Material Agreement - Form 8-K

On April 30, 2024 (the "Closing Date"), Toyota Auto Finance Receivables LLC ("TAFR LLC") transferred certain motor vehicle retail installment sales contracts (the "Receivables") to Toyota Auto Receivables 2024-B Owner Trust (the "Trust"). The Trust granted a security interest in the Receivables to U.S. Bank National Association, as indenture trustee (the "Indenture Trustee"), and issued: (i) Class A-1 Asset-Backed Notes in the aggregate original principal amount of $375,000,000; (ii) Class A-2a Asset-Backed Notes in the aggregate original principal amount of $262,100,000; (iii) Class A-2b Asset-Backed Notes in the aggregate original principal amount of $357,900,000; (iv) Class A-3 Asset-Backed Notes in the aggregate original principal amount of $620,000,000; (v) Class A-4 Asset-Backed Notes in the aggregate original principal amount of $91,260,000; and (vi) Class B Asset-Backed Notes in the aggregate original principal amount of $43,740,000 (collectively, the "Notes"), which are further described in the Final Prospectus dated April 23, 2024 and which were issued on the Closing Date. In connection with the issuance and sale of the Notes, this Current Report on Form 8-K is being filed to file copies of the following agreements, each dated as of the Closing Date:

1.	a Receivables Purchase Agreement (the "Receivables Purchase Agreement") between Toyota Motor Credit Corporation ("TMCC"), as seller, and TAFR LLC, as purchaser, pursuant to which TMCC transferred certain motor vehicle retail installment sales contracts (the "Receivables") to TAFR LLC;

2.

a Sale and Servicing Agreement (the "Sale and Servicing Agreement") among TAFR LLC, as seller, TMCC, as servicer (in such capacity, the "Servicer") and sponsor, and the Trust, as issuer, pursuant to which TAFR LLC transferred the Receivables to the Trust and the Receivables are serviced by the Servicer;

3.	an Amended and Restated Trust Agreement (the "Amended and Restated Trust Agreement") between TAFR LLC and Wilmington Trust, National Association, as owner trustee (the "Owner Trustee");

4.	an Asset Representations Review Agreement (the "Asset Representations Review Agreement") among the Trust, TMCC, as Servicer and administrator (in such capacity, the

5.	an Indenture (the "Indenture") between the Trust, as issuer, and U.S. Bank National Association, as indenture trustee (in such capacity, the "Indenture Trustee") and securities intermediary (in such capacity, the "Securities Intermediary"), pursuant to which the Trust issued the Notes;

6.	an Administration Agreement (the "Administration Agreement") among the Administrator, the Trust and the Indenture Trustee, relating to the provision by the Administrator of certain services for the Trust; and

7.

a Securities Account Control Agreement (the "Securities Account Control Agreement") among TAFR LLC, as pledgor, the Indenture Trustee, as secured party, and the Securities Intermediary, relating to the pledge and grant of "control" (as such term is defined in the Uniform Commercial Code as in effect on the Closing Date in New York) of the Reserve Account to the Indenture Trustee, on behalf of the holders of the Notes.