0000929638-22-000783 Sample Contracts

AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • April 13th, 2022 • Toyota Auto Receivables 2022-B Owner Trust • Asset-backed securities • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 13, 2022, 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 July 19, 2021 (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.”

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ADMINISTRATION AGREEMENT
Administration Agreement • April 13th, 2022 • Toyota Auto Receivables 2022-B Owner Trust • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of April 13, 2022 (this “Agreement”), among TOYOTA AUTO RECEIVABLES 2022-B OWNER TRUST, a Delaware statutory trust (the “Issuer”), TOYOTA MOTOR CREDIT CORPORATION, a California corporation, as administrator (the “Administrator”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, 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 • April 13th, 2022 • Toyota Auto Receivables 2022-B Owner Trust • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT, dated as of April 13, 2022, among TOYOTA AUTO RECEIVABLES 2022-B 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”).

SECURITIES ACCOUNT CONTROL AGREEMENT (Toyota Auto Receivables 2022-B Owner Trust Reserve Account)
Securities Account Control Agreement • April 13th, 2022 • Toyota Auto Receivables 2022-B Owner Trust • Asset-backed securities • New York

This Securities Account Control Agreement (the “Agreement”) is dated as of April 13, 2022 and entered into between Toyota Auto Finance Receivables LLC (the “Pledgor”), a Delaware limited liability company, U.S. Bank Trust Company, National Association, 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 April 13, 2022, among Toyota Auto Receivables 2022-B Owner Trust, a statutory trust formed pursuant to the laws of the State of Delaware (the “Issuer”), the Indenture Trustee and U.S. Bank National Association, 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 April 13, 2022, between the Issuer, Toyota Auto Finance Receivables LLC

RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • April 13th, 2022 • Toyota Auto Receivables 2022-B Owner Trust • Asset-backed securities • New York

RECEIVABLES PURCHASE AGREEMENT, dated as of April 13, 2022, 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 2022-B 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 • April 13th, 2022 • Toyota Auto Receivables 2022-B Owner Trust • Asset-backed securities • New York

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of April 13, 2022 (this “Agreement”), among TOYOTA AUTO RECEIVABLES 2022-B 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”).

INDENTURE
Indenture • April 13th, 2022 • Toyota Auto Receivables 2022-B Owner Trust • Asset-backed securities • New York

INDENTURE, dated as of April 13, 2022, between TOYOTA AUTO RECEIVABLES 2022-B OWNER TRUST, a Delaware statutory trust (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as indenture trustee and not in its individual capacity (the “Indenture Trustee”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as securities intermediary (the “Securities Intermediary”).

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