Exhibit 4.7

  

  

  

  

  
    
 

  

  

  

  FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT

  

  

  among

  

  

  TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST,

    as Issuer,

  

  

  TOYOTA MOTOR CREDIT CORPORATION,

    as Servicer and Administrator,

  

  

  and

  

  

  [__________],

    as Asset Representations Reviewer

  

  

  Dated as of [__________], 20[__]

  

  

  

  

  

  

  
    
 

  

  

  

  
    
      
 

  

  
  TABLE OF CONTENTS

  	
          ARTICLE I

        	
          USAGE AND DEFINITIONS

        	
          1

        
	 	 	 
	
          Section 1.1.

        	
          Usage and Definitions

        	
          1

        
	
          Section 1.2.

        	
          Additional Definitions

        	
          1

        
	 	 	 
	
          ARTICLE II

        	
          ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

        	
          2

        
	 	 	 
	
          Section 2.1.

        	
          Engagement; Acceptance

        	
          2

        
	
          Section 2.2.

        	
          Confirmation of Status

        	
          2

        
	 	 	 
	
          ARTICLE III

        	
          ASSET REPRESENTATIONS REVIEW PROCESS

        	
          3

        
	 	 	 
	
          Section 3.1.

        	
          Review Notice and Identification of Review Receivables

        	
          3

        
	
          Section 3.2.

        	
          Review Materials

        	
          3

        
	
          Section 3.3.

        	
          Performance of Reviews

        	
          3

        
	
          Section 3.4.

        	
          Review Reports

        	
          4

        
	
          Section 3.5.

        	
          Review Representatives

        	
          5

        
	
          Section 3.6.

        	
          Dispute Resolution

        	
          5

        
	
          Section 3.7.

        	
          Limitations on Review Obligations

        	
          5

        
	 	 	 
	
          ARTICLE IV

        	
          ASSET REPRESENTATIONS REVIEWER

        	
          6

        
	 	 	 
	
          Section 4.1.

        	
          Representations and Warranties

        	
          6

        
	
          Section 4.2.

        	
          Covenants

        	
          7

        
	
          Section 4.3.

        	
          Fees and Expenses

        	
          7

        
	
          Section 4.4.

        	
          Limitation on Liability

        	
          8

        
	
          Section 4.5.

        	
          Indemnification by Asset Representations Reviewer

        	
          9

        
	
          Section 4.6.

        	
          Indemnification of Asset Representations Reviewer

        	
          9

        
	
          Section 4.7.

        	
          Inspections of Asset Representations Reviewer

        	
          10

        
	
          Section 4.8.

        	
          Delegation of Obligations

        	
          10

        
	
          Section 4.9.

        	
          Confidential Information

        	
          10

        
	
          Section 4.10.

        	
          Personally Identifiable Information

        	
          12

        
	 	 	 
	
          ARTICLE V

        	
          RESIGNATION AND REMOVAL; SUCCESSOR ASSET REPRESENTATIONS REVIEWER

        	
          14

        
	 	 	 
	
          Section 5.1.

        	
          Eligibility Requirements for Asset Representations Reviewer

        	
          14

        
	
          Section 5.2.

        	
          Resignation and Removal of Asset Representations Reviewer

        	
          14

        
	
          Section 5.3.

        	
          Successor Asset Representations Reviewer

        	
          15

        
	
          Section 5.4.

        	
          Merger, Consolidation or Succession

        	
          15

        
	 	 	 
	
          ARTICLE VI

        	
          OTHER AGREEMENTS

        	
          15

        
	 	 	 
	
          Section 6.1.

        	
          Independence of Asset Representations Reviewer

        	
          15

        
	
          Section 6.2.

        	
          No Petition

        	
          16

        
	
          Section 6.3.

        	
          Limitation of Liability of Owner Trustee

        	
          16

        
	
          Section 6.4.

        	
          Termination of Agreement

        	
          16

        
	 	 	 
	
          ARTICLE VII

        	
          MISCELLANEOUS PROVISIONS

        	
          16

        
	 	 	 
	
          Section 7.1.

        	
          Amendments

        	
          16

        
	
          Section 7.2.

        	
          Assignment; Benefit of Agreement; Third Party Beneficiaries

        	
          17

        


   

  
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          Section 7.3.

        	
          Notices

        	
          17

        
	
          Section 7.4.

        	
          GOVERNING LAW

        	
          17

        
	
          Section 7.5.

        	
          WAIVER OF JURY TRIAL

        	
          17

        
	
          Section 7.6.

        	
          No Waiver; Remedies

        	
          18

        
	
          Section 7.7.

        	
          Severability

        	
          18

        
	
          Section 7.8.

        	
          Headings

        	
          18

        
	
          Section 7.9.

        	
          Counterparts and Electronic Signatures

          

        	
          18

        
	
          
            
              Section 7.10.

              

            

          

        	
          
            
              Submission to Jurisdiction

                
                  
                     

                  

                

              

            

          

        	 18


  Schedule A – Review Materials

  Schedule B – Representations, Warranties and Tests

  
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    ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of [__________], 20[__] (this “Agreement”), among TOYOTA AUTO
      RECEIVABLES 20[__]-[__] OWNER TRUST, a Delaware statutory trust (the “Issuer”), TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), as servicer (in such capacity, the “Servicer”) and administrator (in such capacity, the
      “Administrator”), and [__________], a [__________] (the “Asset Representations Reviewer”).

    WITNESSETH

    WHEREAS, the Issuer desires to engage the Asset Representations Reviewer to perform reviews of certain Receivables for
      compliance with certain representations and warranties made with respect thereto; and

    WHEREAS, the Asset Representations Reviewer desires to perform such reviews of Receivables in accordance with the terms
      of this Agreement.

    NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

    ARTICLE I

      USAGE AND DEFINITIONS

    Section 1.1.     Usage and Definitions.  Capitalized terms used but not
      defined in this Agreement shall have the meanings ascribed to such terms in the Sale and Servicing Agreement.

    Section 1.2.     Additional Definitions.  The following terms have the
      meanings given below:

    “Annual Fee” has the meaning stated in Section 4.3(a).

    “Annual Period” has the meaning stated in Section 4.3(e).

    “Confidential Information” has the meaning stated in Section 4.9(b).

    “Contract” means, with respect to any Receivable, the original tangible record constituting or forming a part of
      such Receivable, or a copy or image of such original tangible record, together with (and as modified by) any correction notice issued by the Servicer to the related Obligor with respect thereto.

    “Information Recipients” has the meaning stated in Section 4.9(a).

    “Indemnified Parties” has the meaning stated in Section 4.6(a).

    “Indenture” means the Indenture, dated as of [__________], 20[__], between the Issuer and the Indenture Trustee, as the same may
      be amended, supplemented or modified from time to time.

    

    

    
      
        
 

    

    
    

    

    “Indenture Trustee” means [__________], as indenture trustee under the Indenture, and any successor thereto.

    “Issuer PII” has the meaning stated in Section 4.10(a).

    “PII” has the meaning stated in Section 4.10(a).

    “Review” means the performance by the Asset Representations Reviewer of the testing procedures for each Test and
      each Review Receivable according to Section 3.3.

    “Review Fee” has the meaning stated in Section 4.3(b).

    “Review Materials” means, for a Review and a Review Receivable, the documents and other materials listed in
      Schedule A.

    “Review Notice” means a notice delivered to the Asset Representations Reviewer by the Indenture Trustee pursuant
      to 12.02 of the Indenture.

    “Review Receivables” means those certain Receivables identified by the Servicer to the Asset Representations
      Reviewer following receipt of a Review Notice as not having been paid in full by the Obligor or purchased from the Issuer in accordance with the terms of the Basic Documents at or prior to the date of such Review Notice.

    “Review Report” means, for a Review, the report of the Asset Representations Reviewer as described in Section
      3.4.

    “Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of [__________], 20[__], among
      the Issuer, the Seller and TMCC.

    “Test” has the meaning stated in Section 3.3(a).

    “Test Complete” has the meaning stated in Section 3.3(c).

    “Test Fail” has the meaning stated in Section 3.3(a).

    “Test Pass” has the meaning stated in Section 3.3(a).

    ARTICLE II

      ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

    Section 2.1.     Engagement; Acceptance.  The Issuer hereby engages
      [__________] to act as the Asset Representations Reviewer for the Issuer.  [__________] hereby accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms set forth in this Agreement.

    Section 2.2.     Confirmation of Status.  The parties confirm that the
      Asset Representations Reviewer is not responsible for (a) reviewing the Receivables for compliance with the representations and warranties under the Basic Documents, except as described in this

    
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    Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the Basic Documents.

    ARTICLE III

      ASSET REPRESENTATIONS REVIEW PROCESS

    Section 3.1.     Review Notice and Identification of Review Receivables. 
      Within [ten] ([10]) Business Days after delivery of a Review Notice to the Asset Representations Reviewer, the Servicer will deliver a list of the Review Receivables to the Asset Representations Reviewer.  Upon receipt of a Review Notice and the
      related list of Review Receivables from the Servicer, the Asset Representations Reviewer will start a Review. Delivery of any Review Notice shall be made pursuant to Section 10.03 of the Sale and Servicing Agreement.

    Section 3.2.     Review Materials.

    (a)     Access to Review Materials.  Within sixty (60) days of the
      delivery of a Review Notice to the Asset Representations Reviewer, the Servicer will give the Asset Representations Reviewer access to the Review Materials for all of the Review Receivables in one or more of the following ways, to be determined in
      the sole discretion of the Servicer: (i) by providing access to the Servicer’s receivables systems, either remotely or at an office of the Servicer, (ii) by electronic posting to a password-protected website to which the Asset Representations
      Reviewer has access, (iii) by providing scanned copies at an office of the Servicer where the Review Materials are located or (iv) in another manner agreed to between the Servicer and the Asset Representations Reviewer.  The Servicer may redact or
      remove PII from the Review Materials, but will use commercially reasonable efforts not to change the meaning or usefulness of the Review Materials for the Review.

    (b)     Missing or Insufficient Review Materials.  The Asset
      Representations Reviewer will review the Review Materials to determine if any Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test.  If the Asset Representations Reviewer determines that there are
      missing or insufficient Review Materials, the Asset Representations Reviewer will notify the Servicer and the Administrator promptly, and in any event no less than twenty (20) Business Days before completing the Review.  The Servicer will have
      fifteen (15) Business Days to give the Asset Representations Reviewer access to the missing Review Materials or other documents or information to correct any such insufficiency.  If the missing or insufficient Review Materials or other documents or
      information have not been provided by the Servicer within such fifteen (15) Business Day period, the related Review Report will report a Test Fail for each Test in respect of which such missing or insufficient Review Materials is necessary to
      determine whether a Test Pass result is appropriate.

    Section 3.3.     Performance of Reviews.

    (a)     Test Procedures.  For a Review, the Asset Representations Reviewer
      will perform, for each Review Receivable, the procedures listed under “Tests” in Schedule B for each representation and warranty (each, a “Test”), using the Review Materials necessary to perform the procedures described for such Test in
      Schedule B.  For each Test and Review Receivable, the

    
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    Asset Representations Reviewer will determine if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied
      (a “Test Fail”).

    (b)     Review Period.  The Asset Representations Reviewer will complete
      the Review of all of the Review Receivables within sixty (60) days after having received access to the Review Materials pursuant to Section 3.2(a).  However, if additional Review Materials are provided to the Asset Representations Reviewer in respect
      of any Review Receivables pursuant to Section 3.2(b), the Review period will be extended for an additional thirty (30) days in respect of any such Review Receivables.

    (c)     Completion of Review for Certain Review Receivables.  Following
      the delivery of the list of the Review Receivables and before the delivery of the Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if a Review Receivable is paid in full by the Obligor or
      purchased from the Issuer in accordance with the terms of the Basic Documents.  On receipt of such notice, the Asset Representations Reviewer will immediately terminate all Tests of the related Review Receivable, and the Review of such Review
      Receivables will be considered complete (a “Test Complete”).  In this case, the related Review Report will indicate a Test Complete for such Review Receivable and the related reason.

    (d)     Previously Reviewed Receivable; Duplicative Tests.  If any Review
      Receivable was included in a prior Review, the Asset Representations Reviewer will not conduct additional Tests on such Review Receivable, but will include the previously reported Test results in the Review Report for the current Review.  If the same
      Test is required for more than one representation and warranty, the Asset Representations Reviewer will only perform the Test once for each Review Receivable, but will report the results of the Test for each applicable representation and warranty on
      the Review Report.

    (e)     Termination of Review.  If a Review is in process and the Notes
      will be paid in full on the next Payment Date, the Servicer or the Administrator will notify the Asset Representations Reviewer no less than ten (10) days before that Payment Date.  On receipt of such notice, the Asset Representations Reviewer will
      terminate the Review immediately and will not be obligated to deliver a Review Report.

    Section 3.4.     Review Reports.  Within five (5) days after the end of
      the applicable Review period under Section 3.3(b), the Asset Representations Reviewer will deliver to the Issuer, the Servicer, the Depositor, the Administrator and the Indenture Trustee a Review Report indicating for each Review Receivable whether
      there was a Test Pass, Test Fail or Test Complete for each related Test.  For each Test Fail or Test Complete, the Review Report will indicate the related reason, including (for example) whether the Review Receivable was a Test Fail as a result of
      missing or incomplete Review Materials.  The Review Report will contain a summary of the Review results to be included in the Issuer’s Form 10-D report for the Collection Period in which the Review Report is received.  The Asset Representations
      Reviewer will ensure that the Review Report does not contain any PII.  On reasonable request of the Servicer or the Administrator, the Asset Representations Reviewer will provide additional details on the Test results.

    
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    Section 3.5.     Review Representatives.

    (a)     Servicer Representative.  The Servicer will designate one or more
      representatives who will be available to assist the Asset Representations Reviewer in performing the Review, including responding to requests and answering questions from the Asset Representations Reviewer about access to Review Materials on the
      Servicer’s originations, receivables or other systems, obtaining missing or insufficient Review Materials and/or providing clarification of any Review Materials or Tests.

    (b)     Asset Representations Reviewer Representative.  The Asset
      Representations Reviewer will designate one or more representatives who will be available to the Issuer, the Servicer and the Administrator during the performance of a Review.

    (c)     Questions About Review.  The Asset Representations Reviewer
      will make appropriate personnel available to respond in writing to written questions or requests for clarification of any Review Report from the Indenture Trustee, the Servicer or the Administrator until the earlier of (i) the payment in full of the
      Notes and (ii) two years after the delivery of the Review Report.  The Asset Representations Reviewer will not be obligated to respond to questions or requests for clarification from Noteholders or any other Person and will direct such Persons, and
      the Indenture Trustee will direct the Noteholders, to submit written questions or requests to the Servicer.

    Section 3.6.     Dispute Resolution.  If a Review Receivable that was the
      subject of a Review becomes the subject of a dispute resolution proceeding under Section 11.02 of the Sale and Servicing Agreement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request of a party to the
      proceeding.  The reasonable out-of-pocket expenses of the Asset Representations Reviewer for its participation in any dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and will be paid by a
      party to the dispute resolution as determined by the mediator or arbitrator for the dispute resolution according to Section 11.02 of the Sale and Servicing Agreement.  If not paid by a party to the dispute resolution, the expenses will be reimbursed
      by the Issuer according to Section 4.3(d) of this Agreement.

    Section 3.7.     Limitations on Review Obligations.

    (a)     Review Process Limitations.  The Asset Representations Reviewer
      will have no obligation: (i) to determine whether a Delinquency Trigger has occurred or whether the required percentage of Noteholders has voted to direct a Review under the Indenture; (ii) to determine which Receivables are the subject of a Review;
      (iii) to obtain or confirm the validity of the Review Materials; (iv) to obtain missing or insufficient Review Materials; (v) to take any action or cause any other party to take any action under any of the Basic Documents to enforce any remedies for
      breaches of representations or warranties; or (vi) to establish cause, materiality or recourse for any Test Fail as described in Section 3.3.

    (b)     Testing Procedure Limitations.  The Asset Representations Reviewer
      will only be required to perform the “Tests” described in Schedule B, and will not be obligated to perform additional procedures on any Review Receivable other than as specified in this Agreement.

    
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    However, the Asset Representations Reviewer may, in its discretion, (i) perform other tests that it deems reasonable and appropriate in
      determining whether the Review Receivables were in compliance with the representations and warranties made by TMCC and the Seller about the Review Receivables in the Basic Documents as of the Cutoff Date or Closing Date, as applicable, and (ii)
      provide additional information about any Review Receivable that it determines in good faith to be material to the related Review.

    ARTICLE IV

      ASSET REPRESENTATIONS REVIEWER

    Section 4.1.     Representations and Warranties.  The Asset
      Representations Reviewer represents and warrants to the Issuer as of the Closing Date:

    (a)     Organization and Qualification.  The Asset Representations
      Reviewer is duly organized and validly existing as a [__________] in good standing under the laws of State of [__________].  The Asset Representations Reviewer is qualified as a foreign [__________] in good standing and has obtained all necessary
      licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals
      would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

    (b)     Power, Authority and Enforceability.  The Asset Representations
      Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement.  The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement.  This Agreement is the legal,
      valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’
      rights or by general equitable principles.

    (c)     No Conflicts and No Violation.  The completion of the
      transactions  contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (i) conflict with, or be a breach or default under, any indenture, mortgage, deed of trust, loan
      agreement, guarantee or similar document under which the Asset Representations Reviewer is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the properties or assets of the Asset Representations Reviewer under the terms of
      any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document, (iii) violate the organizational documents of the Asset Representations Reviewer or (iv) violate a law or, to the Asset Representations Reviewer’s knowledge, an
      order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties that applies to the Asset
      Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

    (d)     No Proceedings.  To the Asset Representations Reviewer’s
      knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court,

    
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    regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer
      or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would reasonably be expected to have a
      material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.

    (e)     Eligibility.  The Asset Representations Reviewer meets the
      eligibility requirements in Section 5.1.

    Section 4.2.     Covenants.  The Asset Representations Reviewer covenants
      and agrees that:

    (a)     Eligibility.  It will notify the Issuer, the Servicer and the
      Administrator promptly if it no longer meets, or reasonably expects that it will no longer meet, the eligibility requirements in Section 5.1.

    (b)     Review Systems; Personnel.  It will maintain business process
      management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Review
      Receivable and the related Review Materials to be individually tracked and stored as contemplated by this Agreement.  The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Reviews as required by this
      Agreement.

    (c)     Maintenance of Review Materials.  It will maintain copies of any
      Review Materials, Review Reports and other documents relating to a Review, including internal correspondence and work papers, for a period of at least two years after any termination of this Agreement.

    (d)     Compliance with Applicable Law.  The Asset Representations
      Reviewer will act in accordance with all requirements applicable to an asset representations reviewer under applicable law (as amended from time to time) and other state or federal securities law applicable to asset representations reviewers in
      effect during the term of this Agreement.

    Section 4.3.     Fees and Expenses.

    (a)     Annual Fee.  As compensation for its activities hereunder, the
      Asset Representations Reviewer shall be entitled to receive an annual fee (the “Annual Fee”) with respect to each Annual Period prior to the termination of the Issuer, in an amount equal to $[_____].

    (b)     Review Fee.  Following the completion of a Review and the delivery
      of the related Review Report pursuant to Section 3.4, or the termination of a Review according to Section 3.3(e), and the delivery to the Issuer, the Indenture Trustee, the Servicer and the Administrator of a detailed invoice in respect thereof, the
      Asset Representations Reviewer will be entitled to a fee of $[____] for each Review Receivable for which the Review was started (the “Review Fee”).  However, no Review Fee will be charged for any Review Receivable which was

    
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    included in a prior Review or for which no Tests were completed prior to the Asset Representations Reviewer being notified of a
      termination of the Review according to Section 3.3(e) or due to missing or insufficient Review Materials under Section 3.2(b).

    (c)     Reimbursement of Travel Expenses.  If the Servicer provides access
      to the Review Materials at one of its properties, the Issuer will reimburse the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Review, following the delivery to the Issuer, the Indenture Trustee, the
      Servicer and the Administrator of a detailed invoice in respect of such expenses; provided that such reimbursable expenses may not exceed $[_______].

    (d)     Dispute Resolution Expenses.  If the Asset Representations
      Reviewer participates in a dispute resolution proceeding under Section 3.6 of this Agreement and its reasonable out-of-pocket expenses for participating in the proceeding are not paid by a party to the dispute resolution within ninety (90) days after
      the end of the proceeding, the Issuer will reimburse the Asset Representations Reviewer for such expenses after receipt of a detailed invoice in respect thereof.

    (e)     Method of Payment.  The initial Annual Fee will become due and
      payable by TMCC within thirty (30) days of receipt by TMCC of an invoice in respect thereof.  Each other Annual Fee, and the amount of any properly invoiced fees, expenses or claims (including any Review Fee) to be reimbursed or paid by the Issuer
      pursuant to the terms of this Agreement, will become due and payable by the Issuer on the next Payment Date occurring at least five (5) Business Days after receipt by the Servicer of the related invoice from the Asset Representations Reviewer, in
      each case in accordance with the priority of payments set forth in Section 5.06(b) or (c) of the Sale and Servicing Agreement, as applicable; provided that, (i) Annual Fees (other than the initial Annual Fee) will not be payable by the Issuer prior
      to the Payment Date immediately following the end of each annual period occurring on the anniversary of the Closing Date (each such period, an “Annual Period”), and (ii) the Asset Representations Reviewer must submit its invoice for any
      outstanding fees, expenses or claims not later than ten (10) Business Days before the final Payment Date.  The Servicer shall provide notice to the Asset Representations Reviewer of the final Payment Date at least fifteen (15) Business Days prior to
      such Payment Date.  In the event that any such properly invoiced fees, expenses or claims are not paid or reimbursed in full by the Issuer on the related Payment Date, TMCC shall promptly pay the Asset Representations Reviewer for any such unpaid
      amounts.  If, subsequent to any such payment by TMCC to the Asset Representations Reviewer described in the immediately preceding sentence, the Asset Representations Reviewer receives payment or reimbursement in respect of the related fee, expense or
      claim, in part or in full, from the Issuer, then the Asset Representations Reviewer shall promptly refund TMCC for the amount of such payment or reimbursement received from the Issuer on such subsequent date.

    Section 4.4.     Limitation on Liability.  The Asset Representations
      Reviewer will not be liable to any Person for any action taken, or not taken, in good faith under this Agreement or for errors in judgment.  However, the Asset Representations Reviewer will be liable for its willful misconduct, bad faith or
      negligence in performing its obligations under this Agreement.  In no event will the Asset Representations Reviewer be liable for special, indirect or consequential

    
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    losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or
      damage and regardless of the form of action.

    Section 4.5.     Indemnification by Asset Representations Reviewer .  The
      Asset Representations Reviewer will indemnify each of the Issuer, the Seller, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses,
      damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by
      such indemnified parties) of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under
      this Agreement and (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement.  The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement,
      the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

    Section 4.6.     Indemnification of Asset Representations Reviewer.

    (a)     Indemnification.  The Issuer will indemnify the Asset
      Representations Reviewer and its officers, directors, employees and agents (each, an “Indemnified Person”), for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement
      (including the fees and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or
      negligence or (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement.

    (b)     Proceedings.  Promptly on receipt by an Indemnified Person of
      notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a), notify the Issuer, the Servicer and the Administrator of the Proceeding.  The Issuer, the Servicer and the Administrator may participate in
      and assume the defense and settlement of a Proceeding at its expense.  If the Issuer, the Servicer or the Administrator notifies the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to
      the Indemnified Person, and so long as the Issuer, the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer, the Servicer and the Administrator will not be
      liable for fees and expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer, the Servicer or the Administrator, as applicable, and an Indemnified Person.  If there is a conflict, the Issuer, the
      Servicer or the Administrator will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person.  No settlement of a Proceeding may be made without the approval of the Issuer, the Servicer and the Administrator and the
      Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

    (c)     Survival of Obligations.  The Issuer’s, the Servicer’s and the
      Administrator’s obligations under this Section 4.6 will survive the resignation or removal of the Asset Representations Reviewer and the termination of this Agreement.

    
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    (d)     Repayment.  If the Issuer, the Servicer or the Administrator makes
      any payment under this Section 4.6 and the Indemnified Person later collects any of the amounts for which the payments were made to it from others, the Indemnified Person will promptly repay the amounts to the Issuer, the Servicer or the
      Administrator, as applicable.

    Section 4.7.     Inspections of Asset Representations Reviewer.  The Asset
      Representations Reviewer agrees that, with reasonable prior notice not more than once during any year, it will permit authorized representatives of the Issuer, the Servicer and the Administrator, during the Asset Representations Reviewer’s normal
      business hours, to examine and review the books of account, records, reports and other documents and materials of the Asset Representations Reviewer relating to (a) the performance of the Asset Representations Reviewer’s obligations under this
      Agreement, (b) payments of fees and expenses of the Asset Representations Reviewer for its performance and (c) a claim made by the Asset Representations Reviewer under this Agreement.  In addition, the Asset Representations Reviewer will permit the
      Issuer’s, the Servicer’s and the Administrator’s representatives to make copies and extracts of any of those documents and to discuss them with the Asset Representations Reviewer’s officers and employees.  Each of the Issuer, the Servicer and the
      Administrator will, and will cause its authorized representatives to, hold in confidence the information except if disclosure may be required by law or if the Issuer, the Servicer or the Administrator reasonably determines that it is required to make
      the disclosure under this Agreement or the other Basic Documents.  The Asset Representations Reviewer will maintain all relevant books, records, reports and other documents and materials for a period of at least two years after the termination of its
      obligations under this Agreement.

    Section 4.8.     Delegation of Obligations.  The Asset Representations
      Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the Issuer, the Servicer and the Administrator.

    Section 4.9.     Confidential Information.

    (a)     Treatment.  The Asset Representations Reviewer agrees to hold and
      treat Confidential Information given to it under this Agreement in confidence and under the terms and conditions of this Section 4.9, and will implement and maintain safeguards to further assure the confidentiality of the Confidential Information. 
      The Confidential Information will not, without the prior consent of the Issuer, the Servicer and the Administrator, be disclosed or used by the Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or
      affiliates, including legal counsel (collectively, the “Information Recipients”) other than for the purposes of performing Reviews of Review Receivables or performing its obligations under this Agreement.  The Asset Representations Reviewer
      agrees that it will not, and will cause its Affiliates to not (i) purchase or sell securities issued by TMCC, the Issuer or any of their respective Affiliates or special purpose entities formed by any of the foregoing Persons on the basis of
      Confidential Information or (ii) use the Confidential Information for the preparation of research reports, newsletters or other publications or similar communications.

    (b)     Definition.  “Confidential Information” means oral, written
      and electronic materials (irrespective of its source or form of communication) furnished before, on or after the

    
      10

      
        
 

    

    

    

    date of this Agreement to the Asset Representations Reviewer for the purposes contemplated by this Agreement, including:

    (i)       lists of Review Receivables and any related Review
      Materials;

    (ii)      origination and servicing guidelines, policies and
      procedures, and form contracts; and

    (iii)     notes, analyses, compilations, studies or other
      documents or records prepared by the Servicer or the Administrator, which contain information supplied by or on behalf of the Servicer, the Administrator or their respective representatives.

    However, Confidential Information will not include information that (A) is or becomes generally available to the public other than as a
      result of disclosure by the Information Recipients, (B) was available to, or becomes available to, the Information Recipients on a non-confidential basis from a Person or entity other than the Issuer, the Servicer or the Administrator before its
      disclosure to the Information Recipients who, to the knowledge of the Information Recipient is not bound by a confidentiality agreement with the Issuer, the Servicer or the Administrator and is not prohibited from transmitting the information to the
      Information Recipients, (C) is independently developed by the Information Recipients without the use of the Confidential Information, as shown by the Information Recipients’ files and records or other evidence in the Information Recipients’
      possession or (D) the Issuer, the Servicer or the Administrator provides permission to the applicable Information Recipients to release.

    (c)     Protection.  The Asset Representations Reviewer will take
      reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information, including those measures that it takes to protect its own confidential information and not less than a reasonable standard of care. 
      The Asset Representations Reviewer acknowledges that PII is also subject to the additional requirements in Section 4.10.

    (d)     Disclosure.  If the Asset Representations Reviewer is required by
      applicable law, regulation, rule or order issued by an administrative, governmental, regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information.  However, before a required
      disclosure, the Asset Representations Reviewer, if permitted by law, regulation, rule or order, will use its reasonable efforts to provide the Issuer, the Servicer and the Administrator with notice of the requirement and will cooperate, at the
      Issuer’s or the Servicer’s expense, as applicable, in the Issuer’s or the Servicer’s pursuit of a proper protective order or other relief for the disclosure of the Confidential Information.  If the Issuer or the Servicer is unable to obtain a
      protective order or other proper remedy by the date that the information is required to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information that it is advised by its legal counsel it is
      legally required to disclose.

    (e)     Responsibility for Information Recipients.  The Asset
      Representations Reviewer will be responsible for a breach of this Section 4.9 by its Information Recipients.

    (f)     Violation.  The Asset Representations Reviewer agrees that a
      violation of this Agreement may cause irreparable injury to the Issuer, the Servicer and the Administrator, and the

    
      11

      
        
 

    

    

    

    Issuer, the Servicer and the Administrator may seek injunctive relief in addition to legal remedies.  If an action is initiated by the
      Issuer, the Servicer or the Administrator to enforce this Section 4.9, the prevailing party will be reimbursed for its fees and expenses, including reasonable attorney’s fees, incurred for the enforcement.

    Section 4.10.     Personally Identifiable Information.

    (a)     Definitions.  “PII” means information in any format about
      an identifiable individual, including, name, address, phone number, e-mail address, account number(s), identification number(s), any other actual or assigned attribute associated with or identifiable to an individual and any information that when
      used separately or in combination with other information could identify an individual.  “Issuer PII” means PII furnished by the Issuer, the Servicer, the Administrator or their respective Affiliates to the Asset Representations Reviewer and
      PII developed or otherwise collected or acquired by the Asset Representations Reviewer in performing its obligations under this Agreement.

    (b)     Use of Issuer PII.  The Issuer does not grant the Asset
      Representations Reviewer any rights to Issuer PII except as provided in this Agreement.  The Asset Representations Reviewer will use Issuer PII only to perform its obligations under this Agreement or as specifically directed in writing by the Issuer
      and will only reproduce Issuer PII to the extent necessary for these purposes.  The Asset Representations Reviewer must comply with all laws applicable to PII, Issuer PII and the Asset Representations Reviewer’s business, including any legally
      required codes of conduct, including those relating to privacy, security and data protection.  The Asset Representations Reviewer will protect and secure Issuer PII.  The Asset Representations Reviewer will implement privacy or data protection
      policies and procedures that comply with applicable law and this Agreement.  The Asset Representations Reviewer will implement and maintain reasonable and appropriate practices, procedures and systems, including administrative, technical and physical
      safeguards to (i) protect the security, confidentiality and integrity of Issuer PII, (ii) ensure against anticipated threats or hazards to the security or integrity of Issuer PII, (iii) protect against unauthorized access to or use of Issuer PII and
      (iv) otherwise comply with its obligations under this Agreement.  These safeguards include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection, data
      storage protection and data transmission protection) and physical security measures.

    (c)     Additional Limitations.  In addition to the use and protection
      requirements described in Section 4.10(b), the Asset Representations Reviewer’s disclosure of Issuer PII is also subject to the following requirements:

    (i)     The Asset Representations Reviewer will not disclose
      Issuer PII to its personnel or allow its personnel access to Issuer PII except (A) for the Asset Representations Reviewer personnel who require Issuer PII to perform a Review, (B) with the prior consent of the Issuer or (C) as required by applicable
      law.  When permitted, the disclosure of or access to Issuer PII will be limited to the specific information necessary for the individual to complete the assigned task.  The Asset Representations Reviewer will inform personnel with access to Issuer
      PII of the

    
      12

      
        
 

    

    

    

    confidentiality requirements in this Agreement and train its personnel with access to Issuer PII on the proper use and
      protection of Issuer PII.

    (ii)     The Asset Representations Reviewer will not sell,
      disclose, provide or exchange Issuer PII with or to any third party without the prior consent of the Issuer.

    (iii)     [Notwithstanding anything to the contrary contained
      in this Agreement, the Asset Representations Reviewer’s use and handling of Issuer PII shall also be subject to the terms and limitations described in that separate letter agreement between TMCC and the Asset Representations Reviewer dated [____],
      20[_] (the “Letter Agreement”) and, in the event of any conflict between the terms of the Letter Agreement and the terms of this Agreement related to the Asset Representations Reviewer’s use and handling of Issuer PII, the most restrictive of such
      terms shall govern.]

    (d)     Notice of Breach.  The Asset Representations Reviewer will notify
      the Issuer, the Servicer and the Administrator promptly in the event of an actual or reasonably suspected security breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or integrity of Issuer PII and,
      where applicable, immediately take action to prevent any further breach.

    (e)     Return or Disposal of Issuer PII.  Except where return or disposal
      is prohibited by applicable law, promptly on the earlier of the completion of the Review or the request of the Issuer, all Issuer PII in any medium in the Asset Representations Reviewer’s possession or under its control will be (i) destroyed in a
      manner that prevents its recovery or restoration or (ii) if so directed by the Issuer, returned to the Issuer without the Asset Representations Reviewer retaining any actual or recoverable copies, in both cases, without charge to the Issuer.  Where
      the Asset Representations Reviewer retains Issuer PII, the Asset Representations Reviewer will limit the Asset Representations Reviewer’s further use or disclosure of Issuer PII to that required by applicable law.

    (f)     Compliance; Modification.  The Asset Representations Reviewer will
      cooperate with and provide information to the Issuer, the Servicer and the Administrator regarding the Asset Representations Reviewer’s compliance with this Section 4.10.  The Asset Representations Reviewer, the Issuer, the Servicer and the
      Administrator agree to modify this Section 4.10 as necessary for any party to comply with applicable law.

    (g)     Audit of Asset Representations Reviewer.  The Asset
      Representations Reviewer will permit the Issuer, the Servicer and the Administrator and their authorized representatives to audit the Asset Representations Reviewer’s compliance with this Section 4.10 during the Asset Representations Reviewer’s
      normal business hours on reasonable advance notice to the Asset Representations Reviewer, and not more than once during any year unless circumstances necessitate additional audits.  The Issuer, the Servicer and the Administrator agree to make
      reasonable efforts to schedule any audit described in this Section 4.10 with the inspections described in Section 4.7.  The Asset Representations Reviewer will also permit the Issuer, the Servicer and the Administrator, during normal business hours
      on reasonable advance written notice, to audit any service providers used by the Asset Representations Reviewer to fulfill the Asset Representations Reviewer’s obligations under this Agreement.

    
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    (h)     Affiliates and Third Parties.  If the Asset Representations
      Reviewer processes the PII of the Issuer’s, the Servicer’s or the Administrator’s Affiliates or a third party when performing a Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third
      party is an intended third-party beneficiary of this Section 4.10, and this Agreement is intended to benefit the Affiliate or third party.  The Affiliate or third party may enforce the PII-related terms of this Section 4.10 against the Asset
      Representations Reviewer as if each were a signatory to this Agreement.

    ARTICLE V

      RESIGNATION AND REMOVAL;

      SUCCESSOR ASSET REPRESENTATIONS REVIEWER

    Section 5.1.     Eligibility Requirements for Asset Representations Reviewer. 
      The Asset Representations Reviewer must be a Person who (a) is not an Affiliate of TMCC, the Seller, the Issuer, the Servicer, the Administrator, the Indenture Trustee or the Owner Trustee and (b) is not an Affiliate of any Person that was engaged by
      TMCC or any underwriter of the Notes to perform any due diligence on the Receivables prior to the Closing Date.

    Section 5.2.     Resignation and Removal of Asset Representations Reviewer.

    (a)     No Resignation.  The Asset Representations Reviewer will not
      resign as Asset Representations Reviewer unless it determines it is legally unable to perform its obligations under this Agreement and there is no reasonable action that it could take to make the performance of its obligations under this Agreement
      permitted under applicable law.  In such event, the Asset Representations Reviewer will deliver a notice of its resignation to the Issuer, the Servicer and the Administrator, together with an Opinion of Counsel supporting its determination.

    (b)     Removal.  If any of the following events occur, the Issuer, by
      notice to the Asset Representations Reviewer, may remove the Asset Representations Reviewer and terminate its rights and obligations under this Agreement:

    (i)      the Asset Representations Reviewer no longer meets
      the eligibility requirements in Section 5.1;

    (ii)     the Asset Representations Reviewer breaches of any of
      its representations, warranties, covenants or obligations in this Agreement; or

    (iii)     an Insolvency Event of the Asset Representations
      Reviewer occurs.

    (c)     Notice of Resignation or Removal.  The Issuer will notify the
      Servicer, the Administrator, the Owner Trustee and the Indenture Trustee of any resignation or removal of the Asset Representations Reviewer.

    (d)     Continue to Perform After Resignation or Removal.  No resignation
      or removal of the Asset Representations Reviewer will be effective, and the Asset Representations Reviewer will continue to perform its obligations under this Agreement, until a successor Asset Representations Reviewer has accepted its engagement
      according to Section 5.3(b).

    
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    Section 5.3.     Successor Asset Representations Reviewer .

    (a)     Engagement of Successor Asset Representations Reviewer.  Following
      the resignation or removal of the Asset Representations Reviewer, the Issuer will engage a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.1.

    (b)     Effectiveness of Resignation or Removal.  No resignation or
      removal of the Asset Representations Reviewer will be effective until the successor Asset Representations Reviewer has executed and delivered to the Issuer, the Servicer and the Administrator an agreement accepting its engagement and agreeing to
      perform the obligations of the Asset Representations Reviewer under this Agreement or entering into a new agreement with the Issuer on substantially the same terms as this Agreement.

    (c)     Transition and Expenses.  If the Asset Representations Reviewer
      resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuer, the Servicer and the Administrator and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations
      Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer.  The Asset Representations Reviewer will pay the reasonable expenses of transitioning the Asset Representations Reviewer’s obligations under this
      Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the Issuer, the Servicer, the Administrator or the successor Asset Representations
      Reviewer. To the extent expenses incurred by the Asset Representations Reviewer in connection with the replacement of the Asset Representations Reviewer are not paid by the Asset Representations Reviewer that is being replaced, the Issuer will pay
      such expenses in accordance with the priority of payments set forth in Section 5.06(b) or (c) of the Sale and Servicing Agreement, as applicable.

    Section 5.4.     Merger, Consolidation or Succession.  Any Person (a) into
      which the Asset Representations Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the business of the Asset Representations Reviewer, if that
      Person meets the eligibility requirements in Section 5.1, will be the successor to the Asset Representations Reviewer under this Agreement.  Such Person will execute and deliver to the Issuer, the Servicer and the Administrator an agreement to assume
      the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption happens by operation of law).

    ARTICLE VI

      OTHER AGREEMENTS

    Section 6.1.     Independence of Asset Representations Reviewer.  The
      Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Issuer for the manner in which it accomplishes the performance of its obligations under this Agreement.  Unless authorized by the
      Issuer, the Servicer or the Administrator, the Asset Representations Reviewer will have no authority to act for or represent the Issuer, the Servicer or the Administrator, respectively, and will not be considered an agent of any such Person.  Nothing
      in this Agreement will make the Asset Representations Reviewer and

    
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    the Issuer, the Servicer or the Administrator members of any partnership, joint venture or other separate entity or impose any liability
      as such on any of them.

    Section 6.2.     No Petition.  Each of the parties agrees that, before the
      date that is one year and one day (or, if longer, any applicable preference period) after payment in full of all securities issued by the Seller, the Issuer or by a trust for which the Seller was a depositor, it will not start or pursue against, or
      join any other Person in starting or pursuing against the Seller or the Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.  This Section 6.2 will
      survive the termination of this Agreement.

    Section 6.3.     Limitation of Liability of Owner Trustee .  This
      Agreement has been signed on behalf of the Issuer by [__________], not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer.  In no event will [__________] in its individual capacity or a beneficial owner of the Issuer
      be liable for the Issuer’s obligations under this Agreement.  For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.

    Section 6.4.     Termination of Agreement.  This Agreement will terminate,
      except for the obligations under Section 4.6, on the earlier of (a) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture and (b) the date the Issuer is terminated under the Trust Agreement.

    ARTICLE VII

      MISCELLANEOUS PROVISIONS

    Section 7.1.     Amendments.  The parties may amend this Agreement:

    (i)     to clarify an ambiguity, correct an error or correct
      or supplement any term of this Agreement that may be defective or inconsistent with the other terms of this Agreement or to provide for, or facilitate the acceptance of this Agreement by, a successor Asset Representations Reviewer, in each case
      without the consent of the Noteholders or any other Person;

    (ii)     to add, change or eliminate terms of this Agreement,
      in each case without the consent of the Noteholders or any other Person, if the Administrator delivers an Officer’s Certificate to the Issuer, the Owner Trustee and the Indenture Trustee stating that the amendment will not have a material adverse
      effect on the Noteholders; or

    (iii)     to add, change or eliminate terms of this Agreement
      for which an Officer’s Certificate is not or cannot be delivered under Section 7.1(ii), with the consent of a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class.

    
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    Section 7.2.     Assignment; Benefit of Agreement; Third Party Beneficiaries.

    (a)     Assignment.  Except as stated in Section 5.4, this Agreement may
      not be assigned by the Asset Representations Reviewer without the consent of the Issuer, the Servicer and the Administrator.

    (b)     Benefit of Agreement; Third-Party Beneficiaries.  This Agreement
      is for the benefit of and will be binding on the parties and their permitted successors and assigns.  The Owner Trustee and the Indenture Trustee, for the benefit of the Noteholders, will be third-party beneficiaries of this Agreement and may enforce
      this Agreement against the Asset Representations Reviewer, the Servicer and the Administrator.  No other Person will have any right or obligation under this Agreement.

    Section 7.3.     Notices.

    (a)     Notices to Parties.  All notices, requests, demands, consents,
      waivers or other communications to or from the parties must be in writing and will be considered given:

    (i)       for overnight mail, on delivery or, for registered
      first class mail, postage prepaid, three (3) days after deposit in the mail;

    (ii)      for a fax, when receipt is confirmed by telephone,
      reply email or reply fax from the recipient;

    (iii)     for an email, when receipt is confirmed by telephone
      or reply email from the recipient; and

    (iv)     for an electronic posting to a password-protected
      website to which the recipient has access, on delivery of an email (without the requirement of confirmation of receipt) stating that the electronic posting has occurred.

    (b)     Notice Addresses.  Any notice, request, demand, consent, waiver or
      other communication will be addressed as stated in the Sale and Servicing Agreement or the Administration Agreement, as applicable, or to another address as a party may give by notice to the other parties.

    Section 7.4.     GOVERNING LAW.  THIS AGREEMENT 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 (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
        OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

    Section 7.5. WAIVER OF JURY TRIAL.  EACH
        OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY 

     

      

    
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    IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
        HEREBY.

    Section 7.6.     No Waiver; Remedies.  No party’s failure or delay in
      exercising a power, right or remedy under this Agreement will operate as a waiver.  No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other
      power, right or remedy.  The powers, rights and remedies under this Agreement are in addition to any powers, rights and remedies under law.

    Section 7.7.     Severability.  If a part of this Agreement is held
      invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.

    Section 7.8.     Headings.  The headings in this Agreement are included
      for convenience and will not affect the meaning or interpretation of this Agreement.

    Section 7.9.        Counterparts and Electronic Signatures.  This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one document. Each party agrees
      that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the
      purposes of validity, enforceability, and admissibility.

    
      Section 7.10.      Submission to Jurisdiction.  Each party submits to the nonexclusive jurisdiction of
        the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Agreement. Each party irrevocably waives, to the fullest extent permitted by
        law, any objection that it may now or in the future have to the venue of a proceeding brought in such a court and any claim that the proceeding was brought in an inconvenient forum.

    

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    IN WITNESS WHEREOF, the Issuer, the Servicer, the Administrator and the Asset Representations Reviewer have caused
      their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written.

    	 	
            TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST, as Issuer

          
	 	 	 
	 	
            By:   

          	
            [__________], not in its individual capacity, but solely as Owner Trustee

          
	 	 	 
	 	 	 
	 	
            By:

          	
                                                                                                 

          
	 	 	
            Name:

          
	 	 	
            Title:

          
	 	 	 
	 	 	 
	 	
            TOYOTA MOTOR CREDIT CORPORATION,

          
	 	 	
            as Servicer and Administrator

          
	 	 	 
	 	 	 
	 	
            By:

          	
                                                                                                 

          
	 	 	
            Name:

          
	 	 	
            Title:

          
	 	 	 
	 	 	 
	 	
            [__________],

          
	 	 	
            as Asset Representations Reviewer

          
	 	 	 
	 	 	 
	 	
            By:

          	
                                                                                                 

          
	 	 	
            Name:

          
	 	 	
            Title:

          


    

    

    

    

    
      
        
 

    

    
    Schedule A

    Review Materials

    “Review Materials” means, with respect to each Receivable:

    
      		(a)	
              the Contract;

            


    

    
      		(b)	
              the original credit application executed by the related Obligor (or a photocopy or other image or electronic record thereof;

            


    

    
      		(c)	
              the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof, and of such documents that the Servicer shall keep on file evidencing the security interest in
                the related Financed Vehicle;

            


    

    
      		(d)	
              an electronic data tape describing certain characteristics of the Receivables as of the Cutoff Date or such other applicable date of determination (the “Data Tape”);

            


    

    
      		(e)	
              a list of approved contract forms for the Review Receivables, as provided by TMCC; and

            


    

    
      		(f)	
              such other documentation or information (whether tangible or electronic, and including, without limitation, screen prints or reports of the Servicer’s receivables and securitization systems) as the Servicer, as the case may be, may
                maintain and which the Servicer shall have determined to be relevant to any Test with respect to such Receivable.

            


    

    
      Sch. A-1

      
        
 

    

    
    Schedule B

    Representations, Warranties and Tests

    	
            Representations and Warranties

            Made as of the Cutoff Date and the Closing Date (unless otherwise specified)

          	
            Tests

          
	
            1.     Origination.  Each Receivable was originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such
              Dealer’s business, has been fully and properly executed or electronically authenticated by the parties thereto, has been purchased by TMCC from such Dealer under an existing agreement with TMCC and has been validly assigned by such Dealer to
              TMCC.

          	
            Test 1-1: Dealer Address

            Confirm the Dealer address on the Contract is a United States address.

            Test 1-2: Contract Signed

            Confirm the Obligor(s) and Dealer signed the Contract.

            Test 1-3: Valid Assignee

            Confirm TMCC, or a name included in the list of acceptable name variations, is identified as the assignee in either the Assignment section of the Contract or separate assignment document.

            Test 1-4: Valid Assignor Signature

            Confirm the Contract was completed electronically or if completed on paper, confirm the Dealer signature is present as assignor on the Contract or separate assignment document.

          
	
            2.    Security Interest.  With respect to each Receivable, as of the Closing Date, TMCC has, or has started procedures that will result in TMCC having, a perfected, first
              priority security interest in the related Financed Vehicle, which security interest was validly created and is assignable by the Seller to the Purchaser, and by the Purchaser to the Issuer.

          	
            Test 2-1: Lienholder

            Confirm the title documents identify either TMCC, or a name included in the list of acceptable name variations, as the first lienholder.

            Test 2-2:  Obligor Name

            Confirm the Obligor name(s) on the Contract, taking into account any amendments or correction notices, match(es) the name(s) on the title documents.

            Test 2-3:  Valid VIN

            Confirm the vehicle identification number on the Contract, taking into account any amendments or correction notices, matches the vehicle identification number on the title documents.

          
	
            3.     Simple Interest.  Each Receivable provides for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments
              in the first or last month in the life of the Receivable) and provides for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method.

          	
            Test 3-1: Payments

            Review the Contract and confirm it reflects a level monthly payment except for the first and final payment, if any.  Sum the first payment (if any), the product of the number of payments (or
              the number of regular payments, if there is a first or final payment) and the Payment Amount and the final payment (if any) and confirm that this amount is equal to the Total of Payments in the Truth in Lending section of the Contract.

            Test 3-2: Simple Interest

            Observe the Contact and confirm it is a Simple Interest Method Contract.

          


    
      Sch. B-1

      
        
 

    

    

    

    	
            Representations and Warranties

            Made as of the Cutoff Date and the Closing Date (unless otherwise specified)

          	
            Tests

          
	
            4.     Prepayment.  Each Receivable allows for prepayment without penalty.

          	
            Test 4-1: Prepayment

            Confirm the Contract provides a prepayment disclosure that does not require a penalty.

          
	
            5.     Compliance with Law.  To the Seller’s knowledge, each Receivable complied in all material respects at the time it was originated with all requirements of applicable
              federal, state and local laws, and regulations thereunder.

          	
            Test 5-1: Complete Contract

            Confirm the Contract was completed electronically or if completed on paper, confirm the Contract form number and revision date are approved for use according to TMCC internal documentation.

          
	
            6.     Binding Obligation.  Each Receivable is on a form contract containing customary and enforceable provisions that includes rights and remedies allowing the holder to
              enforce the obligation and realize on the related Financed Vehicle and represents the legal, valid and binding payment obligation in writing of the related Obligor, enforceable by the holder thereof in accordance with its terms, except as
              enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity and consumer protection laws, regardless
              of whether such enforceability is considered in a proceeding in equity or at law.

          	
            Test 6-1:  Valid Contract Form

            Confirm the Contract was completed electronically or if completed on paper, confirm the Contract form number and revision date are approved for use according to TMCC internal documentation.

            Test 6-2: Contract Executed

            Confirm the Obligor(s) signed the Contract.

          
	
            7.     No Government Obligors.  None of the Receivables is due from the United States or any state or local government, or from any agency, department or instrumentality of
              the United States or any state or local government.

          	
            Test 7-1: Personal Use

            Review the Obligor section on the Contract and confirm the Obligor name(s)  is that of a natural person.

            Test 7-2: No Government Obligor

            If the Obligor section on the Contract does not report a natural person’s name or an obvious non-governmental business, confirm internet search results show no indication of the Obligor(s) to be a government
              agency, department, political subdivision or instrumentality.

          
	
            8.     Receivables in Force.  As of the Cutoff Date, no Receivable has been satisfied, nor has any Financed Vehicle been released in whole or in part from the lien granted by
              the related Receivable.

          	
            Test 8-1: Active Account

            Observe the Receivable in TMCC’s Data Tape, and confirm it was an active account on the Cutoff Date.

          


    
      Sch. B-2

      
        
 

    

    

    

    	
            Representations and Warranties

            Made as of the Cutoff Date and the Closing Date (unless otherwise specified)

          	
            Tests

          
	
            9.     No Amendments or Waivers.  As of the Cutoff Date, no material provision of a Receivable has been amended, modified or waived in a manner that is prohibited by the
              provisions of the Sale and Servicing Agreement.

          	
            Test 9-1: Contract Form

            Confirm the Contract was completed electronically or if completed on paper, confirm the Contract form number and revision date are approved for use according to TMCC internal documentation.

            Test 9-2: Modification

            Review the Data Tape and the Contract (as amended by any related correction notice, if any) and confirm that, as of the Cutoff Date,  there is no revision to the following terms:

            i.          APR

            ii.         Original Contract Term

            iii.        Monthly Payment

            iv.        Total Amount Financed

            v.         Make / Model / Model Year

            vi.        Simple Interest Method Loan

             

          
	
            10.   No Defenses.  To the Seller’s knowledge, as of the Closing Date, no Receivable is subject to any right of rescission, setoff, counterclaim or defense, nor has any such
              right been asserted or threatened with respect to any Receivable.

          	
            Test 10-1: No Litigation

            Review the Review Materials and confirm there is no evidence of litigation or other attorney involvement as of the Closing Date.

          
	
            11.   No Payment Default.  Except for payment delinquencies that have been continuing for a period of not more than [__] days, no payment default under the terms of any
              Receivable exists as of the Cutoff Date.

          	
            Test 11-1: Delinquency

            Observe TMCC’s Data Tape and confirm the Receivable was not more than [__] days delinquent as of the Cutoff Date.

          
	
            12.   No Repossession.  No Financed Vehicle has been repossessed without reinstatement as of the Cutoff Date.

          	
            Test 12-1: Repossession Inventory

            Observe TMCC’s receivables systems and confirm the Receivable was not held in repossession inventory as of the Cutoff Date.

          
	
            13.   Insurance.  The terms of each Receivable require the related Obligor to obtain and maintain physical damage insurance covering the related Financed Vehicle in accordance
              with TMCC’s normal requirements.  No Financed Vehicle was subject to force-placed insurance.

          	
            Test 13-1: Physical Damage Covered

            Confirm the Contract contains language that required the Obligor to obtain and maintain insurance against physical damage to the Financed Vehicle.

            Test 13-2: No Force-Placed Insurance

            Confirm the Review Materials contain no evidence the Financed Vehicle was subject to force-placed insurance.

          


    
      Sch. B-3

      
        
 

    

    

    

    	
            Representations and Warranties

            Made as of the Cutoff Date and the Closing Date (unless otherwise specified)

          	
            Tests

          
	
            14.   Good Title.  Immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable free and clear of all
              Liens and rights of others (other than pursuant to the Basic Documents) and, immediately upon the transfer and assignment thereof, the Purchaser will have good and marketable title to each Receivable, free and clear of all Liens and rights of
              others (other than pursuant to the Basic Documents).

          	
            Test 14-1: Sole Lienholder

            Confirm the title documents designate TMCC, or a name included in the list of acceptable name variations as the sole lien holder and that no other lien holder is listed.

            Test 14-2: No Transfer of Title

            Confirm the title documents indicate the Receivable has not been sold, assigned, or transferred to any other entity.

          
	
            15.   Lawful Assignment.  No Receivable has been originated in, or is subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Receivable
              under this Agreement, or pursuant to the Sale and Servicing Agreement or the pledge of such Receivable under the Indenture are unlawful, void or voidable.  The terms of each Receivable do not limit the right of the owner of such Receivable to
              sell such Receivable.

          	
            Test 15-1: Contract Form

            Confirm the Contract was completed electronically or if completed on paper, confirm the Contract form number and revision date are approved for use according to TMCC internal documentation.

            Test 15-2: Assignability

            Confirm the Contract does not contain language that limits the sale or transfer of the Receivable.

          
	
            16.  Additional Representations and Warranties.  (A) Each Receivable is being serviced by TMCC as of the Closing Date; (B) as of the Cutoff Date, each Receivable is secured by
              a new or used car, crossover utility vehicle, light-duty truck or sport utility vehicle; (C) no Receivable was more than [_] days past due as of the Cutoff Date; and (D) as of the Cutoff Date, no Receivable was noted in the records of TMCC or
              the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding.

          	
            Test 16(A):  Servicing

            Confirm the Review Materials show the Receivable was being serviced by TMCC as of the Closing Date.

            Test 16(B):  Financed Vehicle

            
              Review the Contract and confirm the Financed Vehicle is a new or used car, crossover utility vehicle, light-duty truck or sport utility vehicle.

            

            Test 16(C):  Delinquency

            Confirm the Data Tape shows the Receivable is not more than [__] days past due as of the Cut-off Date.

            Test 16(D):  No Bankruptcy

            Confirm the Data Tape shows the Obligor was not noted as being the subject of any bankruptcy or insolvency proceeding as of the Cutoff Date.

          


    

    

    

    

  

  Sch. B-4