<PAGE>
EXHIBIT 4.6
FORM OF ADMINISTRATION AGREEMENT
among
TOYOTA AUTO RECEIVABLES 200_-_ OWNER TRUST,
as Issuer
TOYOTA MOTOR CREDIT CORPORATION,
as Administrator
and
o,
as Indenture Trustee
Dated as of o
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C> <C>
1. Duties of the Administrator.....................................................................1
2. Records.........................................................................................6
3. Compensation....................................................................................6
4. Additional Information to be Furnished to the Issuer ...........................................7
5. Independence of the Administrator...............................................................7
6. No Joint Venture................................................................................7
7. Other Activities of Administrator...............................................................7
8. Term of Agreement; Resignation and Removal of Administrator.....................................7
9. Action upon Termination, Resignation or Removal.................................................8
10. Notices.........................................................................................9
11. Amendments......................................................................................9
12. Successor and Assigns...........................................................................10
13. Governing Law...................................................................................10
14. Headings........................................................................................10
15. Counterparts....................................................................................10
16. Severability of Provisions......................................................................10
17. Not Applicable to TMCC in Other Capacities......................................................10
18. Limitation of Liability of Owner Trustee and Indenture Trustee..................................10
19. Third-Party Beneficiary.........................................................................11
</TABLE>
i
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ADMINISTRATION AGREEMENT dated as of o, among TOYOTA AUTO RECEIVABLES
200_-_ OWNER TRUST, a Delaware business trust (the "Issuer"), TOYOTA MOTOR
CREDIT CORPORATION, a California corporation, as administrator (the
"Administration"), and o, 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 200_-_ Owner Trust o% Asset Backed Certificates (the
"Certificates") have been issued in connection with the formation of the Issuer
pursuant to the Trust Agreement dated as of o (the "Trust Agreement"), between
Toyota Motor Credit Receivables Corporation ("TMCRC"), a California corporation,
as depositor, and o, 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-1o% Asset Backed Notes, the Toyota Auto Receivables 200_-_ Owner
Trust Class A-2 o% Asset Backed Notes and the Toyota Auto Receivables 200_-_
Owner Trust Class A-3 o% Asset Backed Notes (collectively, the "Notes") pursuant
to the Indenture dated as of o (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 o, 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;
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.
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(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 in struments,
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);
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(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);
(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);
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(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);
(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);
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(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
(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
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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.
(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 o, 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.
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(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;
(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.
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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 $o 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.
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:
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(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 o 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 o consecutive days; or
(iii) the consent by the Administrator (or, so long as the
Administrator is TMCC, the Seller) to the appointment of a trustee in
bankruptcy, conservator or receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Administrator
(or, so long as the Administrator is TMCC, the Seller) of or relating
to substantially all of their property, or the Administrator (or, so
long as the Administrator is TMCC, the Seller) shall admit in writing
its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations.
The Administrator agrees that if any of the events specified in clauses
(ii) or (iii) of this Section shall occur, it shall give written notice thereof
to the Issuer, the Owner Trustee and the Indenture Trustee within seven days
after the happening of such event.
(e) No resignation or removal of the Administrator pursuant to this
Section shall be effective until (i) a successor Administrator shall have
been appointed by the Issuer and (ii) such successor Administrator shall
have agreed in writing to be bound by the terms of this Agreement in the
same manner as the Administrator is bound hereunder.
(f) The appointment of any successor Administrator shall be effective
only after each Rating Agency has provided to the Owner Trustee and the
Indenture Trustee written notice that the proposed appointment will not
result in the reduction or withdrawal of any rating then assigned by such
Rating Agency to any Class of Notes 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.
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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
Toyota Auto Receivables 200_-_ Owner Trust
In care of
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
Attention:
----------------------------------------
(b) if to the Administrator, to
Toyota Motor Credit Corporation
19001 South Western Avenue
Torrance, California 90509
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
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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. 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.
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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
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.
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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: [Name of Owner Trustee]
not in its individual capacity
but solely as Owner Trustee,
By:
------------------------------
Name:
Title:
[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:
13
