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
-i-
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 banking
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
7
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;
8
(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,
9
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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