REVOLVING LIQUIDITY NOTE AGREEMENT
TOYOTA AUTO RECEIVABLES 2002-C OWNER TRUST
as Issuer
and
TOYOTA MOTOR CREDIT CORPORATION
as Initial Holder
Dated as of October 31, 2002
REVOLVING LIQUIDITY NOTE AGREEMENT (this "Agreement") dated as of October
31, 2002 (this "Agreement"), by and between TOYOTA AUTO RECEIVABLES 2002-C OWNER
TRUST, a Delaware business trust, as issuer (the "Issuer") of the revolving
liquidity note (the "Revolving Liquidity Note") issued hereunder, and TOYOTA
MOTOR CREDIT CORPORATION, a California corporation ("TMCC"), as the initial
holder of the Revolving Liquidity Note.
W I T N E S S E T H:
WHEREAS Toyota Auto Receivables 2002-C Owner Trust is issuing the Toyota
Auto Receivables 2002-C Owner Trust $430,000,000 1.80% Asset Backed Notes, Class
A-1, the Toyota Auto Receivables 2002-C Owner Trust $320,000,000 Floating Rate
Asset Backed Notes Class A-2, the Toyota Auto Receivables 2002-C Owner Trust
$498,000,000 2.65% Asset Backed Notes, Class A-3 and the Toyota Auto Receivables
2002-C Owner Trust $207,000,000 Floating Rate Asset Backed Notes Class A-4
(collectively, the "Notes") pursuant to the Indenture dated as of October 1,
2002 (as amended and supplemented from time to time, the "Indenture"), between
the Issuer and the Indenture Trustee;
WHEREAS the Issuer desires to enter into a credit and liquidity enhancement
arrangement that will provide funding for certain required payments of principal
and interest on the Notes in the event that Available Collections and any
amounts on deposit in the Reserve Account that are available to be paid in
respect thereof to Noteholders on any Payment Date are insufficient to fund such
payments;
WHEREAS TMCC is willing to provide such credit and liquidity enhancement on
the terms described herein against delivery to it of the Revolving Liquidity
Note evidencing the obligation of the Issuer to repay amounts so funded on the
terms set forth herein and in the Revolving Liquidity Note;
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:
Article I
Definitions
-----------
Capitalized terms used herein and not defined herein shall have the
meanings ascribed thereto in the Sale and Servicing Agreement dated as of
October 1, 2002, among the Issuer, TMCC, as servicer, and TAFR LLC, as seller
(the "Sale and Servicing Agreement").
Article II
Funding by Holder of Revolving Liquidity Note
---------------------------------------------
Section 2.1. General Funding Obligation. Pursuant to Section 5.06(b) of the
Sale and Servicing Agreement, on each Determination Date, the Servicer shall
calculate the amount, if any, by which the amounts to be distributed in respect
of interest on or principal of the Notes pursuant to Sections 5.06(c)(ii) and
(iii) or 5.06(d)(ii) or (iii) of the Sale and Servicing
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Agreement exceed the amount of Available Collections that will be available to
make such payments and will determine whether amounts on deposit in the Reserve
Account, if any, that are available therefor will be sufficient to fund such
payments on the related Payment Date. If, in accordance with the Sale and
Servicing Agreement, the Servicer notifies the Indenture Trustee on behalf of
the Issuer that it has determined that Available Collections and amounts on
deposit in the Reserve Account that will be available to make such payments will
be insufficient therefor, then the Indenture Trustee on behalf of the Issuer
will have the right to request the holder of the Revolving Liquidity Note (the
"Holder") to fund such shortfall (such request, or any request for funding
described in Section 2.2 hereof, a "Draw"); provided that the Holder will not be
obligated to fund any such shortfall to the extent that the aggregate of the
amounts funded by it hereunder and not previously repaid equals or exceeds
$7,499,977 (the parties hereto agreeing that interest accrued on the Revolving
Liquidity Note as described herein will not be considered an amount funded by
the Holder for purposes of such calculation). The "Undrawn Amount" of the
Revolving Liquidity Note is an amount equal to $7,499,977 less an amount equal
to the aggregate of all amounts funded pursuant to any previous Draw Requests
(as defined in Section 2.3) that have not yet been repaid pursuant to Section
2.4 (the parties hereto agreeing that interest accrued on the Revolving
Liquidity Note as described herein will not be considered an amount funded by
the Holder for purposes of such calculation, and any amount paid in respect of
such accrued interest will not be considered to increase the Undrawn Amount).
Section 2.2. Additional Funding Obligations. If at any time prior to the
Final Payment Date either (i) the short-term unsecured debt rating of TMCC falls
below P-1 by Moody's or A-1+ by S&P (or in either case, such lower ratings as
may be permitted by Moody's and S&P), or (ii) the Holder fails to fund the
amount specified in any Draw Request prepared and submitted to the Holder in
accordance with Sections 2.1 and 2.3 of this Agreement, then the Indenture
Trustee on behalf of the Issuer will have the right to request that the entire
Undrawn Amount of the Revolving Liquidity Note be funded. To the extent the
entire Undrawn Amount is fully funded pursuant to this Section 2.2, the Undrawn
Amount shall be reduced to zero and shall no longer be subject to draws.
Section 2.3. Draw Mechanics. Not fewer than two Business Days prior to the
relevant Payment Date, in the case of a Draw described in Section 2.1, and on
any Business Day, in the case of a Draw described in Section 2.2, the Issuer, by
action of the Indenture Trustee or of the Administrator on behalf of the
Indenture Trustee (following the assignment of this Agreement to the Indenture
Trustee pursuant to Section 2.5 and until the Indenture terminates in accordance
with its provisions), may deliver a written request (each such request, a "Draw
Request") for funds in the amount of the shortfall described in Section 2.1 or
the entire Undrawn Amount in the case of a Draw pursuant to Section 2.2. Any
such Draw Request may be delivered by facsimile transmission and hard copy to:
Toyota Motor Credit Corporation, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Vice President, Treasury,
Re: Toyota Auto Receivables 2002-C Owner Trust Revolving Liquidity Note Draw
Request. Not later than 2:00 p.m. on the Business Day following delivery of any
Draw Request, the Holder will fund the indicated draw by wire transfer of
immediately available funds to the following account:
The Bank of New York
ABA: ▇▇▇-▇▇▇-▇▇▇
Acct No.: 879351
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Acct Name: Toyota 2002-C Collection Account
For further credit: ▇▇▇ # ▇▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
Section 2.4. Repayment of Funded Draws. Subject to the following sentences,
the Issuer is obligated to repay all funded Draws together with interest accrued
on the daily outstanding balance of all funded Draws from the date made until
the date all funded Draws are repaid at 3.617% per annum, calculated daily on
the basis of a year of 365 or 366 days, as applicable. The parties hereto (and
the assignees and third-party beneficiaries hereof, by accepting the assignment
of this Agreement as contemplated in Section 2.5 hereof) agree that Draws will
be repaid in part or in whole on any each succeeding Payment Date on which
amounts are available therefor in accordance with the provisions of Section
5.06(c)(v) or 5.06(d)(iv) of the Sale and Servicing Agreement, and interest
accrued on the daily outstanding amount of funded Draws will be payable on and
after the Payment Date on which all funded Draws are repaid and on which amounts
are available therefore in accordance with the provisions of Section 5.06(c)(vi)
or 5.06(d)(v) of the Sale and Servicing Agreement. Payments to the Holder in
respect of funded Draws or accrued interest will be made either by (i) netting
by TMCC of amounts that would be repayable on any Payment Date to the extent
amounts would be available therefor in accordance with the provisions of Section
5.06(c)(v) and (vi) or 5.06(d)(iv) and (v) of the Sale and Servicing Agreement
against amounts it is otherwise required to deposit into the Collection Account
in its capacity as Servicer in accordance with Section 5.04(f) of the Sale and
Servicing Agreement, or by wire transfer of immediately available funds to the
following account:
Bank of America, Concord, California
ABA No. ▇▇▇-▇▇▇-▇▇▇
A/C No. 12351-07564
A/C Toyota Motor Credit Corporation
Notwithstanding the foregoing, if following liquidation of the Owner Trust
Estate pursuant to Article IX of the Indenture the Trust has insufficient funds
to make required payments to the Holder of the Revolving Liquidity Note pursuant
to Article V of the Sale and Servicing Agreement, then all amounts due under the
Revolving Liquidity Note will be deemed to have been paid in full and this
Agreement shall terminate with no further payment owing from the Trust.
Section 2.5. Assignment; Third Party Beneficiaries. The parties hereto
acknowledge and agree that the right to receive amounts funded by the Holder
under the Revolving Liquidity Note and all other rights of the Issuer under this
Agreement will be assigned by the Issuer to the Indenture Trustee pursuant to
the Indenture for the benefit of the Noteholders, and that the Indenture
Trustee, on behalf of the Noteholders, and such Noteholders, are intended to be
third-party beneficiaries of this Agreement from and after such assignment and
until the Indenture is terminated in accordance with its terms. In addition, the
Holder expressly acknowledges that, pursuant to the Indenture, the Indenture
Trustee will exercise its right to request funds hereunder in every circumstance
when such request may be made in accordance with the terms of this Agreement.
Nothing in this Agreement or in the Revolving Liquidity Note, whether express or
implied, shall be construed to give to any other Person any legal or
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equitable right, remedy or claim under or in respect of this Agreement or the
Revolving Liquidity Note, or any covenants, conditions or provisions contained
herein or therein.
Article III
Revolving Liquidity Note
------------------------
Section 3.1. Issuance of Revolving Liquidity Note. On the date hereof, the
Issuer will execute and deliver to the Holder, and the Owner Trustee will
authenticate, a physical certificate evidencing the Revolving Liquidity Note,
substantially in the form of Exhibit A hereto. Each Revolving Liquidity Note
issued hereunder will evidence the repayment obligations of the Issuer set forth
in Section 2.4 hereof and the funding obligations of the Holder thereof set
forth in Section 2.1 and 2.2 hereof, and will be dated the date of its issuance.
Section 3.2. Terms. Upon issuance, the Undrawn Amount of the Revolving
Liquidity Note shall be $7,499,977. The Undrawn Amount will be reduced by the
amount of each Draw funded by the Holder, and increased by amounts repaid to the
Holder pursuant to Section 2.4 up to a maximum of $7,499,977, excluding interest
paid on the Revolving Liquidity Note. Interest will accrue on the average daily
outstanding excess of $7,499,977 over the Undrawn Amount from and including the
date of any Draw to but excluding the date on which the Undrawn Amount is
reduced to zero. Although the Revolving Liquidity Note is secured by the Owner
Trust Estate, all payments in respect of funded Draws and interest accrued
thereon shall be fully subordinated to required payments to the Noteholders and
to required deposits into the Reserve Account as set forth in the Sale and
Servicing Agreement.
Section 3.3. Transfer. Prior to the termination of the Indenture, the
Holder may not transfer, assign or convey the Revolving Liquidity Note or this
Agreement unless: (i) the purported transferee, assignee or recipient of such
conveyance has executed a written agreement to be bound by all of the terms and
provisions of this Agreement; (ii) such action shall not, as evidenced by an
Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee,
adversely affect in any material respect the interests of any Noteholder or
Certificateholder; and (iii) the Indenture Trustee (x) has received a letter
from Standard & Poor's to the effect that Standard & Poor's will not qualify,
reduce or withdraw the rating it has currently assigned to any Class of Notes as
a result of such transfer, assignment or conveyance and (y) has provided Moody's
with 10 days prior written notice of such intended transfer, assignment or
conveyance and Moody's shall not have notified the Indenture Trustee that such
transfer, assignment or conveyance might or would result in the qualification,
reduction or withdrawal of the rating it has currently assigned to any Class of
Notes. The Revolving Liquidity Note may not be transferred, assigned or conveyed
in part; any transfer, conveyance or assignment must be in respect of 100% of
the Revolving Liquidity Note. The Issuer (or the Administrator on behalf of the
Issuer) will maintain a register in which it will record the name and contact
information for each Holder. No transfer, assignment or conveyance of the
Revolving Liquidity Note will be effective prior to notice to the Issuer and the
Indenture Trustee and recordation by the Issuer (or the Administrator on behalf
of the Issuer) thereof in such register.
Section 3.4. No Set-Off. Without affecting the provisions of this Agreement
requiring the calculation of payment amounts, all payments under this Agreement
will be made without set-off or counterclaims against payments to or from the
Swap Counterparty under the
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Interest Rate Swap Agreement or other Basic Documents or payments owing to the
Servicer under the Basic Documents, and the parties hereto waive any right of
set-off or counterclaim that any such party may have at law or equity.
Article IV
Miscellaneous Provisions
------------------------
Section 4.1. Fees and Expenses. No party shall receive fees or expenses in
connection with this Agreement.
Section 4.2. Assignment by Issuer. The Holder hereby acknowledges and
consents to any mortgage, pledge, assignment and grant of a security interest by
the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of
the Noteholders of all right, title and interest of the Issuer to and/or the
assignment of any or all of the Issuer's rights and obligations hereunder to the
Indenture Trustee.
Section 4.3. Amendment. Prior to the termination of the Indenture, this
Agreement may be amended by the Issuer and the Holder, with the consent of the
Indenture Trustee, but without the consent of any of the Noteholders or the
Certificateholder, to cure any ambiguity, to correct or supplement any
provisions in this Agreement or for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions in this Agreement or
of modifying in any manner the rights of the Noteholders or the
Certificateholder; provided, however, that (i) such action shall not, as
evidenced by an Opinion of Counsel delivered to the Indenture Trustee, adversely
affect in any material respect the interests of any Noteholder or
Certificateholder, and (ii) the Indenture Trustee (x) has received a letter from
Standard & Poor's to the effect that Standard & Poor's will not qualify, reduce
or withdraw the rating it has currently assigned to any Class of Notes as a
result of such amendment and (y) has provided Moody's with 10 days prior written
notice of such amendment and Moody's shall not have notified the Indenture
Trustee that such amendment might or would result in the qualification,
reduction or withdrawal of the rating it has currently assigned to any Class of
Notes. After the termination of the Indenture, this Agreement may be amended in
writing by the Issuer and the Holder without notice to or consent of any other
Person.
Section 4.4. Notices. All demands, notices, communications and instructions
upon or to the Issuer, the initial Holder, the Owner Trustee, the Indenture
Trustee or the Rating Agencies under this Agreement shall be in writing,
personally delivered or mailed by certified mail, return receipt requested, and
shall be deemed to have been duly given upon receipt (a) in the case of the
initial Holder, to Toyota Motor Credit Corporation, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Vice President, Treasury, (▇▇▇) ▇▇▇-▇▇▇▇,
(b) in the case of the Issuer or the Owner Trustee, at the Corporate Trust
Office (as defined in the Trust Agreement), with a copy to ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (c) in the case of the Indenture
Trustee, at the Corporate Trust Office specified in the Indenture, (d) in the
case of Moody's, to ▇▇▇▇▇'▇ Investors Service, Inc., ABS Monitoring Department,
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, (f) in the case of Standard &
Poor's, to Standard & Poor's Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇
Companies, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of Asset Backed
Surveillance Department; or, as to each of the foregoing, at such other address
as shall be designated by written notice to the other parties.
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Section 4.5. Holder's Nonpetition Covenant.
Notwithstanding any prior termination of this Agreement, the Holder will
not, prior to the date which is one year and one day after the termination of
this Agreement with respect to the Issuer or Seller, acquiesce, petition or
otherwise invoke or cause the Issuer to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Issuer or Seller under any federal or state bankruptcy, insolvency or
similar law, or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Issuer or Seller or any
substantial part of the property of either of them, or ordering the winding up
or liquidation of the affairs of the Issuer or Seller.
Section 4.6. No Proceedings. There is no action, suit or proceeding before
or by any court or governmental agency or body, domestic or foreign, now
pending, or to the Holder's knowledge, threatened, against or affecting the
Holder: (i) asserting the invalidity of this Agreement or the Revolving
Liquidity Note, (ii) seeking to prevent the issuance of the Revolving Liquidity
Note or the consummation of any of the transactions contemplated by this
Agreement, (iii) seeking any determination or ruling that might materially and
adversely affect the performance by the Holder of its obligations under, or the
validity or enforceability of, this Agreement, or (iv) relating to the Holder
and which might adversely affect the federal income tax attributes of the Issuer
or the Revolving Liquidity Note.
Section 4.7. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
Section 4.8. Termination. This Agreement shall terminate upon the
termination of the Amended and Restated Trust Agreement pursuant to Article IX
of the Amended and Restated Trust Agreement.
Section 4.9. Separate Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.
Section 4.10. Headings. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.
Section 4.11. Limitation on Liability. Notwithstanding anything contained
herein to the contrary, this Agreement has been countersigned by U.S. Bank Trust
National Association, not in its individual capacity, but solely in its capacity
as Owner Trustee on behalf of the Issuer. In no event shall U.S. Bank Trust
National Association in its individual capacity 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
by the Holder, or prepared by the Holder for delivery by the Owner Trustee on
behalf of the Issuer, pursuant hereto, as to all of which recourse shall be had
solely to the assets of the Issuer. For all
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purposes of this Agreement, in the performance of its duties or obligations
hereunder or 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.
Section 4.12. Governing Law. This Agreement shall be 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.
[Remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, the Issuer and the initial Holder have caused this
Agreement to be duly executed by their respective officers as of the day and
year first above written.
TOYOTA AUTO RECEIVABLES 2002-C
OWNER TRUST, as Issuer
By: U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity but
solely in its capacity as Owner
Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
TOYOTA MOTOR CREDIT CORPORATION,
as Holder
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Executive
Officer
S-1
EXHIBIT A
---------
FORM OF REVOLVING LIQUIDITY NOTE
--------------------------------
THIS REVOLVING LIQUIDITY NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN RELIANCE ON
EXEMPTIONS PROVIDED BY THE 1933 ACT AND SUCH STATE OR FOREIGN SECURITIES LAWS.
NO RESALE OR OTHER TRANSFER OF THIS REVOLVING LIQUIDITY NOTE SHALL BE MADE
EXCEPT IN COMPLIANCE WITH SECTION 3.3 OF THE REVOLVING LIQUIDITY NOTE AGREEMENT
AND EITHER (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
ACT OR (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS.
THE PRINCIPAL OF THIS REVOLVING LIQUIDITY NOTE IS PAYABLE SOLELY FROM FUNDS
AVAILABLE THEREFOR PURSUANT TO ARTICLE V OF THE SALE AND SERVICING AGREEMENT
REFERRED TO HEREIN. THE HOLDER HEREOF IS REQUIRED TO FUND CERTAIN DRAWS
REQUESTED BY THE ISSUER HEREOF (OR BY CERTAIN OTHER PERSONS REFERRED TO HEREIN)
UP TO A MAXIMUM PRINCIPAL AMOUNT OUTSTANDING AT ANY TIME OF $7,499,977. THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS REVOLVING LIQUIDITY NOTE AT ANY TIME MAY BE
LESS THAN SUCH MAXIMUM AMOUNT. REPAYMENT OF THE OUTSTANDING PRINCIPAL AMOUNT OF
THIS REVOLVING LIQUIDITY NOTE, AND OF INTEREST ACCRUED HEREON, IS SUBJECT TO THE
AVAILABILITY OF FUNDS FOR SUCH PURPOSE AS SET FORTH IN ARTICLE V OF THE SALE AND
SERVICING AGREEMENT REFERRED TO HEREIN, AND IS FULLY SUBORDINATED TO THE PAYMENT
OF INTEREST ON AND PRINCIPAL OF CERTAIN OTHER SECURITIES ISSUED BY THE ISSUER
HEREOF AND TO THE DEPOSIT INTO THE RESERVE ACCOUNT REFERRED TO HEREIN OF AMOUNTS
REQUIRED TO BE DEPOSITED THEREIN.
THIS REVOLVING LIQUIDITY NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED
OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY, TOYOTA MOTOR CREDIT CORPORATION,
TOYOTA AUTO FINANCE RECEIVALBES LLC, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES.
THIS REVOLVING LIQUIDITY NOTE, OR A BENEFICIAL INTEREST HEREIN, MAY NOT BE
TRANSFERRED UNLESS THE TRUSTEE HAS RECEIVED (I) A CERTIFICATE FROM THE
TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN,
TRUST OR ACCOUNT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), OR SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN DEFINED IN
SECTION 3(32) OF ERISA OR SECTION 414(d) OF THE CODE SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF
Exhibit A-1
ERISA OR THE CODE (EACH, A "BENEFIT PLAN") AND IS NOT AN ENTITY, INCLUDING AN
INSURANCE COMPANY SEPARATE ACCOUNT OR AN INSURANCE COMPANY GENERAL ACCOUNT IF
THE ASSETS IN ANY SUCH ACCOUNTS CONSTITUTE "PLAN ASSETS" FOR PURPOSES OF
REGULATION SECTION 2510.3-101 OF ERISA, WHOSE UNDERLYING ASSETS INCLUDE BENEFIT
PLAN ASSETS BY REASON OF A BENEFIT PLAN'S INVESTMENT IN THE ENTITY AND (II) A
CERTIFICATE TO THE EFFECT THAT IF THE TRANSFEREE IS A PARTNERSHIP, GRANTOR TRUST
OR S CORPORATION FOR FEDERAL INCOME TAX PURPOSES (A "FLOW-THROUGH ENTITY"), ANY
REVOLVING LIQUIDITY NOTES OWNED BY SUCH FLOW-THROUGH ENTITY WILL REPRESENT LESS
THAN 50% OF THE VALUE OF ALL THE ASSETS OWNED BY SUCH FLOW-THROUGH ENTITY AND NO
SPECIAL ALLOCATION OF INCOME, GAIN, LOSS, DEDUCTION OR CREDIT FROM SUCH
REVOLVING LIQUIDITY NOTES WILL BE MADE AMONG THE BENEFICIAL OWNERS OF SUCH
FLOW-THROUGH ENTITY.
IN ADDITION, NO RESALE OR OTHER TRANSFER OF THIS REVOLVING LIQUIDITY NOTE OR ANY
INTEREST THEREIN SHALL BE PERMITTED UNLESS IMMEDIATELY AFTER GIVING EFFECT TO
SUCH RESALE OR OTHER TRANSFER, THERE WOULD BE FEWER THAN 100 REVOLVING LIQUIDITY
NOTEHOLDERS.
Exhibit A-2
TOYOTA AUTO RECEIVABLES OWNER TRUST 2002-C
REVOLVING LIQUIDITY NOTE
Representing a
Maximum Amount of Funded Draws
outstanding at any time not to exceed
$7,499,977
This certifies that TOYOTA MOTOR CREDIT CORPORATION (the "Holder") is
the registered owner of this Revolving Liquidity Note representing the right to
receive the payment of certain Draws funded as described in the Revolving
Liquidity Note Agreement (the "Revolving Liquidity Note Agreement") dated as of
October 31, 2002, between Toyota Auto Receivables Owner Trust 2002-C, as issuer
(the "Issuer") and Toyota Motor Credit Corporation, as initial holder hereof.
Capitalized terms used herein and not defined herein shall have the meanings
ascribed thereto in the Revolving Liquidity Note Agreement and in the Sale and
Servicing Agreement dated as of October 1, 2002, among the Issuer, Toyota Motor
Credit Corporation ("TMCC"), as servicer, and TAFR LLC, as seller (the "Sale and
Servicing Agreement").
This Revolving Liquidity Note represents a 100% undivided interest in
the right of the Holder to receive repayment in full of the aggregate amount of
funded Draws and interest accrued thereon as and to the extent such amounts are
payable in accordance with the Revolving Liquidity Note Agreement. All of the
provisions of the Revolving Liquidity Note Agreement and Sale and Servicing
Agreement are incorporated by reference and comprise integral parts of this
Revolving Liquidity Note. The following summary of certain provisions thereof is
not and does not purport to be complete. By its acceptance hereof, the holder of
this Revolving Liquidity Note (the "Holder") assents to and is bound by the
terms, provisions and conditions of the Revolving Liquidity Note Agreement,
including the provisions thereof (i) setting forth the obligation of the Holder
of this Revolving Liquidity Note to fund Draws as and when properly requested
pursuant to Article II thereof, (ii) specifying that this Revolving Liquidity
Note is secured only by certain assets of the Issuer and is payable only from
certain collections in respect thereof that are available for such purpose in
accordance with the priority of payments set forth in Article V of the Sale and
Servicing Agreement, and (iii) specifying that all payments in respect of funded
Draws and interest accrued thereon shall be fully subordinated to required
payments to the holders of certain other securities issued by the Issuer and to
required deposits into a specified reserve account established for the benefit
of the holders of such other securities in accordance with the Sale and
Servicing Agreement.
The "Undrawn Amount" of the Revolving Liquidity Note is an amount equal
to $7,499,977 less an amount equal to the aggregate of all amounts funded
pursuant to any previous Draw Requests that have not yet been repaid pursuant to
Section 2.4 of the Revolving Liquidity Note Agreement, and increased by amounts
repaid to the Holder pursuant to Section 2.4 of the Revolving Liquidity Note
Agreement up to a maximum of $7,499,977 (interest accrued on the Revolving
Liquidity Note not being considered an amount funded by the Holder for purposes
of such calculation, and any amount paid in respect of such accrued interest
will not be considered
Exhibit A-3
to increase the Undrawn Amount). To the extent the entire Undrawn Amount is
fully funded pursuant to Section 2.2 of the Revolving Liquidity Note Agreement,
the Undrawn Amount shall be reduced to zero and shall no longer be subject to
draws. Interest will accrue on the average daily outstanding excess of
$7,499,977 over the Undrawn Amount from and including the date of any Draw to
but excluding the date on which the Undrawn Amount is reduced to zero at 3.617%
per annum, calculated daily on the basis of a year of 365 or 366 days, as
applicable.
Subject to the more detailed provisions concerning payments to be made
to the Holder of the Revolving Liquidity Note set forth in the Revolving
Liquidity Note Agreement and the Sale and Servicing Agreement, generally,
repayment of Draws previously funded by the (or a) Holder of the Revolving
Liquidity Note, and interest accrued thereon as described below, will be made on
the 15th day of each calendar month, or if such day is not a Business Day, then
on the next succeeding Business Day, to the extent funds are available therefor.
Notwithstanding the foregoing, if following liquidation of the Owner Trust
Estate pursuant to Article IX of the Indenture the Trust has insufficient funds
to make required payments to the Holder of the Revolving Liquidity Note pursuant
to Article V of the Sale and Servicing Agreement, then all amounts due under the
Revolving Liquidity Note will be deemed to have been paid in full and this
Agreement shall terminate with no further payment owing from the Trust.
Prior to the termination of the Indenture, this Agreement may be
amended by the Issuer and the Holder, with the consent of the Indenture Trustee,
but without the consent of any of the Noteholders or the Certificateholder, to
cure any ambiguity, to correct or supplement any provisions in this Agreement or
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions in this Agreement or of modifying in any
manner the rights of the Noteholders or the Certificateholder; provided,
however, that (i) such action shall not, as evidenced by an Opinion of Counsel
delivered to the Indenture Trustee, adversely affect in any material respect the
interests of any Noteholder or Certificateholder, and (ii) the Indenture Trustee
(x) has received a letter from Standard & Poor's to the effect that Standard &
Poor's will not qualify, reduce or withdraw the rating it has currently assigned
to any Class of Notes as a result of such amendment and (y) has provided ▇▇▇▇▇'▇
with 10 days prior written notice of such amendment and ▇▇▇▇▇'▇ shall not have
notified the Indenture Trustee that such amendment might or would result in the
qualification, reduction or withdrawal of the rating it has currently assigned
to any Class of Notes. After the termination of the Indenture, this Agreement
may be amended in writing by the Issuer and the Holder without notice to or
consent of any other Person.
Prior to the termination of the Indenture, the Holder may not transfer,
assign or convey this Revolving Liquidity Note or the Revolving Liquidity Note
Agreement unless: (i) the purported transferee, assignee or recipient of such
conveyance has executed a written agreement to be bound by all of the terms and
provisions of the Revolving Liquidity Note Agreement; (ii) such action shall
not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee and
the Indenture Trustee, adversely affect in any material respect the interests of
any Noteholder or Certificateholder; and (iii) the Indenture Trustee (x) has
received a letter from Standard & Poor's to the effect that Standard & Poor's
will not qualify, reduce or withdraw the rating it has currently assigned to any
Class of Notes as a result of such transfer, assignment or conveyance and (y)
has provided ▇▇▇▇▇'▇ with 10 days prior written notice of such intended
transfer, assignment or conveyance and ▇▇▇▇▇'▇ shall not have notified the
Indenture Trustee that such
Exhibit A-4
transfer, assignment or conveyance might or would result in the qualification,
reduction or withdrawal of the rating it has currently assigned to any Class of
Notes. The Revolving Liquidity Note may not be transferred, assigned or conveyed
in part; any transfer, conveyance or assignment must be in respect of 100% of
this Revolving Liquidity Note. The Issuer (or the Administrator on behalf of the
Issuer) will maintain a register in which it will record the name and contact
information for each Holder. No transfer, assignment or conveyance of this
Revolving Liquidity Note will be effective prior to notice to the Issuer and the
Indenture Trustee and recordation by the Issuer (or the Administrator on behalf
of the Issuer) thereof in such register.
No recourse may be taken, directly or indirectly, with respect to the
obligations of the Holder of this Revolving Liquidity Note under the Revolving
Liquidity Note Agreement or other writing delivered in connection herewith or
therewith, against (i) the Indenture Trustee or the Owner Trustee in its
individual capacity, (ii) any Certificateholder or other owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director, employee or agent of the Indenture Trustee or the Owner Trustee in its
individual capacity, any Certificateholder or other owner of a beneficial
interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any
successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee, in their
capacities as such, have no such obligations in their individual capacity) and
except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.
By its acceptance of this Revolving Liquidity Note, the Holder agrees
that it will not, prior to the date which is one year and one day after the
termination of the Revolving Liquidity Note Agreement with respect to the Issuer
or Seller, acquiesce, petition or otherwise invoke or cause the Issuer to invoke
the process of any court or government authority for the purpose of commencing
or sustaining a case against the Issuer or Seller under any federal or state
bankruptcy, insolvency or similar law, or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Issuer or Seller or any substantial part of the property of either of them, or
ordering the winding up or liquidation of the affairs of the Issuer or Seller.
THIS REVOLVING LIQUIDITY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.
Exhibit A-5
IN WITNESS WHEREOF, the Issuer has caused this Revolving Liquidity Note
to be duly executed.
TOYOTA AUTO RECEIVABLES 2002-C
OWNER TRUST, as Issuer
By: U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity but solely
in its capacity as Owner Trustee
By:
------------------------------------------
Name:
Title:
Dated: October __, 2002
Exhibit A-6
EXHIBIT B
---------
FORM OF REVOLVING LIQUIDITY NOTE DRAW REQUEST
---------------------------------------------
Toyota Auto Receivables ▇▇▇▇-▇ ▇▇▇▇▇ ▇▇▇▇▇
▇/▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Toyota Motor Credit Corporation
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Vice President, Treasury
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Re: Toyota Auto Receivables 2002-C Owner Trust Revolving
Liquidity Note Draw Request
Ladies and Gentlemen:
This notice confirms the Issuer's request for a draw on the Revolving
Liquidity Note pursuant to Section [2.1] [2.2] of the Revolving Liquidity Note
Agreement in the principal amount of $_________. Please advance the requested
drawn amount as set forth in Section 2.3 of the Revolving Liquidity Note
Agreement.
Please acknowledge receipt of this notice by executing below and
returning to the above-listed address.
Very truly yours,
[Administrator] [Indenture Trustee]
By:
-------------------------------------
Name:
Title:
ACKNOWLEDGED:
Toyota Motor Credit Corporation
By:
---------------------------------
Name:
Title:
Exhibit B-1