<PAGE>
                                                                     EXHIBIT 4.2


                                    INDENTURE


         --------------------------------------------------------------






                   TOYOTA AUTO RECEIVABLES 2001-B OWNER TRUST,



                                    as Issuer




                                       and




                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION


                            as Indenture Trustee and
                             Securities Intermediary



         --------------------------------------------------------------


                            Dated as of April 1, 2001


<PAGE>


                                    TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                     PAGE
                                                                                     ----
<S>              <C>                                                                 <C>
ARTICLE I           DEFINITIONS AND INCORPORATION BY REFERENCE

    Section 1.01    Definitions.........................................................2
    Section 1.02    Usage of Terms......................................................9
    Section 1.03    Incorporation by Reference of Trust Indenture Act..................10

ARTICLE II        THE NOTES

    Section 2.01    Form...............................................................10
    Section 2.02    Execution, Authentication and Delivery.............................11
    Section 2.03    Temporary Notes....................................................11
    Section 2.04    Registration; Registration of Transfer and Exchange................11
    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...................................................15
    Section 2.11    Notices to Clearing Agency.........................................16
    Section 2.12    Definitive Notes...................................................16
    Section 2.13    Tax Treatment......................................................17

ARTICLE III       COVENANTS

    Section 3.01    Payments to Noteholders, Certificateholder, 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........................................20
    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


                                       i
<PAGE>

    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.......................................................26
    Section 3.14    Servicer's Notice Obligations......................................26
    Section 3.15    Guarantees, Loans, Advances and Other Liabilities..................26
    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....................................27
ARTICLE IV        SATISFACTION AND DISCHARGE
    Section 4.01    Satisfaction and Discharge of Indenture............................27
    Section 4.02    Application of Trust Money.........................................28
    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...........................36
    Section 5.06    Limitation of Suits................................................36
    Section 5.07    Unconditional Rights of Noteholders To Receive
                    Principal and Interest.............................................37
    Section 5.08    Restoration of Rights and Remedies.................................37
    Section 5.09    Rights and Remedies Cumulative.....................................37
    Section 5.10    Delay or Omission Not a Waiver.....................................37
    Section 5.11    Control by Noteholders.............................................37


                                       ii
<PAGE>

    Section 5.12    Waiver of Past Defaults............................................38
    Section 5.13    Undertaking for Costs..............................................38
    Section 5.14    Waiver of Stay or Extension Laws...................................39
    Section 5.15    Action on Notes....................................................39
    Section 5.16    Performance and Enforcement of Certain Obligations.................39
ARTICLE VI        THE INDENTURE TRUSTEE
    Section 6.01    Duties of Indenture Trustee........................................40
    Section 6.02    Rights of Indenture Trustee........................................41
    Section 6.03    Individual Rights of Indenture Trustee.............................42
    Section 6.04    Indenture Trustee's Disclaimer.....................................42
    Section 6.05    Notice of Defaults.................................................43
    Section 6.06    Reports by Indenture Trustee to Holders............................43
    Section 6.07    Compensation and Indemnity.........................................44
    Section 6.08    Replacement of Indenture Trustee...................................44
    Section 6.09    Successor Indenture Trustee by Merger..............................45
    Section 6.10    Appointment of Co-Indenture Trustee or Separate
                    Indenture Trustee..................................................46
    Section 6.11    Eligibility; Disqualification......................................47
    Section 6.12    Preferential Collection of Claims Against Issuer...................47
    Section 6.13    [Reserved].........................................................47
    Section 6.14    Interest Rate Swap Provisions......................................47
ARTICLE VII       NOTEHOLDERS' LISTS AND REPORTS
    Section 7.01    Note Registrar To Furnish Names and Addresses of Noteholders.......48
    Section 7.02    Preservation of Information; Communications to Noteholders.........49
    Section 7.03    Reports by Issuer..................................................49
    Section 7.04    Reports by Indenture Trustee.......................................50
ARTICLE VIII      ACCOUNTS, DISBURSEMENTS AND RELEASES
    Section 8.01    Collection of Money................................................50
    Section 8.02    Trust Accounts.....................................................50


                                      iii
<PAGE>

    Section 8.03    [Reserved].........................................................51
    Section 8.04    General Provisions Regarding Accounts..............................51
    Section 8.05    Release of Trust Estate............................................52
    Section 8.06    Opinion of Counsel.................................................53
ARTICLE IX        SUPPLEMENTAL INDENTURES
    Section 9.01    Supplemental Indentures Without Consent of Noteholders.............53
    Section 9.02    Supplemental Indentures with Consent of Noteholders................54
    Section 9.03    Limitations on Supplemental Indentures.............................54
    Section 9.04    Execution of Supplemental Indentures...............................55
    Section 9.05    Effect of Supplemental Indenture...................................56
    Section 9.06    Conformity with Trust Indenture Act................................56
    Section 9.07    Reference in Notes to Supplemental Indentures......................56
ARTICLE X         TERMINATION OF THE TRUST
    Section 10.01   Termination of the Trusts Created by Indenture.....................56
    Section 10.02   Optional Purchase of All Receivables...............................57
ARTICLE XI        MISCELLANEOUS
    Section 11.01   Compliance Certificates and Opinions, etc..........................58
    Section 11.02   Form of Documents Delivered to Indenture Trustee...................59
    Section 11.03   Acts of Noteholders................................................60
    Section 11.04   Notices, etc., to Indenture Trustee, Issuer and Rating Agencies....60
    Section 11.05   Notices to Noteholders; Waiver.....................................61
    Section 11.06   Alternate Payment and Notice Provisions............................61
    Section 11.07   Conflict with Trust Indenture Act..................................61
    Section 11.08   Effect of Headings and Table of Contents...........................62
    Section 11.09   Successors and Assigns.............................................62
    Section 11.10   Severability.......................................................62
    Section 11.11   Benefits of Indenture..............................................62
    Section 11.12   Governing Law......................................................62
    Section 11.13   Counterparts.......................................................62


                                       iv
<PAGE>

    Section 11.14   Recording of Indenture.............................................62
    Section 11.15   Trust Obligation...................................................63
    Section 11.16   No Petition........................................................63
    Section 11.17   Inspection.........................................................63

</TABLE>

EXHIBIT A - Forms of Class A-1 Note, Class A-2 Note, Class A-3 Note and
            Class A-4 Note
EXHIBIT B - Form of Note Depository Agreement


                                       v
<PAGE>


                              CROSS-REFERENCE TABLE
                         (not a part of this Indenture)

<TABLE>
<CAPTION>

  TIA                                                                              Indenture
SECTION                                                                             Section
-------                                                                             -------
<S>                                                                                <C>
(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.
(Section)311(a) ...................................................................... 6.12
      (b) ............................................................................ 6.12
      (c) ............................................................................ N.A.
(Section)312(a) ...................................................................... 7.02
      (b) ............................................................................ 7.02
      (c) ............................................................................ 7.02
(Section)313(a) ...................................................................... 7.04
      (b)(1).......................................................................... N.A.
      (b)(2).......................................................................... 7.04
      (c) ............................................................................ 7.04
                                                                                      11.04
      (d) ............................................................................ 7.04
(Section)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.
(Section)315(a) ...................................................................... 6.01
      (b) ............................................................................ 6.05
      (c) ............................................................................ 5.02
                                                                                       5.08
      (d) ......................................................................... 6.01(c)
      (e) ............................................................................ 5.13


<PAGE>

(Section)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
(Section)317(a)(1) ..................................................................  5.04
      (a)(2) .....................................................................  5.03(c)
                                                                                    5.03(d)

      (b) ...........................................................................  4.03
(Section)318(a) ..................................................................... 11.07

</TABLE>

---------
N.A. means not applicable


<PAGE>

         INDENTURE dated as of April 1, 2001, between TOYOTA AUTO RECEIVABLES
2001-B OWNER TRUST, a Delaware business trust (the "Issuer"), and WELLS FARGO
BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, 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 4.300% Asset
Backed Notes, Class A-1 (the "Class A-1 Notes"), Floating Rate Asset Backed
Notes, Class A-2 (the "Class A-2 Notes"), Floating Rate Asset Backed Notes,
Class A-3 (the "Class A-3 Notes") and Floating Rate 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 any 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 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").

         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


                                       1
<PAGE>

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
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 April 1, 2001, among the Administrator, the Issuer 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.

         "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,
Minneapolis, Minnesota, Wilmington, Delaware or San Francisco, California are
authorized or obligated by law, regulation or executive order to remain closed.


                                       2
<PAGE>

         "CLASS A-1 RATE" means 4.300% 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 4.300% Asset Backed Notes, Class A-1,
substantially in the form attached hereto as Exhibit A.

         "CLASS A-2 RATE" means, with respect to any Payment Date, one-month
LIBOR plus 0.060% (computed on the basis of the actual number of days elapsed
during the relevant Interest Period and a 360-day year).

         "CLASS A-2 NOTES" means the Floating Rate 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, one-month
LIBOR plus 0.080% (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, with respect to any Payment Date, one-month
LIBOR plus 0.100% (computed on the basis of the actual number of days elapsed
during the relevant Interest Period and a 360-day year).

         "CLASS A-4 NOTES" means the Floating Rate 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 May 15, 2001.

         "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 Sixth and Marquette, MAC: N9311-161, Minneapolis, Minnesota, 55479, Attn:
Asset Backed Securities Department, 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


                                       3
<PAGE>

address designated by such successor Indenture Trustee by notice to the
Noteholders, the Issuer and the Administrator.

         "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.

         "INDENTURE TRUSTEE" means Wells Fargo Bank Minnesota, National
Association, a national banking association, 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


                                       4
<PAGE>

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 the Class A-1 Notes, the Class
A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the period from (and
including) any Payment Date to (but excluding) the next Payment Date, except
that the first interest period will be from (and including) the Closing Date to
(but excluding) June 15, 2001.

         "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 May 15, 2001 (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 2001-B 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:


                                       5
<PAGE>

         (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 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.


                                       6
<PAGE>

         "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 First Union Trust Company, National Association,
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


                                       7
<PAGE>

Administration Agreement, 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.

         "SALE AND SERVICING AGREEMENT" means the Sale and Servicing Agreement
dated as of April 1, 2001, 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" shall have the meaning ascribed
thereto in the Sale and Servicing Agreement.

         "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.

         "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


                                       8
<PAGE>

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.

          "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 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.

         "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


                                       9
<PAGE>

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.


                                       10
<PAGE>

         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 $417,840,000, Class A-2 Notes for original issue
in an aggregate principal amount of $500,000,000.00, Class A-3 Notes for
original issue in an aggregate principal amount of $360,000,000.00 and Class A-4
Notes for original issue in an aggregate principal amount of $175,000,000.00.
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 the minimum denomination $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 Holder. 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


                                       11
<PAGE>

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 preceding 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 not 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


                                       12
<PAGE>

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 sufficient 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


                                       13
<PAGE>

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 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


                                       14
<PAGE>

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 an 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;


                                       15
<PAGE>

         (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 51% 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


                                       16
<PAGE>

conclusively rely 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, 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, and (iii) release from the Collection Account, Principal
Distribution 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 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 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, (iii) 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, (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 Seller, to or as directed by the
Seller pursuant to Section 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.


                                       17
<PAGE>

         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 Wells Fargo Bank
Minnesota, National Association 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 all 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 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, Principal Distribution
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 or the Certificate or to the Swap Counterparty (provided that
such amounts payable 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) 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 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 or 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;


                                       18
<PAGE>

         (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) 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 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.

         Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed after such
amount has become due and payable and after the Indenture Trustee has taken the
steps described in the next paragraph shall be discharged from such trust and be
paid to the California Special Olympics upon presentation thereto of an Issuer
Request; and the Holder of such Note shall thereafter, as an unsecured general
creditor, look only to the Issuer for payment thereof, and all liability of the
Indenture Trustee or such Paying Agent with respect to such trust money shall
thereupon cease.

         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


                                       19
<PAGE>

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 business 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); or

         (d)      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 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


                                       20
<PAGE>

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


                                       21
<PAGE>

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 $50,000,000 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 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
Trustee and the Indenture Trustee, to the effect that such action will not
adversely affect in any material respect the interests of any Noteholder 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 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


                                       22
<PAGE>


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 circumstances 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 lien of this Indenture) 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 action 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 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. 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:


                                       23
<PAGE>


         (a)      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

         (b)      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.

         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:


                                       24
<PAGE>


         (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 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 might or would 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
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).


                                       25
<PAGE>


         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 2001-B 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 2001-B 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.

         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 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, 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).


                                       26
<PAGE>


         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 payments 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 and each default on the part
of TMCC of its obligations under the Receivables Purchase 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 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


                                       27
<PAGE>


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 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 has been terminated and all
Swap Payments Outgoing and, if applicable, any Swap Termination Payments owed by
the Issuer to the Swap Counterparty has been paid or (2) all Notes not
theretofore delivered to the Indenture Trustee for cancellation 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 and 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 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 Interest Rate Swap Agreement, 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 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 (c) 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.


                                       28
<PAGE>


         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 hereunder; 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


                                       29
<PAGE>


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; or

         (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.

         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.


                                       30
<PAGE>


         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 51% 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 51% 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 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


                                       31
<PAGE>


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
thereto 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 shall
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;


                                       32
<PAGE>


                  (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 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 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, 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
         respective 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 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 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 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, 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 it shall not be necessary to make any
Noteholder 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


                                       33
<PAGE>


more public or private sales as provided in Section 5.04(c)(iv)), and unless and
until such acceleration has been rescinded, the Indenture Trustee will make
payments on the Notes 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)      If the Indenture Trustee, in compliance with Section 5.04(a),
is deemed to have a conflict of interest under the TIA and is required to resign
as Indenture Trustee hereunder, the Indenture Trustee, pursuant to Section 6.10,
may appoint an indenture trustee to act separately hereunder for the Class A
Notes. In the event a separate indenture trustee is appointed for the Class A
Notes, so long as any amounts remain unpaid with respect to the Class A Notes,
only the Indenture Trustee for the Class A Noteholders shall be entitled to
waive any Event of Default or Servicer Default or exercise any remedies under
this Indenture.

         (c)      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 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) or (b), 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


                                       34
<PAGE>


         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 Trustee from such
         proceeds) will be treated as collections and deposited into the
         Collection Account by the Indenture Trustee for distribution to the
         Noteholders 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 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.

         (d)      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(c)) 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(c)) 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 51% of the Outstanding Amount of the
Class A Notes so long as any amounts remain unpaid with respect 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 Trustee from such proceeds)
will be treated as collections and deposited into the Collection Account by the
Indenture Trustee for distribution to the Noteholders 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 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


                                       35
<PAGE>


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(c)(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 51% 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 and
the Noteholders that there be at all times sufficient funds for the payment of
any obligations under the Interest Rate Swap Agreement to the Swap Counterparty
and principal of and interest on the Notes, 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 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


                                       36
<PAGE>


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
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 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 or to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Indenture Trustee or by
the Noteholders, as the case may be.

         SECTION 5.11    CONTROL BY NOTEHOLDERS. The Holders of at least 51% 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.


                                       37
<PAGE>


         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 51% of the Outstanding Amount of the Class A
Notes (acting together as a single Class), without the consent of the Holder of
the Certificate (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, Principal Distribution
Account, Payahead Account or Reserve Fund, or (b) Default in respect of a
covenant or provision hereof that cannot 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, 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 made 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 for
the enforcement of the payment of principal of or interest on any Note on or
after the respective due dates expressed in such 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,


                                       38
<PAGE>


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 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 and the Swap Counterparty, as
applicable, of each of their obligations to the Issuer under or in connection
with the Sale and Servicing 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 to the extent and in the manner directed by the Indenture
Trustee, including the transmission of notices of default on the part of the
Seller or the Servicer thereunder and the institution of legal or administrative
actions or proceedings to compel or secure performance by the Seller or the
Servicer of each of their respective obligations under the Sale and Servicing
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 or the Swap Counterparty under or
in connection with the Sale and Servicing 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 Administration
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.


                                      39
<PAGE>


                                           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
         51% 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


                                      40
<PAGE>


         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 or
         the Sale and Servicing Agreement, or to institute, conduct or defend
         any litigation under this Indenture, or in relation to this Indenture
         or the Sale and Servicing Agreement, at the request, order or direction
         of any of the Noteholders pursuant to the provisions of this Indenture
         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;


                                      41
<PAGE>


                  (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 the 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 or
of the Notes or the Interest Rate Swap Agreement (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. 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 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 Noteholders under this Indenture or to the Swap Counterparty
under the Interest Rate Swap Agreement,


                                      42
<PAGE>


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 or 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 Notes or the Certificate or assignment thereof against the
institution serving as the Indenture Trustee in its individual capacity. The
Indenture Trustee shall not have any personal obligation, liability or duty
whatsoever to any Noteholder, 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.

         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


                                       43
<PAGE>


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) incurred 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 by 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 payment obligations to the Indenture Trustee
pursuant to this Section shall survive the discharge of this Indenture. 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


                                       44
<PAGE>


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 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


                                       45
<PAGE>
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


                                       46
<PAGE>


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    [RESERVED]

         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-2 Notes,
the Class A-3 Notes and the Class A-4 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 51% of the Outstanding Amount of the Class A-2 Notes, the
         Class A-3 Notes and the 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 bankruptcy of the Issuer or the Swap Counterparty or (ii)
         because the Issuer or the Swap Counterparty becomes


                                       47
<PAGE>


         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 clarifies
         any term or provisions, corrects any inconsistency, cures any
         ambiguity, or corrects 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 such
         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.


                                       48
<PAGE>


         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.


                                       49
<PAGE>


         SECTION 7.04    REPORTS BY INDENTURE TRUSTEE. If required by TIA
Section 313(a), within 60 days after each March 31 beginning with 2001, 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 claim 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 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].


                                       50
<PAGE>


         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 Agreement, 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


                                       51
<PAGE>

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 Investments 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 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) and 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


                                       52
<PAGE>


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 any 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 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


                                  53
<PAGE>


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 51% 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 would be adversely affected by any supplemental indenture and any such
determination shall be conclusive upon the Holders of all Notes, 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 Swap Counterparty 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


                                     54
<PAGE>


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 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


                                   55
<PAGE>


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 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 them
pursuant to the Interest Rate Swap 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


                                    56
<PAGE>


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 therein 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 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 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


                                   57
<PAGE>


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
Trustee 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 less
         than one percent of the Outstanding Amount of the Notes.


                                     58
<PAGE>


                  (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
should 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


                                    59
<PAGE>


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 2001-B Owner
Trust, 19001 South Western Avenue, Torrance, California 90509, Attention:
Treasury Department, Vice President, Treasury, 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: Standard & Poor's Ratings
Group, 26 Broadway (15th Floor), New York, New York 10004, 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.


                                   60
<PAGE>


         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
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.


                                     61
<PAGE>


         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 or the Certificate or the rights of the Holders
thereof.

         SECTION 11.11    BENEFITS OF INDENTURE. Nothing in this Indenture or in
the Notes, 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 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
Issuer, the Owner Trustee or the Indenture Trustee on the Interest Rate Swap
Agreement, the Notes 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,


                                   62
<PAGE>


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 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.
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 except to the extent that the Indenture Trustee may
reasonably determine that such disclosure is consistent with its obligations
hereunder.

                                       63

<PAGE>

         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 2001-B
                                            OWNER TRUST

                                            By:  FIRST UNION TRUST COMPANY,
                                                 NATIONAL ASSOCIATION, not in
                                                 its individual capacity but
                                                 solely as Owner Trustee

                                            By:    /s/ Sterling C. Correia
                                                   ----------------------------
                                                   Name: Sterling C. Correia
                                                   Title: Vice President


                                            WELLS FARGO BANK MINNESOTA, NATIONAL
                                            ASSOCIATION,
                                                  not in its individual capacity
                                                  but solely as Indenture
                                                  Trustee and Securities
                                                  Intermediary

                                            By:    /s/ Marianna Stershic
                                                   -----------------------------
                                                   Name: Marianna Stershic
                                                   Title: Vice President

                                       S-1

<PAGE>

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 FIRST UNION
TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but as
Owner Trustee of the TOYOTA AUTO RECEIVABLES 2001-B OWNER TRUST, a Delaware
business trust, and that such person executed the same as the act of said
business trust for the purpose and consideration therein expressed, and in
the capacities therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this __st day of May, 2001.

                             __________________________________________________
                             Notary Public in and for the State of ____________

(Seal)

My commission expires:

____________________________

<PAGE>

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 WELLS FARGO BANK
MINNESOTA, NATIONAL ASSOCIATION, not in its individual capacity but as
Indenture Trustee and Securities Intermediary in connection with the Toyota
Auto Receivables 2001-B Owner Trust, a Delaware business trust, and that such
person executed the same as the act of said business trust for the purpose
and consideration therein expressed, and in the capacities therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this __st day of May, 2001.

                             __________________________________________________
                             Notary Public in and for the State of ____________


(Seal)

My commission expires:

____________________________


<PAGE>


                                   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 RULE 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.

                                     A-1-1

<PAGE>

No. 1                                                         $417,840,000.00

                TOYOTA AUTO RECEIVABLES 2001-B OWNER TRUST

                    CLASS A-1 4.300% ASSET BACKED NOTES

         Toyota Auto Receivables 2001-B Owner Trust, a business 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
TOYOTA MOTOR CREDIT CORPORATION, or registered assigns, the principal sum of
FOUR HUNDRED SEVENTEEN MILLION, EIGHT HUNDRED FORTY THOUSAND DOLLARS
($417,840,000.00) payable on each Payment Date in an amount equal to the
result obtained by multiplying (i) a fraction the numerator of which is
$417,840,000.00 and the denominator of which is $417,840,000.00 by (ii) the
aggregate amount, if any, payable from the Collection Account or Principal
Distribution Account in respect of principal on the Class A-1 Notes pursuant
to Section 3.01 of the Indenture dated as of April 1, 2001, between the
Issuer and Wells Fargo Bank Minnesota, National Association, a national
banking association, as Indenture Trustee (the "Indenture Trustee") and
Sections 5.06(c) and 5.06(d) of the Sale and Servicing Agreement dated as of
April 1, 2001, 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 May 2002 (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.

                                     A-1-2

<PAGE>

         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.

                                     A-1-3

<PAGE>


         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:  May 15, 2001

                                       TOYOTA AUTO RECEIVABLES 2001-B
                                       OWNER TRUST

                                       By:  FIRST UNION TRUST COMPANY,
                                       NATIONAL ASSOCIATION
                                              not in its individual capacity but
                                              solely as Owner Trustee under the
                                              Trust Agreement,



                                       By:
                                           -------------------------------------
                                              Authorized Signatory


                                     A-1-4

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Date:  May 15, 2001

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION,
                                           not in its individual capacity
                                           but solely as Indenture Trustee,

                                       By:
                                          ------------------------------------
                                             Authorized Signatory


                                     A-1-5

<PAGE>

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 4.300% 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
fifteenth day of each month, or, if any such date is not a Business Day, the
next succeeding Business Day, commencing June 15, 2001.

         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 51% 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 Events with respect to TAFR LLC. All principal payments on
the Class A-1 Notes shall be made pro rata to the Class A-1 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 by check mailed first-class
postage prepaid to such Person's address as it appears on the Note Register
on such Record Date or 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 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-1 Rate to the extent lawful.

                                     A-1-6

<PAGE>


         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


                                      A-1-7
<PAGE>


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 conclusive 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.


                                     A-1-8
<PAGE>


                                   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.


                                     A-1-9
<PAGE>

                                    EXHIBIT A-2

                CLASS A-2 NOTE, CLASS A-3 NOTE 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.


                                     A-2-1
<PAGE>


No. [______]                                                    $[_____________]
                                                     CUSIP No. [_______________]
                                                    ISIN No. : [_______________]

                   TOYOTA AUTO RECEIVABLES 2001-B OWNER TRUST

             CLASS [A-2][A-3][A-4] FLOATING RATE ASSET BACKED NOTES

         Toyota Auto Receivables 2001-B Owner Trust, a business 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 CEDE & CO., 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 or
Principal Distribution Account in respect of principal on the [Class A-2][Class
A-3][Class A-4] Notes pursuant to Section 3.01 of the Indenture dated as of
April 1, 2001, between the Issuer and Wells Fargo Bank Minnesota, National
Association, a national banking association, as Indenture Trustee (the
"Indenture Trustee") and Sections 5.06(c) and 5.06(d) of the Sale and Servicing
Agreement dated as of April 1, 2001, 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 [__________]
20[__] (the "[Class A-2][Class A-3][Class 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 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, the
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.


                                     A-2-2
<PAGE>


         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.


                                     A-2-3
<PAGE>


         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:  May 15, 2001

                         TOYOTA AUTO RECEIVABLES 2001-B
                         OWNER TRUST

                         By:  FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION
                                  not in its individual capacity but
                                  solely as Owner Trustee under the
                                  Trust Agreement,


                         By:
                           --------------------------------------------------
                                  Authorized Signatory


                                     A-2-4
<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Date:  May 15, 2001

                            WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                               not in its individual capacity but solely as
                               Indenture Trustee,



                            By:
                                ------------------------------------------------
                                     Authorized Signatory


                                     A-2-5
<PAGE>


         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Floating Rate Asset Backed Notes, [Class A-2][Class A-3][Class
A-4] (herein called the "[Class [A-2][A-3][Class 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][Class A-3][Class 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][Class A-3][Class A-4] Notes will be
payable on each Payment Date in an amount described in the Indenture. "Payment
Date" means the fifteenth day of each month, or, if any such date is not a
Business Day, the next succeeding Business Day, commencing June 15, 2001.

         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 51% 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 Events with respect to
TAFR LLC. All principal payments on the [Class A-2][Class A-3][Class A-4] Notes
shall be made pro rata to the [Class A-2][Class A-3][Class A-4] 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 by check mailed first-class postage prepaid to
such Person's address as it appears on the Note Register on such Record Date or
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 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


                                     A-2-6
<PAGE>


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][Class A-3][Class 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.


                                     A-2-7
<PAGE>


         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 conclusive 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.

                                    A-2-8

<PAGE>


                                   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.

                                    A-2-9

<PAGE>


                                    EXHIBIT B

                       (Form of Note Depository Agreement)









                                    B-1-1