EXECUTION COPY
TOYOTA AUTO RECEIVABLES 2001-B OWNER TRUST
$500,000,000 FLOATING RATE ASSET BACKED NOTES, CLASS A-2
$360,000,000 FLOATING RATE ASSET BACKED NOTES, CLASS A-3
$175,000,000 FLOATING RATE ASSET BACKED NOTES, CLASS A-4
UNDERWRITING AGREEMENT
May 1, 2001
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Salomon Smith Barney Inc.
390 Greenwich Street, 6th Floor
New York, New York 10013
As Joint Global Coordinators,
Bookrunners and Representatives of the
several Underwriters
Ladies and Gentlemen:
Section 1. INTRODUCTORY. Toyota Auto Finance Receivables LLC, a
Delaware limited liabilty company (the "Seller") and a wholly owned subsidiary
of Toyota Motor Credit Corporation, a California corporation ("TMCC"), proposes
to sell to each of the several underwriters named in Schedule I-A hereto (the
"Class A Underwriters" or the "Underwriters") $500,000,000 aggregate principal
amount of Floating Rate Asset Backed Notes, Class A-2 (the "Class A-2 Notes"),
$360,000,000 aggregate principal amount of Floating Rate Asset Backed Notes,
Class A-3 (the "Class A-3 Notes") and $175,000,000 aggregate principal amount
of Floating Rate Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and
together with the Class A-2 Notes and the Class A-3 Notes, the "Offered Notes")
of the Toyota Auto Receivables 2001-B Owner Trust (the "Trust"). Concurrently
with the issuance and sale of the Offered Notes as contemplated herein the
Trust will issue (i) $417,840,000 aggregate principal amount of 4.30% Asset
Backed Notes, Class A-1 (the "Class A-1 Notes" and together with the Offered
Notes, the "Class A Notes" or the "Notes"). The Trust will also issue a
non-interest bearing subordinated seller's interest (the "Subordinated Seller's
Interest"). The Subordinated Seller's Interest will represent an undivided
interest in the Trust. Neither the Class A-1 Notes, nor the Subordinated
Seller's Interest will be sold hereunder. Morgan Stanley & Co. Incorporated and
Salomon Smith Barney Inc. will act as representatives for the Class A-2, Class
A-3 and Class A-4 Underwriters, and in such capacities shall herein be the
"Representatives". The assets of the Trust will include, among other things, a
pool of retail installment sale contracts (the "Receivables") secured by the
new and used automobiles and light duty trucks financed thereunder (the
"Financed Vehicles") and certain monies due or to become due thereunder on or
after April 1, 2001 (the "Cutoff Date") and the other property and the proceeds
thereof to be conveyed to the Trust pursuant to the Sale
and Servicing Agreement to be dated as of April 1, 2001 (the "Sale and
Servicing Agreement") among the Trust, the Seller and TMCC. TMCC purchased
the Receivables from certain Toyota and Lexus dealers. The Receivables and
other assets of the Trust will be sold by TMCC to the Seller pursuant to a
Receivables Purchase Agreement (the "Receivables Purchase Agreement") to be
dated as of April 1, 2001 between TMCC and the Seller. Pursuant to the Sale
and Servicing Agreement, the Seller will sell the Receivables to the Trust
and TMCC will service the Receivables on behalf of the Trust. In addition,
pursuant to the Sale and Servicing Agreement, TMCC will agree to perform
certain administrative tasks on behalf of the Trust imposed on the Trust
under the Indenture. The Notes will be issued pursuant to the Indenture to be
dated as of April 1, 2001 (the "Indenture"), between the Trust and Wells
Fargo Bank Minnesota, National Association (the "Trustee"). TMCC has caused
the Seller to form the Trust pursuant to an Amended and Restated Trust
Agreement (the "Trust Agreement") dated as of April 1, 2001, between the
Seller, as depositor and First Union Trust Company, National Association as
owner trustee (the "Owner Trustee"). The Trust will enter into a swap
agreement relating to interest payments on the Class A-2, the Class A-3 and
Class A-4 Notes in the form of an ISDA master agreement and schedule thereto
and confirmation(s) relating thereto each dated May 15, 2001 (together the
"Swap Agreement") with TMCC, as swap counterparty. The Trust will assign and
pledge its rights but none of its obligations under the Swap Agreement to the
Trustee under the Indenture and the Assignment of the Swap Agreement, to be
dated May 15, 2001 (the "Assignment of Swap Agreement"), by and among the
Trust, the Trustee and TMCC. As used herein, the term "Basic Documents"
refers to the Sale and Servicing Agreement, the Trust Agreement, the
Indenture and the Receivables Purchase Agreement, the Swap Agreement and the
Assignment of Swap Agreement.
This Underwriting Agreement shall hereinafter be referred to as
"this Agreement". Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed thereto in the Sale and Servicing Agreement.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND TMCC.
(a) Each of the Seller and TMCC, jointly and severally,
represents and warrants to, and agrees with, each of the Underwriters that:
(i) Registration statements on Form S-3 (Nos. 333-41568 and
333-58164), including a form of prospectus supplement, relating to the
Offered Notes and a form of Base Prospectus relating to each class of
securities to be registered under such registration statement (the
"Registered Securities") have been filed with the Securities and
Exchange Commission (the "Commission") and the registration statement
either (A) has been declared effective under the Securities Act of
1933, as amended (the "Act"), and is not proposed to be amended or (B)
is proposed to be amended by amendment or post-effective amendment. If
the registration statement (the "initial registration statement") has
been declared effective, either (i) any additional registration
statement (the "additional registration statement") relating to the
Offered Notes has been filed with the Commission pursuant to Rule
462(b) ("Rule 462(b)") under the Act and declared effective upon
filing pursuant to Rule 462(b) and the Offered Notes have been duly
registered under the Act pursuant to the initial registration statement
and such additional registration statement or (ii) any such additional
registration statement proposed to be
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filed with the Commission pursuant to Rule 462(b) will become effective
upon filing pursuant to Rule 462(b) and upon such filing the Offered
Notes will have been duly registered under the Act pursuant to the
initial registration statement and such additional registration
statement. If the Seller does not propose to amend each initial
registration statement, any such additional registration statement or
any post-effective amendment to either such registration statement
filed with the Commission prior to the execution and delivery of this
Agreement, then the most recent amendment (if any) to such registration
statement has been declared effective by the Commission or has become
effective upon filing pursuant to Rule 462(c) under the Act ("Rule
462(c)") or Rule 462(b).
For purposes of this Agreement, "Effective Time" with
respect to the initial registration statement or, if filed prior to
the execution and delivery of this Agreement, the additional
registration statement means (A) if the Seller has advised the
Representatives that it does not propose to amend such registration
statement, the date and time as of which such registration statement,
or the most recent post-effective amendment thereto (if any) filed
prior to the execution and delivery of this Agreement, was declared
effective by the Commission or has become effective upon filing
pursuant to Rule 462(c) or (B) if the Seller has advised the
Representatives that it proposes to file an amendment or
post-effective amendment to such registration statement, the date and
time as of which such registration statement as amended by such
amendment or post-effective amendment, as the case may be, is
declared effective by the Commission. If the Seller has advised the
Representatives that it proposes to file, but has not filed, an
additional registration statement prior to the execution and delivery
of this Agreement, "Effective Time" with respect to such additional
registration statement means the date and time as of which such
registration statement is filed and becomes effective pursuant to
Rule 462(b). "Effective Date" with respect to the initial
registration statement or the additional registration statement (if
any) means the date of the Effective Time thereof.
The initial registration statement, as amended at its
Effective Time, including all information (A) contained in the
additional registration statement (if any), (B) deemed to be a part
of such initial registration statement as of the Effective Time of
the additional registration statement (if any) pursuant to the
General Instructions of the Form on which it is filed and (C) deemed
to be a part of such initial registration statement as of its
Effective Time pursuant to Rule 430A(b) under the Act ("Rule
430A(b)"), is hereinafter referred to as the "Initial Registration
Statement". The additional registration statement, as amended at its
Effective Time, including (A) the contents of such Initial
Registration Statement incorporated by reference therein and (B) all
information deemed to be a part of the additional registration
statement as of its Effective Time pursuant to Rule 430A(b), is
hereinafter referred to as the "Additional Registration Statement."
The Initial Registration Statement and the Additional Registration
Statement are hereinafter referred to collectively as the
"Registration Statements" and individually as a "Registration
Statement." The form of prospectus supplement relating to the Offered
Notes (the "Prospectus Supplement") and the form of prospectus (the
"Base Prospectus") relating to the Registered Securities (including
the Offered Notes), as first filed with the Commission in connection
with the offering and sale of the Offered Notes pursuant to and in
accordance with Rule 424(b) under the Act ("Rule 424(b)") or, if no
such filing is required, as included in a Registration Statement,
including all material incorporated by
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reference in such prospectus, is hereinafter referred to as the
"Prospectus". Any reference herein to "Registration Statement" or
"Prospectus" shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3
which were filed under the Securities Exchange Act of 1934, as
amended, (the "Exchange Act") on or before the Effective Date of the
Registration Statement or the issue date of the Prospectus, as the
case may be; and any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Registration
Statement or the Prospectus shall be deemed to refer to and include
the filing of any document under the Exchange Act after the Effective
Date of the Registration Statement, or the issue date of the
Prospectus, as the case may be, deemed to be incorporated therein by
reference; any reference in this Agreement to documents, financial
statements and schedules and other information which is "contained",
"included", "stated", "described" or "referred to" in the
Registration Statement or the Prospectus (and all other references of
like import) shall be deemed to mean and include all such documents,
financial statements and schedules and other information which is or
is deemed to be incorporated by reference in the Registration
Statement or the Prospectus, as the case may be.
(ii) (A) On the Effective Date of any Registration Statement
whose Effective Time is prior to the execution and delivery of this
Agreement, each such Registration Statement conformed, (B) on the
date of this Agreement each such Registration Statement conforms and
(C) on any related Effective Date subsequent to the date of this
Agreement, each such Registration Statement will conform, in all
material respects, with the requirements of the Act and the rules and
regulations of the Commission promulgated under the Act (the "Rules
and Regulations"), and at such times did not and will not include any
untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading. At the time of the filing of the
Prospectus pursuant to Rule 424(b) or, if no such filing is required,
at the Effective Date of the Additional Registration Statement that
includes the Prospectus, on the date of this Agreement and at the
Closing Date (as such term is defined in Section 3 hereof), the
Prospectus will conform in all material respects to the requirements
of the Act and the Rules and Regulations, and does not include, or
will not include, any untrue statement of a material fact nor does
the Prospectus omit, nor will it omit, any material fact, necessary
in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The two
immediately preceding sentences do not apply to statements in or
omissions from a Registration Statement or the Prospectus based upon
and in conformity with the Underwriters Information (as defined in
Section 7(a)) or to that part of the Registration Statement which
shall constitute the Statement of Qualification under the Trust
Indenture Act of 1939, as amended (the "1939 Act") on Form T-1 (the
"Form T-1") of the Trustee. If the Effective Time of the Initial
Registration Statement is subsequent to the date of this Agreement,
no Additional Registration Statement has been or will be filed.
(iii) The consummation of the transactions contemplated by
this Agreement and the Basic Documents, and the fulfillment of the
terms thereof, will not conflict with or result in a breach of any of
the terms or provisions of, or constitute a default under, or result
in the creation of any lien, charge, or encumbrance upon any of the
property or assets of the Seller or TMCC pursuant to the terms of,
any indenture, mortgage, deed of
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trust, loan agreement, guarantee, lease financing agreement or
similar agreement or instrument under which the Seller or TMCC is a
debtor or guarantor.
(iv) No consent, approval, or order of, or filing with, any
court or governmental agency or body is required to be obtained or
made by the Seller or TMCC for the consummation of the transactions
in the manner contemplated by this Agreement except such as have been
obtained and made under the Act or the Rules and Regulations, such as
may be required under state securities laws and the filing of any
financing statements required to perfect the transfer of the
Receivables.
(v) Neither the Seller nor TMCC is in violation of its
charter or by-laws or in default in the performance or observance of
any obligation, agreement, covenant or condition contained in any
agreement or instrument to which it is a party or by which it or its
properties are bound which could have a material adverse effect on
the transactions contemplated herein or in the Basic Documents. The
execution, delivery and performance of this Agreement and the Basic
Documents and the issuance of the Notes and sale of the Offered Notes
and compliance with the terms and provisions of the Notes will not,
subject to obtaining any consents or approvals as may be required
under the securities laws of various jurisdictions in the United
States and elsewhere, result in a breach or violation of any of the
terms and provisions of, or constitute a default under, any statute,
rule, regulation or order of any governmental agency or body or any
court having jurisdiction over the Seller or TMCC or any of their
respective properties or any agreement or instrument to which the
Seller or TMCC is a party or by which the Seller or TMCC is bound or
to which any of their respective properties is subject, or the
charter or by-laws of the Seller or TMCC, and each of the Seller and
TMCC has full corporate power and authority to enter into this
Agreement and the Basic Documents and to consummate the transactions
contemplated hereby and thereby.
(vi) This Agreement and each of the Basic Documents to which
it is a party has been duly authorized, executed and delivered by the
Seller and TMCC.
(vii) The Seller has caused to be filed with the Commission
on May 1, 2001 the Current Report on Form 8-K with respect to the
Term Sheet dated April 30, 2001 relating to the Offered Notes (the
"Term Sheet").
(viii) The Offered Notes are "asset backed securities" within
the meaning of, and satisfy the requirements for use of, Form S-3
under the Act.
(ix) The documents incorporated by reference in the
Registration Statement and Prospectus, at the time they were or
hereafter are filed with the Commission, complied and will comply in
all material respects with the requirements of the Exchange Act and
the rules and regulations of the Commission thereunder.
(x) Neither TMCC or the Seller has entered into, nor will
TMCC or the Seller enter into, any contractual arrangement with
respect to the distribution of the Offered Notes except for this
Underwriting Agreement.
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(xi) The Trust is not an "investment company" and is not
required to be registered as an "investment company," as such term is
defined in the Investment Company Act of 1940, as amended (the
"Investment Company Act").
(b) As of the Closing Date, the representations and warranties of
the Seller and of TMCC in each of the Basic Documents to which it is a party
will be true and correct in accordance with the terms of such Basic Document;
provided, however, that with respect to representations made with respect to
any Receivable, the sole remedy for any breach thereof is, as provided in the
related agreement, the repurchase by either TMCC or the Seller, as the case
may be, of such Receivable.
Section 3. PURCHASE, SALE AND DELIVERY OF THE OFFERED NOTES. On the
basis of the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, the Seller agrees to sell
to the several Underwriters, and (i) the Class A-2 Underwriters agree,
severally and not jointly, to purchase from the Seller, the respective
principal amounts of Class A-2 Notes set forth opposite the names of the Class
A-2 Underwriters in Schedule I-A-2 hereto, (ii) the Class A-3 Underwriters
agree, severally and not jointly, to purchase from the Seller, the respective
principal amounts of Class A-3 Notes set forth opposite the names of the Class
A-3 Underwriters in Schedule I-A-3 hereto and (iii) the Class A-4 Underwriters
agree, severally and not jointly, to purchase from the Seller, the respective
principal amounts of Class A-4 Notes set forth opposite the names of the Class
A-4 Underwriters in Schedule I-A-4 hereto. The Offered Notes are to be
purchased at a purchase price equal to (i) in the case of the Class A-2 Notes,
99.875% of the aggregate principal amount thereof plus accrued interest at the
Class A-2 Note Rate from (and including) May 15, 2001, to (but excluding) the
Closing Date, (ii) in the case of the Class A-3 Notes, 99.825% of the aggregate
principal amount thereof plus accrued interest at the Class A-3 Note Rate from
(and including) May 15, 2001, to (but excluding) the Closing Date and (iii) in
the case of the Class A-4 Notes, 99.750% of the aggregate principal amount
thereof plus accrued interest at the Class A-4 Note Rate from (and including)
May 15, 2001, to (but excluding) the Closing Date.
The Offered Notes will initially be represented by three notes
respectively representing $500,000,000, $360,000,000 and $175,000,000
aggregate principal amount of Offered Notes registered in the name of Cede &
Co., the nominee of The Depository Trust Company, New York, New York ("DTC")
(the "DTC Notes"). The interests of beneficial owners of the DTC Notes will
be represented by book entries on the records of DTC and participating
members thereof. Definitive notes evidencing the DTC Notes will be available
only under the limited circumstances specified in the Basic Documents.
The Seller will deliver the DTC Notes to the Representatives for the
respective securities accounts of the Underwriters at the office of DTC, 55
Water Street, 49th Floor, New York, New York 10004, against payment to the
Seller of the purchase price for the Offered Notes by wire transfer in
immediately available funds, at 10:00 am., New York time, on May 15, 2001, or
at such other time not later than seven full business days thereafter as the
Seller, TMCC and the Representatives determine, such time being herein
referred to as the "Closing Date". The certificates evidencing the DTC Notes
will be made available for checking and packaging at the office of First
Union Trust Company, National Association in The City of New York at least 24
hours prior to the Closing Date.
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Section 4. OFFERING BY THE UNDERWRITERS. It is understood that the
several Underwriters propose to offer the Offered Notes for sale to the
public as set forth in the Prospectus.
Section 5. CERTAIN AGREEMENTS OF THE SELLER AND TMCC. Each of the Seller
and TMCC as the case may be, jointly and severally, covenants and agrees with
the several Underwriters that:
(a) If the Effective Time is prior to the execution and
delivery of this Agreement, the Seller will file the Prospectus with the
Commission pursuant to and in accordance with Rule 424(b) not later than
the second business day following the execution and delivery of this
Agreement. The Seller will advise the Representatives promptly of any
such filing pursuant to Rule 424(b). If the Effective Time of the Initial
Registration Statement is prior to the execution and delivery of this
Agreement and an Additional Registration Statement is necessary to
register a portion of the Offered Notes under the Act but the Effective
Time thereof has not occurred as of such execution and delivery, the
Seller will file the Additional Registration Statement or a
post-effective amendment thereto, as the case may be, with the Commission
pursuant to and in accordance with Rule 424(b) on or prior to 10:00 p.m.,
New York time, on the date of this Agreement or, if earlier, on or prior
to the time the Prospectus is printed and distributed to any Underwriter,
or will make such filing at such later date as shall have been consented
to by the Underwriter.
(b) The Seller will advise the Representatives promptly of any
proposal to amend or supplement the Initial Registration Statement or any
Additional Registration Statement as filed or the related prospectus or
any Registration Statement or the Prospectus and will not effect any such
amendment or supplement without the consent of the Representatives; and
the Seller will also advise the Representatives promptly of the
effectiveness of each Registration Statement (if the related Effective
Time is subsequent to the execution and delivery of this Agreement) and
of any amendment or supplement of any Registration Statement or the
Prospectus and of the institution by the Commission of any stop order
proceedings in respect of any Registration Statement and will use its
best efforts to prevent the issuance of any such stop order and to obtain
as soon as possible its lifting, if issued.
(c) If, at any time when a prospectus relating to the Offered
Notes is required to be delivered under the Act, any event occurs as a
result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, or
if it is necessary at any time to amend or supplement the Prospectus to
comply with the Act, the Seller will promptly notify the Representatives
and will promptly prepare and file, or cause to be prepared and filed,
with the Commission an amendment or supplement which will correct such
statement, or omission, or an amendment or supplement which will effect
such compliance. Neither the Representatives consent to, nor the delivery
by the Representatives of, any such amendment or supplement shall
constitute a waiver of any of the conditions set forth in Section 6
hereof.
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(d) As soon as practicable, but not later than the
Availability Date (as defined below), the Seller will cause the Owner
Trustee to make generally available to the Noteholders an earnings
statement with respect to the Trust covering a period of at least 12
months beginning after the Effective Date of the Initial Registration
Statement (or of any Additional Registration Statement) that will satisfy
the provisions of Section 11(a) of the Act. For the purpose of the
preceding sentence, "Availability Date" means the 45th day after the end
of the Seller's fourth fiscal quarter following the Seller's fiscal
quarter that includes such Effective Date, except that, if such fourth
fiscal quarter is the last quarter of the Seller's fiscal year,
"Availability Date" means the 90th day after the end of such fourth
fiscal quarter.
(e) The Seller will furnish to the Representatives copies of
each Registration Statement as originally filed and each amendment
thereto (in each case at least two of which will include all exhibits)
and to the Underwriters, the Prospectus and all amendments and
supplements to such documents, in each case as soon as available and in
such quantities as the Representatives may reasonably request. The
Prospectus shall be so furnished no later than 3:00 p.m., New York City
time, on the second business day following the later of the execution and
delivery of this Agreement or the Effective Time of the Initial
Registration Statement. All other documents shall be furnished as soon as
available and in such quantities as the Representatives reasonably
request. The Seller will pay the expenses of printing and distributing to
the Underwriters all such documents.
(f) The Seller will arrange for the qualification of the
Offered Notes for sale under the securities laws of such jurisdictions in
the United States as the Representatives may reasonably designate and
will continue such qualifications in effect so long as required for the
distribution of the Offered Notes, provided that the Seller shall not be
obligated to qualify to do business nor become subject to service of
process generally, but only to the extent required for such
qualification, in any jurisdiction in which it is not currently so
qualified.
(g) So long as any of the Offered Notes are outstanding, the
Seller or TMCC, as the case may be, will deliver or cause to be delivered
to the Representatives (i) copies of each report regarding the Offered
Notes mailed to Noteholders pursuant to the Basic Documents, (ii) the
annual statement as to compliance and the annual statement of a firm of
independent public accountants furnished to the Trustee pursuant to the
Basic Documents (as amended), as soon as such statements are furnished to
the Trustee, (iii) copies of all documents required to be filed with the
Commission pursuant to the Exchange Act, or any order of the Commission
thereunder and (iv) such other information concerning the Seller, TMCC
(relating to the Receivables, the servicing thereof or the ability of
TMCC to act as Servicer), the Offered Notes or the Trust as the
Representatives may reasonably request from time to time.
(h) On or before the Closing Date, the Seller and TMCC shall
cause the computer records of the Seller and TMCC relating to the
Receivables to show the absolute ownership by the Owner Trustee on behalf
of the Trust of the Receivables, and from and after the Closing Date,
none of the Seller or TMCC shall take any action inconsistent with the
ownership by the Owner Trustee on behalf of the Trust of such
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Receivables, other than as permitted by the Sale and Servicing Agreement
or as required by law.
(i) The Seller and TMCC will pay all expenses incident to the
performance of their respective obligations under this Agreement,
including without limitation, (i) expenses incident to the printing,
reproduction and distribution of the Registration Statement as originally
filed and each amendment thereto and the Prospectus (including any
amendments and supplements thereto), (ii) the fees and disbursements of
the Trustee and the Owner Trustee and their counsel, (iii) the fees and
disbursements of counsel to the Seller and TMCC and the independent
public accountants of the Seller, (iv) the fees charged by Moody's
Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings
Services, a division of the McGraw Hill Companies ("Standard & Poor's",
and together with Moody's, the "Rating Agencies") in connection with the
rating of the Notes, (v) the fees of DTC in connection with the
book-entry registration of the DTC Notes, (vi) the preparation, issuance
and delivery of the Offered Notes and (vii) expenses incurred in
distributing the Prospectus (including any amendments and supplements
thereto) to the Underwriters, and will reimburse the Underwriters for any
expenses (including reasonable fees and disbursements of counsel)
incurred by the Underwriters in connection with the qualification of the
Offered Notes for sale under the securities laws of such jurisdictions in
the United States as the Representatives may designate pursuant to
Section 5(f) hereof and in connection with the preparation of any blue
sky or legal investment survey, if any is required.
(j) For a period of 14 days from the date hereof, neither the
Seller, TMCC nor any of their respective affiliates will, without the
prior written consent of the Representatives, directly or indirectly,
offer, sell or contract to sell or announce the offering of, in a public
or private transaction, any other collateralized securities similar to
the Offered Notes.
(k) So long as any Offered Notes are outstanding, the Seller
and TMCC will cause to be delivered to the Representatives a reliance
letter relating to each Opinion of Counsel delivered to any Rating Agency
by counsel to the Seller or counsel to TMCC pursuant to the Basic
Documents.
(l) To the extent if any, that the rating at the Closing Date
provided with respect to the Offered Notes by any Rating Agency is
conditional upon the furnishing of documents or the taking of any other
actions by the Seller or TMCC, the Seller or TMCC, as the case may be,
shall furnish such documents and take any such other actions as may be
required. A copy of any such document shall be sent to the
Representatives at the time it is sent to either Rating Agency.
Section 6. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS. The
obligations of the several Underwriters to purchase and pay for the Offered
Notes will be subject to the accuracy of the respective representations and
warranties on the part of the Seller and TMCC herein, to the accuracy of the
statements of the Seller and TMCC made in any officers' certificates pursuant
to the provisions hereof, to the performance by the Seller and TMCC of their
respective obligations hereunder and to the following additional conditions
precedent:
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(a) On (i) the date of this Agreement, the Representatives and
the Seller shall have received a letter, dated the date of delivery
thereof (which, if the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement, shall
be on or prior to the date of this Agreement or, if such Effective Time
is subsequent to the execution and delivery of this Agreement, shall be
prior to the filing of the amendment or post-effective amendment to the
Registration Statement to be filed shortly prior to such Effective Time),
of PriceWaterhouseCoopers LLP confirming that they are independent public
accountants with respect to the Seller and TMCC within the meaning of the
Act and the Rules and Regulations and with respect to certain information
contained in the Registration Statements, the Term Sheet and the
Prospectus and substantially in the form of the draft to which the
Representatives previously have agreed and otherwise in form and in
substance satisfactory to the Representatives and counsel for the
Underwriters and (ii) the Closing Date, the Representatives and the
Seller shall have received (x) a letter, dated as of the Closing Date,
from PriceWaterhouseCoopers LLP, updating the letter referred to in
clause (i) above, in form and substance satisfactory to the
Representatives and counsel for the Representatives and (y) a letter,
dated as of the Closing Date, from PriceWaterhouseCoopers LLP relating to
certain agreed-upon procedures regarding data integrity in form and
substance satisfactory to the Representatives and counsel for the
Representatives (which letter may be included as part of the letter
referred to in clause (x)). As used in this subsection, (i) "Registration
Statements" shall mean (A) the Initial Registration Statement as proposed
to be amended by the amendment or post-effective amendment to be filed
shortly prior to its Effective Time, if the Effective Time of the Initial
Registration Statement is subsequent to the date of this Agreement, or
(B) the Initial Registration Statement and the Additional Registration
Statement as proposed to be filed or as proposed to be amended by the
post-effective amendment to be filed shortly prior to its Effective Time,
if the Effective Time is prior to the execution and delivery of this
Agreement but the Effective Time of the Additional Registration Statement
is subsequent to such execution and delivery, and (ii) "Prospectus" shall
mean the prospectus, with respect to the Offered Notes, together with any
supplement thereto.
(b) If the Effective Time of the Initial Registration
Statement is not prior to the execution and delivery of this Agreement,
such Effective Time shall have occurred not later than 10:00 p.m., New
York time, on the date of this Agreement or such later date as shall have
been consented to by the Representatives. If the Effective Time of the
Initial Registration Statement is prior to the execution and delivery of
this Agreement, the Prospectus shall have been filed with the Commission
in accordance with the Rules and Regulations and Section 5(a) hereof. If
the Effective Time of the Additional Registration Statement (if any) is
not prior to the execution and delivery of this Agreement, such Effective
Time shall have occurred not later than 10:00 p.m., New York time, on the
date of this Agreement or, if earlier, the time the Prospectus is printed
and distributed to any Underwriter, or shall have occurred at such later
date as shall have been consented to by the Underwriter. Prior to the
Closing Date, no stop order suspending the effectiveness of any
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or, to the knowledge of the Seller or
the Representatives, shall be contemplated by the Commission.
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(c) Subsequent to the execution and delivery of this
Agreement, there shall not have occurred (i) any material adverse change
in the condition, financial or otherwise, or in the business affairs or
business prospects of the Seller, TMCC or the Trust which, in the
reasonable judgment of the Representatives (after consultation with the
Underwriters), materially impairs the investment quality of the Offered
Notes, or makes it impractical or inadvisable to proceed with completion
of the sale of and payment for the Offered Notes; (ii) any downgrading in
the rating of any debt securities of TMCC or any of its direct or
indirect subsidiaries by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act), or
any public announcement that any such organization has under surveillance
or review its rating of any such debt securities (other than an
announcement with positive implications of a possible upgrading, and no
implication of a possible downgrading, of such rating); (iii) any
suspension or limitation of trading in securities generally on the New
York Stock Exchange or setting of minimum prices for trading on such
exchange; (iv) any suspension of trading of any securities of TMCC on any
exchange or in the over-the-counter market, (v) any banking moratorium
declared by federal, California or New York authorities; or (vi) any
outbreak or escalation of major hostilities in which the United States is
involved, any declaration of war by the United States Congress or any
other substantial national or international calamity or emergency if, in
the reasonable judgment of the Representatives (after consultation with
the Underwriters), the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or inadvisable to
proceed with completion of the sale of and payment for the Offered Notes.
(d) The Representatives shall have received:
(1) The favorable opinion, dated the Closing Date, of
O'Melveny & Myers LLP, special counsel for the Seller and TMCC, in form
and scope satisfactory to the Representatives, to the effect that:
(i) Each Basic Document has been duly authorized by all
necessary corporate action on the part of each of the Seller and
TMCC and has been executed and delivered by each of the Seller and
TMCC.
(ii) Assuming the due authorization, execution and
delivery thereof by the Owner Trustee and Trustee, each of the Sale
and Servicing Agreement, the Indenture and the Receivables Purchase
Agreement constitutes a legally valid and binding obligation of each
of the Seller and TMCC enforceable in accordance with its respective
terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws now or hereafter in
effect, relating to or affecting creditors' rights generally and by
the application of general principles of equity, including without
limitation concepts of materiality, reasonableness, good faith and
fair dealing and the possible unavailability of specific
performance, injunctive relief or any other equitable remedy
(regardless of whether enforcement is considered in a proceeding at
law or in equity).
(iii) Assuming the Notes have been duly and validly
authorized and, when executed and authenticated by the Owner Trustee
as specified in the
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Indenture and delivered against payment of the consideration
specified in this Agreement or the Sale and Servicing Agreement, the
Notes will be legally valid and binding obligations of the Trust,
and entitled to the benefits of the Indenture enforceable in
accordance with their terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws now or
hereafter in effect, relating to or affecting creditors' rights
generally and by the application of general principles of equity,
including without limitation concepts of materiality,
reasonableness, good faith and fair dealing and the possible
unavailability of specific performance, injunctive relief or any
other equitable remedy (regardless of whether enforcement is
considered in a proceeding at law or in equity).
(iv) Assuming the due authorization, execution and
delivery thereof by the Owner Trustee and Trustee, each of the Sale
and Servicing Agreement and the Indenture constitutes the valid and
binding obligation of the Trust enforceable against the Trust in
accordance with its respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws
now or hereafter in effect, relating to or affecting creditors'
rights generally and by the application of general principles of
equity, including without limitation concepts of materiality,
reasonableness, good faith and fair dealing and the possible
unavailability of specific performance, injunctive relief or any
other equitable remedy (regardless of whether enforcement is
considered in a proceeding at law or in equity).
(v) Neither the Seller nor the Trust is required to be
registered under the Investment Company Act.
(vi) With respect to Financed Vehicles in the State of
California, no filing or other action other than (A) the filing of a
UCC financing statement naming TMCC as transferor and the Seller as
the transferee, and (B) the filing of a UCC financing statement
naming the Seller as the transferor and the Owner Trustee as
transferee, which filings have been completed, is necessary to
perfect the transfer and assignment of TMCC's security interest in
such Financed Vehicles to the Seller, and the Seller's security
interest in such Financed Vehicles to the Owner Trustee,
respectively, and as a result of such transfer and assignment and
filing of such financing statements, the Trustee has a first
perfected security interest in such Financed Vehicles, except that
so long as TMCC is named as the legal owner and lien holder on a
certificate of title, TMCC has the ability to release the security
interest in the Financed Vehicle or to assign it to another party.
(vii) The Trust will not be classified as an association
taxable as a corporation or as a publicly traded partnership for
federal or California income and franchise tax purposes and for
federal income tax purposes the Offered Notes will be characterized
as debt.
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(viii) The statements in the Prospectus Supplement under
"Summary of Terms--Tax Status" and "--ERISA Considerations", and
"ERISA Considerations", and in the Base Prospectus under the
"Summary of Terms--Tax Status" and "--ERISA Considerations",
"Certain Federal Income Tax Consequences", "Certain Legal Aspects of
the Receivables", and "ERISA Considerations", to the extent that
they constitute matters of law or legal conclusions relating to the
federal laws of the United States or the laws of the State of
California with respect thereto, have been reviewed by such counsel
and are correct in all material respects.
(ix) This Agreement has been duly authorized by all
necessary corporate action on the part of each of the Seller and
TMCC, and has been duly executed and delivered by each of the Seller
and TMCC.
(x) No order, consent, permit or approval of any
California, New York or federal governmental authority that such
counsel has, in the exercise of customary professional diligence,
recognized as applicable to TMCC or the Seller, or to the
transactions of the type contemplated by this Agreement or any Basic
Document, including the issuance of the Notes, is required on the
part of TMCC or the Seller for the execution and delivery of, and
the performance of its obligations under this Agreement and any
Basic Document, except for such as have been obtained or made and
are in full force and effect as of the Closing Date; provided that
such counsel need express no opinion with respect to any orders,
consents, permits, approvals, filings or licenses related to the
authority to sell motor vehicles, originate retail installment sales
contracts or service retail installment sales contracts or as may be
required by any regional or local governmental authority or under
any foreign or state securities laws.
(xi) To such counsel's knowledge, there are no actions,
proceedings or investigations pending or threatened, to which the
Seller or TMCC is a party or of which any property of the Seller or
TMCC is the subject required to be disclosed in the Registration
Statements, other than those disclosed therein, (A) asserting the
invalidity of this Agreement, any Basic Document or the Notes, (B)
seeking to prevent the issuance of the Notes or the consummation of
any of the transactions contemplated by this Agreement or the Basic
Documents, (C) that would, if determined adversely to TMCC or the
Seller, materially and adversely affect the performance by the
Seller or TMCC of its respective obligations under, or the validity
or enforceability of, this Agreement, either Basic Document or the
Notes or (D) seeking adversely to affect the federal income tax
attributes of the Notes as described in the Base Prospectus under
the heading "Certain Federal Income Tax Consequences" or the
California income tax attributes of the Notes.
(xii) At the time of execution and delivery of (A) the
Receivables Purchase Agreement, TMCC had the corporate power and
corporate authority to transfer the Receivables and such other
property being transferred to the Seller pursuant to the Receivables
Purchase Agreement, and (B) the Sale and Servicing Agreement, the
Seller had the corporate power and corporate authority to transfer
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the Receivables and such other property being transferred to the
Owner Trustee pursuant to the Sale and Servicing Agreement and to
cause the transfer of the Offered Notes to the Underwriters.
(xiii) The Notes and the Basic Documents each conform in all
material respects with the respective descriptions thereof contained
in the Registration Statements and the Prospectus.
(xiv) Neither the Trust Agreement nor the Sale and
Servicing Agreement need to be qualified under the 1939 Act.
(xv) The Receivables constitute "chattel paper" as such
term is defined in the California Uniform Commercial Code.
(xvi) The Initial Registration Statement and any Additional
Registration Statement filed with the Commission has been declared
effective under the Act, and, to such counsel's knowledge upon due
inquiry, no stop order suspending the effectiveness of a
Registration Statement has been issued under the Act or proceedings
therefor initiated or threatened by the Commission, and each
Registration Statement and the Prospectus, and each amendment or
supplement thereto, as of its respective effective or issue date,
appeared on its face to be appropriately responsive in all material
respects to the applicable requirements of the Act and the Rules and
Regulations, except that such counsel need not assume any
responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus
except as contemplated by paragraph (viii) of this Section to the
extent set forth therein; such counsel need not opine as to any
financial statements or other financial, numerical or statistical
data contained or incorporated by reference therein; and such
counsel need not opine as to the Trustee's Statement of
Qualification on Form T-1.
(xvii) The form of the Indenture has been qualified under
the 1939 Act.
(xviii) The Seller has duly authorized and executed the
written order to the Owner Trustee to execute and deliver the issuer
order to the Trustee to authenticate the Notes.
In addition, such counsel shall state that such counsel has participated
in conferences with the officers and other representatives of TMCC and the
Seller, representatives of the independent public accountants therefor and the
Underwriters, at which the contents of the Registration Statement and the
Prospectus and related matters were discussed and, although such counsel is not
passing upon, and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained therein and has not made
any independent check or verification thereof, during the course of such
participation, such counsel does not believe that any Registration Statement,
at the related Effective Time, or any such amendment or supplement, as of its
effective date, contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus, at the date of the
Prospectus Supplement (or any such
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amendment or supplement, as of its respective date) or at the Closing Date
included or includes an untrue statement of a material fact or omitted or omits
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading; it
being understood that such counsel need express no opinion or belief as to any
financial statements or other financial, numerical or statistical data
contained or incorporated by reference in any Registration Statement or the
Prospectus or the Trustee's Statement of Qualification on Form T-1.
Such counsel's opinions as to enforceability shall be subject to the
unenforceability under certain circumstances: (1) of waivers of rights
granted by law where the waivers are against public policy or prohibited by
law; (2) of waivers of vaguely or broadly stated rights or future rights; (3)
of any indemnification provisions; (4) of any provisions that rights or
remedies are not exclusive, that every right or remedy is cumulative and may
be exercised in addition to or with any other right or remedy or that the
election of some particular remedy or remedies does not preclude recourse to
one or more other remedies; (5) of choice of law provisions; and (6) of
severability provisions, provided that such enforceability will not, subject
to the other exceptions, qualifications and limitations contained in such
opinion, render the relevant agreements invalid as a whole or substantially
interfere with the substantial realization of the principal benefits that
such agreements purport to provide (except for the economic consequences of
procedural or other delay).
(2) The favorable opinion, dated the Closing Date, of Alan F.
Cohen, Esq., General Counsel of TMCC and counsel to the Seller, in form
and scope satisfactory to the Representatives and their counsel, to the
effect that:
(i) Each of the Seller and TMCC is a corporation duly
organized, existing and in good standing under the laws of the State
of California.
(ii) Each of the Seller and TMCC is duly incorporated or
qualified as a foreign corporation to transact business and is in
good standing in each jurisdiction in which their respective
ownership or lease of substantial properties or the conduct of their
respective businesses requires such qualification and in which the
failure to so qualify and be in good standing would materially
adversely affect their respective businesses or financial condition.
(iii) To such counsel's knowledge (A) there are no legal or
governmental proceedings pending or threatened against TMCC or in
connection with the origination and servicing of the Receivables by
TMCC which are required to be disclosed in the Registration
Statements, other than those disclosed therein, (B) there are no
legal or governmental proceedings to which TMCC is a party or to
which any of its property is subject which are not described in
TMCC's Annual Report on Form 10-K for the year ended September 30,
2000, or its quarterly report for the quarter ended December 31,
2000, which are required to be disclosed therein other than those
disclosed therein and (C) there are no pending legal or governmental
proceedings to which the Seller is a party or to which any of its
property is subject.
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(iv) To such counsel's knowledge (A) no default exists in
the due performance or observance by TMCC of any obligation,
agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other instrument
to which it is a party or by which it may be bound, which default
would have a material adverse effect on the financial condition,
earnings, business affairs, business prospects, properties or
results of operations of TMCC and its subsidiaries considered as one
enterprise, and (B) other than this Agreement, and the Basic
Documents and the corresponding agreements in connection with the
Toyota Auto Receivables 1999-A Owner Trust, the Toyota Auto
Receivables 2000-A Owner Trust, Toyota Auto Receivables 2000-B Owner
Trust, Toyota Auto Receivables 2001-A Owner Trust and the
subordinated notes payable to TMCC, the Seller is not a party to any
material contract, indenture, mortgage, loan agreement, note, lease
or other instrument.
(v) The transfer of the Receivables and the other
property of the Trust transferred by TMCC to the Seller pursuant to
the Receivables Purchase Agreement, the execution, delivery and
performance of the Basic Documents and this Agreement and the
consummation of the transactions herein and therein contemplated
will not (A) conflict with or constitute a breach of, or default
under, or result in the creation or imposition of any Lien upon any
property or assets of TMCC or any of its subsidiaries pursuant to,
any material contract, indenture, mortgage, loan agreement, note,
lease or other instrument known to such counsel to which TMCC or any
of its subsidiaries is a party or by which it or any of them may be
bound, or to which any of the property or assets of TMCC or any of
its subsidiaries is subject, (B) result in any violation of the
provisions of the charter or bylaws of TMCC or (C) to such counsel's
knowledge, result in any violation of any applicable law,
administrative regulation or administrative or court decree.
(vi) The transfer of the Receivables to the Owner Trustee
acting on behalf of the Trust, the assignment of the security
interest of the Seller in the Financed Vehicles, the issuance of the
Notes, the sale of the Offered Notes, the execution and delivery of
this Agreement, the Basic Documents and the Notes, and the
consummation of the transactions contemplated herein and therein
will not (A) conflict with or constitute a breach of, or default
under, or result in the creation or imposition of any Lien upon any
property or assets of the Seller pursuant to, any contract,
indenture, mortgage, loan agreement, note, lease or other instrument
to which the Seller is a party or by which it may be bound, or to
which any of the property or assets of the Seller is subject, (B)
result in any violation of the provisions of the charter or bylaws
of the Seller or (C) to such counsel's knowledge, result in any
violation of any applicable law, administrative regulation or
administrative or court decree.
(vii) Each of the Seller and TMCC has obtained all
necessary licenses and approvals under the federal law of the United
States and the laws of the State of California to conduct their
respective businesses in which the failure to obtain such licenses
and approvals would render any Receivable or any other material part
of the corpus of the Trust unenforceable or would materially and
adversely
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affect the ability of either the Seller or TMCC to perform any of
their respective obligations under, or the enforceability of, any of
the Basic Documents.
(viii) Such counsel is familiar with the standard operating
procedures of TMCC relating to the acquisition by TMCC of a first
perfected security interest in the automobiles and/or light duty
trucks financed by the retail installment sale contracts purchased
by TMCC in the ordinary course of its business and relating to the
sale to TMCC of such contracts and such security interests in the
automobiles or light duty trucks financed thereby in the ordinary
course of its business. Assuming that such standard procedures are
followed with respect to the perfection of security interests in the
Financed Vehicles (and such counsel has no reason to believe that
TMCC has not or will not continue to follow its standard procedures
in connection with the perfection of first perfected security
interests in the Financed Vehicles), TMCC has acquired a first
perfected security interest in the Financed Vehicles.
(3) The favorable opinion, dated the Closing Date, of
Sheppard, Mullin, Richter & Hampton, special California counsel to the
Seller and TMCC, in form and scope satisfactory to the Representatives
and their counsel, to the effect that, assuming the due authorization,
execution and delivery thereof by the parties thereto, each of the
Receivables in the form attached to such opinion constitutes the valid,
binding and enforceable agreement of the parties thereto; and such
Receivables comply as to content and form with all applicable state laws
and federal disclosure laws relating to consumer credit, including
without limitation, consumer protection laws.
(4) Reliance letters relating to each opinion rendered to
either Rating Agency by any counsel for the Seller, TMCC, the Trust or
any other party to any of the Basic Documents.
(5) The favorable opinion, dated the Closing Date, of Dorsey &
Whitney LLP, counsel to the Trustee, in form and scope satisfactory to
the Representatives and counsel for the Underwriters, to the effect that:
(i) Each Basic Document to which the Trustee is a party
has been duly authorized, executed and delivered by the Trustee and,
assuming the due authorization, execution and delivery thereof by
the other parties thereto, will constitute a legal, valid and
binding obligation of the Trustee enforceable in accordance with its
terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, reorganization or other similar
laws affecting enforcement of creditors rights generally and by
general principals of equity (regardless of whether such
enforceability is considered in a proceeding in equity and or at
law).
(6) The favorable opinions of counsel to the Owner Trustee,
dated the Closing Date in form and scope satisfactory to the
Representatives and counsel for the Underwriters, to the effect that:
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(i) The Owner Trustee has been duly incorporated and is
validly existing as a national banking association, in good standing
under the laws of United States with full power and authority
(corporate and other) to own its properties and conduct its
business, as presently conducted by it, and to enter into and
perform its obligations as Owner Trustee under each Basic Document
to which the Owner Trustee is a party.
(ii) Each Basic Document to which the Owner Trustee is a
party has been duly authorized, executed and delivered by the Owner
Trustee and, assuming the due authorization, execution and delivery
thereof by the other parties thereto, will constitute a legal, valid
and binding obligation of the Owner Trustee enforceable in
accordance with its terms, except as the enforceability thereof may
be limited by bankruptcy, insolvency, moratorium, reorganization or
other similar laws affecting enforcement of creditors rights
generally and by general principals of equity (regardless of whether
such enforceability is considered in a proceeding in equity and or
at law).
(iii) Neither the execution nor delivery by the Owner
Trustee of each Basic Document to which it is a party nor the
consummation of any of the transactions by the Owner Trustee
contemplated thereby require the consent or approval of, the giving
of notice to, the registration with or the taking of any other
action with respect to, any governmental authority or agency under
any existing federal or state law governing the banking or trust
powers of the Owner Trustee.
(iv) The execution and delivery of each Basic Document to
which the Owner Trustee is a party and the performance by the Owner
Trustee of its terms do not conflict with or result in a violation
of (A) any federal or state law or regulation governing the banking
or trust powers of the Owner Trustee, (B) the Articles of
Association or By-Laws of the Owner Trustee, or (C) to the best
knowledge of such counsel, any indenture, lease, or material
agreement to which the Owner Trustee is a party or to which its
assets are subject.
(v) Each of the Notes has been duly executed and
delivered by the Owner Trustee on behalf of the Trust.
(vi) Each of the Swap Agreement and the Assignment of the
Swap Agreement has been duly executed and delivered by the Owner
Trustee on behalf of the Trust.
(7) The favorable opinion of Stroock & Stroock & Lavan LLP,
counsel for the Underwriters, dated the Closing Date, with respect to the
validity of the Notes and such other related matters as the
Representatives shall request and the Seller and TMCC shall have
furnished or caused to be furnished to such counsel such documents as
they may reasonably request for the purpose of enabling them to pass upon
such matters.
(8) The favorable opinion of O'Melveny & Myers LLP, special
counsel to the Trust, dated the Closing Date, in form and scope
satisfactory to the Representatives and
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counsel for the Underwriters, regarding the creation, attachment and
perfection of a first priority security interest in the Receivables, the
rights under the Swap Agreement and the property held in the Reserve
Account in favor of the Owner Trustee on behalf of the Noteholders. Such
opinion may contain such assumptions, qualifications and limitations as
are customary in opinions of this type and are reasonably acceptable to
counsel to the Underwriters. In rendering such opinion, such counsel may
state that they express no opinion as to the laws of any jurisdiction
other than the federal law of the United States of America and the laws
of the State of New York and the State of California. To the extent any
portion of such opinion is governed by the laws of the State of Delaware,
such opinion will be given by Richards, Layton & Finger. To the extent
any portion of such opinion is governed by the laws of the State of New
York or California, such opinion will be given by O'Melveny & Myers LLP.
(9) The favorable opinion of O'Melveny & Myers LLP, dated the
Closing Date, in form and scope satisfactory to the Representatives and
counsel to the Underwriters with respect to (i) the consolidation of the
assets and liabilities of the Seller with those of TMCC under the
doctrine of substantive consolidation, (ii) the creation of (x) a "true
sale" with respect to the transfer of the Receivables from TMCC to the
Seller and with respect to the transfer of the Receivables from the
Seller to the Trust or (y) with respect to the transfer of the
Receivables to the Trust, a valid and binding security interest in the
Receivables and (iii) such other related matters as the Representatives
shall reasonably require and the Seller shall have furnished or caused to
be furnished to such counsel such documents as they may reasonably
request for the purpose of enabling them to pass upon such matters. Such
opinions shall be limited to the laws of the State of New York and United
States federal law.
(10) The favorable opinion of special Delaware counsel for the
Trust, dated the Closing Date, in form and scope satisfactory to the
Representatives and counsel for the Representatives, to the effect that:
(i) The Trust Agreement constitutes the valid and binding
obligation of the Owner Trustee and the Seller enforceable against
the Owner Trustee and the Seller in accordance with its terms
subject to (i) applicable bankruptcy, insolvency, moratorium,
receivership, reorganization, fraudulent conveyance and similar laws
relating to and affecting the rights and remedies of creditors
generally, and (ii) principles of equity (regardless of whether
considered and applied in a proceeding in equity or at law).
(ii) The Certificate of Trust has been duly filed with the
Secretary of State. The Trust has been duly formed and is validly
existing as a business trust under the Delaware Business Trust Act.
The Trust has the power and authority under the Trust Agreement and
the Delaware Business Trust Act to execute and deliver the Indenture
and the Sale and Servicing Agreement, to issue the Notes and to
pledge the Trust Estate to the Trustee as security for the Notes.
(iii) To the extent that Article 9 of the Uniform
Commercial Code as in effect in the State of Delaware (the "Delaware
UCC") is applicable (without
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regard to conflicts of laws principles), and assuming that the
security interest created by the Indenture in the Receivables and
the rights of the Trust under the Swap Agreement has been duly
created and has attached, upon the filing of a UCC-1 financing
statement with the Secretary of State of the State of Delaware, the
Trustee will have a perfected security interest in such Receivables
and the proceeds thereof and the rights of the Trust under the Swap
Agreement, and such security interest will be prior to any other
security interest that is perfected solely by the filing of
financing statements under the Delaware UCC, excluding purchase
money security interests under Section 9-312(4) of the UCC and
temporarily perfected security interests in proceeds under Section
9-306(3) of the Delaware UCC.
(iv) No re-filing or other action is necessary under the
Delaware UCC in order to maintain the perfection of such security
interest except for the filing of continuation statements at five
year intervals.
(v) Under Section 3805(b) of the Business Trust Act, no
creditor of any Certificateholder or Noteholder shall have any right
to obtain possession of, or otherwise exercise legal or equitable
remedies with respect to, the property of the Trust except in
accordance with the terms of the Trust Agreement.
(vi) Under Section 3805(c) of the Business Trust Act, and
assuming that the Sale and Servicing Agreement conveys good title to
the Receivables to the Trust as a true sale and not as a security
arrangement, the Trust rather than the Certificateholders or
Noteholders is the owner of the Receivables.
(vii) The execution and delivery by the Owner Trustee of
the Trust Agreement and, on behalf of the Trust, the Indenture and
the Sale and Servicing Agreement do not require any consent,
approval or authorization of, or any registration or filing with,
any governmental authority of the State of Delaware, except for the
filing of the Certificate of Trust with the Secretary of State.
(viii) Neither the consummation by the Owner Trustee of the
transactions contemplated in the Trust Agreement or, on behalf of
the Trust, the transactions contemplated in the Indenture and the
Sale and Servicing Agreement, nor the fulfillment of the terms
thereof by the Owner Trustee will conflict with or result in a
breach or violation of any law of the State of Delaware applicable
to the Trust.
Such opinion may contain such assumptions, qualifications and
limitations as are customary in opinions of this type and are reasonably
acceptable to counsel to the Representatives. In rendering such opinion, such
counsel may state that they express no opinion as to the laws of any
jurisdiction other than the federal law of the United States of America and
the laws of the State of Delaware.
(11) The favorable opinions, dated the Closing Date, of Wells
Fargo Bank Minnesota, National Association, counsel to the Trustee, in
form and scope satisfactory to the Representatives and counsel for the
Underwriters, to the effect that:
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(i) The Trustee has been duly incorporated and is validly
existing as a national banking association, in good standing under
the laws of United States with full power and authority (corporate
and other) to own its properties and conduct its business, as
presently conducted by it, and to enter into and perform its
obligations as Trustee under each Basic Document to which the
Trustee is a party.
(ii) Neither the execution nor delivery by the Trustee of
each Basic Document to which it is a party nor the consummation of
any of the transactions by the Trustee contemplated thereby require
the consent or approval of, the giving of notice to, the
registration with or the taking of any other action with respect to,
any governmental authority or agency under any existing federal or
state law governing the banking or trust powers of the Trustee.
(iii) The execution and delivery of each Basic Document to
which the Trustee is a party and the performance by the Trustee of
its terms do not conflict with or result in a violation of (A) any
federal or state law or regulation governing the banking or trust
powers of the Trustee, (B) the Articles of Association or By-Laws of
the Trustee, or (C) to the best knowledge of such counsel, any
indenture, lease, or material agreement to which the Trustee is a
party or to which its assets are subject.
(iv) Each of the Notes has been authenticated by the
Trustee in accordance with the terms of the Indenture.
(e) The Representatives shall have received a certificate,
dated the Closing Date, signed by the President or any Vice President and
a principal financial or accounting officer of (i) the Seller in which
such officers shall state that, to the best of their knowledge after
reasonable investigation, (A) the representations and warranties of the
Seller in this Agreement are true and correct, (B) the Seller has
complied with all agreements and satisfied all conditions on its part to
be performed or satisfied hereunder at or prior to the Closing Date, (C)
no stop order suspending the effectiveness of any Registration Statement
has been issued and no proceedings for that purpose have been instituted
or, to the best of their knowledge, are contemplated by the Commission,
(D) the Additional Registration Statement, if any, satisfying the
requirements of Rule 462(b)(1) and Rule 462(b)(3) was filed in accordance
with Rule 462(b) (including payment of the applicable filing fee in
accordance with Rule 111(a) or Rule 111(b) under the Act) prior to the
time the Prospectus was printed or distributed to the Underwriter and (E)
subsequent to the date of this Agreement, there has been no material
adverse change in the condition, financial or otherwise, or in the
business affairs or business prospects of the Seller except as set forth
or contemplated in the Prospectus and (ii) TMCC in which such officers
shall state that, to the best of their knowledge after reasonable
investigation, (A) the representations and warranties of TMCC in this
Agreement are true and correct, (B) TMCC has complied with all agreements
and satisfied all conditions on its part to be performed or satisfied
hereunder and (C) subsequent to the date of this Agreement there has been
no material adverse change in the condition, financial or otherwise, or
in the business affairs or business prospects of TMCC which would
materially and adversely
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affect the performance by TMCC of its obligations under this Agreement or
any of the Basic Documents.
(f) On the Closing Date, the Class A-2, Class A-3 and Class
A-4 Notes shall be rated "Aaa" by Moody's and "AAA" by Standard & Poor's.
(g) The Representatives shall have received a certificate,
dated the Closing Date, signed by an authorized officer or any Vice
President of the Trustee, in which such officer shall state that the
information contained in the Form T-1 is true and accurate as of its
filing with the Commission.
(h) The Representatives shall have received evidence
satisfactory to counsel for the Representatives that the Owner Trustee
and Trust have received all necessary licenses in the State of
Pennsylvania and the State of Maryland to own the Receivables.
(i) On the Closing Date, the Representatives and counsel for
the Underwriters shall have been furnished with such documents and
opinions as they reasonably may require for the purpose of enabling them
to pass upon the issuance and sale of the Notes as herein contemplated
and related proceedings or in order to evidence the accuracy and
completeness of any of the representations and warranties, or the
fulfillment of any of the conditions, herein contained; and all
proceedings taken by the Seller and TMCC in connection with the issuance
and sale of the Notes as herein contemplated shall be in form and
substance satisfactory to the Representatives and counsel for the
Underwriters.
Section 7. INDEMNIFICATION AND CONTRIBUTION.
(a) The Seller and TMCC will, jointly and severally, indemnify and hold
harmless each Underwriter against any losses, claims, damages or liabilities,
joint or several as incurred, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement, the Term Sheet, the Prospectus or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses
are incurred; provided, however, that neither the Seller nor TMCC will be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged
untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with written information
furnished to the Seller or TMCC by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by any Underwriter consists of the
information in the Prospectus appearing in the first textual paragraph under
the first table on page S-51, the second table on page S-51 insofar as it
describes the Selling Concessions and the Reallowances, the three paragraphs
on page S-51 after the second table and the first and second sentences of the
third full paragraph on page S-52 (the "Underwriters' Information"); provided
that neither TMCC nor the Seller shall be liable under
-22-
this subsection (a) to any Underwriter to the extent that such losses,
claims, damages or liabilities arose out of or are based upon an untrue
statement or omission made in any Term Sheet that is corrected in the
Prospectus (or any amendment or supplement thereto) that has been previously
made available to such Underwriter if the person asserting such loss, claim,
damage or liability was not sent or given the Prospectus (or any amendment or
supplement thereto) on or prior to the confirmation of the sale of the
Offered Notes.
(b) Each Underwriter, severally and not jointly, will indemnify and hold
harmless each of the Seller and TMCC, against any losses, claims, damages or
liabilities, joint or several as incurred, to which the Seller or TMCC, may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement, the Prospectus or any amendment
or supplement thereto, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Seller or
TMCC by such Underwriter through the Representatives specifically for use
therein, it being understood and agreed that the only such information
furnished by such Underwriter consists of such Underwriter's Underwriters'
Information and will reimburse any legal or other expenses reasonably
incurred by the Seller and TMCC in connection with investigating or defending
any such loss, claim, damage, liability or action as such expenses are
incurred.
(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than under subsection (a) or (b) above. In case any such
action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified party
under this Section for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof other than
reasonable costs of investigation. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have
mutually agreed to the retention of such counsel or (ii) the named parties to
any such proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them or (iii) the indemnifying party fails to
appoint such counsel as provided in the previous sentence under this Section.
In no event shall the indemnifying parties be liable for the fees and
expenses of more than one counsel (in addition
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to any local counsel) for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying
party shall, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to
any litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 7 (whether
or not the indemnified parties are actual or potential parties thereto),
unless such settlement, compromise or consent does not contain a statement as
to or an admission of fault, culpability, or a failure to act by or on behalf
of any indemnified party (unless such statement is agreed to by the
indemnified party in writing); provided, however, that in the event such
settlement, compromise or consent by the indemnifying party does not include
an unconditional release of each indemnified party from all liability arising
out of any litigation, investigation, proceeding or claim; the provisions of
this Section with respect to indemnification shall continue and survive.
(d) If the indemnification provided for in this Section is unavailable
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above, then each indemnifying party shall contribute to the amount paid
or payable by such indemnified party as a result of the losses, claims,
damages or liabilities referred to in subsection (a) or (b) above (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Seller and TMCC on the one hand and the Class A Underwriters, on the other
hand, from the offering of the Offered Notes or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Seller and
TMCC on the one hand and the Underwriters on the other hand in connection
with the statements or omissions which resulted in such losses, claims,
damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Seller and TMCC on the
one hand and the Class A Underwriters on the other hand shall be deemed to be
in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Seller and TMCC bear to the total
underwriting discounts and commissions received by the Class A Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Seller or TMCC or the Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an indemnified
party as a result of the losses, claims, damages or liabilities referred to
in the first sentence of this subsection (d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any action or claim which is the
subject of this subsection (d). Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Offered Notes
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this
subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.
-24-
(e) The obligations of the Seller and TMCC under this Section shall be
in addition to any liability that the Seller or TMCC may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act; and the obligations
of the Underwriters under this Section shall be in addition to any liability
that the respective Underwriters my otherwise have and shall extend, upon the
same terms and conditions, to each director of the Seller or TMCC, to each
officer of the Seller or TMCC who has signed any Registration Statement and
to each person, if any, who controls the Seller or TMCC within the meaning of
the Act.
Section 8. DEFAULT OF UNDERWRITERS. If any Class A Underwriter or
Underwriters default in their obligations to purchase Offered Notes hereunder
and (i) the aggregate principal amount of Class A-2 Notes (in the case of the
Class A-2 Underwriters) that such defaulting Underwriter or Underwriters
agreed but failed to purchase does not exceed 10% of the total principal
amount of the Class A-2 Notes, (ii) the aggregate principal amount of Class
A-3 Notes (in the case of the Class A-3 Underwriters) that such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10%
of the total principal amount of the Class A-3 Notes and (iii) the aggregate
principal amount of Class A-4 Notes (in the case of the Class A-4
Underwriters) that such defaulting Underwriter or Underwriters agreed but
failed to purchase does not exceed 10% of the total principal amount of Class
A-4 Notes, the Representatives may make arrangements satisfactory to the
Seller and TMCC for the purchase of such Class A-2 Notes, Class A-3 Notes or
Class A-4 Notes, as the case may be, by other persons, including any of the
Underwriters, but if no such arrangements are made by the Closing Date, the
non-defaulting Class A-2 Underwriters shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the Class
A-2 Notes, the non-defaulting Class A-3 Underwriters shall be obligated
severally, in proportion to their respective commitments hereunder, to
purchase the Class A-3 Notes and the non-defaulting Class A-4 Underwriters
shall be obligated severally, in proportion to their respective commitments
hereunder, to purchase the Class A-4 Notes, in each case that such defaulting
Underwriters agreed but failed to purchase. If any such default or defaults
occur and such default or defaults exceed 10% of the total principal amount
of the Class A-2 Notes, the Class A-3 Notes or the Class A-4 Notes, as the
case may be, and arrangements satisfactory to the Seller and TMCC for the
purchase of such Offered Notes by other persons are not made within 36 hours
after such default, this Agreement will terminate without liability on the
part of any non-defaulting Underwriter, the Seller or TMCC, except as
provided in Section 9 hereof. As used in this Agreement, the term
"Underwriter" includes any person substituted for an Underwriter under this
Section. Nothing herein will relieve a defaulting Underwriter from liability
for its default.
Section 9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The
respective indemnities, agreements, representations, warranties and other
statements of the Seller and TMCC or their respective officers and of the
several Underwriters set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation or statement
as to the results thereof, made by or on behalf of any Underwriter, the
Seller, TMCC or any of their respective representatives, officers or
directors or any controlling person, and will survive delivery of and payment
for the Offered Notes. If this Agreement is terminated pursuant to Section 8
hereof or if for any reason the purchase of the Offered Notes by the
Underwriters is not consummated, the Seller and TMCC shall remain responsible
for the expenses to be paid or reimbursed by the Seller and TMCC pursuant to
Section 5(i) hereof and the respective
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obligations of the Seller, TMCC and the Underwriters pursuant to Section 7
hereof shall remain in effect. If the purchase of the Offered Notes by the
Underwriters is not consummated for any reason other than solely because of
the termination of this Agreement pursuant to Section 8 hereof or the
occurrence of any event specified in clause (iii), (iv) or (v) of Section
6(c) hereof, the Seller and TMCC will reimburse the Underwriters for all
out-of-pocket expenses (including fees and disbursements of counsel)
reasonably incurred by it in connection with the offering of the Offered
Notes.
Section 10. NOTICES. All communications hereunder will be in writing
and, if sent to the Representatives or the Underwriters, will be mailed,
delivered or telegraphed and confirmed to the Representatives c/o Morgan
Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036,
Attention: SPG Capital Markets and to Morgan Stanley & Co. Incorporated, 1221
Avenue of the Americas, New York, New York 10020, Attention: Gregory Walker
and to Salomon Smith Barney Inc., 390 Greenwich Street, 6th Floor, New York,
New York 10013, Attention: John Ebbott; if sent to the Seller, will be
mailed, delivered or telegraphed and confirmed to it at Toyota Auto Finance
Receivables LLC, 19001 South Western Avenue, Torrance, California 90501,
Attention: Lloyd Mistele - President; or if sent to TMCC, will be mailed,
delivered or telegraphed and confirmed to it at Toyota Motor Credit
Corporation, 19001 South Western Avenue, Torrance, California 90501,
Attention: George Borst - President and Chief Executive Officer.
Notwithstanding the foregoing, any notice to an Underwriter pursuant to
Section 7 hereof will be mailed, delivered or telegraphed and confirmed to
such Underwriter.
Section 11. SUCCESSORS. This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 7
hereof, and no other person will have any right or obligation hereunder.
Section 12. REPRESENTATION OF REPRESENTATIVES. The Representatives will
act for the several Underwriters in connection with the transactions
described in this Agreement, and any action taken by the Representatives
under this Agreement will be binding upon all the Underwriters.
Section 13. REPRESENTATIONS AND WARRANTIES OF UNDERWRITERS. With respect
to any offers or sales of the Offered Notes outside of the United States (and
solely with respect to any such offers and sales) each Underwriter severally
and not jointly makes the following representations and warranties:
(a) Each Underwriter represents and agrees that it will comply with all
applicable laws and regulations in each jurisdiction in which it purchases,
offers or sells Offered Notes or possesses or distributes the Prospectus or
any other offering material and will obtain any consent, approval or
permission required by it for the purchase, offer or sale by it of Offered
Notes under the laws and regulations in force in any jurisdiction, to which
it is subject or in which it makes such purchases, offers or sales and
neither the Seller or TMCC shall have any responsibility therefor;
(b) No action has been or will be taken by such Underwriter that would
permit a public offering of the Offered Notes or possession, or distribution
of any offering material in
-26-
relation to the Offered Notes in any jurisdiction where action for that
purpose is required unless the Seller or TMCC has agreed to such actions and
such actions have been taken;
(c) Each Underwriter represents and agrees that it will not offer, sell
or deliver any of the Offered Notes or distribute any such offering material
in or from any jurisdiction except under circumstances, which will result in
compliance with applicable laws and regulations and which will not impose any
obligation on the Seller or TMCC or the Underwriters; and
(d) Such Underwriter acknowledges that it is not authorized to give any
information or make any representations in relation to the Offered Notes
other than those contained or incorporated by reference in the Prospectus for
the Offered Notes and such additional information, if any, as the Seller or
TMCC shall, in writing, provide to and authorize such Underwriter so to use
and distribute to actual and potential purchasers of Offered Notes; and
(e) Each Underwriter represents and agrees that it has not offered or
sold and will not offer or sell, prior to the date six months after their
date of issuance, any Offered Notes to persons in the United Kingdom, except
to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes
of their businesses or otherwise in circumstances which have not resulted in
and will not result in an offer to the public in the United Kingdom within
the meaning of the Public Offers of Securities Regulations 1995; and
(f) Each Underwriter has complied and will comply with all applicable
provisions of the Financial Services Act 1986 ("FSA") with respect to
anything done by such Underwriter in relation to the Offered Notes in, from
or otherwise involving the United Kingdom; and
(g) Each Underwriter will have only issued or passed on and will only
issue or pass on in the United Kingdom any document received by it in
connection with the issue of the Notes, to a person who is of a kind
described in Article 11(3) of the FSA (Investment Advertisements)
(Exemptions) Order 1996 or is a person to whom such document may otherwise
lawfully be issued or passed on.
Section 14. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
Section 15. APPLICABLE LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
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If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us one of the counterparts hereof, whereupon it
will become a binding agreement between the Seller and TMCC and the
Underwriters in accordance with its terms.
Very truly yours,
TOYOTA AUTO FINANCE RECEIVABLES LLC
By: /s/ LLOYD MISTELE
-----------------------------------
Name: Lloyd Mistele
Title: President
TOYOTA MOTOR CREDIT CORPORATION
By: /s/ GEORGE E. BORST
-----------------------------------
Name: George E. Borst
Title: President and Chief Executive Officer
The foregoing Underwriting Agreement
is hereby confirmed and accepted, as
of the date first above written:
MORGAN STANLEY & CO. INCORPORATED
By: /s/ GAIL MCDONNELL
-----------------------------------
Name: Gail McDonnell
Title: Managing Director
SALOMON SMITH BARNEY INC.
By: /s/ JOHN EBBOTT
-----------------------------------
Name: John Ebbott
Title: Managing Director
Acting on behalf of themselves and as
the Representatives of the several
Underwriters
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Schedule I-A-2
Principal Amount of
Class A-2 Underwriter Class A-2 Notes
--------------------- -------------------
Morgan Stanley & Co. Incorporated...................................... $ 175,000,000
Salomon Smith Barney Inc............................................... $ 175,000,000
Banc of America Securities Inc......................................... $ 37,500,000
J.P. Morgan Securities Inc............................................. $ 37,500,000
Deutsche Bank Securities Inc........................................... $ 37,500,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated..................... $ 37,500,000
Total................................................ $ 500,000,000
=============
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Schedule I-A-3
Principal Amount of
Class A-3 Underwriter Class A-3 Notes
--------------------- -------------------
Morgan Stanley & Co. Incorporated...................................... $ 126,000,000
Salomon Smith Barney Inc............................................... $ 126,000,000
Banc of America Securities Inc......................................... $ 27,000,000
J.P. Morgan Securities Inc............................................. $ 27,000,000
Deutsche Bank Securities Inc........................................... $ 27,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated..................... $ 27,000,000
Total................................................ $ 360,000,000
=============
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Schedule I-A-4
Principal Amount of
Class A-4 Underwriter Class A-4 Notes
--------------------- -------------------
Morgan Stanley & Co. Incorporated...................................... $ 61,250,000
Salomon Smith Barney Inc............................................... $ 61,250,000
Banc of America Securities Inc......................................... $ 13,125,000
J.P. Morgan Securities Inc............................................. $ 13,125,000
Deutsche Bank Securities Inc........................................... $ 13,125,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated..................... $ 13,125,000
Total................................................ $ 175,000,000
=============
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