EXHIBIT 4.6
REVOLVING LIQUIDITY NOTE AGREEMENT
TOYOTA AUTO RECEIVABLES 2002-B OWNER TRUST
as Issuer
and
TOYOTA MOTOR CREDIT CORPORATION
as Initial Holder
Dated as of May 23, 2002
REVOLVING LIQUIDITY NOTE AGREEMENT (this "Agreement") dated as of May
23, 2002 (this "Agreement"), by and between TOYOTA AUTO RECEIVABLES 2002-B OWNER
TRUST, a Delaware business trust, as issuer (the "Issuer") of the revolving
liquidity note (the "Revolving Liquidity Note") issued hereunder, and TOYOTA
MOTOR CREDIT CORPORATION, a California corporation ("TMCC"), as the initial
holder of the Revolving Liquidity Note.
W I T N E S S E T H:
WHEREAS Toyota Auto Receivables 2002-B Owner Trust 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;
WHEREAS the Issuer desires to enter into a credit and liquidity
enhancement arrangement that will provide funding for certain required payments
of principal and interest on the Notes in the event that Available Collections
and any amounts on deposit in the Reserve Account that are available to be paid
in respect thereof to Noteholders on any Payment Date are insufficient to fund
such payments;
WHEREAS TMCC is willing to provide such credit and liquidity
enhancement on the terms described herein against delivery to it of the
Revolving Liquidity Note evidencing the obligation of the Issuer to repay
amounts so funded on the terms set forth herein and in the Revolving Liquidity
Note;
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:
Article I
Definitions
Capitalized terms used herein and not defined herein shall have
the meanings ascribed thereto in the Sale and Servicing Agreement dated as of
May 1, 2002, among the Issuer, TMCC, as servicer, and TAFR LLC, as seller (the
"Sale and Servicing Agreement").
Article II
Funding by Holder of Revolving Liquidity Note
Section 2.1. General Funding Obligation. Pursuant to Section
5.06(b) of the Sale and Servicing Agreement, on each Determination Date, the
Servicer shall calculate the amount, if any, by which the amounts to be
distributed in respect of interest on or principal of the Notes pursuant to
Sections 5.06(c)(ii) and (iii) or 5.06(d)(ii) or (iii) of the Sale and Servicing
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Agreement exceed the amount of Available Collections that will be available to
make such payments and will determine whether amounts on deposit in the Reserve
Account, if any, that are available therefor will be sufficient to fund such
payments on the related Payment Date. If, in accordance with the Sale and
Servicing Agreement, the Servicer notifies the Indenture Trustee on behalf of
the Issuer that it has determined that Available Collections and amounts on
deposit in the Reserve Account that will be available to make such payments will
be insufficient therefor, then the Indenture Trustee on behalf of the Issuer
will have the right to request the holder of the Revolving Liquidity Note (the
"Holder") to fund such shortfall (such request, or any request for funding
described in Section 2.2 hereof, a "Draw"); provided that the Holder will not be
obligated to fund any such shortfall to the extent that the aggregate of the
amounts funded by it hereunder and not previously repaid equals or exceeds
$8,000,009 (the parties hereto agreeing that interest accrued on the Revolving
Liquidity Note as described herein will not be considered an amount funded by
the Holder for purposes of such calculation). The "Undrawn Amount" of the
Revolving Liquidity Note is an amount equal to $8,000,009 less an amount equal
to the aggregate of all amounts funded pursuant to any previous Draw Requests
(as defined in Section 2.3) that have not yet been repaid pursuant to Section
2.4 (the parties hereto agreeing that interest accrued on the Revolving
Liquidity Note as described herein will not be considered an amount funded by
the Holder for purposes of such calculation, and any amount paid in respect of
such accrued interest will not be considered to increase the Undrawn Amount).
Section 2.2. Additional Funding Obligations. If at any time prior
to the Final Payment Date either (i) the short-term unsecured debt rating of
TMCC falls below P-1 by Moody's or A-1+ by S&P (or in either case, such lower
ratings as may be permitted by Moody's and S&P), or (ii) the Holder fails to
fund the amount specified in any Draw Request prepared and submitted to the
Holder in accordance with Sections 2.1 and 2.3 of this Agreement, then the
Indenture Trustee on behalf of the Issuer will have the right to request that
the entire Undrawn Amount of the Revolving Liquidity Note be funded. To the
extent the entire Undrawn Amount is fully funded pursuant to this Section 2.2,
the Undrawn Amount shall be reduced to zero and shall no longer be subject to
draws.
Section 2.3. Draw Mechanics. Not fewer than two Business Days
prior to the relevant Payment Date, in the case of a Draw described in Section
2.1, and on any Business Day, in the case of a Draw described in Section 2.2,
the Issuer, by action of the Indenture Trustee or of the Administrator on behalf
of the Indenture Trustee (following the assignment of this Agreement to the
Indenture Trustee pursuant to Section 2.5 and until the Indenture terminates in
accordance with its provisions), may deliver a written request (each such
request, a "Draw Request") for funds in the amount of the shortfall described in
Section 2.1 or the entire Undrawn Amount in the case of a Draw pursuant to
Section 2.2. Any such Draw Request may be delivered by facsimile transmission
and hard copy to: Toyota Motor Credit Corporation, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Vice
President, Treasury, Re: Toyota Auto Receivables 2002-B Owner Trust Revolving
Liquidity Note Draw Request. Not later than 2:00 p.m. on the Business Day
following delivery of any Draw Request, the Holder will fund the indicated draw
by wire transfer of immediately available funds to the following account:
The Bank of New York
ABA: ▇▇▇-▇▇▇-▇▇▇
Acct: 879331
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Acct Name: Toyota 2002-B Collection Account
For further credit: ▇▇▇ # ▇▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
Section 2.4. Repayment of Funded Draws. Subject to the following
sentences, the Issuer is obligated to repay all funded Draws together with
interest accrued on the daily outstanding balance of all funded Draws from the
date made until the date all funded Draws are repaid at 4.69% per annum,
calculated daily on the basis of a year of 365 or 366 days, as applicable. The
parties hereto (and the assignees and third-party beneficiaries hereof, by
accepting the assignment of this Agreement as contemplated in Section 2.5
hereof) agree that Draws will be repaid in part or in whole on any each
succeeding Payment Date on which amounts are available therefor in accordance
with the provisions of Section 5.06(c)(v) or 5.06(d)(iv) of the Sale and
Servicing Agreement, and interest accrued on the daily outstanding amount of
funded Draws will be payable on and after the Payment Date on which all funded
Draws are repaid and on which amounts are available therefore in accordance with
the provisions of Section 5.06(c)(vi) or 5.06(d)(v) of the Sale and Servicing
Agreement. Payments to the Holder in respect of funded Draws or accrued interest
will be made either by (i) netting by TMCC of amounts that would be repayable on
any Payment Date to the extent amounts would be available therefor in accordance
with the provisions of Section 5.06(c)(v) and (vi) or 5.06(d)(iv) and (v) of the
Sale and Servicing Agreement against amounts it is otherwise required to deposit
into the Collection Account in its capacity as Servicer in accordance with
Section 5.04(f) of the Sale and Servicing Agreement, or by wire transfer of
immediately available funds to the following account:
Bank of America, Concord, California
ABA No. ▇▇▇-▇▇▇-▇▇▇
A/C No. 12351-07564
A/C Toyota Motor Credit Corporation
Notwithstanding the foregoing, if following liquidation of the Owner
Trust Estate pursuant to Article IX of the Indenture the Trust has insufficient
funds to make required payments to the Holder of the Revolving Liquidity Note
pursuant to Article V of the Sale and Servicing Agreement, then all amounts due
under the Revolving Liquidity Note will be deemed to have been paid in full and
this Agreement shall terminate with no further payment owing from the Trust.
Section 2.5. Assignment; Third Party Beneficiaries. The parties
hereto acknowledge and agree that the right to receive amounts funded by the
Holder under the Revolving Liquidity Note and all other rights of the Issuer
under this Agreement will be assigned by the Issuer to the Indenture Trustee
pursuant to the Indenture for the benefit of the Noteholders, and that the
Indenture Trustee, on behalf of the Noteholders, and such Noteholders, are
intended to be third-party beneficiaries of this Agreement from and after such
assignment and until the Indenture is terminated in accordance with its terms.
In addition, the Holder expressly acknowledges that, pursuant to the Indenture,
the Indenture Trustee will exercise its right to request funds hereunder in
every circumstance when such request may be made in accordance with the terms of
this Agreement. Nothing in this Agreement or in the Revolving Liquidity Note,
whether express or implied, shall be construed to give to any other Person any
legal or
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equitable right, remedy or claim under or in respect of this Agreement or the
Revolving Liquidity Note, or any covenants, conditions or provisions contained
herein or therein.
Article III
Revolving Liquidity Note
Section 3.1. Issuance of Revolving Liquidity Note. On the date
hereof, the Issuer will execute and deliver to the Holder, and the Owner Trustee
will authenticate, a physical certificate evidencing the Revolving Liquidity
Note, substantially in the form of Exhibit A hereto. Each Revolving Liquidity
Note issued hereunder will evidence the repayment obligations of the Issuer set
forth in Section 2.4 hereof and the funding obligations of the Holder thereof
set forth in Section 2.1 and 2.2 hereof, and will be dated the date of its
issuance.
Section 3.2. Terms. Upon issuance, the Undrawn Amount of the
Revolving Liquidity Note shall be $8,000,009. The Undrawn Amount will be reduced
by the amount of each Draw funded by the Holder, and increased by amounts repaid
to the Holder pursuant to Section 2.4 up to a maximum of $8,000,009, excluding
interest paid on the Revolving Liquidity Note. Interest will accrue on the
average daily outstanding excess of $8,000,009 over the Undrawn Amount from and
including the date of any Draw to but excluding the date on which the Undrawn
Amount is reduced to zero. Although the Revolving Liquidity Note is secured by
the Owner Trust Estate, all payments in respect of funded Draws and interest
accrued thereon shall be fully subordinated to required payments to the
Noteholders and to required deposits into the Reserve Account as set forth in
the Sale and Servicing Agreement.
Section 3.3. Transfer. Prior to the termination of the Indenture,
the Holder may not transfer, assign or convey the Revolving Liquidity Note or
this Agreement unless: (i) the purported transferee, assignee or recipient of
such conveyance has executed a written agreement to be bound by all of the terms
and provisions of this Agreement; (ii) such action shall not, as evidenced by an
Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee,
adversely affect in any material respect the interests of any Noteholder or
Certificateholder; and (iii) the Indenture Trustee (x) has received a letter
from Standard & Poor's to the effect that Standard & Poor's will not qualify,
reduce or withdraw the rating it has currently assigned to any Class of Notes as
a result of such transfer, assignment or conveyance and (y) has provided Moody's
with 10 days prior written notice of such intended transfer, assignment or
conveyance and Moody's shall not have notified the Indenture Trustee that such
transfer, assignment or conveyance might or would result in the qualification,
reduction or withdrawal of the rating it has currently assigned to any Class of
Notes. The Revolving Liquidity Note may not be transferred, assigned or conveyed
in part; any transfer, conveyance or assignment must be in respect of 100% of
the Revolving Liquidity Note. The Issuer (or the Administrator on behalf of the
Issuer) will maintain a register in which it will record the name and contact
information for each Holder. No transfer, assignment or conveyance of the
Revolving Liquidity Note will be effective prior to notice to the Issuer and the
Indenture Trustee and recordation by the Issuer (or the Administrator on behalf
of the Issuer) thereof in such register.
Section 3.4. No Set-Off. Without affecting the provisions of this
Agreement requiring the calculation of payment amounts, all payments under this
Agreement will be made without set-off or counterclaims against payments owing
to the Servicer under the Basic
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Documents, and the parties hereto waive any right of set-off or counterclaim
that any such party may have at law or equity.
Article IV
Miscellaneous Provisions
Section 4.1. Fees and Expenses. No party shall receive fees or
expenses in connection with this Agreement.
Section 4.2. Assignment by Issuer. The Holder hereby acknowledges
and consents to any mortgage, pledge, assignment and grant of a security
interest by the Issuer to the Indenture Trustee pursuant to the Indenture for
the benefit of the Noteholders of all right, title and interest of the Issuer to
and/or the assignment of any or all of the Issuer's rights and obligations
hereunder to the Indenture Trustee.
Section 4.3. Amendment. Prior to the termination of the
Indenture, this Agreement may be amended by the Issuer and the Holder, with the
consent of the Indenture Trustee, but without the consent of any of the
Noteholders or the Certificateholder, to cure any ambiguity, to correct or
supplement any provisions in this Agreement or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions in
this Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholder; provided, however, that (i) such action shall not, as
evidenced by an Opinion of Counsel delivered to the Indenture Trustee, adversely
affect in any material respect the interests of any Noteholder or
Certificateholder, and (ii) the Indenture Trustee (x) has received a letter from
Standard & Poor's to the effect that Standard & Poor's will not qualify, reduce
or withdraw the rating it has currently assigned to any Class of Notes as a
result of such amendment and (y) has provided Moody's with 10 days prior written
notice of such amendment and Moody's shall not have notified the Indenture
Trustee that such amendment might or would result in the qualification,
reduction or withdrawal of the rating it has currently assigned to any Class of
Notes. After the termination of the Indenture, this Agreement may be amended in
writing by the Issuer and the Holder without notice to or consent of any other
Person.
Section 4.4. Notices. All demands, notices, communications and
instructions upon or to the Issuer, the initial Holder, the Owner Trustee, the
Indenture Trustee or the Rating Agencies under this Agreement shall be in
writing, personally delivered or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given upon receipt (a) in the
case of the initial Holder, to Toyota Motor Credit Corporation, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Vice President, Treasury, (310)
468-4001, (b) in the case of the Issuer or the Owner Trustee, at the Corporate
Trust Office (as defined in the Trust Agreement), with a copy to ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (c) in the case of the Indenture
Trustee, at the Corporate Trust Office specified in the Indenture, (d) in the
case of Moody's, to ▇▇▇▇▇'▇ Investors Service, Inc., ABS Monitoring Department,
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, (f) in the case of Standard &
Poor's, to Standard & Poor's Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇
Companies, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of Asset Backed
Surveillance Department; or, as to each of the foregoing, at such other address
as shall be designated by written notice to the other parties.
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Section 4.5. Holder's Nonpetition Covenant.
Notwithstanding any prior termination of this Agreement, the Holder will
not, prior to the date which is one year and one day after the termination of
this Agreement with respect to the Issuer or Seller, acquiesce, petition or
otherwise invoke or cause the Issuer to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Issuer or Seller under any federal or state bankruptcy, insolvency or
similar law, or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Issuer or Seller or any
substantial part of the property of either of them, or ordering the winding up
or liquidation of the affairs of the Issuer or Seller.
Section 4.6. No Proceedings. There is no action, suit or
proceeding before or by any court or governmental agency or body, domestic or
foreign, now pending, or to the Holder's knowledge, threatened, against or
affecting the Holder: (i) asserting the invalidity of this Agreement or the
Revolving Liquidity Note, (ii) seeking to prevent the issuance of the Revolving
Liquidity Note or the consummation of any of the transactions contemplated by
this Agreement, (iii) seeking any determination or ruling that might materially
and adversely affect the performance by the Holder of its obligations under, or
the validity or enforceability of, this Agreement, or (iv) relating to the
Holder and which might adversely affect the federal income tax attributes of the
Issuer or the Revolving Liquidity Note.
Section 4.7. Severability. Any provision of this Agreement that
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
Section 4.8. Termination. This Agreement shall terminate upon the
termination of the Amended and Restated Trust Agreement pursuant to Article IX
of the Amended and Restated Trust Agreement.
Section 4.9. Separate Counterparts. This Agreement may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.
Section 4.10. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.
Section 4.11. Limitation on Liability. Notwithstanding anything
contained herein to the contrary, this Agreement has been countersigned by U.S.
Bank Trust National Association, not in its individual capacity, but solely in
its capacity as Owner Trustee on behalf of the Issuer. In no event shall U.S.
Bank Trust National Association in its individual capacity 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 by the Holder, or prepared by the Holder for delivery by the Owner
Trustee on behalf of the Issuer, pursuant hereto, as to all of which recourse
shall be had solely to the assets of the Issuer. For all
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purposes of this Agreement, in the performance of its duties or obligations
hereunder or in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles VI, VII and VIII of the Trust
Agreement.
Section 4.12. Governing Law. This Agreement shall be 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.
[Remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, the Issuer and the initial Holder have caused
this Agreement to be duly executed by their respective officers as of the day
and year first above written.
TOYOTA AUTO RECEIVABLES 2002-B OWNER TRUST, as
Issuer
By: U.S. BANK TRUST NATIONAL ASSOCIATION, not
in its individual capacity but solely in
its capacity as Owner Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
TOYOTA MOTOR CREDIT CORPORATION, as Holder
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Executive Officer
S-1
EXHIBIT A
FORM OF REVOLVING LIQUIDITY NOTE
THIS REVOLVING LIQUIDITY NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN RELIANCE ON
EXEMPTIONS PROVIDED BY THE 1933 ACT AND SUCH STATE OR FOREIGN SECURITIES LAWS.
NO RESALE OR OTHER TRANSFER OF THIS REVOLVING LIQUIDITY NOTE SHALL BE MADE
EXCEPT IN COMPLIANCE WITH SECTION 3.3 OF THE REVOLVING LIQUIDITY NOTE AGREEMENT
AND EITHER (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
ACT OR (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS.
THE PRINCIPAL OF THIS REVOLVING LIQUIDITY NOTE IS PAYABLE SOLELY FROM FUNDS
AVAILABLE THEREFOR PURSUANT TO ARTICLE V OF THE SALE AND SERVICING AGREEMENT
REFERRED TO HEREIN. THE HOLDER HEREOF IS REQUIRED TO FUND CERTAIN DRAWS
REQUESTED BY THE ISSUER HEREOF (OR BY CERTAIN OTHER PERSONS REFERRED TO HEREIN)
UP TO A MAXIMUM PRINCIPAL AMOUNT OUTSTANDING AT ANY TIME OF $8,000,009. THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS REVOLVING LIQUIDITY NOTE AT ANY TIME MAY BE
LESS THAN SUCH MAXIMUM AMOUNT. REPAYMENT OF THE OUTSTANDING PRINCIPAL AMOUNT OF
THIS REVOLVING LIQUIDITY NOTE, AND OF INTEREST ACCRUED HEREON, IS SUBJECT TO THE
AVAILABILITY OF FUNDS FOR SUCH PURPOSE AS SET FORTH IN ARTICLE V OF THE SALE AND
SERVICING AGREEMENT REFERRED TO HEREIN, AND IS FULLY SUBORDINATED TO THE PAYMENT
OF INTEREST ON AND PRINCIPAL OF CERTAIN OTHER SECURITIES ISSUED BY THE ISSUER
HEREOF AND TO THE DEPOSIT INTO THE RESERVE ACCOUNT REFERRED TO HEREIN OF AMOUNTS
REQUIRED TO BE DEPOSITED THEREIN.
THIS REVOLVING LIQUIDITY NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED
OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY, TOYOTA MOTOR CREDIT CORPORATION,
TOYOTA AUTO FINANCE RECEIVABLES LLC, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES.
THIS REVOLVING LIQUIDITY NOTE, OR A BENEFICIAL INTEREST HEREIN, MAY NOT BE
TRANSFERRED UNLESS THE TRUSTEE HAS RECEIVED (I) A CERTIFICATE FROM THE
TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN,
TRUST OR ACCOUNT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), OR SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN DEFINED IN
SECTION 3(32) OF ERISA OR SECTION 414(d) OF THE CODE SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF
Exhibit A-1
ERISA OR THE CODE (EACH, A "BENEFIT PLAN") AND IS NOT AN ENTITY, INCLUDING AN
INSURANCE COMPANY SEPARATE ACCOUNT OR AN INSURANCE COMPANY GENERAL ACCOUNT IF
THE ASSETS IN ANY SUCH ACCOUNTS CONSTITUTE "PLAN ASSETS" FOR PURPOSES OF
REGULATION SECTION 2510.3-101 OF ERISA, WHOSE UNDERLYING ASSETS INCLUDE BENEFIT
PLAN ASSETS BY REASON OF A BENEFIT PLAN'S INVESTMENT IN THE ENTITY AND (II) A
CERTIFICATE TO THE EFFECT THAT IF THE TRANSFEREE IS A PARTNERSHIP, GRANTOR TRUST
OR S CORPORATION FOR FEDERAL INCOME TAX PURPOSES (A "FLOW-THROUGH ENTITY"), ANY
REVOLVING LIQUIDITY NOTES OWNED BY SUCH FLOW-THROUGH ENTITY WILL REPRESENT LESS
THAN 50% OF THE VALUE OF ALL THE ASSETS OWNED BY SUCH FLOW-THROUGH ENTITY AND NO
SPECIAL ALLOCATION OF INCOME, GAIN, LOSS, DEDUCTION OR CREDIT FROM SUCH
REVOLVING LIQUIDITY NOTES WILL BE MADE AMONG THE BENEFICIAL OWNERS OF SUCH
FLOW-THROUGH ENTITY.
IN ADDITION, NO RESALE OR OTHER TRANSFER OF THIS REVOLVING LIQUIDITY NOTE OR ANY
INTEREST THEREIN SHALL BE PERMITTED UNLESS IMMEDIATELY AFTER GIVING EFFECT TO
SUCH RESALE OR OTHER TRANSFER, THERE WOULD BE FEWER THAN 100 REVOLVING LIQUIDITY
NOTEHOLDERS.
Exhibit A-2
TOYOTA AUTO RECEIVABLES OWNER TRUST 2002-B
REVOLVING LIQUIDITY NOTE
Representing a
Maximum Amount of Funded Draws
outstanding at any time not to exceed
$8,000,009
This certifies that TOYOTA MOTOR CREDIT CORPORATION (the
"Holder") is the registered owner of this Revolving Liquidity Note representing
the right to receive the payment of certain Draws funded as described in the
Revolving Liquidity Note Agreement (the "Revolving Liquidity Note Agreement")
dated as of May 23, 2002, between Toyota Auto Receivables Owner Trust 2002-B, as
issuer (the "Issuer") and Toyota Motor Credit Corporation, as initial holder
hereof. Capitalized terms used herein and not defined herein shall have the
meanings ascribed thereto in the Revolving Liquidity Note Agreement and in 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").
This Revolving Liquidity Note represents a 100% undivided
interest in the right of the Holder to receive repayment in full of the
aggregate amount of funded Draws and interest accrued thereon as and to the
extent such amounts are payable in accordance with the Revolving Liquidity Note
Agreement. All of the provisions of the Revolving Liquidity Note Agreement and
Sale and Servicing Agreement are incorporated by reference and comprise integral
parts of this Revolving Liquidity Note. The following summary of certain
provisions thereof is not and does not purport to be complete. By its acceptance
hereof, the holder of this Revolving Liquidity Note (the "Holder") assents to
and is bound by the terms, provisions and conditions of the Revolving Liquidity
Note Agreement, including the provisions thereof (i) setting forth the
obligation of the Holder of this Revolving Liquidity Note to fund Draws as and
when properly requested pursuant to Article II thereof, (ii) specifying that
this Revolving Liquidity Note is secured only by certain assets of the Issuer
and is payable only from certain collections in respect thereof that are
available for such purpose in accordance with the priority of payments set forth
in Article V of the Sale and Servicing Agreement, and (iii) specifying that all
payments in respect of funded Draws and interest accrued thereon shall be fully
subordinated to required payments to the holders of certain other securities
issued by the Issuer and to required deposits into a specified reserve account
established for the benefit of the holders of such other securities in
accordance with the Sale and Servicing Agreement.
The "Undrawn Amount" of the Revolving Liquidity Note is an amount
equal to $8,000,009 less an amount equal to the aggregate of all amounts funded
pursuant to any previous Draw Requests that have not yet been repaid pursuant to
Section 2.4 of the Revolving Liquidity Note Agreement, and increased by amounts
repaid to the Holder pursuant to Section 2.4 of the Revolving Liquidity Note
Agreement up to a maximum of $8,000,009 (interest accrued on the Revolving
Liquidity Note not being considered an amount funded by the Holder for purposes
of such calculation, and any amount paid in respect of such accrued interest
will not be considered
Exhibit A-3
to increase the Undrawn Amount). To the extent the entire Undrawn Amount is
fully funded pursuant to Section 2.2 of the Revolving Liquidity Note Agreement,
the Undrawn Amount shall be reduced to zero and shall no longer be subject to
draws. Interest will accrue on the average daily outstanding excess of
$8,000,009 over the Undrawn Amount from and including the date of any Draw to
but excluding the date on which the Undrawn Amount is reduced to zero at 4.69%
per annum, calculated daily on the basis of a year of 365 or 366 days, as
applicable.
Subject to the more detailed provisions concerning payments to be made
to the Holder of the Revolving Liquidity Note set forth in the Revolving
Liquidity Note Agreement and the Sale and Servicing Agreement, generally,
repayment of Draws previously funded by the (or a) Holder of the Revolving
Liquidity Note, and interest accrued thereon as described below, will be made on
the 15th day of each calendar month, or if such day is not a Business Day, then
on the next succeeding Business Day, to the extent funds are available therefor.
Notwithstanding the foregoing, if following liquidation of the Owner Trust
Estate pursuant to Article IX of the Indenture the Trust has insufficient funds
to make required payments to the Holder of the Revolving Liquidity Note pursuant
to Article V of the Sale and Servicing Agreement, then all amounts due under the
Revolving Liquidity Note will be deemed to have been paid in full and this
Agreement shall terminate with no further payment owing from the Trust.
Prior to the termination of the Indenture, this Agreement may be amended
by the Issuer and the Holder, with the consent of the Indenture Trustee, but
without the consent of any of the Noteholders or the Certificateholder, to cure
any ambiguity, to correct or supplement any provisions in this Agreement or for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions in this Agreement or of modifying in any manner the rights
of the Noteholders or the Certificateholder; provided, however, that (i) such
action shall not, as evidenced by an Opinion of Counsel delivered to the
Indenture Trustee, adversely affect in any material respect the interests of any
Noteholder or Certificateholder, and (ii) the Indenture Trustee (x) has received
a letter from Standard & Poor's to the effect that Standard & Poor's will not
qualify, reduce or withdraw the rating it has currently assigned to any Class of
Notes as a result of such amendment and (y) has provided ▇▇▇▇▇'▇ with 10 days
prior written notice of such amendment and ▇▇▇▇▇'▇ shall not have notified the
Indenture Trustee that such amendment might or would result in the
qualification, reduction or withdrawal of the rating it has currently assigned
to any Class of Notes. After the termination of the Indenture, this Agreement
may be amended in writing by the Issuer and the Holder without notice to or
consent of any other Person.
Prior to the termination of the Indenture, the Holder may not transfer,
assign or convey this Revolving Liquidity Note or the Revolving Liquidity Note
Agreement unless: (i) the purported transferee, assignee or recipient of such
conveyance has executed a written agreement to be bound by all of the terms and
provisions of the Revolving Liquidity Note Agreement; (ii) such action shall
not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee and
the Indenture Trustee, adversely affect in any material respect the interests of
any Noteholder or Certificateholder; and (iii) the Indenture Trustee (x) has
received a letter from Standard & Poor's to the effect that Standard & Poor's
will not qualify, reduce or withdraw the rating it has currently assigned to any
Class of Notes as a result of such transfer, assignment or conveyance and (y)
has provided ▇▇▇▇▇'▇ with 10 days prior written notice of such intended
transfer, assignment or conveyance and ▇▇▇▇▇'▇ shall not have notified the
Indenture Trustee that such
Exhibit A-4
transfer, assignment or conveyance might or would result in the qualification,
reduction or withdrawal of the rating it has currently assigned to any Class of
Notes. The Revolving Liquidity Note may not be transferred, assigned or conveyed
in part; any transfer, conveyance or assignment must be in respect of 100% of
this Revolving Liquidity Note. The Issuer (or the Administrator on behalf of the
Issuer) will maintain a register in which it will record the name and contact
information for each Holder. No transfer, assignment or conveyance of this
Revolving Liquidity Note will be effective prior to notice to the Issuer and the
Indenture Trustee and recordation by the Issuer (or the Administrator on behalf
of the Issuer) thereof in such register.
No recourse may be taken, directly or indirectly, with respect to the
obligations of the Holder of this Revolving Liquidity Note under the Revolving
Liquidity Note Agreement or other writing delivered in connection herewith or
therewith, against (i) the Indenture Trustee or the Owner Trustee in its
individual capacity, (ii) any Certificateholder or other owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director, employee or agent of the Indenture Trustee or the Owner Trustee in its
individual capacity, any Certificateholder or other owner of a beneficial
interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any
successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee, in their
capacities as such, have no such obligations in their individual capacity) and
except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.
By its acceptance of this Revolving Liquidity Note, the Holder agrees
that it will not, prior to the date which is one year and one day after the
termination of the Revolving Liquidity Note Agreement with respect to the Issuer
or Seller, acquiesce, petition or otherwise invoke or cause the Issuer to invoke
the process of any court or government authority for the purpose of commencing
or sustaining a case against the Issuer or Seller under any federal or state
bankruptcy, insolvency or similar law, or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Issuer or Seller or any substantial part of the property of either of them, or
ordering the winding up or liquidation of the affairs of the Issuer or Seller.
THIS REVOLVING LIQUIDITY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.
Exhibit A-5
IN WITNESS WHEREOF, the Issuer has caused this Revolving
Liquidity Note to be duly executed.
TOYOTA AUTO RECEIVABLES 2002-B OWNER TRUST, as
Issuer
By: U.S. BANK TRUST NATIONAL ASSOCIATION, not in
its individual capacity but solely in its
capacity as Owner Trustee
By:
--------------------------------------------
Name:
Title:
Dated: May __, 2002
Exhibit A-6
EXHIBIT B
FORM OF REVOLVING LIQUIDITY NOTE DRAW REQUEST
Toyota Auto Receivables 2002-B Owner Trust
▇/▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Toyota Motor Credit Corporation
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Vice President, Treasury
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Re: Toyota Auto Receivables 2002-B Owner Trust Revolving
Liquidity Note Draw Request
Ladies and Gentlemen:
This notice confirms the Issuer's request for a draw on the Revolving
Liquidity Note pursuant to Section [2.1] [2.2] of the Revolving Liquidity Note
Agreement in the principal amount of $_________. Please advance the requested
drawn amount as set forth in Section 2.3 of the Revolving Liquidity Note
Agreement.
Please acknowledge receipt of this notice by executing below and
returning to the above-listed address.
Very truly yours,
[Administrator] [Indenture Trustee]
By:
---------------------------------
Name:
Title:
ACKNOWLEDGED:
Toyota Motor Credit Corporation
By:
---------------------------------
Name:
Title:
Exhibit B-1
