ADMINISTRATION AGREEMENT
among
TOYOTA AUTO RECEIVABLES 2002-C 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 October 1, 2002
TABLE OF CONTENTS
PAGE
1. Duties of the Administrator.............................................2
2. Records.................................................................8
3. Compensation............................................................8
4. Additional Information to be Furnished to the Issuer....................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 October 1, 2002, among TOYOTA AUTO
RECEIVABLES 2002-C OWNER TRUST, a Delaware statutory trust (the "Issuer"),
TOYOTA MOTOR CREDIT CORPORATION, a California corporation, as administrator (the
"Administrator"), the bank of new york, a New York State banking institution,
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-C 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 September 17, 2002 as amended and
restated by the Amended and Restated Trust Agreement dated as of October 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-C Owner
Trust $430,000,000 1.80% Asset Backed Notes, Class A-1, the Toyota Auto
Receivables 2002-C Owner Trust $320,000,000 Floating Rate Asset Backed Notes
Class A-2, the Toyota Auto Receivables 2002-C Owner Trust $498,000,000 2.65%
Asset Backed Notes, Class A-3 and the Toyota Auto Receivables 2002-C Owner Trust
$207,000,000 Floating Rate Asset Backed Notes Class A-4 (collectively, the
"Notes") pursuant to the Indenture dated as of October 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 October 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 October 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,
the Revolving Liquidity Note Agreement and the Interest Rate Swap 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);
2
(E) approving the form and substance of an Opinion of
Counsel or a representation letter of the transferee in connection with
the transfer of the Class A-1 Notes (Section 2.04(b));
(F) directing the Indenture Trustee to retain from amounts
otherwise distributable to the Noteholders sufficient funds for the
payment of any tax that is legally owed by the Trust (Section 2.07(c));
(G) preparing, obtaining and/or filing of all instruments,
opinions and certificates and other documents required for the release
of collateral (Section 2.09) ;
(H) causing newly appointed Paying Agents, if any, to
deliver to the Indenture Trustee the instrument specified in the
Indenture regarding funds held in trust (Section 3.03);
(I) directing the Indenture Trustee to deposit moneys with
Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(J) obtaining and preserving the Issuer's qualification to
do business in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of the
Indenture, the Notes, the Collateral and each other instrument and
agreement included in the Trust Estate (Section 3.04);
(K) preparing 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));
3
(O) preparing and obtaining documents and instruments
required for the release of the Issuer from its obligations under the
Indenture (Section 3.10(b));
(P) delivering notice to the Indenture Trustee of each Event
of Default and each other default by the Servicer or the Seller under
the Sale and Servicing Agreement (Section 3.19);
(Q) monitoring the Issuer's obligations as to the
satisfaction and discharge of the Indenture and the preparation of an
Officer's Certificate and obtaining the Opinion of Counsel and the
Independent Certificate (as defined in the Indenture) related thereto
(Section 4.01);
(R) complying with any written directive of the Indenture
Trustee with respect to the provision of relevant information and
reasonable assistance with respect to the execution, delivery, filing
and recordation of relevant transfer documentation and the delivery of
related records and files, in connection with any sale by the Indenture
Trustee of any portion of the Trust Estate in connection with any Event
of Default (Section 5.04);
(S) preparing notice to Noteholders of any removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee
for delivery to Noteholders by the successor Indenture Trustee (Section
6.08);
(T) preparing all written instruments required to confirm
the authority of any co-trustee or separate trustee and any written
instruments necessary in connection with the resignation or removal of
any co-trustee or separate trustee (Sections 6.08 and 6.10);
(U) providing to the Rating Agencies copies of any amendment
or supplement to the Interest Rate Swap Agreement (Section 6.14(c));
(V) notifying the Swap Counterparty of any proposed
amendment or supplement to any of the Basic Documents (Section
6.14(d));
(W) causing the Note Registrar to furnish to the Indenture
Trustee the names and addresses of Noteholders during any period when
the Indenture Trustee is not the Note Registrar (Section 7.01);
(X) preparing and, after execution by the Issuer and the
Indenture Trustee, filing with the Commission and any applicable state
agencies of documents required to be filed on a periodic basis with the
Commission and any applicable state agencies (including any summaries
thereof required by rules and regulations prescribed thereby), and
providing such documents to the Indenture Trustee for delivery to the
Noteholders (Section 7.03);
4
(Y) preparing and, after execution by the Indenture Trustee,
providing to the Indenture Trustee for delivery to Noteholders and
filing with the Commission, any reports required by TIA Sections
313(a), (b) and (c); provided, that the Administrator will not be
required to prepare reports required by TIA Sections 313(a)(1) and
(a)(2) unless specifically directed in writing to do so by the
Indenture Trustee and the Indenture Trustee provides the Administrator
with all information necessary to prepare such reports (Section 7.04);
(Z) preparing the related Issuer Orders and all other
actions necessary with respect to investment and reinvestment of funds
in the Trust Accounts (Section 8.04);
(AA) preparing any Issuer Request and Officers' Certificates
and obtaining any Opinions of Counsel and Independent Certificates
necessary for the release of the Trust Estate (Sections 8.05 and 8.06);
(BB) preparing Issuer Orders and obtaining Opinions of
Counsel with respect to the execution of any supplemental indentures,
preparing notices to the Noteholders with respect thereto and
furnishing such notices to the Indenture Trustee for delivery to
Noteholders (Sections 9.01, 9.02 and 9.03);
(CC) preparing new Notes conforming to the provisions of any
supplemental indenture, as appropriate and delivering such Notes to the
Owner Trustee for execution and to the Indenture Trustee for
authentication (Section 9.07);
(DD) preparing forms of notices to Noteholders of any
redemption of the Notes and furnishing such notices to the Indenture
Trustee for delivery to Noteholders (Section 10.02);
(EE) preparing or obtaining all Officers' Certificates,
Opinions of Counsel and Independent Certificates with respect to any
requests by the Issuer or the Indenture Trustee to take any action
under the Indenture (Section 11.01(a));
(FF) preparing and delivering Officers' Certificates and
obtaining Independent Certificates, if necessary, for the release of
property from the lien of the Indenture (Section 11.01(b));
(GG) notifying the Rating Agencies, upon any failure of the
Indenture Trustee to give such notification, of the information
required pursuant to Section 11.04 of the Indenture (Section 11.04);
(HH) preparing and delivering to the Indenture Trustee for
delivery to Noteholders any agreements with respect to alternate
payment and notice provisions (Section 11.06);
5
(II) causing the recording of the Indenture, if applicable
(Section 11.14); and
(ii) The Administrator also will:
(A) pay the Indenture Trustee from time to time the
reasonable compensation provided for in the Indenture with respect to
services rendered by the Indenture Trustee under the Indenture (which
compensation shall not be limited by any provision of law in regard to
the compensation of a Trustee of an express trust);
(B) reimburse the Indenture Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the
Indenture Trustee in accordance with any provision of the Indenture
(including the reasonable compensation, expenses and disbursements of
its agents and counsel) to the extent the Indenture Trustee is entitled
to such reimbursement by the Issuer under the Indenture;
(C) indemnify the Indenture Trustee for, and hold it
harmless against, any losses, liability or expense incurred without
negligence or bad faith on the part of the Indenture Trustee, arising
out of or in connection with the acceptance or administration of the
trusts and duties contemplated by the Indenture, including the
reasonable costs and expenses of defending itself against any claim or
liability in connection therewith, to the extent the Indenture Trustee
is entitled to such indemnification from the Issuer under the
Indenture; and
(D) indemnify the Owner Trustee for, and hold it harmless
against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Owner Trustee, arising out of or in
connection with the acceptance or administration of the transactions
contemplated by the Trust Agreement, the Indenture, the Note Depository
Agreement or this Administration Agreement, including the reasonable
costs and expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of their powers
or duties under the Trust Agreement to the extent the Owner Trustee is
entitled to such indemnification under Section 8.02 of the Trust
Agreement.
(b) 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
6
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, and the Owner Trustee hereby requests that
the Administrator, execute and deliver any filings, certificates,
affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of
2002, to the extent permitted by applicable law, and 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
7
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 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.
8
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.
(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:
9
(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 Administrator shall immediately resign and such
Successor Servicer shall automatically succeed to the rights, duties and
obligations of the Administrator under this Agreement.
10
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 2002-C Owner Trust
In care of: U.S. Bank Trust National Association
000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Toyota Auto Receivables 2002-C Owner Trust
with a copy to:
000 X. Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Toyota Auto Receivables 2002-C Owner Trust
(b) if to the Administrator, to:
Toyota Motor Credit Corporation
00000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Vice President, Treasury Department
(c) if to the Indenture Trustee, to:
Toyota Auto Receivables 2002-C Owner Trust
In care of: The Bank of New York
000 Xxxxxxx Xxxxxx, 0 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Asset Backed Securities - Toyota Auto Receivables
2002-C Owner Trust
11
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand delivered
to the address of such party as provided above.
11. Amendments. This Agreement may be amended from time to time by a
written amendment duly executed and delivered by the Issuer, the Administrator,
the Owner Trustee and the Indenture Trustee, without the consent of any
Noteholders or the Certificateholders, for the purpose of adding any provisions
to or modifying or changing in any manner or eliminating any of the provisions
of this Agreement; provided that such amendment does not and will not, in the
Opinion of Counsel satisfactory to the Indenture Trustee, materially and
adversely affect the interest of any Noteholder or Certificateholder.
12. Successor and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is consented to in writing by the Issuer,
the Owner Trustee and the Indenture Trustee, and the conditions precedent to
appointment of a successor 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.
12
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 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.
13
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
TOYOTA AUTO RECEIVABLES 2002-C OWNER TRUST
By: U.S. BANK TRUST NATIONAL ASSOCIATION
not in its individual capacity but solely as
Owner Trustee
By: /s/ Xxxxxxx X. 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
THE BANK OF NEW YORK
not in its individual capacity but solely as
Indenture Trustee
By: /s/ Xxxxxx Xxxxxxx
----------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Assistant Treasurer
U.S. BANK TRUST NATIONAL ASSOCIATION
not in its individual capacity but solely as Owner
Trustee
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
S-1
