ADMINISTRATION AGREEMENT
among
TOYOTA AUTO RECEIVABLES 199_-_ OWNER TRUST,
as Issuer
TOYOTA MOTOR CREDIT CORPORATION,
as Administrator
and
-,
as Indenture Trustee
Dated as of -
TABLE OF CONTENTS
Page
1. Duties of the Administrator............................................3
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......................................................10
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.................................................13
13. Governing Law.........................................................13
14. Headings..............................................................13
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. Third-Party Beneficiary...............................................14
-i-
ADMINISTRATION AGREEMENT dated as of -, among TOYOTA AUTO RECEIVABLES
199_-_ OWNER TRUST, a Delaware business trust (the "Issuer"), TOYOTA MOTOR
CREDIT CORPORATION, a California corporation, as administrator (the
"Administration"), and -, a [Delaware banking corporation], not in its
individual capacity but solely as Indenture Trustee (the "Indenture Trustee").
W I T N E S S E T H:
WHEREAS beneficial ownership interests in the Issuer represented by the
Toyota Auto Receivables 199_-_ Owner Trust -% Asset Backed Certificates (the
"Certificates") have been issued in connection with the formation of the Issuer
pursuant to the Trust Agreement dated as of -(the "Trust Agreement"), between
Toyota Motor Credit Receivables Corporation ("TMCRC"), a California corporation,
as depositor, and -, as owner trustee (the "Owner Trustee"), to the owners
thereof (the "Owners");
WHEREAS the Issuer is issuing the Toyota Auto Receivables 199_-_ Owner
Trust Class A-1 -% Asset Backed Notes, the Toyota Auto Receivables 199_-_ Owner
Trust Class A-2 -% Asset Backed Notes and the Toyota Auto Receivables 199_-_
Owner Trust Class A-3 -% Asset Backed Notes (collectively, the "Notes") pursuant
to the Indenture dated as of - (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 assigned such
terms in the Indenture, the Trust Agreement or the Sale and Servicing Agreement
dated as of -, among the Issuer, TMCC, as servicer, and TMCRC, as seller, 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 Basic Documents;
WHEREAS, pursuant to the Basic Documents, the Issuer and the Indenture
Trustee are required to perform certain duties in connection with the
Certificates, the Notes and the Collateral;
WHEREAS the Issuer and the Indenture Trustee desire to appoint TMCC as
administrator to perform certain of the duties of the Issuer and the Owner
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;
2
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 Depository Agreements and the
Indenture.
(i) The Administrator agrees to perform all its duties as
Administrator and the duties of the Issuer under the Depository
Agreements. In addition, the Administrator shall consult with the
Owner Trustee regarding the duties of the Issuer under the Indenture
and the Depository Agreements. 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
Agreements. 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 Agreements.
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 2.07(c));
(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) ;
3
(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 and 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 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);
4
(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 relating
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, filing
with the Commission, any applicable state agencies and the
Indenture Trustee 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) opening the Trust Accounts, preparing the related
Issuer Orders, Officers' Certificates and Opinions of Counsel
and all other actions necessary with respect to investment and
reinvestment of funds in the Trust Accounts (Sections 8.02 and
8.03);
(W) 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 8.04 and 8.05);
(X) 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);
(Y) executing and delivering new Notes conforming to the
provisions of any supplemental indenture, as appropriate
(Section 9.06);
5
(Z) notifying Noteholders of any redemption of the Notes
or causing the Indenture Trustee to provide such notice
(Section 10.02);
(AA) 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));
(BB) 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));
(CC) 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);
(DD) preparing and delivering to Noteholders and the
Indenture Trustee any agreements with respect to alternate
payment and notice provisions (Section 11.06);
(EE) recording the Indenture, if applicable (Section
11.15); 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 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; and
6
(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 Agreements 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.
(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 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, the obtainment
and maintenance of 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.
7
(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
Section 5.05(a), (b), (c) and (d) of the Trust Agreement with
respect to, among other 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 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 -, 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:
8
(A) the amendment of the Indenture or execution of any
supplement to the Indenture;
(B) the initiation of any claim or lawsuit by the Issuer
and the compromise of any action, claim or lawsuit brought by
or against the Issuer (other than in connection with the
collection of the Receivables);
(C) the amendment, change or modification of any of the
Basic Documents;
(D) the appointment of successor Note Registrars,
successor Paying Agents or successor Indenture Trustees
pursuant to the Indenture or the appointment of successor
Administrators or Successor Servicers, or the consent to the
assignment by the Note Registrar, Paying Agent or Indenture
Trustee of its obligations, under the Indenture; and
(E) the removal of the indenture Trustee.
(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 and the Company at any
time during normal business hours.
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 or the Owner 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 or the Owner Trustee,
and shall not otherwise be or be deemed an agent of the Issuer or the Owner
Trustee.
9
6. No Joint Venture. Nothing contained in this Agreement shall (i)
constitute the Administrator and either of the Issuer or the Owner Trustee as
members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) be construed to impose
any liability as such on any of them or (iii) be deemed to confer on any of them
any express, implied or apparent authority to incur any obligation or liability
on behalf of the others.
7. Other Activities of Administrator. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its or
their sole discretion, from acting as an administrator for any other person or
entity, or in a similar capacity therefor, even though such person or entity may
engage in business activities similar to those of the Issuer, the Owner Trustee
or the Indenture Trustee.
8. Term of Agreement; Resignation and Removal of Administrator.
(a) This Agreement shall continue in force until the dissolution of
the Issuer, upon which event this Agreement shall automatically terminate.
(b) Subject to Section 8(e), the Administrator may resign its duties
hereunder by providing the Issuer with at least 60 days, prior written
notice.
(c) Subject to Section 8(e), the Issuer may remove the Administrator
without cause by providing the Administrator with at least 60 days, prior
written notice.
(d) Subject to Section 8(e), 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 o
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,
10
marshalling of assets and liabilities or similar proceedings of or
relating to the Administrator (or, so long as the Administrator is
TMCC, the Seller) of or relating to substantially all of their
property, or the Administrator (or, so long as the Administrator is
TMCC, the Seller) shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute,
make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations.
The Administrator agrees that if any of the events specified
in clauses (ii) or (iii) of this Section shall occur, it shall give
written notice thereof to the Issuer, the Owner Trustee and the
Indenture Trustee within seven days after the happening of such
event.
(e) No resignation or removal of the Administrator pursuant to this
Section shall be effective until (i) a successor Administrator shall have
been appointed by the Issuer and (ii) such successor Administrator shall
have agreed in writing to be bound by the terms of this Agreement in the
same manner as the Administrator is bound hereunder.
(f) The appointment of any successor Administrator shall be
effective only after each Rating Agency has provided to the Owner Trustee
and the Indenture Trustee written notice that the proposed appointment
will not result in the reduction or withdrawal of any rating then assigned
by such Rating Agency to any Class of Notes 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) or (c),
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) or (c), 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:
11
Toyota Auto Receivables 199_-_ Owner Trust
In care of______________________________________
________________________________________________
________________________________________________
Attention:______________________________________
(b) if to the Administrator, to:
Toyota Motor Credit Corporation
00000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention:______________________________________
(c) if to the Indenture Trustee, to:
________________________________________________
________________________________________________
________________________________________________
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
and the Indenture Trustee, with the written consent of the Owner Trustee,
without the consent of the 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. This Agreement may also be amended by the
Issuer, the Administrator and the Indenture Trustee with the written consent of
the Owner Trustee and the holders of Notes evidencing at least a majority in the
Outstanding Amount of the Notes and the holders of Certificates evidencing at
least a majority of the Certificate Balance for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of Noteholders or the
Certificateholders; provided, however, that no such amendment may (i) increase
or reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on Receivables or distributions that are required to be
made for the benefit of the Noteholders or Certificateholders or (ii) reduce the
aforesaid percentage of the holders of Notes and Certificates which are required
to consent to any such amendment, without the consent of the holders of all the
outstanding Notes and Certificates.
12
12. Successor and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Issuer and the Owner 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 or the Owner 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.
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 TMCC may have in any other capacity.
18. Limitation of Liability of Owner Trustee and Indenture Trustee.
(a) 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 in no event shall _______________ in its individual capacity or
any Owner have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder, as to
all of which recourse shall be had solely to the assets of the Issuer. For
13
all purposes of this Agreement, in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee shall be subject
to, and entitled to the benefits of, the terms and provisions of [Articles
VI, VII and VIII] of the Trust Agreement.
(b) Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by _________________ not in its
individual capacity but solely as Indenture Trustee and in no event shall
_____________________ 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. Third-Party Beneficiary. The Owner Trustee is a third-party
beneficiary to this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party hereto.
14
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 199_-_ OWNER TRUST
By: [Name of Owner Trustee]
not in its individual capacity but solely as Owner
Trustee
By: ____________________________________________________
Name:
Title:
By: [Name of Indenture Trustee]
not in its individual capacity but solely as
Indenture Trustee
By: ____________________________________________________
Name:
Title:
TOYOTA MOTOR CREDIT CORPORATION,
as Administrator
By: ____________________________________________________
Name:
Title:
15
