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                         RECEIVABLES PURCHASE AGREEMENT



                        TOYOTA MOTOR CREDIT CORPORATION,

                                    as Seller



                                       and



                  TOYOTA MOTOR CREDIT RECEIVABLES CORPORATION,

                                  as Purchaser





                            Dated as of June 1, 2000



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                                TABLE OF CONTENTS
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                                                                                                              PAGE

                                   ARTICLE I.

                                   DEFINITIONS

<S>                   <C>                                                                                      <C>
SECTION 1.01          Definitions................................................................................1
SECTION 1.02          Other Definitional Provisions..............................................................4

                                   ARTICLE II.

                            CONVEYANCE OF RECEIVABLES

SECTION 2.01          Conveyance of Receivables..................................................................4
SECTION 2.02          Representations and Warranties of the Seller and the Purchaser.............................5
SECTION 2.03          Representations and Warranties of the Seller as to the Receivables.........................8
SECTION 2.04          Covenants of the Seller...................................................................12

                                  ARTICLE III.

                      PAYMENT OF RECEIVABLES PURCHASE PRICE

SECTION 3.01          Payment of Receivables Purchase Price.....................................................13

                                   ARTICLE IV.

                                   TERMINATION

SECTION 4.01          Termination...............................................................................13

                                   ARTICLE V.

                            MISCELLANEOUS PROVISIONS

SECTION 5.01          Amendment.................................................................................13
SECTION 5.02          Protection of Right, Title and Interest to Receivables....................................13
SECTION 5.03          Governing Law.............................................................................14
SECTION 5.04          Notices...................................................................................14
SECTION 5.05          Severability of Provisions................................................................14
SECTION 5.06          Assignment................................................................................15
SECTION 5.07          Further Assurances........................................................................15
SECTION 5.08          No Waiver; Cumulative Remedies............................................................15
SECTION 5.09          Counterparts..............................................................................15
SECTION 5.10          Third-Party Beneficiaries.................................................................15
SECTION 5.11          Merger and Integration....................................................................15
SECTION 5.12          Headings..................................................................................15
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<S>                   <C>                                                                                       <C>
SECTION 5.13          Indemnification...........................................................................16
SECTION 5.14          Merger or Consolidation of, or Assumption of the
                      Obligations of, the Seller................................................................16

Schedule A - Schedule of Receivables...........................................................................A-1
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                                                     ii
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         RECEIVABLES PURCHASE AGREEMENT, dated as of June 1, 2000, between
Toyota Motor Credit Corporation, a California corporation, as seller, and Toyota
Motor Credit Receivables Corporation, a California corporation, as purchaser.

         In consideration of the premises and mutual agreements herein
contained, each party agrees as follows for the benefit of the other party and
for the benefit of the Purchaser, Issuer and Indenture Trustee:

                                   ARTICLE I.

                                   DEFINITIONS

         SECTION 1.01 DEFINITIONS. Whenever used in this Agreement, the
following words and phrases shall have the following meanings:

         "AGREEMENT" shall mean this Receivables Purchase Agreement and all
amendments hereof and supplements hereto.

         "AMOUNT FINANCED" in respect of a Receivable means the aggregate amount
advanced under such Receivable toward the purchase price of the related Financed
Vehicle and any related costs, including but not limited to accessories,
insurance premiums, service and warranty contracts and other items customarily
financed as part of retail automobile and light duty truck installment sale
contracts.

         "ANNUAL PERCENTAGE RATE" or "APR" of a Receivable means the annual rate
of finance charges specified in such Receivable.

         "BASIC DOCUMENTS" means this Receivables Purchase Agreement, the Trust
Agreement, the Sale and Servicing Agreement, the Indenture, the Administration
Agreement, the Securities Account Control Agreement and the other documents and
certificates delivered in connection herewith and therewith.

         "CLOSING DATE" shall mean June 27, 2000.

         "CUTOFF DATE" shall mean June 1, 2000.

         "DEALER RECOURSE" means, with respect to a Receivable, all recourse
rights against the Dealer which originated the Receivable, and any successor
Dealer.

         "DEFERRED PREPAYMENT" means, with respect to a Precomputed Receivable
and a Collection Period, the aggregate amount, if any, of Payments Ahead
remitted to the Servicer in respect of such Receivable during one or more prior
Collection Periods and currently held by the Servicer or in the Payahead
Account.

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         "FINANCED VEHICLE" means, with respect to a Receivable, the related
automobile or light duty truck, as the case may be, together with all accessions
thereto, securing the related Obligor's indebtedness under such Receivable.

         "INDENTURE TRUSTEE" shall mean U.S. Bank National Association, as
indenture trustee under the Indenture, or any successor trustee thereunder.

         "LIEN" means any security interest, lien, charge, pledge, equity or
encumbrance of any kind other than tax liens, mechanics' liens and any liens
that attach to a Receivable or any property, as the context may require, by
operation of law.

         "LIQUIDATION PROCEEDS" means, with respect to a Defaulted Receivable,
all amounts realized with respect to such Receivable from whatever sources
(including, without limitation, proceeds of any Insurance Policy), net of
amounts that are required by law or such Receivable to be refunded to the
related Obligor.

         "OBLIGOR" on a Receivable means the purchaser or co-purchasers of the
related Financed Vehicle purchased in part or in whole by the execution and
delivery of such Receivable or any other Person who owes or may be liable for
payments under such Receivable.

         "OWNER TRUSTEE" shall mean U.S. Bank National Association, as owner
trustee under the Trust Agreement, or any successor trustee thereunder.

         "PURCHASER" shall mean Toyota Motor Credit Receivables Corporation, in
its capacity as purchaser of the Receivables under this Agreement, and its
successors and assigns.

         "RECEIVABLE" means any retail installment sale contract executed by an
Obligor in respect of a Financed Vehicle, and all proceeds thereof and payments
thereunder, which Receivable shall be identified in the Schedule of Receivables.

         "RECEIVABLE FILE" means with respect to each Receivable:

                  (a) the fully executed original of the Receivable;

                  (b) documents evidencing or related to any Insurance Policy;

                  (c) the original credit application of each Obligor, fully
         executed by such Obligor on TMCC's customary form, or on a form
         approved by TMCC, for such application;

                  (d) the original certificate of title (or evidence that such
         certificate of title has been applied for) or such documents that the
         Servicer shall keep on file, in accordance with TMCC's customary
         procedures, evidencing the security interest in the related Financed
         Vehicle; and

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                  (e) any and all other documents that the Seller or the
         Servicer, as the case may be, shall keep on file, in accordance with
         its customary procedures, relating to such Receivable or the related
         Obligor or Financed Vehicle.

         "RECEIVABLES PURCHASE PRICE" shall mean $1,563,284,408.20.

         "RELEASED WARRANTY AMOUNT" means, with respect to a Payment Date and to
a Warranty Receivable, the Deferred Prepayment, if any, for such Warranty
Receivable.

         "SALE AND SERVICING AGREEMENT" shall mean the Sale and Servicing
Agreement dated as of June 1, 2000, by and among Toyota Auto Receivables 2000-A
Owner Trust, as issuer, Toyota Motor Credit Receivables Corporation, as seller,
and Toyota Motor Credit Corporation, as servicer, and, as to which, the
Indenture Trustee is a third party beneficiary.

         "SECURITIES ACCOUNT CONTROL AGREEMENT" shall have the meaning ascribed
thereto in the Sale and Servicing Agreement.

         "SELLER" shall mean Toyota Motor Credit Corporation, in its capacity as
seller of the Receivables under this Agreement, and its successors and assigns.

         "SCHEDULE OF RECEIVABLES" means the schedule of receivables described
in Section 2.01(a) and attached as Schedule A hereto.

         "TRUST" means the Toyota Auto Receivables 2000-A Owner Trust, a
Delaware business trust.

         "TRUST AGREEMENT" means the Amended and Restated Trust Agreement dated
as of June 1, 2000, by and between Toyota Motor Credit Receivables Corporation,
as depositor, U.S. Bank National Association, as Owner Trustee, and First Union
Trust Company, National Association, as Delaware Co-trustee.

         "WARRANTY PURCHASE PAYMENT" means, with respect to a Payment Date and
to (1) a Warranty Receivable which is a Precomputed Receivable repurchased by
the Seller as of the close of business on the last day of the related Collection
Period, (a) the sum of (i) all Scheduled Payments on such Receivable due after
the last day of such Collection Period, (ii) all past due Scheduled Payments for
which an Advance has not been made, (iii) an amount equal to any reimbursement
of Outstanding Advances made pursuant to Section 5.04(b) of the Sale and
Servicing Agreement with respect to such Receivable and (iv) an amount equal to
all other Outstanding Advances made pursuant to Section 5.04(c) of the Sale and
Servicing Agreement with respect to such Receivable, minus (b) the sum of (i)
any Rebate (except to the extent specified in Section 4.03 of the Sale and
Servicing Agreement) and (ii) any other proceeds in respect of such Receivable
received during any Collection Period prior to or during such Collection Period
(to the extent applied to reduce the Principal Balance of such Receivable on
such Payment Date), and (2) a Warranty Receivable which is a Simple Interest
Receivable repurchased by the Seller as of the close of business on the last day
of the related Collection Period, the sum of (a) the unpaid principal balance
owed by the Obligor in respect of such Receivable as of the last day of the
related Collection Period plus (b) interest on such unpaid

                                3
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principal balance at a rate equal to the related APR to the last day in the
related Collection Period.

         "WARRANTY RECEIVABLE" means a Receivable purchased by the Seller
pursuant to Section 2.03(c).

         SECTION 1.02          OTHER DEFINITIONAL PROVISIONS.

                  (a) All capitalized terms not otherwise defined in this
Agreement shall have the defined meanings used in the Sale and Servicing
Agreement or Trust Agreement, as the case may be.

                  (b) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement; Section, subsection
and Schedule references contained in this Agreement are references to Sections,
subsections and Schedules in or to this Agreement unless otherwise specified;
and the word "including" means including without limitation.

                                   ARTICLE II.

                            CONVEYANCE OF RECEIVABLES

         SECTION 2.01      CONVEYANCE OF RECEIVABLES.

                  (a) Subject to the terms and conditions of this Agreement, on
the Closing Date the Seller agrees to sell to the Purchaser, and the Purchaser
agrees to purchase from the Seller, without recourse (subject to the Seller's
obligations hereunder):

                  (i) all right, title and interest of the Seller in and to the
                  Receivables listed in the Schedule of Receivables and all
                  monies due thereon or paid thereunder or in respect thereof
                  (including proceeds of the repurchase of Receivables by the
                  Seller pursuant to Section 2.03(c)) on or after the Cutoff
                  Date;

                  (ii) the interest of the Seller in the security interests in
                  the Financed Vehicles granted by the Obligors pursuant to the
                  Receivables and any accessions thereto;

                  (iii) the interest of the Seller in any proceeds of any
                  physical damage insurance policies covering Financed Vehicles
                  and in any proceeds of any credit life or credit disability
                  insurance policies relating to the Receivables or the
                  Obligors;

                  (iv)     the interest of the Seller in any Dealer Recourse;

                  (v) the right of the Seller to realize upon any property
                  (including the right to receive future Liquidation Proceeds)
                  that shall have secured a Receivable and have been repossessed
                  in accordance with the terms thereof; and

                  (vi)     all proceeds of the foregoing.

                                            4
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         It is the intention of the Seller that the transfer and assignment
contemplated by this Agreement shall constitute a sale of the Receivables from
the Seller to the Purchaser and the beneficial interest in and title to the
Receivables shall not be part of the Seller's estate in the event of the filing
of a bankruptcy petition by or against the Seller under any bankruptcy law. The
Seller agrees to execute and file all filings (including filings under the UCC)
necessary in any jurisdiction to provide third parties with notice of the sale
of the Receivables pursuant to this Agreement and to perfect such sale under the
UCC.

                  (b) In connection with the foregoing conveyance, the Seller
agrees to record and file in California, at its own expense, a financing
statement with respect to the Receivables necessary to provide third parties
with notice of the conveyance hereunder and to perfect the sale of the
Receivables to the Purchaser, and the proceeds thereof (and any continuation
statements as are required by applicable state law), and to deliver a
file-stamped copy of each such financing statement (or continuation statement)
or other evidence of such filings (which may, for purposes of this Section,
consist of telephone confirmation of such filing with the file stamped copy of
each such filing to be provided to the Purchaser in due course), as soon as is
practicable after receipt by the Seller thereof.

         In connection with the foregoing conveyance, the Seller further agrees,
at its own expense, on or prior to the Closing Date (i) to annotate and indicate
in its computer files that the Receivables have been transferred to the
Purchaser pursuant to this Agreement, (ii) to deliver to the Purchaser a
computer file or printed or microfiche list containing a true and complete list
of all such Receivables, identified by account number and by the Principal
Balance of each Receivable as of the Cutoff Date, which file or list shall be
marked as Schedule A to this Agreement and is hereby incorporated into and made
a part of this Agreement and (iii) to deliver the Receivable Files to or upon
the order of the Purchaser.

         SECTION 2.02   REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE
                        PURCHASER.

                  (a) The Seller hereby represents and warrants to the Purchaser
as of the date of this Agreement and the Closing Date that:

                  (i) ORGANIZATION AND GOOD STANDING. The Seller shall have been
                  duly organized and shall be validly existing as a corporation
                  in good standing under the laws of the State of California,
                  with corporate power and authority to own its properties and
                  to conduct its business as such properties shall be currently
                  owned and such business is presently conducted, and had at all
                  relevant times, and shall now have, corporate power, authority
                  and legal right to acquire, own and sell the Receivables.

                  (ii) DUE QUALIFICATION. The Seller shall be duly qualified to
                  do business as a foreign corporation in good standing, and
                  shall have obtained all necessary licenses and approvals in
                  all jurisdictions in which the ownership or lease of property
                  or the conduct of its business shall require such
                  qualifications and where the failure to so qualify will have a
                  material adverse effect on the ability of the Seller to
                  conduct its business or perform its obligations under this
                  Agreement.

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                  (iii) POWER AND AUTHORITY. The Seller shall have the corporate
                  power and authority to execute and deliver this Agreement and
                  to carry out its terms; and the execution, delivery and
                  performance of this Agreement shall have been duly authorized
                  by the Seller by all necessary corporate action.

                  (iv) BINDING OBLIGATION. This Agreement shall constitute a
                  legal, valid and binding obligation of the Seller enforceable
                  in accordance with its terms, except as enforceability may be
                  limited by bankruptcy, insolvency, reorganization, moratorium
                  and other similar laws affecting creditors' rights generally
                  or by general principles of equity.

                  (v) NO VIOLATION. The consummation of the transactions
                  contemplated by this Agreement and the fulfillment of the
                  terms hereof shall not conflict with, result in any breach of
                  any of the terms and provisions of, nor constitute (with or
                  without notice or lapse of time) a default under, the articles
                  of incorporation or bylaws of the Seller, or conflict with or
                  breach any of the material terms or provisions of, or
                  constitute (with or without notice or lapse of time) a default
                  under, any indenture, agreement or other instrument to which
                  the Seller is a party or by which it shall be bound; nor
                  result in the creation or imposition of any lien upon any of
                  its properties pursuant to the terms of any such indenture,
                  agreement or other instrument (other than the Basic
                  Documents); nor violate any law or, to the best of the
                  Seller's knowledge, any order, rule or regulation applicable
                  to the Seller of any court or of any federal or state
                  regulatory body, administrative agency or other governmental
                  instrumentality having jurisdiction over the Seller or its
                  properties; which breach, default, conflict, lien or violation
                  would have a material adverse effect on the earnings, business
                  affairs or business prospects of the Seller.

                  (vi) NO PROCEEDINGS. There is no action, suit or proceeding
                  before or by any court or governmental agency or body,
                  domestic or foreign, now pending, or to the Seller's
                  knowledge, threatened, against or affecting the Seller: (i)
                  asserting the invalidity of this Agreement, (ii) seeking to
                  prevent the consummation of any of the transactions
                  contemplated by this Agreement or (iii) seeking any
                  determination or ruling that might materially and adversely
                  effect the performance by the Seller of its obligations under,
                  or the validity or enforceability of, this Agreement.

                  (b) The Purchaser hereby represents and warrants to the Seller
as of the date of this Agreement and the Closing Date that:

                  (i) ORGANIZATION AND GOOD STANDING. The Purchaser shall have
                  been duly organized and shall be validly existing as a
                  corporation in good standing under the laws of the State of
                  California, and has corporate power and authority to own its
                  properties and to conduct its business as such properties
                  shall be currently owned and such business is presently
                  conducted, and had at all relevant times, and shall now have,
                  corporate power, authority and legal right to acquire and own
                  the Receivables.

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                  (ii) DUE QUALIFICATION. The Purchaser shall be duly qualified
                  to do business as a foreign corporation in good standing, and
                  shall have obtained all necessary licenses and approvals in
                  all jurisdictions in which the ownership or lease of property
                  or the conduct of its business shall require such
                  qualifications and where the failure to so qualify will have a
                  material adverse effect on the ability of the Purchaser to
                  conduct its business or perform its obligations under this
                  Agreement.

                  (iii) POWER AND AUTHORITY. The Purchaser shall have the
                  corporate power and authority to execute and deliver this
                  Agreement and to carry out its terms; the Purchaser shall have
                  full corporate power and authority to purchase the property to
                  be purchased and shall have duly authorized such purchase; and
                  the execution, delivery and performance of this Agreement
                  shall have been duly authorized by the Purchaser by all
                  necessary corporate action.

                  (iv) BINDING OBLIGATION. This Agreement shall constitute a
                  legal, valid and binding obligation of the Purchaser
                  enforceable in accordance with its terms, except as
                  enforceability may be limited by bankruptcy, insolvency,
                  reorganization, moratorium and other similar laws affecting
                  creditors' rights generally or by general principles of
                  equity.

                  (v) NO VIOLATION. The consummation of the transactions
                  contemplated by this Agreement and the fulfillment of the
                  terms hereof shall not conflict with, result in any breach of
                  any of the terms and provisions of, nor constitute (with or
                  without notice or lapse of time) a default under, the articles
                  of incorporation or bylaws of the Purchaser, or conflict with
                  or breach any of the material terms or provisions of, or
                  constitute (with or without notice or lapse of time) a default
                  under, any indenture, agreement or other instrument to which
                  the Purchaser is a party or by which it shall be bound; nor
                  result in the creation or imposition of any Lien upon any of
                  its properties pursuant to the terms of any such indenture,
                  agreement or other instrument (other than the Basic
                  Documents), nor violate any law or, to the best of the
                  Purchaser's knowledge, any order, rule or regulation
                  applicable to the Purchaser of any court or of any federal or
                  state regulatory body, administrative agency or other
                  governmental instrumentality having jurisdiction over the
                  Purchaser or its properties; which breach, default, conflict,
                  Lien or violation would have a material adverse affect on the
                  earnings, business affairs or business prospects of the
                  Purchaser.

                  (vi) NO PROCEEDINGS. There is no action, suit or proceeding
                  before or by any court or governmental agency or body,
                  domestic or foreign, now pending, or to the Purchaser's
                  knowledge, threatened, against or affecting the Purchaser: (i)
                  asserting the invalidity of this Agreement, (ii) seeking to
                  prevent the consummation of any of the transactions
                  contemplated by this Agreement or (iii) seeking any
                  determination or ruling that might materially and adversely
                  affect the performance by the Purchaser of its obligations
                  under, or the validity or enforceability of, this Agreement.


                                           7
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                  (c) The representations and warranties set forth in this
Section shall survive the sale of the Receivables by the Seller to the Purchaser
pursuant to this Agreement and the sale of the Receivables by the Purchaser to
the Issuer pursuant to the Sale and Servicing Agreement. Upon discovery by the
Seller, the Purchaser or the Owner Trustee of a breach of any of the foregoing
representations and warranties, the party discovering such breach shall give
prompt written notice to the others.

         SECTION 2.03    REPRESENTATIONS AND WARRANTIES OF THE SELLER AS TO
THE RECEIVABLES.

                  (a) ELIGIBILITY OF RECEIVABLES. The Seller hereby represents
and warrants as of the Cutoff Date that:

                  (i) CHARACTERISTICS OF RECEIVABLES. Each Receivable (A) shall
         have been originated in the United States by a Dealer for the retail
         sale of the related Financed Vehicle in the ordinary course of such
         Dealer's business, shall have been fully and properly executed by the
         parties thereto, shall have been purchased by the Seller from such
         Dealer under an existing agreement with the Seller and shall have been
         validly assigned by such Dealer to the Seller in accordance with the
         terms of such agreement, (B) shall have created or shall create a
         valid, subsisting and enforceable first priority security interest in
         favor of the Seller in the related Financed Vehicle, which security
         interest shall be assignable and has been assigned by the Seller to the
         Purchaser, (C) shall provide for monthly payments that fully amortize
         the Amount Financed by maturity (except for minimally different
         payments in the first or last month in the life of the Receivable) and
         provide for a finance charge or yield interest at its APR, in either
         case calculated based on the Rule of 78s, the simple interest method or
         the actuarial method, (D) shall contain customary and enforceable
         provisions such that the rights and remedies of the holder thereof
         shall be adequate for realization against the collateral of the
         benefits of the security and (E) shall provide for, in the event that
         such Receivable is prepaid, a prepayment that fully pays the Principal
         Balance and includes accrued but unpaid interest.

                  (ii) SCHEDULE OF RECEIVABLES. The information set forth in the
         Schedule of Receivables shall be true and correct in all material
         respects as of the opening of business on the Cutoff Date, the
         Receivables were selected at random from the retail installment sale
         contracts included in the portfolio of the Seller meeting the selection
         criteria set forth in this Section and no selection procedures believed
         to be adverse to the interests of any Securityholders shall have been
         utilized in selecting the Receivables.

                  (iii) COMPLIANCE WITH LAW. To the knowledge of the Seller,
         each Receivable and each sale of the related Financed Vehicle shall
         have complied at the time it was originated or made, and shall comply
         at the time of execution of this Agreement in all material respects
         with all requirements of applicable federal, state and local laws, and
         regulations thereunder, including usury laws, the Federal
         Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit
         Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection
         Practices Act, the Federal Trade Commission Act, the Magnuson-Moss
         Warranty Act, Federal Reserve Board Regulations B, M and Z, to the

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         extent applicable, state adaptations of the National Consumer Act
         and of the Uniform Consumer Credit Code and other consumer credit,
         equal credit opportunity and disclosure laws, except with respect to
         applicable Florida documentary stamp taxes as to which the effect of
         noncompliance will not have a material adverse effect on such
         Receivable.

                  (iv) BINDING OBLIGATION. Each Receivable shall constitute the
         legal, valid and binding payment obligation in writing of the related
         Obligor, enforceable by the holder thereof in accordance with its
         terms, except as enforceability may be limited by bankruptcy,
         insolvency, reorganization, moratorium and other similar laws affecting
         the enforcement of creditors' rights in general and by general
         principles of equity, regardless of whether such enforceability shall
         be considered in a proceeding in equity or at law.

                  (v) NO BANKRUPT OBLIGORS. None of the Receivables shall be
         due, to the best knowledge of the Seller, from any Obligor who is
         presently the subject of a bankruptcy proceeding or is insolvent.

                  (vi) NO GOVERNMENT OBLIGORS. None of the Receivables shall be
         due from the United States or any state, or from any agency, department
         or instrumentality of the United States or any state or local
         government.

                  (vii) EMPLOYEE OBLIGORS. None of the Receivables shall be due
         from any employee of the Seller, the Purchaser or any of their
         respective affiliates.

                  (viii) SECURITY INTEREST IN FINANCED VEHICLES. Immediately
         prior to the sale, assignment and transfer thereof pursuant hereto,
         each Receivable shall be secured by a validly perfected first priority
         security interest in the related Financed Vehicle in favor of the
         Seller as secured party or all necessary and appropriate action with
         respect to such Receivable shall have been taken to perfect a first
         priority security interest in such Financed Vehicle in favor of the
         Seller as secured party.

                  (ix) RECEIVABLES IN FORCE. No Receivable shall have been
         satisfied, subordinated or rescinded, nor shall any Financed Vehicle
         have been released in whole or in part from the lien granted by the
         related Receivable.

                  (x) NO WAIVERS. No provision of a Receivable shall have been
         waived in such a manner that such Receivable fails to meet all of the
         other representations and warranties made by the Seller herein with
         respect thereto.

                  (xi) NO AMENDMENTS. No Receivable shall have been amended or
         modified in such a manner that the total number of Scheduled Payments
         has been increased or that the related Amount Financed has been
         increased or that such Receivable fails to meet all of the other
         representations and warranties made by the Seller herein with respect
         thereto.

                  (xii) NO DEFENSES. No facts shall be known to the Seller which
         would give rise to any right of rescission, setoff, counterclaim or
         defense, nor shall the same have been asserted or threatened, with
         respect to any Receivable.

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                  (xiii) NO LIENS. To the knowledge of the Seller, no liens or
         claims shall have been filed as of the date of this Agreement,
         including liens for work, labor or materials relating to a Financed
         Vehicle, that shall be liens prior to, or equal or coordinate with, the
         security interest in such Financed Vehicle granted by the related
         Receivable, which Liens shall not have been released or satisfied as of
         the Closing Date.

                  (xiv) NO DEFAULTS; NO REPOSSESSION. Except for payment
         defaults that, as of the Cutoff Date, have been continuing for a period
         of not more than 30 days, no default, breach, violation or event
         permitting acceleration under the terms of any Receivable shall have
         occurred as of the Cutoff Date; no continuing condition that with
         notice or the lapse of time would constitute a default, breach,
         violation or event permitting acceleration under the terms of any
         Receivable shall have arisen; the Seller shall not have waived any of
         the foregoing; and no Financed Vehicle has been repossessed without
         reinstatement as of the Cutoff Date.

                  (xv) INSURANCE. The terms of each Receivable require the
         Obligor to obtain and maintain physical damage insurance covering the
         related Financed Vehicle in accordance with the Seller's normal
         requirements. The terms of each Receivable allow, but do not require
         the Seller to (and the Seller, in accordance with its current normal
         servicing procedures, does not) obtain any such coverage on behalf of
         the Obligor.

                  (xvi) GOOD TITLE. It is the intention of the Seller that the
         transfer and assignment herein contemplated, taken as a whole,
         constitute a sale of the Receivables from the Seller to the Purchaser
         and that the beneficial interest in and title to the Receivables not be
         part of the debtor's estate in the event of the filing of a bankruptcy
         petition by or against the Seller under any bankruptcy law. No
         Receivable has been sold, transferred, assigned or pledged by the
         Seller to any Person other than the Purchaser, and no provision of a
         Receivable shall have been waived, as provided in clause (x) above;
         immediately prior to the transfer and assignment herein contemplated,
         the Seller had good and marketable title to each Receivable free and
         clear of all Liens and rights of others; immediately upon the transfer
         and assignment thereof, the Purchaser shall have good and marketable
         title to each Receivable, free and clear of all Liens and rights of
         others; and the transfer and assignment herein contemplated has been
         perfected under the UCC.

                  (xvii) LAWFUL ASSIGNMENT. No Receivable shall have been
         originated in, or shall be subject to the laws of, any jurisdiction
         under which the sale, transfer and assignment of such Receivable under
         this Agreement or pursuant to transfers of the related certificates of
         title shall be unlawful, void or voidable.

                  (xviii) ALL FILINGS MADE. As of the Closing Date, all filings
         (including UCC filings) necessary in any jurisdiction to provide third
         parties with notice of the transfer and assignment herein contemplated,
         to perfect the sale of the receivables from the Seller to the Purchaser
         and to give the Purchaser a first priority perfected security interest
         in the Receivables shall have been made.

                                       10

<PAGE>

                  (xix) ONE ORIGINAL. There shall be only one original executed
         copy of each Receivable.

                  (xx) CHATTEL PAPER. Each Receivable constitutes "chattel
         paper" as defined in the UCC.

                  (xxi) ADDITIONAL REPRESENTATIONS AND WARRANTIES. (A) Each
         Receivable shall have an original number of Scheduled Payments of not
         less than 12 nor more than 72 and, as of the Cutoff Date, a remaining
         number of Scheduled Payments of not less than 4 nor more than 72; (ii)
         each Receivable provides for the payment of a finance charge based on
         an APR ranging from 8% to 15%; (iii) each Receivable shall have had an
         original principal balance of not less than $776 and not more than
         $57,694 and, as of the Cutoff Date, an unpaid principal balance of not
         less than $340 nor more than $49,989; (iv) no Receivable was originated
         under a special financing program; (v) no Receivable shall have a
         Scheduled Payment that is more than 30 days past due as of the Cutoff
         Date; (vi) no Financed Vehicle was subject to force-placed insurance as
         of the Cutoff Date; (vii) there is no Receivable as to which payments
         ahead of more than 6 Scheduled Payments have been received from or on
         behalf of the related Obligor; and (viii) each Receivable is being
         serviced by Toyota Motor Credit Corporation.

                  (b) NOTICE OF BREACH. The representations and warranties set
forth in this Section shall speak as of the execution and delivery of this
Agreement, but shall survive the sale, transfer and assignment of the
Receivables to the Purchaser and any subsequent assignment or transfer pursuant
to Article Two of the Sale and Servicing Agreement. The Purchaser, the Seller or
the Owner Trustee, as the case may be, shall inform the other parties promptly,
in writing, upon discovery of any breach of the Seller's representations and
warranties pursuant to this Section which materially and adversely affects the
interests of the Purchaser (or any assignee thereof) in any Receivable.

                  (c) REPURCHASE OF RECEIVABLES. In the event of a breach of any
representation or warranty set forth in Section 2.03(a) which materially and
adversely affects the interest of the Purchaser (or any assignee thereof) in any
Receivable, unless such breach shall have been cured in all material respects,
the Seller shall repurchase such Receivable by the last day of the second
Collection Period following the Collection Period in which the discovery of the
breach is made or notice is received, as the case may be (or, at the option of
the Seller, the last day in the first Collection Period following the Collection
Period in which such discovery is made or such notice received). This repurchase
obligation shall obtain for all representations and warranties of the Seller
contained in Section 2.03(a) of this Agreement whether or not the Seller has
knowledge of the breach at the time of the breach or at the time the
representations and warranties were made. In consideration of the purchase of
any such Receivable, the Seller shall remit an amount equal to the Warranty
Purchase Payment in respect of such Receivable to the Purchaser, and the Seller
shall be entitled to receive the Released Warranty Amount from (or on behalf of)
the Purchaser. The sole remedy of the Purchaser (or any assignee thereof) with
respect to a breach of the Seller's representations and warranties pursuant to
this Agreement shall be to require the Seller to repurchase the related
Receivable pursuant to this Section. Upon any such repurchase, the Purchaser
shall, without further action, be deemed to transfer, assign,

                                       11

<PAGE>

set-over and otherwise convey to the Seller, without recourse, representation
or warranty, all the right, title and interest of the Purchaser in, to and
under such repurchased Receivable, all monies due or to become due with
respect thereto and all proceeds thereof. The Purchaser or the Owner Trustee,
as applicable, shall execute such documents and instruments of transfer or
assignment and take such other actions as shall reasonably be requested by
the Seller to effect the conveyance of such Receivable pursuant to this
Section.

         SECTION 2.04    COVENANTS OF THE SELLER.  The Seller hereby
covenants that:

                  (a) SECURITY INTERESTS. Except for the conveyances hereunder,
the Seller will not sell, pledge, assign or transfer to any other Person, or
grant, create, incur, assume or suffer to exist any Lien on any Receivable,
whether now existing or hereafter created, or any interest therein, the Seller
will immediately notify the Purchaser of the existence of any Lien on any
Receivable and, in the event that the interests of the Purchaser (or any
assignee thereof) in such Receivable are materially and adversely affected, such
Receivable shall be repurchased from the Purchaser by the Seller in the manner
and with the effect specified in Section 2.03(c), and the Seller shall defend
the right, title and interest of the Purchaser in, to and under the Receivables,
whether now existing or hereafter created, against all claims of third parties
claiming through or under the Seller; provided, however, that nothing in this
subsection shall prevent or be deemed to prohibit the Seller from suffering to
exist upon any of the Receivables, Liens for municipal or other local taxes if
such taxes shall not at the time be due and payable or if the Seller shall
currently be contesting the validity of such taxes in good faith by appropriate
proceedings and shall have set aside on its books adequate reserves with respect
thereto.

                  (b) DELIVERY OF PAYMENTS. The Seller agrees to deliver in kind
upon receipt to the Servicer under the Sale and Servicing Agreement (if other
than the Seller) all payments received by the Seller in respect of the
Receivables as soon as practicable after receipt thereof by the Seller from and
after the appointment of the Servicer as Servicer under the Sale and Servicing
Agreement with respect to the Toyota Auto Receivables 2000-A Owner Trust.

                  (c) CONVEYANCE OF RECEIVABLES. The Seller covenants and agrees
that it will not convey, assign, exchange or otherwise transfer the Receivables
to any Person prior to the termination of this Agreement pursuant to Article
Four hereof.

                  (d) NO IMPAIRMENT. The Seller shall take no action, nor omit
to take any action, which would impair the rights of the Purchaser in any
Receivable, nor shall it, except as expressly provided in this Agreement or the
Sale and Servicing Agreement, reschedule, revise or defer payments due on any
Receivable.

                  (e) DELIVERY OF OPINION OF COUNSEL. On the Closing Date, the
Seller will obtain and deliver to the Purchaser an Opinion of Counsel to the
effect that all of the Receivables originated in the State of California are
enforceable under California law and applicable federal laws, subject to
customary exceptions.

                                       12

<PAGE>

                                  ARTICLE III.

                      PAYMENT OF RECEIVABLES PURCHASE PRICE

         SECTION 3.01 PAYMENT OF RECEIVABLES PURCHASE PRICE. In consideration of
the sale of the Receivables from the Seller to the Purchaser as provided in
Section 2.01, on the Closing Date the Purchaser agrees to pay the Seller an
amount equal to the Receivables Purchase Price. The Receivables Purchase Price
shall be paid in the form of (i) $1,472,562,753.92, the net cash proceeds from
the public offering by the Purchaser of the Class A-2 Notes, the Class A-3 Notes
and the Class A-4 Notes (less amounts retained to pay expenses of the Purchaser
and to fund the Reserve Account Initial Deposit) and the net cash proceeds of
the sale of the Class A-1 Notes to TMCC, and (ii) $90,721,654.28 evidenced by an
advance under a subordinated non-recourse promissory note.

                                   ARTICLE IV.

                                   TERMINATION

         SECTION 4.01 TERMINATION. The respective obligations and
responsibilities of the Seller and the Purchaser created hereby shall terminate,
except for the indemnity obligations of the Seller as provided herein, upon the
termination of the Trust Agreement and dissolution of the Issuer as provided in
Article IX of the Trust Agreement.

                                   ARTICLE V.

                            MISCELLANEOUS PROVISIONS

         SECTION 5.01    AMENDMENT.

                  (a) This Agreement may be amended from time to time by the
Purchaser and the Seller to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein, or
to add any other provision with respect to matters or questions arising under
this Agreement which shall not be inconsistent with the provisions of this
Agreement or the Trust Agreement and Sale and Servicing Agreement; provided,
however, that such action shall not, as evidenced by an Opinion of Counsel to
the Purchaser delivered to the Owner Trustee, adversely affect in any material
respect the interests of the Issuer as assignee of the Purchaser's rights and
interests hereunder.

                  (b) This Agreement may also be amended from time to time by
the Purchaser and the Seller with the consent of the Owner Trustee for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement.

         SECTION 5.02   PROTECTION OF RIGHT, TITLE AND INTEREST TO RECEIVABLES.

                  (a) The Seller at its expense shall cause this Agreement, all
amendments hereto and/or all financing statements and continuation statements
and any other necessary documents covering the Purchaser's right, title and
interest to the Receivables and other property

                                       13

<PAGE>

conveyed by the Seller to the Purchaser hereunder to be promptly recorded,
registered and filed, and at all times to be kept recorded, registered and
filed, all in such manner and in such places as may be required by law fully
to preserve and protect the right, title and interest of the Purchaser
hereunder to all of the Receivables and such other property. The Seller shall
deliver to the Purchaser file-stamped copies of, or filing receipts for, any
document recorded, registered or filed as provided above, as soon as
available following such recording, registration or filing. The Purchaser and
the Owner Trustee shall cooperate fully with the Seller in connection with
the obligations set forth above and will execute any and all documents
reasonably required to fulfill the intent of this subsection.

                  (b) Within 30 days after the Seller makes any change in its
name, identity or corporate structure which would make any financing statement
or continuation statement filed in accordance with paragraph (a) above seriously
misleading within the meaning of Section 9402(7) of the UCC as in effect in the
applicable state, the Seller shall give the Purchaser notice of any such change
and shall execute and file such financing statements or amendments as may be
necessary to continue the perfection of the Purchaser's security interest in the
Receivables and the proceeds thereof.

                  (c) The Seller will give the Purchaser prompt written notice
of any relocation of any office from which the Seller keeps records concerning
the Receivables or of its principal executive office and whether, as a result of
such relocation, the applicable provisions of the UCC would require the filing
of any amendment of any previously filed financing or continuation statement or
of any new financing statement and shall execute and file such financing
statements or amendments as may be necessary to continue the perfection of the
interest of the Purchaser in the Receivables and the proceeds thereof.

         SECTION 5.03 GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.

         SECTION 5.04 NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by registered mail, return receipt requested, to (a) in
the case of the Purchaser, to Toyota Motor Credit Receivables Corporation, 19001
South Western Avenue, Torrance, California 90501, Attention: President; (b) in
the case of Toyota Motor Credit Corporation, 19001 South Western Avenue,
Torrance, California 90501, Attention: Treasury Department, Vice President,
Treasury; and (c) in the case of the Owner Trustee or the Indenture Trustee, to
U.S. Bank National Association, 111 East Wacker Drive, Suite 3000, Chicago,
Illinois 60601; or, as to any of such Persons, at such other address as shall be
designated by such Person in a written notice to the other Persons.

         SECTION 5.05 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions and terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement.

                                       14

<PAGE>

         SECTION 5.06 ASSIGNMENT. This Agreement may not be assigned by the
Purchaser or the Seller except as contemplated by this Section, Section 5.14 of
this Agreement, the Trust Agreement and the Sale and Servicing Agreement;
provided, however, that simultaneously with the execution and delivery of this
Agreement, the Purchaser shall assign all of its right, title and interest
herein to the Owner Trustee for the benefit of any Securityholders as provided
in Section 2.01 of the Sale and Servicing Agreement, to which the Seller hereby
expressly consents. The Seller also acknowledges that the Issuer will further
assign the rights and interests of the Purchaser hereunder to the Indenture
Trustee for the benefit of the Noteholders pursuant to the Indenture. The Seller
agrees to perform its obligations hereunder for the benefit of the Issuer, and
agrees that the Owner Trustee or the Indenture trustee, as applicable, may
enforce the provisions of this Agreement, exercise the rights of the Purchaser
and enforce the obligations of the Seller hereunder without the consent of the
Purchaser.
         SECTION 5.07 FURTHER ASSURANCES. The Seller and the Purchaser agree to
do and perform, from time to time, any and all acts and to execute any and all
further instruments required or reasonably requested by the other party hereto
or by the Owner Trustee more fully to effect the purposes of this Agreement,
including, without limitation, the execution of any financing statements,
amendments, continuation statements or releases relating to the Receivables for
filing under the provisions of the UCC or other law of any applicable
jurisdiction.

         SECTION 5.08 NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and
no delay in exercising, on the part of the Purchaser, the Owner Trustee, the
Indenture Trustee or the Seller, of any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exhaustive of any rights, remedies, powers and privileges
provided by law.

         SECTION 5.09 COUNTERPARTS. This Agreement may be executed in two or
more counterparts (and by different parties on separate counterparts), each of
which shall be an original, but all of which together shall constitute one and
the same instrument.

         SECTION 5.10 THIRD-PARTY BENEFICIARIES. This Agreement will inure to
the benefit of and be binding upon the parties signatory hereto, and the Owner
Trustee for the benefit of any Securityholders, which shall be considered to be
a third-party beneficiary hereof. Except as otherwise provided in this
Agreement, no other Person will have any right or obligation hereunder.

         SECTION 5.11 MERGER AND INTEGRATION. Except as specifically stated
otherwise herein, this Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement. This Agreement may not be
modified, amended, waived or supplemented except as provided herein.

         SECTION 5.12 HEADINGS. The headings herein are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.

                                       15

<PAGE>

         SECTION 5.13 INDEMNIFICATION. The Seller shall indemnify and hold
harmless the Purchaser, the Issuer, the Owner Trustee and the Securityholders
from and against any and all costs, expenses, losses, claims, damages, injury
and liabilities to the extent that such cost, expense, loss, claim, damage or
liability arose out of, and was imposed upon such Person through the willful
misconduct or negligence of the Seller in the performance of its duties under
this Agreement or by reason of reckless disregard of its obligations and duties
under this Agreement, including, but not limited to, any judgment, award,
settlement, reasonable attorneys' fees and other costs or expenses incurred in
connection with the defense of any actual or threatened action, proceeding or
claim; provided, however, that the Seller shall not indemnify any such Person if
such acts, omissions or alleged acts or omissions constitute negligence or
willful misconduct by the Purchaser, the Owner Trustee or any Securityholders.
In case any such action is brought against a party indemnified under this
Section 5.13 and it notifies the Seller of the commencement thereof, the Seller
will assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party (who may, unless there is, as evidenced by an Opinion of
Counsel stating that there is an unwaivable conflict of interest, be counsel to
the Seller), and the Seller will not be liable to such indemnified party under
this Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof, other than reasonable
costs of investigation.

         SECTION 5.14   MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, THE SELLER.

                  (a) The Seller shall not consolidate with or merge into any
other corporation or convey or transfer its properties and assets substantially
as an entirety to any Person, unless:

                  (i) the corporation formed by such consolidation or into which
                  the Seller is merged or the Person which acquires by
                  conveyance or transfer the properties and assets of the Seller
                  substantially as an entirety shall be organized and existing
                  under the laws of the United States or any State or the
                  District of Columbia, and, if the Seller is not the surviving
                  entity, shall expressly assume, by an agreement supplemental
                  hereto, executed and delivered to the Purchaser and the Owner
                  Trustee, in form reasonably satisfactory to the Purchaser and
                  the Owner Trustee, the performance of every covenant and
                  obligation of the Seller hereunder and shall benefit from all
                  the rights granted to the Seller hereunder in all material
                  respects; and

                  (ii) The Seller shall have delivered to the Purchaser and the
                  Owner Trustee an Officer's Certificate of the Seller and an
                  Opinion of Counsel each stating that such consolidation,
                  merger, conveyance or transfer and such supplemental agreement
                  comply with this Section and that all conditions precedent
                  herein provided for relating to such transaction have been
                  complied with.

                  (b) The obligations of the Seller hereunder shall not be
assignable nor shall any Person succeed to the obligations of the Seller
hereunder except in each case in accordance with the provisions of the foregoing
paragraph and of Section 5.06.

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                                       17




<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers as of the day and year first above
written.

                        TOYOTA MOTOR CREDIT CORPORATION,
                        as Seller

                        By:  /s/ GEORGE BORST
                           ---------------------------------------------------
                        Name:  George Borst
                        Title: Senior Vice President and General Manager


                        TOYOTA MOTOR CREDIT RECEIVABLES
                        CORPORATION,
                        as Purchaser


                        By:  /s/ LLOYD MISTELE
                           ---------------------------------------------------
                        Name:  Lloyd Mistele
                        Title: President


         ACCEPTED:

         U.S. BANK NATIONAL ASSOCIATION,
           not in its individual capacity
           but solely as Owner Trustee
           and as Indenture Trustee


         By:    /s/ MELISSA A. ROSAL
            --------------------------------------
         Name:   Melissa A. Rosal
         Title:  Vice President

                                       S-1

<PAGE>

                                                                    SCHEDULE A


                             SCHEDULE OF RECEIVABLES


                   Omitted -- originals on file at the offices
               of the Seller, the Purchaser and the Owner Trustee


                                       A-1