ASSIGNMENT OF SWAP AGREEMENT
ASSIGNMENT OF SWAP AGREEMENT (the "Assignment") dated as of
March 27, 2003, by and among TOYOTA AUTO RECEIVABLES 2003-A 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 2003-A Owner Trust pursuant to the Indenture, dated as
of March 1, 2003 (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 March 27, 2003 ("Master Agreement"), which includes a schedule (the
"Schedule") and the Class A-3A Confirmation to the ISDA Master Agreement, dated
as of March 27, 2003 (the "Class A-3A Confirmation", and together with the
Master Agreement and the Schedule, 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-3A
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 possession and as has not
theretofore been sold or otherwise
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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.
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IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
ASSIGNOR:
TOYOTA AUTO RECEIVABLES 2003-A 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/ Nancie J. Arvin
---------------------------------------
Name: Nancie J. Arvin
Title: Vice President
ASSIGNEE:
THE BANK OF NEW YORK, not in its individual
capacity but solely as Indenture Trustee
By: /s/ John Bobko
---------------------------------------
Name: John Bobko
Title: Assistant 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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