ASSIGNMENT OF SWAP AGREEMENT
ASSIGNMENT OF SWAP AGREEMENT (the "Assignment") dated as of
October 31, 2002, by and among TOYOTA AUTO RECEIVABLES 2002-C OWNER TRUST, a
Delaware statutory trust (the "Assignor" or the "Trust"), THE BANK OF NEW YORK,
not in its individual capacity but as Indenture Trustee (the "Assignee") of the
Toyota Auto Receivables 2002-C Owner Trust pursuant to the Indenture, dated as
of October 1, 2002 (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 Delaware limited liability company;
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 October 31, 2002 ("Master Agreement"), which includes a schedule
(the "Schedule"), the Class A-2 Confirmation to the ISDA Master Agreement, dated
as of October 31, 2002 (the "Class A-2 Confirmation") and the Class A-4
Confirmation to the ISDA Master Agreement, dated as of October 31, 2002 (the
"Class A-4 Confirmation", and together with the Master Agreement, the Schedule
and the Class A-2 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 or 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
2
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.
H. This Assignment is executed and delivered by U.S. Bank Trust
National Association ("U.S. Bank"), not individually or
personally but solely as trustee of the Trust in the exercise
of the powers and authority conferred and vested in it and the
representations, undertakings and agreements herein made on
the part of the Trust are made and intended not as personal
representations, undertakings and agreements by U.S. Bank but
are made and intended for the purpose of binding only the
Trust. The parties hereto acknowledge that under no
circumstances shall U.S. Bank be personally liable for the
payment of any indebtedness or expenses of the Trust or be
liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the
Trust under this Assignment.
[Remainder of the page intentionally left blank.]
3
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
ASSIGNOR:
TOYOTA AUTO RECEIVABLES 2002-C OWNER TRUST
By: U.S. Bank Trust National Association, not
in its individual capacity but solely as
Owner Trustee on behalf of the Issuer
By: /s/ Melissa A. Rosal
--------------------------------------------
Name: Melissa A. Rosal
Title: Vice President
ASSIGNEE:
THE BANK OF NEW YORK, not in its individual
capacity but solely as Indenture Trustee
By: /s/ Daniel Rothman
--------------------------------------------
Name: Daniel Rothman
Title: Assistant Treasurer
COUNTERPARTY:
TOYOTA MOTOR CREDIT CORPORATION
By: /s/ George E. Borst
--------------------------------------------
Name: George E. Borst
Title: President and Chief Executive
Officer
S-1