EXHIBIT 4.11
ASSIGNMENT OF SWAP AGREEMENT
ASSIGNMENT OF SWAP AGREEMENT (the "Assignment") dated as of May 15,
2001, by and among TOYOTA AUTO RECEIVABLES 2001-B OWNER TRUST, a Delaware
business trust (the "Assignor" or the "Trust"), Wells Fargo Bank Minnesota,
National Association, not in its individual capacity but as Indenture Trustee
(the "Assignee") of the Toyota Auto Receivables 2001-B Owner Trust pursuant
to the Indenture, dated as of April 1, 2001 (the "Indenture"), by and between
the Trust and the Indenture Trustee, and TOYOTA MOTOR CREDIT CORPORATION, as
swap counterparty.
All capitalized terms used herein without definition shall have the
meanings ascribed thereto in the Indenture.
W I T N E S S E T H:
WHEREAS, the Trust has acquired a pool of new and used automobile
and light duty truck retail installment sales contracts originated by Toyota
and Lexus dealers (the "Receivables") and related property from Toyota Auto
Finance Receivables LLC ("TAFR LLC"), a California corporation;
WHEREAS, the Assignor is granting to the Assignee all of the
Issuer's right, title and interest in and to the Receivables and other
interest to be evidenced by certain asset backed notes (the "Notes") and
Certificates issued by the Trust;
WHEREAS, the Trust and Toyota Motor Credit Corporation (the
"Counterparty") have entered and/or anticipate entering into one or more
transactions that are or will be governed by that certain ISDA Master
Agreement, dated as of May 15, 2001 ("Master Agreement"), which includes a
schedule (the "Schedule"), and the Class A-2 Confirmation to the ISDA Master
Agreement, dated as of May 15, 2001 (the "Class A-2 Confirmation"), the Class
A-3 Confirmation to the ISDA Master Agreement, dated as of May 15, 2001 (the
"Class A-3 Confirmation") and the Class A-4 Confirmation to the ISDA Master
Agreement, dated as of May 15, 2001 (the "Class A-4 Confirmation," and
together with the Master Agreement, Schedule, the Class A-2 Confirmation and
the Class A-3 Confirmation, the "Swap Agreement");
WHEREAS, Assignor desires to assign all of its rights, title and
interest in and to the Swap Agreement to Assignee; and
NOW, THEREFORE, in order to induce Assignee to enter into the
Indenture, Assignor does hereby assign, transfer, grant and set over to
Assignee all of Assignor's right, title and interest in and to the Swap
Agreement, as more particularly provided herein, and subject to the terms and
conditions more fully set forth herein:
A. Subject to the provisions of Paragraph E below, Assignor
hereby irrevocably authorizes and directs the Counterparty to
perform directly to, or as directed by, Assignee, and to remit
any and all payments due under the Swap Agreement to Assignee,
from and after the date hereof.
B. All notices, demands, requests, consents, approvals and other
instruments under this Assignment shall be in writing and
shall be sent and shall be deemed to have been actually or
properly given if and when given in accordance with the notice
provisions of the Notes.
C. Anything contained herein or in the Notes, the Indenture or
any other security documents to the contrary notwithstanding,
Assignee's recourse for the performance of all of the
obligations and liabilities of Assignor under this Assignment
shall be limited to the same extent as, and for the protection
of the same persons and entities described in, the Swap
Agreement.
D. Except as otherwise expressly provided, nothing contained
herein shall operate or be construed to impose any obligation
upon the Assignee with respect to the Swap Agreement.
E. 1. This Assignment and all rights hereunder assigned to
Assignee shall cease and terminate upon payment in
full by the Assignor of the principal amount of and
interest on the Notes and any that are then due and
payable.
2. In addition, in the event that any portion of the
Swap Agreement is sold, assigned or otherwise
disposed of in connection with a redemption or
prepayment of the Class A-2 Notes, the Class A-3
Notes and the Class A-4 Notes, such portion of the
Swap Agreement shall be released from this
Assignment.
3. In connection with any release of this Agreement
pursuant to this Paragraph E, Assignee shall execute
such documents as may be reasonably requested by
Assignor to acknowledge such release. Any documents
delivered to confirm such release shall be prepared
by counsel for Assignor at Assignor's reasonable
expense and shall expressly provide that such
confirmation is without recourse and without any
representation or warranty, express or implied
(except that Assignee shall represent that such
document has been and is duly authorized, that all
necessary consents to the execution and delivery
thereof have been obtained and that it has not
assigned or encumbered this Swap Agreement). If the
Swap Agreement is released in its entirety, Assignee,
at the request and sole cost and expense of Assignor
made at the time of any such release, will execute
and deliver to Assignor a proper instrument or
instruments acknowledging the satisfaction and
termination of this Assignment, and will duly assign
and transfer, without recourse and without any
representation or warranty, express or implied
(except that Assignee shall represent that such
termination and such assignment and transfer has been
and is duly authorized, that all necessary consents
to the execution and delivery thereof have been
obtained and that it has not assigned or encumbered
the Swap Agreement) the Swap Agreement and deliver so
much thereof as shall be in its
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possession and as has not theretofore been sold or
otherwise applied or released pursuant to this
Assignment, together with any moneys at the time
held by Assignee hereunder and not applied to the
payment of the secured obligations of Assignor.
F. THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
G. This Assignment shall be binding upon and shall inure to the
benefit of the heirs, legal representatives, successors and
assigns of Assignor and Assignee.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
ASSIGNOR:
TOYOTA AUTO RECEIVABLES 2001-B
OWNER TRUST
By: First Union Trust Company,
National Association, not in its
individual capacity but solely
as Owner Trustee on behalf of
the Issuer
By: /s/ Sterling C. Correia
---------------------------------
Name: Sterling C. Correia
Title: Vice President
ASSIGNEE:
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Indenture Trustee
By: /s/ Marianna Stershic
-----------------------------------
Name: Marianna C. Stershic
Title: Vice President
COUNTERPARTY:
TOYOTA MOTOR CREDIT CORPORATION
By: /s/ George E. Borst
-----------------------------------
Name: George E. Borst
Title: President and Chief
Executive Officer
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