0000912057-01-534343 Sample Contracts

ISDA® International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of September 20, 2001
Master Agreement • October 3rd, 2001 • Toyota Motor Credit Corp • Personal credit institutions

TOYOTA MOTOR CREDIT CORPORATION and TOYOTA AUTO RECEIVABLES 2001-C OWNER TRUST have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions.

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SALE AND SERVICING AGREEMENT among TOYOTA AUTO RECEIVABLES 2001-C OWNER TRUST, as Issuer, TOYOTA AUTO FINANCE RECEIVABLES LLC, as Seller, and TOYOTA MOTOR CREDIT CORPORATION, as Servicer Dated as of August 1, 2001
Sale and Servicing Agreement • October 3rd, 2001 • Toyota Motor Credit Corp • Personal credit institutions • California

SALE AND SERVICING AGREEMENT dated as of August 1, 2001, among TOYOTA AUTO RECEIVABLES 2001-C OWNER TRUST, a Delaware business 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" or the "Servicer").

REVOLVING LIQUIDITY NOTE AGREEMENT TOYOTA AUTO RECEIVABLES 2001-C OWNER TRUST as Issuer and TOYOTA MOTOR CREDIT CORPORATION as initial Holder Dated as of September 20, 2001
Revolving Liquidity Note Agreement • October 3rd, 2001 • Toyota Motor Credit Corp • Personal credit institutions • California

REVOLVING LIQUIDITY NOTE AGREEMENT (this "Agreement") dated as of September 20, 2001 (this "Agreement"), by and between TOYOTA AUTO RECEIVABLES 2001-C OWNER TRUST, a Delaware business trust, as issuer (the "Issuer") of the revolving liquidity note (the "Revolving Liquidity Note") issued hereunder, and TOYOTA MOTOR CREDIT CORPORATION, a California corporation ("TMCC"), as the initial holder of the Revolving Liquidity Note.

AMENDED AND RESTATED TRUST AGREEMENT between TOYOTA AUTO FINANCE RECEIVABLES LLC, as Depositor, U.S. BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee and (For certain limited purposes only) U.S. BANK TRUST NATIONAL ASSOCIATION as Delaware Co-trustee
Trust Agreement • October 3rd, 2001 • Toyota Motor Credit Corp • Personal credit institutions • Delaware

AMENDED AND RESTATED TRUST AGREEMENT dated as of August 1, 2001, by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association with its principal place of business in Chicago, Illinois, not in its individual capacity but solely as Owner Trustee, and, for the limited purposes set forth herein, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association with its principal place of business in Wilmington, Delaware, not in its individual capacity but solely as Delaware Co-trustee, amending and restating in its entirety the Trust Agreement dated as of August 1, 2001, by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Owner Trustee, and, for the limited purposes set forth therein, U.S. BANK TRUST NATIONAL ASS

ADMINISTRATION AGREEMENT among TOYOTA AUTO RECEIVABLES 2001-C OWNER TRUST, as Issuer TOYOTA MOTOR CREDIT CORPORATION, as Administrator U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and U.S. BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee...
Toyota Motor Credit Corp • October 3rd, 2001 • Personal credit institutions • California

ADMINISTRATION AGREEMENT dated as of August 1, 2001, among TOYOTA AUTO RECEIVABLES 2001-C OWNER TRUST, a Delaware business trust (the "Issuer"), TOYOTA MOTOR CREDIT CORPORATION, a California corporation, as administrator (the "Administrator"), U.S. BANK NATIONAL ASSOCIATION, a national baking association, not in its individual capacity but solely as Indenture Trustee (the "Indenture Trustee") and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Owner Trustee (the "Owner Trustee").

RECEIVABLES PURCHASE AGREEMENT TOYOTA MOTOR CREDIT CORPORATION, as Seller and TOYOTA AUTO FINANCE RECEIVABLES LLC, as Purchaser Dated as of August 1, 2001
Receivables Purchase Agreement • October 3rd, 2001 • Toyota Motor Credit Corp • Personal credit institutions • New York

RECEIVABLES PURCHASE AGREEMENT, dated as of August 1, 2001, between Toyota Motor Credit Corporation, a California corporation, as seller, and Toyota Auto Finance Receivables LLC, a Delaware limited liability company, as purchaser.

ASSIGNMENT OF SWAP AGREEMENT
Assignment of Swap Agreement • October 3rd, 2001 • Toyota Motor Credit Corp • Personal credit institutions

ASSIGNMENT OF SWAP AGREEMENT (the "Assignment") dated as of September 20, 2001, by and among TOYOTA AUTO RECEIVABLES 2001-C OWNER TRUST, a Delaware business trust (the "Assignor" or the "Trust"), U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but as Indenture Trustee (the "Assignee") of the Toyota Auto Receivables 2001-C Owner Trust pursuant to the Indenture, dated as of August 1, 2001 (the "Indenture"), by and between the Trust and the Indenture Trustee, and TOYOTA MOTOR CREDIT CORPORATION, as swap counterparty.

Class A-3 Confirmation to the ISDA Master Agreement dated as of September 20, 2001
Toyota Motor Credit Corp • October 3rd, 2001 • Personal credit institutions

Toyota Auto Receivables 2001-C Owner Trust c/o U.S. Bank Trust National Association 400 North Michigan Avenue, 2nd Floor Chicago, Illinois 60611-4181

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