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 ”).
PRELIMINARY STATEMENTS
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:
(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
Acct
Name: CTAS Funds Control
Ref: Toyota
2011-A Port TSR11A.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
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 the Secured Party.
(d) Overnight
Investments . To the extent that, as of
12:00 noon, New York time on any Business Day, there are
credit balances expected to remain after settlement of all pending
transactions in the Reserve Account, unless otherwise instructed by
Secured Party (or by Administrator acting in its capacity as such,
or by Pledgor at all times other than during a Suspension Period or
a 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 apply
the expected credit balances to acquire Overnight
Investments. Any Overnight Investments shall be held for
the credit of the Reserve Account from which the proceeds for
acquisition was derived.
(e) Actions of
Securities Intermediary on Purchase of Investments
. Promptly upon the purchase, acquisition or transfer
for credit of the Reserve Account of any Investment, Securities
Intermediary shall take all steps that it customarily takes in the
ordinary course of its
business to
ensure that such Investment is credited on its books to the Reserve
Account. Without limiting the generality of the
foregoing, Securities Intermediary shall promptly (i) send to
Pledgor and Secured Party a written confirmation of the acquisition
of such Investment, and (ii) indicate by book entry in its
records that such Investment has been credited to, and is held for
the credit of, the Reserve Account. Securities
Intermediary agrees with Pledgor and Secured Party that any credit
balances or property credited to, or held for the credit of, the
Reserve Account shall be treated as “Financial Assets”
as that term is defined in Section 8-103(a)(9)(iii) of the
UCC.
(f) Grant of
Control . Anything contained herein to the contrary
notwithstanding, Securities Intermediary shall, if and as directed
in writing by Secured Party, without the consent of
Pledgor, whether during a Suspension Period or otherwise,
(i) comply with Entitlement Orders originated by Secured Party
with respect to the Reserve Account, and any Security Entitlements
therein, (ii) transfer, sell or redeem any of the Collateral,
(iii) transfer any or all of the Collateral to any account or
accounts designated by Secured Party, including an account
established in Secured Party’s name (whether at Secured Party
or Securities Intermediary or otherwise), (iv) register title
to any Collateral in any name specified by Secured Party consistent
with the policies or practices of the applicable depository,
including the name of Secured Party or any of its nominees or
agents, without reference to any interest of Pledgor, or
(v) otherwise deal with the Collateral as directed by Secured
Party. Nothing contained in this paragraph shall
constitute a waiver by Pledgor of any rights or remedies it may
have against Secured Party under this Agreement or any other
agreement.
(g) Deposit of
Proceeds . Subject to Section 4(b), any
interest, cash dividends or other cash distributions received in
respect of any Investments and the net proceeds of
any sale or payment of any Investments shall be promptly credited
to, and held for the credit of the Reserve Account, and any
distribution of property other than cash in respect of any
Investment shall be credited to, and held for the credit of, the
Reserve Account.
(h) Valuation of
Collateral . Securities Intermediary shall provide
view only access to its systems to Secured Party for the purpose of
communicating data as to the Reserve Account as of that
date.
Section 5.
Grant of Security Interest in
Reserve Account; Covenant Against Creation of other
Interests.
(a) Security
Interest . Pledgor hereby grants to the Indenture
Trustee, for the benefit of the Holders of the Notes, all of the
Pledgor’s right, title and interest in and to the Reserve
Account and all funds and investment property on deposit from time
to time in the Reserve Account, in each case whether now or
hereafter existing or in which the Pledgor now has or hereafter
acquires an interest and wherever the same may be
located. Securities Intermediary hereby acknowledges the
security interest granted by the Pledgor in favor of the Indenture
Trustee, for the benefit of the Holders of the Notes, in the
Reserve Account and funds and investment property on deposit from
time to time therein and acknowledges that, on each Payment Date
(i) prior to the occurrence of an Event of Default that results in
an acceleration of the Notes that has not been rescinded under the
Indenture and (ii) for so long as a Suspension Period is not
continuing on such Payment Date, all income from the investment of
funds in the
Reserve Account
will be (i) released from the security interest granted to the
Indenture Trustee in this Agreement and (ii) paid to, or to the
order of, the Pledgor.
(b) Acknowledgement
of Securities Intermediary’s Role . Securities
Intermediary hereby further acknowledges that, during any
Suspension Period, it holds the Reserve Account, and all Security
Entitlements therein, as custodian for, for the benefit of, and
subject to the control of, Secured Party. During any
Suspension Period, Securities Intermediary shall, by book entry or
otherwise, indicate that the Reserve Account, and all Security
Entitlements registered to or held therein, are subject to the
control of Secured Party as provided in Sections 4(c) and
4(e). Securities Intermediary hereby further
acknowledges that, at all times other than during a Suspension
Period, it shall hold the Reserve Account, and all Security
Entitlements therein, as custodian for, for the benefit of, and
subject to the direction of, Pledgor at all times other than during
a Suspension Period, Securities Intermediary shall, by book entry
or otherwise, indicate that the Reserve Account, and all Security
Entitlements registered to or held therein, are subject to the
direction of Pledgor as provided in Section 4(b).
(c) Securities
Intermediary Has No Notice of Adverse Claims
. Securities Intermediary represents and warrants that
(i) it has no notice of any Adverse Claim against any of the
Collateral other than the claim of Secured Party under this
Agreement, the Sale and Servicing Agreement and the Indenture; and
(ii) it is not party to any agreement other than this
Agreement that governs its rights or duties, or limits or conflicts
with the rights of Secured Party, including the exclusive right of
Secured Party to control as provided in Section 4(e), with
respect to the Reserve Account.
(d) Securities
Intermediary Shall Not Acknowledge Other Claims
. Securities Intermediary agrees that, except as
expressly provided in this Agreement (including Sections 4(b)
and 6(d)) or with the written consent of Secured Party, it shall
not agree to or acknowledge (i) any right by any Person other
than Secured Party to originate Entitlement Orders or control with
respect to the Reserve Account; or (ii) any limitation on the
right of Secured Party to originate Entitlement
