EXHIBIT 4.5
ADMINISTRATION AGREEMENT
among
TOYOTA AUTO RECEIVABLES 2002-B OWNER TRUST,
as Issuer
TOYOTA MOTOR CREDIT CORPORATION,
as Administrator
THE BANK OF NEW YORK,
as Indenture Trustee
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Owner Trustee
Dated as of May 1, 2002
TABLE OF CONTENTS
PAGE
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1. Duties of the Administrator...........................................2
2. Records...............................................................8
3. Compensation..........................................................8
4. Additional Information to be Furnished to the Issuer..................9
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................................................12
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.............................13
-i-
ADMINISTRATION AGREEMENT dated as of May 1, 2002, among TOYOTA AUTO
RECEIVABLES 2002-B OWNER TRUST, a Delaware business trust (the "Issuer"), TOYOTA
MOTOR CREDIT CORPORATION, a California corporation, as administrator (the
"Administrator"), THE BANK OF NEW YORK, a national banking association, not in
its individual capacity but solely as Indenture Trustee (the "Indenture
Trustee") and U.S. BANK TRUST 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 2002-B Owner Trust Asset Backed Certificate (the
"Certificate") has been issued in connection with the formation of the Issuer
pursuant to the Trust Agreement dated as of April 19, 2002 as amended and
restated by the Amended and Restated Trust Agreement dated as of May 1, 2002
(the "Trust Agreement"), between Toyota Auto Finance Receivables LLC ("TAFR
LLC"), a Delaware limited liability company, as depositor, and the Owner
Trustee, to the owners thereof (the "Owners");
WHEREAS the Issuer is issuing the Toyota Auto Receivables 2002-B Owner
Trust $444,000,000 1.91375% Asset Backed Notes, Class A-1, the Toyota Auto
Receivables 2002-B Owner Trust $387,000,000 2.79% Asset Backed Notes Class A-2,
the Toyota Auto Receivables 2002-B Owner Trust $457,000,000 3.76% Asset Backed
Notes, Class A-3 and the Toyota Auto Receivables 2002-B Owner Trust $264,000,000
4.39% Asset Backed Notes Class A-4 (collectively, the "Notes") pursuant to the
Indenture dated as of May 1, 2002 (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 May 1, 2002, 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 May 1, 2002 (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, this Administration Agreement, the Sale and Servicing
Agreement, and the Revolving Liquidity Note 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, the Revolving Liquidity Note and the assets
pledged pursuant to the granting clause of the Indenture (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);
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(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 and filing 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));
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(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) 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);
(V) 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);
(W) 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
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the Indenture Trustee and the Indenture Trustee provides the
Administrator with all information necessary to prepare such
reports (Section 7.04);
(X) 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);
(Y) 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);
(Z) 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);
(AA) 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);
(BB) 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);
(CC) 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));
(DD) 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));
(EE) 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);
(FF) preparing and delivering to the Indenture
Trustee for delivery to Noteholders any agreements with respect
to alternate payment and notice provisions (Section 11.06);
(GG) 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
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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) Duties under Revolving Liquidity Note Agreement. The
Administrator shall deliver appropriate draw requests pursuant to Sections 2.1
or 2.2 of the Revolving Liquidity Note Agreement for execution and delivery by
the Indenture Trustee 24 or more hours before the Servicer is required to put
cash in the Collection Account.
(c) 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
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,
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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 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.
(d) 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
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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 Basic 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.
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.
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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);
(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,
9
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 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.
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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 2002-B Owner Trust
In care of: U.S. Bank Trust National Association
300 East Delaware Avenue, Suite 813
Wilmington, Delaware 19801-1515
Attention: Toyota Auto Receivables 2002-B Owner Trust
with a copy to:
400 N. Michigan Avenue, 2nd Floor
Chicago, Illinois 60611
Attention: Toyota Auto Receivables 2002-B Owner Trust
(b) if to the Administrator, to:
Toyota Motor Credit Corporation
19001 South Western Avenue
Torrance, California 90509
Attention: Vice President, Treasury Department
(c) if to the Indenture Trustee, to:
Toyota Auto Receivables 2002-B Owner Trust
In care of: The Bank of New York
5 Penn Plaza, 16th Floor
New York, New York 10001
Attention: Asset Backed Securities -- Toyota Auto
Receivables 2002-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.
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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 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 U.S. Bank Trust National Association, not in its
individual capacity but solely in its capacity as Owner Trustee of the Issuer,
and by The Bank of New York, not in its individual capacity but solely in its
capacity as Indenture Trustee under the Indenture. In no event shall U.S. Bank
Trust National Association, in its individual capacity, The Bank of New York, 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
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delivered pursuant hereto, as to all of which recourse shall be had solely to
the assets of the Issuer.
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.
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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 2002-B OWNER TRUST
By: U.S. BANK TRUST NATIONAL ASSOCIATION
not in its individual capacity but solely as
Owner Trustee
By: /s/ MELISSA A. ROSAL
-----------------------------------------------
Name: Melissa A. Rosal
Title: Vice President
TOYOTA MOTOR CREDIT CORPORATION,
as Administrator
By: /s/ GEORGE E. BORST
-----------------------------------------------
Name: George E. Borst
Title: President and Chief Executive Officer
THE BANK OF NEW YORK
not in its individual capacity but solely as
Indenture Trustee
By: /s/ JOHN BOBKO
-----------------------------------------------
Name: John Bobko
Title: Assistant Treasurer
U.S. BANK TRUST NATIONAL ASSOCIATION
not in its individual capacity but solely as Owner
Trustee
By: /s/ MELISSA A. ROSAL
-----------------------------------------------
Name: Melissa A. Rosal
Title: Vice President
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