Prepared by MERRILL CORPORATION




EXHIBIT 4.11  


          REVOLVING LIQUIDITY NOTE AGREEMENT  


TOYOTA AUTO RECEIVABLES 2002-A OWNER TRUST

as Issuer 


and 


TOYOTA
MOTOR CREDIT CORPORATION

as Initial Holder 


Dated
as of January 29, 2002 





 

        REVOLVING
LIQUIDITY NOTE AGREEMENT (this "Agreement") dated as of January 29, 2002 (this "Agreement"), by and between TOYOTA AUTO RECEIVABLES 2002-A OWNER TRUST, a
Delaware business trust, as issuer (the "Issuer") of the revolving liquidity note (the "Revolving Liquidity Note") issued hereunder, and TOYOTA MOTOR CREDIT CORPORATION, a California corporation
("TMCC"), as the initial holder of the Revolving Liquidity Note. 


W
I T N E S S E T H: 


        WHEREAS
Toyota Auto Receivables 2002-A Owner Trust is issuing the Toyota Auto Receivables 2002-A Owner Trust $459,670,000 1.69375% Asset Backed Notes,
Class A-1, the Toyota Auto Receivables 2002-A Owner Trust $387,000,000 Floating Rate Asset Backed Notes Class A-2, the Toyota Auto Receivables
2002-A Owner Trust $429,000,000 Floating Rate Asset Backed Notes, Class A-3 and the Toyota Auto Receivables 2002-A Owner Trust $234,932,000 4.00% Asset
Backed Notes Class A-4 (collectively, the "Notes") pursuant to the Indenture dated as of January 1, 2002 (as amended and supplemented from time to time, the "Indenture"),
between the Issuer and the Indenture Trustee; 


        WHEREAS
the Issuer desires to enter into a credit and liquidity enhancement arrangement that will provide funding for certain required payments of principal and interest on the Notes in
the event that Available Collections and any amounts on deposit in the Reserve Account that are available to be paid in respect thereof to Noteholders on any Payment Date are insufficient to fund such
payments; 


        WHEREAS
TMCC is willing to provide such credit and liquidity enhancement on the terms described herein against delivery to it of the Revolving Liquidity Note evidencing the obligation of
the Issuer to repay amounts so funded on the terms set forth herein and in the Revolving Liquidity Note; 


        NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows: 


Article
I
 Definitions  


        Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Sale and Servicing Agreement dated as of January 1,
2002, among the Issuer, Toyota Motor Credit Corporation ("TMCC"), as servicer, and TAFR LLC, as seller (the "Sale and Servicing Agreement"). 


Article
II
 Funding by Holder of Revolving Liquidity Note  


        Section 2.1    General Funding Obligation.    Pursuant to Section 5.06(b) of the Sale
and Servicing Agreement, on each Determination Date, the Servicer shall calculate the amount, if any, by which the amounts to
be distributed in respect of interest on or principal of the Notes pursuant to Sections 5.06(c)(ii) and (iii) or 5.06(d)(ii) or (iii) of the Sale and Servicing Agreement
exceed the amount of Available Collections that will be available to make such payments and will determine whether amounts on deposit in the Reserve Account, if any, that are available therefor will
be sufficient to fund such payments on the related Payment Date. If, in accordance with the Sale and Servicing Agreement, the Servicer notifies the Indenture Trustee on behalf of the Issuer that it
has determined that Available Collections and amounts on deposit in the Reserve Account that will be available to make such payments will be insufficient therefor, then the Indenture Trustee on behalf
of the Issuer will have the right to request the holder of the Revolving Liquidity Note (the "Holder") to fund such shortfall (such request, or any request for funding described in Section 2.2
hereof, a "Draw"); provided that the Holder will not be obligated to fund any such shortfall to the extent that the aggregate of the amounts funded by it hereunder and not previously repaid equals or
exceeds $7,786,611 (the parties hereto 


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agreeing that interest accrued on the Revolving Liquidity Note as described herein will not be considered an amount funded by the Holder for purposes of such calculation). The "Undrawn Amount" of the
Revolving Liquidity Note is an amount equal to $7,786,611 less an amount equal to the aggregate of all amounts funded pursuant to any previous Draw Requests (as defined in Section 2.3) that
have not yet been repaid pursuant to Section 2.4 (the parties hereto agreeing that interest accrued on the Revolving Liquidity Note as described herein will not be considered an amount funded
by the Holder for purposes of such calculation, and any amount paid in respect of such accrued interest will not be considered to increase the Undrawn Amount). 


        Section
2.2.    Additional Funding Obligations.    If at any time prior to the Final Payment Date either
(i) the short-term unsecured debt rating of TMCC falls below P-1 by Moody's or A-1+ by S&P (or in either case, such lower ratings as may be permitted by
Moody's and S&P), or (ii) the Holder fails to fund the amount specified in any Draw Request prepared and submitted to the Holder in accordance with Sections 2.1 and 2.3 of this Agreement, then
the Indenture Trustee on behalf of the Issuer will have the right to request that the entire Undrawn Amount of the Revolving Liquidity Note be funded. To the extent the entire Undrawn Amount is fully
funded pursuant to this Section 2.2, the Undrawn Amount shall be reduced to zero and shall no longer be subject to draws. 


        Section
2.3    Draw Mechanics.    Not fewer than two Business Days prior to the relevant Payment Date, in the case of
a Draw described in Section 2.1, and on any Business Day, in the case of a Draw described in Section 2.2, the Issuer, by action of the Indenture Trustee or of the Administrator on behalf
of the Indenture Trustee (following the assignment of this Agreement to the Indenture Trustee pursuant to Section 2.5 and until the Indenture terminates in accordance with its provisions), may
deliver a written request (each such request, a "Draw Request") for funds in the amount of the shortfall described in Section 2.1 or the entire Undrawn Amount in the case of a Draw pursuant to
Section 2.2. Any such Draw Request may be delivered by facsimile transmission and hard copy to: Toyota Motor Credit Corporation, (310) 468-5715, Attn: Vice President,
Treasury, Re: Toyota Auto Receivables 2002-A Owner Trust Revolving Liquidity Note Draw Request. Not later than 2:00 p.m. on the Business Day following delivery of any Draw Request,
the Holder will fund the indicated draw by wire transfer of immediately available funds to the following account: 


Wells
Fargo Bank Minnesota, N.A.

ABA: 091000019

Acct: 0001038377

Acct Name: Wells Fargo Corporate Trust

For further credit: Acct #12195501 Toyota 02-A Collection Acct

Attn: ABS Admin (612) 667-8058 


        Section
2.4.    Repayment of Funded Draws.    Subject to the following sentences, the Issuer is obligated to repay all
funded Draws together with interest accrued on the daily outstanding balance of all funded Draws from the date made until the date all funded Draws are repaid at 4.419% per annum, calculated daily on
the basis of a year of 365 or 366 days, as applicable. The parties hereto (and the assignees and third-party beneficiaries hereof, by accepting the assignment of this Agreement as contemplated
in Section 2.5 hereof) agree that Draws will be repaid in part or in whole on any each succeeding Payment Date on which amounts are available therefor in accordance with the provisions of
Section 5.06(c)(v) or 5.06(d)(iv) of the Sale and Servicing Agreement, and interest accrued on the daily outstanding amount of funded Draws will be payable on and after the
Payment Date on which all funded Draws are repaid and on which amounts are available therefore in accordance with the provisions of Section 5.06(c)(vi) or 5.06(d)(v) of the Sale
and Servicing Agreement. Payments to the Holder in respect of funded Draws or accrued interest will be made either by (i) netting by TMCC of amounts that would be repayable on any Payment Date
to the extent amounts would be available therefor in accordance with the provisions of Section 5.06(c)(v) and (vi) or 5.06(d)(iv) and (v) of the 


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Sale and Servicing Agreement against amounts it is otherwise required to deposit into the Collection Account in its capacity as Servicer in accordance with Section 5.04(f) of the Sale and
Servicing Agreement, or by wire transfer of immediately available funds to the following account: 


Bank
of America, Concord, California

ABA No. 121-000-358

A/C No. 12351-07564

A/C Toyota Motor Credit Corporation 


        Notwithstanding
the foregoing, if following liquidation of the Owner Trust Estate pursuant to Article IX of the Indenture the Trust has insufficient funds to make required
payments to the Holder of the Revolving Liquidity Note pursuant to Article V of the Sale and Servicing Agreement, then all amounts due under the Revolving Liquidity Note will be deemed to have
been paid in full and this Agreement shall terminate with no further payment owing from the Trust. 


        Section
2.5.    Assignment; Third Party Beneficiaries.    The parties hereto acknowledge and agree that the right to
receive amounts funded by the Holder under the Revolving Liquidity Note and all other rights of the Issuer under this Agreement will be assigned by the Issuer to the Indenture Trustee pursuant to the
Indenture for the benefit of the Noteholders, and that the Indenture Trustee, on behalf of the Noteholders, and such Noteholders, are intended to be third-party beneficiaries of this Agreement from
and after such assignment and until the Indenture is terminated in accordance with its terms. In addition, the Holder expressly acknowledges that, pursuant to the Indenture, the Indenture Trustee will
exercise its right to request funds hereunder in every circumstance when such request may be made in accordance with the terms of this Agreement. Nothing in this Agreement or in the Revolving
Liquidity Note, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim under or in respect of this Agreement or the Revolving
Liquidity Note, or any covenants, conditions or provisions contained herein or therein. 


Article
III
 Revolving Liquidity Note  


        Section 3.1.    Issuance of Revolving Liquidity Note.    On the date hereof, the Issuer will
execute and deliver to the Holder a physical certificate evidencing the Revolving Liquidity Note, substantially in the form of Exhibit A hereto. Each Revolving Liquidity Note issued hereunder
will evidence the repayment obligations of the Issuer set forth in Section 2.4 hereof and the funding obligations of the Holder thereof set forth in Section 2.1 and 2.2 hereof, and will
be dated the date of its issuance. 


        Section
3.2.    Terms.    Upon issuance, the Undrawn Amount of the Revolving Liquidity Note shall be $7,786,611. The
Undrawn Amount will be reduced by the amount of each Draw funded by the Holder, and increased by amounts repaid to the Holder pursuant to Section 2.4 up to a maximum of $7,786,611, excluding
interest paid on the Revolving Liquidity Note. Interest will accrue on the average daily outstanding excess of $7,786,611 over the Undrawn Amount from and including the date of any Draw to but
excluding the date on which the Undrawn Amount is reduced to zero. Although the Revolving Liquidity Note is secured by the Owner Trust Estate, all payments in respect of funded Draws and interest
accrued thereon shall be fully subordinated to required payments to the Noteholders and to required deposits into the Reserve Account as set forth in the Sale and Servicing Agreement. 


        Section
3.3.    Transfer.    Prior to the termination of the Indenture, the Holder may not transfer, assign or convey
the Revolving Liquidity Note or this Agreement unless: (i) the purported transferee, assignee or recipient of such conveyance has executed a written agreement to be bound by all of the terms
and provisions of this Agreement; (ii) such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material 


4





 




respect the interests of any Noteholder or Certificateholder; and (iii) the Indenture Trustee (x) has received a letter from Standard & Poor's to the effect that
Standard & Poor's will not qualify, reduce or withdraw the rating it has currently assigned to any Class of Notes as a result of such transfer, assignment or conveyance and (y) has
provided Moody's with 10 days prior written notice of such intended transfer, assignment or conveyance and Moody's shall not have notified the Indenture Trustee that such transfer, assignment
or conveyance might or would result in the qualification, reduction or withdrawal of the rating it has currently assigned to any Class of Notes. The Revolving Liquidity Note may not be transferred,
assigned or conveyed in part; any transfer, conveyance or assignment must be in respect of 100% of the Revolving Liquidity Note. The Issuer (or the Administrator on behalf of the Issuer) will maintain
a register in which it will record the name and contact information for each Holder. No transfer, assignment or conveyance of the Revolving Liquidity Note will be effective prior
to notice to the Issuer and the Indenture Trustee and recordation by the Issuer (or the Administrator on behalf of the Issuer) thereof in such register. 


        Section
3.4.    No Set-Off.    Without affecting the provisions of this Agreement requiring the
calculation of payment amounts, all payments under this Agreement will be made without set-off or counterclaims against payments to or from the Swap Counterparty under the Interest Rate
Swap Agreement or other Basic Documents or payments owing to the Servicer under the Basic Documents, and the parties hereto waive any right of set-off or counterclaim that any such party
may have at law or equity. 


Article
IV
 Miscellaneous Provisions  


        Section 4.1.    Fees and Expenses.    No party shall receive fees or expenses in connection
with this Agreement. 


        Section
4.2.    Assignment by Issuer.    The Holder hereby acknowledges and consents to any mortgage, pledge,
assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer to and/or
the assignment of any or all of the Issuer's rights and obligations hereunder to the Indenture Trustee. 


        Section
4.3.    Amendment.    Prior to the termination of the Indenture, this Agreement may be amended by the Issuer
and the Holder, with the consent of the Indenture Trustee, but without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in
this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the
Noteholders or the Certificateholder; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel delivered to the
Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholder, and (ii) the Indenture Trustee (x) has received a letter from
Standard & Poor's to the effect that Standard & Poor's will not qualify, reduce or withdraw the rating it has currently assigned to any Class of Notes as a result of such amendment and
(y) has provided Moody's with 10 days prior written notice of such amendment and Moody's shall not have notified the Indenture Trustee that such amendment might or would result in the
qualification, reduction or withdrawal of the rating it has currently assigned to any Class of Notes. After the termination of the Indenture, this Agreement may be amended in writing by the Issuer and
the Holder without notice to or consent of any other Person. 


        Section
4.4.    Notices.    All demands, notices, communications and instructions upon or to the Issuer, the initial
Holder, the Owner Trustee, the Indenture Trustee or the Rating Agencies under this Agreement shall be in writing, personally delivered or mailed by certified mail, return receipt requested, and shall
be deemed to have been duly given upon receipt (a) in the case of the initial 


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Holder, to Toyota Motor Credit Corporation, 19001 S. Western Avenue, Torrance, California 90509, Attention: Vice President, Treasury, (310) 468-4001, (b) in the case of the
Issuer or the Owner Trustee, at the Corporate Trust Office (as defined in the Trust Agreement), (c) in the case of the Indenture Trustee, at the Corporate Trust Office specified in the
Indenture, (d) in the case of Moody's, to Moody's Investors Service, Inc., ABS Monitoring Department, 99 Church Street, New York, New York 10007, (f) in the case of
Standard & Poor's, to Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, 55 Water Street, New York, New York 10041, Attention of Asset Backed
Surveillance Department; or, as to each of the foregoing, at such other address as shall be designated by written notice to the other parties. 


        Section
4.5.    Holder's Nonpetition Covenant.    


        Notwithstanding
any prior termination of this Agreement, the Holder will not, prior to the date which is one year and one day after the termination of this Agreement with respect to the
Issuer or Seller, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the
Issuer or Seller under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the
Issuer or Seller or any substantial part of the property of either of them, or ordering the winding up or liquidation of the affairs of the Issuer or Seller. 


        Section
4.6.    No Proceedings.    There is no action, suit or proceeding before or by any court or governmental
agency or body, domestic or foreign, now pending, or to the Holder's knowledge, threatened, against or affecting the Holder: (i) asserting the invalidity of this Agreement or the Revolving
Liquidity Note, (ii) seeking to prevent the issuance of the Revolving Liquidity Note or the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any
determination or ruling that might materially and adversely affect the performance by the Holder of its obligations under, or the validity or enforceability of, this Agreement, or (iv) relating
to the Holder and which might adversely affect the federal income tax attributes of the Issuer or the Revolving Liquidity Note. 


        Section
4.7.    Severability.    Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 


        Section
4.8.    Termination.    This Agreement shall terminate upon the termination of the Amended and Restated Trust
Agreement pursuant to Article IX of the Amended and Restated Trust Agreement. 


        Section
4.9.    Separate Counterparts.    This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 


        Section
4.10.    Headings.    The headings of the various Articles and Sections herein are for convenience of
reference only and shall not define or limit any of the terms or provisions hereof. 


        Section
4.11.    Limitation on Liability.    Notwithstanding anything contained herein to the contrary, this Agreement
has been countersigned by First Union Trust Company, National Association, not in its individual capacity, but solely in its capacity as Owner Trustee on behalf of the Issuer. In no event shall First
Union Trust Company, National Association in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in
any of the certificates, notices or agreements delivered by the Holder, or prepared by the Holder for delivery by the Owner Trustee on behalf of the Issuer, pursuant hereto, as to all of which
recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of its 


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duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Articles VI, VII and VIII of the Trust Agreement. 


        Section
4.12.    Governing Law.    This Agreement shall be construed in accordance with the laws of the State of
California, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 


[Remainder of this page intentionally left blank]  


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        IN WITNESS WHEREOF, the Issuer and the initial Holder have caused this Agreement to be duly executed by their respective officers as of the day and year first
above written. 



	 	 	TOYOTA AUTO RECEIVABLES 2002-A OWNER TRUST, as Issuer
	

 	
 	

By:	
 	

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

 	
 	

By:	
 	

/s/  STERLING C. CORREIA      

	 	 	 	 	Name: Sterling C. Correia

Title: Vice President
	

 	
 	
TOYOTA MOTOR CREDIT CORPORATION, as Holder
	

 	
 	

By:	
 	

/s/  GEORGE E. BORST      

	 	 	 	 	Name: George E. Borst

Title: President and Chief Executive Officer






8






   EXHIBIT A  


 FORM OF REVOLVING LIQUIDITY NOTE  


        THIS REVOLVING LIQUIDITY NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN RELIANCE ON EXEMPTIONS PROVIDED BY THE 1933 ACT AND SUCH STATE OR FOREIGN SECURITIES LAWS. NO RESALE OR OTHER TRANSFER OF THIS REVOLVING
LIQUIDITY NOTE SHALL BE MADE EXCEPT IN COMPLIANCE WITH SECTION 3.3 OF THE REVOLVING LIQUIDITY NOTE AGREEMENT AND EITHER (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR
(ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS. 


        THE
PRINCIPAL OF THIS REVOLVING LIQUIDITY NOTE IS PAYABLE SOLELY FROM FUNDS AVAILABLE THEREFOR PURSUANT TO ARTICLE V OF THE SALE AND SERVICING AGREEMENT REFERRED TO HEREIN. THE HOLDER
HEREOF IS REQUIRED TO FUND CERTAIN DRAWS REQUESTED BY THE ISSUER HEREOF (OR BY CERTAIN OTHER PERSONS REFERRED TO HEREIN) UP TO A MAXIMUM PRINCIPAL AMOUNT OUTSTANDING AT ANY TIME OF $7,786,611. THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS REVOLVING LIQUIDITY NOTE AT ANY TIME MAY BE LESS THAN SUCH MAXIMUM AMOUNT. REPAYMENT OF THE OUTSTANDING PRINCIPAL AMOUNT OF THIS REVOLVING LIQUIDITY NOTE, AND OF
INTEREST ACCRUED HEREON, IS SUBJECT TO THE AVAILABILITY OF FUNDS FOR SUCH PURPOSE AS SET FORTH IN ARTICLE V OF THE SALE AND SERVICING AGREEMENT REFERRED TO HEREIN, AND IS FULLY SUBORDINATED TO THE
PAYMENT OF INTEREST ON AND PRINCIPAL OF CERTAIN OTHER SECURITIES ISSUED BY THE ISSUER HEREOF AND TO THE DEPOSIT INTO THE RESERVE ACCOUNT REFERRED TO HEREIN OF AMOUNTS REQUIRED TO BE DEPOSITED THEREIN. 


        THIS
REVOLVING LIQUIDITY NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA AUTO FINANCE RECEIVALBES
LLC, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. 



        THIS
REVOLVING LIQUIDITY NOTE, OR A BENEFICIAL INTEREST HEREIN, MAY NOT BE TRANSFERRED UNLESS THE TRUSTEE HAS RECEIVED (I) A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SUBJECT TO SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN DEFINED IN SECTION 3(32) OF ERISA OR SECTION 414(d) OF THE CODE SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A "BENEFIT PLAN") AND IS NOT AN ENTITY, INCLUDING AN INSURANCE COMPANY SEPARATE ACCOUNT OR AN INSURANCE COMPANY GENERAL
ACCOUNT IF THE ASSETS IN ANY SUCH ACCOUNTS CONSTITUTE "PLAN ASSETS" FOR PURPOSES OF REGULATION SECTION 2510.3-101 OF ERISA, WHOSE UNDERLYING ASSETS INCLUDE BENEFIT PLAN ASSETS BY REASON OF
A BENEFIT PLAN'S INVESTMENT IN THE ENTITY AND (II) A CERTIFICATE TO THE EFFECT THAT IF THE TRANSFEREE IS A PARTNERSHIP, GRANTOR TRUST OR S CORPORATION FOR FEDERAL INCOME TAX PURPOSES (A
"FLOW-THROUGH ENTITY"), ANY REVOLVING 


Exhibit A-1





 




LIQUIDITY NOTES OWNED BY SUCH FLOW-THROUGH ENTITY WILL REPRESENT LESS THAN 50% OF THE VALUE OF ALL THE ASSETS OWNED BY SUCH FLOW-THROUGH ENTITY AND NO SPECIAL ALLOCATION OF
INCOME, GAIN, LOSS, DEDUCTION OR CREDIT FROM SUCH REVOLVING LIQUIDITY NOTES WILL BE MADE AMONG THE BENEFICIAL OWNERS OF SUCH FLOW-THROUGH ENTITY. 


        IN
ADDITION, NO RESALE OR OTHER TRANSFER OF THIS REVOLVING LIQUIDITY NOTE OR ANY INTEREST THEREIN SHALL BE PERMITTED UNLESS IMMEDIATELY AFTER GIVING EFFECT TO SUCH RESALE OR OTHER
TRANSFER, THERE WOULD BE FEWER THAN 100 REVOLVING LIQUIDITY NOTEHOLDERS. 


Exhibit A-2





 

TOYOTA AUTO RECEIVABLES OWNER TRUST 2002-A 


REVOLVING
LIQUIDITY NOTE 


Representing
a

Maximum Amount of Funded Draws

outstanding at any time not to exceed

$7,786,611 


        This
certifies that TOYOTA MOTOR CREDIT CORPORATION (the "Holder") is the registered owner of this Revolving Liquidity Note representing the right to receive the payment of certain Draws
funded as described in the Revolving Liquidity Note Agreement (the "Revolving Liquidity Note Agreement") dated as of January 29, 2002, between Toyota Auto Receivables Owner Trust
2002-A, as issuer (the "Issuer") and Toyota Motor Credit Corporation as initial holder hereof. Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto
in the Revolving Liquidity Note Agreement and in the Sale and Servicing Agreement dated as of January 1, 2002, among the Issuer, Toyota Motor Credit Corporation ("TMCC"), as servicer, and TAFR
LLC, as seller (the "Sale and Servicing Agreement"). 


        This
Revolving Liquidity Note represents a 100% undivided interest in the right of the Holder to receive repayment in full of the aggregate amount of funded Draws and interest accrued
thereon as and to the extent such amounts are payable in accordance with the Revolving Liquidity Note Agreement. All of the provisions of the Revolving Liquidity Note Agreement and Sale and Servicing
Agreement are incorporated by reference and comprise integral parts of this Revolving Liquidity Note. The following summary of certain provisions thereof is not and does not purport to be complete. By
its acceptance hereof, the holder of this Revolving Liquidity Note (the "Holder") assents to and is bound by the terms, provisions and conditions of the Revolving Liquidity Note Agreement, including
the provisions thereof (i) setting forth the obligation of the Holder of this Revolving Liquidity Note to fund Draws as and when properly requested pursuant to Article II thereof,
(ii) specifying that this Revolving Liquidity Note is secured only by certain assets of the Issuer and is payable only from certain collections in respect thereof that are available for such
purpose in accordance with the priority of payments set forth in Article V of the Sale and Servicing Agreement, and (iii) specifying that all payments in respect of funded Draws and
interest accrued thereon shall be fully subordinated to required payments to the holders of certain other securities issued by the Issuer and to required deposits into a specified reserve account
established for the benefit of the holders of such other securities in accordance with the Sale and Servicing Agreement. 


        The
"Undrawn Amount" of the Revolving Liquidity Note is an amount equal to $7,786,611 less an amount equal to the aggregate of all amounts funded pursuant to any previous Draw Requests
that have not yet been repaid pursuant to Section 2.4 of the Revolving Liquidity Note Agreement, and increased by amounts repaid to the Holder pursuant to Section 2.4 of the Revolving
Liquidity Note Agreement up to a maximum of $7,786,611 (interest accrued on the Revolving Liquidity Note not being considered an amount funded by the Holder for purposes of such calculation, and any
amount paid in respect of such accrued interest will not be considered to increase the Undrawn Amount). To the extent the entire Undrawn Amount is fully funded pursuant to Section 2.2 of the
Revolving Liquidity Note Agreement, the Undrawn Amount shall be reduced to zero and shall no longer be subject to draws. Interest will accrue on the average daily outstanding excess of $7,786,611 over
the Undrawn Amount from and including the date of any Draw to but excluding the date on which the Undrawn Amount is reduced to zero at 4.419% per annum, calculated daily on the basis of a year of 365
or 366 days, as applicable. 


        Subject
to the more detailed provisions concerning payments to be made to the Holder of the Revolving Liquidity Note set forth in the Revolving Liquidity Note Agreement and the Sale and 


Exhibit A-3





 




Servicing Agreement, generally, repayment of Draws previously funded by the (or a) Holder of the Revolving Liquidity Note, and interest accrued thereon as described below, will be made on the
15th day of each calendar month, or if such day is not a Business Day, then on the next succeeding Business
Day, to the extent funds are available therefor. Notwithstanding the foregoing, if following liquidation of the Owner Trust Estate pursuant to Article IX of the Indenture the Trust has
insufficient funds to make required payments to the Holder of the Revolving Liquidity Note pursuant to Article V of the Sale and Servicing Agreement, then all amounts due under the Revolving
Liquidity Note will be deemed to have been paid in full and this Agreement shall terminate with no further payment owing from the Trust. 


        Prior
to the termination of the Indenture, this Agreement may be amended by the Issuer and the Holder, with the consent of the Indenture Trustee, but without the consent of any of the
Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided,
however, that (i) such action shall not, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee, adversely affect in any material respect the interests
of any Noteholder or Certificateholder, and (ii) the Indenture Trustee (x) has received a letter from Standard & Poor's to the effect that Standard & Poor's will not
qualify, reduce or withdraw the rating it has currently assigned to any Class of Notes as a result of such amendment and (y) has provided Moody's with 10 days prior written notice of
such amendment and Moody's shall not have notified the Indenture Trustee that such amendment might or would result in the qualification, reduction or withdrawal of the rating it has currently assigned
to any Class of Notes. After the termination of the Indenture, this Agreement may be amended in writing by the Issuer and the Holder without notice to or consent of any other Person. 



        Prior
to the termination of the Indenture, the Holder may not transfer, assign or convey this Revolving Liquidity Note or the Revolving Liquidity Note Agreement unless: (i) the
purported transferee, assignee or recipient of such conveyance has executed a written agreement to be bound by all of the terms and provisions of the Revolving Liquidity Note Agreement;
(ii) such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any
Noteholder or Certificateholder; and (iii) the Indenture Trustee (x) has received a letter from Standard & Poor's to the effect that Standard & Poor's will not qualify,
reduce or withdraw the rating it has currently assigned to any Class of Notes as a result of such transfer, assignment or conveyance and (y) has provided Moody's with 10 days prior
written notice of such intended transfer, assignment or conveyance and Moody's shall not have notified the Indenture Trustee that such transfer, assignment or conveyance might or would result in the
qualification, reduction or withdrawal of the rating it has currently assigned to any Class of Notes. The Revolving Liquidity Note may not be transferred, assigned or conveyed in part; any transfer,
conveyance or assignment must be in respect of 100% of this Revolving Liquidity Note. The Issuer (or the Administrator on behalf of the Issuer) will maintain a register in which it will record the
name and contact information for each Holder. No transfer, assignment or conveyance of this Revolving Liquidity Note will be effective prior to notice to the Issuer and the Indenture Trustee and
recordation by the Issuer (or the Administrator on behalf of the Issuer) thereof in such register. 



        No
recourse may be taken, directly or indirectly, with respect to the obligations of the Holder of this Revolving Liquidity Note under the Revolving Liquidity Note Agreement or other
writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any Certificateholder or other owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee
or the Owner Trustee in its individual capacity, any Certificateholder or other owner of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign
of the 


Exhibit A-4





 




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. 



        By
its acceptance of this Revolving Liquidity Note, the Holder agrees that it will not, prior to the date which is one year and one day after the termination of the Revolving Liquidity
Note Agreement with respect to the Issuer or Seller, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against the Issuer or Seller under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Issuer or Seller or any substantial part of the property of either of them, or ordering the winding up or liquidation of the affairs of the Issuer or
Seller. 


        THIS
REVOLVING LIQUIDITY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA. 


        IN
WITNESS WHEREOF, the Issuer has caused this Revolving Liquidity Note to be duly executed. 



	 	 	TOYOTA AUTO RECEIVABLES 2002-A

    OWNER TRUST, as Issuer
	

 	
 	

By:	
 	

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

 	
 	

By:	
 	


	 	 	 	 	Name:

Title:
	Dated: January     , 2002

	 	 	 	 




Exhibit A-5






   EXHIBIT B  


 FORM OF REVOLVING LIQUIDITY NOTE DRAW REQUEST  


Toyota Auto Receivables 2002-A Owner Trust

c/o Wells Fargo Bank Minnesota, National Association

Sixth and Marquette

MAC: N9311 161

Minneapolis, Minnesota 55479 


Toyota
Motor Credit Corporation

19001 South Western Avenue

Torrance, California 90509

Attn: Vice President, Treasury

Facsimile: (310) 468-5715 


        Re:    Toyota
Auto Receivables 2002-A Owner Trust Revolving Liquidity Note Draw Request 


Ladies
and Gentlemen: 


        This
notice confirms the Issuer's request for a draw on the Revolving Liquidity Note pursuant to Section [2.1] [2.2] of the Revolving
Liquidity Note Agreement in the principal amount of $                        . Please advance the requested drawn amount as set
forth in Section 2.3 of the Revolving Liquidity Note Agreement. 


        Please
acknowledge receipt of this notice by executing below and returning to the above-listed address. 



	 	 	 	 	Very truly yours,
	 	 	 	 	[Administrator][Indenture Trustee]
	

 	
 	

 	
 	

By:	
 	


	 	 	 	 	 	 	Name:

Title:
	ACKNOWLEDGED:	 	 	 	 
	Toyota Motor Credit Corporation	 	 	 	 
	

By:	
 	

	
 	

 	
 	

 
	 	 	Name:

Title:

	 	 	 	 




Exhibit B-1