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Exhibit 4.5
ADMINISTRATION AGREEMENT
among
TOYOTA AUTO RECEIVABLES 2000-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 June 1, 2000
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<TABLE>
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TABLE OF CONTENTS
PAGE
<S> <C> <C>
1. Duties of the Administrator.............................................2
2. Records.................................................................8
3. Compensation............................................................8
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.............9
9. Action upon Termination, Resignation or Removal........................10
10. Notices................................................................11
11. Amendments.............................................................11
12. Successor and Assigns..................................................11
13. Governing Law..........................................................12
14. Headings...............................................................12
15. Counterparts...........................................................12
16. Severability of Provisions.............................................12
17. Not Applicable to TMCC in Other Capacities.............................12
18. Limitation of Liability of Owner Trustee and Indenture Trustee.........12
19. Limitation on Liability of Administrator...............................12
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-i-
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ADMINISTRATION AGREEMENT dated as of June 1, 2000, among TOYOTA AUTO
RECEIVABLES 2000-A OWNER TRUST, a Delaware business trust (the "Issuer"), TOYOTA
MOTOR CREDIT CORPORATION, a California corporation, as administrator (the
"Administrator"), U.S. Bank National Association, a national baking association,
not in its individual capacity but solely as Indenture Trustee (the "Indenture
Trustee") and U.S. Bank National Association, a national banking association,
not in its individual capacity but solely as Owner Trustee (the "Owner
Trustee").
W I T N E S S E T H:
WHEREAS, a beneficial ownership interest in the Issuer represented by
the Toyota Auto Receivables 2000-A Owner Trust Asset Backed Certificate (the
"Certificate") has been issued in connection with the formation of the Issuer
pursuant to the Amended and Restated Trust Agreement dated as of June 1, 2000
(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 2000-A Owner
Trust $374,106,000 6.83375% Asset Backed Notes, Class A-1, the Toyota Auto
Receivables 2000-A Owner Trust $305,000,000 7.12% Asset Backed Notes Class A-2,
the Toyota Auto Receivables 2000-A Owner Trust $523,000,000 7.18% Asset Backed
Notes, Class A-3 and the Toyota Auto Receivables 2000-A Owner Trust $277,079,000
7.21% Asset Backed Notes Class A-4 (collectively, the "Notes") pursuant to the
Indenture dated as of June 1, 2000 (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 June 1, 2000, 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, TMCC and TMCRC have entered into the Receivables Purchase
Agreement, dated as of June 1, 2000 (the "Receivables Purchase Agreement"), by
and among TMCC, as seller, and TMCRC, as purchaser,
WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Certificate and the Notes, including 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 Certificate, 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
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Indenture Trustee under the Basic Documents and to provide such additional
services consistent with the terms of this Agreement and the Basic Documents
as the Issuer and the Owner Trustee may from time to time request; and
WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
1. DUTIES OF THE ADMINISTRATOR.
(a) Duties with respect to the Note Depository Agreement
and the Indenture.
(i) The Administrator agrees to perform all its
duties as Administrator and the duties of the Issuer under the Note
Depository Agreement. In addition, the Administrator shall consult with
the Owner Trustee regarding the duties of the Issuer under the
Indenture and the Note Depository Agreement. The Administrator shall
monitor the performance of the Issuer and shall advise the Owner
Trustee when action by the Issuer or the Owner Trustee is necessary to
comply with the Issuer's duties under the Indenture and the Note
Depository Agreement. The Administrator shall prepare for execution by
the Issuer or shall cause the preparation by other appropriate persons
of all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Issuer to prepare, file or
deliver pursuant to the Indenture and the Depository Agreement. In
furtherance of the foregoing, the Administrator shall take all
appropriate action that is the duty of the Issuer to take pursuant to
the Indenture including, without limitation, such of the foregoing as
are required with respect to the following matters under the Indenture
(references are to sections of the Indenture):
(A) causing the Note Register to be kept and
giving the Indenture Trustee notice of any appointment of a
new Note Registrar and the location, or change in location, of
the Note Register (Section 2.04);
(B) preparing the notification to
Noteholders of the final principal payment on their Notes
(Section 2.07(b));
(C) fixing or causing to be fixed any
specified record date and the notification of the Indenture
Trustee and Noteholders with respect to special payment dates,
if any (Section 5.04(d));
(D) preparing or obtaining the documents and
instruments required for the proper authentication of Notes
and delivering the same to the Indenture Trustee (Section
2.02);
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(E) approving the form and substance of an
Opinion of Counsel or a representation letter of the
transferee in connection with the transfer of the Class A-1
Notes (Section 2.04(b));
(F) directing the Indenture Trustee to
retain from amounts otherwise distributable to the Noteholders
sufficient funds for the payment of any tax that is legally
owed by the Trust (Section 2.07(c));
(G) preparing, obtaining and/or filing of
all instruments, opinions and certificates and other documents
required for the release of collateral (Section 2.09);
(H) causing newly appointed Paying Agents,
if any, to deliver to the Indenture Trustee the instrument
specified in the Indenture regarding funds held in trust
(Section 3.03);
(I) directing the Indenture Trustee to
deposit moneys with Paying Agents, if any, other than the
Indenture Trustee (Section 3.03);
(J) obtaining and preserving the Issuer's
qualification to do business in each jurisdiction in which
such qualification is or shall be necessary to protect the
validity and enforceability of the Indenture, the Notes, the
Collateral and each other instrument and agreement included in
the Trust Estate (Section 3.04);
(K) preparing all supplements, amendments,
financing statements, continuation statements, instruments of
further assurance and other instruments, in accordance with
Section 3.05 of the Indenture, necessary to protect the Trust
Estate (Section 3.05);
(L) delivering the required Opinions of
Counsel on the Closing Date and annually, in accordance with
Section 3.06 of the Indenture, and delivering the annual
Officers' Certificates and certain other statements as to
compliance with the Indenture, in accordance with Section 3.09
of the Indenture (Sections 3.06 and 3.09);
(M) identifying to the Indenture Trustee in
an Officers' Certificate any Person with whom the Issuer has
contracted to perform its duties under the Indenture (Section
3.07(b));
(N) notifying the Indenture Trustee and the
Rating Agencies of any Servicer Default pursuant to the Sale
and Servicing Agreement and, if such Servicer Default arises
from the failure of the Servicer to perform any of its duties
under the Sale and Servicing Agreement, taking all reasonable
steps available to remedy such failure (Section 3.07(d));
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(O) preparing and obtaining documents and
instruments required for the release of the Issuer from its
obligations under the Indenture (Section 3.10(b));
(P) delivering notice to the Indenture
Trustee of each Event of Default and each other default by the
Servicer or the Seller under the Sale and Servicing Agreement
(Section 3.19);
(Q) monitoring the Issuer's obligations as
to the satisfaction and discharge of the Indenture and the
preparation of an Officer's Certificate and obtaining the
Opinion of Counsel and the Independent Certificate (as defined
in the Indenture) related thereto (Section 4.01);
(R) complying with any written directive of
the Indenture Trustee with respect to the provision of
relevant information and reasonable assistance with respect to
the execution, delivery, filing and recordation of relevant
transfer documentation and the delivery of related records and
files, in connection with any sale by the Indenture Trustee of
any portion of the Trust Estate in connection with any Event
of Default (Section 5.04);
(S) preparing notice to Noteholders of any
removal of the Indenture Trustee and the appointment of a
successor Indenture Trustee for delivery to Noteholders by the
successor Indenture Trustee (Section 6.08);
(T) preparing all written instruments
required to confirm the authority of any co-trustee or
separate trustee and any written instruments necessary in
connection with the resignation or removal of any co-trustee
or separate trustee (Sections 6.08 and 6.10);
(U) causing the Note Registrar to furnish to
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);
(V) preparing and, after execution by the
Issuer and the Indenture Trustee, filing with the Commission
and any applicable state agencies of documents required to be
filed on a periodic basis with the Commission and any
applicable state agencies (including any summaries thereof
required by rules and regulations prescribed thereby), and
providing such documents to the Indenture Trustee for delivery
to the Noteholders (Section 7.03);
(W) preparing and, after execution by the
Indenture Trustee, providing to the Indenture Trustee for
delivery to Noteholders and filing with the Commission, any
reports required by TIA Sections 313(a), (b) and (c);
provided, that the Administrator will not be required to
prepare reports required by TIA Sections 313(a)(1) and (a)(2)
unless specifically directed in writing to do so by
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the Indenture Trustee and the Indenture Trustee provides the
Administrator with all information necessary to prepare such
reports (Section 7.04);
(X) 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);
(Y) 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);
(Z) preparing Issuer Orders and obtaining
Opinions of Counsel with respect to the execution of any
supplemental indentures, preparing notices to the Noteholders
with respect thereto and furnishing such notices to the
Indenture Trustee for delivery to Noteholders (Sections 9.01,
9.02 and 9.03);
(AA) preparing new Notes conforming to the
provisions of any supplemental indenture, as appropriate and
delivering such Notes to the Indenture Trustee for execution
and authentication (Section 9.07);
(BB) preparing forms of notices to
Noteholders of any redemption of the Notes and furnishing such
notices to the Indenture Trustee for delivery to Noteholders
(Section 10.02);
(CC) preparing or obtaining all Officers'
Certificates, Opinions of Counsel and Independent Certificates
with respect to any requests by the Issuer or the Indenture
Trustee to take any action under the Indenture (Section
11.01(a));
(DD) 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));
(EE) 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);
(FF) preparing and delivering to the
Indenture Trustee for delivery to Noteholders any agreements
with respect to alternate payment and notice provisions
(Section 11.06);
(GG) causing the recording of the Indenture,
if applicable (Section 11.14); and
(ii) The Administrator also will:
(A) pay the Indenture Trustee from time to
time the reasonable compensation provided for in the Indenture
with respect to services rendered by
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the Indenture Trustee under the Indenture (which compensation
shall not be limited by any provision of law in regard to the
compensation of a Trustee of an express trust);
(B) reimburse the Indenture Trustee upon its
request for all reasonable expenses, disbursements and
advances incurred or made by the Indenture Trustee in
accordance with any provision of the Indenture (including the
reasonable compensation, expenses and disbursements of its
agents and counsel) to the extent the Indenture Trustee is
entitled to such reimbursement by the Issuer under the
Indenture;
(C) indemnify the Indenture Trustee for, and
hold it harmless against, any losses, liability or expense
incurred without negligence or bad faith on the part of the
Indenture Trustee, arising out of or in connection with the
acceptance or administration of the trusts and duties
contemplated by the Indenture, including the reasonable costs
and expenses of defending itself against any claim or
liability in connection therewith, to the extent the Indenture
Trustee is entitled to such indemnification from the Issuer
under the Indenture;
(D) indemnify the Owner Trustee for, and
hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on the part of the
Owner Trustee, arising out of or in connection with the
acceptance or administration of the transactions contemplated
by the Trust Agreement, the Indenture, the Note Depository
Agreement or this Administration Agreement, including the
reasonable costs and expenses of defending itself against any
claim or liability in connection with the exercise or
performance of any of their powers or duties under the Trust
Agreement to the extent the Owner Trustee is entitled to such
indemnification under Section 8.02 of the Trust Agreement; and
(E) indemnify the Delaware Co-trustee for,
and hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on the part of the
Delaware Co-trustee, arising out of or in connection with the
acceptance or administration of the transactions contemplated
by the Trust Agreement, including the reasonable costs and
expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of their
powers or duties under the Trust Agreement to the extent the
Delaware Co-trustee is entitled to such indemnification under
Section 11.05 of the Trust Agreement.
(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
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Basic Documents, and at the request of the Owner Trustee shall take all
appropriate action with respect thereto, other than delivery thereof to
Noteholders or the Certificateholder, that is the duty of the Issuer or
the Owner Trustee to take pursuant to the Basic Documents. Subject to
Section 5 of this Agreement, and in accordance with the reasonable
written directions of the Owner Trustee, the Administrator shall
administer, perform or supervise the performance of such other
activities in connection with the Collateral (including the Basic
Documents) as are not covered by any of the foregoing provisions and as
are expressly requested by the Owner Trustee and are reasonably within
the capability of the Administrator. Such responsibilities shall
include, obtaining and maintaining any licenses required to be obtained
or maintained by the Trust under the Pennsylvania Motor Vehicle Sales
Finance Act and the Maryland Financial Institutions Code. 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 and the Maryland Financial Institutions Code
that would affect the duties or obligations of the Indenture Trustee,
or the Owner Trustee under any Basic Document and shall assist the
Indenture Trustee or the Owner Trustee in obtaining and maintaining any
licenses required to be obtained or maintained by the Indenture Trustee
or the Owner Trustee thereunder. In connection therewith, the
Administrator shall pay all fees and expenses of obtaining and
maintaining any such licenses under such Act and Code.
(ii) Notwithstanding anything in this Agreement or
the Basic Documents to the contrary, the Administrator shall be
responsible for promptly notifying the Owner Trustee in the event that
any withholding tax is imposed on the Issuer's payments (or allocations
of income) to the Certificateholder as contemplated in Section 5.02(c)
of the Trust Agreement. Any such notice shall specify the amount of any
withholding tax required to be withheld by the Owner Trustee pursuant
to such provision.
(iii) Notwithstanding anything in this Agreement or
the Basic Documents to the contrary, the Administrator shall be
responsible for performance of the duties of the Owner Trustee set
forth in Sections 5.04(a), (b), (c) and (d) of the Trust Agreement with
respect to, among other things, accounting and reports to the
Certificateholder.
(iv) The Administrator shall perform the duties of
the Administrator specified in Section 10.02 of the Trust Agreement
required to be performed in connection with the resignation or removal
of the Owner Trustee, and any other duties expressly required to be
performed by the Administrator under the Trust Agreement.
(v) In carrying out the foregoing duties or any of
its other obligations under this Agreement, the Administrator may enter
into transactions with or otherwise deal with any of its Affiliates;
provided, however, that the terms of any such transactions or dealings
shall be in accordance with any directions received from the Issuer and
shall be, in the Administrator's opinion, no less favorable to the
Issuer than would be available from unaffiliated parties.
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(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
Indenture Trustee or the Owner Trustee, as applicable, of the proposed
action and the Indenture Trustee or the Owner Trustee, as applicable,
shall not have withheld consent or provided an alternative direction.
For the purpose of the preceding sentence, "non-ministerial matters"
shall include, without limitation:
(A) the amendment of the Indenture or
execution of any supplement to the Indenture;
(B) the initiation of any claim or lawsuit
by the Issuer and the compromise of any action, claim or
lawsuit brought by or against the Issuer (other than in
connection with the collection of the Receivables);
(C) the amendment, change or modification of
any of the Basic Documents;
(D) the appointment of successor Note
Registrars, successor Paying Agents or successor Indenture
Trustees pursuant to the Indenture or the appointment of
successor Administrators or Successor Servicers, or the
consent to the assignment by the Note Registrar, Paying Agent
or Indenture Trustee of its obligations, under the Indenture;
and
(E) the removal of the Indenture Trustee (as
to which the Owner Trustee, but not the Indenture Trustee,
will receive notice and opportunity to object).
(ii) Notwithstanding anything to the contrary in this
Agreement, the Administrator shall not be obligated to, and shall not,
(x) make any payments to the Noteholders under the Basic Documents, (y)
sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z)
take any other action that the Issuer directs the Administrator not to
take on its behalf.
2. RECORDS. The Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books of
account and records shall be accessible for inspection by the Issuer, the Owner
Trustee and the Indenture Trustee at any time during normal business hours upon
reasonable advance written notice.
3. COMPENSATION. As compensation for the performance of the
Administrator's obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to a fee of
$200.00 per month which shall be solely an obligation of the Servicer.
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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, 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);
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(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.
The Administrator agrees that if any of the events
specified in clauses (ii) or (iii) of this Section shall occur, it
shall give written notice thereof to the Issuer, the Owner Trustee and
the Indenture Trustee within seven days after the happening of such
event.
(e) No resignation or removal of the Administrator pursuant to
this Section shall be effective until (i) a successor Administrator shall have
been appointed by the Issuer and (ii) such successor Administrator shall have
agreed in writing to be bound by the terms of this Agreement in the same manner
as the Administrator is bound hereunder.
(f) The appointment of any successor Administrator shall be
effective only after each Rating Agency has provided to the Owner Trustee and
the Indenture Trustee written notice that the proposed appointment will not
result in the reduction or withdrawal of any rating then assigned by such Rating
Agency to any Class of Notes.
(g) Subject to Section 8(e) and 8(f), the Administrator
acknowledges that upon the appointment of a Successor Servicer pursuant to the
Sale and Servicing Agreement, the Administrator shall immediately resign and
such Successor Servicer shall automatically succeed to the rights, duties and
obligations of the Administrator under this Agreement.
9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly upon the
effective date of termination of this Agreement pursuant to Section 8(a) or the
resignation or removal of the Administrator pursuant to Section 8(b), (c), (d)
or (g), respectively, the Administrator shall be entitled to be paid all fees
and reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such termination
pursuant to Section 8(a) deliver to or to the order of the Issuer all property
and documents of or relating to the Collateral then in the custody of the
Administrator. In the event of the resignation
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or removal of the Administrator pursuant to Section 8(b), (c), (d) or (g),
respectively, the Administrator shall cooperate with the Issuer and take all
reasonable steps requested to assist the Issuer in making an orderly transfer of
the duties of the Administrator.
10. NOTICES. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:
(a) if to the Issuer or the Owner Trustee, to:
Toyota Auto Receivables 2000-A Owner Trust
In care of: U.S. Bank National Association
111 East Wacker Drive, Suite 3000
Chicago, Illinois 60601
Attention: Toyota Auto Receivables 2000-A Owner Trust
(b) if to the Administrator, to:
Toyota Motor Credit Corporation
19001 South Western Avenue
Torrance, California 90509
Attention: Treasury Department, Vice President,
Treasury
(c) if to the Indenture Trustee, to:
U.S. Bank National Association
111 East Wacker Drive, Suite 3000
Chicago, Illinois 60601
Attention: Toyota Auto Receivables 2000-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
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the Administrator is bound hereunder. Notwithstanding the foregoing, this
Agreement may be assigned by the Administrator without the consent of the
Issuer, the Owner Trustee and the Indenture Trustee to a corporation or other
organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator, provided that such successor organization executes
and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an
agreement in which such corporation or other organization agrees to be bound
hereunder by the terms of said assignment in the same manner as the
Administrator is bound hereunder. Subject to the foregoing, this Agreement shall
bind any successors or assigns of the parties hereto.
13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
14. HEADINGS. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.
15. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which when so executed shall together constitute but one and the same
agreement.
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 the Certificateholder have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be had
solely to the assets of the Issuer.
19. LIMITATION ON LIABILITY OF ADMINISTRATOR. Neither the Administrator
nor any of the directors, officers, employees or agents of the Administrator
shall be under any liability to the Seller, the Issuer, the Owner Trustee, the
Indenture Trustee, the Noteholders or the Certificateholder, except as provided
under this Administration Agreement, for any action taken or for refraining from
the taking of any action pursuant to this Administration Agreement or for
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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 2000-A OWNER TRUST
By: U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but solely as Owner
Trustee
By: /s/ Melissa A. Rosal
---------------------------------
Name: Melissa A. Rosal
Title: Vice President
TOYOTA MOTOR CREDIT CORPORATION,
as Administrator
By: /s/ George E. Borst
---------------------------------
Name: George E. Borst
Title: Senior Vice President and General Manager
U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but solely as Indenture
Trustee
By: /s/ Melissa A. Rosal
---------------------------------
Name: Melissa A. Rosal
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but solely as Owner Trustee
By: /s/ Melissa A. Rosal
---------------------------------
Name: Melissa A. Rosal
Title: Vice President
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