EXHIBIT 4.5
ADMINISTRATION AGREEMENT
among
TOYOTA AUTO RECEIVABLES 2001-A OWNER TRUST,
as Issuer
TOYOTA MOTOR CREDIT CORPORATION,
as Administrator
U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Owner Trustee
Dated as of January 1, 2001
TABLE OF CONTENTS
PAGE
1. Duties of the Administrator.............................................................................2
2. Records.................................................................................................8
3. Compensation............................................................................................9
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........................................................11
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 January 1, 2001, among TOYOTA AUTO
RECEIVABLES 2001-A OWNER TRUST, a Delaware business trust (the "Issuer"), TOYOTA
MOTOR CREDIT CORPORATION, a California corporation, as administrator (the
"Administrator"), U.S. BANK NATIONAL ASSOCIATION, a national baking 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 2001-A 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 January 1, 2001
(the "Trust Agreement"), between Toyota Motor Credit Receivables Corporation
("TMCRC"), a California corporation, as depositor, U.S. Bank Trust National
Association, as owner trustee (the "Owner Trustee") and U.S. Bank Trust National
Association, as Delaware co-trustee (the "Delaware Co-trustee"), to the owners
thereof (the "Owners");
WHEREAS the Issuer is issuing the Toyota Auto Receivables 2001-A Owner
Trust $317,048,000 5.613% Asset Backed Notes, Class A-1, the Toyota Auto
Receivables 2001-A Owner Trust $440,000,000 5.380% Asset Backed Notes Class A-2,
the Toyota Auto Receivables 2001-A Owner Trust $440,000,000 Floating Rate Asset
Backed Notes, Class A-3 and the Toyota Auto Receivables 2001-A Owner Trust
$306,452,000 Floating Rate Asset Backed Notes Class A-4 (collectively, the
"Notes") pursuant to the Indenture dated as of January 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 January 1, 2001, among the Issuer,
Toyota Motor Credit Corporation ("TMCC"), as servicer, and TMCRC, as seller (the
"Sale and Servicing Agreement"), as the case may be);
WHEREAS, TMCC and TMCRC have entered into the Receivables Purchase
Agreement, dated as of January 1, 2001 (the Receivables Purchase Agreement"), by
and among TMCC, as seller, and TMCRC, 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);
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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 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) 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);
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(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);
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(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;
(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; and
(E) indemnify the Delaware Co-trustee for, and hold
it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Delaware
Co-trustee, arising out of or in connection with the
acceptance or administration of the transactions contemplated
by the Trust 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
Delaware Co-trustee is entitled to such indemnification under
Section 11.05 of the Trust Agreement.
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(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 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, obtaining and maintaining any
licenses required to be obtained or maintained by the Trust under the
Pennsylvania Motor Vehicle Sales Finance Act. 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 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.
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(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.
(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 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
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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.
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.
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(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, 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
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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.
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-A Owner Trust
In care of: U.S. Bank Trust National Association
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Toyota Auto Receivables 2001-A Owner Trust
(b) if to the Administrator, to:
Toyota Motor Credit Corporation
00000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Treasury Department, Vice President, Treasury
(c) if to the Indenture Trustee, to:
U.S. Bank National Association
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Toyota Auto Receivables 2001-A 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
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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 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 U.S. Bank National Association, not in its individual capacity but
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solely in its capacity as Indenture Trustee under the Indenture. In no event
shall U.S. Bank Trust National Association in its individual capacity, U.S. Bank
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.
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 2001-A OWNER TRUST
By: U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity but solely
as Owner Trustee
By: /s/ XXXXXXX XXXXX
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
TOYOTA MOTOR CREDIT CORPORATION,
as Administrator
By: /s/ XXXXXX X. XXXXX
--------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: President and Chief Executive Officer
U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but solely as
Indenture Trustee
By: /s/ XXXXXXX XXXXX
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity but solely as
Owner Trustee
By: /s/ XXXXXXX XXXXX
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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