<PAGE>


                                                                     EXHIBIT 4.5

                     FORM OF RECEIVABLES PURCHASE AGREEMENT

                        TOYOTA MOTOR CREDIT CORPORATION,

                                    as Seller


                                       and


                       ---------------------------------,

                  TOYOTA MOTOR CREDIT RECEIVABLES CORPORATION,


                                  as Purchaser

                                  Dated as of o


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                                TABLE OF CONTENTS
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                                                                                         PAGE

                                    ARTICLE I

                                   DEFINITIONS

<S>               <C>                                                                     <C>
SECTION 1.1       Definitions...............................................................1
SECTION 1.2       Other Definitional Provisions.............................................2

                                   ARTICLE II

                            CONVEYANCE OF RECEIVABLES

SECTION 2.1       Conveyance of Receivables.................................................2
SECTION 2.2       Representations and Warranties of the Seller and the Purchaser............3
SECTION 2.3       Representations and Warranties of the Seller as to the Receivables........6
SECTION 2.4       Covenants of the Seller..................................................10

                                   ARTICLE III

                      PAYMENT OF RECEIVABLES PURCHASE PRICE

SECTION 3.1       Payment of Receivables Purchase Price....................................11

                                   ARTICLE IV

                                   TERMINATION

SECTION 4.1       Termination..............................................................11

                                    ARTICLE V

                            MISCELLANEOUS PROVISIONS

SECTION 5.1       Amendment................................................................11
SECTION 5.2       Protection of Right, Title and Interest to Receivables...................11
SECTION 5.3       Governing Law............................................................12
SECTION 5.4       Notices..................................................................12
SECTION 5.5       Severability of Provisions...............................................12
SECTION 5.6       Assignment...............................................................13
SECTION 5.7       Further Assurances.......................................................13
SECTION 5.8       No Waiver; Cumulative Remedies...........................................13
SECTION 5.9       Counterparts.............................................................13
SECTION 5.10      Third-Party Beneficiaries................................................13
SECTION 5.11      Merger and Integration...................................................13
SECTION 5.12      Headings.................................................................13
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                                TABLE OF CONTENTS
                                   (CONTINUED)
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                                                                                         PAGE

<S>               <C>                                                                    <C>
SECTION 5.13      Indemnification..........................................................13
SECTION 5.14      Merger or Consolidation of, or Assumption of the
                    Obligations of, the Seller.............................................14

SCHEDULE A        Schedule of Receivables.................................................A-1
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                                      -ii-
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     RECEIVABLES PURCHASE AGREEMENT, dated as of o, 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 Trustee:

                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.1 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.

     "Closing Date" shall mean o.

     "Cutoff Date" shall mean o.

     "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.

     ["Pooling and Servicing Agreement" shall mean the Pooling and Servicing
Agreement dated as of o by and among Toyota Motor Credit Receivables
Corporation, as seller, Toyota Motor Credit Corporation, as servicer, and the
Trustee.]

     "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.

     "Receivables Purchase Price" shall mean $o.

     "Released Administrative Amount" means, with respect to a Distribution Date
and to an Administrative Receivable, the Deferred Prepayment, if any, for such
Administrative Receivable.

     "Released Warranty Amount" means, with respect to a Distribution Date and
to a Warranty Receivable, the Deferred Prepayment, if any, for such Warranty
Receivable.


                                       1
<PAGE>


     ["Sale and Servicing Agreement" shall mean the Sale and Servicing Agreement
dated as of o by and among Toyota Motor Credit Receivables Corporation, as
seller, Toyota Motor Credit Corporation, as servicer, and the Trustee.]

     "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 attached as
Schedule A hereto.

     ["Trust Agreement" means the Trust Agreement dated as of o by and between
Toyota Motor Receivables Corporation, as seller, and o, as trustee.]

     "Trustee" shall mean o, as trustee under the [Pooling and Servicing
Agreement][Trust Agreement], or any successor trustee thereunder.

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

     SECTION 1.2 OTHER DEFINITIONAL PROVISIONS.

          (a) All capitalized terms not otherwise defined in this Agreement
     shall have the defined meanings used in the [Pooling and Servicing
     Agreement][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 2.1 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;


                                       2
<PAGE>

               (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 by or on
          behalf of the Trustee; and

               (vi) all proceeds of the foregoing.

          (b) In connection with the foregoing conveyance, the Seller agrees to
     record and file, 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.

     The parties hereto intend that the conveyance hereunder be a sale. In the
event that the conveyance hereunder is not for any reason considered a sale, all
filings described in the foregoing paragraph shall give the Purchaser a first
priority perfected security interest in, to and under the Receivables, other
property conveyed hereunder and all proceeds of any of the foregoing and that
this Agreement constitute a security agreement under applicable law.

     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 2.2 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:


                                       3
<PAGE>

               (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.

               (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 this Agreement); 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


                                       4
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          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.

               (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.

               (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; 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 this Agreement); 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.


                                       5
<PAGE>

               (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.

          (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
     Trust pursuant to the [Pooling and Servicing Agreement][Sale and Servicing
     Agreement]. Upon discovery by the Seller, the Purchaser or the 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 2.3 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 level Monthly Payments (provided
          that the payment in the first or last month in the life of the
          Receivable may be minimally different from the level payment) that
          fully amortize the Amount Financed by maturity 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


                                       6
<PAGE>

          meeting the selection criteria set forth in this Section and no
          selection procedures believed to be adverse to the interests of any
          [Certificateholders] [Securityholders] shall have been utilized in
          selecting the Receivables.

               (iii) Compliance with Law. 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 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.

               (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.


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               (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.

               (xiii) No Liens. To the knowledge of the Seller, no liens or
          claims shall have been filed, 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.

               (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 o 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. At the time of origination of each Receivable,
          each Obligor was required under the terms of such Receivable to obtain
          and maintain physical damage insurance covering the related Financed
          Vehicle.

               (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, except 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.


                                       8
<PAGE>

               (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. 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.

               (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 maturity of not less than o months
          nor greater than o months and a remaining maturity of not less than o
          months nor greater than o months; (B) each Receivable provides for the
          payment of a finance charge based on an APR ranging from o% to o%%;
          (C) each Receivable shall have had an original principal balance of
          not less than $o nor more than $o and, as of the Cutoff Date, an
          unpaid principal balance of not less than $o and not more than $o; (D)
          each Receivable was originated before o; (E) no Receivable was
          originated under a special financing program; (F) no Receivable shall
          have a Scheduled Payment that is more than o days past due as of the
          Cutoff Date; and (G) no Financed Vehicle was subject to force-placed
          insurance as of the Cutoff Date.

          (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 [Pooling and Servicing Agreement][Sale and
     Servicing Agreement]. The Purchaser, the Seller or the 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 any
     [Certificateholders] [Securityholders] 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 any
     [Certificateholders][Securityholders] in any Receivable and unless the
     breach shall have been cured 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),
     the Seller shall repurchase such Receivable. In consideration of the
     purchase of any such


                                       9
<PAGE>

     Receivable, the Seller shall remit an amount equal to the Warranty Purchase
     Payment in respect of such Receivable to the Purchaser and shall be
     entitled to receive the Released Warranty Amount. In the event that, as of
     the date of execution and delivery of this Agreement, any Liens or claims
     shall have been filed, including Liens for work, labor or materials
     relating to a Financed Vehicle, that shall be liens prior to, or equal or
     coordinate with, the Lien granted by the related Receivable (whether or not
     the Seller has knowledge thereof), and such breach materially and adversely
     affects the interests of any [Certificateholders][Securityholders] in such
     Receivable, the Seller shall repurchase such Receivable on the terms and in
     the manner specified above. Upon any such repurchase, the Purchaser shall,
     without further action, be deemed to transfer, assign, 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 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. The sole remedy of the Purchaser with respect to a breach of the
     Seller's representations and warranties pursuant to Section 2.03(a) or with
     respect to the existence of any such Liens or claims shall be to require
     the Seller to repurchase the related Receivables pursuant to this Section.

     SECTION 2.4 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 any
     [Certificateholders] [Securityholders] 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 [Pooling and Servicing Agreement][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 [Pooling and Servicing Agreement][Sale and
     Servicing Agreement] with respect to the Toyota Auto Receivables 200_-_
     [Grantor][Owner] Trust.


                                       10
<PAGE>

          (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 [Pooling and Servicing Agreement][Sale and Servicing Agreement],
     reschedule, revise or defer payments due on any Receivable.

                                  ARTICLE III

                      PAYMENT OF RECEIVABLES PURCHASE PRICE

     SECTION 3.1 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) $o, the net cash proceeds from the public offering by the
Purchaser of the Certificates (less amounts retained to pay expenses of the
Purchaser and to fund the Reserve Fund Initial Deposit and the Yield Maintenance
Account Initial Deposit), and (ii) $o evidenced by a non-recourse promissory
subordinated note.

                                   ARTICLE IV

                                   TERMINATION

     SECTION 4.1 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 as provided in Article Ten of the [Pooling and Servicing
Agreement][Sale and Servicing Agreement].

ARTICLE V

                            MISCELLANEOUS PROVISIONS

     SECTION 5.1 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 [Pooling and Servicing Agreement][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 Trustee, adversely affect in any material respect the interests of the
     Trust.


                                       11
<PAGE>

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

     SECTION 5.2 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 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 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 5.3 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 5.4 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: Senior Vice President; and (c) in the
case of the


                                       12
<PAGE>

Trustee, to o; 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 5.5 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.

     SECTION 5.6 ASSIGNMENT. This Agreement may not be assigned by the Purchaser
or the Seller except as contemplated by this Section and the [Pooling and
Servicing Agreement][Trust Agreement and 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 Trustee for the benefit of any [Certificateholders]
[Securityholders] as provided in Section 2.01 of the [Pooling and Servicing
Agreement][Sale and Servicing Agreement], to which the Seller hereby expressly
consents. The Seller agrees to perform its obligations hereunder for the benefit
of the Trust and that the Trustee 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 5.7 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 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 5.8 NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and no
delay in exercising, on the part of the Purchaser, the Trustee or the Seller,
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 5.9 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 Trustee for
the benefit of any [Certificateholders][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


                                       13
<PAGE>

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.

     SECTION 5.13 INDEMNIFICATION.

          (a) Purchaser and Trust. The Seller shall indemnify and hold harmless
     the Purchaser, the Trust and the [Certificateholders][Securityholders] from
     and against any loss, liability, expense, damage or injury suffered or
     sustained by reason of any acts, omissions or alleged acts or omissions
     arising out of activities of the Seller pursuant to this Agreement or as a
     result of the transactions contemplated hereby, 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 the Purchaser, the Trust or any
     [Certificateholders][Securityholders] if such acts, omissions or alleged
     acts or omissions constitute negligence or willful misconduct by the
     Purchaser or any [Certificateholders][Securityholders].

          (b) Trustee. The Seller shall indemnify, defend and hold harmless the
     Trustee 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 the
     Trustee through the negligence, willful misfeasance or bad faith 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.

     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
          Trustee, in form reasonably satisfactory to the Purchaser and the
          Trustee, the performance of every covenant and obligation of the
          Seller hereunder and shall benefit from all the rights granted to the
          Seller hereunder; and the Seller shall have delivered to the Purchaser
          and the 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


                                       14
<PAGE>

          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.

     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:
                                           -----------------------------------
                                           Name:
                                           Title:


                                        TOYOTA MOTOR CREDIT RECEIVABLES
                                        CORPORATION,
                                         as Purchaser

                                        By:
                                           -----------------------------------
                                           Name:
                                           Title:



ACCEPTED:

o,
        not in its individual capacity
        but solely as Trustee



By:
    -------------------------------------------
    Name:
    Title:


                                       15
<PAGE>

                                                                      SCHEDULE A

                             SCHEDULE OF RECEIVABLES

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


                                      A-1