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SECURITIES ACCOUNT CONTROL AGREEMENT
(Toyota Auto Receivables 2011-A Owner Trust Reserve Account)
This Securities Account Control Agreement (the “ Agreement ”) is dated as of February 3, 2011 and entered into between Toyota Auto Finance Receivables LLC (the “ Pledgor ”), a Delaware limited liability company, Deutsche Bank Trust Company Americas , in its capacity as Indenture Trustee on behalf of the holders of the Notes referred to below (in such capacity, the “ Indenture Trustee ,” also referred to herein as the “ Secured Party ”) under the Indenture (the “ Indenture ”), dated as of February 3, 2011, between Toyota Auto Receivables 2011-A Owner Trust, a statutory trust formed pursuant to the laws of the State of Delaware (the “ Issuer ”), and Deutsche Bank Trust Company Americas , in its capacity as securities intermediary (in such capacity, the “ Securities Intermediary ”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Sale and Servicing Agreement dated as of February 3, 2011, between the Issuer, Toyota Auto Finance Receivables LLC, as seller, and Toyota Motor Credit Corporation (“ TMCC ”), as servicer (the “ Sale and Servicing Agreement ”).
A. Trust Agreement. The Issuer was formed as a Delaware statutory trust pursuant to the Trust Agreement, dated as of October 22, 2010, as the same has been amended and restated by the Amended and Restated Trust Agreement, dated as of February 3, 2011 (the “Trust Agreement”), by and among Toyota Auto Finance Receivables LLC, Union Bank, N.A., as owner trustee (in such capacity and not individually, the “ Owner Trustee ”) and U.S. Bank Trust National Association, as Delaware trustee (in such capacity and not individually, the “ Delaware Trustee ”).
B. Administration Agreement. Concurrently herewith, the Issuer, the Indenture Trustee and TMCC have entered into the Administration Agreement pursuant to which TMCC will perform certain administrative tasks on behalf of the Indenture Trustee and the Issuer (when acting in such capacity, TMCC is referred to herein as the “ Administrator ”).
C. Indenture. Concurrently herewith, the Issuer and Indenture Trustee have entered into the Indenture pursuant to which the Issuer will issue asset-backed notes (the “ Notes ”) in the principal amounts and for purposes specified therein.
D. Intention. The Pledgor intends to establish the Reserve Account, as described in Section 5.07 of the Sale and Servicing Agreement, and intends to pledge to and to grant “control” thereof (as such term is defined in the Uniform Commercial Code as in effect on the date hereof in New York (the “ UCC ”)) to the Indenture Trustee (as Secured Party) pursuant to the terms of this Agreement. It is the intention of the parties hereto that the Securities Intermediary be bound to the terms of this Agreement and be obligated to perform the duties of the Securities Intermediary described herein.
NOW, THEREFORE , in consideration of the premises herein contained and in order to induce the Issuer and Indenture Trustee to execute and deliver the Indenture, to induce the Issuer to purchase the Receivables in contemplation of issuing the Notes, to induce the Indenture Trustee to authenticate the Notes and for other good consideration, the receipt and adequacy of
which are hereby acknowledged, Pledgor, Securities Intermediary and Secured Party hereby agree as follows:
Section 1. Definitions .
(a) Specific Definitions . The following terms used in this Agreement shall have the following meanings:
“ Broker-Dealer ” means a person registered as a broker or dealer under the Securities Exchange Act of 1934, as amended.
“ Collateral ” means (i) the Reserve Account, (ii) any amounts held from time to time in the Reserve Account, (iii) all Investments, including all Financial Assets, security entitlements, securities (whether certificated or uncertificated), instruments, accounts, general intangibles and deposits representing or evidencing any Investments, (iv) all interest, dividends, cash, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Collateral, and (v) to the extent not covered by clauses (i) through (iv) above, all proceeds of any or-all of the foregoing Collateral.
“ Investments ” means any Financial Assets credited to the Reserve Account, and any other property acquired by Securities Intermediary as securities intermediary hereunder in exchange for, with proceeds from or distributions on, or otherwise in respect of any Investments.
“ Overnight Investments ” means Investments of the kind described in clause (h) of the definition of “Eligible Investments.”
“ Suspension Period ” means any period (i) beginning promptly after receipt by Securities Intermediary of written notice from Secured Party, substantially in the form of the Prohibition Notice attached to this Agreement as Attachment 1, suspending Pledgor ’ s right to direct the investment of funds held for the credit of the Reserve Account, and (ii) ending promptly after receipt by Securities Intermediary of written notice from Secured Party, substantially in the form of the Rescission of Prohibition Notice attached to this Agreement as Attachment 2, rescinding the preceding Prohibition Notice.
(b) General Provisions . Unless otherwise defined herein or in the Sale and Servicing Agreement, terms used in Articles 8 and 9 of the UCC are used herein as therein defined. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”
Section 2. Establishment and Operation of Reserve Account.
(a) Establishment of Reserve Account . Pledgor and Secured Party hereby authorize and direct Securities Intermediary to establish and maintain in its corporate trust department, a segregated trust account that is an Eligible Deposit Account and that is a “securities account” as
that term is defined in Section 8-501(a) of the UCC in the name of Secured Party and under the sole dominion and control of Secured Party, designated as “Toyota Auto Receivables 2011-A Owner Trust Reserve Account.” Securities Intermediary hereby undertakes to treat Secured Party as the person entitled to exercise the rights that comprise any Financial Asset credited to the Reserve Account. Secured Party and Pledgor agree that this account shall be the Reserve Account.
(b) Acknowledgement of Receipt of Investments . Securities Intermediary acknowledges the transfer by, or on behalf of, Pledgor, and the acquisition by Securities Intermediary, of cash in the amount of the Reserve Account Initial Deposit for the credit of the Reserve Account.
(c) Operations of the Reserve Account . The Reserve Account shall be operated, and all Investments shall be acquired and registered or held (as applicable), in accordance with the terms of this Agreement. No funds shall be withdrawn from or deposited into the Reserve Account, except as provided in the Indenture and the Sale and Servicing Agreement. To the extent that the Indenture and the Sale and Servicing Agreement require payments into the Reserve Account, the provisions set forth herein shall govern.
(d) Account Statements . Securities Intermediary shall send Secured Party and Pledgor written account statements with respect to the Reserve Account not less frequently than monthly. Reports or confirmation of the execution of orders and statements of account shall be conclusive if not objected to in writing within 30 days after delivery.
Section 3. Mechanics of Deposits of Funds or Investments to the Collateral Account.
(a) Transfers to the Reserve Account . Any transfers of funds to the Reserve Account shall be made by wire transfer (or, if applicable, intra-bank transfer) of immediately available funds addressed as follows:
Deutsche Bank Trust Company Americas
ABA No.: 021001033
Acct Name: CTAS Funds Control
Account #: 01419647
Ref: Toyota 2011-A Port TOY11A.2 Reserve AC
Transfers of Financial Assets to the Reserve Account shall be permitted by book-entry from securities accounts maintained with Securities Intermediary.
(b) Notice of Transfers . In the event of any transfer of funds or Financial Assets to the Reserve Account pursuant to any provision of Section 4, Secured Party, or Pledgor, as the case may be, shall promptly, after initiating or sending out written instructions with respect to such transfer, give notice to the other such party by facsimile of the date and amount of such transfer.
Section 4. Eligible Investments and Transfers of Amounts in the Reserve Account.
(a) Strict Compliance . Funds or credit balances held by Securities Intermediary in the Reserve Account shall not be (i) invested or reinvested, (ii) sold or redeemed, or (iii) transferred from the Reserve Account, in either case except as provided in this Section 4.
(b) Pledgor’s Right to Direct Investment . Except during any Suspension Period, Securities Intermediary shall, (i) in accordance with Pledgor’s written Entitlement Orders given to Securities Intermediary from time to time, sell or redeem Investments, and apply amounts transferred to or held for the credit of the Reserve Account to make investments for credit to the Reserve Account, in Securities Intermediary’s name and as custodian under this Agreement, in Eligible Investments, or release such amounts to, or to the order of, Pledgor and (ii) on each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes that has not been rescinded under the Indenture, release all income from the investment of funds in the Reserve Account from the security interest granted to the Indenture Trustee in this Agreement and pay such amounts to, or to the order of, the Pledgor. During any Suspension Period and on each Payment Date after the occurrence of an Event of Default that results in the acceleration of the Notes which has not been rescinded under the Indenture, Pledgor’s right to direct such investments under this Section 4(b) shall be suspended, and Securities Intermediary shall not accept Entitlement Orders with respect to the Reserve Account from any person other than Secured Party; and any credit balances shall be invested and reinvested only as provided in Section 4(c).
(c) Secured Party’s Right to Direct Investment . During any Suspension Period and on each Payment Date after the occurrence of an Event of Default that results in the acceleration of the Notes which has not been rescinded under the Indenture, Securities Intermediary shall, in accordance with Secured Party’s written Entitlement Orders (which may be prepared and delivered by the Administrator acting in its capacity as such) given to Securities Intermediary from time to time, sell or redeem Investments, and apply amounts transferred to or held for the credit of the Reserve Account to make investments for credit to the Re