Toyota Auto Receivables 2024-C Owner Trust Sample Contracts

INDENTURE
Indenture • July 30th, 2024 • Toyota Auto Receivables 2024-C Owner Trust • Asset-backed securities • New York

INDENTURE, dated as of July 30, 2024, between TOYOTA AUTO RECEIVABLES 2024-C OWNER TRUST, a Delaware statutory trust (the “Issuer”), and CITIBANK, N.A., a national banking association, as indenture trustee and not in its individual capacity (the “Indenture Trustee”) and as securities intermediary (the “Securities Intermediary”).

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AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • July 30th, 2024 • Toyota Auto Receivables 2024-C Owner Trust • Asset-backed securities • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 30, 2024, by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Owner Trustee, amending and restating in its entirety the Trust Agreement dated as of October 2, 2023 (the “Original Trust Agreement”), by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as owner trustee, and herein referred to as the “Trust Agreement” or this “Agreement.”

ADMINISTRATION AGREEMENT
Administration Agreement • July 30th, 2024 • Toyota Auto Receivables 2024-C Owner Trust • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of July 30, 2024 (this “Agreement”), among TOYOTA AUTO RECEIVABLES 2024-C OWNER TRUST, a Delaware statutory trust (the “Issuer”), TOYOTA MOTOR CREDIT CORPORATION, a California corporation, as administrator (the “Administrator”), and CITIBANK, N.A., a national banking association, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).

SALE AND SERVICING AGREEMENT
Sale and Servicing Agreement • July 30th, 2024 • Toyota Auto Receivables 2024-C Owner Trust • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT, dated as of July 30, 2024, among TOYOTA AUTO RECEIVABLES 2024-C OWNER TRUST, a Delaware statutory trust (the “Issuer”), TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company (“TAFR LLC” or the “Seller”), and TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC,” the “Sponsor” or the “Servicer”).

RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • July 30th, 2024 • Toyota Auto Receivables 2024-C Owner Trust • Asset-backed securities • New York

RECEIVABLES PURCHASE AGREEMENT, dated as of July 30, 2024, between TOYOTA MOTOR CREDIT CORPORATION, a California corporation, as seller (the “Seller”), and TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as purchaser (the “Purchaser”).

ASSET REPRESENTATIONS REVIEW AGREEMENT among TOYOTA AUTO RECEIVABLES 2024-C OWNER TRUST, as Issuer, TOYOTA MOTOR CREDIT CORPORATION, as Servicer and Administrator, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of...
Asset Representations Review Agreement • July 30th, 2024 • Toyota Auto Receivables 2024-C Owner Trust • Asset-backed securities • New York

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of July 30, 2024 (this “Agreement”), among TOYOTA AUTO RECEIVABLES 2024-C 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 CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”).

FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT (Toyota Auto Receivables 2024-C Owner Trust Reserve Account)
Securities Account Control Agreement • July 25th, 2024 • Toyota Auto Receivables 2024-C Owner Trust • Asset-backed securities • New York

This Securities Account Control Agreement (the “Agreement”) is dated as of July 30, 2024 and entered into among Toyota Auto Finance Receivables LLC (the “Pledgor”), a Delaware limited liability company, Citibank, N.A., 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 (as defined below), and Citibank, N.A., 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 July 30, 2024, among Toyota Auto Receivables 2024-C Owner Trust, a statutory trust formed pursuant to the laws of the State of Delaware (the “Issuer”), Toyota Auto Finance Receivables LLC, as seller, and Toyota Motor Credit Corporation (“TMCC”), as servicer and sponsor (the “Sale and Servicing Agreement”).

SECURITIES ACCOUNT CONTROL AGREEMENT (Toyota Auto Receivables 2024-C Owner Trust Reserve Account)
Securities Account Control Agreement • July 30th, 2024 • Toyota Auto Receivables 2024-C Owner Trust • Asset-backed securities • New York

This Securities Account Control Agreement (the “Agreement”) is dated as of July 30, 2024 and entered into among Toyota Auto Finance Receivables LLC (the “Pledgor”), a Delaware limited liability company, Citibank, N.A., 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 (as defined below), and Citibank, N.A., 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 July 30, 2024, among Toyota Auto Receivables 2024-C Owner Trust, a statutory trust formed pursuant to the laws of the State of Delaware (the “Issuer”), Toyota Auto Finance Receivables LLC, as seller, and Toyota Motor Credit Corporation (“TMCC”), as servicer and sponsor (the “Sale and Servicing Agreement”).

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