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EXHIBIT 4.10  


  
 

    ASSIGNMENT OF SWAP AGREEMENT    
  


        ASSIGNMENT OF SWAP AGREEMENT (the "Assignment") dated as of January 29, 2002, by and among TOYOTA AUTO RECEIVABLES 2002-A 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 2002-A Owner Trust pursuant to the Indenture, dated as of January 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 January 29, 2002 ("Master Agreement"), which includes a schedule (the
"Schedule"), the Class A-2 Confirmation to the ISDA Master Agreement, dated as of January 29, 2002 (the "Class A-2 Confirmation"), and the
Class A-3 Confirmation to the ISDA Master Agreement, dated as of January 29, 2002 (the "Class A-3 Confirmation" and together with the
Class A-2 Confirmation, 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. 


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	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 and the Class A-3 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 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 First Union Trust Company, National Association ("First Union"), 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 First Union but are made and intended for the purpose of binding only the Trust. The parties hereto acknowledge that under no circumstances shall First
Union 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 2002-A 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 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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ASSIGNMENT OF SWAP AGREEMENT