EXHIBIT 4.5
ADMINISTRATION AGREEMENT
among
TOYOTA AUTO RECEIVABLES 2001-B OWNER TRUST,
as Issuer
TOYOTA MOTOR CREDIT CORPORATION,
as Administrator
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
as Indenture Trustee
and
FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,
as Owner Trustee
Dated as of April 1, 2001
TABLE OF CONTENTS
PAGE
1. Duties of the Administrator.............................................................................2
2. Records.................................................................................................8
3. Compensation............................................................................................8
4. Additional Information to be Furnished to the Issuer....................................................8
5. Independence of the Administrator.......................................................................9
6. No Joint Venture........................................................................................9
7. Other Activities of Administrator.......................................................................9
8. Term of Agreement; Resignation and Removal of Administrator.............................................9
9. Action upon Termination, Resignation or Removal........................................................10
10. Notices................................................................................................11
11. Amendments.............................................................................................11
12. Successor and Assigns..................................................................................11
13. Governing Law..........................................................................................12
14. Headings...............................................................................................12
15. Counterparts...........................................................................................12
16. Severability of Provisions.............................................................................12
17. Not Applicable to TMCC in Other Capacities.............................................................12
18. Limitation of Liability of Owner Trustee and Indenture Trustee.........................................12
19. Limitation on Liability of Administrator...............................................................12
-i-
ADMINISTRATION AGREEMENT dated as of April 1, 2001, among TOYOTA AUTO
RECEIVABLES 2001-B OWNER TRUST, a Delaware business trust (the "Issuer"), TOYOTA
MOTOR CREDIT CORPORATION, a California corporation, as administrator (the
"Administrator"), WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national
baking association, not in its individual capacity but solely as Indenture
Trustee (the "Indenture Trustee") and FIRST UNION TRUST COMPANY, NATIONAL
ASSOCIATION, a national banking association, not in its individual capacity but
solely as Owner Trustee (the "Owner Trustee").
W I T N E S S E T H:
WHEREAS a beneficial ownership interest in the Issuer represented by
the Toyota Auto Receivables 2001-B Owner Trust Asset Backed Certificate (the
"Certificate") has been issued in connection with the formation of the Issuer
pursuant to the Amended and Restated Trust Agreement dated as of April 1, 2001
(the "Trust Agreement"), between Toyota Auto Finance Receivables LLC ("TAFR
LLC"), a Delaware limited liability company, as depositor, and First Union Trust
Company, National Association, as owner trustee (the "Owner Trustee"), to the
owners thereof (the "Owners");
WHEREAS the Issuer is issuing the Toyota Auto Receivables 2001-B Owner
Trust $417,840,000 [__%] Asset Backed Notes, Class A-1, the Toyota Auto
Receivables 2001-B Owner Trust $500,000,000 Floating Rate Asset Backed Notes
Class A-2, the Toyota Auto Receivables 2001-B Owner Trust $360,000,000 Floating
Rate Asset Backed Notes, Class A-3 and the Toyota Auto Receivables 2001-B Owner
Trust $175,000,000 Asset Backed Notes Class A-4 (collectively, the "Notes")
pursuant to the Indenture dated as of April 1, 2001 (as amended and supplemented
from time to time, the "Indenture"), between the Issuer and the Indenture
Trustee (capitalized terms used herein and not defined herein shall have the
meanings ascribed thereto in the Indenture, the Trust Agreement or the Sale and
Servicing Agreement dated as of April 1, 2001, among the Issuer, Toyota Motor
Credit Corporation ("TMCC"), as servicer, and TAFR LLC, as seller (the "Sale and
Servicing Agreement"), as the case may be);
WHEREAS, TMCC and TAFR LLC have entered into the Receivables Purchase
Agreement, dated as of April 1, 2001 (the Receivables Purchase Agreement"), by
and among TMCC, as seller, and TAFR LLC, as purchaser,
WHEREAS the Issuer has entered into certain agreements in connection
with the issuance of the Certificate and the Notes, including the Trust
Agreement, the Indenture, the Administration Agreement and the Sale and
Servicing Agreement (collectively, the "Basic Documents");
WHEREAS, pursuant to the Basic Documents, the Issuer, the Owner Trustee
and the Indenture Trustee are required to perform certain duties in connection
with the Certificate, the Notes and the Collateral;
WHEREAS the Issuer, the Owner Trustee and the Indenture Trustee desire
to appoint TMCC as administrator to perform certain of the duties of the Issuer,
the Owner Trustee and the
Indenture Trustee under the Basic Documents and to provide such additional
services consistent with the terms of this Agreement and the Basic Documents
as the Issuer and the Owner Trustee may from time to time request; and
WHEREAS the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
1. DUTIES OF THE ADMINISTRATOR.
(a) Duties with respect to the Note Depository Agreement
and the Indenture.
(i) The Administrator agrees to perform all
its duties as Administrator and the duties of the Issuer under the
Note Depository Agreement. In addition, the Administrator shall
consult with the Owner Trustee regarding the duties of the Issuer
under the Indenture and the Note Depository Agreement. The
Administrator shall monitor the performance of the Issuer and shall
advise the Owner Trustee when action by the Issuer or the Owner
Trustee is necessary to comply with the Issuer's duties under the
Indenture and the Note Depository Agreement. The Administrator shall
prepare for execution by the Issuer or shall cause the preparation
by other appropriate persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be the
duty of the Issuer to prepare, file or deliver pursuant to the
Indenture and the Depository Agreement. In furtherance of the
foregoing, the Administrator shall take all appropriate action that
is the duty of the Issuer to take pursuant to the Indenture
including, without limitation, such of the foregoing as are required
with respect to the following matters under the Indenture
(references are to sections of the Indenture):
(A) causing the Note Register to be kept and giving
the Indenture Trustee notice of any appointment of a new Note
Registrar and the location, or change in location, of the Note
Register (Section 2.04);
(B) preparing the notification to Noteholders of the
final principal payment on their Notes (Section 2.07(b));
(C) fixing or causing to be fixed any specified record
date and the notification of the Indenture Trustee and
Noteholders with respect to special payment dates, if any
(Section 5.04(d));
(D) preparing or obtaining the documents and
instruments required for the proper authentication of Notes
and delivering the same to the Indenture Trustee (Section
2.02);
2
(E) approving the form and substance of an Opinion of
Counsel or a representation letter of the transferee in
connection with the transfer of the Class A-1 Notes (Section
2.04(b));
(F) directing the Indenture Trustee to retain from
amounts otherwise distributable to the Noteholders sufficient
funds for the payment of any tax that is legally owed by the
Trust (Section 2.07(c));
(G) preparing, obtaining and/or filing of all
instruments, opinions and certificates and other documents
required for the release of collateral (Section 2.09) ;
(H) causing newly appointed Paying Agents, if any, to
deliver to the Indenture Trustee the instrument specified in
the Indenture regarding funds held in trust (Section 3.03);
(I) directing the Indenture Trustee to deposit moneys
with Paying Agents, if any, other than the Indenture Trustee
(Section 3.03);
(J) obtaining and preserving the Issuer's
qualification to do business in each jurisdiction in which
such qualification is or shall be necessary to protect the
validity and enforceability of the Indenture, the Notes, the
Collateral and each other instrument and agreement included in
the Trust Estate (Section 3.04);
(K) preparing all supplements, amendments, financing
statements, continuation statements, instruments of further
assurance and other instruments, in accordance with Section
3.05 of the Indenture, necessary to protect the Trust Estate
(Section 3.05);
(L) delivering the required Opinions of Counsel on the
Closing Date and annually, in accordance with Section 3.06 of
the Indenture, and delivering the annual Officers'
Certificates and certain other statements as to compliance
with the Indenture, in accordance with Section 3.09 of the
Indenture (Sections 3.06 and 3.09);
(M) identifying to the Indenture Trustee in an
Officers' Certificate any Person with whom the Issuer has
contracted to perform its duties under the Indenture (Section
3.07(b));
(N) notifying the Indenture Trustee and the Rating
Agencies of any Servicer Default pursuant to the Sale and
Servicing Agreement and, if such Servicer Default arises from
the failure of the Servicer to perform any of its duties under
the Sale and Servicing Agreement, taking all reasonable steps
available to remedy such failure (Section 3.07(d));
3
(O) preparing and obtaining documents and instruments
required for the release of the Issuer from its obligations
under the Indenture (Section 3.10(b));
(P) delivering notice to the Indenture Trustee of each
Event of Default and each other default by the Servicer or the
Seller under the Sale and Servicing Agreement (Section 3.19);
(Q) monitoring the Issuer's obligations as to the
satisfaction and discharge of the Indenture and the
preparation of an Officer's Certificate and obtaining the
Opinion of Counsel and the Independent Certificate (as defined
in the Indenture) related thereto (Section 4.01);
(R) complying with any written directive of the
Indenture Trustee with respect to the provision of relevant
information and reasonable assistance with respect to the
execution, delivery, filing and recordation of relevant
transfer documentation and the delivery of related records and
files, in connection with any sale by the Indenture Trustee of
any portion of the Trust Estate in connection with any Event
of Default (Section 5.04);
(S) preparing notice to Noteholders of any removal of
the Indenture Trustee and the appointment of a successor
Indenture Trustee for delivery to Noteholders by the successor
Indenture Trustee (Section 6.08);
(T) preparing all written instruments required to
confirm the authority of any co-trustee or separate trustee
and any written instruments necessary in connection with the
resignation or removal of any co-trustee or separate trustee
(Sections 6.08 and 6.10);
(U) providing to the Rating Agencies copies of any
amendment or supplement to the Interest Rate Swap Agreement
(Section 6.14(c));
(V) notifying the Swap Counterparty of any proposed
amendment or supplement to any of the Basic Documents (Section
6.14(d));
(W) causing the Note Registrar to furnish to the
Indenture Trustee the names and addresses of Noteholders
during any period when the Indenture Trustee is not the Note
Registrar (Section 7.01);
(X) preparing and, after execution by the Issuer and
the Indenture Trustee, filing with the Commission and any
applicable state agencies of documents required to be filed on
a periodic basis with the Commission and any applicable state
agencies (including any summaries thereof required by rules
and regulations prescribed thereby), and providing such
documents to the Indenture Trustee for delivery to the
Noteholders (Section 7.03);
4
(Y) preparing and, after execution by the Indenture
Trustee, providing to the Indenture Trustee for delivery to
Noteholders and filing with the Commission, any reports
required by TIA Sections 313(a), (b) and (c); provided, that
the Administrator will not be required to prepare reports
required by TIA Sections 313(a)(1) and (a)(2) unless
specifically directed in writing to do so by the Indenture
Trustee and the Indenture Trustee provides the Administrator
with all information necessary to prepare such reports
(Section 7.04);
(Z) preparing the related Issuer Orders and all other
actions necessary with respect to investment and reinvestment
of funds in the Trust Accounts (Section 8.04);
(AA) preparing any Issuer Request and Officers'
Certificates and obtaining any Opinions of Counsel and
Independent Certificates necessary for the release of the
Trust Estate (Sections 8.05 and 8.06);
(BB) preparing Issuer Orders and obtaining Opinions of
Counsel with respect to the execution of any supplemental
indentures, preparing notices to the Noteholders with respect
thereto and furnishing such notices to the Indenture Trustee
for delivery to Noteholders (Sections 9.01, 9.02 and 9.03);
(CC) preparing new Notes conforming to the provisions
of any supplemental indenture, as appropriate and delivering
such Notes to the Indenture Trustee for execution and
authentication (Section 9.07);
(DD) preparing forms of notices to Noteholders of any
redemption of the Notes and furnishing such notices to the
Indenture Trustee for delivery to Noteholders (Section 10.02);
(EE) preparing or obtaining all Officers' Certificates,
Opinions of Counsel and Independent Certificates with respect
to any requests by the Issuer or the Indenture Trustee to take
any action under the Indenture (Section 11.01(a));
(FF) preparing and delivering Officers' Certificates
and obtaining Independent Certificates, if necessary, for the
release of property from the lien of the Indenture (Section
11.01(b));
(GG) notifying the Rating Agencies, upon any failure of
the Indenture Trustee to give such notification, of the
information required pursuant to Section 11.04 of the
Indenture (Section 11.04);
(HH) preparing and delivering to the Indenture Trustee
for delivery to Noteholders any agreements with respect to
alternate payment and notice provisions (Section 11.06);
5
(II) causing the recording of the Indenture, if applicable
(Section 11.14); and
(ii) The Administrator also will:
(A) pay the Indenture Trustee from time to time the
reasonable compensation provided for in the Indenture with
respect to services rendered by the Indenture Trustee under
the Indenture (which compensation shall not be limited by any
provision of law in regard to the compensation of a Trustee of
an express trust);
(B) reimburse the Indenture Trustee upon its request
for all reasonable expenses, disbursements and advances
incurred or made by the Indenture Trustee in accordance with
any provision of the Indenture (including the reasonable
compensation, expenses and disbursements of its agents and
counsel) to the extent the Indenture Trustee is entitled to
such reimbursement by the Issuer under the Indenture;
(C) indemnify the Indenture Trustee for, and hold it
harmless against, any losses, liability or expense incurred
without negligence or bad faith on the part of the Indenture
Trustee, arising out of or in connection with the acceptance
or administration of the trusts and duties contemplated by the
Indenture, including the reasonable costs and expenses of
defending itself against any claim or liability in connection
therewith, to the extent the Indenture Trustee is entitled to
such indemnification from the Issuer under the Indenture; and
(D) indemnify the Owner Trustee for, and hold it
harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Owner
Trustee, arising out of or in connection with the acceptance
or administration of the transactions contemplated by the
Trust Agreement, the Indenture, the Note Depository Agreement
or this Administration Agreement, including the reasonable
costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of
any of their powers or duties under the Trust Agreement to the
extent the Owner Trustee is entitled to such indemnification
under Section 8.02 of the Trust Agreement.
(b) Additional Duties.
(i) In addition to the duties of the
Administrator set forth above, the Administrator shall perform such
calculations, and shall prepare for execution by the Issuer or the
Owner Trustee or shall cause the preparation by other appropriate
persons of all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Issuer or
the Owner Trustee to prepare, file or deliver pursuant to the Basic
Documents, and at the request of the Owner Trustee shall take all
appropriate action with respect thereto, other than delivery
thereof to Noteholders or the Certificateholder, that is the duty
of the Issuer or the Owner Trustee to take pursuant to
6
the Basic Documents. Subject to Section 5 of this Agreement, and in
accordance with the reasonable written directions of the Owner
Trustee, the Administrator shall administer, perform or supervise
the performance of such other activities in connection with the
Collateral (including the Basic Documents) as are not covered by
any of the foregoing provisions and as are expressly requested by
the Owner Trustee and are reasonably within the capability of the
Administrator. Such responsibilities shall include, and the Owner
Trustee hereby requests the Administrator, obtain and maintain any
licenses required to be obtained or maintained by the Trust under
the Pennsylvania Motor Vehicle Sales Finance Act or the Maryland
Sales Finance Company licensing regulations. In addition, the
Administrator shall promptly notify the Indenture Trustee and the
Owner Trustee in writing of any amendment to the Pennsylvania Motor
Vehicle Sales Finance Act or Maryland Sales Finance Company
licensing regulations that would affect the duties or obligations
of the Indenture Trustee, or the Owner Trustee under any Basic
Document and shall assist the Indenture Trustee or the Owner
Trustee in obtaining and maintaining any licenses required to be
obtained or maintained by the Indenture Trustee or the Owner
Trustee thereunder. In connection therewith, the Administrator
shall pay all fees and expenses of obtaining and maintaining any
such licenses under such Act and Code.
(ii) Notwithstanding anything in this
Agreement or the Basic Documents to the contrary, the Administrator
shall be responsible for promptly notifying the Owner Trustee in
the event that any withholding tax is imposed on the Issuer's
payments (or allocations of income) to the Certificateholder as
contemplated in Section 5.02(c) of the Trust Agreement. Any such
notice shall specify the amount of any withholding tax required to
be withheld by the Owner Trustee pursuant to such provision.
(iii) Notwithstanding anything in this
Agreement or the Basic Documents to the contrary, the Administrator
shall be responsible for performance of the duties of the Owner
Trustee set forth in Sections 5.04(a), (b), (c) and (d) of the
Trust Agreement with respect to, among other things, accounting and
reports to the Certificateholder.
(iv) The Administrator shall perform the
duties of the Administrator specified in Section 10.02 of the Trust
Agreement required to be performed in connection with the
resignation or removal of the Owner Trustee, and any other duties
expressly required to be performed by the Administrator under the
Trust Agreement.
(v) In carrying out the foregoing duties or
any of its other obligations under this Agreement, the
Administrator may enter into transactions with or otherwise deal
with any of its Affiliates; provided, however, that the terms of
any such transactions or dealings shall be in accordance with any
directions received from the Issuer and shall be, in the
Administrator's opinion, no less favorable to the Issuer than would
be available from unaffiliated parties.
7
(c) Non-Ministerial Matters.
(i) With respect to matters that in the
reasonable judgment of the Administrator are non-ministerial, the
Administrator shall not take any action unless within a reasonable
time before the taking of such action the Administrator shall have
notified the Indenture Trustee or the Owner Trustee, as applicable,
of the proposed action and the Indenture Trustee or the Owner
Trustee, as applicable, shall not have withheld consent or provided
an alternative direction. For the purpose of the preceding
sentence, "non-ministerial matters" shall include, without
limitation:
(A) the amendment of the Indenture or execution of any
supplement to the Indenture;
(B) the initiation of any claim or lawsuit by the
Issuer and the compromise of any action, claim or lawsuit
brought by or against the Issuer (other than in connection
with the collection of the Receivables);
(C) the amendment, change or modification of any of
the asic Documents;
(D) the appointment of successor Note Registrars,
successor Paying Agents or successor Indenture Trustees
pursuant to the Indenture or the appointment of successor
Administrators or Successor Servicers, or the consent to the
assignment by the Note Registrar, Paying Agent or Indenture
Trustee of its obligations, under the Indenture; and
(E) the removal of the Indenture Trustee (as to which
the Owner Trustee, but not the Indenture Trustee, will receive
notice and opportunity to object).
(ii) Notwithstanding anything to the contrary
in this Agreement, the Administrator shall not be obligated to, and
shall not, (x) make any payments to the Noteholders under the Basic
Documents, (y) sell the Trust Estate pursuant to Section 5.04 of
the Indenture or (z) take any other action that the Issuer directs
the Administrator not to take on its behalf.
2. RECORDS. The Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books of
account and records shall be accessible for inspection by the Issuer, the Owner
Trustee and the Indenture Trustee at any time during normal business hours upon
reasonable advance written notice.
3. COMPENSATION. As compensation for the performance of the
Administrator's obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to a fee of
$200.00 per month which shall be solely an obligation of the Servicer.
8
4. ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.
5. INDEPENDENCE OF THE ADMINISTRATOR. For all purposes of this Agreement,
the Administrator shall be an independent contractor and shall not be subject
to the supervision of the Issuer, the Owner Trustee or the Indenture Trustee
with respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer hereunder or
otherwise, the Administrator shall have no authority to act for or represent
the Issuer, the Owner Trustee or the Indenture Trustee, and shall not
otherwise be or be deemed an agent of the Issuer, the Owner Trustee or the
Indenture Trustee.
6. NO JOINT VENTURE. Nothing contained in this Agreement shall (i)
constitute the Administrator and any of the Issuer, the Owner Trustee or the
Indenture Trustee as members of any partnership, joint venture, association,
syndicate, unincorporated business or other separate entity, (ii) be
construed to impose any liability as such on any of them or (iii) be deemed
to confer on any of them any express, implied or apparent authority to incur
any obligation or liability on behalf of the others.
7. OTHER ACTIVITIES OF ADMINISTRATOR. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its
or their sole discretion, from acting as an administrator for any other
person or entity, or in a similar capacity therefor, even though such person
or entity may engage in business activities similar to those of the Issuer,
the Owner Trustee or the Indenture Trustee.
8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.
(a) This Agreement shall continue in force until the dissolution of
the Issuer, upon which event this Agreement shall automatically terminate.
(b) Subject to Sections 8(e) and 8(f), the Administrator may resign
its duties hereunder by providing the Issuer with at least 30 days, prior
written notice.
(c) Subject to Sections 8(e) and 8(f), the Issuer may remove the
Administrator without cause by providing the Administrator with at least 30
days prior written notice.
(d) Subject to Sections 8(e) and 8(f), at the sole option of the
Issuer, the Administrator may be removed immediately upon written notice of
termination from the Issuer to the Administrator if any of the following
events shall occur:
(i) the Administrator shall fail to perform in any material respect
any of its duties under this Agreement and, after notice of such
default, shall not cure such default within 10 days (or, if such
default cannot be cured in such time, shall not give within such
10 days such assurance of timely and complete cure as shall be
reasonably satisfactory to the Issuer);
9
(ii) the entry of a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for
the appointment of a trustee in bankruptcy, conservator, receiver or
liquidator for the Administrator (or, so long as the Administrator
is TMCC, the Seller) in any bankruptcy, insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings,
or for the winding up or liquidation of their respective affairs,
and the continuance of any such decree or order unstayed and in
effect for a period of 90 consecutive days; or
(iii) the consent by the Administrator (or, so long as the
Administrator is TMCC, the Seller) to the appointment of a trustee
in bankruptcy, conservator or receiver or liquidator in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceedings of or relating to the
Administrator (or, so long as the Administrator is TMCC, the Seller)
of or relating to substantially all of their property, or the
Administrator (or, so long as the Administrator is TMCC, the Seller)
shall admit in writing its inability to pay its debts generally as
they become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its
obligations.
The Administrator agrees that if any of the events
specified in clauses (ii) or (iii) of this Section shall occur, it
shall give written notice thereof to the Issuer, the Owner Trustee and
the Indenture Trustee within seven days after the happening of such
event.
(e) No resignation or removal of the Administrator pursuant to this
Section shall be effective until (i) a successor Administrator shall have
been appointed by the Issuer and (ii) such successor Administrator shall have
agreed in writing to be bound by the terms of this Agreement in the same
manner as the Administrator is bound hereunder.
(f) The appointment of any successor Administrator shall be
effective only after each Rating Agency has provided to the Owner Trustee and
the Indenture Trustee written notice that the proposed appointment will not
result in the reduction or withdrawal of any rating then assigned by such
Rating Agency to any Class of Notes.
(g) Subject to Section 8(e) and 8(f), the Administrator acknowledges
that upon the appointment of a Successor Servicer pursuant to the Sale and
Servicing Agreement, the Administrator shall immediately resign and such
Successor Servicer shall automatically succeed to the rights, duties and
obligations of the Administrator under this Agreement.
9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly upon the
effective date of termination of this Agreement pursuant to Section 8(a) or
the resignation or removal of the Administrator pursuant to Section 8(b),
(c), (d) or (g), respectively, the Administrator shall be entitled to be paid
all fees and reimbursable expenses accruing to it to the date of such
termination, resignation or removal. The Administrator shall forthwith upon
such termination pursuant to Section 8(a) deliver to or to the order of the
Issuer all property and documents of or relating to the Collateral then in
the custody of the Administrator. In the event of the resignation
10
or removal of the Administrator pursuant to Section 8(b), (c), (d) or (g),
respectively, the Administrator shall cooperate with the Issuer and take all
reasonable steps requested to assist the Issuer in making an orderly transfer
of the duties of the Administrator.
10. NOTICES. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:
(a) if to the Issuer or the Owner Trustee, to:
Toyota Auto Receivables 2001-B Owner Trust
In care of: First Union Trust Company, National Association
One Rodney Square
920 King Street, Suite 102
Wilmington, Delaware 19801
Attention: Toyota Auto Receivables 2001-B Owner Trust
(b) if to the Administrator, to:
Toyota Motor Credit Corporation
19001 South Western Avenue
Torrance, California 90509
Attention: Treasury Department, Vice President, Treasury
(c) if to the Indenture Trustee, to:
Wells Fargo Bank Minnesota, National Association
Sixth and Marquette
MAC: N9311-161
Minneapolis, Minnesota 55479
Attention: Toyota Auto Receivables 2001-B Owner Trust
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand delivered
to the address of such party as provided above.
11. AMENDMENTS. This Agreement may be amended from time to time by a
written amendment duly executed and delivered by the Issuer, the
Administrator, the Owner Trustee and the Indenture Trustee, without the
consent of any Noteholders or the Certificateholders, for the purpose of
adding any provisions to or modifying or changing in any manner or
eliminating any of the provisions of this Agreement; provided that such
amendment does not and will not, in the Opinion of Counsel satisfactory to
the Indenture Trustee, materially and adversely affect the interest of any
Noteholder or Certificateholder.
12. SUCCESSOR AND ASSIGNS. This Agreement may not be assigned by the
Administrator unless such assignment is consented to in writing by the
Issuer, the Owner Trustee and the Indenture Trustee, and the conditions
precedent to appointment of a successor
11
Administrator set forth in Section 8 are satisfied. An assignment with such
consent and satisfaction, if accepted by the assignee, shall bind the
assignee hereunder in the same manner as the Administrator is bound
hereunder. Notwithstanding the foregoing, this Agreement may be assigned by
the Administrator without the consent of the Issuer, the Owner Trustee and
the Indenture Trustee to a corporation or other organization that is a
successor (by merger, consolidation or purchase of assets) to the
Administrator, provided that such successor organization executes and
delivers to the Issuer, the Owner Trustee and the Indenture Trustee an
agreement in which such corporation or other organization agrees to be bound
hereunder by the terms of said assignment in the same manner as the
Administrator is bound hereunder. Subject to the foregoing, this Agreement
shall bind any successors or assigns of the parties hereto.
13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
14. HEADINGS. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.
15. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which when so executed shall together constitute but one and the same
agreement.
16. SEVERABILITY OF PROVISIONS. If any one or more of the agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held
invalid or unenforceable in any jurisdiction, then such agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement or
the other rights of the parties hereto.
17. NOT APPLICABLE TO TMCC IN OTHER CAPACITIES. Nothing in this Agreement
shall affect any obligation, right or benefit TMCC may have in any other
capacity or under any Basic Document.
18. LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE.
Notwithstanding anything contained herein to the contrary, this instrument
has been countersigned by First Union Trust Company, National Association,
not in its individual capacity but solely in its capacity as Owner Trustee of
the Issuer, and by Wells Fargo Bank Minnesota, National Association, not in
its individual capacity but solely in its capacity as Indenture Trustee under
the Indenture. In no event shall First Union Trust Company, National
Association, in its individual capacity, Wells Fargo Bank Minnesota, National
Association, in its individual capacity, or the Certificateholder have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be
had solely to the assets of the Issuer.
12
19. LIMITATION ON LIABILITY OF ADMINISTRATOR. Neither the Administrator
nor any of the directors, officers, employees or agents of the Administrator
shall be under any liability to the Seller, the Issuer, the Owner Trustee,
the Indenture Trustee, the Noteholders or the Certificateholder, except as
provided under this Administration Agreement, for any action taken or for
refraining from the taking of any action pursuant to this Administration
Agreement or for errors in judgment; provided, however, that this provision
shall not protect the Administrator or any such person against any liability
that would otherwise be imposed by reason of willful misfeasance, bad faith
or negligence in the performance of duties or by reason of reckless disregard
of obligations and duties under this Administration Agreement. The
Administrator and any director, officer, employee or agent of the
Administrator may rely in good faith on any document of any kind prima facie
properly executed and submitted by any person respecting any matters arising
under this Administration Agreement.
13
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
TOYOTA AUTO RECEIVABLES 2001-B OWNER TRUST
By: FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION
not in its individual capacity but solely as Owner Trustee
By: /s/ Sterling C. Correia
--------------------------------------
Name: Sterling C. Correia
Title: Vice President
TOYOTA MOTOR CREDIT CORPORATION,
as Administrator
By: /s/ George E. Borst
--------------------------------------
Name: George E. Borst
Title: President and Chief Executive Officer
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
not in its individual capacity but solely as Indenture Trustee
By: /s/ Marianna Stershic
--------------------------------------
Name: Marianna C. Stershic
Title: Vice President
FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION
not in its individual capacity but solely as Owner Trustee
By: /s/ Sterling C. Correia
--------------------------------------
Name: Sterling C. Correia
Title: Vice President
S-1