EXHIBIT 4.6
FORM OF ADMINISTRATION AGREEMENT
among
TOYOTA AUTO RECEIVABLES 200_-_ OWNER TRUST,
as Issuer
TOYOTA MOTOR CREDIT CORPORATION,
as Administrator
--------------------------------------,
as Indenture Trustee
and
--------------------------------------,
as Owner Trustee
Dated as of _______, 200_
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..................................10
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.......................................................12
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 _______, 200_, among TOYOTA AUTO
RECEIVABLES 200_-_ OWNER TRUST, a Delaware statutory trust (the "Issuer"),
TOYOTA MOTOR CREDIT CORPORATION, a California corporation, as administrator (the
"Administrator"), ____________, a [Delaware banking corporation] [New York State
banking institution], not in its individual capacity but solely as Indenture
Trustee (the "Indenture Trustee") and ___________, a [Delaware banking
corporation], 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 200_-_ 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 _______, 200_ as amended and
restated by the Amended and Restated Trust Agreement dated as of _______, 200_
(the "Trust Agreement"), between Toyota Auto Finance Receivables LLC ("TAFR
LLC"), a Delaware limited liability company, as depositor, and _____________, as
owner trustee (the "Owner Trustee"), to the owners thereof (the "Owners");
WHEREAS the Issuer is issuing the Toyota Auto Receivables 200_-_ Owner
Trust Class A-1 __% Asset Backed Notes, the Toyota Auto Receivables 200_-_ Owner
Trust Class A-2 __% Asset Backed Notes, the Toyota Auto Receivables 200_-_ Owner
Trust Class A-3 __% Asset Backed Notes, and the Toyota Auto Receivables 200_-_
Owner Trust Class A-4 __% Asset Backed Notes (collectively, the "Notes")
pursuant to the Indenture dated as of _______, 200_ (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 _______, 200_, 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 _______, 200_ (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 Certificates and the Notes, including the Trust
Agreement, [the Sub-Trust Supplement,] the Indenture, this Administration
Agreement, the Sale and Servicing Agreement, [the Revolving Liquidity Note
Agreement,] [the Interest Rate Swap Agreement] and the Operating 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,] the assets
pledged pursuant to the granting clause of the Indenture (the "Collateral") and
the Operating Agreement;
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 Note Depository Agreement. In furtherance of
the foregoing, the Administrator shall take all appropriate action that
is the duty of the Issuer to take pursuant to the Indenture including,
without limitation, such of the foregoing as are required with respect
to the following matters under the Indenture (references are to
sections of the Indenture):
(A) causing the Note Register to be kept and giving the
Indenture Trustee notice of any appointment of a new Note
Registrar and the location, or change in location, of the Note
Register (Section 2.04);
(B) preparing the notification to Noteholders of the
final principal payment on their Notes (Section 2.07(b));
(C) fixing or causing to be fixed any specified record
date and the notification of the Indenture Trustee and Noteholders
with respect to special payment dates, if any (Section 5.04(d));
(D) preparing or obtaining the documents and instruments
required for the proper authentication of Notes and delivering the
same to the Indenture Trustee (Section 2.02);
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(E) [approving the form and substance of an Opinion of
Counsel or a representation letter of the transferee in connection
with the transfer of the Class A-1 Notes (Section 2.04(b));]
(F) [directing the Indenture Trustee to retain from
amounts otherwise distributable to the Noteholders sufficient
funds for the payment of any tax that is legally owed by the Trust
(Section 2.07(c));]
(G) preparing, obtaining and/or filing of all
instruments, opinions and certificates and other documents
required for the release of collateral (Section 2.09) ;
(H) causing newly appointed Paying Agents, if any, to
deliver to the Indenture Trustee the instrument specified in the
Indenture regarding funds held in trust (Section 3.03);
(I) directing the Indenture Trustee to deposit moneys
with Paying Agents, if any, other than the Indenture Trustee
(Section 3.03);
(J) obtaining and preserving the Issuer's qualification
to do business in each jurisdiction in which such qualification is
or shall be necessary to protect the validity and enforceability
of the Indenture, the Notes, the Collateral and each other
instrument and agreement included in the Trust Estate (Section
3.04);
(K) preparing and filing all supplements, amendments,
financing statements, continuation statements, instruments of
further assurance and other instruments, in accordance with
Section 3.05 of the Indenture, necessary to protect the Trust
Estate (Section 3.05);
(L) delivering the required Opinions of Counsel on the
Closing Date and annually, in accordance with Section 3.06 of the
Indenture, and delivering the annual Officers' Certificates and
certain other statements as to compliance with the Indenture, in
accordance with Section 3.09 of the Indenture (Sections 3.06 and
3.09);
(M) identifying to the Indenture Trustee in an Officers'
Certificate any Person with whom the Issuer has contracted to
perform its duties under the Indenture (Section 3.07(b));
(N) notifying the Indenture Trustee and the Rating
Agencies of any Servicer Default pursuant to the Sale and
Servicing Agreement and, if such Servicer Default arises from the
failure of the Servicer to perform any of its duties under the
Sale and Servicing Agreement, taking all reasonable steps
available to remedy such failure (Section 3.07(d));
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(O) preparing and obtaining documents and instruments
required for the release of the Issuer from its obligations under
the Indenture (Section 3.10(b));
(P) delivering notice to the Indenture Trustee of each
Event of Default and each other default by the Servicer or the
Seller under the Sale and Servicing Agreement (Section 3.19);
(Q) monitoring the Issuer's obligations as to the
satisfaction and discharge of the Indenture and the preparation of
an Officer's Certificate and obtaining the Opinion of Counsel and
the Independent Certificate (as defined in the Indenture) related
thereto (Section 4.01);
(R) complying with any written directive of the
Indenture Trustee with respect to the provision of relevant
information and reasonable assistance with respect to the
execution, delivery, filing and recordation of relevant transfer
documentation and the delivery of related records and files, in
connection with any sale by the Indenture Trustee of any portion
of the Trust Estate in connection with any Event of Default
(Section 5.04);
(S) preparing notice to Noteholders of any removal of
the Indenture Trustee and the appointment of a successor Indenture
Trustee for delivery to Noteholders by the successor Indenture
Trustee (Section 6.08);
(T) preparing all written instruments required to
confirm the authority of any co-trustee or separate trustee and
any written instruments necessary in connection with the
resignation or removal of any co-trustee or separate trustee
(Sections 6.08 and 6.10);
(U) [providing to the Rating Agencies copies of any
amendment or supplement to the Interest Rate Swap Agreement
(Section 6.14(c));]
(V) [notifying the Swap Counterparty of any proposed
amendment or supplement to any of the Basic Documents (Section
6.14(d));]
(W) causing the Note Registrar to furnish to the
Indenture Trustee the names and addresses of Noteholders during
any period when the Indenture Trustee is not the Note Registrar
(Section 7.01);
(X) preparing and, after execution by the Issuer and the
Indenture Trustee, filing with the Commission and any applicable
state agencies of documents required to be filed on a periodic
basis with the Commission and any applicable state agencies
(including any summaries thereof required by rules and regulations
prescribed thereby), and providing such documents to the Indenture
Trustee for delivery to the Noteholders (Section 7.03);
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(Y) [preparing and, after execution by the Indenture
Trustee, providing to the Indenture Trustee for delivery to
Noteholders and filing with the Commission, any reports required
by TIA Sections 313(a), (b) and (c); provided, that the
Administrator will not be required to prepare reports required by
TIA Sections 313(a)(1) and (a)(2) unless specifically directed in
writing to do so by the Indenture Trustee and the Indenture
Trustee provides the Administrator with all information necessary
to prepare such reports (Section 7.04);]
(Z) preparing the related Issuer Orders and all other
actions necessary with respect to investment and reinvestment of
funds in the Trust Accounts (Section 8.04);
(AA) preparing any Issuer Request and Officers'
Certificates and obtaining any Opinions of Counsel and Independent
Certificates necessary for the release of the Trust Estate
(Sections 8.05 and 8.06);
(BB) preparing Issuer Orders and obtaining Opinions of
Counsel with respect to the execution of any supplemental
indentures, preparing notices to the Noteholders with respect
thereto and furnishing such notices to the Indenture Trustee for
delivery to Noteholders (Sections 9.01, 9.02 and 9.03);
(CC) preparing new Notes conforming to the provisions of
any supplemental indenture, as appropriate and delivering such
Notes to the 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);
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(II) causing the recording of the Indenture, if
applicable (Section 11.14); and
(ii) The Administrator also will:
(A) pay the Indenture Trustee from time to time the
reasonable compensation provided for in the Indenture with respect
to services rendered by the Indenture Trustee under the Indenture
(which compensation shall not be limited by any provision of law
in regard to the compensation of a Trustee of an express trust);
(B) reimburse the Indenture Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or
made by the Indenture Trustee in accordance with any provision of
the Indenture (including the reasonable compensation, expenses and
disbursements of its agents and counsel) to the extent the
Indenture Trustee is entitled to such reimbursement by the Issuer
under the Indenture;
(C) indemnify the Indenture Trustee for, and hold it
harmless against, any losses, liability or expense incurred
without negligence or bad faith on the part of the Indenture
Trustee, arising out of or in connection with the acceptance or
administration of the trusts and duties contemplated by the
Indenture, including the reasonable costs and expenses of
defending itself against any claim or liability in connection
therewith, to the extent the Indenture Trustee is entitled to such
indemnification from the Issuer under the Indenture; 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;
and
(E) [indemnify the Delaware Co-trustee for, and hold it
harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Delaware Co-trustee,
arising out of or in connection with the acceptance or
administration of the transactions contemplated by the Trust
Agreement, including the reasonable costs and expenses of
defending itself against any claim or liability in connection with
the exercise or performance of any of their powers or duties under
the Trust Agreement to the extent the Delaware Co-trustee is
entitled to such indemnification under Section 11.05 of the Trust
Agreement.]
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(b) [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) Duties under Operating Agreement.
(i) The Administrator shall instruct the Owner Trustee as to
whether the Owner Trustee shall decline to renew the Operating Agreement for
each additional one (1) year period by providing advance written notice to
the Owner Trustee 30 days prior to the Renewal Date (as defined in the
Operating Agreement).
(ii) [The Administrator shall determine whether to accept a
purchase offer from Toyota Motor Credit Corporation for the Sub-Trust
Assets.]
(d) Additional Duties.
(i) In addition to the duties of the Administrator set forth
above, the Administrator shall perform such calculations, and shall prepare
for execution by the Issuer or the Owner Trustee or shall cause the
preparation by other appropriate persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of
the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the
Basic Documents, and at the request of the Owner Trustee shall take all
appropriate action with respect thereto, other than delivery thereof to
Noteholders or the Certificateholder, that is the duty of the Issuer or the
Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5
of this Agreement, and in accordance with the reasonable written directions
of the Owner Trustee, the Administrator shall administer, perform or
supervise the performance of such other activities in connection with the
Collateral (including the Basic Documents) as are not covered by any of the
foregoing provisions and as are expressly requested by the Owner Trustee and
are reasonably within the capability of the Administrator. [Such
responsibilities shall include, 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.]
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(ii) Notwithstanding anything in this Agreement or the Basic
Documents to the contrary, the Administrator shall be responsible for
promptly notifying the Owner Trustee in the event that any withholding tax
is imposed on the Issuer's payments (or allocations of income) to the
Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement.
Any such notice shall specify the amount of any withholding tax required to
be withheld by the Owner Trustee pursuant to such provision.
(iii) Notwithstanding anything in this Agreement or the Basic
Documents to the contrary, the Administrator shall be responsible for
performance of the duties of the Owner Trustee set forth in Sections
5.04(a), (b), (c) and (d) of the Trust Agreement with respect to, among
other things, accounting and reports to the Certificateholder.
(iv) The Administrator shall perform the duties of the
Administrator specified in Section 10.02 of the Trust Agreement required to
be performed in connection with the resignation or removal of the Owner
Trustee, and any other duties expressly required to be performed by the
Administrator under the Trust Agreement.
(v) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter into
transactions with or otherwise deal with any of its Affiliates; provided,
however, that the terms of any such transactions or dealings shall be in
accordance with any directions received from the Issuer and shall be, in the
Administrator's opinion, no less favorable to the Issuer than would be
available from unaffiliated parties.
(e) 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;
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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 (as to which
the Owner Trustee, but not the Indenture Trustee, will receive
notice and opportunity to object).
(ii) Notwithstanding anything to the contrary in this Agreement,
the Administrator shall not be obligated to, and shall not, (x) make any
payments to the Noteholders under the Basic Documents, (y) sell the Trust
Estate pursuant to Section 5.04 of the Indenture or (z) take any other
action that the Issuer directs the Administrator not to take on its behalf.
2. Records. The Administrator shall maintain appropriate books of account
and records relating to services performed hereunder, which books of account and
records shall be accessible for inspection by the Issuer, the Owner Trustee and
the Indenture Trustee at any time during normal business hours upon reasonable
advance written notice.
3. Compensation. As compensation for the performance of the Administrator's
obligations under this Agreement and as reimbursement for its expenses related
thereto, the Administrator shall be entitled to a fee of $__ 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.
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7. Other Activities of Administrator. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its or
their sole discretion, from acting as an administrator for any other person or
entity, or in a similar capacity therefor, even though such person or entity may
engage in business activities similar to those of the Issuer, the Owner Trustee
or the Indenture Trustee.
8. Term of Agreement; Resignation and Removal of Administrator.
(a) This Agreement shall continue in force until the dissolution of the
Issuer, upon which event this Agreement shall automatically terminate.
(b) Subject to Sections 8(e) and 8(f), the Administrator may resign its
duties hereunder by providing the Issuer with at least 30 days, prior written
notice.
(c) Subject to Sections 8(e) and 8(f), the Issuer may remove the
Administrator without cause by providing the Administrator with at least 30 days
prior written notice.
(d) Subject to Sections 8(e) and 8(f), at the sole option of the
Issuer, the Administrator may be removed immediately upon written notice of
termination from the Issuer to the Administrator if any of the following events
shall occur:
(i) the Administrator shall fail to perform in any material
respect any of its duties under this Agreement and, after notice of such
default, shall not cure such default within __ days (or, if such default
cannot be cured in such time, shall not give within such __ 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 __ 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.
(g) Subject to Section 8(e) and 8(f), the Administrator acknowledges
that upon the appointment of a Successor Servicer pursuant to the Sale and
Servicing Agreement, the Administrator shall immediately resign and such
Successor Servicer shall automatically succeed to the rights, duties and
obligations of the Administrator under this Agreement.
9. Action upon Termination, Resignation or Removal. Promptly upon the
effective date of termination of this Agreement pursuant to Section 8(a) or the
resignation or removal of the Administrator pursuant to Section 8(b), (c), (d)
or (g), respectively, the Administrator shall be entitled to be paid all fees
and reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such termination
pursuant to Section 8(a) deliver to or to the order of the Issuer all property
and documents of or relating to the Collateral then in the custody of the
Administrator. In the event of the resignation or removal of the Administrator
pursuant to Section 8(b), (c), (d) or (g), respectively, the Administrator shall
cooperate with the Issuer and take all reasonable steps requested to assist the
Issuer in making an orderly transfer of the duties of the Administrator.
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 200_-_ Owner Trust
In care of:
Attention:
(b) if to the Administrator, to:
Toyota Motor Credit Corporation
00000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention:
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(c) if to the Indenture Trustee, to:
----------------------------------
In care of:
Attention:
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.
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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 ______________, not in its individual capacity but solely
in its capacity as Owner Trustee of the Issuer, and by _______________, not in
its individual capacity but solely in its capacity as Indenture Trustee under
the Indenture. In no event shall _______________, in its individual capacity,
__________________, in its individual capacity, or the Certificateholder have
any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder or in any of the certificates, notices
or agreements delivered pursuant hereto, as to all of which recourse shall be
had solely to the assets of the Issuer.
19. Limitation on Liability of Administrator. Neither the Administrator nor
any of the directors, officers, employees or agents of the Administrator shall
be under any liability to the Seller, the Issuer, the Owner Trustee, the
Indenture Trustee, the Noteholders or the Certificateholder, except as provided
under this Administration Agreement, for any action taken or for refraining from
the taking of any action pursuant to this Administration Agreement or for errors
in judgment; provided, however, that this provision shall not protect the
Administrator or any such person against any liability that would otherwise be
imposed by reason of willful misfeasance, bad faith or negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties under this Administration Agreement. The Administrator and any director,
officer, employee or agent of the Administrator may rely in good faith on any
document of any kind prima facie properly executed and submitted by any person
respecting any matters arising under this Administration Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
TOYOTA AUTO RECEIVABLES 200_-_ OWNER TRUST
By:
-----------------------------------------
not in its individual capacity but
solely as Owner Trustee
By:
-----------------------------------------
Name:
Title:
TOYOTA MOTOR CREDIT CORPORATION,
as Administrator
By:
-----------------------------------------
Name:
Title:
--------------------------------------------
not in its individual capacity but solely as
Indenture Trustee
By:
-----------------------------------------
Name:
Title:
--------------------------------------------
not in its individual capacity but solely as
Owner Trustee
By:
-----------------------------------------
Name:
Title:
S-1
