Prepared by MERRILL CORPORATION




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Exhibit 4.9    
  


 
 

ASSIGNMENT OF SWAP AGREEMENT    
  


    ASSIGNMENT OF SWAP AGREEMENT (the "Assignment") dated as of September 20, 2001, by and among TOYOTA AUTO RECEIVABLES 2001-C OWNER TRUST, a
Delaware business trust (the "Assignor" or the "Trust"), U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but as Indenture Trustee (the "Assignee") of the Toyota Auto Receivables
2001-C Owner Trust pursuant to the Indenture, dated as of August 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 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 September 20, 2001 ("Master Agreement"), which includes a schedule (the "Schedule") and the Class A-3 Confirmation to the ISDA
Master Agreement, dated as of September 20, 2001 (the "Class A-3 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-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.




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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-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:

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
	

 	
 	

 	

 	

 
	 	 	By:	/s/  Melissa A. Rosal

	 	 	 	Name:	Melissa A. Rosal
	 	 	 	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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Exhibit 4.9

ASSIGNMENT OF SWAP AGREEMENT