<PAGE>



                                    SCHEDULE
                                     TO THE
                                MASTER AGREEMENT
                          DATED AS OF OCTOBER 31, 2002
                                     BETWEEN
                        TOYOTA MOTOR CREDIT CORPORATION.
                                   ("PARTY A")
                                       AND
                   TOYOTA AUTO RECEIVABLES 2002-C OWNER TRUST
                                   ("PARTY B")


Part 1.  Termination Provisions.

(a)      "SPECIFIED ENTITY" means in relation to Party A for the purpose of:

         Section 5(a)(v), None
         Section 5(a)(vi), None
         Section 5(a)(vii), None
         Section 5(b)(iv), None

         and in relation to Party B for the purpose of:

         Section 5(a)(v), None
         Section 5(a)(vi), None
         Section 5(a)(vii), None
         Section 5(b)(iv), None

(b)      "SPECIFIED TRANSACTION" has the meaning specified in Section 14.

(c)      The "BREACH OF AGREEMENT" provisions of Section 5(a)(ii) will not apply
         to Party B.

         The "CREDIT SUPPORT DEFAULT" provisions of Section 5(a)(iii) will not
         apply to Party A or Party B.

         The "MISREPRESENTATION" provisions of Section 5(a)(iv) will not apply
         to Party B.

         The "DEFAULT UNDER THE SPECIFIED TRANSACTION" provisions of Section
         5(a)(v) will not apply to Party A and will not apply to Party B.

         The "CROSS DEFAULT" provisions of Section 5(a)(vi) will not apply to
         Party A and will not apply to Party B.

(d)      The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not
         apply to Party A and will not apply to Party B.

(e)      The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a) will apply
         to Party A and Party B.

         If an Early Termination Date occurs under Section 6(a) as a result of
         Automatic Early Termination, the Defaulting Party shall fully indemnify
         the Non-defaulting Party on demand



                                       1
<PAGE>


         against all expense, loss, damage or liability that the Non-defaulting
         Party may incur in respect of this Agreement and each Transaction as a
         consequence of movements in interest, currency, exchange or other
         relevant rates or prices or Market Quotations between the Early
         Termination Date and the Local Business Day on which the Non-defaulting
         Party first becomes aware that the Early Termination Date has occurred
         under Section 6(a). The Non-defaulting Party may for this purpose
         convert any expense, loss, damage or liability to the Termination
         Currency.

(f)      PAYMENTS ON EARLY TERMINATION. "Market Quotation" and "Second Method"
         will apply for the purpose of Section 6(e) of this Agreement; provided,
         however, in the case of the Additional Termination Event specified
         below in Section (h)(i) that occurs other than as a result of an
         amendment after the date hereof to the Investment Company Act of 1940,
         as amended, or the promulgation of regulations thereunder after the
         date hereof, the related Settlement Amount for each Party will be
         deemed to be zero.

(g)      "TERMINATION CURRENCY" means United States Dollars.

(h)      ADDITIONAL TERMINATION EVENT will apply. Any of the following shall
         constitute an Additional Termination Event:

         (i)      Investment Company. Party A or Party B becomes subject to
                  registration as an "investment company" for purposes of the
                  Investment Company Act of 1940, as amended (in which event
                  Party A and Party B shall be the Affected Parties and all
                  Transactions shall be Affected Transactions).

         (ii)     Event of Default Under Indenture. Any event of default (as
                  defined in the Indenture) shall occur and be continuing
                  resulting in acceleration of the Notes in accordance with the
                  Indenture (in which event Party A and Party B shall be the
                  Affected Parties and all Transactions shall be Affected
                  Transactions).

         (iii)    Replacement Agreement. Upon an event that a replacement
                  Agreement shall have been entered into between Party B and a
                  Transferee in accordance with Part 5(f) of this Schedule (in
                  which event, Party A and Party B shall be Affected Parties and
                  all Transactions shall be Affected Transactions);

Part 2.  Tax Representations

(a)      PAYER REPRESENTATIONS. For the purpose of Section 3(e) of this
         Agreement, each of Party A and Party B makes the following
         representation:

         It is not required by any applicable law, as modified by the practice
         of any relevant governmental revenue authority, of any Relevant
         Jurisdiction to make any deduction or withholding for or on account of
         any Tax from any payment (other than interest under Section 2(e),
         6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
         under this Agreement. In making this representation, it may rely on (i)
         the accuracy of any representations made by the other party pursuant to
         Section 3(f) of this Agreement, (ii) the satisfaction of the agreement
         of the other party contained in Section 4(a)(i) or 4(a)(iii) of this
         Agreement and the accuracy and effectiveness of any document provided
         by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
         Agreement and (iii) the satisfaction of the agreement of the other
         party contained in Section 4(d) of this Agreement, provided that it
         shall not be a breach of this representation where reliance is placed
         on clause (ii) and the other party does not deliver a form or document
         under Section 4(a)(iii) by reason of material prejudice to its legal or
         commercial position.



                                       2
<PAGE>


(b)      PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f) of this
         Agreement, Party A and Party B make the representations specified
         below:

                  (A)     Party A makes the following representation: It is a
                  corporation duly organized and incorporated under the laws of
                  the State of California.

                  (B)     Party B makes the following representation: It is a
                  trust organized or formed under the laws of the State of
                  Delaware.

Part 3.  Agreement to Deliver Documents

         For the purpose of Section 4(a) of this Agreement, each party agrees to
         deliver the following documents as applicable:

         (a)      Tax forms, documents or certificates to be delivered are:


<TABLE>
<CAPTION>
       PARTY REQUIRED TO                                                                    DATE BY WHICH TO BE
       DELIVER DOCUMENT                     FORM/DOCUMENT/CERTIFICATE                            DELIVERED
       ----------------                     -------------------------                            ---------
<S>                              <C>                                                 <C>
    Party A and Party B          Any document required or reasonably requested       Promptly upon the earlier of (i)
                                 to allow the other party to make payments           reasonable demand by the other
                                 under this Agreement without any deduction or       party and (ii) learning that the
                                 withholding for or on account of any Tax or         form or document is required.
                                 with such deduction or withholding at a
                                 reduced rate
</TABLE>

         (b)  Other documents to be delivered are:

<TABLE>
<CAPTION>
    PARTY REQUIRED TO                                                                                            COVERED BY SECTION
    DELIVER DOCUMENT            FORM/DOCUMENT/CERTIFICATE               DATE BY WHICH TO BE DELIVERED            3(d) REPRESENTATION
    ----------------            -------------------------               -----------------------------            -------------------
<S>                        <C>                                      <C>                                          <C>
Party A and Party B        Certificate or other documents           At or promptly following the execution               Yes
                           evidencing the authority of the          of this Agreement, and, if a
                           party entering into this Agreement       Confirmation  so requires it on or
                           and the persons acting on behalf of      before the date set forth therein
                           such party

Party A and Party B        Legal Opinions in the form reasonably    At or promptly following the                         No.
                           acceptable to the other party            execution of this Agreement

</TABLE>



                                       3
<PAGE>


Part 4.  Miscellaneous

(a)      ADDRESSES FOR NOTICES:  For the purpose of Section 12(a) of this
         Agreement:

Address for notices or communications to Party A:

Address:          19001 South Western Avenue
                  Torrance, California  90509
Attention:        Vice President, Treasury
Telex No.:        3719707
Facsimile No.:    310-468-6194
Answerback:       TMSUSA Z

(For all purposes)


Address for notices or communications to Party B:

Address:          Toyota Auto Receivables 2002-C Owner Trust
                  c/o U.S. Bank Trust National Association
                  400 North Michigan Ave., 2nd Floor
                  Chicago, IL 60601

Attention:        Melissa Rosal, Vice President
Fax:              312-836-6716


 (For all purposes)

(b)      PROCESS AGENT. For the purpose of Section 13(c):

Party A appoints as its Process Agent:  Not Applicable

Party B appoints as its Process Agent:  Not Applicable

(c)      OFFICES. The provisions of Section 10(a) will apply to this Agreement.

(d)      MULTIBRANCH PARTY. For the purpose of Section 10:

Party A is not a Multibranch Party.

Party B is not a Multibranch Party.

(e)      CALCULATION AGENT. Party A will be the Calculation Agent. All
         calculations by the Calculation Agent (the "CA") shall be made in good
         faith and through the exercise of the CA's commercially reasonable
         judgment.

(f)      CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:

Party A:  Not Applicable

Party B:  Not Applicable



                                       4
<PAGE>



(g)      CREDIT SUPPORT PROVIDER.

Party A:  Not Applicable
Party B:  Not Applicable

(h)      GOVERNING LAW. This Agreement and each Confirmation will be governed by
         and construed in accordance with the laws of the State of New York,
         without reference to its choice of law doctrine.

(i)      WAIVER OF JURY TRIAL. Each party waives, to the fullest extent
         permitted by applicable law, any right it may have to a trial by jury
         in respect of any proceedings relating to this Agreement.


(j)      "AFFILIATE" will have the meaning specified in Section 14 of this
         Agreement.

Part 5.  Other Provisions

(a)      GROSS-UP, LIABILITY. Neither Party A nor Party B will in any
         circumstance be required to pay additional amounts in respect of any
         Indemnifiable Tax or be under any obligation to pay to the other any
         amount in respect of any liability of such other for or on account of
         any Tax and, accordingly, Section 2(d)(i)(4) and Section 2(d)(ii) of
         this Agreement shall not apply.

(b)      EARLY TERMINATION.

         (i)  Section 6(b)(ii) is hereby amended to read in its entirety as
              follows:

         Transfer To Avoid Termination Event.

         (1) If an Illegality under Section 5(b)(i)(1) or a Tax Event or a Tax
         Event Upon Merger occurs, if Party A is the Affected Party it will,
         and, if Party B is the Affected Party it will request Party A to, as a
         condition to its right, if any, to designate an Early Termination Date
         under Section 6(b)(iv), use all reasonable efforts (which will not
         require Party A to incur a loss, excluding immaterial, incidental
         expenses) to transfer within 20 days after it gives notice under
         Section 6(b)(i) all its rights and obligations under this Agreement in
         respect of the Affected Transactions to another of its Offices so that
         such Termination Event ceases to exist.

         If Party A is not able to make such a transfer it will give notice to
         Party B to that effect within such 20 day period.

         Any such transfer under this Section 6(b)(ii)(1) will be subject to and
         conditional upon the prior written consent of the other party, which
         consent will not be withheld if such other party's policies in effect
         at such time would permit it to enter into transactions with the
         transferee on the terms proposed.

         (2) No transfer or substitution pursuant to this Section 6(b)(ii) shall
         occur unless and until the Indenture Trustee has received the written
         affirmation of each of Standard & Poor's and Moody's that such transfer
         or substitution shall not adversely affect the then-current ratings of
         the Notes.

(c)      Section 6(b)(iii) shall not apply.

(d)      Section 6(b)(iv) is hereby amended by (i) deleting (A) the words "a
Credit Event Upon Merger" wherever they appear in that provision.



                                       5
<PAGE>


(e) Any termination payment payable pursuant to Section 6(e) shall be computed
separately for each Transaction hereunder and any amount owed by either Party A
or Party B with respect to the termination of any such Transaction shall be
netted against other amounts due under this Agreement.


(f)      Section 7 is hereby amended to read in its entirety as follows:

         Except as stated under Section 6(b)(ii) and as provided in this Section
         7, and except for the assignment by way of security in favor of the
         Indenture Trustee under the Indenture, neither Party A nor Party B is
         permitted to assign, novate or transfer as a whole or in part any of
         its rights, obligations or interests under this Agreement. Party A may
         transfer this Agreement to another party (the "Transferee"), on ten
         (10) Business Days' prior written notice, provided that (i) such notice
         shall be accompanied by a guarantee by Party A of such Transferee's
         obligations in form and substance reasonably satisfactory to the
         Indenture Trustee; (ii) Party A delivers an opinion of independent
         counsel of recognized standing in form and substance reasonably
         satisfactory to the Indenture Trustee confirming that as of the date of
         such transfer the Transferee will not, as a result of such transfer, be
         required to withhold or deduct on account of tax under this Agreement;
         (iii) a Termination Event or Event of Default does not occur under this
         Agreement as a result of such transfer and (iv) the Indenture Trustee
         has received written affirmation of Standard & Poor's and Moody's (or
         their successors) that such transfer shall not adversely affect the
         then-current ratings of the Notes. In addition, in the event the
         long-term debt rating of Party A is reduced to a level below "Aa3" by
         Moody's (or its successor) or "AA-" by Standard & Poor's (or its
         successor) or the short-term debt rating of Party A is reduced to a
         level below "P-1" by Moody's or "A-1" by Standard Poor's, or in either
         case, such lower ratings as may be permitted by Moody's and Standard &
         Poor's without causing a downgrade in the ratings applicable to the
         Notes), Party A may, but shall not be required to, (A) post Eligible
         Collateral in an amount equal to the Credit Support Amount with Party
         B, provided that (i) a Termination Event or Event of Default does not
         occur under this Agreement as a result of such collateralization and
         (ii) if Party A posts collateral, the ratings assigned to the Notes
         after the posting of such Eligible Collateral will be at least equal to
         the ratings assigned by Moody's and Standard & Poor's (or their
         successors) to the Notes at the time of such reduction of the rating of
         Party A's long-term debt or (B) assign this Agreement to another party
         (or otherwise obtain a replacement swap agreement on substantially the
         same terms as this Agreement) and thereby be released from its
         obligations under this Agreement, provided that, in the case of an
         assignment or an implementation of a replacement swap pursuant to
         clause (B), (i) the Transferee, by a written instrument, accepts all of
         the obligations of Party A under this Agreement to the reasonable
         satisfaction of the Indenture Trustee or enters into a replacement swap
         agreement providing for substantially the same obligations as this
         Agreement, (ii) Party A delivers an opinion of independent counsel of
         recognized standing in form and substance reasonably satisfactory to
         the Indenture Trustee confirming that as of the date of such transfer
         the Transferee will not, as a result of such transfer, be required to
         withhold or deduct on account of tax under this Agreement, (iii) a
         Termination Event or Event of Default does not occur under this
         Agreement as a result of such transfer and (iv) the ratings assigned to
         the Notes after such assignment and release will be at least equal to
         the ratings assigned by Moody's and Standard & Poor's (or their
         successors) to the Notes at the time of such reduction of the rating of
         Party A's long-term debt. Any cost of such transfer will be borne by
         Party A or such Transferee and not by Party B. Upon successful
         consummation of any such transfer or the implementation of a
         replacement swap, Party B shall release its security interest in, and
         return to Party A, at the expense of Party A, any then-posted
         collateral. In addition, in the event that Party A does not elect to
         post collateral, assign this Agreement or obtain a replacement swap
         agreement after such a reduction in rating, Party A may (but shall not
         be obligated to) establish any other arrangement satisfactory to
         Moody's and Standard & Poor's



                                       6
<PAGE>


         such that the ratings of the Notes by the  applicable rating agency
         will not be withdrawn or reduced.

(g)      ADDITIONAL REPRESENTATIONS. Section 3 is hereby amended by adding at
         the end thereof the following Subparagraphs:

         (g) It is entering into this Agreement and any other documentation
         relating to this Agreement as principal (and not as agent or in any
         other capacity, fiduciary or otherwise).

         (h) It is an "eligible contract participant" as defined in Section
         1a(12) of the Commodity Exchange Act, as amended, and the material
         terms of the Agreement have been, and the material terms of each
         Transaction will be, subject to individual negotiations by the parties.

         (i) It hereby acknowledges and agrees that this Agreement and each
         Transaction hereunder or thereunder is intended to be a "swap
         agreement" as that term is defined in the U.S. Bankruptcy Code (as
         amended from time to time) and that the rights granted to each party
         under Section 6 include a contractual right to terminate a "swap
         agreement" and to offset and net out termination values and payment
         amounts in connection therewith.

(h)      NO PETITION. Section 4 of this Agreement is hereby amended by the
         addition thereto of the following new clause (f):

         (f) Party A hereby covenants and agrees that notwithstanding any prior
         termination of this Agreement, prior to the date which is one year and
         one day after the termination of this Agreement, it will not institute
         against Party B or Toyota Auto Finance Receivables LLC ("TAFR LLC"), or
         join in any institution against Party B or TAFR LLC of, any bankruptcy,
         reorganization, arrangement, insolvency or liquidation proceedings, or
         other proceedings under any federal or state bankruptcy or similar law,
         or invoke the process of any court or government authority for the
         purpose of appointing a receiver, liquidator, assignee, trustee,
         custodian, sequestrator or other similar official of Party B or TAFR
         LLC or any part substantial part of their property, and that this
         covenant and agreement will survive the termination of this Agreement.
         Party B hereby covenants and agrees that it will not institute against
         Party A, or join in any institution against Party A of, any bankruptcy,
         reorganization, arrangement, insolvency or liquidation proceedings, or
         other proceedings under any federal or state bankruptcy or similar law,
         and that this covenant and agreement will survive the termination of
         this Agreement.

(i)      AMENDMENTS.  Section 9(b) of this Agreement is hereby amended to read:

         Amendments. No amendment, modification or waiver in respect of this
         Agreement will be effective unless in writing and executed by each of
         the parties and the parties (i) have received a written affirmation
         from Standard & Poor's, that such amendments, modifications or waivers
         shall not adversely affect the then-current ratings of the Notes and
         (ii) have provided Moody's with ten (10) days prior written notice of
         such amendments, modifications or waivers and Moody's shall not have
         notified the parties that such amendment, modifications or waivers
         would adversely affect then-current ratings of the Notes.

(j)      CONFIRMATIONS. Each Confirmation supplements, forms part of, and will
         be read and construed as one with this Agreement.

(k)      ADDITIONAL DEFINITIONS. Terms defined or referred to in the Indenture
         shall bear the same respective meanings herein.



                                       7
<PAGE>


         (i)      "INDENTURE" shall mean the indenture pursuant to which Party B
                  will issue the Notes, dated as of October 1, 2002, between
                  Party B and The Bank of New York, as indenture trustee and
                  securities intermediary. "Indenture Trustee" shall mean The
                  Bank of New York, in its capacity as indenture trustee under
                  the Indenture.

         (ii)     "NOTES" means the Class A-1, Class A-2, Class A-3 and Class
                  A-4 Notes issued by Party B pursuant to the Indenture.

         (iii)    "CREDIT SUPPORT AMOUNT" means, as of the determination date,
                  an amount equal to the termination payment payable pursuant to
                  Section 6(e) if this Agreement was terminated as of such
                  determination date.

         (iv)     The following items will qualify as "ELIGIBLE COLLATERAL" for
                  Party A:

<TABLE>
<CAPTION>
                                                                                            Valuation
                                                                                            Percentage
                  <S>      <C>                                                              <C>
                  (A)      Cash                                                             100%

                  (B)      Direct registered obligations of, and registered obligations     100%
                           the timely payment of principal of and interest on which is
                           fully and expressly guaranteed by, the United States of
                           America, or any agency or instrumentality of the United
                           States of America the obligations of which are backed by the
                           full faith and credit of the United States of America.

                  (C)      Demand and time deposit in, certificates of deposit of, or       100%
                           federal funds sold by any depository institution or trust
                           company (including the Trustee) incorporated under the laws
                           of the United States of America or any state thereof and
                           subject to supervision and examination by federal and/or
                           state banking authorities so long as the commercial paper
                           and/or other debt obligations of such depository institution
                           or trust company (or, in the case of the principal
                           depository institution in a holding company system, the
                           commercial paper or debt obligation of such holding company)
                           at the time of such investment or the contractual commitment
                           providing for such investment have a credit rating of "Aa2"
                           and "AAA" in the case of debt obligations other than
                           commercial paper, or "P-1" or better and "A-1+" or better,
                           in the case of commercial paper, by Moody's and Standard &
                           Poor's, respectively.




                  provided, however, that Eligible Collateral shall include only
                  such obligations or securities that mature no later than the
                  next Payment Date (as defined in the Indenture); and provided
                  further, that none of the foregoing obligations or securities
                  shall constitute Eligible Collateral if all, or substantially
                  all, of the remaining amounts payable thereunder shall consist
                  of interest and not principal payments, if such security is
                  purchased at a price in excess of 100% of par, or if such
                  security is subject to substantial non-credit related risk.
</TABLE>


                                       8
<PAGE>


 (l)     INTEREST RATE AND CURRENCY EXCHANGES DEFINITIONS. Reference is hereby
         made to the 2000 ISDA Definitions as supplemented by the Annex to the
         2000 ISDA Definitions, each published by the International Swaps and
         Derivatives Association, Inc. (collectively, the "Definitions"), which
         are hereby incorporated by reference herein without regard to any
         revision or subsequent edition thereof.

(m)      NO SET-OFF. Without affecting the provisions of this Agreement
         requiring the calculation of certain net payment amounts, all payments
         under this Agreement will be made without set-off or counterclaims.

(n)      INCONSISTENCY. In the event of an inconsistency among or between any of
         the following documents, the relevant document first listed below shall
         govern.

         (i)      Confirmation;

         (ii)     Schedule;

         (iii)    Definitions;

         (iv)     Sections 1 through 14 of this Agreement.

(o)      DEFAULT INTEREST; OTHER AMOUNTS. Section 2(e) of this Agreement is
         hereby amended by adding the following at the end of the first sentence
         thereof:

         ; provided, however, that this Section 2(e) shall not apply to either
         Party A or Party B if its failure to pay is caused solely by such party
         becoming required to deduct or withhold on account of any Tax as set
         out in Section 2(d)(i).

(p)      SCOPE OF OBLIGATIONS OF THE OWNER TRUSTEE. The parties hereto agree
         that:

         (i)      This Agreement is executed and delivered by U.S. Bank Trust,
                  National Association, not individually or personally but
                  solely in its capacity as Owner Trustee on behalf of the
                  Trust, in the exercise of the powers and authority conferred
                  and vested in the Owner Trustee under the Trust Agreement.

         (ii)     Each of the representations, undertakings and agreements
                  herein made on the part of the Trust is made and intended not
                  as a personal representation, undertaking or agreement by the
                  Owner Trustee but is made and intended for the purpose of
                  binding only the Trust.

         (iii)    The Owner Trustee shall not be required to expend or risk its
                  own funds or otherwise incur any liability in connection with
                  this Agreement, and Party A shall not bring any claim
                  whatsoever against the Owner Trustee in its individual
                  capacity or against the assets of the Owner Trustee (other
                  than the assets of the Trust).



                                       9
<PAGE>


                  IN WITNESS WHEREOF, the parties have executed this Schedule by
their duly authorized officers as of October 31, 2002.

                          TOYOTA MOTOR CREDIT CORPORATION



                          By:  /s/ George E. Borst
                             ------------------------------------------------
                               Name:   George E. Borst
                               Title:  President and Chief Executive Officer



                          Confirmed as of the date first written:

                          TOYOTA AUTO RECEIVABLES 2002-C OWNER TRUST

                          By:      U.S. BANK TRUST NATIONAL ASSOCIATION, not in
                                   its individual capacity but solely as Owner
                                   Trustee



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



                                      S-1