Exhibit 4.5
ADMINISTRATION AGREEMENT
among
TOYOTA AUTO RECEIVABLES 1999-A OWNER TRUST,
as Issuer
TOYOTA MOTOR CREDIT CORPORATION,
as Administrator
U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee
and
U.S. BANK NATIONAL ASSOCIATION,
as Owner Trustee
Dated as of July 1, 1999
TABLE OF CONTENTS
PAGE
1. Duties of the Administrator................................................2
2. Records....................................................................9
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...............10
9. Action upon Termination, Resignation or Removal...........................11
10. Notices...................................................................11
11. Amendments................................................................12
12. Successor and Assigns.....................................................12
13. Governing Law.............................................................12
14. Headings..................................................................12
15. Counterparts..............................................................13
16. Severability of Provisions................................................13
17. Not Applicable to TMCC in Other Capacities................................13
18. Limitation of Liability of Owner Trustee and Indenture Trustee............13
19. Limitation on Liability of Administrator..................................13
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ADMINISTRATION AGREEMENT dated as of July 1, 1999, among TOYOTA AUTO
RECEIVABLES 1999-A OWNER TRUST, a Delaware business trust (the "Issuer"), TOYOTA
MOTOR CREDIT CORPORATION, a California corporation, as administrator (the
"Administration"), 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 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 beneficial ownership interests in the Issuer represented by the
Toyota Auto Receivables 1999-A Owner Trust Asset Backed Certificates (the
"Certificates") have been issued in connection with the formation of the Issuer
pursuant to the Amended and Restated Trust Agreement dated as of July 1, 1999
(the "Trust Agreement"), between Toyota Motor Credit Receivables Corporation
("TMCRC"), a California corporation, as depositor, U.S. Bank National
Association, as owner trustee (the "Owner Trustee") and First Union Trust
Company, 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 1999-A Owner
Trust 5.365% Asset Backed Notes Class A-1, the Toyota Auto Receivables 1999-A
Owner Trust 5.800% Asset Backed Notes Class A-2, the Toyota Auto Receivables
1999-A Owner Trust 6.150% Asset Backed Notes Class A-3, the Toyota Auto
Receivables 1999-A Owner Trust 6.300% Asset Backed Notes Class B and the Toyota
Auto Receivables 1999-A Owner Trust 6.700% Asset Backed Notes Class C
(collectively, the "Notes") pursuant to the Indenture dated as of July 1, 1999
(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 July 1, 1999, 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 the Issuer has entered into certain agreements in connection
with the issuance of the Certificates and the Notes, including the Receivables
Purchase Agreement dated as of July 1, 1999 (the Receivables Purchase
Agreement"), among TMCC, as seller, and TMCRC, as purchaser, 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 Certificates, 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
Depository Agreement. In addition, the Administrator shall
consult with the Owner Trustee regarding the duties of the
Issuer under the Indenture and the 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 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));
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(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);
(E) preparing, obtaining and/or filing of
all instruments, opinions and certificates and other
documents required for the release of collateral
(Section 2.09) ;
(F) maintaining an office in the Borough of
Manhattan, City of New York, for the registration of
transfer or exchange of Notes (Section 3.02);
(G) 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);
(H) directing the Indenture Trustee to
deposit moneys with Paying Agents, if any, other than
the Indenture Trustee (Section 3.03);
(I) 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);
(J) 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);
(K) 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);
(L) 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));
(M) 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
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Agreement, taking all reasonable steps available to
remedy such failure (Section 3.07(d));
(N) preparing and obtaining documents and
instruments required for the release of the Issuer
from its obligations under the Indenture (Section
3.10(b));
(O) 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);
(P) 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);
(Q) complying with any written directive of
the Indenture Trustee with respect to any sale of any
portion of the Trust Estate in connection with any
Event of Default (Section 5.04);
(R) preparing and delivering of notice to
Noteholders of any removal of the Indenture Trustee
and the appointment of a successor Indenture Trustee
(Section 6.08);
(S) 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);
(T) furnishing the Indenture Trustee with
the names and addresses of Noteholders during any
period when the Indenture Trustee is not the Note
Registrar (Section 7.01);
(U) 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 transmitting
of such summaries to the Noteholders (Section 7.03);
(V) preparing and, after execution by the
Indenture Trustee, delivering 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
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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);
(W) 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);
(X) 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);
(Y) preparing Issuer Orders and obtaining
Opinions of Counsel with respect to the execution of
any supplemental indentures, and mailing notices to
the Noteholders with respect thereto (Sections 9.01,
9.02 and 9.03);
(Z) executing and delivering new Notes
conforming to the provisions of any supplemental
indenture, as appropriate (Section 9.06);
(AA) notifying Noteholders of any redemption
of the Notes or causing the Indenture Trustee to
provide such notice (Section 10.02);
(BB) preparing all Officers' Certificates,
Opinions of Counsel and Independent Certificates with
respect to any requests by the Issuer of the
Indenture Trustee to take any action under the
Indenture (Section 11.01(a));
(CC) 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));
(DD) 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);
(EE) preparing and delivering to Noteholders
and the Indenture Trustee any agreements with respect
to alternate payment and notice provisions (Section
11.06);
(FF) recording the Indenture, if applicable
(Section 11.14); and
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(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 themselves 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 Depository Agreement or this
Administration Agreement, including the reasonable
costs and expenses of defending themselves against
any claim or liability in connection with the
exercise or performance of any of their powers or
duties under the Trust Agreement in accordance with
the provisions of Section 8.02 of the Sale and
Servicing 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 themselves against any
claim or liability in connection with the exercise or
performance of any of their powers or duties under
the Trust Agreement in accordance with the provisions
of Section 11.05 of the Sale and Servicing 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 that it 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 under such Act.
(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 an Owner 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 Owners; provided, however, that the
Owner Trustee shall remain exclusively responsible for the
distribution of the Schedule K-1s necessary to enable each
Owner to prepare its federal and state income tax returns.
(iv) The Administrator shall satisfy its obligations
with respect to clauses (ii) and (iii) above by retaining, at
the expense of the Issuer
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payable by the Administrator, a firm of independent public
accountants (the "Accountants") acceptable to the Owner
Trustee which shall perform the obligations of the
Administrator thereunder. In connection with paragraph (ii)
above, the Accountants will provide prior to August 16, 1999,
a letter in form and substance satisfactory to the Owner
Trustee as to whether any tax withholding is then required
and, if required, the procedures to be followed with respect
thereto to comply with the requirements of the Code. The
Accountants shall be required to update the letter in each
instance that any additional tax withholding is subsequently
required or any previously required tax withholding shall no
longer be required.
(v) 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.
(vi) 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 Owner Trustee of the
proposed action and the Owner Trustee 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;
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(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.
(ii) Notwithstanding anything to the contrary in this
Agreement, the Administrator shall not be obligated to, and
shall not, (x) make any payments to the Noteholders under the
Basic Documents, (y) sell the Trust Estate pursuant to Section
5.04 of the Indenture or (z) take any other action that the
Issuer directs the Administrator not to take on its behalf.
2. RECORDS. The Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books of
account and records shall be accessible for inspection by the Issuer, the Owner
Trustee and the Indenture Trustee at any time during normal business hours upon
reasonable advance written notice.
3. COMPENSATION. As compensation for the performance of the
Administrator's obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to a fee of
$200.00 per month which shall be solely an obligation of the Servicer.
4. ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall, reasonably request.
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,
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from acting as an administrator for any other person or entity, or in a similar
capacity therefor, even though such person or entity may engage in business
activities similar to those of the Issuer, the Owner Trustee or the Indenture
Trustee.
8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.
(a) This Agreement shall continue in force until the
dissolution of the Issuer, upon which event this Agreement shall
automatically terminate.
(b) Subject to Sections 8(e) and 8(f), the Administrator may
resign its duties hereunder by providing the Issuer with at least 30
days, prior written notice.
(c) Subject to Sections 8(e) and 8(f), the Issuer may remove
the Administrator without cause by providing the Administrator with at
least 30 days prior written notice.
(d) Subject to Sections 8(e) and 8(f), at the sole option of
the Issuer, the Administrator may be removed immediately upon written
notice of termination from the Issuer to the Administrator if any of
the following events shall occur:
(i) the Administrator shall fail to perform in any
material respect any of its duties under this Agreement and,
after notice of such default, shall not cure such default
within 10 days (or, if such default cannot be cured in such
time, shall not give within such 10 days such assurance of
timely and complete cure as shall be reasonably satisfactory
to the Issuer);
(ii) the entry of a decree or order by a court or
agency or supervisory authority having jurisdiction in the
premises for the appointment of a trustee in bankruptcy,
conservator, receiver or liquidator for the Administrator (or,
so long as the Administrator is TMCC, the Seller) in any
bankruptcy, insolvency, readjustment of debt, 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.
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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 or the
Certificates.
(g) Subject to Section 8(e) and 8(f), the Administrator
acknowledges that upon the appointment of a Successor Servicer pursuant
to the Sale and Servicing Agreement, the Administrator shall
immediately resign and such Successor Servicer shall automatically
succeed to the rights, duties and obligations of the Administrator
under this Agreement.
9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly upon the
effective date of termination of this Agreement pursuant to Section 8(a) or the
resignation or removal of the Administrator pursuant to Section 8(b), (c) or
(d), 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) or (d), 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 1999-A Owner Trust
In care of: U.S. Bank National Association
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Toyota Auto Receivables 1999-A Owner
Trust
(b) if to the Administrator, to:
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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 1999-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 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 New York, 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.
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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 National Association, not in its individual
capacity but solely in its capacity as Owner Trustee of the Issuer and as
Indenture Trustee under the Indenture and in no event shall U.S. Bank National
Association in its individual capacity or any Owner 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 Noteholders or the
Certificateholders, 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 1999-A OWNER TRUST
By: U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but solely as Owner
Trustee
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but solely as Indenture Trustee
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
TOYOTA MOTOR CREDIT CORPORATION,
as Administrator
By: /s/ Xxxxxx Xxxxx
----------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Vice President and General Manager
U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but solely as Owner Trustee
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
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