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                                                                   EXHIBIT 4.10

                          ASSIGNMENT OF SWAP AGREEMENT

         ASSIGNMENT OF SWAP AGREEMENT (the "Assignment") dated as of January 25,
2001, by and among TOYOTA AUTO RECEIVABLES 2001-A OWNER TRUST, a Delaware
business trust (the "Assignor" or the "Trust"), U.S. BANK NATIONAL ASSOCIATION,
a national banking association, not in its individual capacity but as Indenture
Trustee (the "Assignee") of the Toyota Auto Receivables 2001-A Owner Trust
pursuant to the Indenture, dated as of January 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 Motor Credit
Receivables Corporation ("TMCRC"), a California corporation;

         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 25, 2001 ("Master Agreement"), which includes a schedule
(the "Schedule"), and the Class A-3 Confirmation to the ISDA Master Agreement,
dated as of January 25, 2001 (the "Class A-3 Confirmation") and the Class A-4
Confirmation to the ISDA Master Agreement, dated as of January 25, 2001 (the
"Class A-4 Confirmation," and together with the Master Agreement, Schedule and
the Class A-3 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:

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         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 and the Class A-4
                           Notes, such portion of the Swap Agreement shall be
                           released from this Assignment.

                                      -2-
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                  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.







                                      -3-
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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-A
                                      OWNER TRUST

                                      By:  U.S. Bank Trust National Association,
                                           not in its individual capacity but
                                           solely as Owner Trustee


                                      By:  /s/  MELISSA 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 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