Indenture Trustee, as Paying Agent, hereby agrees with the Issuer that it will, and the Issuer will cause each Paying Agent other than the Indenture Trustee, as a condition to its acceptance of its appointment as Paying Agent, to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee, subject to the provisions of this Section, that such Paying Agent will:

(a)

hold all sums held by it for the payment of amounts due with respect to the Notes, [the Revolving Liquidity Note], the Certificate or [to the Swap Counterparty] or for release to the Issuer for payment to the Certificateholder in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay or release such sums to such Persons as herein provided;

(b)

give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes or [to the Swap Counterparty] or the release of any amounts to the Issuer to be paid to the Certificateholder;

(c)

at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

(d)

immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes (or for release to the Issuer), [the Revolving Liquidity Note] or [to the Swap Counterparty] if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and

(e)

comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes, [the Revolving Liquidity Note] or the Certificate (or assisting the Issuer to withhold from payment to the Certificateholder) or [to the Swap Counterparty] of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

In the event that any Noteholder shall not surrender its Notes for retirement within six months after the date specified in the written notice of final payment described in Section 2.07, the Indenture will give a second written notice to the registered Noteholders that have not surrendered their Notes for final payment and retirement.  If within one year after such second notice any Notes have not been surrendered, the Indenture Trustee shall, at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be paid to California Special Olympics.  The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuer, any other reasonable means of notification of such repayment specified by the Issuer or the Administrator.

Section 3.04

Existence.  The Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate or the Owner Trust Estate.

Section 3.05

Protection of Trust Estate.  The Issuer will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

(a)

maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;

(b)

perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

(c)

enforce any of the Collateral [(including all rights under the Interest Rate Swap Agreement and Revolving Liquidity Note Agreement)];

(d)

[make draw requests pursuant to the terms of the Revolving Liquidity Note Agreement under any circumstance in which the Issuer or the Indenture Trustee has the right to make such draws pursuant to the terms of the Revolving Liquidity Note Agreement;] or

(e)

preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in such Trust Estate against the claims of all persons and parties.

The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute and file any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.05.

Section 3.06

Opinions as to Trust Estate.

(a)

On the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the execution, recording and filing of this Indenture, any indentures supplemental hereto, any requisite financing statements and continuation statements and any other requisite documents necessary to perfect and make effective the lien and security interest of this Indenture or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.

(b)

As and when specified in Section 10.02(h) of the Sale and Servicing Agreement, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the execution, recording, filing or re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other requisite documents necessary to maintain the lien and security interest created by this Indenture or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest.  Such Opinion of Counsel shall also describe the execution, recording, filing or re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other documents that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the date in the following calendar year on which such Opinion of Counsel must again be delivered.

Section 3.07

Performance of Obligations; Servicing of Receivables.

(a)

The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except in each case as expressly provided in the Basic Documents [and the Interest Rate Swap Agreement].

(b)

The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer.  Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture.

(c)

The Issuer will punctually perform and observe all of its obligations and agreements contained in the Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein.

(d)

If an Authorized Officer of the Issuer shall have knowledge of the occurrence of a Servicer Default under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and shall specify in such notice the action, if any, the Issuer is taking with respect of such default, and the Indenture Trustee shall promptly notify the Rating Agencies of such Servicer Default and proposed actions of the Issuer.  If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure.

(e)

As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.01 of the Sale and Servicing Agreement, or if the Servicer resigns in accordance with the terms of the Sale and Servicing Agreement, the Indenture Trustee shall give prompt written notice of such event to the Noteholders and each Rating Agency and shall act to appoint a successor servicer (the “Successor Servicer”).  Any such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee.  In the event that a Successor Servicer has not been appointed and accepted its appointment as set forth in Section 8.02 of the Sale and Servicing Agreement, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and shall thereafter be entitled to the Servicing Fee.  Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business shall include the servicing of automobile and/or light-duty truck receivables, as the successor to the Servicer under the Sale and Servicing Agreement, in accordance with the provisions of Section 8.02 of the Sale and Servicing Agreement.  Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee).  If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as Successor Servicer and the servicing of the Receivables.  In case the Indenture Trustee shall become the Successor Servicer, the Indenture Trustee shall be entitled to appoint as a subservicer any one of its affiliates, provided that the Indenture Trustee, in its capacity as Successor Servicer, shall remain fully liable for the actions and omissions of such Affiliate.

(f)

Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that it will not enter into any amendment, modification, supplement or waiver with respect to any Basic Document [and the Interest Rate Swap Agreement] except (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders, [the Holder of the Revolving Liquidity Note], [the Swap Counterparty] or the Certificateholder, and in each case with the consent of the Indenture Trustee (but without the consent of any of the Noteholders or the Certificateholder) and delivery of an Opinion of Counsel delivered to the Owner T rustee and the Indenture Trustee, to the effect that such action will not adversely affect in any material respect the interests of any Noteholder, [the Holder of the Revolving Liquidity Note], [the Swap Counterparty] or the Certificateholder; (ii) for the purpose of changing the formula for determining the Specified Reserve Account Balance, the manner in which the Reserve Account is funded, changing the remittance schedule for the deposit of collections with respect to the Receivables in the Collection Account or Payahead Account pursuant to Section 5.02 of the Sale and Servicing Agreement or changing the definition of Eligible Investment, in each case with the consent of the Indenture Trustee (but without the consent of any of the Noteholders, [the Holder of the Revolving Liquidity Note], [the Swap Counterparty] or the Certificateholder) if the Indenture Trustee and/or the Owner Trustee, as the case may be, has received a letter from each Rating Agency to the effect that such Rating Agency will not qualify , reduce or withdraw the rating it has currently assigned to any Class of Notes as a result of such amendment (provided that no such amendment may increase or reduce in any manner or accelerate or delay the timing of collections on the Receivables or payments required to be made to any Class of Notes or the Certificate without the consent of all Holders of each affected Class); or (iii) with the consent of the Indenture Trustee and satisfaction of all other conditions precedent to such action set forth in the related Basic Document [and the Interest Rate Swap Agreement].  If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, as applicable, the Issuer agrees, promptly following a request by the Indenture Trustee to agree to such amendment and to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the circum stances to implement such amendment and to cause the relevant Basic Documents and [the Interest Rate Swap Agreement], as amended, to be enforceable against the Issuer.

Section 3.08

Negative Covenants.  So long as any Notes are Outstanding, the Issuer shall not:

(a)

except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee;

(b)

claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate;

(c)

except as may be expressly permitted hereby and by the Basic Documents, (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens of this Indenture, [the Interest Rate Swap Agreement] or [the Revolving Liquidity Note Agreement]) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an ac tion or omission of the related Obligor), (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate or (D) dissolve or liquidate in whole or in part; or

(d)

assume or incur any indebtedness other than the Notes, [the Interest Rate Swap Agreement] and [the Revolving Liquidity Note] or as expressly contemplated by this Indenture (in connection with the obligation to reimburse Advances from the Trust Estate, or to pay expenses from the Trust Estate) or by the Basic Documents as in effect on the date hereof.

Section 3.09

Annual Statement as to Compliance.  

(a)

The Issuer will cause the Servicer to deliver to the Indenture Trustee concurrently with its delivery thereof to the Issuer the annual statement of compliance described in Section 4.11 of the Sale and Servicing Agreement.  In addition, on the same date annually upon which such annual statement of compliance is to be delivered by the Servicer, the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:

(i)

a review of the activities of the Issuer during such year and of its performance under this Indenture has been made under such Authorized Officer’s supervision; and

(ii)

to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture throughout such year, or, if there has been a default in its compliance with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

(b)

On or before [____] of each calendar year, commencing in [___], the Indenture Trustee shall:

(i)

deliver to the Issuer and the Administrator a report (in form and substance reasonably satisfactory to the Administrator, acting on behalf of the Issuer) regarding the Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such report shall be addressed to the Issuer and signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit C hereto; and

(ii)

[deliver to the Issuer and Administrator a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph.  Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;]

Section 3.10

Issuer May Consolidate, etc., Only on Certain Terms.

(a)

The Issuer shall not consolidate or merge with or into any other Person, unless:

(i)

the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein;

(ii)

immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii)

each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes;

(iv)

the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder;

(v)

any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and

(vi)

the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

(b)

Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless:

(i)

the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes [and the Revolving Liquidity Note] and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D ) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction;

(ii)

immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii)

each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notes;

(iv)

the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder, [the Holder of the Revolving Liquidity Note] or any Certificateholder;

(v)

any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and

(vi)

the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Section 3.11

Successor or Transferee.

(a)

Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein.

(b)

Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.10(b), Toyota Auto Receivables [____]-[_] Owner Trust will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee stating that Toyota Auto Receivables [____]-[_] Owner Trust is to be so released.

Section 3.12

No Other Business.  Unless and until the Issuer shall have been released from its duties and obligations hereunder, the Issuer shall not engage in any business other than financing, purchasing, owning, selling and managing the Receivables in the manner contemplated by the Basic Documents and activities incidental thereto, including issuing [the Revolving Liquidity Note pursuant to the Revolving Liquidity Note Agreement].

Section 3.13

No Borrowing.  Unless and until the Issuer shall have been released from its duties and obligations hereunder, the Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness except for the Notes, [the Revolving Liquidity Note] or other obligations permitted hereunder (including the obligation to reimburse Advances from the Trust Estate or pay expenses from the Trust Estate) or under another Basic Document (including indemnification expenses of the Issuer and certain fees and expenses of the Servicer and the Administrator).

Section 3.14

Servicer’s Notice Obligations.  The Issuer shall cause the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (including, but not limited to, under Sections 3.02, 4.08, 4.10, 4.11, 4.12, 4.15, 5.08 and Article X thereof).

Section 3.15

Guarantees, Loans, Advances and Other Liabilities.  Unless and until the Issuer shall have been released from its duties and obligations hereunder, except as contemplated by the Sale and Servicing Agreement, [the Revolving Liquidity Note Agreement], this Indenture or the other Basic Documents, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

Section 3.16

Capital Expenditures.  Unless and until the Issuer shall have been released from its duties and obligations hereunder, the Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

Section 3.17

Removal of Administrator.  So long as any Notes are Outstanding, the Issuer shall not remove the Administrator without cause unless so instructed by the Owner Trustee or the Indenture Trustee and unless each Rating Agency shall have received 10 days’ written notice thereof and shall not have notified the Indenture Trustee, the Administrator or the Owner Trustee that such removal might or would result in the removal or reduction of the rating then assigned thereby to any Class of Notes.

Section 3.18

Restricted Payments.  The Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of  capital or otherwise), whether in cash, property, securities or a combination thereof, to the Servicer, the Owner Trustee or the Certificateholder or otherwise with respect to any ownership or equity interest or security in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, distributions or payments to the Servicer, the Owner Trustee and the Certificateholder as contemplated by, and to the extent funds are available for such purpose under, the Basic Documents.  The Issuer will not, directly or indirectly, make paymen ts to or distributions from the Collection Account except in accordance with the Basic Documents.

Section 3.19

Notice of Events of Default.  The Issuer shall give the Indenture Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder, each default on the part of the Servicer or the Seller of its obligations under the Sale and Servicing Agreement, each default on the part of TMCC of its obligations under the Receivables Purchase Agreement, [each Swap Event of Default] and [any default by the Holder of the Revolving Liquidity Note of its obligations under the Revolving Liquidity Note Agreement].  The Indenture Trustee shall notify each Noteholder of record in writing of any Event of Default promptly upon a Trust Officer obtaining actual knowledge thereof.  Such notices will be provided in accordance with Section 2.11 or 2.12, as applicable.

Section 3.20

Further Instruments and Actions.  Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

ARTICLE IV
SATISFACTION AND DISCHARGE

Section 4.01

Satisfaction and Discharge of Indenture.  This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.03, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Sections 3.03 and 4.02), and (vi) the rights of Noteholders, the Certificateholder, [the Holder of the Revolving Liquidity Note] and [the Swap Counterparty] as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:

(a)

either (1) all Notes and [the Revolving Liquidity Note] theretofore authenticated and delivered (other than Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.05 and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation and [the Interest Rate Swap Agreement] and [the Revolving Liquidity Note Agreement] have been terminated and [all Swap Payments Outgoing and, if applicable, any Swap Termination Payments owed by the Issuer to the Swap Counterparty have been paid] and [all payments owed under the Revolving Liquidity Note Agreement have been paid] or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellatio n have become due and payable or will become due and payable  within one year (either because the Class A-4 Final Scheduled Payment Date is within one year or because the Indenture Trustee has received notice of the exercise of the option granted pursuant to Section 9.01 of the Sale and Servicing Agreement) and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due, [the Revolving Liquidity Note when due] and [all amounts due to the Swap Counterparty];

(b)

the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and

(c)

the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01 and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Section 4.02

Application of Trust Money.  All moneys deposited with the Indenture Trustee pursuant to Section 4.01 hereof shall be held in trust and (a) applied by it in accordance with the provisions of the Notes, the Sale and Servicing Agreement and this Indenture to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for the payment of which such moneys have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest, (b) applied by it in accordance with the provisions of the Revolving Liquidity Note Agreement to payment for amounts due to [the Holder of the Revolving Liquidity Note], (c) applied by it in accordance with the provisions of the [Interest Rate Swap Agreement], the Sale and Servicing Agreement and this Indenture to the payment, either directly or t hrough any Paying Agent, as the Indenture Trustee may determine, [to the Swap Counterparty any Swap Payments Outgoing or Swap Termination Payment due (provided that such amounts were not deducted from amounts remitted to the Collection Account by the Servicer pursuant to Section 5.04(e) of the Sale and Servicing Agreement)], or (d) released to the Owner Trustee for distribution to the Certificateholder or application pursuant to the Trust Agreement or Sale and Servicing Agreement; but such moneys need not be segregated from other funds except to the extent required herein or in the Sale and Servicing Agreement or required by law.

Section 4.03

Repayment of Moneys Held by Paying Agent.  In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all moneys then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.03 or 4.02 and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

ARTICLE V
REMEDIES

Section 5.01

Events of Default.  “Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)

default in the payment of any interest on any Class A Note when the same becomes due and payable, and such default shall continue for a period of five days; or

(b)

default in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable; or

(c)

default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with) which shall continue or not be cured for a period of 90 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the Notes acting together as a single class, a written notice specifying such default and requiring it to be remedied and stating that such notice is a notice of Default hereunder;

(d)

any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith shall prove to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the Notes acting together as a single class, a written notice specifying such incorrect representation or warranty and requiring it to be remedied and stating that such notice is a notice of Default hereund er; or

(e)

the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days;

(f)

the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of any action by the Issuer in furtherance of any of the foregoing;

(g)

[termination of the Interest Rate Swap Agreement on the Early Termination Date  (as defined in the Interest Rate Swap Agreement), without the execution by the Trust and a replacement Swap Counterparty of a replacement Interest Rate Swap Agreement with substantially the same terms as the Interest Rate Swap Agreement and acceptable to the Issuer and the Indenture Trustee and the assignment of such replacement Interest Rate Swap Agreement to the Indenture Trustee; or]

(h)

[default in the payment by the Holder of the Revolving Liquidity Note of its funding obligations under the Revolving Liquidity Note Agreement.]

For purposes of determining whether an Event of Default pursuant to Section 5.01(b) has occurred, the amount of principal required to be paid to the Holders of any Class of Notes on any Payment Date is the amount available to be paid thereto as principal pursuant to Sections 5.06(c) and (d) of the Sale and Servicing Agreement; provided however that (i) the Class A-1 Notes are required to be paid in full on or before the Class A-1 Final Scheduled Payment Date, meaning that Holders of Class A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A-2 Notes are required to be paid in full on or before the Class A-2 Final Scheduled Payment Date, meaning that Holders of Class A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A-3 Notes are required to be paid in full on or before the Class A-3 Final Scheduled Payment Date, meaning that Holders of Class A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A-3 Initial Principal Balance together with all interest accrued thereon through such date, and (iv) the Class A-4 Notes are required to be paid in full on or before the Class A-4 Final Scheduled Payment Date, meaning that Holders of Class A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A-4 Initial Principal Balance together with all interest accrued thereon through such date.

The Issuer shall deliver to the Indenture Trustee [and the Swap Counterparty], within five days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any Default which with the giving of notice or the lapse of time would become an Event of Default under clause (c), the status of such Default and any action the Issuer is taking or proposes to take with respect thereto.

Section 5.02

Acceleration of Maturity; Rescission and Annulment.  If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Class A Notes acting together as a single Class (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), may, without the consent of the Certificateholder, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable.

At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Class A Notes representing at least a majority of the Outstanding Amount of the Class A Notes (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), acting together as a single Class, without the consent of the Certificateholder, in each case, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(a)

the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

(i)

all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder (including all payments payable to [the Holder of the Revolving Liquidity Note under the Revolving Liquidity Note Agreement] and [the Swap Counterparty under the Interest Rate Swap Agreement]) or in accordance with the terms of the Notes if the Event of Default giving rise to such acceleration had not occurred; and

(ii)

all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and

(b)

all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12.

No such rescission shall affect any subsequent default or impair any right consequent thereto.

Section 5.03

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

(a)

The Issuer covenants that if (i) Default is made in the payment of any interest on any Class A Note, so long as any amounts remain unpaid with respect to the Class A Notes, when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable (as described in the penultimate paragraph of Section 5.01 hereof), the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on such Class of Notes for principal and interest, with interest upon the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the rate borne by the Notes and in addition there to such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.

(b)

In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.

(c)

If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and, incidentally thereto, the Certificateholder, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.

(d)

In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, then, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee s hall have made any demand pursuant to the provisions of this Section, the Indenture Trustee shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i)

to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and the Certificate, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders or the Certificateholder allowed in such Proceedings;

(ii)

unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

(iii)

to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, [the Holder of the Revolving Liquidity Note], [the Swap Counterparty] or the Certificateholder and of the Indenture Trustee on their behalf; and

(iv)

to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes, [the Swap Counterparty] or [the Holder of the Revolving Liquidity Note] allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, [the Swap Counterparty] and [the Holder of the Revolving Liquidity Note], to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respecti ve agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.

(e)

Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or [the Holder of the Revolving Liquidity Note] any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder or [the Holder of the Revolving Liquidity Note] in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(f)

All rights of action and of asserting claims under this Indenture, or under any of the Notes, [the Revolving Liquidity Note Agreement] or [the Interest Rate Swap Agreement], may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes and [the Holder of the Revolving Liquidity Note] and, incidentally thereto, for the benefit of the Certificateholder.

(g)

In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and [the Holder of the Revolving Liquidity Note], and it shall not be necessary to make any Noteholder or [the Holder of the Revolving Liquidity Note] a party to any such Proceedings.

Section 5.04

Remedies; Priorities; Insolvency of Seller.

(a)

If an Event of Default under Section 5.01 shall have occurred and be continuing which results in the acceleration of the Notes (whether or not the Trust Estate is sold in one or more public or private sales as provided in Section 5.04(b)(iv)), and unless and until such acceleration has been rescinded, the Indenture Trustee will make payments on the Notes, [the Revolving Liquidity Note] and the Certificate as set forth in Section 5.06(d) of the Sale and Servicing Agreement, rather than pursuant to Section 5.06(c).

(b)

In accordance with Section 5.03, if an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.05):

(i)

institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes, [to the Swap Counterparty], [to the Holder of the Revolving Liquidity Note], or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer, [the Swap Counterparty] and any other obligor upon such Notes moneys adjudged due;

(ii)

institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate;

(iii)

exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and

(iv)

sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law;  provided, however, that, notwithstanding anything in this Indenture to the contrary, the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.01(a), (b), (g) or (h), unless (A) the Holders of 100% of the Outstanding Amount of the Class A Notes consent thereto or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66-2/3% of the Outstanding Amount of the Class A Notes (acting together as a single class).  In determining such sufficiency or insufficiency with respect to clause (B) and (C), the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.  In connection with any such sale, the Indenture Trustee will afford the Holders of each Class of Notes adequate advance notice and information as to the conduct of such sale such that any such Holders (acting individually, as Classes, as a single Class or otherwise) will be reasonably able to submit bids for the purchase of the assets to be liquidated, and that the Indenture Trustee wi ll consider any and all such bids on the same basis that it considers any other bids submitted by any other party or parties.  The proceeds of such sale or liquidation (net of the expenses incurred by the Indenture Trustee in connection with the conduct thereof, which will be retained by the Indenture Trustee from such proceeds) will be treated as collections and deposited into the Collection Account by the Indenture Trustee for distribution to the Noteholders, [the Swap Counterparty], [the Holder of the Revolving Liquidity Note Agreement] and the Certificateholder in accordance with the priorities specified in Section 5.06(d) of the Sale and Servicing Agreement.  The Indenture Trustee will have no liability with respect to the amount of such proceeds or the adequacy thereof to make payments in full of any Class of Notes, [the Revolving Liquidity Note], or the Certificate.  

The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section.  At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the related record date, payment date and amount to be paid.

(c)

If an Insolvency Event occurs with respect to the Seller, the Indenture Trustee (or the Indenture Trustee for the Class A Notes, pursuant to Section 5.04(b)) will sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law and in a commercially reasonable manner and on commercially reasonable terms in accordance with the provisions of Section 9.02 of the Trust Agreement; provided, however, that the Indenture Trustee (or the Indenture Trustee for the Class A Notes, pursuant to Section 5.04(b)) may not sell or otherwise liquidate the Trust Estate in connection with such event if, prior to the termination of the Trust Agreement pursuant to Section 9.02 of the Trust Agreement, the Holders of at least a majority of the Outstanding Amount of the Class A Notes so long as any amounts remain unpaid with re spect to such Notes (excluding from such action and calculation all Notes held by TMCC, TAFR LLC or any of their Affiliates) notify the Indenture Trustee in writing that they disapprove of such sale or liquidation and the termination of trusts created hereby in connection therewith; and provided, further, that in connection with any such sale the Indenture Trustee will afford the Holders of each Class of Notes adequate advance notice and information as to the conduct of such sale such that any such Holders (acting individually, as Classes, as a single Class or otherwise) will be reasonably able to submit bids for the purchase of the assets to be liquidated, and that the Indenture Trustee will consider any and all such bids on the same basis that it considers any other bids submitted by any other party or parties.  The proceeds of such sale or liquidation (net of the expenses incurred by the Indenture Trustee in connection with the conduct thereof, which will be retained by the Indenture Tr ustee from such proceeds) will be treated as collections and deposited into the Collection Account by the Indenture Trustee for distribution to the Noteholders, [the Swap Counterparty], [the Holder of the Revolving Liquidity Note] and Certificateholders in accordance with the priorities specified in Section 5.06(d) of the Sale and Servicing Agreement.  The Indenture Trustee will have no liability with respect to the amount of such proceeds or the adequacy thereof to make payments in full of any Class of Notes, [the Revolving Liquidity Note] or the Certificate.  The Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the commercial reasonableness of the conduct of any such sale or liquidation and as to the expenses incurred by the Indenture Trustee in connection therewith, the costs of which may be retained by the Indenture Trustee from the proceeds of such sale or liquidation.

Section 5.05

Optional Preservation of the Receivables.  Except as provided in Section 5.04(b)(iv), if the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless otherwise directed by the Holders of at least a majority of the Outstanding Amount of the Class A Notes, acting together as a single class (excluding from such action and calculation all Notes held by TMCC, TAFR LLC or any of their Affiliates), but need not, elect to maintain possession of the Trust Estate and direct the Issuer, Servicer and Administrator not to take steps to liquidate the Receivables.  It is the desire of the parties hereto, [the Swap Counterparty], [the Holder of the Revolving Liquidity Note] and the Noteholders that there be at all times sufficient funds for the p ayment of [any obligations under the Interest Rate Swap Agreement to the Swap Counterparty] and principal of and interest on the Notes, [payment of amounts due to the Holder of the Revolving Liquidity Note], and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate.  In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Section 5.06

Limitation of Suits.  No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default, and:

(a)

the Event of Default arises from the Servicer’s failure to remit payments when due or

(b)

the Holders of not less than 25% of the Outstanding Amount of the Class A Notes, acting together as a single class, have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder and have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request and the Indenture Trustee for 30 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings.

It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided.

Section 5.07

Unconditional Rights of Noteholders To Receive Principal and Interest.  Notwithstanding any other provisions in this Indenture, the Holder of any Note and [the Holder of the Revolving Liquidity Note] (subject to the terms of the Sale and Servicing Agreement) shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note and in this Indenture (in each case with reference to the calculations to be made pursuant to the Sale and Servicing Agreement [and in the case of the Revolving Liquidity Note, only to the extent amounts are available therefor under the terms of the Sale and Servicing Agreement)] and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

Section 5.08

Restoration of Rights and Remedies.  If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

Section 5.09

Rights and Remedies Cumulative.  No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders or [the Holder of the Revolving Liquidity Note] is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.10

Delay or Omission Not a Waiver.  No delay or omission of the Indenture Trustee, [the Holder of the Revolving Liquidity Note] or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein.  Every right and remedy given by this Article V or by law to the Indenture Trustee, [the Holder of the Revolving Liquidity Note] or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee, [the Holder of the Revolving Liquidity Note] or by the Noteholders, as the case may be.

Section 5.11

Control by Noteholders.  The Holders of at least a majority of the Outstanding Amount of the Class A Notes, acting together as a single class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:

(i)

such direction shall not be in conflict with any rule of law or with this Indenture;

(ii)

any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than percentages of  the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates); and

(iii)

the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction.

Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject it to personal liability or would be unduly prejudicial  to the rights of any Noteholders not consenting to such action.

Section 5.12

Waiver of Past Defaults.  Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.02 or the liquidation or sale of the Trust Estate pursuant to Section 5.04, the Holders of Class A Notes representing at least a majority of the Outstanding Amount of the Class A Notes (acting together as a single Class), without the consent of the Holder of the Certificate or [the Revolving Liquidity Note] (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates); may waive any past Default, Event of Default or Servicer Default and its consequences except a (a) Servicer Default in the deposit of collections or other required amounts into the Collection Account, Payahead Account or Reserve Fund, or (b) Default in respect of a covenant or provision hereof that canno t be modified or amended without the consent of the Holder of each Note.  In the case of any such waiver, the Issuer, the Indenture Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Section 5.13

Undertaking for Costs.  All parties to this Indenture agree, and each Holder of any Note or Note Owner by such Holder’s acceptance of such Note or beneficial interest therein, as the case may be, and [the Holder of the Revolving Liquidity Note by such Holder’s acceptance of the Revolving Liquidity Note Agreement], shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses m ade by such party litigant; but the provisions of this Section shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 25% of the Outstanding Amount of Notes, or (c) any suit instituted by any Noteholder or [the Holder of the Revolving Liquidity Note] for the enforcement of the payment of principal of or interest on any Note or [Revolving Liquidity Note] on or after the respective due dates expressed in such Note, [the Revolving Liquidity Note] and in this Indenture.

Section 5.14

Waiver of Stay or Extension Laws.  The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 5.15

Action on Notes.  The Indenture Trustee’s right to seek and recover judgment on the Notes, [the Interest Rate Swap Agreement], [the Revolving Liquidity Note] or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture.  Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer.  Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.06.

Section 5.16

Performance and Enforcement of Certain Obligations.

(a)

Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Servicer, [the Holder of the Revolving Liquidity Note] and [the Swap Counterparty], as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement, [the Revolving Liquidity Note Agreement] and [the Interest Rate Swap Agreement] or by the Seller of its remedies under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement and [the Revolving Liquidity Note Agreement] to the extent and in the manner directed by the Indenture Trustee, including the tr ansmission of notices of default on the part of the Seller, the Servicer or [the Holder of the Revolving Liquidity Note] thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Servicer, or [the Holder of the Revolving Liquidity Note] of each of their respective obligations under the Sale and Servicing Agreement and [the Revolving Liquidity Note Agreement].

(b)

If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Holders of 66-2/3% of the Outstanding Amount of the Class A Notes (acting together as a single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Servicer, [the Holder of the Revolving Liquidity Note] and [the Swap Counterparty] under or in connection with the Sale and Servicing Agreement, [the Revolving Liquidity Note Agreement] and [the Interest Rate Swap Agreement], against the Seller under or in connection with the Receivables Purchase Agreement, or against the Administrator under the Adminis tration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Servicer or the Administrator, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension, or waiver thereunder and any right of the Issuer to take such action shall be suspended.

ARTICLE VI
THE INDENTURE TRUSTEE

Section 6.01

Duties of Indenture Trustee.

(a)

The Indenture Trustee, both prior to and after the occurrence of a Servicer Default under the Sale and Servicing Agreement, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture.

(b)

The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they conform on their face to the requirements of this Indenture.

(c)

No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that:

(i)

the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee, the permissive right of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and, in the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Indenture Trustee and conforming on their face to the requirements of this Indenture;

(ii)

the Indenture Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it shall be proved that the Indenture Trustee was negligent in performing its duties in accordance with the terms of this Indenture; and

(iii)

the Indenture Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the direction of the Holders of at least a majority of the Outstanding Amount of the Class A Notes (acting together as a single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee under this Indenture.  Moreover, if more than one Indenture Trustee has been appointed, each Indenture Trustee shall owe any and all fiduciary duties only to the Class or Classes of Notes on whose behalf it shall have been appointed.

(d)

The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(e)

All information obtained by the Indenture Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Indenture or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena.

(f)

Pursuant to Sections 3.02 and 4.08 of the Sale and Servicing Agreement, in the event that a Trust Officer of the Indenture Trustee discovers that a representation or warranty with respect to a Receivable was incorrect as of the time specified with respect to such representation and warranty or that a covenant of the Servicer has been breached, and such incorrectness or breach materially and adversely affects the interests of the Issuer, the Indenture Trustee shall give prompt written notice to the Servicer and the Owner Trustee of such incorrectness.

Section 6.02

Rights of Indenture Trustee.

(a)

Except as otherwise provided in Section 6.01:

(i)

the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(ii)

the Indenture Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such Opinion of Counsel;

(iii)

the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, [the Revolving Liquidity Note Agreement] (except as specified in Section 3.05(d) herein) or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture, [the Revolving Liquidity Note Agreement] or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture, [the Revolving Liquidity Note Agreement] or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby;

(iv)

the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(v)

the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Class A Notes (acting together as a single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates); provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to th e Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; and

(vi)

the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian.

(b)

No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.

Section 6.03

Individual Rights of Indenture Trustee.  The Indenture Trustee in its individual or any other capacity may become the Holder, beneficial owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee.  Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights.  However, in so doing the Indenture Trustee must comply with Sections 6.11 and 6.12.

Section 6.04

Indenture Trustee’s Disclaimer.  The Indenture Trustee makes no representations as to the validity or sufficiency of this Indenture, [the Revolving Liquidity Note Agreement], [the Interest Rate Swap Agreement] or the Notes (other than the execution by the Indenture Trustee on behalf of the Trust of, and the certificate of authentication on, the Notes), or of the Certificate.  The Indenture Trustee shall have no obligation to perform any of the duties of the Servicer or the Administrator unless explicitly set forth in this Indenture or the Sale and Servicing Agreement.  The Indenture Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of the Notes, [the Interest Rate Swap Agreement], [the Revolving Liquidity Note Agreement] or any Receivable, any ownership interest in any Financed Vehicle, or the m aintenance of any such ownership interest, or for or with respect to the efficacy of the Trust or its ability to generate the payments to be distributed to Noteholders under this Indenture, [to the Holder of the Revolving Liquidity Note under the Revolving Liquidity Note Agreement] or [to the Swap Counterparty under the Interest Rate Swap Agreement], including without limitation the validity of the assignment of the Receivables to the Trust or of any intervening assignment; the existence, condition, location and ownership of any Receivable or Financed Vehicle; the existence and enforceability of any physical damage or credit life or credit disability insurance; the existence and contents of any retail installment sales contract or any computer or other record thereof; the completeness of any retail installment sales contract; the performance or enforcement of any retail installment sales contract; the compliance by the Issuer with any covenant or the breach by the Issuer, Seller or Servicer of any warranty o r representation made under this Indenture or in any Basic Document or other related document and the accuracy of any such warranty or representation prior to the Indenture Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; the acts or omissions of the Issuer, Seller or the Servicer; or any action by the Indenture Trustee taken at the instruction of the Servicer; provided, however, that the foregoing shall not relieve the Indenture Trustee of its obligation to perform its duties under this Indenture.  Except with respect to a claim based on the failure of the Indenture Trustee to perform its duties under this Indenture or based on the Indenture Trustee's willful misconduct, bad faith or negligence, no recourse shall be had for any claim based on any provision of this Indenture, [the Interest Rate Swap Agreement], [the Revolving Liquidity Note Agreement], the Notes or the Certificate or assignment thereof against the institution serving as t he Indenture Trustee in its individual capacity.  The Indenture Trustee shall not have any personal obligation, liability or duty whatsoever to any Noteholder, [the Holder of the Revolving Liquidity Note], [the Swap Counterparty] or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Issuer or any indemnitor who shall furnish indemnity as provided in this Indenture.  The Indenture Trustee shall not be accountable for the use or application by the Issuer of any of the Notes or of the proceeds of such Notes, or for the use or application of any funds paid to the Servicer in respect of the Notes.  Anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of act ion.

Section 6.05

Notice of Defaults.  If a Trust Officer of the Indenture Trustee knows that a Default has occurred and is continuing, the Indenture Trustee shall mail to each Noteholder and [the Swap Counterparty] notice of such Default within 10 days of the discovery thereof.  Except in the case of a Default in payment of principal of or interest on any Note, the Indenture Trustee may withhold such notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Noteholders.

Section 6.06

Reports by Indenture Trustee to Holders.  The Indenture Trustee shall deliver or cause to be delivered annually to each Noteholder of record such information as may be required to enable such holder to prepare its federal and state income tax returns.  The Indenture Trustee shall also deliver or cause to be delivered annually to each Noteholder of record a report relating to its eligibility and qualification to continue as Indenture Trustee under this Indenture, any amounts advanced by it under this Indenture, the amount, interest rate and maturity date of certain indebtedness owed by the Issuer to such Indenture Trustee, in its individual capacity, the property and funds physically held by such Indenture Trustee in its capacity as such, and any action taken by it that materially affects the Notes and that has not been previously reported.

Section 6.07

Compensation and Indemnity.  The Issuer shall pay or shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services.  The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services.  Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts.  The Administrator shall indemnify or shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees) inc urred by it in connection with the administration of this trust and the performance of its duties hereunder.  The Indenture Trustee shall notify the Administrator and the Servicer promptly of any claim for which it may seek indemnity.  Failure by the Indenture Trustee to so notify the Administrator and the Servicer shall not relieve the Administrator or the Servicer of its obligations hereunder.  In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies the Administrator of the commencement thereof, the Administrator will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee (who may, unless there is, as evidenced by an opinion of counsel to the Indenture Trustee stating that there is an unwaivable conflict of interest, be counsel to the Administrator), and neither the Administrator nor the Servicer will be liable to the Indenture Trustee under this Section for any legal or other expenses subsequently incurred b y the Indenture Trustee in connection with the defense thereof, other than reasonable costs of investigation.  Neither the Administrator nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith.

The Administrator’s, the Issuer’s and the Servicer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10.  When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the Seller, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Section 6.08

Replacement of Indenture Trustee.  The Indenture Trustee may resign at any time by providing written notice of its resignation to the Issuer.  The Administrator, on behalf of the Issuer, may remove the Indenture Trustee if:

(a)

the Indenture Trustee fails to comply with Section 6.11;  

(b)

the Indenture Trustee is adjudged a bankrupt or insolvent;

(c)

a receiver or other public officer takes charge of the Indenture Trustee or its property; or

(d)

the Indenture Trustee otherwise becomes legally or practically incapable of fulfilling its duties hereunder.

If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator, on behalf of the Issuer, shall promptly appoint a successor Indenture Trustee.  No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.08.

A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, to the Servicer and to the Administrator.  Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture.  The successor Indenture Trustee shall mail a notice of its succession to Noteholders and [the Swap Counterparty].  The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

If a successor Indenture Trustee does not take office within 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Administrator or the Holders of a majority in Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may at any time thereafter petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s, the Servicer’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Section 6.09

Successor Indenture Trustee by Merger.  If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee corporation without any further act shall be the successor Indenture Trustee if such surviving Person or transferee corporation or bank shall be otherwise qualified and eligible under Section 6.11.  The Indenture Trustee shall provide the Issuer, the Servicer and the Rating Agencies reasonable prior written notice of any such transaction.

In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Indenture Trustee shall have.

Section 6.10

Appointment of Co-Indenture Trustee or Separate Indenture Trustee.

(a)

Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable.  No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.08 hereof.

(b)

Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i)

all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in and/or directing such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

(ii)

no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and  

(iii)

the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c)

Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VI.  Each separate trustee and co-trustee, upon its acceptance of the trusts thereupon conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee.  Every such instrument shall be filed with the Indenture Trustee.

(d)

Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.  If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 6.11

Eligibility; Disqualification.  The Indenture Trustee shall at all times satisfy the requirements of TIA Section 310(a).  The Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and it or its parent shall have a long-term debt rating of Baa3 or better by Moody’s or shall otherwise be acceptable to Moody’s.  The Indenture Trustee shall comply with TIA Section 310(b), including the optional provision permitted by the second sentence of TIA Section 310(b)(9); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met.

Section 6.12

Preferential Collection of Claims Against Issuer.  The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b).  An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

Section 6.13

[Revolving Liquidity Note Provisions.  The Issuer has entered into the Revolving Liquidity Note Agreement, in a form satisfactory to the Rating Agencies, as a credit and liquidity enhancement arrangement that will provide funding for certain required payments of principal and interest on the Notes in the event that Available Collection and any amounts on deposit in the Reserve Account that are available therefore are insufficient to fund such required payments. All payments owed by the Issuer to the Holder of the Revolving Liquidity Note will be fully subordinated to payments of principal and interest on the Class A Notes.]

[(a)

As provided in Sections 5.06 and 5.07 of the Sale and Servicing Agreement, the Indenture Trustee will be responsible for remitting all payments to the Holder of the Revolving Liquidity Note.

(b)

Upon the occurrence of a default by the Holder of the Revolving Liquidity Note of its funding obligations pursuant to Sections 2.1 and 2.2 of the Revolving Liquidity Note Agreement, if the Notes are accelerated pursuant to Section 5.02 hereof, the priority of payments relating to the Class A Notes shall change to those set forth in Section 5.06(d) of the Sale and Servicing Agreement.

(c)

Prior to the termination of this Indenture, the Revolving Liquidity Note Agreement may be amended by the Issuer and the Holder of the Revolving Liquidity Note, with the consent of the Indenture Trustee, but without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholder.  Prior to the termination of this Indenture, the Revolving Liquidity Note Agreement may also be amend ed by the Issuer and the Holder of the Revolving Liquidity Note, with the consent of the Indenture Trustee, but without the consent of any of the Noteholders or the Certificateholder only if the Indenture Trustee (i) has received a letter from Standard & Poor’s to the effect that Standard & Poor’s will not qualify, reduce or withdraw the rating it has currently assigned to any Class of Notes as a result of such amendment and (ii) has provided Moody’s with 10 days prior written notice of such amendment and Moody’s shall not have notified the Indenture Trustee that such amendment might or would result in the qualification, reduction or withdrawal of the rating it has currently assigned to any Class of Notes.  After the termination of this Indenture, the Revolving Liquidity Note Agreement may be amended in writing by the Issuer and the Holder without notice to or consent of any other Person.]

Section 6.14

[Interest Rate Swap Provisions.  The Issuer has entered into the Interest Rate Swap Agreement, in a form satisfactory to the Rating Agencies, to hedge the floating rate interest expense on the Class A-3 Notes.  The Issuer may, from time to time, enter into one or more replacement Interest Rate Swap Agreements in the event that any Interest Rate Swap Agreement is terminated prior to its scheduled expiration pursuant to a Swap Event of Default or a Swap Termination Event.  All Swap Payments Outgoing and Swap Termination Payments owed by the Issuer to the Swap Counterparty will rank senior to interest payments on the Class A Notes.]

[(a)

Except as provided in Section 5.04(e) of the Sale and Servicing Agreement, the Indenture Trustee will be responsible for remitting all Swap Payments Outgoing and any Swap Termination Payments payable to the Swap Counterparty and for collecting Swap Payments Incoming and any Swap Termination Payments payable by the Swap Counterparty.

(b)

Upon the occurrence of (i) any Swap Event of Default arising from any action taken, or failure to act, by the Swap Counterparty, or (ii) any Swap Termination Event  (except as described in the following sentence) with respect to which the Swap Counterparty is an Affected Party (as defined in the Interest Rate Swap Agreement), the Indenture Trustee may and will, at the direction of the Holders of at least a majority of the Outstanding Amount of the Class A-2, Class A-3 and Class A-4 Notes, acting together as a single Class (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), designate an Early Termination Date (as defined in the Interest Rate Swap Agreement) with respect to the Swap Agreement.  If a Swap Termination Event occurs (i) as a result of the insolvency or b ankruptcy of the Issuer or the Swap Counterparty or (ii) because the Issuer or the Swap Counterparty becomes subject to registration as an “investment company” under the Investment Company Act of 1940, the Indenture Trustee will designate an Early Termination Date.

(c)

At least five days before the effective date of any proposed amendment or supplement to the Interest Rate Swap Agreement, the Administrator shall provide the Rating Agencies with a copy of such amendment or supplement.  Unless the amendment or supplement is for the purpose of clarifying any term or provision, correcting any inconsistency, curing any ambiguity, or correcting any typographical error in the Interest Rate Swap Agreement, an amendment or supplement to the Interest Rate Swap Agreement will be effective only after satisfaction of the Rating Agency Condition.

(d)

The Administrator shall notify the Swap Counterparty of any proposed amendment or supplement to any of the Basic Documents.  If such proposed amendment or supplement would adversely affect any of the Swap Counterparty’s rights or obligation under the Interest Rate Swap Agreement or modify the obligations of, or impair the ability of the Issuer to fully perform any of its obligations under the Interest Rate Swap Agreement, the Administrator shall obtain the consent of the Swap Counterparty prior to the adoption of such amendment of supplement, provided, the Swap Counterparty’s consent to any such amendment or supplement shall not be unreasonably withheld, and provided further, the Swap Counterparty’s consent will be deemed to have been given  if the Swap Counterparty does not object to writing within ten Business Days of receipt of a written request for su ch consent.]

ARTICLE VII
NOTEHOLDERS’ LISTS AND REPORTS

Section 7.01

Note Registrar To Furnish Names and Addresses of Noteholders.  The Note Registrar shall furnish or cause to be furnished to the Indenture Trustee, Owner Trustee, Servicer or Administrator, within 15 days after receipt by the Note Registrar of a written request therefrom, a list of the names and addresses of the Noteholders of any Class as of the most recent Record Date.  If three or more Holders of Notes of any Class, or one or more Holders of such Notes evidencing not less than 25% of the Outstanding Amount of such Notes (hereinafter referred to as “Applicants”), apply in writing to the Indenture Trustee, and such application states that the Applicants desire to communicate with other Noteholders with respect to their rights under this Indenture or under the Notes and such application is accompanied by a copy of the communication that such Applicants propose to transmit , then the Indenture Trustee shall, within five Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Noteholders.  The Indenture Trustee may elect not to afford the requesting Noteholders access to the list of Noteholders if it agrees to mail the desired communication by proxy, on behalf of and at the expense of the requesting Noteholders, to all Noteholders.  Every Noteholder, by receiving and holding a Note, agrees with the Indenture Trustee and the Issuer that none of the Indenture Trustee, the Owner Trustee, the Issuer, the Servicer or the Administrator shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Noteholders under this Indenture, regardless of the source from which such information was derived.

If the Indenture Trustee shall cease to be the Note Registrar, then thereafter the Administrator will furnish or cause to be furnished to the Indenture Trustee not more than five days after the most recent Record Date or at such other times as the Indenture Trustee reasonably may request in writing, a list, in such form as the Indenture Trustee reasonably may require, of the names and addresses of the Holders of Notes as of such Record Date.

Section 7.02

Preservation of Information; Communications to Noteholders.

(a)

The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.01 and the names and addresses of Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar.  The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.01 upon receipt of a new list so furnished.

(b)

Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes.

(c)

The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA Section 3.12(c).

Section 7.03

Reports by Issuer.

(a)

The Issuer shall:

(i)

file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii)

file with the Indenture Trustee and the Commission in accordance with the rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(iii)

supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA Section 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.03(a) and by rules and regulations prescribed from time to time by the Commission.

(b)

Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on March 31 of each year.

Section 7.04

Reports by Indenture Trustee.  If required by TIA Section 313(a), within 60 days after each March 31 beginning with [___], the Indenture Trustee shall mail to each Noteholder as required by TIA Section 313(c) a brief report dated as of such date that complies with TIA Section 313(a).  The Indenture Trustee also shall comply with TIA Section 313(b).

A copy of each report at the time of its mailing to Noteholders shall be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed.  The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange.

ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01

Collection of Money.  Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture.  The Indenture Trustee shall apply all such money received by it as provided in this Indenture.  Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings.  Any such action shall be without prejudice to any right to clai m a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article V.

Section 8.02

Trust Accounts.  

(a)

On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and, to the extent set forth herein, the Certificateholder, [the Holder of the Revolving Liquidity Note] and [the Swap Counterparty], the Collection Account and Payahead Account as provided in Section 5.01 of the Sale and Servicing Agreement.

(b)

On or prior to the Closing Date, the Seller shall, pursuant to the Securities Account Control Agreement, establish and maintain with the Indenture Trustee, for the benefit of the Noteholders, the Reserve Account as provided in Section 5.07 of the Sale and Servicing Agreement.  Upon the execution and delivery by the parties hereto of this Indenture, the Indenture Trustee will deliver to the Securities Intermediary the Prohibition Notice provided for in the Securities Account Control Agreement.  In connection with the termination of this Indenture, the Indenture Trustee will deliver to the Securities Intermediary the Rescission of Prohibition Notice provided for in the Securities Account Control Agreement.

Section 8.03

[Reserved].

Section 8.04

General Provisions Regarding Accounts.

(a)

So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Collection Account and Payahead Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee at the written direction of the Servicer, subject to the provisions of Section 5.01 of the Sale and Servicing Agreement.  All income or other gain from investments of moneys deposited in the Collection Account and Payahead Account shall be deposited by the Indenture Trustee in the Collection Account and paid to the Servicer as servicing compensation on each Payment Date, and any loss resulting from such investments in excess of such income or gain (against which such losses will first be applied) shall be charged to such account.  The Servicer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in the Collection Account or Payahead Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

(b)

So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Reserve Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee (by delivery to the Securities Intermediary of appropriate Entitlement Orders) at the written direction of the Seller, subject to the provisions of Section 5.07 of the Sale and Servicing Agreement and the provisions of the Securities Account Control Agreement.  All income or other gain from investments of moneys deposited in the Reserve Account shall be paid by the Indenture Trustee to the Seller on each Payment Date (by delivery to the Securities Intermediary of appropriate Entitlement Orders).  Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer, for the purposes and in the amounts set forth in Section 5.06 of the Sale and Servicing Agreeme nt, the Reserve Account and all funds held therein shall be the property of the Seller and not the property of the Trust, the Owner Trustee or the Indenture Trustee.  The Seller will grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in all funds (including Eligible Investments, but not the income from such investments) in the Reserve Account (including the Reserve Account Initial Deposit) and the proceeds thereof, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that all income from the investment of funds in the Reserve Account and the right to receive such income are retained by the Seller and are not transferred, assigned or otherwise conveyed hereunder.  The Seller will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in the Reserve Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Seller shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

(c)

Subject to Section 6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account, Payahead Account or Reserve Account resulting from any loss on any Eligible Investment included therein at the direction of the Servicer or Seller, as the case may be, except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with the terms thereof.

(d)

If (i) the Servicer or Seller shall have failed to give investment directions for any funds on deposit in the Collection Account, Payahead Account and Reserve Account, as the case may be, to the Indenture Trustee by 11:00 a.m. Eastern Time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 or (iii) if such Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Eligible In vestments specified in clause (h) of the definition of Eligible Investments provided in the Sale and Servicing Agreement.

Section 8.05

Release of Trust Estate.

(a)

Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in such property, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture.  No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

(b)

The Indenture Trustee shall, at such time as there are no Notes outstanding, all sums due to [the Swap Counterparty] and [the Holder of the Revolving Liquidity Note] have been paid and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to or to the order of the Issuer or, in the case of the Reserve Account, to the Seller, entitled thereto any funds then on deposit in the Collection Account, Payahead Account and Reserve Account, as the case may be.  The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.05(b) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA Sections 314(c) a nd 314(d)(1) meeting the applicable requirements of Section 11.01.

Section 8.06

Opinion of Counsel.  The Indenture Trustee shall receive at least seven days notice when requested by the Issuer to take any action pursuant to Section 8.05(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate.  Counsel rendering an y such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

ARTICLE IX
SUPPLEMENTAL INDENTURES

Section 9.01

Supplemental Indentures Without Consent of Noteholders.  Subject to Section 9.03, without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:

(a)

to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;

(b)

to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;

(c)

to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, [the Holder of the Revolving Liquidity Note] or [the Swap Counterparty], or to surrender any right or power herein conferred upon the Issuer;

(d)

to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;

(e)

to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture to the extent such action shall not adversely affect the interests of the Holders of the Notes or the Certificate or [the Swap Counterparty];

(f)

to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and [the Swap Counterparty] and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or

(g)

to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA.

The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

Section 9.02

Supplemental Indentures with Consent of Noteholders.  Subject to Sections 6.14 and 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least a majority of the Outstanding Amount of the Class A Notes, acting together as a single Class (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture.

The Indenture Trustee may in its discretion determine whether or not any Notes or [the Revolving Liquidity Note] would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) and any such determination shall be conclusive upon the Holders of all Notes and [the Revolving Liquidity Note], whether theretofore or thereafter authenticated and delivered hereunder.  The Indenture Trustee shall not be liable for any such determination made in good faith.

It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof.

Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture.  Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Section 9.03

Limitations on Supplemental Indentures  The Issuer and the Indenture Trustee, in accordance with Sections 9.01 and 9.02 above, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note, [the Holder of the Revolving Liquidity Note] or [the Swap Counterparty] if their respective interests are affected thereby:

(a)

change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture, to the extent provided in Article V, requiring the application of funds available therefor to the payment of any such amount due on the Notes on or after the respective due dates thereof;

(b)

reduce the percentage of the Outstanding Amount of the Notes (or the Notes of any Class, as applicable), the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;

(c)

modify or alter the provisions of the proviso to the definition of the term “Outstanding” or;

(d)

reduce the percentage of the Outstanding Amount of the Notes (or the Notes of any Class, as applicable) required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04;

(e)

modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;

(f)

modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note or to [the Swap Counterparty] or [the Holder of the Revolving Liquidity Note] on any Payment Date (including the calculation of any of the individual components of such calculation);

(g)

permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or

(h)

modify or alter the provisions hereof regarding the voting of Notes held by the Indenture Trustee, the Owner Trustee, TMCC or any of its Affiliates or the Trust.

Section 9.04

Execution of Supplemental Indentures.  In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.  The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

Section 9.05

Effect of Supplemental Indenture.  Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer, the Holders of the Notes, [the Swap Counterparty], [the Holder of the Revolving Liquidity Note] and the Certificateholder shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 9.06

Conformity with Trust Indenture Act.  Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified under the Trust Indenture Act.

Section 9.07

Reference in Notes to Supplemental Indentures.  Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture.  If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

ARTICLE X
TERMINATION OF THE TRUST

Section 10.01

Termination of the Trusts Created by Indenture.

(a)

The trusts created hereby and the respective obligations and responsibilities of the Issuer, the Administrator  and the Indenture Trustee shall terminate upon (i) the purchase as of any Payment Date by the Servicer, or any successor to the Servicer, at its option of the Receivables primarily comprising the corpus of the Owner Trust Estate as described in Section 10.02, (ii) the payment to the Noteholders of all amounts required to be paid to them pursuant to this Agreement and the release to the Owner Trustee of all remaining amounts or investments on deposit in the Collection Account or Payahead Account, [the payment to the Swap Counterparty all amounts required to be paid to it pursuant to the Interest Rate Swap Agreement], [the payment to the Holder of the Revolving Liquidity Note of all amounts required to be paid to it pursuant to the Revolving Liquidity Note Agreement] and the release to the Seller of the amounts held in the Reserve Account or (iii) the maturity or liquidation of the last Receivable and the disposition of all property held as part of the Owner Trust Estate; provided, however, that in no event shall the trust created by this Indenture continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date of this Indenture.  The Owner Trustee shall promptly notify the Indenture Trustee and each Rating Agency of any prospective termination pursuant to this Section.

(b)

Notice of any termination, specifying the Payment Date upon which the Noteholders must surrender their Notes to the Indenture Trustee for payment of the final distribution and retirement of the Notes, shall be given promptly by the Indenture Trustee (at the written direction of the Administrator) by letter to Noteholders mailed not later than the 15th day and not earlier than the 30th day prior to the date on which such final distribution is expected to occur specifying (i) the Payment Date upon which final payment of the Notes shall be made upon presentation and surrender of Notes at the office of the Indenture Trustee therein specified, (ii) the amount of any such final payment and (iii) if applicable, that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office of the Indenture Trustee therei n specified.  The Indenture Trustee shall give such notice to the Note Registrar (if other than the Indenture Trustee) at the time such notice is given to Noteholders.  In the event such notice is given, the Seller, the Servicer, or any successor to the Servicer, or the Indenture Trustee, as the case may be, shall make deposits into the Collection Account in accordance with Section 5.02 of the Sale and Servicing Agreement, or, in the case of an optional purchase of Receivables pursuant to Section 10.02, shall deposit the amount specified in Section 10.02.  Upon presentation and surrender of the Notes, the Indenture Trustee shall cause to be distributed to Noteholders amounts distributable on such Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement.

Section 10.02

Optional Purchase of All Receivables.  If the Servicer, or any successor to the Servicer, shall notify [the Swap Counterparty], [the Holder of the Revolving Liquidity Note], the Owner Trustee and the Indenture Trustee of its intention to exercise the option granted to it in the Sale and Servicing Agreement to repurchase the outstanding Receivables primarily comprising the Owner Trust Estate, then the Owner Trustee and Indenture Trustee shall give written notice thereof to each Securityholder and the Rating Agencies as soon as practicable after their  receipt of notice from the Servicer.  Upon deposit by the Servicer or successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Owner Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders, [the Swap Counterparty] or [to the Holder of the Revolving Liquidity Note] pursuant to Section 4.01 and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account and all of its rights to make withdrawals from the Payahead Account and the Reserve Account (excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder and release from the lien of this Indenture all of the remaining Collateral.  The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested  by the Owner Trustee in order to effect such release and the transfer to the Owner Trustee of the Collateral.

ARTICLE XI
MISCELLANEOUS

Section 11.01

Compliance Certificates and Opinions, etc.

(a)

Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall, upon written request therefor from the Indenture Trustee, furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no such written request from the Indenture Tr ustee need be furnished (and only such expressly required documents need be delivered in connection therewith).

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i)

a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii)

a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)

a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)

a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

(b)

(i)  Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.01(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited.

(ii)

Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signatory thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or l ess than one percent of the Outstanding Amount of the Notes.

(iii)

Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.

Section 11.02

Form of Documents Delivered to Indenture Trustee.  In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such officer’s certificate or opinion is based are erroneous.  Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Seller, the Issuer or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller, the Issuer or the Administrator, unless such counsel knows, or in the exercise of reasonable care shou ld know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report.  The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Section 11.03

Acts of Noteholders.

(a)

Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Action” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.

(b)

The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(c)

The ownership of Notes shall be proved by the Note Register.

(d)

Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Section 11.04

Notices, etc., to Indenture Trustee, Issuer and Rating Agencies.  Any request, demand, authorization, direction, notice, consent, waiver or Action of Noteholders or other documents provided or permitted by this Indenture shall be in writing and if such request, demand, authorization, direction, notice, consent, waiver or Action of Noteholders is to be made upon, given or furnished to or filed with:

(a)

the Indenture Trustee by any Noteholder or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at its Corporate Trust Office, or

(b)

the Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for every purpose hereunder if in writing and mailed first-class, postage prepaid to the Issuer addressed to:  Toyota Auto Receivables [____]-[_] Owner Trust, 19001 South Western Avenue, Torrance, California 90509, Attention: Treasury Department, Vice President, Treasury, with a copy to Legal Department, General Counsel or at any other address previously furnished in writing to the Indenture Trustee by the Issuer or the Administrator.  The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee.

Notices required to be given to the Rating Agencies by the Issuer, the Indenture Trustee or the Owner Trustee shall be in writing, personally delivered or mailed by certified mail, return receipt requested, to (i) in the case of Moody’s, at the following address: Moody’s Investors Service, Inc., ABS Monitoring Department, 99 Church Street, New York, New York 10007, (ii) in the case of Standard & Poor’s, at the following address: 55 Water Street (40th Floor), New York, New York 10041, Attention: Asset Backed Surveillance Department; or as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

Section 11.05

Notices to Noteholders; Waiver.  Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) (a) in the case of Book-Entry Notes, upon delivery to the Clearing Agency in writing and (b) in the case of Definitive Notes, when mailed, first-class, postage prepaid to each Noteholder affected by such event, at his address as it appears on the Note Register, in each case being delivered or mailed, as the case may be, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default or Event of Default.

Section 11.06

Alternate Payment and Notice Provisions.  Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Holder of a Note or [the Revolving Liquidity Note] providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices.  The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments to be made and notices to be given in accordance with such agreements.

Section 11.07

Conflict with Trust Indenture Act.  If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

The provisions of TIA Sections 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

Section 11.08

Effect of Headings and Table of Contents.  The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 11.09

Successors and Assigns.  All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not.  All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents.

Section 11.10

Severability. If any one or more of the covenants, agreements, provisions or terms of this Indenture shall be for any reason whatsoever held invalid or unenforceable in any jurisdiction, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Indenture and shall in no way affect the validity or enforceability of the other provisions of this Indenture or of the Notes, [Interest Rate Swap Agreement], [the Revolving Liquidity Note Agreement or the Revolving Liquidity Note], or the Certificate or the rights of the Holders thereof.

Section 11.11

Benefits of Indenture.  Nothing in this Indenture, the Notes, [the Interest Rate Swap Agreement] or [the Revolving Liquidity Note], express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Owner Trustee, the Administrator, the Servicer, [the Swap Counterparty], [the Holder of the Revolving Liquidity Note] and the Noteholders, and any other party secured hereunder, and any other Person with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 11.12

Governing Law.  This indenture shall be governed by and construed in accordance with the laws of the state of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.  Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction.

Section 11.13

Counterparts. This Indenture may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute but one and the same instrument.

Section 11.14

Recording of Indenture.  If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

Section 11.15

Trust Obligation.  No recourse may be taken, directly or indirectly, with respect to the obligations of [the Swap Counterparty], [the Holder of the Revolving Liquidity Note], the Issuer, the Owner Trustee or the Indenture Trustee on [the Interest Rate Swap Agreement], the Notes, [the Revolving Liquidity Note Agreement] or the Certificate or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any Certificateholder or other owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any Certificateholder or other owner of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of a ny successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee, in their capacities as such, have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.  For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.

Section 11.16

No Petition.  The Indenture Trustee, by entering into this Indenture, and each Noteholder (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), by accepting a Note, hereby covenant and agree that they will not at any time institute against the Seller or the Issuer, or join in any institution against the Seller or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Certificate or any of the Basic Documents.

Section 11.17

Inspection.  The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom, to cause (at the expense of the requesting party) such books to be audited by Independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees, and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested.  The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and exce pt to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

Section 11.18

Intent of the Parties; Reasonableness.  The Indenture Trustee and Issuer acknowledge and agree that the purpose of Sections 3.09 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.  

Neither the Issuer nor the Administrator (acting on behalf of the Issuer) shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer (or the Administrator, acting on behalf of the Issuer) in good faith for delivery of information under these provisions on the basis of evolving interpretations o f Regulation AB.  In connection with this transaction, the Indenture Trustee shall cooperate fully with the Issuer (or the Administrator, acting on behalf of the Issuer) to deliver to the Issuer (or the Administrator, acting on behalf of the Issuer), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer (or the Administrator, acting on behalf of the Issuer) to permit the Issuer to comply with the provisions of Regulation AB, together with such disclosures relating to the Indenture Trustee, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer (or the Administrator, acting on behalf of the Issuer) to be necessary in order to effect such compliance.

The Issuer (or the Administrator, acting on behalf of the Issuer) shall cooperate with the Indenture Trustee by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer to comply with Regulation AB.

IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized and duly attested, all as of the day and year first above written.

TOYOTA AUTO RECEIVABLES [____]-[_] OWNER TRUST

By:  [___________],

not in its individual capacity but

solely as Owner Trustee

By:

__________________________________________

Name:  

Title:  

[___________],

as Indenture Trustee and Securities Intermediary

By:

__________________________________________

Name:

Title:  

STATE OF ____________________

COUNTY OF __________________

BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day personally appeared , known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said [___________], not in its individual capacity but as Owner Trustee of the TOYOTA AUTO RECEIVABLES [____]-[_] OWNER TRUST, a Delaware statutory trust, and that such person executed the same as the act of said statutory trust for the purpose and consideration therein expressed, and in the capacities therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of [__________].

_________________________________________

Notary Public in and for the State of ____________

(Seal)

My commission expires:

_______________________

STATE OF ____________________

COUNTY OF __________________

BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day personally appeared , known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said [___________], not in its individual capacity but as Indenture Trustee and Securities Intermediary in connection with the Toyota Auto Receivables [____]-[_] Owner Trust, a Delaware statutory trust, and that such person executed the same as the act of said statutory trust for the purpose and consideration therein expressed, and in the capacities therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of [________].

_________________________________________

Notary Public in and for the State of ____________

(Seal)

My commission expires:

_______________________

EXHIBIT A-1

FORM OF CLASS A-1 NOTE

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (II) IN A TRANSACTION (OTHER THAN A TRANSACTION IN CLAUSE (IV) BELOW) EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS, (III) TO ANY AFFILIATE OF TOYOTA MOTOR CREDIT CORPORATION OR (IV) TO A PERSON WHO THE TRANSFEROR OF SUCH CLASS A-1 NOTE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT AND THAT IS AWARE THAT THE RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR TO AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RUL E 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT, AND IN ANY CASE MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE PROVISIONS OF THE INDENTURE GOVERNING TRANSFER OF THE CLASS A-1 NOTES.

THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.  THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT.  

No. 1

$[_________]

CUSIP No. [_______]

ISIN No. : [______]

TOYOTA AUTO RECEIVABLES [____]-[_] OWNER TRUST

CLASS A-1 [___]% ASSET BACKED NOTES

Toyota Auto Receivables [____]-[_] Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [_____________], or registered assigns, the principal sum of [___________________] DOLLARS ($[________]) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $[_________] and the denominator of which is $[________] by (ii) the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture dated as of [___________], between the Issuer and [___________], a [_______] banking institution, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(c) and 5.06(d) of the Sale and Servicing Agreement dated as of [ ___________], between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [________] (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture.  Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be.

The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(c) and 5.06(d) of the Sale and Servicing Agreement.  Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, but excluding, the subsequent Payment Date.  Interest will be computed on the basis specified in the Indenture for each Interest Period.  Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note is payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date:  [_________]

TOYOTA AUTO RECEIVABLES [____]-[_]

OWNER TRUST

By:  [___________]

not in its individual capacity but

solely as Owner Trustee under the

Trust Agreement,

By: ______________________________________

Authorized Signatory

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:  [___________]

[___________],

not in its individual capacity but solely as Indenture Trustee,

By: ______________________________________

Authorized Signatory

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [___]% Asset Backed Notes, Class A-1 (herein called the “Class A-1 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.  The Class A-1 Notes are subject to all terms of the Indenture.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (collectively, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-1 Notes will be payable on each Payment Date in an amount described in the Indenture.  “Payment Date” means the [______] day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing [______].

Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable (i) on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Class A Notes, acting together as a single class (but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture, (ii) following the termination or liquidation of the Trust Estate in connection with the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.02 of the Indenture or (iii) within 90 days of certain Insolvency Even ts with respect to TAFR LLC.  If any such event occurs, all principal payments on the Class A Notes shall be made pro rata to the Class A Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered in the Note Register on the Record Date.  Such payment will be made to such Person’s as appears on the Note Register on such Record Date by wire transfer to the account specified by the registered holder of any Note with a face amount of at least $10,000,000.  Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be a vailable, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile prior to such Payment Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.

The Issuer shall pay interest on overdue installments of interest at the Class A-1 Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee as set forth in Section 2.04 of the Indenture, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the Noteholder may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee, in their capacities as such, have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.  The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Each Noteholder or Note Owner that is not TMCC, TAFR LLC or an Affiliate of either of them, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Seller or  the Issuer, or join in any institution against the Seller or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents.

The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate.  Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture, in some cases without the consent of the Holders of any Class of Notes and in other cases with the consent of Holders of only certain Classes of Notes.  Section 5.12 of the Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the outstanding principal amount of the Notes of the Class or Classes specified therein, on behalf of the Holders of all the Notes of such Classes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusiv e and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

ASSIGNMENT

Social Security or taxpayer I.D.  or other identifying number of assignee: ___________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

______________________________________________________________________________

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints   , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:________________*/

Signature Guaranteed:

______________________*/

*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever.  Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

EXHIBIT A-2

FORM OF CLASS A-3 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.  THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT.  

No. [1][2]

$[___________]

CUSIP No. [_______]

ISIN No. : [_______]

TOYOTA AUTO RECEIVABLES [____]-[_] OWNER TRUST

CLASS A-3 [FLOATING RATE] ASSET BACKED NOTES

Toyota Auto Receivables [____]-[_] Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [____________], or registered assigns, the principal sum of [_________________] DOLLARS ($[__________]) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $[___________] and the denominator of which is $[_______] by (ii) the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-3 Notes pursuant to Section 3.01 of the Indenture dated as of [___________], between the Issuer and [___________], a [________] banking institution, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(c) and 5.06(d) of the Sale and Servicing Agreement dated as of [___________], between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [________] (the “Class A-3 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture.  Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be.

The Issuer will pay interest on this Note at the rate of [one-month LIBOR plus [__]%] on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(c) and 5.06(d) of the Sale and Servicing Agreement.  Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, but excluding, the subsequent Payment Date.  Interest will be computed on the basis specified in the Indenture for each Interest Period.  Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note is payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date:  [___________]

TOYOTA AUTO RECEIVABLES [____]-[_]

OWNER TRUST

By:  [___________]

not in its individual capacity but

solely as Owner Trustee under the

Trust Agreement,

By: ______________________________________

Authorized Signatory

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:  [___________]

[___________],

not in its individual capacity but solely as Indenture Trustee,

By: ______________________________________

Authorized Signatory

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Floating Rate Asset Backed Notes, Class A-3 (herein called the “Class A-3 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.  The Class A-3 Notes are subject to all terms of the Indenture.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (collectively, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-3 Notes will be payable on each Payment Date in an amount described in the Indenture.  “Payment Date” means the [________] day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing [_______].

Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable (i) on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Class A Notes, acting together as a single class (but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture, (ii) following the termination or liquidation of the Trust Estate in connection with the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.02 of the Indenture or (iii) within 90 days of certain Insolvency Eve nts with respect to TAFR LLC.  If any such event occurs, all principal payments on the Class A Notes shall be made pro rata to the Class A Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered in the Note Register on the Record Date.  With respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee, except for the final installment of principal payable with respect to such Note on a Payment Date or on the applicable Final Scheduled Payment Date, which shall be payable as provided below.  Such payment will be made to such Person as appears on the Note Register on such Record Date by wire transfer to the account specifi ed by the registered holder of any Note with a face amount of at least $10,000,000.  Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile prior to such Payment Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.

The Issuer shall pay interest on overdue installments of interest at the Class A-3 Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee as set forth in Section 2.04 of the Indenture, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the Noteholder may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee, in their capacities as such, have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.  The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Seller or  the Issuer, or join in any institution against the Seller or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents.

The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate.  Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture, in some cases without the consent of the Holders of any Class of Notes and in other cases with the consent of Holders of only certain Classes of Notes.  Section 5.12 of the Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the outstanding principal amount of the Notes of the Class or Classes specified therein, on behalf of the Holders of all the Notes of such Classes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusiv e and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

ASSIGNMENT

Social Security or taxpayer I.D.  or other identifying number of assignee: ___________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

______________________________________________________________________________

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints   , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:________________*/

Signature Guaranteed:

______________________*/

*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever.  Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

EXHIBIT A-3

FORM OF CLASS A-2 AND CLASS A-4 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.  THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT.  

No. 1

$[______________]

CUSIP No. [_________________]

ISIN No. : [_______________]

TOYOTA AUTO RECEIVABLES [____]-[_] OWNER TRUST

CLASS [A-2] [A-4] ASSET BACKED NOTES

Toyota Auto Receivables [____]-[_] Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [___________], or registered assigns, the principal sum of [_____________________] MILLION DOLLARS ($[_________]) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $[___________] and the denominator of which is $[___________] by (ii) the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class [A-2] [A-4] Notes pursuant to Section 3.01 of the Indenture dated as of [___________], between the Issuer and [___________], a [__________] banking institution, as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(c) and 5.06(d) of the Sale and Servici ng Agreement dated as of [___________], between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [________] (the “Class [A-2] [A-4] Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture.  Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be.

The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(c) and 5.06(d) of the Sale and Servicing Agreement.  Interest on this Note will accrue from (and including) the [__] day of each calendar month to (but excluding) the [__] day of the succeeding calendar month, except that the first interest accrual period will be from (and including) the Closing Date to (but excluding) October 15.  Interest will be computed on the basis specified in the Indenture for each Interest Period.  Such principal of and interest on this Not e shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note is payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date:  [__________]

TOYOTA AUTO RECEIVABLES [____]-[_]

OWNER TRUST

By:  [___________]

not in its individual capacity but

solely as Owner Trustee under the

Trust Agreement,

By: ______________________________________

Authorized Signatory

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:  [___________]

[___________],

not in its individual capacity but solely as Indenture Trustee,

By: ______________________________________

Authorized Signatory

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [____]% Asset Backed Notes, Class [A-2] [A-4] (herein called the “Class [A-2] [A-4] Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.  The Class [A-2] [A-4] Notes are subject to all terms of the Indenture.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (collectively, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class [A-2] [A-4] Notes will be payable on each Payment Date in an amount described in the Indenture.  “Payment Date” means the [_________] day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing [__________].

Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable (i) on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Class A Notes, acting together as a single class (but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture, (ii) following the termination or liquidation of the Trust Estate in connection with the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.02 of the Indenture or (iii) within 90 days of certain Insolvency Eve nts with respect to TAFR LLC.  If any such event occurs, all principal payments on the Class A Notes shall be made pro rata to the Class A Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered in the Note Register on the Record Date.  With respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee, except for the final installment of principal payable with respect to such Note on a Payment Date or on the applicable Final Scheduled Payment Date, which shall be payable as provided below.  Such payment will be made to such Person as appears on the Note Register on such Record Date by wire transfer to the account specifi ed by the registered holder of any Note with a face amount of at least $10,000,000.  Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile prior to such Payment Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.

The Issuer shall pay interest on overdue installments of interest at the Class [A-2] [A-4] Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee as set forth in Section 2.04 of the Indenture, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the Noteholder may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee, in their capacities as such, have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.  The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Seller or  the Issuer, or join in any institution against the Seller or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents.

The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate.  Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture, in some cases without the consent of the Holders of any Class of Notes and in other cases with the consent of Holders of only certain Classes of Notes.  Section 5.12 of the Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the outstanding principal amount of the Notes of the Class or Classes specified therein, on behalf of the Holders of all the Notes of such Classes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusiv e and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

ASSIGNMENT

Social Security or taxpayer I.D.  or other identifying number of assignee: ___________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

______________________________________________________________________________

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints   , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:________________*/

Signature Guaranteed:

______________________*/

*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever.  Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

EXHIBIT B

(Form of Note Depository Agreement)

EXHIBIT C

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Indenture Trustee, shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”:

Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the receivables are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
	Cash Collection and Administration
1122(d)(2)(i)	Payments on receivables are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel..
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of receivables serviced by the Servicer.
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on receivables is maintained as required by the transaction agreements or related receivables documents.
1122(d)(4)(ii)	Receivables and related documents are safeguarded as required by the transaction agreements
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
1122(d)(4)(iv)	Payments on receivables, including any payoffs, made in accordance with the related receivables documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related receivables documents.
1122(d)(4)(v)	The Servicer’s records regarding the receivables agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor's receivables (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with usual customary procedures.
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with usual customary procedures.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a receivable is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent receivables including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for receivables with variable rates are computed based on the related receivables documents.
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s receivables documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable receivables documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related receivables, or such other number of days specified in the transaction agreements.
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

By:  _______________________________

Name:

Title:

EX-4.3

Exhibit 4.3

SALE AND SERVICING AGREEMENT

among

TOYOTA AUTO RECEIVABLES [___]-[_] OWNER TRUST,

as Issuer,

TOYOTA AUTO FINANCE RECEIVABLES LLC,

as Seller,

and

TOYOTA MOTOR CREDIT CORPORATION,

as Servicer and Sponsor

Dated as of [_________]

ARTICLE I
DEFINITIONS

SECTION 1.01  

Definitions

1

SECTION 1.02  

Usage of Terms

23

ARTICLE II
CONVEYANCE OF RECEIVABLES

SECTION 2.01  

Conveyance of Receivables

24

SECTION 2.02  

Custody of Receivables Files

25

SECTION 2.03  

Acceptance by Owner Trustee

26

ARTICLE III
THE RECEIVABLES

SECTION 3.01  

Representations and Warranties of the Seller with Respect to the Receivables

26

SECTION 3.02  

Remedies

29

SECTION 3.03  

Duties of Servicer as Custodian

30

SECTION 3.04  

Instructions; Authority To Act

31

SECTION 3.05  

Custodian’s Indemnification

31

SECTION 3.06  

Effective Period and Termination

31

ARTICLE IV
ADMINISTRATION AND SERVICING OF RECEIVABLES

SECTION 4.01  

Duties of Servicer

32

SECTION 4.02  

Collection and Allocation of Receivable Payments

33

SECTION 4.03  

Rebates on Full Prepayments

33

SECTION 4.04  

Realization upon Receivables

33

SECTION 4.05  

Physical Damage Insurance

34

SECTION 4.06  

Maintenance of Security Interests in Financed Vehicles

34

SECTION 4.07  

Covenants of Servicer

34

SECTION 4.08  

Remedies

35

SECTION 4.09  

Servicing Fee and Expenses

35

SECTION 4.10  

Servicer’s Certificate

36

SECTION 4.11  

Annual Statement as to Compliance; Notice of Default

36

SECTION 4.12  

Annual Accountants’ Report

36

SECTION 4.13  

Access to Certain Documentation and Information Regarding Receivables

37

SECTION 4.14  

Appointment of Subservicer

37

SECTION 4.15  

Amendments to Schedule of Receivables

37

SECTION 4.16  

Reports to Securityholders and Rating Agencies

38

ARTICLE V
ACCOUNTS; PAYMENTS AND DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS

SECTION 5.01  

Establishment of Collection Account and Payahead Account

38

SECTION 5.02  

Collections

40

SECTION 5.03  

Application of Collections

41

SECTION 5.04  

Advances; Swap Payments

41

SECTION 5.05  

Additional Deposits

43

SECTION 5.06  

Payments and Distributions

43

SECTION 5.07  

Reserve Account

47

SECTION 5.08  

Revolving Liquidity Note

48

SECTION 5.09  

Statements to Certificateholder, Noteholders, and Swap Counterparty

49

SECTION 5.10  

Net Deposits

50

ARTICLE VI
THE SELLER

SECTION 6.01  

Representations of Seller

50

SECTION 6.02  

Company Existence

52

SECTION 6.03  

Liability of Seller; Indemnities

52

SECTION 6.04  

Merger or Consolidation of, or Assumption of the Obligations of, Seller

53

SECTION 6.05  

Limitation on Liability of Seller and Others

53

SECTION 6.06  

Seller May Own Certificate or Notes

54

ARTICLE VII
THE SERVICER

SECTION 7.01  

Representations of Servicer

54

SECTION 7.02  

Indemnities of Servicer

55

SECTION 7.03  

Merger or Consolidation of, or Assumption of the Obligations of, Servicer

56

SECTION 7.04  

Limitation on Liability of Servicer and Others

57

SECTION 7.05  

TMCC Not To Resign as Servicer

57

ARTICLE VIII
DEFAULT

SECTION 8.01  

Servicer Default

58

SECTION 8.02  

Appointment of Successor

59

SECTION 8.03  

Repayment of Advances; Compensation Payable

60

SECTION 8.04  

Notification

60

ARTICLE IX
TERMINATION

SECTION 9.01  

Optional Purchase of All Receivables

61

SECTION 9.02  

Termination of the Trust Agreement

62

ARTICLE X
MISCELLANEOUS

SECTION 10.01  

Amendment

62

SECTION 10.02  

Protection of Title to Trust

64

SECTION 10.03  

Notices

65

SECTION 10.04  

Assignment by the Seller or the Servicer

66

SECTION 10.05  

Limitations on Rights of Others

66

SECTION 10.06  

Severability

66

SECTION 10.07  

Separate Counterparts

66

SECTION 10.08  

Headings

66

SECTION 10.09  

Governing Law

66

SECTION 10.10  

Assignment by Issuer

66

SECTION 10.11  

Nonpetition Covenants

66

SECTION 10.12  

Limitation of Liability of Owner Trustee and Indenture Trustee

67

SECTION 10.13

Intent of Parties; Reasonableness

67

SCHEDULE A

Schedule of Receivables

SA-1

EXHIBIT A

Form of Servicer’s Certificate

A-1

EXHIBIT B

Form of Annual Certification

B-1

EXHIBIT C

Servicing Criteria to be Addressed in Assessment of Compliance

C-1

SALE AND SERVICING AGREEMENT dated as of [_________], among TOYOTA AUTO RECEIVABLES [____]-[_] 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”).

WHEREAS the Issuer desires to purchase a portfolio of receivables arising in connection with retail installment sales contracts secured by new or used automobiles and light duty trucks generated by Toyota Motor Credit Corporation in the ordinary course of business and sold to the Seller;

WHEREAS the Seller is willing to sell such receivables to the Issuer; and

WHEREAS the Servicer is willing to service such receivables;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01  Definitions.  Except as otherwise provided in this Agreement, whenever used herein, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

“Actual Payment” means, with respect to a Receivable and a Collection Period, all payments received by the Servicer from or for the account of the related Obligor on such Receivable during such Collection Period (and, in the case of the first Collection Period, all payments received by the Servicer from or for the account of such Obligor since the Cutoff Date through the last day of such Collection Period), net of any Supplemental Servicing Fees attributable to such Receivable.  Actual Payments do not include Applied Payments Ahead.

“Actuarial Advance” means an advance in respect of principal or interest on an Actuarial Receivable in the amount determined as set forth in Section 5.04(a).

“Actuarial Receivable” means any Receivable which provides for the allocation of payments according to the “actuarial” method.

“Administration Agreement” means the Administration Agreement dated as of [___________], among the Administrator, the Issuer, the Owner Trustee and the Indenture Trustee.

“Administrative Purchase Payment” means, with respect to a Payment Date and to (1) an Administrative Receivable which is an Actuarial Receivable purchased by the Servicer as of the close of business on the last day of the related Collection Period, (a) the sum of (i) all Scheduled Payments on such Receivable due after the last day of such Collection Period, (ii) an amount equal to any reimbursement of Outstanding Advances made pursuant to Section 5.04(c) with respect to such Receivable and (iii) all past due Scheduled Payments for which an Advance has not been made, minus (b) all Payments Ahead with respect to such Receivable then on deposit in the Payahead Account and the Rebate, if any, paid to the Obligor on an Actuarial Receivable on or before the date of such purchase and (2) an Administrative Receivable which is a Simple Interest Receivable purchased by the Servicer during the related Coll ection Period, the sum of (a) the unpaid Principal Balance owed by the Obligor in respect of such Receivable plus (b) interest on such unpaid Principal Balance at a rate equal to the related APR to the last day in the related Collection Period.

“Administrative Receivable” means a Receivable which the Servicer is required to purchase pursuant to Section 3.02 or 4.08 or which the Servicer has elected to purchase pursuant to Section 9.01.

“Administrator” means TMCC, or any successor Administrator under the Administration Agreement.

“Advance” means an Actuarial Advance or Simple Interest Advance.

“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.  For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the term “controlling” and “controlled” have meanings correlative to the foregoing.

“Aggregate Net Losses” means, with respect to a Collection Period, an amount equal to the aggregate Principal Balance of all Receivables that became Defaulted Receivables during such Collection Period minus the sum of (x) all Net Liquidation Proceeds collected during such Collection Period with respect to Defaulted Receivables and (y) all amounts received during such Collection Period in respect of the Receivables liquidated in prior Collection Periods net of any Liquidation Expenses incurred during such Collection Period in connection with the recovery of such amounts.

“Agreement” means this Sale and Servicing Agreement among the Toyota Auto Receivables [____]-[_] Owner Trust, as Issuer, TAFR LLC, as seller, and TMCC, as servicer, as the same may be amended or supplemented from time to time.

“Amount Financed” in respect of a Receivable means the aggregate amount advanced under such Receivable toward the purchase price of the related Financed Vehicle and any related costs, including but not limited to accessories, insurance premiums, service and warranty contracts and other items customarily financed as part of retail automobile and light duty truck installment sale contracts.

“Annual Percentage Rate” or “APR” of a Receivable means the annual rate of finance charges specified in such Receivable.

“Applied Payment Ahead” means, with respect to an Actuarial Receivable and a Collection Period as to which (a) the Actual Payment is less than the Scheduled Payment and (b) a Deferred Prepayment is on deposit in the Payahead Account, an amount equal to the lesser of (i) such Deferred Prepayment and (ii) the amount by which the Scheduled Payment exceeds the Actual Payment.

“Available Collections” means, with respect to any Payment Date, the total of the following amounts received by the Servicer on or in respect of the Receivables during (or for application with respect to) the related Collection Period (in the case of the Actuarial Receivables, computed in accordance with the actuarial method and in the case of the Simple Interest Receivables, computed in accordance with the simple interest method):

(a) the sum of all (i) collections on or in respect of all Receivables other than Defaulted Receivables (including Applied Payments Ahead, but otherwise excluding Payments Ahead), (ii) Net Liquidation Proceeds, (iii) Advances made by the Servicer, (iv) all Warranty Purchase Payments, (v) [all Swap Payments Incoming], (vi) [all Swap Termination Payments made by the Swap Counterparty to the Issuer] and (vii) all Administrative Purchase Payments, less

(b) the sum of all (i) amounts received on or in respect of a particular Receivable (other than a Defaulted Receivable) to the extent of the aggregate Outstanding Advances in respect of such Receivable, (ii) Net Liquidation Proceeds with respect to a particular Receivable to the extent of the aggregate Outstanding Advances in respect of such Receivable, (iii) recoveries from collections on other Receivables to the extent of Advances made by the Servicer on a particular Receivable that the Servicer has determined are Nonrecoverable Advances, (iv) late fees, extension fees and other administrative fees and expenses or similar charges (which are payable to the Servicer as Supplemental Servicing Fees) collected by the Servicer, (v) [all Swap Payments Outgoing], (vi) [all Swap Termination Payments made by the Issuer to the Swap Counterparty] and (vii) Rebates.

“Basic Documents” means the Receivables Purchase Agreement, the Trust Agreement, the Certificate of Trust, this Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Securities Account Control Agreement, the Note Depository Agreement, [the Revolving Liquidity Note Agreement, the Revolving Liquidity Note] and the other documents and certificates delivered in connection herewith and therewith.

“Basic Servicing Fee” means the fee payable to the Servicer on each Payment Date, calculated pursuant to Section 4.09, for services rendered during the related Collection Period, which shall be equal to one-twelfth of the Servicing Fee Rate multiplied by the Pool Balance as of the first day of the related Collection Period or, with respect to the first Payment Date, the Original Pool Balance.

“Book-Entry Notes” means beneficial interests in Notes, ownership and transfer of which shall be made through book entries by a Clearing Agency as described in the Trust Agreement and the Indenture, respectively.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York, [_______], Wilmington, Delaware or [___________] are authorized or obligated by law, executive order or governmental decree to be closed.

“Certificate” means a certificate evidencing the Subordinated Seller’s Interest.

“Certificateholder” means the registered holder of the Subordinated Seller’s Interest.

“Charge-off Rate” means, with respect to a Collection Period, the percentage equivalent of a fraction, the numerator of which is the Aggregate Net Losses for such Collection Period, and the denominator of which is the average of (i) the Pool Balance on the last day of the Collection Period immediately preceding such Collection Period and (ii) the Pool Balance on the last day of such Collection Period; such quotient is then multiplied by twelve to arrive at an annualized percentage.

“Class” means any one of the classes of Notes.

“Class A Note Balance” as of any date of determination, means the aggregate of the outstanding principal balances of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes.

[“Class A-1 Final Scheduled Payment Date” means the Payment Date in [__________].]

[“Class A-1 Initial Principal Balance” means $[_________].]

[“Class A-1 Interest Carryover Shortfall” means, with respect to any Payment Date, the excess, if any, of (x) the Class A-1 Interest Distributable Amount for such Payment Date and any outstanding Class A-1 Interest Carryover Shortfall from the immediately preceding Payment Date (together with interest on such outstanding Class A-1 Interest Carryover Shortfall at the Class A-1 Rate, to the extent lawful, calculated on the same basis as interest on the Class A-1 Notes for the same period), over (y) the amount of interest distributed to the Class A-1 Noteholders on such Payment Date.]

[“Class A-1 Interest Distributable Amount” means the amount of interest accrued during the related Interest Period (calculated on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days) on the Class A-1 Principal Balance as of the immediately preceding Payment Date (after giving effect to payments of principal made on such immediately preceding Payment Date) at the Class A-1 Rate or, in the case of the first Payment Date, on the Class A-1 Initial Principal Balance.]

[“Class A-1 Note” means any of the [__]% Asset Backed Notes, Class A-1, issued under the Indenture.]

[“Class A-1 Noteholder” means any Person in whose name a Class A-1 Note is registered in the Note Register.]

[“Class A-1 Principal Balance” as of any date means the Class A-1 Initial Principal Balance less all amounts paid to the holders of Class A-1 Notes in respect of principal pursuant to Section 5.06 hereof.]

[“Class A-1 Rate” means [__]% per annum.]

[“Class A-2 Final Scheduled Payment Date” means the Payment Date in [_________].]

[“Class A-2 Initial Principal Balance” means $[___________].]

[“Class A-2 Interest Carryover Shortfall” means, with respect to any Payment Date, the excess, if any, of (x) the Class A-2 Interest Distributable Amount for such Payment Date and any outstanding Class A-2 Interest Carryover Shortfall from the immediately preceding Payment Date (together with interest on such outstanding Class A-2 Interest Carryover Shortfall at the Class A-2 Rate, to the extent lawful, calculated on the same basis as interest on the Class A-2 Notes for the same period), over (y) the amount of interest distributed to the Class A-2 Noteholders on such Payment Date.]

[“Class A-2 Interest Distributable Amount” means the amount of interest accrued during the related Interest Period (calculated on the basis of a 360 day year consisting of twelve 30 day months) on the Class A-2 Principal Balance as of the immediately preceding Payment Date (after giving effect to payments of principal made on such immediately preceding Payment Date) at the Class A-2 Rate or, in the case of the first Payment Date, on the Class A-2 Initial Principal Balance.]

[“Class A-2 Note” means any of the [__]% Asset Backed Notes, Class A-2, issued under the Indenture.]

[“Class A-2 Noteholder” means any Person in whose name a Class A-2 Note is registered in the Note Register.]

[“Class A-2 Principal Balance” as of any date means the Class A-2 Initial Principal Balance less all amounts paid to the holders of Class A-2 Notes in respect of principal pursuant to Section 5.06 hereof.]

[“Class A-2 Rate” means [__]% per annum.]

[“Class A-3 Final Scheduled Payment Date” means the Payment Date in [_________].]

[“Class A-3 Initial Principal Balance” means $[________].]

[“Class A-3 Interest Carryover Shortfall” means, with respect to any Payment Date, the excess, if any, of (x) the Class A-3 Interest Distributable Amount for such Payment Date and any outstanding Class A-3 Interest Carryover Shortfall from the immediately preceding Payment Date (together with interest on such outstanding Class A-3 Interest Carryover Shortfall at the Class A-3 Rate, to the extent lawful, calculated on the same basis as interest on the Class A-3 Notes for the same period), over (y) the amount of interest distributed to the Class A-3 Noteholders on such Payment Date.]

[“Class A-3 Interest Distributable Amount” means the amount of interest accrued during the related Interest Period (calculated on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days) on the Class A-3 Principal Balance as of the immediately preceding Payment Date (after giving effect to payments of principal made on such immediately preceding Payment Date) at the Class A-3 Rate or, in the case of the first Payment Date, on the Class A-3 Initial Principal Balance.]

[“Class A-3 Note” means any of the Floating Rate Asset Backed Notes, Class A-3, issued under the Indenture.]

“Class A-3 Noteholder” means any Person in whose name a Class A-3 Note is registered in the Note Register.

[“Class A-3 Notional Balance” means the Class A-3 Principal Balance as of the first day of the applicable Interest Period.]

[“Class A-3 Notional Fixed Rate” means [__]%.]

[“Class A-3 Principal Balance” as of any date means the Class A-3 Initial Principal Balance less all amounts paid to the holders of Class A-3 Notes in respect of principal pursuant to Section 5.06 hereof.]

[“Class A-3 Rate” means with respect to any Interest Period, [____]%.]

[“Class A-4 Final Scheduled Payment Date” means the Payment Date in [_________].]

[“Class A-4 Initial Principal Balance” means $[________].]

[“Class A-4 Interest Carryover Shortfall” means, with respect to any Payment Date, the excess, if any, of (x) the Class A-4 Interest Distributable Amount for such Payment Date and any outstanding Class A-4 Interest Carryover Shortfall from the immediately preceding Payment Date (together with interest on such outstanding Class A-4 Interest Carryover Shortfall at the Class A-4 Rate, to the extent lawful, calculated on the same basis as interest on the Class A-4 Notes for the same period), over (y) the amount of interest distributed to the Class A-4 Noteholders on such Payment Date.]

[“Class A-4 Interest Distributable Amount” means the amount of interest accrued during the related Interest Period (calculated on the basis of a 360 day year consisting of twelve 30 day months) on the Class A-4 Principal Balance as of the immediately preceding Payment Date (after giving effect to payments of principal made on such immediately preceding Payment Date) at the Class A-4 Rate or, in the case of the first Payment Date, on the Class A-4 Initial Principal Balance.]

[“Class A-4 Note” means any of the [__]% Asset Backed Notes, Class A-4, issued under the Indenture.]

[“Class A-4 Noteholder” means any Person in whose name a Class A-4 Note is registered in the Note Register.]

[“Class A-4 Principal Balance” as of any date means the Class A-4 Initial Principal Balance less all amounts paid to the holders of Class A-4 Notes in respect of principal pursuant to Section 5.06 hereof.]

[“Class A-4 Rate” means [___]%.]

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Closing Date” means [__________].

“Code” means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

“Collection Account” means the account or accounts designated as such and established and maintained pursuant to Section 5.01.

“Collection Period” means, with respect to any Payment Date, the calendar month immediately preceding the month in which such Payment Date occurs (and, in the case of the first Collection Period, the period from the Cutoff Date through the last day of the calendar month immediately preceding the month in which such Payment Date occurs).

“Commission” means the Securities and Exchange Commission, and any successor thereto.

“Current Receivable” means each Receivable that is not a Defaulted Receivable or a Liquidated Receivable.

“Cutoff Date” means [_________].

“Dealer” means the dealer of automobile and/or light duty trucks who sold a Financed Vehicle and who originated and assigned the Receivable relating to such Financed Vehicle to TMCC under an existing agreement between such dealer and TMCC.

“Dealer Recourse” means, with respect to a Receivable, all recourse rights against the Dealer that originated the Receivable, and any successor Dealer.

“Defaulted Receivable” means a Receivable (other than an Administrative Receivable or a Warranty Receivable) as to which (i) all or any part of a Scheduled Payment is 150 or more days past due and the Servicer has not repossessed the related Financed Vehicle, or (ii) the Servicer has, in accordance with its customary servicing procedures, determined that eventual payment in full is unlikely and either repossessed and liquidated the related Financed Vehicle or repossessed and held the related Financed Vehicle in its repossession inventory for 90 days, whichever occurs first.

“Definitive Notes” shall have the meaning ascribed thereto in the Indenture.

“Deferred Prepayment” means, with respect to an Actuarial Receivable and a Collection Period, the aggregate amount, if any, of Payments Ahead remitted to the Servicer in respect of such Receivable during one or more prior Collection Periods and currently held by the Servicer or in the Payahead Account.

“Delinquency Percentage” means, with respect to a Collection Period, the percentage equivalent of a fraction, the numerator of which is the number of (i) all outstanding Receivables 60 days or more delinquent (after taking into account permitted extensions) as of the last day of such Collection Period (excluding Receivables as to which the Financed Vehicle has been liquidated during that Collection Period), determined in accordance with the Servicer’s normal practices, plus (ii) all repossessed Financed Vehicles that have not been liquidated (to the extent the related Receivable is not otherwise reflected in clause (i) above), and the denominator of which is the aggregate number of Current Receivables on the last day of such Collection Period.

“Depositor” means the Seller in its capacity as Depositor under the Trust Agreement.

“Determination Date” means, with respect to any Payment Date, the second Business Day preceding such Payment Date.

“DTC” means The Depository Trust Company, and its successors.

“Eligible Deposit Account” means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution shall have a credit rating from each Rating Agency in one of its generic rating categories that signifies investment grade.

“Eligible Institution” means (a) the corporate trust department of the Indenture Trustee or the Owner Trustee or (b) a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), which (i) has either (A) a long-term unsecured debt rating of “AA-” or better by Standard & Poor’s and “Aa3” or better by Moody’s or (B) an account or accounts in which funds will be held therein for 30 days or less which are maintained with a depository institution or trust company, the short-term unsecured debt obligations of which are rated “A-1+” or better by Standard & Poor’s or if not rated by Standard & Poor’s then otherwise approved by Standard & Poor’s and rated “P-1” or better by Moody’s, or if not rate d by Moody’s then otherwise approved by Moody’s, and (ii) whose deposits are insured by the FDIC.  If so qualified, the Indenture Trustee or the Owner Trustee may be considered an Eligible Institution for the purposes of clause (b) of this definition.

“Eligible Investments” means, at any time, any one or more of the following obligations and securities:

(a)

obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States;

(b)

general obligations of or obligations guaranteed by FNMA, or (ii) any state of the United States, the District of Columbia or the Commonwealth of Puerto Rico then rated the highest available credit rating of each Rating Agency for such obligations;

(c)

certificates of deposit issued by any depository institution or trust company (including the Indenture Trustee) incorporated under the laws of the United States or of any state thereof, the District of Columbia or the Commonwealth of Puerto Rico and subject to supervision and examination by banking authorities of one or more of such jurisdictions, provided that the short-term unsecured debt obligations of such depository institution or trust company are then rated the highest available rating of each Rating Agency for such obligations;

(d)

certificates of deposit, demand or time deposits of, bankers’ acceptances issued by, or federal funds sold by, any depository institution or trust company (including the Indenture Trustee) incorporated under the laws of the United States or any State and subject to supervision and examination by federal and/or State banking authorities and the deposits of which are fully insured by the Federal Deposit Insurance Corporation, so long as at the time of such investment or contractual commitment providing for such investment either such depository institution or trust company is an Eligible Institution (or if such investment will mature after more than one month, the long-term, unsecured debt of the issuer has the highest available rating from each Rating Agency) or as to which the Indenture Trustee shall have received a letter from each Rating Agency to the effect that such investment would not result in the qu alification, downgrading or withdrawal of the ratings then assigned to any Notes issued by the Issuer;

(e)

certificates of deposit issued by any bank, trust company, savings bank or other savings institution that is an Eligible Institution and is fully insured by the FDIC (or if such investment will mature after more than one month, the long-term, unsecured debt of the issuer has the highest available rating from each Rating Agency);

(f)

repurchase obligations held by the Indenture Trustee that are acceptable to the Indenture Trustee with respect to any security described in clauses (a), (b) or (g) hereof or any other security issued or guaranteed by any other agency or instrumentality of the United States, in either case entered into with a federal agency or a depository institution or trust company (acting as principal) described in clause (d) above (including the Indenture Trustee); provided, however, that repurchase obligations entered into with any particular depository institution or trust company (including the Indenture Trustee) will not be Eligible Investments to the extent that the aggregate principal amount of such repurchase obligations with such depository institution or trust company held by the Indenture Trustee on behalf of the Noteholders or the Seller, as the case may be, shall exceed 10% of either the Pool Balance or of the principal balance of all the face amount of all Eligible Investments so held thereby;

(g)

securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any State so long as at the time of such investment or contractual commitment providing for such investment (i) the long-term, unsecured debt, or if such securities are commercial paper, the short-term unsecured debt, of such corporation has the highest available rating from each Rating Agency or (ii) the Indenture Trustee shall have received a letter from each Rating Agency to the effect that such investment would not result in the qualification, downgrading or withdrawal of the ratings then assigned to any of the Notes;

(h)

money market funds so long as such funds are rated "Aaa" by Moody's (so long as Moody's is a Rating Agency) and "AAA" by Standard & Poor's (so long as Standard & Poor's is a Rating Agency), including any such fund for which the Indenture Trustee or an Affiliate thereof serves as an investment advisor, administrator, shareholder servicing agent and/or custodian or subcustodian, and notwithstanding that (i) such Person charges and collects fees and expenses from such funds for services rendered, (ii) such Person charges and collects fees and expenses for services rendered pursuant to the Trust Agreement, the Indenture or the Securities Account Control Agreement and (iii) services performed for such funds and pursuant to any such agreement may converge at any time.  Each of the Seller and the Servicer hereby specifically authorizes the Indenture Trustee, Owner Trustee, Securities In termediary or an Affiliate thereof  to charge and collect all fees and expenses from such funds for services rendered to such funds, in addition to any fees and expenses such Person may charge and collect for services rendered pursuant to any such Agreement; and

(i)

such other investments acceptable to each Rating Agency (as approved in writing by each Rating Agency) as will not result in the qualification, downgrading or withdrawal of the ratings then assigned by such Rating Agency to any of the Notes; provided that each of the foregoing investments shall mature no later than the Payment Date next succeeding such investment, and shall be required to be held to such maturity.

None of the foregoing will be considered a Eligible Investment if:

(1)

it constitutes a certificated security, bankers' acceptance, commercial paper, negotiable certificate of deposit or other obligation that constitutes “financial assets” within the meaning of Section 8-102(a)(9)(c) of the UCC unless a security entitlement with respect to such Eligible Investment has been created, in favor of the Indenture Trustee or Owner Trustee, as appropriate, in accordance with Section 8-501(b) of the UCC and the related securities intermediary has agreed not to comply with entitlement orders of any secured party other than the Indenture Trustee, Seller or Owner Trustee, as the case may be; or

(2)

it constitutes a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations, unless, in accordance with applicable law, (A) a book-entry registration thereof is made to an appropriate book-entry account maintained with a Federal Reserve Bank by the Indenture Trustee, Securities Intermediary or Owner Trustee, as appropriate, or by a custodian therefor, (B) a deposit advice or other written confirmation of such book-entry registration is issued to such Person, (C) any such custodian makes entries in its books and records identifying that such book-entry security is held through the Federal Reserve System pursuant to federal book-entry regulations and belongs to such trustee and indicating that such custodian holds such Eligible Investment solely as agent for the Indenture Trustee, Securities Intermediary or Owner Trustee, as appropriate, (D) the Inden ture Trustee, Securities Intermediary or Owner Trustee, as appropriate, makes entries in its books and records establishing that it holds such security solely in such capacity, and (E) any additional or alternative procedures as may hereafter become necessary to effect complete transfer of ownership thereof to such trustee are satisfied, consistent with changes in applicable law or regulations or the interpretation thereof.

Notwithstanding anything to the contrary contained in this definition, no Eligible Investment may be purchased at a premium and no Eligible Investment shall be an “interest only” instrument.

For purposes of this definition, any reference to the highest available credit rating of an obligation shall mean the highest available credit rating for such obligation (excluding any “+” signs associated with such rating), or such lower credit rating (as approved in writing by each Rating Agency) as will not result in the qualification, downgrading or withdrawal of the rating then assigned by such Rating Agency to any of the Notes.  Also for purposes of this definition, any reference to a Rating Agency refers only to a Rating Agency that has, at the request of TMCC, rated the Notes.

“Event of Default” shall have the meaning specified in the Indenture.

“Excess Payment” means, with respect to a Receivable and a Collection Period, the amount, if any, by which the Actual Payment exceeds the sum of (i) the Scheduled Payment, and (ii) any Overdue Payment.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FDIC” means the Federal Deposit Insurance Corporation, and its successors.

“FNMA” means the Federal National Mortgage Association, and its successors.

“Financed Vehicle” means, with respect to a Receivable, the related automobile or light duty truck, as the case may be, together with all accessions thereto, securing the related Obligor’s indebtedness under such Receivable.

“Holder” or “Securityholder” means the registered holder of a Note as evidenced by the Note Register or the Certificateholder, as the case may be, except that, solely for the purposes of giving certain consents, waivers, requests or demands pursuant to the Trust Agreement or the Indenture, the interest evidenced by the Certificate or any Note registered in the name of TAFR LLC or TMCC, or any Person actually known to a Trust Officer of the Owner Trustee or the Indenture Trustee to be controlling, controlled by or under common control with TAFR LLC or TMCC, shall not be taken into account in determining whether the requisite percentage necessary to effect any such consent, waiver, request or demand shall have been obtained.

“Indenture” means the Indenture dated as of [________], between the Issuer and the Indenture Trustee.

“Indenture Trustee” means the Person acting as Indenture Trustee under the Indenture, its successors in interest and any successor trustee under the Indenture.

“Insolvency Event” means, with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an or der for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

“Insurance Policy” means, with respect to a Receivable, an insurance policy covering physical damage, credit life, credit disability, theft, mechanical breakdown or similar event relating to the related Financed Vehicle or Obligor.

“Interest Determination Date” means the second London Banking Day prior to the Interest Reset Date for the related Interest Period.

“Interest Period” with respect to any Payment Date and (i) the Class A-[_] and Class A-[_] Notes means the period from (and including) a Payment Date to (but excluding) the next Payment Date, except that the first interest accrual period will be from (and including) the Closing Date to (but excluding) [_________]; and (ii) the Class A-[_] and Class A-[_] Notes means the period from (and including) the [__] day of each calendar month to (but excluding) the [__] day of the succeeding calendar month, except that the first interest accrual period will be from (and including) the Closing Date to (but excluding) [_________].

[“Interest Rate Swap Agreement” means the 1992 ISDA Master Agreement dated as of [_________], including all schedules and confirmations thereto, between the Issuer and the Swap Counterparty, as the same may be amended, supplemented, renewed, extended or replaced from time to time.]  

“Interest Reset Date” means, with respect to the Class A-[_] Notes, the first day of the applicable Interest Period.  

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Issuer” means Toyota Auto Receivables [___]-[_] Owner Trust.

“LIBOR” means the rate for deposits in U.S. dollars for a one-month period which appears on the Telerate Page 3750 as of 11:00 a.m., London time, on the Interest Determination Date; provided that, the following procedures will be followed if LIBOR cannot be determined as described above:

(a)

With respect to an Interest Determination Date on which no rate appears on Telerate Page 3750, LIBOR for the applicable Interest Determination Date will be the rate calculated by the Calculation Agent (as defined in the Interest Rate Swap Agreement) as the arithmetic mean of at least two quotations obtained by the Calculation Agent after requesting the principal London offices of each of four major reference banks in the London interbank market, which may include the Calculation Agent and its affiliates, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for a one-month period, commencing on the second London Banking Day immediately following the applicable Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a principal amount tha t is representative for a single transaction in U.S. dollars in that market at that time.  If at least two such quotations are provided, LIBOR determined on the applicable Interest Determination Date will be the arithmetic mean of the quotations.

(b)

If fewer than two quotations referred to in clause (a) above are provided, LIBOR determined on the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of the rates quoted at approximately 11:00 a.m. in New York on the applicable Interest Determination Date by three major banks, which may include the Calculation Agent and its affiliates, in New York, selected by the Calculation Agent for loans in U.S. dollars to leading European banks, having a maturity of one-month and in a principal amount that is representative for a single transaction in  U.S. dollars in that market at that time.

(c)

If the banks so selected by the Calculation Agent are not quoting as mentioned in clause (b) above, LIBOR for the applicable Interest Determination Date will be LIBOR in effect on the applicable Interest Determination Date.

“Lien” means any security interest, lien, charge, pledge, equity or encumbrance of any kind other than tax liens, mechanics’ liens and any liens that attach to a Receivable or any property, as the context may require, by operation of law.

“Liquidated Receivable” means a Receivable that (i) has been the subject of a Prepayment in full, or (ii) has been paid in full or as to which the Servicer has determined that the final amounts in respect of such payment have been paid with respect to a Defaulted Receivable, regardless of whether all or any part of such payment has been made by the Obligor under such Receivable, the Seller pursuant to this Agreement, the Servicer pursuant to this Agreement or pursuant to the Receivables Purchase Agreement, an insurer pursuant to an Insurance Policy or otherwise.

“Liquidation Expenses” means, with respect to a Defaulted Receivable, the amount charged by the Servicer, in accordance with its customary servicing procedures, to or for its account for repossessing, refurbishing and disposing of the related Financed Vehicle and other out-of-pocket costs related to such liquidation.

“Liquidation Proceeds” means, with respect to a Defaulted Receivable, all amounts realized with respect to such Receivable from whatever sources (including, without limitation, proceeds of any Insurance Policy), net of amounts that are required by law or such Receivable to be refunded to the related Obligor.

“London Banking Day” means any day on which commercial banks in London are open for general business (including dealings in foreign exchange and foreign currency deposits).  

“Monthly Remittance Conditions” means, collectively, (i) TMCC is the Servicer, (ii) either (a) TMCC’s short-term unsecured debt is rated P-1 by Moody’s and A-1 by Standard & Poor’s (so long as Moody’s and Standard & Poor’s are Rating Agencies), or (b) certain arrangements are made that are acceptable to the Rating Agencies and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Noteholders).

“Moody’s” means Moody’s Investors Service, or its successor.

“Net Liquidation Proceeds” means, with respect to a Defaulted Receivable, Liquidation Proceeds less Liquidation Expenses.

“Nonrecoverable Advance” means any Outstanding Advance as to which the Servicer determines that any recovery from payments made on or with respect to such Receivable is unlikely; provided that the Servicer cannot deem any Outstanding Advance made at the option of the Servicer pursuant to Section 4.02 to be a Nonrecoverable Advance unless it delivers to the Indenture Trustee and Owner Trustee an Officer’s Certificate to the effect that such Outstanding Advance, when made, was reasonably likely to be reimbursed from collections in respect of interest on the related Receivable representing interest accrued on such Receivable at the related APR less the Servicing Fee Rate.

“Note” means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note or a Class A-4 Note.

“Note Depository Agreement” has the meaning assigned in the Indenture.

“Note Owner” has the meaning assigned in the Indenture.

“Note Pool Factor” means, with respect to each Class of Notes as of the close of business on any Payment Date, a seven-digit decimal figure equal to the outstanding principal balance of such Class of Notes (after giving effect to any reductions thereof to be made on such Payment Date) divided by the original outstanding principal balance of such Class of Notes.  The Note Pool Factor for each Class of Notes will be 1.0000000 as of the Closing Date; thereafter, the related Note Pool Factor will decline to reflect reductions in the outstanding principal balance of such Class of Notes.

“Note Register” means the register maintained by the Indenture Trustee pursuant to the Indenture recording the name of each registered Holder of a Note.

“Noteholder” means any Holder of a Note.

“Noteholders’ Percentage” for any Payment Date means [_________]% except that on the Payment Date following (a) the cessation of a period during which either the Specified Delinquency Percentage or Specified Charge-off Rate Percentage exceeded [__]% or (b) the rescission of an acceleration of the Notes after an Event of Default, the Noteholders’ Percentage is the lesser of (x) the percentage equivalent of a fraction the numerator of which is the aggregate of the outstanding principal balances of the Class A-2, Class A-3 and Class A-4 Notes as of the Payment Date (prior to making any distributions on such Payment Date) and the denominator of which is the Pool Balance as of the last day of the related Collection Period and (y) the Noteholders’ Percentage for the previous Payment Date.

“Obligor” on a Receivable means the purchaser or co-purchasers of the related Financed Vehicle purchased in part or in whole by the execution and delivery of such Receivable or any other Person who owes or may be liable for payments under such Receivable.

“Officer’s Certificate” means a certificate signed by the President, any Vice President, the chief financial officer, the chief accounting officer, the Treasurer or any Assistant Treasurer, or the Secretary or any Assistant Secretary of the Issuer, the Seller or the Servicer, as the case may be.

“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise provided herein, be an employee of or counsel to the Issuer, the Seller or the Servicer, which counsel shall be acceptable to the Indenture Trustee, the Owner Trustee or the Rating Agencies, as the case may be.

“Optional Purchase Percentage” means 10%.

“Optional Purchase Price” means an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Receivables that became Defaulted Receivables in the Collection Period preceding the Payment Date on which that purchase is effected), plus the appraised value of any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust (less liquidated expenses); provided, however, that the Optional Purchase Price shall be equal to or greater than the Outstanding Amount plus all accrued and unpaid interest on each Class of Notes (including, without duplication, any Class A-1 Interest Carryover Shortfall, Class A-2 Interest Carryover Shortfall, Class A-3 Interest Carryover Shortfall or Class A-4 Interest Carryov er Shortfall) through the Payment Date on which the Owner Trust Estate is to be purchased by the Servicer, or successor to the Servicer plus [any amounts payable by the Issuer to the Swap Counterparty under the Interest Rate Swap Agreement] and [any amounts due to Toyota Motor Credit Corporation under the Revolving Liquidity Note].

“Original Pool Balance” means $[__________].

“Outstanding Advances” means, with respect to a Receivable and the last day of a Collection Period, the sum of all Advances made as of or prior to such date, minus all payments or collections as of or prior to such date which are specified in Section 5.04(b) as applied to reimburse all unpaid Advances with respect to such Receivable.

“Outstanding Amount” means the aggregate principal amount of all Notes, or, if indicated by the context, all Notes of any Class, outstanding at the date of determination.

“Overdue Payment” means, with respect to any Receivable (other than an Administrative Receivable or a Warranty Receivable), payments made by or on behalf of the Obligor which are not Supplemental Servicing Fees and therefor shall be applied first to reimburse the Servicer for Outstanding Advances made with respect to such Receivable pursuant to Section 5.03(a).

“Owner Trust Estate” means all right, title and interest of the Trust in and to the property and rights assigned to the Trust pursuant to Article II of this Agreement, all funds on deposit from time to time in the accounts created pursuant to Section 5.01 of this Agreement (excluding any net investment income with respect to amounts held in such accounts) and all other property of the Trust from time to time, including any rights of the Owner Trustee and the Trust pursuant to this Agreement and the Administration Agreement, rights of the Owner Trustee and the Trust pursuant to [the Revolving Liquidity Note Agreement and Revolving Liquidity Note], and as assignee of the rights and interests of the Depositor under the Receivables Purchase Agreement.

“Owner Trustee” means [_____________], not in its individual capacity but solely as Owner Trustee under the Trust Agreement, or any successor Owner Trustee under the Trust Agreement.

“Payahead Account” means the account or accounts designated as such and established and maintained pursuant to Section 5.01.

“Payment Ahead” means, with respect to an Actuarial Receivable and a Collection Period, any Excess Payment not representing prepayment in full of such Actuarial Receivable which the Servicer, in accordance with its customary servicing practices, will apply towards the payment of Scheduled Payments in one or more future Collection Periods.

“Payment Date”  means, with respect to a Collection Period, the [________] calendar day of the following calendar month, or if such day is not a Business Day, the next succeeding Business Day, commencing [_________].

“Person” means any legal person, including any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Pool Balance” means, as of any date, the aggregate Principal Balance of the Receivables (exclusive of all Administrative Receivables for which the Servicer has paid the Administrative Purchase Payment, Warranty Receivables for which the Seller has paid the Warranty Purchase Payment and Defaulted Receivables) as of the close of business on such date.

“Pool Factor” as of any Payment Date, means a seven-digit decimal figure equal to the Pool Balance as of such Payment Date divided by the Original Pool Balance.

“Prepayment” means (i) with respect to any Actuarial Receivable and any Collection Period, any prepayment in full or Excess Payment which the Servicer, in accordance with its customary servicing practices, will apply towards the payment of Scheduled Payments due during or prior to such Collection Period or (ii) with respect to any Simple Interest Receivable, any prepayment, whether in part or in full, in respect of such Simple Interest Receivable.

“Principal Balance” means, with respect to any Receivable as of any date, the Amount Financed minus the sum of the following amounts: (i) in the case of an Actuarial Receivable, that portion of all Scheduled Payments due on or prior to such date allocable to principal, computed in accordance with the actuarial method, (ii) in the case of a Simple Interest Receivable, that portion of all Scheduled Payments actually received on or prior to such date allocable to principal, (iii) any Warranty Purchase Payment or Administrative Purchase Payment with respect to such Receivable allocable to principal, and (iv) any Prepayments or other payments applied to reduce the unpaid principal balance of such Receivable.  The Principal Balance of a Defaulted Receivable is zero.

“Principal Distribution Amount” means, with respect to any Payment Date, an amount equal to the excess, if any, of (a) the Pool Balance as of the end of the Collection Period preceding the related Collection Period, or, as of the Cutoff Date, in the case of the first Collection Period, over (b) the Pool Balance as of the end of the related Collection Period together with any portion of the Principal Distribution Amount that would have been required to be paid pursuant to Section 5.06(c)(iii) on any prior Payment Date had there been sufficient funds available therefor; provided, however, that (i) the Principal Distribution Amount on the Class A-1 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-1 Notes to zero; (ii) the Principal Distribution Amount on the Class A-2 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-2 Notes to zero; (iii), the Principal Distribution Amount on the Class A-3 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-3 Notes to zero; and (iv) the Principal Distribution Amount on the Class A-4 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-4 Notes to zero.

“Rating Agency” means either or each of Moody’s and Standard & Poor’s, as indicated by the context.

“Rebate” means, with respect to an Actuarial Receivable and any date, the rebate, calculated on an actuarial basis, under such Actuarial Receivable that is or would be payable to the related Obligor for unearned finance charges or any other charges subject to rebate if such Obligor were to prepay such Receivable in full on such date.

“Receivable” means any retail installment sale contract executed by an Obligor in respect of a Financed Vehicle that is identified in the Schedule of Receivables, and all proceeds thereof and payments thereunder.

“Receivable File” means the documents specified in Section 2.02 pertaining to a particular Receivable.

“Receivables Purchase Agreement” means that certain Receivables Purchase Agreement, dated as of [_______], between the Seller and TMCC.

“Record Date” means, with respect to the Notes of any Class and each Payment Date, the calendar day immediately preceding such Payment Date or, if Definitive Notes representing any Class of Notes have been issued, the last day of the month immediately preceding the month in which such Payment Date occurs.  Any amount stated “as of a Record Date” or “on a Record Date” shall give effect to (i) all applications of collections, and (ii) all payments and distributions to any party under this Agreement, the Indenture and the Trust Agreement or to the related Obligor, as the case may be, in each case as determined as of the opening of business on the related Record Date.

“Recoveries” means, with respect to any Receivable that becomes a Liquidated Receivable, monies collected in respect thereof, from whatever source, during any Collection Period following the Collection Period in which such Receivable became a Liquidated Receivable, net of the sum of any amounts expended by the Servicer for the account of the Obligor and any amounts required by law to be remitted to the Obligor.

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Released Administrative Amount” means, with respect to a Payment Date and to an Administrative Receivable, the Deferred Prepayment, if any, for such Administrative Receivable.

“Released Warranty Amount” means, with respect to a Payment Date and to a Warranty Receivable, the Deferred Prepayment, if any, for such Warranty Receivable.

“Relevant Trustee” means (i) with respect to the control over or appropriate designation denoting ownership or control over any property comprising a portion of the Owner Trust Estate (as defined in the Trust Agreement) that either is not conveyed or pledged to the Indenture Trustee for the benefit of the Noteholders and Certificateholder pursuant to the Granting Clause of the Indenture or that has been released from the lien of the Indenture, the Owner Trustee, and (ii) with respect to any property comprising a portion of the Trust Estate (as defined in the Indenture) that has not been released from the lien of the Indenture, the Indenture Trustee; provided, however, that with respect to any property that is under the joint or separate control of a co-trustee or separate trustee under the Trust Agreement or the Indenture, respectively,  “Relevant Trustee” shall refe r to either or both of the Owner Trustee and such co-trustee or separate trustee or to either or both of the Indenture Trustee and such co-trustee or separate trustee, as the case may be.

“Reserve Account” means the account designated as such, established and maintained pursuant to Section 5.07.

[“Revolving Liquidity Note” means the Revolving Liquidity Note issued pursuant to the Revolving Liquidity Note Agreement.]

[“Revolving Liquidity Note Agreement” means that certain Revolving Liquidity Note Agreement, dated as of [__________], between TMCC and the Trust.]

“Schedule of Receivables” means the schedule of receivables attached as Schedule A to this Agreement, as it may be amended from time to time.

“Scheduled Payment” means, with respect to any Payment Date and to a Receivable, the payment set forth in such Receivable as due from the Obligor in the related Collection Period; provided, however, that in the case of the first Collection Period, the Scheduled Payment shall include all such payments due from the Obligor on or after the Cutoff Date.

“Securities Account Control Agreement” means the Securities Account Control Agreement dated [_________], among the Seller, [___________], as Securities Intermediary thereunder, and [___________], as Indenture Trustee, pursuant to which the Reserve Fund will be established and maintained.

“Securities Act” means the Securities Act of 1933, as amended.

“Securityholder” see the definition of “Holder.”

“Seller” means TAFR LLC, and its successors in interest to the extent permitted hereunder.

“Servicer” means TMCC, as the servicer of the Receivables, and each successor to TMCC (in the same capacity) pursuant to Section 7.03 or 8.02.

“Servicer’s Certificate” means an Officer’s Certificate of the Servicer delivered pursuant to Section 4.10, substantially in the form attached hereto as Exhibit A.

“Servicer Default” means an event specified in Section 8.01.

“Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

“Servicing Fee Rate” means [1.00]% per annum.

“Simple Interest Advance” means an advance in respect of interest on any Simple Interest Receivable in the amount determined as set forth in Section 5.04(a).

“Simple Interest Method” means the method of allocating a fixed level payment to principal and interest, pursuant to which the portion of such payment that is allocated to interest is equal to the product of the fixed rate of interest multiplied by the unpaid principal balance multiplied by the period of time elapsed since the preceding payment of interest was made and the remainder of such payment is allocable to principal.

“Simple Interest Receivable” means any Receivable which provides for the allocation of payments according to the simple interest method.

“Specified Charge-off Rate Percentage” means on any Payment Date the average of the Charge-off Rates for the three preceding Collection Periods.

“Specified Delinquency Percentage” means on any Payment Date the average of the Delinquency Percentages for the three preceding Collection Periods.

“Specified Reserve Account Balance” means with respect to any Payment Date zero, except (i) for any Payment Date on which the conditions set forth in Section 5.08(b) require deposits into the Reserve Account, in which case the Specified Reserve Account Balance shall be $[________] ([__]% of the original outstanding Principal Balance of the Receivables as of the Cutoff Date), or, (ii) if either the Specified Delinquency Percentage or the Specified Charge-off Rate Percentage exceeds [__]% on any Payment Date, the Specified Reserve Account Balance shall be (A) the greater of (a) [______] ([__]% of the outstanding principal balance of the Receivables as of the Cutoff Date) and (b) [__]% of the Class A Note Balance as of such Payment Date (after giving effect to any principal payments made on the Notes on such Payment Date), less (B) [so long as none of the events described in the second paragraph of Section 5.08(b) has occurred, an amount equal to the principal balance of the Revolving Liquidity Note that has not been drawn (plus any portion thereof drawn but reimbursed) on or prior to such date of determination]; provided further, that (x) if the circumstances described in clauses (i) and (ii) are both applicable, the provisions of clause (ii) shall apply and (y) the Specified Reserve Balance with respect to any date shall not exceed the sum of the Class A Note Balance as of the preceding Payment Date (after giving effect to any principal payments made on the Notes on such preceding Payment Date).

“Standard & Poor’s” means Standard & Poor’s, a Division of The McGraw-Hill Companies, Inc., and its successors.

“Subcontractor” means any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the asset-backed securities market) of the Receivables but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to the Receivables under the direction or authority of the Servicer or a Subservicer.

“Subordinated Seller’s Interest” means the undivided interest in the Trust evidenced by the certificate issued pursuant to Section 3.02 of the Trust Agreement that includes the right to receive (to the extent of amounts available therefor) payments of principal pursuant to Section 5.06(c)(vii) and of certain additional amounts pursuant to Section 5.06(c)(viii) and Section 5.06(d)(vi) herein.  The Subordinated Seller's Interest shall be deemed to have a principal balance of $[______] as of the Closing Date, which will be reduced by amounts distributed in respect of the Subordinated Seller’s Interest pursuant to Section 5.06(c)(vii) as described herein.

“Subordinated Seller’s Interest  Percentage” for any Payment Date is 100% minus the Noteholders’ Percentage for such Payment Date.

“Subservicer”:  means any Person that services Receivables on behalf of the Servicer or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Servicer under this Agreement that are identified in Item 1122(d) of Regulation AB.

“Successor Servicer” means any entity appointed as a successor to the Servicer pursuant to Section 8.02.

“Supplemental Servicing Fee” means, with respect to any Payment Date, all late fees, prepayment charges, extension fees and other administrative fees and expenses or similar charges allowed by applicable law with respect to the Receivables received by the Servicer during the related Collection Period.

[“Swap Counterparty” shall mean [Toyota Motor Credit Corporation], as swap counterparty under the Interest Rate Swap Agreement, or any successor or replacement swap counterparty from time to time under the Interest Rate Swap Agreement.]  

[“Swap Event of Default” means (i) the failure of the Issuer or the Swap Counterparty to pay any amount when due under the Interest Rate Swap Agreement after giving effect to any applicable grace period; (ii) the occurrence of certain events of insolvency or bankruptcy of the Issuer or the Swap Counterparty as specified in the Interest Rate Swap Agreement and (iii) certain other standard events of default under the 1992 ISDA Master Agreement as specified in the Interest Rate Swap Agreement including “Breach of Agreement” (not applicable to the Issuer), “Misrepresentation” (not applicable to the Issuer) and “Merger without Assumption,” as described in Sections 5(a)(ii), 5(a)(iv) and 5(a)(viii) of the 1992 ISDA Master Agreement.]

[“Swap Payments Incoming” means on any Payment Date the net amount, if any, then payable by a Swap Counterparty to the Issuer, excluding any Swap Termination Payments.]  

[“Swap Payments Outgoing” means on any Payment Date the net amount, if any, then payable by the Issuer to the Swap Counterparty, excluding any Swap Termination Payments.]  

[“Swap Termination Event” means (i) certain events of insolvency of bankruptcy of the Issuer or the Swap Counterparty as specified in the Interest Rate Swap Agreement; (ii) any Event of Default under the Indenture that results in the acceleration of the Notes or involving an uncured payment default; (iii) the Issuer or Swap Counterparty becomes subject to registration as an “investment company” under the Investment Company Act of 1940; and (iv) certain standard termination events under the 1992 ISDA Master Agreement as specified in the Interest Rate Swap Agreement including “Illegality,” “Tax Event” and “Tax Event Upon Merger,” each as more fully described in Sections 5(b)(i), 5(b)(ii) and 5(b)(iii) of the 1992 ISDA Master Agreement.]

[“Swap Termination Payment” means any termination payment payable by the Issuer to the Swap Counterparty or by the Swap Counterparty to the Issuer under the Interest Rate Swap Agreement.]  

“TAFR LLC” means Toyota Auto Finance Receivables LLC, a Delaware limited liability company, or its successors.

“TMCC” means Toyota Motor Credit Corporation, a California corporation, and its successors and assigns.

“Total Servicing Fee” means the sum of the Basic Servicing Fee and the Supplemental Servicing Fee.

“Trust” means the Issuer.

“Trust Agreement” means the Trust Agreement dated as of [_________], as amended by the Amended and Restated Trust Agreement dated as of [_________], by and between the Seller and the Owner Trustee.

“Trust Estate” means all money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest of this Indenture for the benefit of the Noteholders (including, without limitation, all property and interests granted to the Indenture Trustee pursuant to the granting clause of the Indenture), including all proceeds thereof.

“Trust Officer” means, in the case of the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and, with respect to the Owner Trustee, any officer in the Corporate Trust Administration Department of the Owner Trustee with direct responsibility for the administration of the Trust Agreement and the Basic Documents on behalf of the Owner Trustee.

“UCC” means the Uniform Commercial Code as in effect in the relevant jurisdiction.

“United States” means the United States of America.

“Warranty Purchase Payment” means, with respect to a Payment Date and to (1) a Warranty Receivable which is an Actuarial Receivable repurchased by the Seller as of the close of business on the last day of the related Collection Period, (a) the sum of (i) all Scheduled Payments on such Receivable due after the last day of such Collection Period, (ii) all past due Scheduled Payments for which an Advance has not been made, (iii) an amount equal to any reimbursement of Outstanding Advances made pursuant to Section 5.04(b) with respect to such Receivable  and (iv) an amount equal to all other Outstanding Advances made pursuant to Section 5.04(c) with respect to such Receivable, minus (b) the sum of (i) the Rebate, if any, paid to the Obligor on an Actuarial Receivable on or before the date of such purchase (except to the extent specified in Section 4.03) and (ii) any other proceeds in respect of such Receivable received during any Collection Period prior to or during such Collection Period (to the extent applied to reduce the Principal Balance of such Receivable on such Payment Date), and (2) a Warranty Receivable which is a Simple Interest Receivable repurchased by the Seller as of the close of business on the last day of the related Collection Period, the sum of (a) the unpaid principal balance owed by the Obligor in respect of such Receivable plus (b) interest on such unpaid principal balance at a rate equal to the related APR to the last day in the related Collection Period.

“Warranty Receivable” means a Receivable which the Seller is required to repurchase pursuant to Section 4.08.

SECTION 1.02  Usage of Terms.  With respect to all terms in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; and the term “including” means “including without limitation.”

ARTICLE II

CONVEYANCE OF RECEIVABLES

SECTION 2.01  Conveyance of Receivables.  (a)  Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement.  Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate.

(b)

In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, in trust for the benefit of the Certificateholder, without recourse (subject to the Seller’s obligations herein):

(i)

all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) on or after the Cutoff Date;

(ii)

the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto;

(iii)

the interest of the Seller in any proceeds of any physical damage insurance policies covering Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors;

(iv)

the interest of the Seller in any Dealer Recourse;

(v)

the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof;

(vi)

the rights and interests of the Seller under the Receivables Purchase Agreement;

(vii)

all other assets comprising the Owner Trust Estate [(other than the Revolving Liquidity Note and Revolving Liquidity Note Agreement, which are assets of the Owner Trust Estate but are not sold by the Seller)];

(viii)

all proceeds of the foregoing; and

(ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”).

(c)

It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables from the Seller to the Issuer and the beneficial interest in and title to the Receivables shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law.  The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Receivables pursuant to this Agreement and to perfect such sale under the UCC.

(d)

Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other property conveyed hereunder and all proceeds of any of the foregoing.  This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC.

(e)

In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer.  Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement.

(f)

Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders and Certificateholder) shall be governed by the Indenture.

SECTION 2.02  Custody of Receivables Files.  To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the Issuer, upon the execution and delivery of this Agreement, appoints the Servicer, and the Servicer accepts such appointment, to act as the agent of the Issuer as custodian of the following documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession of such documents, electronic files or instruments as contemplated by Sections 3.01(v) and 3.03(b) of this Agreement) which are hereby constructively delivered to the Issuer with respect to each Receivable:

(a)

the fully executed original of each retail installment sales contract identified in the Schedule of Receivables;

(b)

documents evidencing or related to any Insurance Policy;

(c)

the original (in paper or electronic form) of the credit application of each Obligor, fully executed by such Obligor on TMCC’s customary form, or on a form approved by TMCC, for such application;

(d)

the original certificate of title (or evidence that such certificate of title has been applied for) or such documents that the Servicer shall keep on file, in accordance with TMCC’s customary procedures, evidencing the security interest in the related Financed Vehicle; and

(e)

any and all other documents that the Seller or the Servicer, as the case may be, shall keep on file, in accordance with its customary procedures, relating to such Receivable or the related Obligor or Financed Vehicle;

[provided that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivables File so long as the Servicer remains primarily responsible for their safekeeping.]

SECTION 2.03  Acceptance by Owner Trustee.  The Owner Trustee hereby acknowledges its acceptance, on behalf of the Issuer, pursuant to this Agreement, of all right, title and interest in and to the Receivables conveyed by the Seller pursuant to this Agreement and declares and shall declare from and after the date hereof that the Owner Trustee holds and shall hold such right, title and interest, upon the terms and conditions set forth in this Agreement.

ARTICLE III

THE RECEIVABLES

SECTION 3.01  Representations and Warranties of the Seller with Respect to the Receivables.  The Seller makes the following representations and warranties as to the Receivables on which the Issuer is deemed to have relied in acquiring the Receivables.  Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the  Issuer, and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

(a)

Characteristics of Receivables.  Each Receivable (i) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC from such Dealer under an existing agreement with TMCC and shall have been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreement, (ii) shall, except as otherwise provided in this Agreement, provide for monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method or the actuarial method, (iii) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security and (iv) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest.

(b)

Schedule of Receivables.  The information set forth in the Schedule of Receivables shall be true and correct in all material respects as of the opening of business on the Cutoff Date, and no selection procedures adverse to the Securityholders shall have been utilized in selecting the Receivables from those automobile and light duty truck receivables of TMCC that met the selection criteria set forth in this Section and this Agreement.

(c)

Compliance with Law.  To the knowledge of the Seller, each Receivable, including each form of contract used to originate each Receivable and each sale of the related Financed Vehicle, shall have complied at the time such form of contract was used or such sale was originated or made, and shall comply at the time of execution of this Agreement, in all material respects with all requirements of applicable federal, state and local laws, and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B, M and Z (to the extent applicable), state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and other con sumer credit, equal credit opportunity and disclosure laws, except with respect to applicable Florida documentary stamp taxes and applicable Texas Finance Code form of contract provisions as to which the effect of noncompliance will not have a material adverse effect on such Receivable.

(d)

Binding Obligation.  Each Receivable shall constitute the legal, valid and binding payment obligation in writing of the related Obligor, enforceable by the holder thereof in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

(e)

No Bankrupt Obligors.  None of the Receivables shall be due, to the best knowledge of the Seller, from any Obligor who is presently the subject of a bankruptcy proceeding or is bankrupt or is insolvent.

(f)

No Government Obligors.  None of the Receivables shall be due from the United States or any state, or from any agency, department or instrumentality of the United States or any state or local government.

(g)

Employee Obligors.  None of the Receivables shall be due from any employee of the Seller, TMCC or any of their respective Affiliates.

(h)

Security Interest in Financed Vehicles.  Immediately prior to the sale, assignment and transfer thereof, each Receivable shall be secured by a validly perfected first priority security interest in the related Financed Vehicle in favor of TMCC as secured party or all necessary and appropriate action with respect to such Receivable shall have been taken to perfect a first priority security interest in such Financed Vehicle in favor of TMCC as secured party.

(i)

Receivables in Force.  No Receivable shall have been satisfied, subordinated or rescinded, nor shall any Financed Vehicle have been released in whole or in part from the lien granted by the related Receivable.

(j)

No Waivers.  No provision of a Receivable shall have been waived in such a manner that such Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto.

(k)

No Amendments.  No Receivable shall have been amended or modified in such a manner that the total number of Scheduled Payments has been increased or that the related Amount Financed has been increased or that such Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto.

(l)

No Defenses.  No facts shall be known to the Seller which would give rise to any right of rescission, setoff, counterclaim or defense, nor shall the same have been asserted or threatened, with respect to any Receivable.

(m)

No Liens.  To the knowledge of the Seller, no liens or claims shall have been filed as of the date of this Agreement, including liens for work, labor or materials relating to a Financed Vehicle, that shall be liens prior to, or equal or coordinate with, the security interest in such Financed Vehicle granted by the related Receivable, which Liens shall not have been released or satisfied as of the Closing Date.

(n)

No Default; No Repossession.  Except for payment defaults that, as of the Cutoff Date, have been continuing for a period of not more than [30 days], no default, breach, violation or event permitting acceleration under the terms of any Receivable shall have occurred as of the Cutoff Date; no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable shall have arisen; the Seller shall not have waived any of the foregoing; and no Financed Vehicle has been repossessed without reinstatement as of the Cutoff Date.

(o)

Insurance.  The terms of each Receivable require the Obligor to obtain and maintain physical damage insurance covering the related Financed Vehicle in accordance with TMCC’s normal requirements.  The terms of each Receivable allow, but do not require TMCC to (and TMCC, in accordance with its current normal servicing procedures, does not) obtain any such coverage on behalf of the Obligor.

(p)

Good Title.  It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Issuer and that the beneficial interest in and title to the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law.  No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Issuer, and no provision of a Receivable shall have been waived, except for a waiver that would not violate clause (j) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Issuer shall have good an d marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the UCC.

(q)

Lawful Assignment.  No Receivable shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Receivable under this Agreement or pursuant to a transfer of the related certificate of title shall be unlawful, void or voidable.

(r)

All Filings Made.  As of the Closing Date, all filings (including UCC filings) necessary in any jurisdiction to provide third parties with notice of the transfer and assignment herein contemplated, to perfect the sale of the Receivables from the Seller to the Issuer and to give the Issuer a first priority perfected security interest in the Receivables shall have been made.

(s)

One Original.  There shall be only one original executed copy of each retail installment sales contract identified in the Schedule of Receivables.

(t)

Chattel Paper.  Each Receivable constitutes “tangible chattel paper” or “electronic chattel paper” each as defined in the UCC.

(u)

Additional Representations and Warranties.  (i) Each Receivable shall have an original number of Scheduled Payments of not less than [__] nor more than [__] and, as of the Cutoff Date, a remaining number of Scheduled Payments of not less than [__] nor more than [__]; (ii) each Receivable provides for the payment of a finance charge based on an APR ranging from 0.00% to [__]%; (iii) each Receivable shall have had an original principal balance of not less than $[_____] and not more than $[____] and, as of the Cutoff Date, an unpaid principal balance of not less than $[___] nor more than $[___]; (iv) no Receivable shall have a Scheduled Payment that is more than [30] days past due as of the Cutoff Date; (v) no Financed Vehicle was subject to force-placed insurance as of the Cutoff Date; (vi) there is no Receivable as to which payments ahead of more than [__] Scheduled Payments have be en received from or on behalf of the related Obligor; and (vii) each Receivable is being serviced primarily by Toyota Motor Credit Corporation.

(v)

Location of Receivable Files.  Each Receivable File shall be kept at one of the locations listed in the Schedule of Receivables or at such other office as shall be specified to the Owner Trustee and the Indenture Trustee as provided in Section 3.03(b).

SECTION 3.02  Remedies.  The Seller, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.01 or 6.01 that materially and adversely affects the interests of the Issuer in any Receivable.   As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Seller shall, unless such breach shall have been cured in all material respects, repurchase such Receivable and, if necessary, the Seller shall enforce the obligation of TMCC under the R eceivables Purchase Agreement to repurchase such Receivable from the Seller.  Notwithstanding the foregoing, the obligation of the Seller to repurchase a Receivable shall not be conditioned on the performance by TMCC of its obligation to repurchase such Receivable from the Seller pursuant to the Receivables Purchase Agreement.  This repurchase obligation shall obtain for all representations and warranties of the Seller contained in this Agreement whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and warranties were made.  In consideration of the repurchase of any such Receivable, on the Business Day immediately preceding the related Payment Date, the Seller shall remit the Warranty Purchase Payment of such Receivable to the Collection Account in the manner specified in Section 5.05 and shall be entitled to receive the Released Warranty Amount.  Except as described below, the sole remedy of the Owner Trustee, the Issuer, the Indenture Trustee (by operation of the assignment of the Owner Trustee’s rights hereunder pursuant to the Indenture) or any Securityholder with respect to a breach of the Seller’s representations and warranties pursuant to this Agreement shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce TMCC’s obligation to the Seller to repurchase such Receivables pursuant to the Receivables Purchase Agreement.  The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.  In connection with such repurchase, the Owner Trustee and Indenture Trustee shall take all steps necessary to effect a transfer of such Receivable as set forth in Section 9.01(d).  The Seller hereby indemnifies the Issuer for any civil liabilities that arise under Texas Finance Code §349.003 as a result of the use of the Law 9/99R and Lexus 1 0/99 forms of contract to originate the Receivables in Texas, and for any civil liabilities relating to a determination that the disclosures in the forms of contracts used to originate Receivables in Massachusetts violate Massachusetts General Laws Chapter 255B, Section 14, or Massachusetts General Laws Chapter 140D and the regulations promulgated by the Division of Banks thereunder with respect to Truth-in-Lending appearing at 209 CMR 32.00.

SECTION 3.03  Duties of Servicer as Custodian.

(a)

Safekeeping.  The Servicer shall hold, at one of the locations listed in the Schedule of Receivables or at such other office as shall be specified to the Owner Trustee and the Indenture Trustee as provided in section 3.03(b), the Receivable Files as custodian for the benefit of the Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuer to comply with this Agreement.  The Servicer covenants and agrees that it shall hold the Receivable Files in such a manner as to prevent any other Person from obtaining control of any electronic chattel paper (as defined in the UCC) included therein, within the meaning of section 9-105 of the UCC.  In performing its duties as custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to comparable automotive receivables that the Servicer services for itself or others.  The Servicer shall promptly report to the Issuer and the Indenture Trustee any failure on its part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure.  Nothing herein shall be deemed to require an initial review or any periodic review by the Issuer, the Owner Trustee or the Indenture Trustee of the Receivable Files.

(b)

Maintenance of and Access to Records.  The Servicer shall maintain each Receivable File at one of its offices specified in Schedule B or at such other office of the Servicer or a third party agent retained by the Servicer as shall be specified to the Issuer and the Indenture Trustee by written notice not later than 90 days after any change in location.  The Servicer shall make available to the Issuer, [the Swap Counterparty] and the Indenture Trustee or their respective duly authorized representatives, attorneys or auditors a list of locations of the Receivable Files and the related accounts, records and computer systems maintained by the Servicer at such times during normal business hours as the Issuer or the Indenture Trustee shall instruct with reasonable advance notice.

(c)

Release of Documents.  Upon instruction from the Indenture Trustee, the Servicer shall release any Receivable File to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may designate, as soon as practicable.

SECTION 3.04  Instructions; Authority To Act.  The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by a Trust Officer of the Owner Trustee or the Indenture Trustee.  A certified copy of a bylaw or of a resolution of the board of directors of the Owner Trustee or of the Indenture Trustee shall constitute conclusive evidence of the authority of such Trust Officer to act, and shall be considered conclusive evidence of the authority of such Trust Officer to act until receipt by the Servicer of written notice to the contrary given by the Owner Trustee or Indenture Trustee, as the case may be.

SECTION 3.05  Custodian’s Indemnification.  The Servicer as custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against any of them as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee or Indenture Trustee and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee or Owner Trustee.

SECTION 3.06  Effective Period and Termination.  The Servicer’s appointment as custodian shall become effective as of the date hereof, and shall continue in full force and effect until terminated pursuant to this Section.  If TMCC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of TMCC (as Servicer) as custodian shall be terminated hereunder without further action by the Indenture Trustee, Owner Trustee, Noteholders or the Certificateholder. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer.  The Owner Trustee, Indenture Trustee or Noteholders may terminate the Servicer as custodian hereunder in the same manner as the Owner Trustee, Indenture Trustee or Noteholders may terminate the rights and obligations of the Servicer under Section 8.01. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Relevant Trustee or the agent thereof at such place or places as the Relevant Trustee may reasonably designate.

ARTICLE IV

ADMINISTRATION AND SERVICING OF RECEIVABLES

SECTION 4.01  Duties of Servicer.  The Servicer, for the benefit of the Issuer and the Securityholders (to the extent provided herein), shall manage, service, administer and make collections on the Receivables with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to comparable automotive receivables that it services for itself or others.  The Servicer’s duties shall include collection and posting of all payments, responding to inquiries of Obligors or by federal, state or local government authorities with respect to the Receivables, investigating delinquencies, sending payment information to Obligors, reporting tax information to Obligors in accordance with its customary practices, accounting for collections, furnishing monthly and annual statements to the Owner Trustee and the Indenture Trustee with respect to payments and distribution s and making Advances and performing the other duties specified herein.  The Servicer shall follow its customary standards, policies and procedures as in effect from time to time and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable.  Nothing in the foregoing or in any other section of this Agreement shall be construed to prevent the Servicer from implementing new programs, whether on an intermediate, pilot or permanent basis, or on a regional or nationwide basis, or from modifying its standards, policies and procedures as long as, in each case, the Servicer does or would implement such programs or modify its standards, policies and procedures in respect of comparable assets serviced for itself in the ordinary course of business.

Without limiting the generality of the foregoing, the Servicer is authorized and empowered to execute and deliver, on behalf of itself, the Issuer, the Owner Trustee, the Indenture Trustee, the Securityholders or any of them, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Receivables and the Financed Vehicles.  The Servicer is hereby authorized to communicate with Obligors in the ordinary course of its servicing of the Receivables and Financed Vehicles in its own name.  The Servicer is hereby authorized to commence, in its own name or in the name of the Issuer, a legal proceeding to enforce a Defaulted Receivable or to commence or participate in a legal proceeding (including without limitation a bankruptcy proceeding) relating to or involving a Receivable, including a Defaulted Receivable. &nbs p;If the Servicer shall commence or participate in a legal proceeding to enforce a Receivable, the Issuer shall thereupon be deemed to have automatically assigned to the Servicer, solely for the purpose of collection on behalf of the party retaining an interest in such Receivable, such Receivable and the other property conveyed to the Issuer hereby with respect to such Receivable for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Owner Trustee to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding.  If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Owner Trustee on behalf of the Issuer shall, at the Servicer 6;s expense and direction, take steps to enforce such Receivable, including bringing suit in its name or the name of the Owner Trustee, the Indenture Trustee, the Certificateholder and/or the Noteholders.  The Owner Trustee shall furnish the Servicer with any powers of attorney and other documents and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.

SECTION 4.02  Collection and Allocation of Receivable Payments.  The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such customary collection procedures as it follows with respect to comparable automotive receivables that it services for itself or others.  The Servicer shall be authorized to grant extensions, rebates or adjustments on a Receivable in accordance with the customary servicing standards of the Servicer without the prior consent of the Owner Trustee, Indenture Trustee or any Securityholder; provided, however, that if, as a result of any change in the related APR or the Amount Financed, any increase in the total number of Scheduled Payments or any extension of payments such that the Receivable will be outstanding later than the Class A-4 Final Schedu led Payment Date, the amount of any Scheduled Payment due in a subsequent Collection Period is reduced, the Servicer shall be obligated to either repurchase such Receivable pursuant to Section 4.08 or to make an Advance in respect of such Receivable in each subsequent Collection Period equal to the amount by which such Scheduled Payment has been reduced.  In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to release the security interest in the related Financed Vehicle or constitute a cancellation of such Receivable and the creation of a new automobile or light duty truck receivable, the Servicer shall purchase such Receivable pursuant to Section 4.08, and the receivable created shall not be included as an asset of the Issuer.  The Servicer may, in accordance with its customary servicing procedures, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course o f servicing the Receivables.

SECTION 4.03  Rebates on Full Prepayments.  In the event that the amount of a full Prepayment by an Obligor under an Actuarial Receivable, after adjustment for the applicable Rebate, is less than the amount that would be payable under the actuarial method if a full Prepayment were made at the end of the billing month under such Actuarial Receivable, either because the Rebate calculated under the terms of such Actuarial Receivable is greater than the amount calculable under the actuarial method or because the Servicer’s customary servicing procedure is to credit a greater Rebate, the Servicer, as part of its servicing duties, shall remit such difference by deposit into the Collection Account pursuant to Section 5.05.

SECTION 4.04  Realization upon Receivables.  On behalf of the Issuer, the Servicer shall use its best efforts, consistent with its customary servicing procedures, to repossess or otherwise comparably convert the ownership of any Financed Vehicle that it has reasonably determined should be repossessed or otherwise converted following a default under the Receivable secured by the Financed Vehicle (and shall specify such Receivables to the Relevant Trustee no later than the Determination Date following the end of the Collection Period in which the Servicer shall have made such determination).  The Servicer shall follow such practices and procedures as it shall deem necessary or advisable and as shall be customary and usual in its servicing of automobile and light duty truck receivables, which practices and procedures may include reasonable efforts to realize upon any Dealer Recourse, selling t he related Financed Vehicle at public or private sale and other actions to realize upon such a Receivable.  The Servicer shall be entitled to recover its Liquidation Expenses with respect to each Defaulted Receivable.  All Net Liquidation Proceeds realized in connection with any such action with respect to a Receivable shall be deposited by the Servicer in the Collection Account in the manner specified in Section 5.02.  The foregoing is subject to the proviso that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession shall increase the Liquidation Proceeds of the related Receivable by an amount greater than the amount of such expenses.

SECTION 4.05  Physical Damage Insurance.  The Servicer shall, in accordance with its customary servicing procedures, require that each Obligor shall have delivered proof that it has obtained physical damage insurance covering the related Financed Vehicle at the date of origination of the related Receivable, but shall not obtain any such coverage on behalf of any Obligor.  The Servicer shall be required to monitor the maintenance by any Obligor of such insurance only to the same extent, if any, that the Servicer monitors such maintenance by obligors with respect to retail automobile sales contracts that are held for the account of TMCC.

SECTION 4.06  Maintenance of Security Interests in Financed Vehicles.  The Servicer shall, in accordance with its customary servicing procedures and at its own expense, take such steps as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle.  The Issuer hereby authorizes the Servicer to take such steps as are necessary to again perfect such security interest on behalf of the Issuer and the Indenture Trustee in the event of the relocation of a Financed Vehicle or for any other reason.  In the event that the assignment of a Receivable to the Issuer is insufficient, without a notation on the related Financed Vehicle’s certificate of title, to grant to the Issuer a first priority perfected security interest in the related Financed Vehicle, the Servicer hereby agrees to serve as the agent of the Issuer for the purpose of perfecting the security interest of the Issuer in such Financed Vehicle and agrees that the Servicer’s listing as the secured party on the certificate of title is in this capacity as agent of the Issuer.

SECTION 4.07  Covenants of Servicer.  The Servicer hereby makes the following covenants to the Issuer on which the Issuer has relied in purchasing the Receivables and issuing the Certificate, and on which the Indenture Trustee will rely in undertaking the trusts set forth in the Indenture and acting for the Noteholders.

(a)

Liens in Force.  Except as contemplated by this Agreement, the Servicer shall not release in whole or in part any Financed Vehicle from the security interest securing the related Receivable.

(b)

No Impairment.  The Servicer shall do nothing to impair the rights of the Securityholders in the Receivables.

(c)

No Amendments.  Except as provided in Section 4.02, the Servicer shall not amend or otherwise modify any Receivable such that the total number of Scheduled Payments, the Amount Financed or the APR is altered, or extend the maturity of such Receivable beyond the Class A-4 Final Scheduled Payment Date.

(d)

[Enforcement of Contractual Provisions.  The Servicer will not seek to enforce against any obligor under any retail installment contract or interpose as a defense to any claim by any obligor the provision in any Texas contract relating to Texas Finance Code §348.412, in which the obligor agreed not to assert against a subsequent holder or assignee of the contract any claims or defenses the obligor may have against the seller or manufacturer of the vehicle.]

SECTION 4.08  Remedies.  The Servicer shall inform the Owner Trustee and Indenture Trustee promptly, in writing, upon the actual knowledge of one of its officers of, and the Owner Trustee shall inform the Servicer and the Indenture Trustee promptly, in writing, upon the actual knowledge of one of its Trust Officers of, any breach pursuant to Section 4.06 or 4.07 that materially and adversely affects the interests of the Issuer in a Receivable, or if an extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 4.02 and the Servicer does not elect to make Advances to cover resulting reductions in interest accruals as provided in Section 4.02, the party discovering such event shall give prompt written notice to the others.  As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such event (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Servicer shall, unless such event shall have been cured in all material respects or such modification has been rescinded or the Servicer has elected to and does make all required Advances, purchase from the Issuer such Receivable.  In consideration of the purchase of any such Receivable, on the Business Day immediately preceding the related Payment Date the Servicer shall remit the Administrative Purchase Payment to the Collection Account in the manner specified in Section 5.05, and shall be entitled to receive the Released Administrative Amount.  Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable.  Except as otherwise provided in Secti on 7.02, the sole remedy of the Owner Trustee, the Issuer, the Indenture Trustee or any Securityholders against the Servicer with respect to a breach pursuant to Section 4.02, 4.06 or 4.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section.  The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.  In connection with such repurchase, the Owner Trustee and Indenture Trustee shall take all steps necessary to effect a transfer of such Receivable to the Servicer as set forth in Section 9.01(d).

SECTION 4.09  Servicing Fee and Expenses.  As compensation for the performance of its obligations hereunder, the Servicer shall be entitled to receive on each Payment Date, out of Available Collections, the Total Servicing Fee.  The Basic Servicing Fee in respect of a Collection Period shall be calculated based on a 360 day year comprised of twelve 30-day months.  Except to the extent otherwise provided herein, the Servicer shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including fees and disbursements of the Owner Trustee, the Indenture Trustee, the Administrator and the independent accountants, taxes imposed on the Servicer, expenses incurred by the Servicer in connection with its preparation of reports hereunder, expenses incurred by the Indenture Trustee in connection with a sale or liquidation of the Trust Estate under Section 5.04(c) of the Indenture and all other fees and expenses not expressly stated under this Agreement to be for the account of the Certificateholder).

SECTION 4.10  Servicer’s Certificate.  On or before each Determination Date, the Servicer shall deliver to the Owner Trustee, each Paying Agent, [the Swap Counterparty (unless TMCC or an Affiliate thereof is the Servicer and the Swap Counterparty at the time of delivery)], the Indenture Trustee and the Seller, with a copy to each Rating Agency, a Servicer’s Certificate substantially in the form of Exhibit A hereto, containing the information necessary to make the payments to be made on the related Payment Date and the information necessary for the Owner Trustee and the Indenture Trustee to send statements to the Securityholders pursuant to the Trust Agreement or Indenture, as the case may be.  The Servicer shall also specify therein the identity of any Receivable that the Servicer or the Seller became obligated to repurchase or that the Servicer has determined to be a Defaulted Re ceivable during the related Collection Period.  Receivables purchased or to be purchased by the Servicer or the Seller and Receivables that the Servicer has determined during such Collection Period to be Defaulted Receivables and with respect to which payment of the Administrative Purchase Payment or Warranty Purchase Payment has been provided from whatever source as of last day of such Collection Period shall be identified by the related Obligor’s account number (as specified in the Schedule of Receivables).

SECTION 4.11  Annual Statement as to Compliance; Notice of Default.  (a) Within 90 days after March 31 of each calendar year (commencing with the fiscal year ended March 31, [__]), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee, [the Swap Counterparty (unless TMCC or an Affiliate thereof is the Servicer and the Swap Counterparty at the time of delivery)]  and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has performed and observed all of its obligations under this Agreement, and either (i) stating that, to the best of his or her knowledge, no default by the Servicer under this Agreement has occurred and is continuing, or (ii) if such a default has occurred and is continuing, specifying such default and the nature and status thereof.

(b)

The Servicer shall deliver to the Owner Trustee, the Indenture Trustee, [the Swap Counterparty (unless TMCC or an Affiliate thereof is the Servicer and the Swap Counterparty at the time of delivery)]  and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

SECTION 4.12  Assessment of Compliance and Annual Accountants’ Report. Within 90 days after March 31 of each fiscal year for the Servicer (commencing with the fiscal year ended March 31, [___]), the Servicer shall

(i)

deliver to the Issuer, Administrator, Owner Trustee and Indenture Trustee a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit C hereto delivered to the Issuer and the Administrator concurrently with the execution of this Agreement;

(ii)

deliver to the Issuer, Administrator, Owner Trustee and Indenture Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph.  Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;

(iii)

cause each Subservicer and each Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, Administrator, Owner Trustee and Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and

(iv)

if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B.

The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.  The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an Issuer whose asset pool includes the Receivables.

(b)

Each assessment of compliance provided by a Subservicer pursuant to Section 4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, Issuer and the Administrator on or prior to the date of such appointment.  An assessment of compliance provided by a Subcontractor pursuant to Section 4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

SECTION 4.13  Access to Certain Documentation and Information Regarding Receivables.  The Servicer shall provide to [the Swap Counterparty], the Owner Trustee and Indenture Trustee reasonable access to the documentation regarding the Receivables as provided in Section 3.03(b).  The Servicer will provide such access to any Securityholder only in such cases where the Certificateholder or Noteholders shall be required by applicable statutes or regulations to review such documentation.  In each case, such access shall be afforded without charge, but only upon reasonable request and during the normal business hours at the respective offices of the Servicer.  Nothing in this Section shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section.

SECTION 4.14  Appointment of Subservicer.  

(a)

The Servicer may at any time after the execution of this Agreement appoint a subservicer to perform all or any portion of its obligations as Servicer hereunder if each Rating Agency has received reasonable advance notice of the Servicer’s intention to do so and has not notified the Servicer that such an appointment would or might result in the qualification, reduction or withdrawal of a rating then assigned by such rating Agency to any Class of Notes; provided, however, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Swap Counterparty], the Certificateholder and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such subservicer and to the same extent and under the same terms and cond itions as if the Servicer alone were servicing and administering the Receivables.  The Servicer has appointed such a subservicer to perform its [_____________].  The fees and expenses of the subservicer shall be as agreed between the Servicer and its subservicer from time to time, and none of the Issuer, the Owner Trustee, the Indenture Trustee, [the Swap Counterparty], the Certificateholder or the Noteholders shall have any responsibility therefor.

(b)

The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports with the Commission.  The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.11, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 4.12(a)(iv) as and when required to be delivered.

(c)

The Servicer shall promptly upon request provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in form and substance satisfactory to the Issuer and the Administrator) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, if any, of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.

As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subcontractor were the Servicer.  The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, in each case as and when required to be delivered.

SECTION 4.15  Amendments to Schedule of Receivables.  If the Servicer, during a Collection Period, assigns to a Receivable an account number that differs from the original account number identifying such Receivable on the Schedule of Receivables, the Servicer shall deliver to the Issuer, the Owner Trustee and the Indenture Trustee, on or before the Payment Date relating to such Collection Period, an amendment to the Schedule of Receivables reporting the newly assigned account number, together with the old account number of each such Receivable.  The first such delivery of amendments to the Schedule of Receivables shall include monthly amendments reporting account numbers appearing on the Schedule of Receivables with the new account numbers assigned to such Receivables during any prior Collection Period.

SECTION 4.16  Reports to Securityholders and Rating Agencies.  The Owner Trustee shall send a copy of each Officer’s Certificate delivered pursuant to Section 4.11 and each assessment of compliance and accountant’s attestation delivered pursuant to Section 4.12 to the Rating Agencies within five days of its receipt thereof from the Servicer or accountants.  A copy of any such Officer’s Certificate, assessment of compliance or accountant’s attestation may be obtained by any Certificateholder, Noteholder or Note Owner by a request in writing to the Owner Trustee addressed as set forth in Section 10.03 hereof.  Upon the telephone request of the Owner Trustee, the Indenture Trustee will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

SECTION 4.17  Information to be Provided by the Servicer.  

(a)

At the request of the Administrator, acting on behalf of the Issuer, for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify the Issuer and the Administrator in writing of any material litigation or governmental proceedings pending against the Servicer or any Subservicer and (ii) provide to the Issuer and the Administrator a description of such proceedings.

(b)

As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Issuer, the Administrator and the Depositor, at least 10 Business Days prior to the effective date of such succession or appointment, (x) written notice to the Issuer and the Administrator of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Issuer and the Administrator, all information reasonably requested by the Issuer or the Administrator, acting on behalf of the Issuer, in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.

(c)

In addition to such information as the Servicer, as servicer, is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Issuer or the Administrator, acting on behalf of the Issuer, the Servicer shall provide such information regarding the performance or servicing of the Receivables as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.  Such information shall be provided concurrently with the monthly reports otherwise required to be delivered by the Servicer under this Agreement, commencing with the first such report due not less than ten Business Days following such request.

SECTION 4.18  Remedies.

(a)

The Servicer shall be liable to the Issuer, the Administrator and the Depositor for any monetary damages incurred as a result of the failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, attestation, accountants’ letter or other material when and as required under this Article IV, including any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and shall reimburse the applicable party for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Servicer, any Subservicer, or any Subcontractor.  

(b)

The Seller shall promptly reimburse the Issuer and the Administrator for all reasonable expenses incurred by the Issuer or Administrator as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Receivables to a successor servicer.  The provisions of this paragraph shall not limit whatever rights the Issuer or Administrator may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.  

ARTICLE V

ACCOUNTS; PAYMENTS AND DISTRIBUTIONS;
STATEMENTS TO SECURITYHOLDERS

SECTION 5.01  Establishment of Collection Account and Payahead Account.

(a)

The Servicer on behalf of the Owner Trustee and the Indenture Trustee, shall establish the Collection Account and Payahead Account in the name of the Indenture Trustee for the benefit of the Securityholders.  Except as otherwise provided in this Agreement, each such account shall be an account initially established with the Indenture Trustee and maintained with the Indenture Trustee so long as (i) the commercial paper or other short-term unsecured debt obligations of the Indenture Trustee are rated “P-1” or better by Moody’s, or if not so rated by Moody’s then otherwise approved by Moody’s, and “A-1+” or better by Standard & Poor’s if rated by Standard & Poor’s, or if not so rated by Standard & Poor’s then otherwise approved by Standard & Poor’s, in each case at the time of any deposit therein, or (ii) such account is a segregated trust account located in the corporate trust department of the Indenture Trustee bearing a designation clearly indicating that the funds deposited therein (other than interest or investment earnings thereon) are held in trust for the benefit of the Securityholders, and the Indenture Trustee has a long-term deposit rating from Moody’s (so long as Moody’s is a Rating Agency) of at least “A1” (or such lower rating as Moody’s shall approve in writing) and corporate trust powers under applicable federal and state laws and is organized under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico.  Except as otherwise provided in this Agreement, in the event that the Indenture Trustee no longer meets either of the foregoing requirements, then the Servicer shall, with the Indenture Trustee’s assistance as necessary, cause the Collection Account and Payahead Account to be moved to a bank or trust company that satisfies either of suc h requirements.

(b)

For so long as the depository institution or trust company then maintaining the Collection Account and Payahead Account meets the requirements of Section 5.01(a)(i) or (a)(ii), all amounts held in these accounts shall, to the extent permitted by applicable laws, rules and regulations, be invested, as directed in writing by the Servicer, in Eligible Investments; otherwise such amounts shall be maintained in cash.  Earnings on investment of funds in these accounts (net of losses and investment expenses) shall be paid to the Servicer on each Payment Date as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related account.

(c)

For so long as [_________] or [____________] is the Relevant Trustee, the Collection Account and Payahead Account shall be maintained with [____________] as described in clause (ii) of the second sentence of Section 5.01(a).  In the event that the long-term debt rating of the Relevant Trustee does not satisfy clause (ii) of the second sentence of Section 5.01(a), the Servicer shall, with the assistance of the Relevant Trustee as necessary, cause the Collection Account and the Payahead Account to be moved to an institution or an account otherwise satisfying the requirements of Section 5.01(a).

(d)

Subject to the foregoing, the Servicer, on behalf of the Owner Trustee and the Indenture Trustee, shall establish and maintain as the Collection Account an Eligible Deposit Account in the name of and under the exclusive control of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholder.  On the Closing Date, the Owner Trustee will transfer, or cause to be transferred, to such Collection Account all funds or investments on deposit in the Collection Account established pursuant to the Trust Agreement for the benefit of the Certificateholder, and all of the proceeds thereof, and will transfer all of its right, title and interest in the Collection Account, all funds or investments held or to be held therein and all proceeds thereof, whether or not on behalf of the Certificateholder, [to the Indenture T rustee for the benefit of the Swap Counterparty], the Noteholders, [the holder of the Revolving Liquidity Note] and Certificateholder.  The Indenture Trustee will be obligated to transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full , [the Revolving Liquidity Note has been paid in full] and [the Interest Rate Swap Agreement has been terminated and all Swap Payments Outgoing and all Swap Termination Payments payable to the Swap Counterparty have been paid] (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Collection Account established pursuant to the Trust Agreement for the benefit of the Certificateholder, and to take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held or to be held therein and all proceeds thereof, whether or not on behalf of [the Swap Counterparty], [th e holder of the Revolving Liquidity Note] or the Noteholders and the Certificateholder, to the Owner Trustee for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to [the Swap Counterparty], [the holder of the Revolving Liquidity Note] or Noteholders that do not promptly deliver a Note for payment on such Payment Date.

(e)

With respect to the Collection Account and all property held therein, the Owner Trustee agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as Notes of any Class, [the Revolving Liquidity Note] or [the Interest Rate Swap Agreement] remain outstanding, the Indenture Trustee shall possess all right, title and interest therein (excluding interest or investment income thereon payable to the Servicer), and that such account shall be under the sole dominion and control of [the Indenture Trustee for the benefit of the Swap Counterparty], [the holder of the Revolving Liquidity Note] and the Noteholders and the Certificateholder, as the case may be, as set forth in the Indenture.  Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer, for the purposes and in the amounts set forth in Section 5.06, the Payahead Ac count and all funds held therein shall be the property of the Servicer and not the property of the Issuer, the Owner Trustee or the Indenture Trustee.  The Issuer, Owner Trustee, Seller and Indenture Trustee will treat the Payahead Account, all funds therein and all net investment income with respect thereto as assets of the Servicer for federal income tax and all other purposes.  The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account and the Payahead Account for the purpose of permitting the Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement, as the case may be.

SECTION 5.02  Collections.  (a)  Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (other than, in the case of Actuarial Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof.  Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Payment Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately ava ilable funds.  Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof.

(b)

Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii).  Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i).  Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof.

(c)

The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof.  Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition), if the Servicer provides to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of Notes.

SECTION 5.03  Application of Collections.  As of the Business Day immediately preceding the related Payment Date, all collections for the related Collection Period shall be applied by the Servicer as follows:

(a)

With respect to each Receivable (other than an Administrative Receivable or a Warranty Receivable), payments made by or on behalf of the Obligor which are not Supplemental Servicing Fees shall be applied first to reimburse the Servicer for Outstanding Advances made with respect to such Receivable (each such payment, an “Overdue Payment”).  Next, the amount of any payment in excess of Supplemental Servicing Fees and Outstanding Advances with respect to such Receivable shall be applied to the Scheduled Payment with respect to such Receivable.  If the amount of such payment remaining after the applications described in the two preceding sentences (i) equals (together with any Deferred Prepayment) the unpaid principal balance of such Receivable, it shall be applied to prepay the principal balance of such Receivable, or (ii) is less than the unpaid principal balance of such Receivable, it shall co nstitute an Excess Payment with respect to such Receivable.

(b)

With respect to each Administrative Receivable and Warranty Receivable, payments made by or on behalf of the Obligor shall be applied in the same manner, except that any Released Administrative Amount or Released Warranty Amount shall be remitted to the Servicer or the Seller, as applicable.  A Warranty Purchase Payment or an Administrative Purchase Payment with respect to any Receivable shall be applied, first, to reduce Outstanding Advances with respect to such Receivable and then to the Scheduled Payment, in each case to the extent that the payments by the Obligor shall be insufficient, and then to prepay the unpaid principal balance of such Receivable in full.

SECTION 5.04  Advances; [Swap Payments].

(a)

As of the close of business on the last day of each Collection Period, if the payments by or on behalf of the Obligor on an Actuarial Receivable (other than an Administrative Receivable or a Warranty Receivable) after application under Section 5.03(a) shall be less than the Scheduled Payment (determined as of the Closing Date), whether as a result of any modification or extension granted to the Obligor or otherwise, then the Deferred Prepayment, if any, with respect to such Actuarial Receivable shall be applied by the Servicer to the extent of the shortfall, and such Deferred Prepayment shall be reduced accordingly.  Subject to the provisions of the last sentence of this paragraph, the Servicer shall deposit an amount equal to such shortfall (each, an “Actuarial Advance”) in the Collection Account on the Business Day immediately preceding the related Payment Date.  In addition, as of the last day of a Collection Period, if the payments during such Collection Period by or on behalf of the Obligor on or in respect of a Simple Interest Receivable (other than an Administrative Receivable or a Warranty Receivable) after application under Section 5.03(a) shall be less than the Scheduled Payment (determined as of the Closing Date), whether as a result of any modification or extension granted to the Obligor or otherwise, then an amount equal to the product of the principal balance of such Receivable as of the first day of the related Collection Period and one-twelfth of its Annual Percentage Rate minus the amount of interest actually received on such Receivable during the Collection Period (each, a “Simple Interest Advance”) shall be deposited by the Servicer into the Collection Account on the Business Day immediately preceding the related Payment Date.  If such a calculation in respect of a Simple Interest Receivable results in a negative number, an amount equal to such negative amount s hall be paid to the Servicer in reimbursement of any outstanding Simple Interest Advances made with respect to such Receivable.  In addition, in the event that a Simple Interest Receivable becomes a Liquidated Receivable, the amount of accrued and unpaid interest thereon (but not including interest for the current Collection Period) shall, up to the amount of any outstanding Simple Interest Advances made with respect to such Receivable, be withdrawn from the Collection Account and paid to the Servicer in reimbursement of such outstanding Simple Interest Advances.  No Advances will be made with respect to the Principal Balance of Simple Interest Receivables.  The Servicer shall not be required to make an Advance (other than a Simple Interest Advance in respect of an interest shortfall arising from the Prepayment of a Simple Interest Receivable) to the extent that the Servicer, in its sole discretion, shall determine that such Advance is unlikely to be recovered from subsequent payments made by or on behalf of the related Obligor, Liquidation Proceeds, by the Administrative Purchase Payment or by the Warranty Purchase Payment with respect to such Receivable or otherwise.

(b)

The Servicer shall be entitled to reimbursement for Outstanding Advances, without interest, with respect to a Receivable from the following sources with respect to such Receivable:  (i) subsequent payments made by or on behalf of the related Obligor, (ii) Liquidation Proceeds and (iii) the Warranty Purchase Payment; provided, however, that in the case of Advances made pursuant to Section 4.02, the Servicer shall be entitled to reimbursement only from amounts received in respect of such Receivable that are in excess of the amount of the Scheduled Payment in the related Collection Period.

(c)

To the extent that the Servicer has determined that any Outstanding Advance is a Nonrecoverable Advance, the Servicer may, in the relevant Servicer’s Certificate, set forth the amount of such Nonrecoverable Advance, and on the related Payment Date, the Relevant Trustee shall promptly remit to the Servicer from Actual Payments on deposit in the Collection Account an amount equal to the amount of such Nonrecoverable Advance.  The Servicer’s determination of Available Collections for any Collection Period shall take into account the amount of Nonrecoverable Advances specified in any such Officer’s Certificate.

(d)

For so long as the Monthly Remittance Conditions are satisfied, in lieu of causing the Servicer first to deposit and then the Relevant Trustee to remit to the Servicer the amounts described in clauses (i) through (iii) in Section 5.04(b) reimbursable in respect on Outstanding Advances, or the amounts described in Section 5.04(c) applicable in respect of Nonrecoverable Advances, the Servicer may deduct such amounts from deposits otherwise to be made into the Collection Account.

(e)

[In addition, for so long as the Monthly Remittance Conditions are satisfied and TMCC or an Affiliate thereof is both the Servicer and [the Swap Counterparty], the Servicer may (i) deduct any Swap Payments Outgoing and Swap Termination Payments owed by the Issuer to the Swap Counterparty from deposits otherwise to be made into the Collection Account  by the Servicer and (ii) add any Swap Payments Incoming and Swap Termination Payments owed by the Swap Counterparty to the Issuer to deposits otherwise to be made into the Collection Account by the Servicer, and any such payments will be deemed to satisfy the Swap Counterparty’s or the Issuer’s (as applicable) payment obligations to the Issuer and the Swap Counterparty, respectively, under the Interest Rate Swap Agreement.]

(f)

[In addition, for so long as the Monthly Remittance Conditions are satisfied and TMCC or any Affiliate thereof is the Servicer and TMCC is the holder of the Revolving Liquidity Note, the Servicer may (i) deduct any amounts payable to the holder of the Revolving Liquidity Note to the extent amounts would be available therefor pursuant to Sections 5.06(c)(v) or (vi) or Section 5.06(d)(iv) or (v) from deposits otherwise to be made into the Collection Account by the Servicer and (ii) add any amounts required to be drawn on the Revolving Liquidity Note by the Issuer to deposits otherwise to be made into the Collection Account by the Servicer, and any such payments will be deemed to satisfy the obligations of the holder of the Revolving Liquidity Note to fund such draws by the Issuer pursuant to the Revolving Liquidity Note and Revolving Liquidity Note Agreement.]

SECTION 5.05  

Additional Deposits.  (a) The following additional deposits shall be made to the Collection Account:  (i) the Seller shall remit the aggregate Warranty Purchase Payments with respect to Warranty Receivables pursuant to Section 3.02, (ii) the Servicer shall remit the aggregate Administrative Purchase Payments with respect to Administrative Receivables pursuant to Section 4.08 and the amount required upon any optional purchase of the Receivables by the Servicer, or any successor to the Servicer, pursuant to Section 9.01; (iii) the Servicer shall remit (A) the amount required to be remitted in respect of certain full Prepayments pursuant to Section 4.03, (B) the aggregate Advances pursuant to Sections 4.02, 5.03 and 5.04(a), (C) the amount of Payments Ahead and Applied Payments Ahead withdrawn by the Servicer or Indenture Trustee at the direction of the Servicer from the Payahead Account for appli cation with respect to such Collection Period, and (D) [all Swap Payments Incoming and Swap Termination Payments received from the Swap Counterparty]; and (iv) the Indenture Trustee shall deposit the amounts described in Sections 5.06, 5.07 and 5.08 [drawn on the Revolving Liquidity Note] or withdrawn from the Reserve Account into the Collection Account, pursuant to Sections 5.06, 5.07 and 5.08.

(b)

All deposits required to be made pursuant to this Section by the Seller or the Servicer, as the case may be, may be made in the form of a single deposit and shall be made in immediately available funds, no later than 5:00 P.M., New York City time, on the Business Day immediately preceding the related Payment Date.  At the direction of the Servicer, the Relevant Trustee shall invest such amounts in Eligible Investments maturing not later than 3:00 P.M. New York City Time, on the related Payment Date.

SECTION 5.06  Payments and Distributions.

(a)

On each Payment Date, the Indenture Trustee shall cause to be made the following transfers and distributions in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date (except that if the Collection Account, Payahead Account and Reserve Fund are not all maintained by the Indenture Trustee, transfers to be made between such accounts as described in Section 5.05, 5.06 and 5.07 shall be made on the Business Day immediately preceding each Payment Date):

(i)

from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 5.02(a) or (b)) to the Collection Account, the aggregate Applied Payments Ahead; and

(ii)

if the Servicer is not permitted to hold Payments Ahead pursuant to Section 5.02(a) or (b), from the Collection Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period.

[In addition, on each Payment Date, the Indenture Trustee shall cause to be paid from the Collection Account any Swap Payments Outgoing and Swap Termination Payment payable by the Issuer to the Swap Counterparty under the Interest Rate Swap Agreement, provided that such amounts were not deducted from amounts remitted to the Collection Account by the Servicer pursuant to Section 5.04(e).]

(b)

On each Determination Date, the Servicer shall calculate (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(c) or 5.06(d), as the case may be, (ii) [the Swap Payments Outgoing, the Swap Payments Incoming, and any Swap Termination Payments], (iii) [the amount, if any, to be drawn under the Revolving Liquidity Note or paid to the holder thereof (including in respect of interest accrued thereon) or withdrawn from or required to be deposited into the Reserve Account] and (iv) all other distributions, deposits and withdrawals to be made on the related Payment Date.

(c)

Subject to Section 5.06(d), on each Payment Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:

(i)

to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods);

(ii)

on a pro rata basis (based on the amounts distributable pursuant to this clause to each such Class), to the Holders of the Class A-1 Notes, the Class A-1 Interest Distributable Amount and any outstanding Class A-1 Interest Carryover Shortfall, to the Holders of the Class A-2 Notes, the Class A-2 Interest Distributable Amount and any outstanding Class A-2 Interest Carryover Shortfall, to the Holders of the Class A-3 Notes, the Class A-3 Interest Distributable Amount and any outstanding Class A-3 Interest Carryover Shortfall and to the Holders of the Class A-4 Notes, the Class A-4 Interest Distributable Amount and any outstanding Class A-4 Interest Carryover Shortfall;

(iii)

to the Class A-1 Notes until the principal amount thereof is reduced to zero, an amount equal to the Principal Distribution Amount; and after the principal amount of the Class A-1 Notes is reduced to zero, to the Class A-2 Notes until the principal amount of the Class A-2 Notes is reduced to zero, then to the Class A-3 Notes until the principal amount of the Class A-3 Notes is reduced to zero, and then to the Class A-4 Notes until the principal amount of the Class A-4 Notes is reduced to zero, either (x) an amount sufficient to reduce the aggregate outstanding principal amount of Class A Notes to an amount equal to the product of the Noteholders’ Percentage and the Pool Balance as of the last day of the related Collection Period or (y) if either the Specified Delinquency Percentage or Specified Charge-off Rate Percentage exceeds [__]% as of such Payment Date, all remaining amounts up to the Principal Distribution Amount;

(iv)

if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;

(v)

[to the holder of the Revolving Liquidity Note, the amount of any unreimbursed draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f));]

(vi)

[to the holder of the Revolving Liquidity Note, the amount of any accrued and unpaid interest on any draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f));]

(vii)

to the Certificateholder, except on any Payment Date that occurs after the Class A Notes are accelerated unless or until such acceleration has been rescinded or during a period in which either the Specified Delinquency Percentage or the Specified Charge-off Rate Percentage exceeds [__]%, an amount sufficient to reduce the aggregate outstanding principal balance of the Certificate to an amount equal to the product of the Subordinated Seller’s Interest Percentage and the Pool Balance as of the last day of the related Collection Period; and

(viii)

any remaining amounts will be distributed to the Certificateholder by the Indenture Trustee.

(d)

Notwithstanding the provisions of Section 5.06(c), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Relevant Trustee shall make the following payments and distributions from the Collection Account in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:

(i)

to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods);

(ii)

on a pro rata basis (based on the amounts distributable pursuant to this clause to each such Class), to the Holders of the Class A-1 Notes, the Class A-1 Interest Distributable Amount and any outstanding Class A-1 Interest Carryover Shortfall, to the Holders of the Class A-2 Notes, the Class A-2 Interest Distributable Amount and any outstanding Class A-2 Interest Carryover Shortfall, to the Holders of the Class A-3 Notes, the Class A-3 Interest Distributable Amount and any outstanding Class A-3 Interest Carryover Shortfall and to the Holders of the Class A-4 Notes, the Class A-4 Interest Distributable Amount and any outstanding Class A-4 Interest Carryover Shortfall;

(iii)

to the Holders of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and the Class A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class), until the total amount paid to such Holders in respect of principal from the Closing Date is equal to the Class A-1 Initial Principal Balance, Class A-2 Initial Principal Balance, the Class A-3 Initial Principal Balance and the Class A-4 Initial Principal Balance, respectively;

(iv)

[to the holder of the Revolving Liquidity Note, the amount of any unreimbursed draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f));]

(v)

[to the holder of the Revolving Liquidity Note, the amount of any accrued and unpaid interest on any draw previously funded thereunder in accordance with the Revolving Liquidity Note Agreement (to the extent such amount has not been netted by the Servicer from deposits into the Collection Account pursuant to Section 5.04(f));] and

(vi)

any remaining funds will be distributed to the Certificateholder by the Indenture Trustee.

(e)

For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred, the amount of principal required to be paid to the Holders of any Class of Notes on any Payment Date is the amount available to be paid thereto pursuant to Sections 5.06(c)(iii) or 5.06(d)(iii); provided however that (i) the Class A-1 Notes are required to be paid in full on or before the Class A-1 Final Scheduled Payment Date, meaning that Holders of Class A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A-2 Notes are required to be paid in full on or before the Class A-2 Final Scheduled Payment Date, meaning that Holders of Class A-2 Notes are entitled to have received on or before such date payments in r espect of principal in an aggregate amount equal to the Class A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A-3 Notes are required to be paid in full on or before the Class A-3 Final Scheduled Payment Date, meaning that Holders of Class A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A-3 Initial Principal Balance together with all interest accrued thereon through such date; and (iv) the Class A-4 Notes are required to be paid in full on or before the Class A-4 Final Scheduled Payment Date, meaning that Holders of Class A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A-4 Initial Principal Balance together with all interest accrued thereon through such date.

(f)

Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Relevant Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate.  With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Relevant Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate represen ting such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.

SECTION 5.07  Reserve Account.

(a)

The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “Reserve Account”) which will include any money and other property deposited and held therein pursuant to Section 5.06(c)(iv) and this Section.  [Under the circumstances specified in Section 5.08(b), the holder of the Revolving Liquidity Note will be obligated to fund a draw of the entire amount available to be drawn thereunder, which amounts will be applied by the Indenture Trustee pursuant to the written direction of the Servicer to fund certain shortfalls as described in Section 5.08 and be deposited into the Reserve Account until the amount on deposit therein equals the Specified Reserve Account Balance.]  On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance (which may be t he case whether or not any of the circumstances specified in Section 5.08 has occurred and is continuing), the Indenture Trustee will, as directed in writing by the Servicer in accordance with Section 5.06(c)(iv), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance.  On each Payment Date, to the extent that Available Collections are insufficient to fully fund the payments and distributions described in clauses (i) through (iii) of Section 5.06(c) or in clauses (i) through (iii) of Section 5.06(d), the Indenture Trustee will withdraw amounts then on deposit in the Reserve Account (excluding net investment income on Eligible Investments which amounts are payable to the Seller therefrom), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses.  Also on each Payment Date, as directed in writing by the Servicer, the Indenture Trustee will apply any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance first to repay [any unreimbursed draws on the Revolving Liquidity Note and any interest accrued thereon (in that order)], and then will release to the Seller any remaining amounts in excess of the Specified Reserve Account Balance.  Upon the termination of the trusts established under the Trust Agreement and the Indenture, as directed in writing by the Servicer, the Indenture Trustee will repay [any unreimbursed draws on the Revolving Liquidity Note and any interest accrued thereon (in that order)] and will release to the Seller any amounts remaining on deposit in the Reserve Account.  Upon any such distribution to the Seller, the Issuer, Owner Trustee, Certificateholder, Indenture Trustee, [holder of the Revolving Liquidity Note] and Noteholders will have no further rights in, or claims to, such amounts, except to the extent that funds may be drawn again pursuant to the terms of [the Re volving Liquidity Note Agreement].

(b)

Any amounts held in the Reserve Account shall be invested by the Indenture Trustee, as directed in writing by the Servicer, in Eligible Investments.  Earnings on investment of funds in the Reserve Account shall be paid to the Seller on each Payment Date, and losses and any investment expenses shall be charged against the funds on deposit therein.  The Indenture Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance.  The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions.

(c)

Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer, for the purposes and in the amounts set forth in Section 5.06, the Reserve Account and all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee.  The Issuer, Owner Trustee, Seller and Indenture Trustee will treat the Reserve Account, all funds therein and all net investment income with respect thereto as assets of the Seller for federal income tax and all other purposes.

(d)

The Seller will grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in any funds (including Eligible Investments) in the Reserve Account and the proceeds thereof, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that all income from the investment of funds in the Reserve Account and the right to receive such income are retained by the Seller and are not transferred, assigned or otherwise conveyed hereunder.  If for any reason the Reserve Account is no longer an Eligible Deposit Account, the  Indenture Trustee shall promptly cause the Reserve Account to be moved to another institution or otherwise changed so that the Reserve Account becomes an Eligible Deposit Account.

Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Reserve Account.

SECTION 5.08  [Revolving Liquidity Note.]

(a)

[Pursuant to the Revolving Liquidity Note Agreement, the Seller will issue a Revolving Liquidity Note, with a maximum draw amount of $9,420,193, to be initially held by TMCC.  On the Business Day preceding each Payment Date with respect to which Available Collections are insufficient to fund any payment to be made to the Noteholders pursuant to Section 5.06(c)(ii) or (iii) or 5.06(d) (ii) or (iii), the Relevant Trustee will be entitled to make draw requests (to the maximum draw amount) in the amount of any such shortfalls that are not funded from amounts on deposit in the Reserve Account and that are therefore to be funded by the holder of the Revolving Liquidity Note.  Amounts so funded by the holder of the Revolving Liquidity Note will be applied by the Indenture Trustee pursuant to the written direction of the Servicer to fund such shortfalls in the order of priority of payments specified in Section 5.06.

(b)

In addition, if the Servicer’s short-term unsecured debt rating falls below P-1 by Moody’s or A-1+ by S&P (or in either case, such lower ratings as may be permitted by Moody’s and S&P) or if the Servicer fails to fund any amount drawn under the Revolving Liquidity Note, then the Relevant Trustee shall demand payment of the entire undrawn amount of the Revolving Liquidity Note.  Amounts so funded by TMCC will be applied by the Indenture Trustee pursuant to the written direction of the Servicer, first, to fund any shortfalls described in Section 5.08(a) in the order of priority of payments specified in Section 5.06, and then shall be deposited into the Reserve Account until the amount on deposit therein equals the Specified Reserve Account Balance.  From and after the occurrence of any event described in this Section 5.08(b), the Reserve Account must be maintained as detailed in Se ction 5.7.]

SECTION 5.09  Statements to Certificateholder, Noteholders, [and Swap Counterparty].

(a)

On or prior to each Payment Date, the Servicer shall provide to the Indenture Trustee (with a copy to the Rating Agencies and each Paying Agent) for the Indenture Trustee to forward on such Payment Date to each Noteholder of record as of the most recent Record Date and to the Owner Trustee (with a copy to each Paying Agent) for the Owner Trustee to forward to each Certificateholder of record as of the most recent Record Date a statement substantially in the form of Exhibit A, [to the Swap Counterparty (unless TMCC or an Affiliate thereof is the Servicer and the Swap Counterparty at the time of delivery)] and [to the holder of the Revolving Liquidity Note (unless TMCC or an Affiliate thereof is the holder of the Revolving Liquidity Note at the time of delivery)], setting forth at least the following information as to the Notes and the Certificate to the extent applicable:

(i)

the amount paid or distributed in respect of interest in respect of each Class of Notes;

(ii)

the amount paid or distributed in respect of principal on or with respect to each Class of Notes;

(iii)

the amount paid or distributed to the Certificateholder in respect of principal on or with respect to the Subordinated Seller’s Interest;

(iv)

any excess amounts paid or distributed to the Certificateholder;

(v)

the Pool Balance as of the close of business on the last day of the preceding Collection Period;

(vi)

the Outstanding Amount, the Class A-1 Principal Balance, the Class A-2 Principal Balance, the Class A-3 Principal Balance, the Class A-4 Principal Balance, and the Note Pool Factor for each Class of Notes, in each case after giving effect to all payments in respect of principal on such Payment Date;

(vii)

the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period;

(viii)

the amount of any Class A-1 Interest Carryover Shortfall, Class A-2 Interest Carryover Shortfall, Class A-3 Interest Carryover Shortfall and Class A-4 Interest Carryover Shortfall after giving effect to all payments of interest on such Payment Date, and the change in such amounts from the preceding Payment Date;

(ix)

the aggregate amount of Payments Ahead on deposit in the Payahead Account or held by the Servicer with respect to the related Receivables and the change in such amount from the immediately preceding Payment Date;

(x)

the amount of Advances made in respect of the related Receivables and the related Collection Period and the amount of unreimbursed Advances on such Payment Date;

(xi)

[the amount of draws made under the Revolving Liquidity Note Agreement;]  

(xii)

the balance of any Reserve Account on such Payment Date and the Specified Reserve Account Balance on such Payment Date, after giving effect to changes thereto on such Payment Date; and

(xiii)

[the Class A-[__] Notional Balance, the Class A-[_] Rate, the Swap Payment Incoming, the Swap Payment Outgoing and the Swap Termination Payment].

SECTION 5.10  Net Deposits.  As an administrative convenience, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee may make any remittances pursuant to this Article net of amounts to be distributed by the applicable recipient to such remitting party.  Nonetheless, each such party shall account to the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholder for all of the above described remittances, payments and distributions as if all deposits, payments, distributions and transfers were made individually.

ARTICLE VI

THE SELLER

SECTION 6.01  Representations of Seller.  The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables.  The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

(a)

Organization and Good Standing.  The Seller shall have been duly organized and shall be validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted, and had at all relevant times, and shall now have, power, authority and legal right to acquire, own and sell the Receivables.

(b)

Due Qualification.  The Seller shall be duly qualified to do business as a foreign limited liability company in good standing, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Seller to conduct its business or perform its obligations under this Agreement.

(c)

Power and Authority.  The Seller shall have the power and authority to execute and deliver this Agreement and to carry out its terms; the Seller shall have full power and authority to sell and assign the property to be sold and assigned to and deposited as part of the Owner Trust Estate or Trust Estate, as the case may be, and shall have duly authorized such sale and assignment to the Issuer, the Owner Trustee or the Indenture Trustee, as the case may be; and the execution, delivery and performance of this Agreement shall have been duly authorized by the Seller by all necessary action.

(d)

Valid Sale; Binding Obligations.  This Agreement shall evidence a valid sale, transfer and assignment of the Receivables, enforceable against creditors of and purchasers from the Seller; and shall constitute a legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or by general equity principles.

(e)

No Violation.  The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the Certificate of Formation or limited liability company agreement of the Seller or any indenture, agreement or other instrument to which the Seller is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than the Basic Documents), nor violate any law or, to the best of the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties which breach, default, conflict, lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Seller.

(f)

No Proceedings.  There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the Seller’s knowledge, threatened, against or affecting the Seller:  (i) asserting the invalidity of this Agreement, the Trust Agreement, the Indenture, the Securities Account Control Agreement, the Certificate or the Notes, (ii) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement, the Trust Agreement, or the Indenture, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the Trust Agreement, the Indenture, the Certificate or the Notes, or (iv) relating to the Seller and which might adversely affect the federal in come tax attributes of the Issuer, the Certificate or the Notes.

SECTION 6.02  Company Existence.  During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby.  In addition, all transactions and dealings between the Seller and its Affiliates (including the Issuer) will be conducted on an arm’s length basis.

SECTION 6.03  Liability of Seller; Indemnities.  The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement.

(a)

The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificate or any of the Notes, or asserted with respect to ownership of the Receivables or federal or other income taxes arising out of payments or distributions on the Certificate or the Notes) and costs and expenses in defending against the same.

(b)

The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Issuer, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of any of the Notes or the Certificate.

(c)

Except as set forth in clause (a) above, the Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate.

(d)

Promptly after receipt by a party indemnified under this Section 6.03 or Section  3.02 (an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 6.03 or Section 3.02 (an “Indemnifying Party”), notify such Indemnifying Party of the commencement thereof.  In case any such action is brought against any Indemnified Party under this Section 6.03 or Section 3.02 and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Indemn ifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation.  The obligations set forth in this Section 6.03 and Section 3.02 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation.  If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

SECTION 6.04  Merger or Consolidation of, or Assumption of the Obligations of, Seller.  Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 6.01 shall have been breached (except that the representations regarding the due organization and valid existence of the successor ma y be deemed to reference jurisdictions other than Delaware), (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Seller shall have given 10 days’ written notice to each Rating Agency of its intent or expectation to enter such transaction and neither Rating Agency shall have notified the Seller, the Owner Trustee or the Indenture Trustee that such transaction might or would cause it to reduce, withdraw or modify its then current rating of any Class of Notes and (iv) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation state ments and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and Indenture Trustee, respectively, in the Receivables and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.  Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

SECTION 6.05  Limitation on Liability of Seller and Others.  The Seller and any director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder.  The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement and that in its opinion may involve it in any expense or liability.

SECTION 6.06  Seller May Own Certificate or Notes.  The Seller will own the Certificate, and the Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of the Notes of any class with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided in any Basic Document.

ARTICLE VII

THE SERVICER

SECTION 7.01  Representations of Servicer.  The Servicer makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables.  The representations speak as of the execution and delivery of this Agreement and as of the Closing Date and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

(a)

Organization and Good Standing.  The Servicer shall have been duly organized and shall be validly existing as a corporation in good standing under the laws of the State of California, with corporate power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted, and had at all relevant times, and shall now have, corporate power, authority and legal right to acquire, own and sell the Receivables.

(b)

Due Qualification.  The Servicer shall be duly qualified to do business as a foreign corporation in good standing, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Servicer to conduct its business or perform its obligations under this Agreement.

(c)

Power and Authority.  The Servicer shall have the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary corporate action.

(d)

Binding Obligations.  This Agreement shall constitute a legal, valid and binding obligation of the Servicer enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or by general equity principles.

(e)

No Violation.  The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Servicer or any indenture, agreement or other instrument to which the Servicer is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement), nor violate any law or, to the best of the Servicer’s knowledge, any order, rule or regulation applicable to the Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties which breach, default, conflict, lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Servicer.

(f)

No Proceedings.  There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the Servicer’s knowledge, threatened, against or affecting the Servicer:  (i) asserting the invalidity of this Agreement, the Trust Agreement, the Indenture, the Certificate or the Notes, (ii) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement, the Trust Agreement or the Indenture, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Trust Agreement, the Indenture, the Certificate or the Notes, or (iv) relating to the Servicer and which might adversely affect the federal income tax attributes of the Issuer, the Certificate or the Notes.

SECTION 7.02  Indemnities of Servicer.  The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:

(a)

The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholder and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle.

(b)

The Servicer shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and in the Trust Agreement contained, in the case of the Owner Trustee, and in the Indenture contained, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or, in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee; or (ii) in the case of the Owner T rustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement.

(c)

The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee and the Certificateholder from and against any and all costs, expenses, losses, claims, damages and liabilities (including without limitation reasonable fees and expenses of counsel) to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files.  

(d)

Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (an “Indemnifying Party”), notify such Indemnifying Party of the commencement thereof.  In case any such action is brought against any Indemnified Party under this Section 7.02 or 4.08 and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation.  The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee or the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation.  If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

SECTION 7.03  Merger or Consolidation of, or Assumption of the Obligations of, Servicer.  Any corporation (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger, conversion or consolidation to which the Servicer shall be a party or (c) which may succeed to all or substantially all of the business of the Servicer, which corporation in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (except that the representations regarding the due org anization and valid existence of the successor may be deemed to reference jurisdictions other than California), and no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default, shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Servicer shall have given 10 days’ written notice prior to the consummation of any such transaction to each Rating Agency of its intent or expectation to enter such transaction and neither Rating Agency shall have notified the Seller, the Owner Trustee or the Indenture Trustee that such transaction might or would cause it to reduce, withdraw or modify its the n current rating of any Class of Notes, (iv) immediately after giving effect to such transaction, the successor to the Servicer shall become the Administrator under the Administration Agreement in accordance with Section 8 of such Agreement and (v) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interests.  Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (v) above shall be conditions to the consummation of the transactions referred to in clause (a), (b) or (c) above.

SECTION 7.04  Limitation on Liability of Servicer and Others.  Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement.  The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prim a facie properly executed and submitted by any person respecting any matters arising under this Agreement.

Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may (with the written consent of the Owner Trustee or Indenture Trustee) undertake any reasonable action that it may deem necessary or desirable in respect of the Basic Documents and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholder under this Agreement and the Noteholders under the Indenture.  In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or th e Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available Collections.

SECTION 7.05  TMCC Not To Resign as Servicer.  Subject to the provisions of Section 7.03, TMCC shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except upon a determination that the performance of its duties under this Agreement shall no longer be permissible under applicable law.  Notice of any such determination permitting the resignation of TMCC shall be communicated to the Owner Trustee, the Indenture Trustee and each Rating Agency at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee concurrently with or promptly after such notice.  No such resignation shall become effective until the Indenture Trust ee or a successor Servicer shall have (i) assumed the responsibilities and obligations of TMCC in accordance with Section 8.02 and (ii) become the Administrator under the Administration Agreement in accordance with Section 8 of such Agreement.

ARTICLE VIII

DEFAULT

SECTION 8.01  Servicer Default.  Each of the following events is a “Servicer Default”:

(a)

any failure by the Servicer (or the Seller, so long as TMCC is the Servicer) to deliver to the Relevant Trustee for deposit in the Collection Account, Payahead Account or Reserve Fund any required payment or to direct the Relevant Trustee to make any required payment or distribution therefrom, which failure continues unremedied for a period of three Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Class A Notes, acting as a single Class, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates (provided that such event will not be a Servicer Default if (A) such failure or delay is caused by an event of force majeure, (B) does not continue for more than 10 Business Days, (C) during such period the Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement and (D) the Servicer provides to the Owner Trustee, Indenture Trustee, Seller and Securityholders prompt notice of such failure or delay that includes a description of the Servicer’s efforts to remedy such failure or delay);

(b)

failure by the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this Agreement, which failure shall materially and adversely affect the rights of Certificateholder or Noteholders and shall continue unremedied for a period of 90 days after the date on which written notice of such failure is received (i) by the Servicer  (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders of Notes evidencing not less than 25% of the Class A Notes, acting together as a single Class, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliate s;

(c)

the occurrence of an Insolvency Event with respect to the Servicer; or

(d)

any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, attestation or accountants’ letter when and as required (including, without limitation, any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB), which continues unremedied for [ten] calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered

At any time when a Servicer Default set forth in clauses (a) through (c) above has occurred and is continuing, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing at least a majority of the Outstanding Amount of the Class A Notes acting as a single Class, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement.  By the same required vote, the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making of any required deposits or payments from or to the Collection Account, Reserve Account or Payahead Account) for a specified period or permanently.  Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement.  No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

At any time when a Servicer Default set forth in clause (d) above has occurred and is continuing, so long as the Servicer Default shall not have been remedied, the Issuer (or the Administrator, acting on behalf of the Issuer) shall be entitled to terminate, in its sole discretion, the rights and obligations of the Servicer as servicer under this Agreement; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect; provided, however, that the Issuer shall not be entitled to terminate the rights and obligations of the Servicer pursuant to this section if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to receivables other than the Receivables.

SECTION 8.02  Appointment of Successor.

(a)

Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel.  In the event of the Servicer’s termin ation hereunder, the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $100,000,000 and whose regular business shall include the servicing of automobile and/or light-duty truck receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee.  In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Servicing Fee.  Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of comp etent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business shall include the servicing of automobile and/or light-duty truck receivables, as the successor to the Servicer under this Agreement.  In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer.  Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

(b)

Upon appointment, the successor Servicer (including the Indenture Trustee acting as successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator under the Administration Agreement in accordance with Section 8 of such Agreement.  

(c)

On or after the receipt by the Servicer of written notice of termination pursuant to Section 8.01, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under this Section 8.02 and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise.  The predecessor Servicer shall cooperat e with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Collection Account or Payahead Account or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer.  All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.  In the event that the Indenture Trustee succeeds to the ri ghts and obligations of the Servicer hereunder, and a subsequent transfer of such rights and obligations is effected pursuant to Section 8.01 or this Section 8.02 hereof, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.  Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

SECTION 8.03  Repayment of Advances; Compensation Payable.  If the Servicer shall resign or be terminated, the Servicer shall continue to be entitled to receive reimbursement for Outstanding Advances pursuant to Sections 5.03 and 5.04 with respect to all Advances previously made thereby in the manner specified in such Sections, and shall continue to be entitled to all accrued and unpaid compensation payable to the Servicer through the date of such termination as specified in Section 4.09 of this Agreement.

SECTION 8.04  Notification.  Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VIII, the Owner Trustee shall give prompt written notice thereof to Certificateholder, and the Indenture Trustee shall give prompt written notice thereof to Noteholders, [the Swap Counterparty] and the Rating Agencies.

ARTICLE IX

TERMINATION

SECTION 9.01  Optional Purchase of All Receivables.

(a)

On each Payment Date following the last day of a Collection Period as of which the Pool Balance shall be less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance, the Servicer, or any successor to the Servicer, shall have the option to purchase the corpus of the Owner Trust Estate (whether or not such assets then comprise all or a portion of the Trust Estate) for an amount equal to the Optional Purchase Price.  To exercise such option, the Servicer, or any successor to the Servicer, shall notify [the Swap Counterparty], the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Payment Date as of which such purchase is to be effected and shall, on or before the Payment Date on which such purchase is to occur, deposit pursuant to Section 5.05 i n the Collection Account an amount equal to the Optional Purchase Price, and shall succeed to all interests in and to the Trust Estate and the Owner Trust Estate.  Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement.  Upon such deposit of the amount necessary to purchase the corpus of the Owner Trust Estate, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables.

(b)

Notice of any such purchase of the Owner Trust Estate shall be given by the Owner Trustee and the Indenture Trustee to each Securityholder and [the Swap Counterparty] as soon as practicable after their receipt of notice thereof from the Servicer.

(c)

Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes and [of the Revolving Liquidity Note], the Certificateholder will succeed to the rights of the Noteholders under this Agreement other than Section 5.06 and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee provided for in this Agreement.

(d)

Upon the repurchase of any Receivable by the Seller or the Servicer, pursuant to any provision hereof (including Sections 3.02, 4.08 and 9.01(a)), the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders, shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller or the Servicer, as the case may be, all right, title and interest of the Owner Trustee on behalf of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof and the other property conveyed to the Issuer hereunder pursuant to Section 2.01 with respect to such Receivable, and all security and any documents relating thereto, such assignment being an assignment outright and not for security; and the Seller or the Servicer, as applicable, shall thereupon own each such Receivable, and all such related security and documents, free of any further obligation to the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee, [the Swap Counterparty], [the holder of the Revolving Liquidity Note] or the Noteholders with respect thereto.  The Owner Trustee and Indenture Trustee shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller or the Servicer, as the case may be, to effect the conveyance of such Receivable pursuant to this Section.  If in any enforcement suit or legal proceeding it is held that the Seller or Servicer may not enforce a repurchased Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders shall, at the  written direction and expense of the Seller or Servicer, as the c ase may be, take such reasonable steps as the Seller or Servicer deems necessary to enforce the Receivable, including bringing suit in the name or names of the Issuer, Certificateholder or Noteholders.

SECTION 9.02  Termination of the Trust Agreement.  The respective obligations and responsibilities of the Issuer, the Seller and the Servicer under this Agreement shall terminate upon the termination of the Trust Agreement pursuant to Article IX of the Trust Agreement.

ARTICLE X

MISCELLANEOUS

SECTION 10.01  Amendment.  This Agreement may be amended by the Seller, the Servicer and the Issuer, with the consent of the Indenture Trustee, but without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholder or the [holder of the Revolving Liquidity Note].  This Agreement may also be amended by the Seller, the Servicer and the Issuer, with the consent of the Indenture Trustee and [the holder of the Revolving Liquidity Note], but without the consent of any of the Noteholders or the Certificateholder for the purpose of changing the formula for determining the Specified Reserve Account Balance, the manner in which the Reserve Account is funded (i.e. to allow the deposit of cash therein by any Person, but not to change any order of priority of payments and distributions specified in Section 5.06 of the Sale and Servicing Agreement), changing the remittance schedule for the deposit of collections with respect to the Receivables in the Collection Account or Payahead Account pursuant to Section 5.02 hereof or changing the definition of Eligible Investment, in each case only if the Indenture Trustee and/or the Owner Trustee, as the case may be, (i) has received a letter from Standard & Poor’s to the effect that Standard & Poor’s will not qualify, reduce or withdraw the rating it has currently assigned to any Class of Notes as a result o f such amendment and (ii) has provided Moody’s with 10 days prior written notice of such amendment and Moody’s shall not have notified the Indenture Trustee and/or the Owner Trustee, as the case may be, that such amendment might or would result in the qualification, reduction or withdrawal of the rating it has currently assigned to any Class of Notes; provided that no such amendment may increase or reduce in any manner or accelerate or delay the timing of collections on the Receivables or payments required to be made to Holders of any Class of Notes or of the Certificate without the consent of all Holders of each affected Class or the Certificateholder, if affected.

This Agreement may also be amended from time to time by the Seller, the Servicer and the Issuer, with the consent of the Indenture Trustee, the consent of (A) if the interests of Indenture Trustee or the Noteholders are affected, the Holders of Notes evidencing at least a majority of the outstanding Principal Balance of each affected Class of Notes, acting as a single Class but excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates, (B) if the interests of the Issuer, Owner Trustee or Certificateholder are affected, the Holder of the Certificate, (C) [if the interests of the Swap Counterparty are affected, the Swap Counterparty], and/or (D) [if the interests of the holder of the Revolving Liquidity Note are affected, the holder of the Revolving Liquidity Note,] for the purpose of adding any provisions to or changing in any mann er or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of such Noteholders, Certificateholder or [the holder of the Revolving Liquidity Note]; provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the related Receivables or payments required to be made to Holders of any Class of Notes, the Certificateholder or [the holder of the Revolving Liquidity Note] without the consent of all Holders of each affected Class of Notes, the Certificateholder or [the holder of the Revolving Liquidity Note], as the case may be, or (ii) reduce the aforesaid percentage of the Notes, the aforesaid Certificateholder or the aforesaid [holder of the Revolving Liquidity Note] required to consent to any such amendment, without the consent of the Holders of each Class of Notes, the Certificate or [the Revolving Liquidity Note], as the case may be, affected thereby.

Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Noteholder, Certificateholder, the Indenture Trustee, [the Swap Counterparty (unless TMCC or an Affiliate thereof is the Servicer, the Swap Counterparty and/or the holder of the Revolving Liquidity Note at the time of delivery)] and each of the Rating Agencies.

It shall not be necessary for the consent of the Certificateholder, Noteholders or [holder of the Revolving Liquidity Note] pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and the Opinion of Counsel referred to in Section 10.02.  The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

SECTION 10.02  Protection of Title to Trust.

(a)

The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof.  The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b)

Neither the Seller nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507 and 9-508 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements.

(c)

Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement.  The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.

(d)

The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable.

(e)

The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of  the Receivables, the Servicer’s master computer records (including any backup archives) that refer to any Receivable shall indicate clearly the interest of the Issuer, the Owner Trustee and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee.  Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased.

(f)

If at any time the Seller or the Servicer (or any subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee.

(g)

Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust Estate, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate.

(h)

The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:

(A)

promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest, in each case also  specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and

(B)

within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.

SECTION 10.03  Notices.  All demands, notices, communications and instructions upon or to the Seller, the Servicer, the Owner Trustee, the Indenture Trustee or the Rating Agencies under this Agreement shall be in writing, personally delivered or mailed by certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt (a) in the case of the Servicer, to Toyota Motor Credit Corporation, 19001 South Western Avenue, Torrance, California 90509, Attention: Treasury Department, (310) 468-4001, with a copy to the Servicer’s General Counsel at the same address, (b) in the case of the Seller, to Toyota Auto Finance Receivables LLC, 19851 South Western Avenue EF 12, Torrance, California 90509, Attention: President, (310) 468-7333, (c) in the case of the Issuer or the Owner Trustee, at the Corporate Trust Office (as defined in the Trust Agreement) with a copy to 400 N. Michigan Avenue, 2nd Floor, Chicago, Illinois 60611, (d) in the case of the Indenture Trustee, at the Corporate Trust Office specified in the Indenture, (e) in the case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring Department, 99 Church Street, New York, New York 10007, (f) in the case of Standard & Poor’s, to Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, 55 Water Street, New York, New York 10041, Attention of Asset Backed Surveillance Department; or, as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

SECTION 10.04  Assignment by the Seller or the Servicer.  Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 of this Agreement and as provided in the provisions of this Agreement concerning the resignation or termination of the Servicer, this Agreement may not be assigned by the Seller or the Servicer.

SECTION 10.05  Limitations on Rights of Others.  The provisions of this Agreement are solely for the benefit of the Seller, the Servicer, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

SECTION 10.06  Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10.07  Separate Counterparts.  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 10.08  Headings.  The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION 10.09  Governing Law.  This Agreement shall be construed in accordance with the laws of the State of California, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

SECTION 10.10  Assignment by Issuer.  The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer in, to and under the Receivables and/or the assignment of any or all of the Issuer’s rights and obligations hereunder, under [the Interest Rate Swap Agreement] or under [the Revolving Liquidity Note Agreement] to the Indenture Trustee.

SECTION 10.11  Nonpetition Covenants.

(a)

Notwithstanding any prior termination of this Agreement, the Servicer and the Seller shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.

(b)

Notwithstanding any prior termination of this Agreement, the Servicer shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Seller, acquiesce, petition or otherwise invoke or cause the Seller to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller under any federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller.

SECTION 10.12  Limitation of Liability of Owner Trustee and Indenture Trustee.

Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by [____________], not in its individual capacity, but solely in its capacity as Owner Trustee on behalf of the Issuer, and by [__________], not in its individual capacity, but solely in its capacity as Indenture Trustee under the Indenture.  In no event shall [____________] in its individual capacity or [____________] in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered by the Seller or Servicer, or prepared by the Seller or Servicer for delivery by the Owner Trustee on behalf of the Issuer, pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.  For all purposes of this Agreement, in the performance of its dut ies or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

SECTION 10.13  Intent of the Parties; Reasonableness.

The Seller, Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Sections 4.11, 4.12 and 4.14 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.  

None of the Sponsor, the Administrator nor the Issuer shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection with t his transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Issuer) to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance.

The Issuer and the Administrator (including any of its assignees or designees) shall cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

TOYOTA AUTO RECEIVABLES [___]-[_] OWNER TRUST

By:  [______________],

not in its individual capacity but solely as

Owner Trustee on behalf of the Issuer

By:_______________________________________

Name:

Title:

TOYOTA AUTO FINANCE RECEIVABLES LLC, Seller

By:_______________________________________

Name:

Title:

TOYOTA MOTOR CREDIT CORPORATION, Servicer

By:_______________________________________

Name:

Title:

ACKNOWLEDGED AND ACCEPTED AS OF

THE DAY AND YEAR FIRST ABOVE WRITTEN:

[__________________],

not in its individual capacity but solely as Indenture Trustee

By:_______________________________________

Name:

Title:

SCHEDULE A

Schedule of Receivables

EXHIBIT A

Form of Servicer’s Certificate

(See Attached)

EXHIBIT B

FORM OF ANNUAL CERTIFICATION

Re:

The Sale and Servicing Agreement dated as of [      ], 200[ ] (the “Agreement”), among Toyota Auto Receivables [___]-[_] Owner Trust (the “Issuer”), Toyota Auto Finance Receivables LLC (“TAFR LLC” or the “Seller”) and Toyota Motor Credit Corporation (the “Servicer”).

I, ________________________________, the _______________________ of [NAME OF COMPANY] (the “Company”), certify to the Issuer and the Depositor, and their officers, with the knowledge and intent that they will rely upon this certification, that:

(1)

I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Company’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Receivables by the Company during 200[ ] that were delivered by the Company to the Issuer and the Depositor pursuant to the Agreement (collectively, the “Company Servicing Information”);

(2)

Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;

(3)

Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the Agreement has been provided to the Issuer and the Depositor;

(4)

I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under the Agreement in all material respects; and

(5)

The Compliance Statement required to be delivered by the Company pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Company and by any Subservicer or Subcontractor pursuant to the Agreement, have been provided to the Issuer, the Administrator, the Depositor and the Trustees.  Any material instances of noncompliance described in such reports have been disclosed to the Issuer, the Administrator and the Depositor.  Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.

Date:

_________________________

By:  ________________________

Name:  

Title:

EXHIBIT F

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Servicer, shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”:

Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the receivables are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
	Cash Collection and Administration
1122(d)(2)(i)	Payments on receivables are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel..
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of receivables serviced by the Servicer.
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on receivables is maintained as required by the transaction agreements or related receivables documents.
1122(d)(4)(ii)	Receivables and related documents are safeguarded as required by the transaction agreements
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
1122(d)(4)(iv)	Payments on receivables, including any payoffs, made in accordance with the related receivables documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related receivables documents.
1122(d)(4)(v)	The Servicer’s records regarding the receivables agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor's receivables (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with usual customary procedures.
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with usual customary procedures.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a receivable is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent receivables including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for receivables with variable rates are computed based on the related receivables documents.
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s receivables documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable receivables documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related receivables, or such other number of days specified in the transaction agreements.
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

By:  _______________________________

Name:

Title:

EX-4.6

EXHIBIT 4.6

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 [____________]

TABLE OF CONTENTS

Page

1.

Duties of the Administrator.

2

2.

Records.

9

3.

Compensation.

9

4.

Additional Information to be Furnished to the Issuer.

9

5.

Independence of the Administrator.

9

6.

No Joint Venture.

9

7.

Other Activities of Administrator.

9

8.

Term of Agreement; Resignation and Removal of Administrator.

9

9.

Action upon Termination, Resignation or Removal.

11

10.

Notices.

11

11.

Amendments.

12

12.

Successor and Assigns.

12

13.

Governing Law.

12

14.

Headings.

12

15.

Counterparts.

13

16.

Severability of Provisions.

13

17.

Not Applicable to TMCC in Other Capacities.

13

18.

Limitation of Liability of Owner Trustee and Indenture Trustee.

13

19.

Limitation on Liability of Administrator

13

EXHIBITS

Exhibit A – Form of Annual Certification

Exhibit B - Servicing Criteria to be Addressed in Assessment of Compliance

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”), [___________], a [_______] banking institution, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”) and [_________________], a [national banking association], not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”).

W I T N E S S E T H:

WHEREAS a beneficial ownership interest in the Issuer represented by the Toyota Auto Receivables [___]-[_] Owner Trust Asset Backed Certificate (the “Certificate”) has been issued in connection with the formation of the Issuer pursuant to the Trust Agreement dated as of [___________] as amended and restated by the Amended and Restated Trust Agreement dated as of [______________] (the “Trust Agreement”), between Toyota Auto Finance Receivables LLC (“TAFR LLC”), a Delaware limited liability company, as depositor, and the Owner Trustee, to the owners thereof (the “Owners”);

WHEREAS the Issuer is issuing the Toyota Auto Receivables [____]-[_] Owner Trust $[__________] [__]% Asset Backed Notes, Class A-1, the Toyota Auto Receivables [___]-[_] Owner Trust $[__________] [__]% Asset Backed Notes, Class A-2, the Toyota Auto Receivables [___]-[_] Owner Trust $[__________] Floating Rate Asset Backed Notes, Class A-3, the Toyota Auto Receivables [___]-[_] Owner Trust $[___________] [__]% Asset Backed Notes Class A-4 (collectively, the “Notes”) pursuant to the Indenture dated as of [________] (as amended and supplemented from time to time, the “Indenture”), between the Issuer and the Indenture Trustee (capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Indenture, the Trust Agreement or the Sale and Servicing Agreement dated as of [___________], among the Issuer, Toyota Motor Credit Corporation (“TMCC 8;), as servicer, and TAFR LLC, as seller (the “Sale and Servicing Agreement”), as the case may be);

WHEREAS, TMCC and TAFR LLC have entered into the Receivables Purchase Agreement, dated as of [____________] (the “Receivables Purchase Agreement”), by and among TMCC, as seller, and TAFR LLC, as purchaser,

WHEREAS the Issuer has entered into certain agreements in connection with the issuance of the Certificate and the Notes, including the Trust Agreement, the Indenture, this Administration Agreement, the Sale and Servicing Agreement, the Revolving Liquidity Note Agreement and the Interest Rate Swap Agreement (collectively, the “Basic Documents”);

WHEREAS, pursuant to the Basic Documents, the Issuer, the Owner Trustee and the Indenture Trustee are required to perform certain duties in connection with the Certificate, the Notes, the Revolving Liquidity Note and the assets pledged pursuant to the granting clause of the Indenture (the “Collateral”);

WHEREAS the Issuer, the Owner Trustee and the Indenture Trustee desire to appoint TMCC as administrator to perform certain of the duties of the Issuer, the Owner Trustee and the Indenture Trustee under the Basic Documents and to provide such additional services consistent with the terms of this Agreement and the Basic Documents as the Issuer and the Owner Trustee may from time to time request; and

WHEREAS the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1.

Duties of the Administrator.

(a)

Duties with respect to the Note Depository Agreement and the Indenture.

(i)

The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Note Depository Agreement.  In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement.  The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement.  The Administrator shall prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Depository Agreement.  I n furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture):

(A)

causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);

(B)

preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b));

(C)

fixing or causing to be fixed any specified record date and the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(d));

(D)

preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02);

(E)

approving the form and substance of an Opinion of Counsel or a representation letter of the transferee in connection with the transfer of the Class A-1 Notes (Section 2.04(b));

(F)

directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c));

(G)

preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of collateral (Section 2.09) ;

(H)

causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);

(I)

directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);

(J)

obtaining and preserving the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04);

(K)

preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Section 3.05);

(L)

delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09);

(M)

identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b));

(N)

notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d));

(O)

preparing and obtaining documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b));

(P)

delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19);

(Q)

monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01);

(R)

complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04);

(S)

preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee  for delivery to Noteholders by the successor Indenture Trustee (Section 6.08);

(T)

preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10);

(U)

providing to the Rating Agencies copies of any amendment or supplement to the Interest Rate Swap Agreement (Section 6.14(c));

(V)

notifying the Swap Counterparty of any proposed amendment or supplement to any of the Basic Documents (Section 6.14(d));

(W)

causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);

(X)

preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03);

(Y)

preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04);

(Z)

preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04);

(AA)

preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06);

(BB)

preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03);

(CC)

preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07);

(DD)

preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02);

(EE)

preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a));

(FF)

preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b));

(GG)

notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04);

(HH)

preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06);

(II)

causing the recording of the Indenture, if applicable (Section 11.14); and

(ii)

The Administrator also will:

(A)

pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a Trustee of an express trust);

(B)

reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel) to the extent the Indenture Trustee is entitled to such reimbursement by the Issuer under the Indenture;

(C)

indemnify the Indenture Trustee for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of the Indenture Trustee, arising out of or in connection with the acceptance or administration of the trusts and duties contemplated by the Indenture, including the reasonable costs and expenses of defending itself against any claim or liability in connection therewith, to the extent the Indenture Trustee is entitled to such indemnification from the Issuer under the Indenture; and

(D)

indemnify the Owner Trustee for, and hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Owner Trustee, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, the Indenture, the Note Depository Agreement or this Administration Agreement, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement to the extent the Owner Trustee is entitled to such indemnification under Section 8.02 of the Trust Agreement.

(b)

Duties under Revolving Liquidity Note Agreement.  The Administrator shall deliver appropriate draw requests pursuant to Sections 2.1 or 2.2 of the Revolving Liquidity Note Agreement for execution and delivery by the Indenture Trustee 24 or more hours before the Servicer is required to put cash in the Collection Account.

(c)

Additional Duties.

(i)

In addition to the duties of the Administrator set forth above, the Administrator shall perform such calculations, and shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, other than delivery thereof to Noteholders or the Certificateholder, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents.  Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the perfo rmance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.  Such responsibilities shall include, and the Owner Trustee hereby requests that the Administrator, execute and deliver any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002, to the extent permitted by applicable law, and obtain and maintain any licenses required to be obtained or maintained by the Trust under the Pennsylvania Motor Vehicle Sales Finance Act and Maryland Sales Finance Company licensing regulations.  In addition, the Administrator shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any amendment to the Pennsylvania Motor Vehicle Sales Finance Act or Maryland Sales Finance Company licensing regulations that would affect the duties or obligation s of the Indenture Trustee, or the Owner Trustee under any Basic Document and shall assist the Indenture Trustee or the Owner Trustee in obtaining and maintaining any licenses required to be obtained or maintained by the Indenture Trustee or the Owner Trustee thereunder.  In connection therewith, the Administrator shall pay all fees and expenses of obtaining and maintaining any such licenses under such Act and Code.

(ii)

Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement.  Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.

(iii)

Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder.

(iv)

The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement.

(v)

In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.

(d)

Non-Ministerial Matters.

(i)

With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action the Administrator shall have notified the Indenture Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative direction.  For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation:

(A)

the amendment of the Indenture or execution of any supplement to the Indenture;

(B)

the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables);

(C)

the amendment, change or modification of any of the Basic Documents;

(D)

the appointment of successor Note Registrars, successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, under the Indenture; and

(E)

the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object).

(ii)

Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

2.

Records.  The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer, the Owner Trustee and the Indenture Trustee at any time during normal business hours upon reasonable advance written notice.

3.

Compensation.  As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to a fee of $[____] per month which shall be solely an obligation of the Servicer.

4.

Additional Information to be Furnished to the Issuer.  The Administrator shall furnish to the Issuer from time to time such additional information regarding the Collateral as the  Issuer shall reasonably request.

5.

Independence of the Administrator.  For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer, the Owner Trustee or the Indenture Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder.  Unless expressly authorized by the Issuer hereunder or otherwise, the Administrator shall have no authority to act for or represent the Issuer, the Owner Trustee or the Indenture Trustee, and shall not otherwise be or be deemed an agent of the Issuer, the Owner Trustee or the Indenture Trustee.

6.

No Joint Venture.  Nothing contained in this Agreement shall (i) constitute the Administrator and any of the Issuer, the Owner Trustee or the Indenture Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) be construed to impose any liability as such on any of  them or (iii) be deemed to confer on any of them any  express, implied or apparent authority to incur any obligation or liability on behalf of the others.

7.

Other Activities of Administrator.  Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its or their sole discretion, from acting as an administrator for any other person or entity, or in a similar capacity therefor, even though such person or entity may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee.

8.

Term of Agreement; Resignation and Removal of Administrator.

(a)

This Agreement shall continue in force  until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate.

(b)

Subject to Sections 8(e) and 8(f), the Administrator may resign its duties hereunder by providing the Issuer with  at least 30 days, prior written notice.

(c)

Subject to Sections 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 days prior written notice.

(d)

Subject to Sections 8(e) and 8(f), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur:

(i)

the Administrator shall fail to perform in any material respect any of its duties  under this  Agreement  and, after notice of such default, shall  not cure such  default within 10 days (or, if such default cannot be cured in such time, shall not give within such 10 days such assurance  of timely and complete cure as shall be reasonably satisfactory to the Issuer);

(ii)

the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator (or, so long as the Administrator is TMCC, the Seller) in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days;

(iii)

the consent by the Administrator (or, so long as the Administrator is TMCC, the Seller) to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Administrator (or, so long as the Administrator is TMCC, the Seller) of or relating to substantially all of their property, or the Administrator (or, so long as the Administrator is TMCC, the Seller) shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or

(iv)

any failure by the Administrator to deliver any information, report, certification, attestation or accountants’ letter when and as required under Section 20 which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification, attestation or accountants’ letter was required to be delivered.

The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee and the Indenture Trustee within seven days after the happening of such event.

(e)

No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder.

(f)

The appointment of any successor Administrator shall be effective only after each Rating Agency has provided to the Owner Trustee and the Indenture Trustee written notice that the proposed appointment will not result in the reduction or withdrawal of any rating then assigned by such Rating Agency to any Class of Notes.

(g)

Subject to Section 8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically succeed to the rights, duties and obligations of the Administrator under this Agreement.

9.

Action upon Termination, Resignation or Removal.  Promptly upon the effective date of termination of this Agreement pursuant to Section 8(a) or the resignation or removal of the Administrator pursuant to Section 8(b), (c), (d) or (g), respectively, the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal.  The Administrator shall forthwith upon such termination pursuant to Section 8(a) deliver to or to the order of the Issuer all property and documents of or relating to the Collateral then in the custody of the Administrator.  In the event of the resignation or removal of the Administrator pursuant to Section 8(b), (c), (d) or (g), respectively, the Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfe r of the duties of the Administrator.

10.

Notices.  Any notice, report or other communication given hereunder shall be in writing and addressed as follows:

(a)

if to the Issuer or the Owner Trustee, to:

Toyota Auto Receivables [____]-[_] Owner Trust

In care of:  [___________]

[___________________]

[___________________]

Attention:  Toyota Auto Receivables [___]-[_] Owner Trust

with a copy to:

[___________________]

[___________________]

Attention:  Toyota Auto Receivables [___]-[_] Owner Trust

(b)

if to the Administrator, to:

Toyota Motor Credit Corporation

19001 South Western Avenue

Torrance, California  90509

Attention:  Vice President, Treasury Department

(c)

if to the Indenture Trustee, to:

Toyota Auto Receivables [___]-[_] Owner Trust

In care of:  [___________]

[___________________]

[___________________]

Attention:  [___________________]

or to such other address as any party shall have provided to the other parties in writing.  Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, or hand delivered to the address of such party as provided above.

11.

Amendments.  This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Issuer, the Administrator, the Owner Trustee and the Indenture Trustee, without the consent of any Noteholders or the Certificateholders, for the purpose of adding any provisions to or modifying or changing in any manner or eliminating any of the provisions of this Agreement; provided that such amendment does not and will not, in the Opinion of Counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any Noteholder or Certificateholder.  

12.

Successor and Assigns.  This Agreement may not be assigned by the Administrator unless such assignment is consented to in writing by the Issuer, the Owner Trustee and the Indenture Trustee, and the conditions precedent to appointment of a successor Administrator set forth in Section 8 are satisfied.  An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder.  Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuer, the Owner Trustee and the Indenture Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator, provided that such successor organization executes and delivers to the Issuer, the Owner Trustee and the Indenture Truste e an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator is bound hereunder.  Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.

13.

Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

14.

Headings.  The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

15.

Counterparts.  This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement.

16.

Severability of Provisions.  If any one or more of the agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid or unenforceable in any jurisdiction, then such agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or the other rights of the parties hereto.

17.

Not Applicable to TMCC in Other Capacities.  Nothing in this Agreement shall affect any obligation, right or benefit TMCC may have in any other capacity or under any Basic Document.

18.

Limitation of Liability of Owner Trustee and Indenture Trustee.  Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by [_____________], not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, and by [______________], not in its individual capacity but solely in its capacity as Indenture Trustee under the Indenture.  In no event shall [_________________], in its individual capacity, [_______________], in its individual capacity, or the Certificateholder have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.  

19.

Limitation on Liability of Administrator.  Neither the Administrator nor any of the directors, officers, employees or agents of the Administrator shall be under any liability to the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholder, except as provided under this Administration Agreement, for any action taken or for refraining from the taking of any action pursuant to this Administration Agreement or for errors in judgment; provided, however, that this provision shall not protect the Administrator or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement.  The Administrator and any director, officer, employee or agent of the Administra tor may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Administration Agreement.

20.

 Additional Requirements of the Administrator.

(a)

Reporting Requirements.

(i)  If so requested by the Issuer for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Administrator shall  (i) notify the Issuer in writing of any material litigation or governmental proceedings pending against the Administrator and (ii) provide to the Issuer a description of such proceedings.

(ii) As a condition to the succession to the Administrator by any Person as permitted by Section 8 hereof, the Administrator shall provide to the Issuer, at least 10 Business Days prior to the effective date of such succession or appointment, (x) written notice to the Issuer, of such succession or appointment and (y) in writing all information in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.

(iii) In addition to such information as the Administrator, as administrator, is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Issuer, the Administrator shall provide such information regarding the performance or servicing of the Receivables as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.   

(b)

Administrator Compliance Statement.  On or before [June 1^st] of each calendar year, commencing in [___], the Administrator shall deliver to the Issuer a statement of compliance addressed to the Issuer and signed by an authorized officer of the Administrator to the effect that (i) a review of the Administrator’s activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on such review, the Administrator has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof.

(c)

Report on Assessment of Compliance and Attestation

On or before 90 days after the end of each fiscal year, commencing with the fiscal year ended March 31, [___], the Administrator shall:

(i)

deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such report shall be addressed to the Issuer and signed by an authorized officer of the  Administrator, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit B hereto delivered to the Issuer concurrently with the execution of this Agreement;

(ii)

deliver to the Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Administrator and delivered pursuant to the preceding paragraph.  Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and

(iii)

if requested by the Issuer not later than [June 1] of the calendar year in which such certification is to be delivered, deliver to the Issuer and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit A.

The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.  The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables.

(d)

Intent of the Parties; Reasonableness. The Issuer and the Administrator  acknowledge and agree that the purpose of Section 20 of this Agreement is to facilitate compliance by the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission.

Neither the Issuer nor the Administrator shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Administrator acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Indenture Trustee, the Servicer or any other party to the Transaction Documents in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection therewith, the Administrator shall cooperate fully with the Issuer to deliver to the Issuer (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer, to permit the Issuer to comply with the provisions of Regulation AB.

The Issuer (including any of its assignees or designees) shall cooperate with the Administrator by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Issuer’s reasonable judgment, to comply with Regulation AB.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.

TOYOTA AUTO RECEIVABLES [___]-[_] OWNER TRUST

By:

[__________________]

not in its individual capacity but solely as Owner Trustee

By:

____________________________________________

Name:

Title:

TOYOTA MOTOR CREDIT CORPORATION,

as Administrator

By:

____________________________________________

Name:  

Title:    

[__________________]

not in its individual capacity but solely as Indenture Trustee

By:

____________________________________________

Name:

Title:

[_____________________]

not in its individual capacity but solely as Owner Trustee

By:

____________________________________________

Name:

   Title:

EX-5.1

EXHIBIT 5.1

June 29, 2006

Toyota Auto Finance Receivables LLC

19851 South Western Avenue EF 12

Torrance, California 90509

Toyota Motor Credit Corporation

19001 South Western Avenue

Torrance, California 90509

Re:

Toyota Auto Finance Receivables LLC

Toyota Motor Credit Corporation

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Toyota Auto Finance Receivables LLC (“TAFR LLC”) and Toyota Motor Credit Corporation (“TMCC”), in connection with the preparation of a registration statement on Form S-3 (the “Registration Statement”) relating to the proposed offering from time to time by one or more trusts (each, a “Trust”) in one or more series (each, a “Series”) of Asset Backed Notes (the “Notes”). The Registration Statement has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). As set forth in the Registration Statement, each Series of Notes is to be issued under and pursuant to the conditions of a separate trust agreement and amended and restated trust agreement, a sale and servicing agreement, an indenture and an administration agreement (each, an “Agreement”) among TAFR LLC, TMCC, an indenture trustee (the “Indenture Trustee”), an owner trustee (the “Owner Trustee”) and one or more other entities, each to be identified in the prospectus supplement for such Series of Notes.

As such counsel, we have examined copies of the Limited Liability Company Agreement of TAFR LLC and the Certificate of Incorporation and By-Laws of TMCC, the Registration Statement, the base prospectus (the “Prospectus”) and the form of prospectus supplement (the “Prospectus Supplement”) included therein, the form of each Agreement, and originals or copies of such other corporate minutes, records, agreements and other instruments of TAFR LLC and TMCC, certificates of public officials and other documents and have made such examinations of law, as we have deemed necessary to form the basis for the opinions hereinafter expressed. In our examination of such materials, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all copies submitted to us. As to various questions of fact material to such opinions, we have rel ied, to the extent we deemed appropriate, upon representations, statements and certificates of officers and representatives of TAFR LLC, TMCC and others.

Attorneys involved in the preparation of this opinion are admitted to practice law in the State of New York and we do not express any opinion herein concerning any law other than the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware.  We note that the Registration Statement provides that a Trust may be organized as a statutory trust under the laws of the State of Delaware, and that the form of amended and restated trust agreement (the “Trust Agreement”) included as exhibit 4.1 provides that it shall be governed by the laws of such State.  Accordingly, we express no opinion herein regarding the Certificates to the extent issued by a Delaware statutory trust pursuant to such Trust Agreement.   

Based upon and subject to the foregoing, we are of the opinion that, when the issuance, execution and delivery of each Series of Notes has been authorized by all necessary corporate action of each of TAFR LLC or TMCC, as applicable, in accordance with the provisions of the related Agreement or Agreements, and when such Notes have been duly executed and delivered, authenticated by the Indenture Trustee and sold as described in the Registration Statement, assuming that the terms of such Notes are otherwise in compliance with applicable law at such time, such Notes will constitute valid and binding obligations of the applicable Trust thereof, enforceable in accordance with their respective terms and the terms of such Agreement or Agreements. This opinion is subject to the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors' rights generally and court decisions with respec t thereto and we express no opinion with respect to the application of equitable principles or remedies in any proceeding, whether at law or in equity.  

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the references to this firm in the Prospectus and the related Prospectus Supplement which form a part of the Registration Statement and to the filing of this opinion as an exhibit to any application made by or on behalf of TAFR LLC, TMCC or any dealer in connection with the registration of the Notes under the securities or blue sky laws of any state or jurisdiction. In giving such consent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,  

 /s/ McKee Nelson LLP              

McKee Nelson LLP

EX-8.1

EXHIBIT 8.1

June 29, 2006

Toyota Auto Finance Receivables LLC

19851 South Western Avenue EF 12

Torrance, California 90509

Toyota Motor Credit Corporation

19001 South Western Avenue

Torrance, California 90509

Re:

Toyota Auto Finance Receivables LLC

Toyota Motor Credit Corporation

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Toyota Auto Finance Receivables LLC (“TAFR LLC”) and Toyota Motor Credit Corporation (“TMCC”), in connection with the preparation of a registration statement on Form S-3 with the registration number 333-134443 (the “Registration Statement”) relating to the proposed offering from time to time by one or more trusts in one or more series (each, a “Series”) of Asset Backed Notes (the “Notes”). The Registration Statement has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). As set forth in the Registration Statement, each Series of Notes is to be issued under and pursuant to the conditions of a separate trust agreement and amended and restated trust agreement, a sale and servicing agreement, an indenture and an administration agreement (each, an “Agre ement”) among TAFR LLC, TMCC, an indenture trustee (the “Indenture Trustee”), an owner trustee (the “Owner Trustee”) and one or more other entities, each to be identified in the prospectus supplement for such Series of Notes.

As such counsel, we have examined copies of the Limited Liability Company Agreement of TAFR LLC and the Certificate of Incorporation and By-Laws of TMCC, the Registration Statement, the base prospectus (the “Prospectus”) and the form of prospectus supplement (the “Prospectus Supplement”) included therein, the form of each Agreement, and originals or copies of such other corporate minutes, records, agreements and other instruments of TAFR LLC and TMCC, certificates of public officials and other documents and have made such examinations of law, as we have deemed necessary to form the basis for the opinions hereinafter expressed. In our examination of such materials, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all copies submitted to us. As to various questions of fact material to such opinions, we have rel ied, to the extent we deemed appropriate, upon representations, statements and certificates of officers and representatives of TAFR LLC, TMCC and others.

Attorneys involved in the preparation of this opinion are admitted to practice law in the State of New York and we do not express any opinion herein concerning any law other than the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware.    

Based upon and subject to the foregoing, the statements set forth in the Prospectus Supplement under the heading “Certain Federal Income Tax Consequences”  and in the base Prospectus under the heading “Certain Federal Income Tax Consequences,” to the extent they constitute matters of law or legal conclusions with respect thereto, represent the opinion of McKee Nelson LLP, subject to the qualifications set forth in the Prospectus.  

Our opinion above is based upon our interpretations of current law, including the Internal Revenue Code of 1986, as amended, judicial decisions, administrative rulings and existing final and temporary Treasury regulations, which are subject to change both prospectively and retroactively, and upon the facts and assumptions discussed herein. This opinion letter is limited to the matters set forth herein, and no opinions are intended to be implied or may be inferred beyond those expressly stated herein.  We also note that the Prospectus and the Prospectus Supplement do not relate to a specific transaction and, accordingly, the descriptions of Federal income tax consequences referred to above may require modification in the context of a subsequent transaction.  In addition, our opinion is based on the assumption that the matter, if litigated, will be properly presented to the applicable court. Furthermore, our opinion is not bind ing on the Internal Revenue Service and there can be no assurance that the Internal Revenue Service will not take a contrary position.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the references to this firm in the Prospectus and the related Prospectus Supplement which form a part of the Registration Statement and to the filing of this opinion as an exhibit to any application made by or on behalf of TAFR LLC, TMCC or any dealer in connection with the registration of the Notes under the securities or blue sky laws of any state or jurisdiction. In giving such consent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,  

/s/ McKee Nelson LLP

McKee Nelson LLP