a69640_sf3.htm

As filed with the United States Securities and Exchange Commission on September 17, 2015

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

PRE-EFFECTIVE AMENDMENT NO. 1

FORM SF-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________________

TOYOTA AUTO FINANCE RECEIVABLES LLC

(Depositor of the issuing entities described herein)

(Exact name of registrant as specified in its charter)

Delaware	95-4836519	333-205778	0001131131
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)	(Commission File Number)	(Central Index Key Number)

Toyota Motor Credit Corporation

(Exact name of sponsor as specified in its charter)

0000834071

(Central Index Key Number of sponsor)

Katherine Adkins, Esq. c/o Toyota Motor Credit Corporation 19001 South Western Avenue Torrance, California 90501 (310) 468-3401	Reed D. Auerbach, Esq. Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 (212) 309-6000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)	(Name, address, including zip code, and telephone number, including area code, of agent for service)

From time to time after this registration statement becomes effective.

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered pursuant to Rule 415 under the Securities Act of 1933, as amended, please check the following box: x

If this Form SF-3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form SF-3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
Asset-Backed Notes	(2)	100%	(2)	$(2)

(1)	Estimated solely for the purpose of calculating the registration fee.

(2)

The Registrant intends to include unsold securities from its existing registration statement (the “Unsold Securities”) in this Registration Statement and will file an amendment to this Registration Statement to effect such transfer pursuant to Rule 415(a)(6) of the Securities Act. The Registrant reserves its right to elect to rely on Rule 456(c) and 457(s) after it sells all of the Unsold Securities.

The registrant hereby amends this registration statement (this “Registration Statement”) on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended (the “Securities Act”), or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

INTRODUCTORY NOTE

THIS REGISTRATION STATEMENT CONTAINS A FORM OF PROSPECTUS RELATING TO THE OFFERING OF ASSET-BACKED NOTES BY VARIOUS ISSUING ENTITIES CREATED FROM TIME TO TIME BY TOYOTA AUTO FINANCE RECEIVABLES LLC. THE FORM OF PROSPECTUS RELATES ONLY TO THE SECURITIES DESCRIBED THEREIN AND IS A FORM WHICH MAY BE USED BY TOYOTA AUTO FINANCE RECEIVABLES LLC TO OFFER ASSET-BACKED NOTES UNDER THIS REGISTRATION STATEMENT.

In addition, if and to the extent required by applicable law, the Prospectus will also be used after the completion of the related offering in connection with certain offers and sales related to market-making transactions in the offered securities. In order to register under Rule 415 those securities which may be offered and sold in market-making transactions, the appropriate box on the cover page of the Registration Statement has been checked and the undertakings required by Item 512(a) of Regulation S-K have been included in Item 15 of Part II.

This document is subject to completion and amendment. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or foreign jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated [___________], 20[__]

$[_____________]

Toyota Auto Receivables 20[__]-[_] Owner Trust

Issuing Entity (CIK Number: [__________])

Toyota Auto Finance Receivables LLC	Toyota Motor Credit Corporation
Depositor (CIK Number: 0001131131)	Sponsor, Administrator and Servicer (CIK Number: 0000834071)

You should review carefully the factors described under “Risk Factors” beginning on page [__] of this prospectus. The primary assets of the issuing entity will include a pool of fixed rate motor vehicle retail installment sales contracts secured by new or used automobiles and light duty trucks. The assets of the issuing entity will also include related security interests in the financed vehicles, proceeds from claims on related insurance policies, amounts deposited in specified bank accounts and all proceeds of the foregoing. The notes are asset-backed securities issued by the issuing entity and will be paid only from the assets of the issuing entity, including related credit enhancement and any funds in accounts pledged to the issuing entity. The notes represent the obligations of the issuing entity only and do not represent the obligations of or interests in Toyota Motor Credit Corporation or any of its affiliates. Neither the notes nor the receivables owned by the issuing entity are insured or guaranteed by any governmental agency.	The issuing entity will issue the [five][six] classes of notes described in the table below. [[[_]% of t][T]he [Class [___]] Notes [and the Certificate] will be retained by [Toyota Auto Finance Receivables LLC][Toyota Motor Credit Corporation] or its affiliate on the closing date and [, to the extent not necessary to satisfy credit risk retention requirements,] such Notes may be sold at any time directly, including through a placement agent, or through underwriters.] The issuing entity will also issue a certificate representing the equity interest in the issuing entity, which is not being offered hereby. The principal of and interest on the notes will generally be payable on the [15th] day of each month, unless the [15th] day is not a business day, in which case payment will be made on the following business day. The first payment [of interest] will be made on [_________], 20[__] [and the first payment of principal will be made on [_________], 20[__]]. Credit enhancement for the notes consists of a reserve account, overcollateralization, a yield supplement overcollateralization amount, [a [swap][cap] agreement,] excess interest on the receivables and, in the case of the Class A Notes, subordination of the Class B Notes.
		Initial Principal Amount	Interest Rate*	Accrual Method*	Final Scheduled Payment Date
	Class A-1 Notes[(1)][*]	$[_______]	____%	Actual/360	[_____________]
	Class A-2[a] Notes[(1)(2)][*]	$[_______]	____%	30/360	[_____________]
	[Class A-2b Notes[(1)(2)][*]	$________	One-Month LIBOR [+][-] ____%	Actual/360	______________]
	Class A-3 Notes[(1)][*]	$[_______]	____%	30/360	[_____________]
	Class A-4 Notes[(1)][*]	$[_______]	____%	30/360	[_____________]
	Class B Notes[(1)][*]	$[_______]	____%	30/360	[_____________]
		Initial Public Offering Price	Underwriting Discounts and Commissions		Proceeds To Depositor([1][2][3]
	Per Class [__] Note	_____%	_____%		_____%
	Per Class [__] Note	_____%	_____%		_____%
	Total	$_____([2][3][4])	$__________([2][3][4])		$__________([2][3[4]])
	[(1) [[_]% of t][T]he [Class [__]] Notes will be retained by [Toyota Auto Finance Receivables LLC][Toyota Motor Credit Corporation] or its affiliate on the closing date. ] [(2) The allocation of the initial principal balance between the Class A-2a Notes and Class A-2b Notes will be determined at the time of pricing of the Notes offered hereunder. The Depositor expects that the initial principal balance of the Class A-2b Notes will not exceed $[________].][*] ([1][2][3])Before deducting expenses payable by Toyota Auto Finance Receivables LLC, estimated to be $[_________]. ([2][3][4])Calculated using the initial principal amount of the underwritten notes. [ NOTE: The number of classes, Interest Rate and Accrual Method are for illustrative purposes only. In a particular transaction, there may be more or fewer classes (i) offered, (ii) bearing fixed rates or One-Month LIBOR rates and (iii) with specified Accrual Methods.] [** NOTE: The timing of the allocation of the Initial Principal Amounts of the Class A-2a and Class A-2b Notes is for illustrative purposes only. In a particular transaction, there may be more, no or different classes for which the Initial Principal Amounts will be allocated on the date of pricing.]
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the notes or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. [[__]% of t][T]he [Class [__]] Notes are offered by the underwriters if and when issued by the issuing entity, delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The notes will be delivered in book-entry form through the Depository Trust Company, on or about [_____] ___, 20[__] against payment in immediately available funds. The issuing entity will be relying on an exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in [Rule 3a-7] under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

[The net proceeds to Toyota Motor Credit Corporation from the sale of the receivables will be used to acquire retail installment sales contracts and beneficial interests in lease contracts financing new Toyota[,][ and] Lexus [and Scion] gas-electric hybrid or alternative fuel powertrain vehicles meeting certain criteria, as described under “Use of Proceeds” in this prospectus.]

[CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
Asset-Backed Notes	$	100%	$	(2)

(1) Estimated solely for the purpose of calculating the registration fee.

(2) [Description of calculation of registration fee to be included pursuant to Rule 456(c).]]

	Joint Bookrunners
[___________]	[_________]	[________________]
	Co-Managers
[__________________________]	[__________________________]	[__________________________]

The date of this prospectus is [________] ___, 20[__]

TABLE OF CONTENTS

Page

SUMMARY OF PARTIES TO THE TRANSACTION	6
SUMMARY OF MONTHLY DISTRIBUTIONS OF COLLECTIONS	7
SUMMARY OF TERMS	8
RISK FACTORS	25
THE ISSUING ENTITY	48
CAPITALIZATION OF THE ISSUING ENTITY	50
THE DEPOSITOR	51
THE SPONSOR, ADMINISTRATOR AND SERVICER	52
[Credit Risk Retention]	52
Underwriting of Motor Vehicle Retail Installment Sales Contracts	55
Electronic Contracts and Electronic Contracting	57
Servicing of Motor Vehicle Retail Installment Sales Contracts	57
Securitization Experience	59
THE TRUSTEES	59
Duties of the Owner Trustee and Indenture Trustee	60
Fees and Expenses	61
ASSET REPRESENTATIONS REVIEWER	62
General	62
Fees	62
Resignation	62
Indemnity	63
AFFILIATIONS AND CERTAIN RELATIONSHIPS	63
THE RECEIVABLES POOL	63
[Asset Level Data about the Receivables]	70
[Revolving Period]	70
[Prefunding Period]	71
POOL UNDERWRITING	71
REVIEW OF POOL ASSETS	71
DELINQUENCIES, REPOSSESSIONS AND NET LOSSES	72
ASSET REPRESENTATIONS REVIEW	74
REPURCHASES OF RECEIVABLES	77
Dispute Resolution	78
STATIC POOLS	79
USE OF PROCEEDS	80
PREPAYMENT AND YIELD CONSIDERATIONS	81
WEIGHTED AVERAGE LIVES OF THE NOTES	82
POOL FACTORS AND TRADING INFORMATION	92
DESCRIPTION OF THE NOTES	92
General	92
Payments of Interest	92
Fixed Rate Notes	93
[Floating Rate Notes]	93
Payments of Principal	94
Allocation of Losses	95
Indenture	95
Notices	99
Governing Law	99
Minimum Denominations	99
Book-Entry Registration	99
Definitive Securities	103
List of Securityholders	104
Reports to Securityholders	104
PAYMENTS TO NOTEHOLDERS	106

Calculation of Available Collections	106
Calculation of Principal Distribution Amounts	107
Priority of Payments	108
Payments After Occurrence of Event of Default Resulting in Acceleration	109
Credit and Cash Flow Enhancement	110
TRANSFER AND SERVICING AGREEMENTS	112
The Transfer and Servicing Agreements	112
Sale and Assignment of Receivables	112
Accounts	113
Servicing Procedures	113
Servicing Compensation and Payment of Expenses	115
Insurance on Financed Vehicles	115
Collections	115
Eligible Investments	116
Payments	118
Net Deposits	118
Optional Purchase of Receivables and Redemption of Notes	118
Removal of Servicer	118
Statements to Trustees and Issuing Entity	119
Evidence as to Compliance	119
Certain Matters Regarding the Servicer; Servicer Liability	120
Rights upon Servicer Default	120
Waiver of Past Defaults	121
Amendment	121
Non-Petition	122
Payment of Notes	122
Depositor Liability	122
Termination	122
Administration Agreement	123
Investor Communication	124
[THE [SWAP][CAP] AGREEMENT]	125
[Termination Date]	125
Modifications and Amendment of the [Swap][Cap] Agreement	126
Default Under the Swap Agreement	126
Termination Events	126
Early Termination of the [Swap][Cap] Agreement	126
CERTAIN LEGAL ASPECTS OF THE RECEIVABLES	127
General	127
Security Interests	127
Repossession of Financed Vehicles	129
Notice of Sale of Financed Vehicles; Reinstatement and Redemption Rights	129
Deficiency Judgments and Excess Proceeds	130
Certain Bankruptcy Considerations	130
Dodd-Frank Act Orderly Liquidation Authority Provisions	131
Consumer Protection Laws	133
Forfeiture for Drug, RICO and Money Laundering Violations	136
Other Limitations	136
LEGAL PROCEEDINGS	137
ERISA CONSIDERATIONS	137
CERTAIN FEDERAL INCOME TAX CONSEQUENCES	139
Tax Characterization of the Issuing Entity	139
Tax Consequences to Owners of the Notes	140
CERTAIN STATE TAX CONSEQUENCES	143
WHERE YOU CAN FIND MORE INFORMATION ABOUT YOUR NOTES	144
The Issuing Entity	144
The Depositor	144

Static Pool Data	145
UNDERWRITING	145
European Economic Area	147
EU Risk Retention and Due Diligence Requirements	148
United Kingdom	149
LEGAL OPINIONS	149
INDEX OF TERMS	150

Relevant Parties
Issuing Entity	Toyota Auto Receivables 20[__]-[_] Owner Trust, a Delaware statutory trust. The issuing entity will be established by the trust agreement and the certificate of trust.
Depositor	Toyota Auto Finance Receivables LLC (the “depositor”), a wholly-owned, limited purpose subsidiary of Toyota Motor Credit Corporation. The principal executive offices of Toyota Auto Finance Receivables LLC are located at 19851 South Western Avenue, Torrance, California 90501, its telephone number is (310) 468-7333 and its facsimile number is (310) 468-6194.
Sponsor, Administrator and Servicer	Toyota Motor Credit Corporation (“TMCC,” the “sponsor,” the “administrator” or the “servicer,” as applicable). The principal executive offices of TMCC are located at 19001 South Western Avenue, Torrance, California 90501, its telephone number is (310) 468-1310 and its facsimile number is (310) 468-6194.
Asset Representations Reviewer	[_________________________], a [________] [__________] (the “asset representations reviewer”). The asset representations reviewer is not and will not be affiliated with any of Toyota Auto Finance Receivables LLC, TMCC, the issuing entity, the indenture trustee, the owner trustee or any of their respective affiliates and has not been, and is not affiliated with any party that has been, hired by TMCC or any underwriter to perform pre-closing due diligence work on the receivables. The principal executive offices of the asset representations reviewer are located at [_________________________], its telephone number is [_________________________] and its facsimile number is [_________________________].
Indenture Trustee	[____________________________________].
Owner Trustee	[____________________________________].
[[Swap][Cap] Counterparty	If applicable, the [swap][cap] counterparty will be identified in the prospectus and applicable disclosure regarding the [swap][cap] counterparty’s name, organizational form, the general character of the [swap][cap] counterparty’s business and any required financial disclosure will be included.]
Relevant Agreements
Indenture	The indenture between the issuing entity and the indenture trustee. The indenture provides for the terms of the notes.
Trust Agreement	The trust agreement, as amended and restated, between the depositor and the owner trustee. The trust agreement governs the creation of the issuing entity and provides for the terms of the certificate.
Receivables Purchase Agreement	The receivables purchase agreement between the depositor and TMCC. The receivables purchase agreement governs the sale of the receivables from TMCC, as the originator of the receivables (in such capacity, the “originator”), to the depositor.

Sale and Servicing Agreement	The sale and servicing agreement among the issuing entity, the servicer and the depositor. The sale and servicing agreement governs the sale of the receivables by the depositor to the issuing entity and the servicing of the receivables by the servicer.
Administration Agreement	The administration agreement among the administrator, the issuing entity and the indenture trustee. The administration agreement governs the provision of reports by the administrator and the performance by the administrator of other administrative duties for the issuing entity.
Asset Representations Review Agreement	The asset representations review agreement among the asset representations reviewer, [the issuing entity, TMCC and the Depositor]. The asset representations review agreement governs the performance by the asset representations reviewer of asset representations reviews.
[The [Swap][Cap] Agreement	The interest rate [swap][cap] agreement between the issuing entity and the [swap][cap] counterparty to hedge the basis risks that result from the required payment of interest on the class A-2b notes at a one-month LIBOR rate. Under the [swap][cap] agreement, the [swap][cap] counterparty will [be obligated to pay to the issuing entity an amount based on one-month LIBOR [plus][minus] a spread for the class A-2b notes and the issuing entity will be obligated to pay to that swap counterparty a fixed rate of interest][be required to make monthly payments to the collection account if one-month LIBOR moves above [____]%]. The [swap][cap] agreement will terminate, generally, on the earliest to occur of: the distribution date on which the outstanding principal balance of the class A-2b notes is reduced to zero (including as a result of the optional purchase of the remaining receivables by the servicer); and the maturity date of the class A-2b notes.]
Relevant Dates
Closing Date	On or about [_____] ___, 20[__].
[Initial] Cutoff Date	The [initial] cutoff date for (i) the receivables in the statistical pool used in preparing the statistical information presented in this prospectus, and (ii) the receivables sold to the issuing entity on the closing date, is the close of business on [_________], 20[__].
[Subsequent Cutoff Date	The subsequent cutoff date for any receivable purchased by the issuing entity during the [prefunding][revolving] period will be the date of such purchase. The initial cutoff date and the subsequent cutoff date are each referred to as a cutoff date in this prospectus.]
Statistical Information	The statistical information in this prospectus is based on the receivables in a statistical pool as of the [initial] cutoff date. The receivables sold to the issuing entity on the closing date will be selected from the statistical pool and may also include other receivables owned by the sponsor. The characteristics of the receivables sold to the issuing entity on the closing date may not be identical to, but will not differ materially from, the characteristics of the receivables in the statistical pool described in this prospectus. [Additionally, the characteristics (as of the applicable subsequent cutoff date) of the receivables sold to the issuing entity during the [prefunding][revolving] period will not differ materially from the characteristics (as of the initial cutoff date) of the receivables in the statistical pool described in this prospectus.]

Collection Period	The period commencing on the first day of the applicable month (or in the case of the first collection period, from, but excluding, the [initial] cutoff date) and ending on the last day of the applicable month.
Payment Dates	The issuing entity will generally pay interest and principal on the notes on the [15th] day of each month. If the [15th] day of the month is not a business day, payments on the notes will be made on the next business day. The date that any payment is made is called a “payment date.” The first payment date is [________], 20[__].
	A “business day” is any day except:
	a Saturday or Sunday; or
	a day on which banks in [__________________] or [__________________] are closed.
Final Scheduled Payment Dates	The final principal payment for each class of notes is due on the related final scheduled payment date specified on the cover of this prospectus.
Record Date	So long as the notes are in book-entry form, the issuing entity will make payments on the notes to the holders of record on the day immediately preceding the related payment date. If the notes are issued in definitive form, the record date will be the last day of the month preceding the related payment date.
Description of the Notes	The class A-1 notes, the class A-2[a] notes, [the class A-2b notes,] the class A-3 notes and the class A-4 notes are referred to in this prospectus collectively as the “class A notes.” [The class A-2a notes and the class A-2b notes are referred to in this prospectus collectively as the “class A-2 notes.”] The class A notes and the class B notes are referred to in this prospectus collectively as the “notes.”[*] [[[_]% of t][T]he [class [__]] notes [and the certificate] will be retained by [the depositor][the sponsor] or its affiliate on the closing date and[, to the extent not necessary to satisfy credit risk retention requirements described under “The Sponsor, Administrator and Servicer––Credit Risk Retention” in this prospectus,] such notes may be sold at any time directly, including through a placement agent, or through underwriters.] [The allocation of the initial principal balance of the class A-2 notes between the class A-2a notes and class A-2b notes will be determined at the time of pricing of the notes offered hereunder. The depositor expects that the initial principal balance of the class A-2b notes will not exceed $[_____].] All of the notes issued by the issuing entity will be secured by the assets of the issuing entity pursuant to the indenture and by funds on deposit in the accounts of the issuing entity.
	For a description of how payments of interest on and principal of the notes will be made on each payment date, you should refer to “Description of the Notes” and “Payments to Noteholders” in this prospectus. [*NOTE: While this prospectus describes [four][five] classes of class A notes and one class of class B notes, this description is for illustrative purposes only and there may be more or fewer classes of class A notes and/or class B notes in any transaction.]
Certificate	The issuing entity will also issue a certificate representing the equity or residual interest in the issuing entity and the right to receive amounts that remain after the issuing entity makes full payment of interest on and

	principal of the notes payable on a given payment date, required deposits to the reserve account on that payment date and other required payments. The depositor will initially retain the certificate. The certificate is not being offered by this prospectus.
	Any information in this prospectus regarding the certificate is included only for informational purposes to facilitate a better understanding of the notes.
Minimum Denominations	The notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.
Registration of the Notes	You will generally hold your interests in the notes through The Depository Trust Company in the United States, or Clearstream Banking, société anonyme or the Euroclear Bank SA/NV, as operator for the Euroclear System. This is referred to as book-entry form. You will not receive a definitive note except under limited circumstances.
	For additional information, you should refer to “Description of the Notes––Book-Entry Registration” and “Annex A: Global Clearance, Settlement and Tax Documentation Procedures” in this prospectus.
[Credit Risk Retention]	[To be included for offerings after December 24, 2016:] [The [Depositor][Sponsor] will initially retain [[_]% of] the [Class [____]] Notes [and the Certificate, which represents the right to all funds not needed to make required payments on the Notes, pay fees and expenses of the Issuing Entity and make deposits in the Reserve Account].] The risk retention regulations in Regulation RR of the Securities Act of 1933 require the Sponsor, either directly or through its majority-owned affiliates, to retain an economic interest in the credit risk of the Receivables. The [Depositor is a wholly-owned affiliate of the Sponsor and][Sponsor] will retain the required economic interest in the credit risk of the Receivables in satisfaction of the Sponsor's obligations under Regulation RR.] The [Depositor’s][Sponsor’s] required retention will not be hedged by the [Depositor][Sponsor]. For more information regarding the risk retention regulations and the Sponsor’s method of compliance with those regulations, see “The Sponsor, Administrator and Servicer––Credit Risk Retention” in this prospectus.]
Structural Summary
Assets of the Issuing Entity; the Receivables and Statistical Information	The primary assets of the issuing entity will include a pool of fixed rate retail installment sales contracts used to finance new and used passenger cars, minivans, light-duty trucks or sport utility vehicles. We refer to these contracts as “receivables.” The assets of the issuing entity will also include related security interests in the financed vehicles, proceeds from claims on related insurance policies, amounts deposited in specified bank accounts and all proceeds of the foregoing. Purchasers of new and used automobiles and light duty trucks often finance their purchases by entering into retail installment sales contracts with Toyota, Lexus and Scion dealers who then sell the contracts to TMCC. The purchasers of the financed vehicles are referred to as the “obligors” under the receivables. The terms of the contracts must meet requirements specified by TMCC. The receivables will be sold by the sponsor to the depositor and then

	transferred by the depositor to the issuing entity. The sale by the sponsor to the depositor will be documented under a receivables purchase agreement between the sponsor and the depositor. The sale by the depositor to the issuing entity will be documented under a sale and servicing agreement among the depositor, the servicer and the issuing entity. The receivables will be selected based on criteria specified in the sale and servicing agreement. The issuing entity will grant a security interest in the receivables and other specified assets of the issuing entity, and the depositor will grant a security interest in the amounts on deposit in the reserve account, in each case to the indenture trustee for the benefit of the noteholders. The issuing entity’s main source of funds for making payments on the notes will be the receivables.
	The information concerning the receivables presented throughout this prospectus is based on the receivables in the statistical pool described in this prospectus as of the [initial] cutoff date.
	As of the [initial] cutoff date, the receivables in the statistical pool had the following characteristics:
	Total Principal Balance	$[________________]
	Number of Receivables	[______]
	Average Principal Balance	$[_________]
	Range of Principal Balances	$[______] - $[_________]
	Average Original Amount Financed	$[_________]
	Range of Original Amounts Financed	$[________] - $[__________]
	Weighted Average Annual Percentage Rate (“APR”)(1)	[____]%
	Range of APRs	[____]% – [_____]%
	Weighted Average Original Number of Scheduled Payments(1)	[_____] payments
	Range of Original Number of Scheduled Payments	[__] – [__] payments
	Weighted Average Remaining Number of Scheduled Payments(1)	[_____] payments
	Range of Remaining Number of Scheduled Payments	[_] – [__] payments
	Weighted Average FICO® score (1) (2)	[___]
	Range of FICO® scores (2)	[___] – [___]
	___________________ (1) Weighted by principal balance as of the [initial] cutoff date. (2) FICO® is a federally registered servicemark of Fair Isaac Corporation.

	For additional information regarding the characteristics of the receivables in the statistical pool as of the [initial] cutoff date, you should refer to “The Receivables Pool” in this prospectus. TMCC does not consider any of the receivables to be exceptions to its underwriting standards. For additional information regarding TMCC’s underwriting standards, you should refer to “The Sponsor, Administrator and Servicer—Underwriting of Motor Vehicle Retail Installment Sales Contracts” in this prospectus.
	The receivables sold to the issuing entity on the closing date are expected to have a total principal balance of approximately $[________________] as of the [initial] cutoff date. The characteristics of the receivables in the initial pool acquired by the issuing entity on the closing date may not be identical to, but will not differ materially from, those of the receivables in the statistical pool as of the [initial] cutoff date. [Additionally, the characteristics (as of the applicable subsequent cutoff date) of the receivables sold to the issuing entity during the [prefunding][revolving] period will not differ materially from those of the receivables in the statistical pool as of the initial cutoff date.] All receivables acquired by the issuing entity, however, must satisfy the eligibility criteria specified in the transaction documents. For additional information regarding the eligibility criteria for receivables being acquired by the issuing entity, you should refer to “The Receivables Pool” in this prospectus.
	The assets of the issuing entity will also include:
	· certain monies due or received under the receivables after the [applicable] cutoff date;
	· security interests in the vehicles financed under the receivables;
	[· rights to certain payments under [the [swap][cap] agreement];]
	· certain bank accounts and the proceeds of those accounts; and
	· proceeds from claims under certain insurance policies relating to the financed vehicles or the obligors under the receivables and certain rights of the depositor under the receivables purchase agreement.
	For additional information regarding the assets of the issuing entity, you should refer to “The Issuing Entity” in this prospectus.
[Prefunding	On the closing date, the depositor will make a $[________] [NOTE: amount not to exceed 25% of the principal balance of the notes] deposit into the prefunding account from proceeds received from the sale of the notes. Amounts on deposit in the prefunding account will be used to purchase additional receivables, which will be required to have the same eligibility criteria and general characteristics as the initial pool of receivables from the period beginning on the closing date and ending on the earliest of (i) [NOTE: insert date not later than one year from the closing date], (ii) the date on which the amounts on deposit in the prefunding account have been depleted and (iii) the occurrence of an event of default that results in acceleration (the “prefunding period”). Any amounts remaining on deposit in the prefunding account following the prefunding period will be transferred to the collection account and included as part of available collections on the next succeeding payment date. Updated asset level data will be filed with the SEC on Form ABS-EE with each filing of Form 10-D.]

[Revolving Period	During the period beginning on the closing date and ending on the earlier of (i) [NOTE: insert date not later than three years from the closing date] and (ii) the occurrence of an event of default that results in acceleration (the “revolving period”), all amounts that represent principal collections on the receivables that otherwise would become principal distributable amounts on the next related payment date will instead be used to purchase additional receivables, which will be required to have the same eligibility criteria and general characteristics as the initial pool of receivables. After the revolving period (the “amortization period”), all amounts that represent principal collections on the receivables will become principal distributable amounts. Updated asset level data will be filed with the SEC on Form ABS-EE with each filing of Form 10-D.]
Review of Pool Assets	In connection with the offering of the notes, the depositor has performed a review of the receivables and certain disclosure in this prospectus relating to the receivables, and has concluded that it has reasonable assurance that such disclosure is accurate in all material respects, as described under “Review of Pool Assets” in this prospectus. As described in “The Sponsor, Administrator and Servicer—Underwriting of Motor Vehicle Retail Installment Sales Contracts” in this prospectus, under TMCC’s origination process, credit applications are evaluated when received and are either automatically approved, automatically rejected or forwarded for review by a TMCC credit analyst with appropriate approval authority. The credit analyst decisions applications based on an evaluation that considers an applicant’s creditworthiness and projected ability to meet the monthly payment obligation, which is derived, among other things, from the amount financed (as defined in the sale and servicing agreement), the term, and the assigned contractual interest rate. Approximately [_____]% of the aggregate principal balance of the receivables in the statistical pool as of the [initial] cutoff date were automatically approved, while approximately [_____]% of the aggregate principal balance of the receivables in the statistical pool as of the [initial] cutoff date were evaluated and approved by a TMCC credit analyst with appropriate authority in accordance with TMCC’s written underwriting guidelines. TMCC determined that whether a receivable was accepted automatically by TMCC’s electronic credit decision system or was accepted following review by a TMCC credit analyst was not indicative of the related receivable’s quality.
Asset Representations Review	The asset representations reviewer will perform a review of certain of the receivables for compliance with the representations made about the receivables if: a delinquency trigger for the receivables is reached, and the required amount of noteholders vote to direct the review. For additional information about the asset representations review, the delinquency trigger, voting requirements for a review, the representations and warranties to be reviewed and the cost of the review, you should refer to “Asset Representations Review” in this prospectus.
Dispute Resolution	If a request is made for the repurchase of a receivable due to a breach of a representation or warranty, and the request is not resolved within 180 days of the receipt of the request, the party submitting the request will have the right to refer the matter to either mediation (including non-binding arbitration) or third-party binding arbitration. See “Repurchases of Receivables—Dispute Resolution” in this prospectus.

Servicing and Servicer Compensation	TMCC will act as servicer for the receivables owned by the issuing entity. The servicer will handle all collections, administer defaults and delinquencies and otherwise service the contracts. On each payment date, the issuing entity will pay the servicer a monthly fee equal to one-twelfth of [1.00]% multiplied by the aggregate principal balance of the receivables as of the first day of the related collection period[; provided that, for the first payment date, the issuing entity will pay the servicer a fee equal to two-twelfths of [1.00]% of the aggregate principal balance of the receivables as of the [initial] cutoff date]. The servicer will also receive additional servicing compensation in the form of certain investment earnings, late fees, extension fees and other administrative fees and expenses or similar charges received by the servicer during such month. For additional information regarding the compensation payable to the servicer, you should refer to “Transfer and Servicing Agreements––Servicing Compensation and Payment of Expenses” in this prospectus.
Trustees Fees and Expenses	Each trustee will be entitled to a fee (and will be entitled to be reimbursed for all costs and expenses incurred) in connection with the performance of its respective duties. The trustee fees (and associated costs and expenses) will generally be paid directly by the servicer from amounts received as the servicing fee or paid directly by the sponsor.
Asset Representations Reviewer Fees and Expenses	The asset representations reviewer will be entitled to a [monthly][quarterly] fee (and will be entitled to be reimbursed for all costs and expenses incurred) in connection with the performance of its duties. The asset representations reviewer fees will generally be paid directly by the servicer from amounts received as the servicing fee or paid directly by the sponsor. In the event an asset representations review occurs, the asset representations reviewer will be entitled to a per receivable review fee of $[___], payable as provided under “Asset Representations Reviewer––Fees” in this prospectus.
[Administration Fee	As compensation for the performance of the administrator’s obligations and as reimbursement for its expenses related thereto, the administrator will be entitled to a monthly administration fee of such amount, which will generally be paid directly by the servicer from amounts received as the servicing fee or paid directly by the sponsor.]
Interest and Principal Payments	Interest Rates
	The notes will bear interest for each interest period at the interest rates specified on the cover of this prospectus (provided that one-month LIBOR for the first payment date will be [____]).
	Interest Accrual
	The class A notes will be the “controlling class” under the indenture while any class A notes are outstanding. After the class A notes have been paid in full, the class B notes will be the controlling class.

	The class A-1 notes [and the class A-2b notes] will accrue interest on an actual/360 basis from (and including) a payment date to (but excluding) the next payment date, except that the first interest period will be from (and including) the closing date to (but excluding) [________], 20[__]. This means that the interest due on each payment date will be the product of: (i) the outstanding principal amount, (ii) the interest rate, and (iii) the actual number of days since the previous payment date (or, in the case of the first payment date, since the closing date) divided by 360.
	The notes (other than the class A-1 notes [and the class A-2b notes]) will accrue interest on a 30/360 basis from (and including) the [15th] day of each calendar month to (but excluding) the [15th] day of the succeeding calendar month, except that the first interest period will be from (and including) the closing date to (but excluding) [_____] [15], 20[__]. This means that the interest due on each payment date will be the product of: (i) the outstanding principal amount, (ii) the interest rate, and (iii) 30 (or, in the case of the first payment date, __) divided by 360.
	If noteholders of any class do not receive all interest owed on their notes on any payment date, the issuing entity will make payments of interest on later payment dates to make up the shortfall (together with interest on such amounts at the applicable interest rate for such class, to the extent permitted by law) to the extent funds are available to do so pursuant to the payment priorities described in this prospectus. If the full amount of interest due on the controlling class is not paid within five business days of a payment date, an event of default will also occur which may result in acceleration of the notes.
	For additional information regarding the payment of interest on the notes, you should refer to “Description of the Notes––Payments of Interest” and “Payments to Noteholders” in this prospectus.
	Principal Payments
	On each payment date [beginning on or after the last day of the revolving period], except after the acceleration of the notes following an event of default, from the amounts allocated to the noteholders to pay principal described in clauses (3), (5) and ([6][7]) under “—Priority of Payments” below, the issuing entity will pay principal of the notes in the following order of priority: (1) to the class A-1 notes until the principal amount of the class A-1 notes is reduced to zero; then[] (2) to the class A-2[a] notes [and the class A-2b notes, pro rata, based on the outstanding principal amounts of each of those classes of notes,] until the principal amount [of the class A-2 notes][each such note] is reduced to zero; then[] (3) to the class A-3 notes until the principal amount of the class A-3 notes is reduced to zero; then[] (4) to the class A-4 notes until the principal amount of the class A-4 notes is reduced to zero; and then[] (5) to the class B notes until the principal amount of the class B notes is reduced to zero.[] [NOTE: This priority of principal payments is for illustrative purposes only. More, different or fewer classes of notes may pay principal pro rata with another class, or all of the classes may pay principal sequentially.]

	If the notes are declared to be due and payable following the occurrence of an event of default, the issuing entity will pay principal of the notes from funds allocated to the noteholders, first, to the class A-1 notes until the principal amount of the class A-1 notes is reduced to zero, second, pro rata, based upon their respective unpaid principal amounts, to the class A-2[a] notes, [the class A-2b notes,] the class A-3 notes and the class A-4 notes until the principal amount of each such class of notes is reduced to zero, and third, to the class B notes until the principal amount of the class B notes is reduced to zero.[] All outstanding principal and interest with respect to a class of notes will be payable in full on its final scheduled payment date. For additional information regarding the payment of principal of the notes, you should refer to “Payments to Noteholders” in this prospectus. [NOTE: This priority of principal payments is for illustrative purposes only. More, different or fewer classes of notes may pay principal pro rata with another class, or all of the classes may pay principal sequentially.]
	Priority of Payments
	On each payment date, except after the acceleration of the notes following an event of default, the issuing entity will make payments from available collections received during the related collection period (or, if applicable, amounts withdrawn from the reserve account) [and [amounts remaining on deposit in the prefunding account on or after the last day of the prefunding period][any principal collected on the receivables that were not used to purchase additional receivables by the end of the revolving period]] in the following order of priority:
	1. Servicing Fee –– The total servicing fee payable to the servicer (which includes any supplemental servicing fee, to the extent not previously retained by the servicer);
	2. Class A Note Interest [and Swap Counterparty] –– [Pro rata, based on the aggregate outstanding principal amount of the class A notes and the amount of any swap termination payment and swap payment due and payable by the issuing entity to the swap counterparty under this clause (2): (i) t][T]o the class A noteholders (pro rata based upon the aggregate amount of interest due to such noteholders), accrued and unpaid interest on each class of class A notes[, (ii) to the swap counterparty, the amount of any termination payment due to the swap counterparty under the swap agreement due to a swap termination resulting from a payment default by the issuing entity or the insolvency of the issuing entity; provided, that if any amounts allocable to the class A notes are not needed to pay the class A noteholders’ accrued and unpaid interest as of such payment date, such amounts will be applied to pay the portion, if any, of any swap termination payment referred to above remaining unpaid, and (iii) to the swap counterparty, the amount of interest at [____]% due to the swap counterparty under the swap agreement];
	3. Note Principal –– [During the amortization period, t][T]o the noteholders, to be paid in the priority described under “—

	Principal Payments” above, the first priority principal distribution amount; The “first priority principal distribution amount” means, with respect to any payment date, an amount equal to the excess, if any, of (a) the aggregate outstanding principal amount of the class A notes as of such payment date (before giving effect to any principal payments made on the class A notes on such payment date), over (b) the aggregate principal balance of the receivables less the yield supplement overcollateralization amount (which amount is referred to in this prospectus as the “adjusted pool balance”), in each case, as of the last day of the related collection period; provided, that, for the final scheduled payment date of any class of class A notes, the “first priority principal distribution amount” will not be less than the amount necessary to reduce the outstanding principal amount of such class of class A notes to zero;
	4. Class B Note Interest –– To the class B noteholders (based upon the aggregate amount of interest due to such noteholders), accrued and unpaid interest on the class B notes;
	5. Note Principal –– [During the amortization period, t][T]o the noteholders, to be paid in the priority described under “—Principal Payments” above, the second priority principal distribution amount; The “second priority principal distribution amount” means, with respect to any payment date, an amount equal to (a) the excess, if any, of (i) the aggregate outstanding principal amount of the class A notes and class B notes as of such payment date (before giving effect to any principal payments made on the class A notes and class B notes on such payment date), over (ii) the adjusted pool balance as of the last day of the related collection period, minus (b) the first priority principal distribution amount for such payment date; provided, that, for the final scheduled payment date of the class B notes, the “second priority principal distribution amount” will not be less than the amount necessary to reduce the outstanding principal amount of the class B notes to zero;
	6. Reserve Account Deposit –– to the extent amounts then on deposit in the reserve account are less than the specified reserve account balance described below under “—Credit Enhancement—Reserve Account,” to the reserve account, until the amount on deposit in the reserve account equals such specified reserve account balance;
	7. Note Principal –– [During the amortization period, t][T]o the noteholders, to be paid in the priority described under “—Principal Payments” above, the regular principal distribution amount; The “regular principal distribution amount” means, with respect to any payment date, an amount equal to (a) the excess, if any, of (i) the aggregate outstanding principal amount of the notes as of such payment date (before giving effect to any principal payments made on the notes on such payment date), over (ii) the adjusted pool balance as of the last day of the related collection period less the overcollateralization target amount, minus (b) the sum of the first priority principal distribution amount and the second priority principal distribution amount for such payment date; and

	8. Asset Representations Reviewer [and Swap Counterparty] –– if applicable, [pro rata, based on amounts due,] to the asset representations reviewer [and the swap counterparty] the amount of any [(i)] [monthly][quarterly] fees and receivables review fees payable to the asset representations reviewer in excess of $[____] [and (ii) swap termination payments due to the swap counterparty not payable in clause (ii) of clause (2) above.]
	9. Excess Amounts –– Any remaining amounts to the certificateholder.
	For additional information regarding the priority of payments on the notes, you should refer to “Payments to Noteholders—Calculation of Available Collections” and “—Priority of Payments” in this prospectus.
	Change in Priority of Distribution upon Events of Default Resulting in an Acceleration of the Notes Following the occurrence of an event of default under the indenture that results in the acceleration of the maturity of the notes and unless and until such acceleration has been rescinded, the issuing entity will make the following payments in the following order of priority from available collections received during the related collection period, [amounts on deposit in the prefunding account][any principal collected on the receivables] and, if necessary and available, to pay principal of the notes from amounts withdrawn from the reserve account:
	1. Servicing Fee –– The total servicing fee payable to the servicer (which includes any supplemental servicing fee, to the extent not previously retained by the servicer);
	2. [Administrator,] Asset Representations Reviewer and Trustee Amounts –– Any fees, expenses and indemnification amounts owed to [the administrator,] the owner trustee or the indenture trustee, to the extent not paid by the servicer or the sponsor and any [monthly][quarterly] fees, to the extent not paid by the servicer or the sponsor, and receivables review fees payable to the asset representations reviewer up to an aggregate amount of $[____];
	3. Class A Note Interest [and Swap Counterparty] –– [Pro rata, based on the aggregate outstanding principal amount of the class A notes and the amount of any swap termination payment and swap payment due and payable by the issuing entity to the swap counterparty under this clause (2): (i) t][T]o the class A noteholders, on a pro rata basis based on such amounts due, accrued and unpaid interest on the class A notes[, (ii) to the swap counterparty, the amount of any termination payment due to the swap counterparty under the swap agreement due to a swap termination resulting from a payment default by the issuing entity or the insolvency of the issuing entity; provided, that if any amounts allocable to the class A notes are not needed to pay the class A noteholders’ accrued and unpaid interest as of such payment date, such amounts will be applied to pay the portion, if any, of any swap termination payment referred to above remaining unpaid, and (iii) to the swap counterparty, the amount of interest at [____]% due to the swap counterparty under the swap agreement];

	4. Class A Note Principal –– To the class A noteholders, to be paid in the priority described under “—Principal Payments” above;
	5. Class B Note Interest –– To the class B noteholders, accrued and unpaid interest on the class B notes;
	6. Class B Note Principal –– To the class B noteholders, until the principal amount of the class B notes is reduced to zero;
	7. Asset Representations Reviewer [and Swap Counterparty] –– [pro rata, based on amounts due,] to the asset representations reviewer [and the swap counterparty] the amount of any [(i)] [monthly][quarterly] fees and receivables review fees payable to the asset representations reviewer in excess of $[____] [and (ii) swap termination payments due to the swap counterparty not payable in clause (ii) of clause (3) above.].
	8. Excess Amounts –– Any remaining amounts to the certificateholder.
	For additional information regarding the priority of payments on the notes after the acceleration of the notes following an event of default, you should refer to “Payments to Noteholders—Calculation of Available Collections” and “—Priority of Payments” in this prospectus.
	Final Scheduled Payment Dates
	The issuing entity is required to pay the outstanding principal amount of each class of notes in full on or before the related final scheduled payment date specified on the cover of this prospectus.
Events of Default	Each of the following will constitute an event of default under the indenture:
	(a) a default for five business days or more in the payment of any interest on any of the outstanding classes of the controlling class; (b) a default in the payment in full of the principal of any note on its final scheduled payment date or the redemption date; (c) a default in the observance or performance of any covenant or agreement of the issuing entity made in the indenture which materially and adversely affects the noteholders, subject to notice and cure provisions; (d) any representation or warranty made by the issuing entity in the indenture having been incorrect in a material respect as of the time made, subject to notice and cure provisions; or (e) certain events of bankruptcy, insolvency, receivership or liquidation of the issuing entity; provided, however, that a delay in or failure of performance referred to in clause (a), (b), (c) or (d) above will not constitute an event of default for a period of 30 days after the applicable cure period under the indenture if that delay or failure was caused by force majeure or other similar occurrence. If an event of default under the indenture should occur and is continuing, the indenture trustee or the holders of notes evidencing not less than a majority of the aggregate principal amount of the notes of the controlling class then outstanding (excluding for these purposes the outstanding

	principal amount of any notes held of record or beneficially owned by TMCC, the depositor or any of their affiliates), acting together as a single class, may declare an acceleration of the notes and the principal of the notes to be immediately due and payable. For additional information regarding the events of default, you should refer to “Description of the Notes—Indenture—Events of Default; Rights Upon Event of Default” in this prospectus.
Credit Enhancement	Credit enhancement is intended to protect you against losses and delays in payments on your notes. If losses on the receivables and other shortfalls in cash flows exceed the amount of available credit enhancement, such losses will not be allocated to write down the principal amount of any class of notes. Instead, the amount available to make payments on the notes will be reduced to the extent of such losses. The credit enhancement for the notes is:
	· the reserve account; · overcollateralization; · the yield supplement overcollateralization amount; · in the case of the class A notes, subordination of the class B notes; and · excess interest on the receivables.
	If the credit enhancement is not sufficient to cover all amounts payable on the notes, notes having a later scheduled final payment date generally will bear a greater risk of loss than notes having an earlier final scheduled payment date. For additional information, you should refer to “Risk Factors—Payment priorities increase risk of loss or delay in payment to certain classes of notes,” “Risk Factors—Because the issuing entity has limited assets, there is only limited protection against potential losses” and “Payments to Noteholders” in this prospectus.
	Reserve Account
	On each payment date, funds will be withdrawn from the reserve account (1) to cover shortfalls in the amounts required to be paid on that payment date with respect to clauses (1) through (5) under “—Priority of Payments” above, (2) after an event of default that results in the acceleration of the maturity of the notes, to pay principal on the notes, and (3) to pay principal on any class of notes on the final scheduled payment date of that class of notes.
	On the closing date, the depositor will cause to be deposited $[____________] into the reserve account, which is approximately [____]% of [the sum of (i)] the adjusted pool balance as of the [initial] cutoff date [and (ii) the amounts on deposit in the prefunding account on the closing date]. On each payment date, after making required payments to the servicer[, the swap counterparty] and the noteholders, available collections will be deposited into the reserve account to the extent necessary to maintain the amount on deposit in the reserve account at the specified reserve account balance.
	On any payment date prior to an event of default that results in an acceleration of the maturity of the notes, if the amount in the reserve account exceeds the specified reserve account balance, the excess will be distributed to the depositor. The “specified reserve account balance” is, on any payment date, the lesser of (a) $[____________] (which is

	approximately [____]% of [the sum of (i)] the adjusted pool balance as of the [initial] cutoff date [and (ii) the amounts on deposit in the prefunding account on the closing date] and (b) the aggregate outstanding balance of the notes after giving effect to all payments of principal on that payment date. In addition, on any payment date prior to an event of default that results in an acceleration of the maturity of the notes, investment income on the amounts on deposit in the reserve account will be distributed to the sponsor.
	For additional information regarding the reserve account, you should refer to “Payments to Noteholders—Credit and Cash Flow Enhancement—Reserve Account” in this prospectus.
	Overcollateralization
	Overcollateralization represents the amount by which the adjusted pool balance exceeds the aggregate outstanding principal amount of the notes. The adjusted pool balance as of the [initial] cutoff date is expected to be approximately equal to the aggregate initial principal amount of the notes. The application of funds according to clause (7) under “—Interest and Principal Payments—Priority of Payments” above is designed to achieve and maintain the level of overcollateralization as of any payment date to a target amount of [____]% of [the sum of (i)] the adjusted pool balance as of the [initial] cutoff date [and (ii) the amounts on deposit in the prefunding account on the closing date]. This amount is referred to in this prospectus as the “overcollateralization target amount.” The overcollateralization will be available as an additional source of funds to absorb losses on the receivables.
	For additional information regarding overcollateralization, you should refer to “Payments to Noteholders—Credit and Cash Flow Enhancement—Overcollateralization” in this prospectus.
	Yield Supplement Overcollateralization Amount
	The yield supplement overcollateralization amount for each payment date or with respect to the closing date is the aggregate amount by which the principal balance as of the last day of the related collection period or the [initial] cutoff date, as applicable, of each receivable with an APR below [____]% (referred to herein as the “required rate”), other than any defaulted receivable, exceeds the present value of the future payments on such receivables, calculated as if their APRs were equal to the required rate, assuming such future payment is made on the last day of each month and each month has 30 days. For additional information regarding the calculation of the yield supplement overcollateralization amount and its effect on the payment of principal, you should refer to “Payments to Noteholders—Credit and Cash Flow Enhancement—Yield Supplement Overcollateralization Amount” and “—Overcollateralization” in this prospectus.
	Subordination
	Payments of interest on the class B notes will be subordinated to payments of interest on the class A notes and certain other payments on each payment date (including principal payments of the class A notes in specified circumstances). No payments of principal will be made on the class B notes until the principal of and interest on the class A notes has been paid in full.

	If an event of default that results in the acceleration of payment of the notes occurs, no payments of interest or principal will be made on the class B notes until the class A notes are paid in full. Consequently, the holders of the class B notes will incur losses and shortfalls because of delinquencies and losses on the receivables before the holders of the class A notes incur those losses and shortfalls. While any class A notes are outstanding, the failure to pay interest on the class B notes will not be an event of default. For additional information, you should refer to “Payments to Noteholders—Credit and Cash Flow Enhancement—Subordination of Principal and Interest” in this prospectus.
	Excess Interest
	More interest is expected to be paid by the obligors in respect of the receivables than is necessary to pay the servicing fee[, amounts due to the swap counterparty] and interest on the notes each month. Any such excess in interest payments from obligors will serve as additional credit enhancement. For additional information, you should refer to “Payments to Noteholders—Credit and Cash Flow Enhancement—Excess Interest” in this prospectus.
Optional Redemption; Clean-Up Call	The servicer may purchase the receivables remaining in the issuing entity at a price equal to at least the unpaid principal amount of the notes plus any accrued and unpaid interest thereon on any payment date when the aggregate outstanding principal balance of the receivables has declined to [_]% or less of the aggregate principal balance of the receivables as of the [receivables’ respective] cutoff date[s] (the “redemption date”). Upon the exercise of this clean-up call option by the servicer, the issuing entity must redeem the notes in whole, and not in part.
	For additional information, you should refer to “Transfer and Servicing Agreements––Optional Purchase of Receivables and Redemption of Notes” in this prospectus.
Removal of Pool Assets	Breaches of Representations and Warranties. Upon sale of the receivables to the depositor, TMCC will make certain representations and warranties regarding the receivables, and upon sale of the receivables to the issuing entity, the depositor will make certain corresponding representations and warranties to the issuing entity regarding the receivables. The depositor is required to repurchase from the issuing entity, and TMCC is required to repurchase from the depositor, in turn, any receivable for which a representation or warranty has been breached if such breach materially and adversely affects the issuing entity or the noteholders and such breach has not been cured in all material respects (each, a “warranty receivable”).
	For additional information, you should refer to “Repurchases of Receivables” in this prospectus.
	Breach of Servicer Covenants. The servicer will be required to purchase any receivable with respect to which specified servicing covenants made by the servicer under the sale and servicing agreement are breached and not cured in all material respects.
CUSIP Numbers	Class A-1 Notes: [_________] Class A-2[a] Notes: [_________] [Class A-2b Notes: [_________]] Class A-3 Notes: [_________] Class A-4 Notes: [_________] Class B Notes: [_________]

Tax Status	Subject to important considerations described under “Certain Federal Income Tax Consequences” and “Certain State Tax Consequences” in this prospectus, Morgan, Lewis & Bockius LLP, special tax counsel to the issuing entity, will deliver its opinion that:
	· the notes held by parties unaffiliated with the issuing entity will be characterized as debt for federal income tax purposes; and
	· the issuing entity will not be characterized as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes.
	If you purchase the notes, you will agree to treat the notes as debt for federal and state income tax, franchise tax and any other tax measured in whole or in part by income. You should consult your own tax advisor regarding the federal tax consequences of the purchase, ownership and disposition of the notes, and the tax consequences arising under the laws of any state or other taxing jurisdiction.
	For additional information regarding the application of federal income and state tax laws to the issuing entity and the notes, you should refer to “Certain Federal Income Tax Consequences” and “Certain State Tax Consequences” in this prospectus.
ERISA Considerations	The notes sold to parties unaffiliated with the issuing entity may be purchased by employee benefit plans and individual retirement accounts, subject to those considerations discussed under “ERISA Considerations” in this prospectus.
	For additional information, you should refer to “ERISA Considerations” in this prospectus. If you are a benefit plan fiduciary considering the purchase of the notes you should, among other things, consult with your counsel in determining whether all required conditions have been satisfied.
Certain Investment Company Act Considerations	The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in [Rule 3a-7] under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

The notes are not suitable investments for all investors.	The notes are not a suitable investment for any investor that requires a regular or predictable schedule of payments or payment on specific dates. The notes are complex investments that involve a high degree of risk and should be considered only by sophisticated investors. We suggest that only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of an investment and the interaction of these factors should consider investing in the notes.
You must rely for repayment only upon payments from the issuing entity’s assets which may not be sufficient to make full payments on your notes.	The notes represent interests solely in the issuing entity or indebtedness of the issuing entity and will not be insured or guaranteed by the depositor, sponsor, administrator, servicer or any of their respective affiliates, any governmental entity, the trustees or any other person or entity other than the issuing entity. The only sources of payment on your notes are payments received on the receivables and, to the extent available, any credit or cash flow enhancement for the issuing entity, including amounts on deposit in the reserve account [and payable by the [swap][cap] counterparty]. If the available credit enhancement is exhausted, your notes will be paid solely from current distributions on the receivables. The issuing entity will also have the benefit of overcollateralization to provide limited protection against low-interest yielding receivables. For additional information, you should refer to [“The [Swap][Cap] Agreement,”] “Payments to Noteholders—Credit and Cash Flow Enhancement—Overcollateralization” and “Payments to Noteholders—Credit and Cash Flow Enhancement—Reserve Account” in this prospectus.
The absence of a secondary market for the notes or a lack of liquidity in the secondary markets could limit your ability to resell the notes or adversely affect the market value of your notes.	The notes will not be listed on any securities exchange. Therefore, to sell your notes, you must first locate a willing purchaser. The underwriters may, but are not obligated to, provide a secondary market for the notes and even if the underwriters make a market in the notes, the underwriters may stop making offers at any time. In addition, the prices offered, if any, may not reflect prices that other potential purchasers would be willing to pay, were they to be given the opportunity. For several years after the 2008 financial crisis, major disruptions in the global financial markets caused a significant reduction in liquidity in the secondary market for asset-backed securities. While conditions in the financial markets and the secondary markets have improved, periods of illiquidity could occur again and affect the secondary market, thereby adversely affecting the value of your notes and limiting your ability to locate a willing purchaser of your notes. Furthermore, the global financial markets have experienced increased volatility due to uncertainty surrounding the level and sustainability of the sovereign debt of various countries. Concerns regarding sovereign debt may spread to other countries at any time. There can be no assurance that this uncertainty related to the sovereign debt of various countries will not lead to disruption of the credit markets in the United States. Accordingly, you may not be able to sell your notes when you want to do so or you may be unable to obtain the price that you wish to receive for your notes and, as a result, you could suffer a loss on your investment.

	In addition, the issuance and offering of the notes does not comply with the requirements of Articles 404-410 of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of June 26, 2013, known as the Capital Requirements Regulation (“CRR”). Lack of compliance with the CRR and similar rules may preclude certain investors from purchasing the notes. As a result, you may be unable to obtain the price that you wish to receive for your notes or you may suffer a loss on your investment. For additional information, you should refer to “Underwriting—EU Risk Retention and Due Diligence Requirements” in this prospectus.
Continuing or worsening economic developments may adversely affect the performance and market value of your notes.	After the 2008 financial crisis, the United States experienced a recession and an extended period of economic contraction. During the economic downturn, elevated unemployment, decreases in home values and lack of available credit led to increased delinquency and default rates by obligors, as well as decreased consumer demand for automobiles and declining market values of the automobiles securing the receivables. Any such decline in market values of automobiles may weaken collateral coverage and increase the amount of losses in the event of default. While there have been modest improvements, if the economic downturn were to worsen, delinquencies and losses on the receivables could increase, which could result in losses on your notes.
	Additionally, higher future energy and fuel prices could reduce the amount of disposable income that the affected obligors have available to make monthly payments on their automobile finance contracts. Higher energy costs could also cause business disruptions, which could cause unemployment and a deepening economic downturn. Such obligors could potentially become delinquent in making monthly payments or default if they were unable to make payments due to increased energy or fuel bills or unemployment. The issuing entity’s ability to make payments on the notes could be adversely affected if the related obligors were unable to make timely payments.
	Delinquencies and losses with respect to automobile finance contracts may increase during the term of your notes. These increases in delinquencies and losses may be related to the weakness in the residential housing market, where increasing numbers of individuals have defaulted on their residential mortgage loans. For delinquency and loss information regarding certain automobile loans originated and serviced by TMCC, you should refer to “Delinquencies, Repossessions and Net Losses” and “Static Pools” in this prospectus.
The issuing entity’s interests in financed vehicles may be unenforceable or defeated.	The certificates of title for vehicles financed by TMCC name TMCC as the secured party. The certificates of title for financed vehicles under contracts assigned to the issuing entity will not be amended to identify the issuing entity as the new secured party because it would be administratively burdensome to do so. However, financing statements showing the transfer to the issuing entity of TMCC’s and the depositor’s interest in the receivables and the transfer to the indenture trustee of the issuing entity’s interest in the receivables will be filed with the appropriate governmental authorities. TMCC, as servicer, will retain the documentation for the receivables and the certificates of title.
	Because of these arrangements, another person could acquire an interest in the receivables and the financed vehicles that is judged by a court of law to be superior to the issuing entity’s or the indenture trustee’s interest. Examples of these persons are other creditors of the obligor, a subsequent purchaser of a financed vehicle or another lender who finances the vehicle. Some of the ways this could happen are described

	under “Certain Legal Aspects of the Receivables” in this prospectus. In some circumstances, either the depositor or the servicer will be required to purchase receivables if a security interest superior to the claims of others has not been properly established and maintained. The details of this obligation are described under “Repurchases of Receivables” in this prospectus.
If the servicer does not maintain control of the receivables evidenced by electronic contracts, the issuing entity may not have a perfected interest in those receivables.	As described in “The Sponsor, Administrator and Servicer—Electronic Contracts and Electronic Contracting” in this prospectus, for some receivables, TMCC acquires possession of the related contracts from dealers and converts them to electronic form and maintains control of the electronic copies through TMCC’s own technology system. Other receivables may be originated electronically through a third-party custodian using the third-party custodian’s technology system. Both of these technology systems are designed to enable TMCC to perfect its interest in the receivables evidenced by electronic contracts by satisfying the Uniform Commercial Code’s (the “UCC’s”) requirements for “control” of electronic chattel paper. TMCC will obtain “control” of an electronic contract if (a) there is a “single authoritative copy” of the electronic contract that is readily distinguishable from all other copies and which identifies TMCC as the owner, (b) all other copies of the electronic contract indicate that they are not the “authoritative copy” of the electronic contract, (c) any revisions to the authoritative copy of the electronic contract are readily identifiable as either authorized or unauthorized revisions, and (d) authorized revisions of the electronic contract cannot be made without TMCC’s participation. However, it is possible that another person could acquire an interest in an electronic contract that is superior to TMCC’s interest (and accordingly, the issuing entity’s interest). This could occur if TMCC ceases to have “control” over the electronic contract that is maintained by TMCC or on behalf of TMCC by the third-party custodian and another party purchases that electronic contract (without knowledge that such purchase violates TMCC’s rights in the electronic contract) and obtains “control” over the electronic contract. TMCC also could lose control over an electronic contract if through fraud, forgery, negligence or error, or as a result of a computer virus or a failure of or weakness in TMCC’s or the third-party custodian’s technology system, as applicable, a person other than TMCC were able to modify or duplicate the authoritative copy of the contract. Although TMCC will perfect its assignment of its interest in the electronic contracts to the issuing entity and the indenture trustee by filing financing statements, the fact that TMCC’s interest in the receivables may not be perfected by control may affect the priority of the issuing entity’s interest in the receivables. The issuing entity’s interest in the receivables could be junior to another party with a perfected security interest in the inventory of the originating dealer. There can be no assurances that the third-party’s technology system will perform as represented to the servicer in maintaining the systems and controls required to provide assurance that TMCC maintains control over an electronic contract. In that event, there may be delays in obtaining copies of the electronic contract or confirming ownership and control of the electronic contract.

	TMCC and the depositor will represent that TMCC has a perfected interest in the receivables to the extent evidenced by electronic contracts by means of control and that the interest has been transferred to the depositor and thereafter to the issuing entity. From time to time, the receivables evidenced by electronic contracts may be amended, including, without limitation, by extensions of the final maturity date. To the extent any of those amendments is evidenced in tangible form, TMCC and the depositor will represent that TMCC has a perfected interest in the receivables (consisting of the electronic contract and tangible amendment) by possession of the tangible amendment and control of the electronic contract. However, the law governing the perfection of interests in electronic contracts by control is relatively recent. As a result, there is a risk that the systems employed by TMCC or the third-party to maintain control of the electronic contracts may not be sufficient as a matter of law to give TMCC (and accordingly, the issuing entity) a perfected interest in the receivables evidenced by electronic contracts. As a result of the foregoing, TMCC (and accordingly, the issuing entity) may not have a perfected interest in certain receivables or its interest, although perfected, could be junior to that of another party. Either circumstance could affect TMCC’s ability on behalf of the issuing entity to repossess and sell the underlying financed vehicles. Therefore, you may be subject to delays in payment on your notes and you may incur losses on your investment in the notes.
The bankruptcy of the issuing entity could result in losses or delays in payments on your notes.	If the issuing entity becomes subject to bankruptcy proceedings, you could experience losses or delays in the payments on your notes as a result of, among other things, an “automatic stay,” which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the applicable court, and provisions of the U.S. Bankruptcy Code (the “Bankruptcy Code”) that permit substitution of collateral in limited circumstances.
The bankruptcy of TMCC or the depositor could result in losses or delays in payments on the notes.	If TMCC or the depositor becomes subject to bankruptcy proceedings, you could experience losses or delays in the payments on your notes. TMCC will sell the receivables to the depositor, and the depositor will in turn sell the receivables to the issuing entity. However, if TMCC or the depositor becomes subject to a bankruptcy proceeding, the court in the bankruptcy proceeding could conclude that TMCC or the depositor effectively still owns the receivables by concluding that the sale to the depositor by TMCC or the sale to the issuing entity by the depositor was not a “true sale” or that the issuing entity should be consolidated with TMCC or the depositor for bankruptcy purposes. If a court were to reach this conclusion, you could experience losses or delays in payments on the notes as a result of, among other things: · an “automatic stay” which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the court and provisions of the Bankruptcy Code that permit substitution of collateral in certain circumstances; · certain tax or government liens on TMCC’s or the depositor’s property (that arose prior to the transfer of a receivable to the issuing entity) having a prior claim on collections before the collections are used to make payments on your notes; and

	· the fact that neither the issuing entity nor the indenture trustee has a perfected security interest in (a) one or more of the vehicles securing the receivables or (b) any cash collections held by TMCC or the depositor at the time TMCC or the depositor becomes the subject of a bankruptcy proceeding. The depositor will take steps in structuring the transactions described in this prospectus to minimize the risk that a court would consolidate the issuing entity with the depositor for bankruptcy purposes or conclude that the sale of receivables to the issuing entity was not a “true sale.” For additional information, you should refer to “Certain Legal Aspects of the Receivables—Certain Bankruptcy Considerations” in this prospectus.
Failure to pay principal on your notes will not constitute an event of default until maturity.	The amount of principal required to be paid to the noteholders will generally be limited to amounts available in the collection account (and available in the reserve account [and payable by the [swap][cap] counterparty]. Therefore, the failure to pay principal of your notes generally will not result in the occurrence of an event of default until the final scheduled payment date for your notes. For additional information, you should refer to “Description of the Notes—Indenture—Events of Default; Rights Upon Event of Default” in this prospectus.
Receivables that fail to comply with consumer protection laws may be unenforceable, which may result in losses on your investment.	Numerous federal and state consumer protection laws regulate consumer contracts such as the receivables. If any of the receivables do not comply with one or more of these laws, the servicer may be prevented from or delayed in collecting payments on the receivables. If that happens, payments on the securities could be delayed or reduced. The depositor, the originator and the servicer will make representations and warranties relating to the receivables’ compliance with law and the issuing entity’s ability to enforce the contracts. If the depositor breaches any of these representations or warranties, the issuing entity’s sole remedy will be to require the depositor to repurchase the related warranty receivable. For additional information, you should refer to “Certain Legal Aspects of the Receivables—Consumer Protection Laws” and “Repurchases of Receivables” in this prospectus.
Federal financial regulatory legislation could have an adverse effect on TMCC, the depositor and the issuing entity, which could result in losses or delays in payments on your notes.	The Dodd-Frank Act, which was enacted in 2010, and its implementing regulations have had, and will likely continue to have, broad implications for the consumer financial services industry. The Consumer Financial Protection Bureau (“CFPB”), which was created by the Dodd-Frank Act, has broad regulatory and enforcement authority over entities offering consumer financial services or products, including non-bank companies, such as TMCC. The CFPB has supervisory and examination authority over certain bank and non-bank entities (“Covered Entities”). In this capacity, the CFPB can examine Covered Entities for compliance with applicable laws and has authority to order remediation of violations of consumer financial protection laws in a number of ways, including imposing civil monetary penalties and requiring Covered Entities to provide customer restitution and to improve their compliance management systems. TMCC became subject to the CFPB’s supervisory and examination authority on August 31, 2015 when the CFPB’s final rule establishing its supervisory authority over larger participants in the auto finance industry took effect, as described below.

Under the so-called “larger participant” rule, which became effective August 31, 2015, the CFPB expanded the scope of its supervisory authority to include non-bank larger participants in the auto finance industry, including TMCC. Such supervisory authority allows the CFPB to conduct comprehensive and rigorous on-site examinations to assess compliance with consumer financial protection laws, which could result in enforcement actions, regulatory fines and mandated changes to TMCC’s business products, policies and procedures.

In addition to its supervisory and examination authority, the CFPB has enforcement authority. Under this authority, the CFPB is authorized to conduct investigations (which may include a joint investigation with other regulators) to determine whether any person is engaging in, or has engaged in, conduct that violates federal consumer financial protection laws and to initiate enforcement actions for such violations. The CFPB has the authority to obtain cease and desist orders (which can include orders for restitution or rescission of contracts, as well as other kinds of affirmative relief), or other forms of remediation, and/or impose monetary penalties. The CFPB and the Federal Trade Commission (“FTC”) have become more active in investigating the products, services and operations of credit providers, including banks and other finance companies engaged in auto finance activities. Both the FTC and CFPB announced various enforcement actions against lenders in the past few years involving significant penalties, consent orders, cease and desist orders and similar remedies that, if applicable to auto finance providers and the products, services and operations TMCC offers, may require TMCC to cease or alter certain business practices, which could have a material effect on TMCC’s financial condition, liquidity and results of operations.

The CFPB has focused on the area of auto finance, particularly with respect to fair lending compliance, including the payment of discretionary dealer compensation in indirect financing arrangements. In March 2013, the CFPB issued a bulletin stating that indirect auto lenders may be liable for violations under the Equal Credit Opportunity Act based on dealer-specific and portfolio-wide disparities on a prohibited basis related to discretionary dealer compensation. According to the CFPB, allowing dealers to exercise discretion in marking up the interest rate above the indirect auto lender’s buy rate when negotiating terms with consumers on automobile installment sales contracts may create a disparate impact resulting in pricing disparities on the basis of prohibited bases. In addition, the bulletin outlined steps that indirect auto lenders should take in order to comply with fair lending laws regarding dealer compensation policies. TMCC has adopted a dealer monitoring program regarding the payment of dealer compensation in connection with retail installment sales contracts as part of its larger fair lending compliance management system.

The CFPB, together with the U.S. Department of Justice (“DOJ” and, together with the CFPB, the “Agencies”), has requested that TMCC provide certain information about discretionary dealer compensation practices related to its purchases of auto finance contracts from dealers. TMCC is voluntarily cooperating with this request for information. On November 25, 2014, TMCC received from the Agencies a letter alleging that such practices resulted in discriminatory pricing of loans to certain borrowers in violation of fair lending laws. The Agencies informed TMCC that they are authorized to initiate an enforcement proceeding unless TMCC agrees to a voluntary resolution satisfactory to them. The Agencies have indicated that they are seeking monetary relief and implementation of changes to TMCC’s discretionary dealer compensation practices and policies, which could adversely affect TMCC’s business. TMCC is continuing discussions with the Agencies and intends to achieve

a voluntary resolution to these matters. However, if such resolution does not occur, TMCC may be subject to an enforcement action. TMCC has also received a request for documents and information from the New York State Department of Financial Services relating to its lending practices (including fair lending), and TMCC is fully cooperating with this request. TMCC cannot predict the outcome of this request given its preliminary status. As described under “Certain Legal Aspects of the Receivables—Consumer Protection Laws” in this prospectus, TMCC may take certain actions relating to certain of the Receivables, including modifying their terms or making certain payments to obligors. There can be no assurance that TMCC will take any of these actions or, if it does, whether any of these actions will result in the repurchase of some or all of the affected Receivables.

The CFPB has also indicated a strong interest in debt collection and consumer reporting practices. In November 2013, the CFPB issued an advance notice of proposed rulemaking regarding debt collection, seeking input on, among other issues, whether it should issue rules to cover the conduct of creditors collecting in their own names on their own consumer loans and whether it should generally seek to apply rules developed for third party collectors to first party collectors, such as ourselves. The timing and impact of these anticipated rules on TMCC’s business remain uncertain.

In addition, the CFPB has increased scrutiny of the sale of certain ancillary or add-on products, including extended warranties and credit insurance. Regulators have questioned such products’ value and how such products are marketed and sold.

CFPB supervision, regulation, inquiries and related enforcement actions, if any, may result in monetary penalties, increase TMCC’s compliance costs, require changes in its business practices, affect its competitiveness, impair its profitability, harm its reputation or otherwise adversely affect its business. For additional information, you should refer to “Certain Legal Aspects of the Receivables—Consumer Protection Laws” in this prospectus.

The Dodd-Frank Act also established the Financial Stability Oversight Council (the “FSOC”), which may designate non-bank financial companies that pose systemic risk to the U.S. financial system (“SIFIs”) to be supervised by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Federal Reserve is required to establish and apply enhanced prudential standards to SIFIs, including capital, liquidity, counterparty exposure, resolution plan and overall risk management standards. The FSOC uses a multi-stage review process to evaluate non-bank financial companies for potential designation and Federal Reserve supervision. If TMCC were designated after this multi-stage review process and any available appeal processes, TMCC could experience increased compliance costs, the need to change its business practices, and other adverse effects on its business.

In addition to the FSOC process, certain parallel regulatory efforts are underway on an international level. The Financial Stability Board – an international standard-setting authority – has proposed a methodology for assessing and designating non-bank non-insurer global-SIFIs (“G-SIFI”). It is unclear when this framework will be finalized, what form a final framework may take, what policy measures will be recommended to apply to G-SIFIs, and whether TMCC or any of its affiliates would be designated and subject to additional regulatory requirements due to any potential G-SIFI designation.

	The Dodd-Frank Act increases the regulation of the securitization markets. For example, it will require securitizers or originators to retain an economic interest in a portion of the credit risk for any asset that they securitize or originate. It will also give broader powers to the SEC to regulate credit rating agencies and adopt regulations governing these organizations and their activities. Compliance with the implementing regulations under the Dodd-Frank Act or the oversight of the SEC or the CFPB may impose costs on, create operational constraints for, or place limits on pricing with respect to finance companies such as TMCC or its affiliates. Federal regulatory agencies have issued numerous additional rulemakings to implement various requirements of the Dodd-Frank Act, and some of these rules remain in proposed form. In particular, no assurance can be given that these new requirements imposed, or to be imposed after implementing regulations are issued, by the Dodd-Frank Act will not have a significant impact on the servicing of the receivables, and on the regulation and supervision of the servicer, the sponsor, the depositor, the issuing entity and/or their respective affiliates. Additionally, no assurances can be given that the liquidation framework for the resolution of “covered financial companies” would not apply to TMCC or its affiliates, including the depositor and the issuing entity. For additional information, you should refer to “Certain Legal Aspects of the Receivables—Dodd-Frank Act Orderly Liquidation Authority Provisions—Potential Applicability to TMCC, the Depositor and the Issuing Entity” in this prospectus. If the Federal Deposit Insurance Corporation (the “FDIC”) were appointed receiver of TMCC, the depositor or the issuing entity under the Orderly Liquidation Authority (“OLA”) provisions of the Dodd-Frank Act, the FDIC could repudiate contracts deemed burdensome to the estate, including secured debt. TMCC has structured the transfers of the receivables to the depositor and the issuing entity as a valid and perfected sale under applicable state law and under the Bankruptcy Code to mitigate the risk of the recharacterization of the sale as a grant of security interest to secure debt of TMCC. Any attempt by the FDIC to recharacterize the transfer of the receivables as a grant of a security interest to secure debt that the FDIC then repudiates would cause delays in payments or losses on the notes. In addition, if the issuing entity were to become subject to the OLA, the FDIC may repudiate the debt of the issuing entity and the noteholders would have a secured claim in the receivership of the issuing entity. Also, if the issuing entity were subject to OLA, the noteholders would not be permitted to accelerate the debt, exercise remedies against the collateral or replace the servicer without the FDIC’s consent for 90 days after the receiver is appointed. As a result of any of these events, delays in payments on the notes would occur and possible reductions in the amount of those payments could occur. For additional information, you should refer to “Certain Legal Aspects of the Receivables—Dodd-Frank Act Orderly Liquidation Authority Provisions—FDIC’s Repudiation Power Under the OLA” in this prospectus.
Payment priorities increase risk of loss or delay in payment to certain classes of notes.	Based on the priorities described under “Payments to Noteholders” in this prospectus, classes of notes that receive principal payments before other classes will be repaid more rapidly than the other classes. Because principal of the notes will be paid sequentially, except in the case of the class A-2[a] notes, [the class A-2b notes,] the class A-3 notes and the class A-4 notes after an event of default resulting in an acceleration of the notes, classes of notes that have higher sequential numerical class designations or higher alphabetical sequential class

	designations will be outstanding longer and therefore will be exposed to the risk of losses on the receivables during periods after other classes have been receiving most or all amounts payable on their notes, and after which a disproportionate amount of credit enhancement may have been applied and not replenished. Because of the priority of payment on the notes, the yields of the higher numerically designated classes or higher alphabetically designated classes will be more sensitive to losses on the receivables and the timing of such losses than the lower numerically designated classes and lower alphabetically designated classes. Accordingly, the class A-2[a] notes [and the class A-2b notes] will be more sensitive to losses on the receivables and the timing of such losses than the class A-1 notes; the class A-3 notes will be relatively more sensitive to losses on the receivables and the timing of such losses than the class A-1 notes [,][and[ the class A-2[a] notes [and the class A-2b notes]; the class A-4 notes will be relatively more sensitive to losses on the receivables and the timing of such losses than the class A-1 notes, the class A-2[a] notes[, the class A-2b notes] and the class A-3 notes; and the class B notes will be relatively more sensitive to losses on the receivables and the timing of such losses than the class A notes. If the actual rate and amount of losses exceed your expectations, and if amounts in the reserve account [and payable by the [swap][cap] counterparty] are insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than anticipated, and you could suffer a loss.
	Classes of notes that receive payments earlier than expected are exposed to greater reinvestment risk, and classes of notes that receive principal later than expected are exposed to greater risk of loss. In either case, the yields on your notes could be materially and adversely affected. In addition, the notes are subject to risk because payments of principal and interest on the notes on each payment date are subordinated to the servicing fee due to the servicer, from which [the administration fee,] the asset representations reviewer fees and the trustees’ fees are paid[, and, in the case of the class B notes, payments to the swap counterparty]. This subordination could result in reduced or delayed payments of principal and interest on the notes. For additional information, you should refer to “—Because the issuing entity has limited assets, there is only limited protection against potential losses” below.
The class B notes are subject to greater risk because of subordination.	The class B notes are subordinated to the class A notes and are more likely to be impacted by delinquent payments and defaults on the receivables than the classes of notes having an earlier final scheduled payment date. Interest payments on the class B notes on each payment date will be subordinated to both (i) interest payments on the class A notes and (ii) principal payments to the class A notes in an amount equal to the first priority principal distribution amount. In addition, in the event the notes are declared to be due and payable after the occurrence of an event of default resulting from the failure to make a payment on the notes, no interest will be paid to the class B notes until all principal of and interest on the class A notes have been paid in full. Principal payments on the class B notes will be subordinated in priority to the class A notes, as described under “Description of the Notes—Payments of Principal” in this prospectus. No principal will be paid on the class B notes until all principal of the class A notes has been paid in full. In addition, principal payments on the class B notes will be subordinated to payments of interest on the class A notes and the class B notes. For additional information, you should refer to “Description of the Notes—Payments of Principal” in this prospectus.

	Therefore, if there are insufficient amounts available to pay all classes of notes the amounts due on such classes, delays in payments or losses will be borne by the most junior class of notes outstanding.
The timing of principal payments is uncertain.	The amount of distributions of principal on the notes and the time when you receive those distributions depend on the rate of payments and losses relating to the receivables, which cannot be predicted with certainty. Those principal payments may be regularly scheduled monthly payments or unscheduled payments like those resulting from prepayments or repossession and sale of financed vehicles related to defaulted receivables. Additionally, the servicer may be required to make payments relating to receivables under some circumstances, and will have the right under certain circumstances to purchase all assets of the issuing entity and thus cause an optional redemption of the notes. Each of these payments will have the effect of shortening the average lives of the notes. You will bear any reinvestment risks resulting from a faster or slower rate of payments of the receivables.
The amounts received upon disposition of the financed vehicles may be adversely affected by a variety of factors, including discount pricing incentives, marketing incentive programs and other used car market factors, which may increase the risk of loss on your notes.	The market for used Toyota, Lexus or Scion vehicles could be adversely affected by factors such as governmental action, changes in consumer demand, styling changes (including future plans for new Toyota, Lexus and Scion product introductions), recalls, the actual or perceived quality, safety or reliability of Toyota, Lexus and Scion vehicles, used vehicle supply (such as an overabundance of used cars in the marketplace), the level of current used vehicle values, fuel prices, new vehicle pricing, new vehicle incentive programs, new vehicle sales, increased competition, decreased or delayed new vehicle production due to natural disasters, supply chain interruptions or other events and economic conditions generally. Any such adverse change could result in reduced proceeds upon the liquidation or other disposition of financed vehicles, and therefore could result in reduced proceeds on defaulted receivables. If losses on the receivables exceed the credit enhancement available, you may suffer a loss on your investment. Discount pricing incentives or other marketing incentive programs on new cars by Toyota Motor Sales, U.S.A., Inc. (“TMS”), TMCC or any of their competitors that effectively reduce the prices of new cars may have the effect of reducing demand by consumers for used cars. Additionally, the pricing of used vehicles is affected by the supply and demand for those vehicles, which, in turn, is affected by consumer tastes, economic factors (including the price of gasoline), the introduction and pricing of new car models, the actual or perceived quality, safety or reliability of vehicles and other factors. The reduced demand for used cars resulting from discount pricing incentives or other marketing incentive programs introduced by TMS, TMCC or any of their competitors or other factors may reduce the prices consumers will be willing to pay for used cars, including vehicles that secure the receivables. As a result, the proceeds received by the issuing entity upon any repossession of financed vehicles may be reduced and may not be sufficient to pay the receivables. The servicer manages the market for used Toyota, Lexus and Scion vehicles through certain programs described herein, but there can be no assurance that such efforts will continue to be successful.

Prepayments on receivables may cause prepayments on the notes, resulting in reduced returns on your investment and reinvestment risk to you.

You may receive payment of principal on your notes earlier than you expected. If that happens, you may not be able to reinvest the principal you receive at a rate as high as the rate on your notes. Prepayments on the receivables will shorten the life of the notes to an extent that cannot be predicted.

	Prepayments may occur for a number of reasons. Some prepayments may be caused by the obligors under the receivables. For example, obligors may:
	· make early payments, since receivables will be prepayable at any time without penalty;
	· default, resulting in the repossession and sale of the financed vehicle;
	· damage the vehicle or become unable to pay due to death or disability, resulting in payments to the issuing entity under any existing physical damage, credit life or other insurance; or
	· sell their vehicles or be delinquent or default on their receivables as a result of a manufacturer recall.
	Some prepayments may be caused by the depositor or the servicer. For example, the depositor will make representations and warranties regarding the receivables, and the servicer will agree to take or refrain from taking certain actions with respect to the receivables. If the depositor or the servicer breaches a representation or an agreement, respectively, and the breach is material and cannot be remedied, the breaching party will be required to purchase the affected receivables from the issuing entity. This will result, in effect, in the prepayment of the purchased receivables. The servicer will also have the option to purchase the receivables from the issuing entity on or after the redemption date. In addition, an event of default under the indenture could cause your notes to be prepaid. The Servicemembers Civil Relief Act, as amended (the “Relief Act”), provides, and similar laws of many states may provide, relief to obligors who enter active military service (including national guard members) and to obligors in reserve status who are called to active duty after the origination of their receivables. In addition, relief may also be granted to obligors who are dependents of persons eligible for Relief Act benefits. Global conflicts and tensions may continue to involve military operations that will increase the number of U.S. citizens who have been called or will be called to active duty. The Relief Act provides, generally, that an obligor who is covered by the Relief Act may not be charged interest on the related receivable in excess of 6% per annum during the period of the obligor’s active duty. These shortfalls are not required to be paid by the obligor at any future time. The servicer is not required to advance these shortfalls as delinquent payments. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on your notes. Any such interest shortfall will be paid in subsequent periods to the extent of available collections before payments of principal are made on the notes and may result in extending the anticipated maturity of your class of notes or possibly result in a loss in the absence of sufficient credit enhancement.

	The Relief Act also limits the ability of the servicer to repossess the financed vehicle securing a receivable during the related obligor’s period of active duty and, in some cases, may require the servicer to extend the maturity of the receivable, lower the monthly payments and readjust the payment schedule for a period of time after the completion of the obligor’s military service. In addition, under its current servicing practices, the servicer will modify the terms of any receivable impacted by the Relief Act, and may be obligated to purchase any such receivable by depositing an amount equal to the remaining outstanding principal balance of such impacted receivable into the collection account. In addition, pursuant to laws of various states, payments on retail installment sales contracts or installment loans, such as the receivables, by residents in those states who are called into active duty with the national guard or the reserves, will be deferred under certain circumstances. These state laws may also limit the ability of the servicer to repossess the financed vehicle securing a receivable. As a result of the Relief Act and similar state legislation or regulations and as a result of the servicer’s ability to further lower the interest rate on the affected receivables, there may be delays or reductions in payment of, and increased losses on the receivables and you may suffer a loss on your notes. We do not know how many receivables have been or may be affected by the application of the Relief Act. For additional information, you should refer to the risk factor entitled “—Because the issuing entity has limited assets, there is only limited protection against potential losses” below. The rate of prepayments on the receivables may be influenced by a variety of economic, social and other factors. The sponsor cannot predict the actual prepayment rates for the receivables. The depositor, however, believes that the actual rate of payments, including prepayments, will result in the weighted average life of each class of notes being shorter than the period from the closing date to the related final scheduled payment date. If this is the case, the weighted average life of each class of notes will be correspondingly shorter. For additional information, you should refer to “Weighted Average Lives of the Notes” in this prospectus.
[The purchase of additional receivables after the closing date may adversely affect the characteristics of the receivables held by the issuing entity or the weighted average lives of and rate of return on the notes.	The issuing entity may use amounts on deposit [in the prefunding account][of principal collections received on the receivables during the revolving period] to purchase additional receivables from the depositor during the [prefunding][revolving] period. All additional receivables purchased from the depositor must meet the selection criteria applicable to the receivables purchased by the issuing entity on the closing date. The credit quality of the additional receivables may be lower than the credit quality of the initial receivables, however, and could adversely affect the performance of the related receivables pool. In addition, the rate of prepayments on the additional receivables may be higher than the rate of prepayments on the initial receivables, which could reduce the weighted average lives of and rate of return on your notes. You will bear all reinvestment risk associated with any prepayment of your notes.]
[The inability to acquire subsequent receivables may result in possible prepayments on the notes.	Funds [in the prefunding account][amounts on deposit of principal collections received on the receivables during the revolving period] will be used to purchase additional receivables from the depositor after the date the notes are issued. The number of receivables that the depositor has to sell depends on its ability to acquire additional receivables which, in turn, is affected by, among other things, the number of financed vehicles sold. The

	number of financed vehicles sold is affected by a variety of factors, including interest rates, unemployment levels, the rate of inflation and consumer perception of economic conditions generally. To the extent all of those funds are not used by the end of the [prefunding period][revolving period] to purchase new receivables, those funds will be applied as a mandatory prepayment on the notes. In that event, you would receive payments on your notes earlier than expected. For additional information, you should refer to “Weighted Average Lives of the Notes” in this prospectus.]
This prospectus provides information regarding the characteristics of the receivables in the statistical pool as of the [initial] cutoff date that may differ from the characteristics of the receivables sold to the issuing entity on the closing date as of the [initial] cutoff date.	This prospectus describes the characteristics of the receivables in the statistical pool as of the [initial] cutoff date. The receivables sold to the issuing entity on the closing date will be selected from the statistical pool and may also include other receivables owned by the sponsor and may have characteristics that differ somewhat from the characteristics of the receivables in the statistical pool described in this prospectus. However, the characteristics (as of the [initial] cutoff date) of the receivables sold to the issuing entity on the closing date will not differ materially from the characteristics (as of the [initial] cutoff date) of the receivables in the statistical pool described in this prospectus, and each receivable must satisfy the eligibility criteria specified in the sale and servicing agreement. [Additionally, the characteristics (as of the applicable subsequent cutoff date) of the receivables sold to the issuing entity during the [prefunding][revolving] period will not differ materially from the characteristics (as of the initial cutoff date) of the receivables in the statistical pool described in this prospectus, and each such receivable must satisfy the eligibility criteria specified in the sale and servicing agreement.] You must not assume that the characteristics of the receivables sold to the issuing entity on the closing date [and during the [prefunding][revolving] period] will be identical to the characteristics of the receivables in the statistical pool disclosed in this prospectus.
Because the issuing entity has limited assets, there is only limited protection against potential losses.	The only sources of funds for payments on the notes are collections on the receivables (which include proceeds of the liquidation of repossessed vehicles and of relevant insurance policies) and the reserve account [and the [swap][cap] agreement]. The notes will not be obligations of or interests in, and are not guaranteed or insured by, TMCC, the depositor, Toyota Financial Services Corporation (“TFSC”), Toyota Financial Services Americas Corporation, Toyota Motor Corporation (“TMC”), TMS, any trustee or any of their affiliates. Neither the notes nor the receivables owned by the issuing entity are insured or guaranteed by any governmental agency. You must rely solely on payments on the receivables and any amounts available in the reserve account [or payable by the [swap][cap] counterparty] for payments on the notes. The amounts deposited in the reserve account [and payable by the [swap][cap] counterparty] will be limited. If the entire reserve account [and amount payable by the [swap][cap] counterparty] have been used [and paid, respectively], the issuing entity will depend solely on current collections on the receivables to make payments on the notes. For additional information, you should refer to [“The [Swap][Cap] Agreement,”] “Payments to Noteholders—Credit and Cash Flow Enhancement—Overcollateralization” and “Payments to Noteholders—Credit and Cash Flow Enhancement—Reserve Account” in this prospectus. If the assets of the issuing entity are not sufficient to pay interest and principal on the notes you hold, you will suffer a loss.

	Certain events (including some that are not within the control of the issuing entity or the depositor, the sponsor, the administrator, the servicer, TMC, Toyota Financial Services Americas Corporation, TFSC, TMS, the indenture trustee, the owner trustee or of their affiliates) may result in events of default under the indenture and cause acceleration of all outstanding notes. If so directed by the holders of notes evidencing not less than a majority of principal amount of the notes of the controlling class then outstanding, acting together as a single class, following an event of default resulting in an acceleration of the notes, the indenture trustee will liquidate the assets of the issuing entity only in limited circumstances, and the issuing entity may be required promptly to sell the receivables, liquidate its assets and apply the proceeds to the payment of the notes. Liquidation would be likely to accelerate payment of all notes that are then outstanding. If a liquidation occurs close to the date when any class otherwise would have been paid in full, repayment of that class might be delayed while liquidation of the assets is occurring. The issuing entity cannot predict the length of time that will be required for liquidation of its assets to be completed. In addition, the amounts received from a sale in these circumstances may not be sufficient to pay all amounts owed to the holders of all classes of notes or any class of notes, and you may suffer a loss. This deficiency will be more severe in the case of any notes where the aggregate principal amount of the notes exceeds the aggregate principal balance of the receivables. Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes principal of a class of notes to be paid before the related final scheduled payment date will involve the prepayment risks described under “—Prepayments on receivables may cause prepayments on the notes, resulting in reduced returns on your investment and reinvestment risk to you” above. Also, an event of default that results in the acceleration of the maturity of the notes will cause priority of payments of the notes to change, as described under “Payments to Noteholders—Payments After Occurrence of Event of Default Resulting in Acceleration” in this prospectus. Therefore, all outstanding notes may be affected by any shortfall in liquidation proceeds. For additional information, you should refer to “—Prepayments on receivables may cause prepayments on the notes, resulting in reduced returns on your investment and reinvestment risk to you” above.
There may be potential adverse effects on the servicer, the receivables and your notes in the event any Toyota, Lexus or Scion models are subject to recalls.	TMS periodically conducts vehicle recalls which could include temporary suspensions of sales and production of certain Toyota, Lexus and Scion models. Because TMCC’s business is substantially dependent upon the sale of Toyota, Lexus and Scion vehicles, such events could adversely affect TMCC’s business. A decline in values of used Toyota, Lexus and Scion vehicles would have a negative effect on realized values and return rates which, in turn, could increase credit losses to TMCC. Further, as described above in “—Federal financial regulatory legislation could have an adverse effect on TMCC, the depositor and the issuing entity, which could result in losses or delays in payments on your notes,” TMCC and its affiliates have been or may continue to become subject to litigation or governmental investigations and may become subject to fines or other penalties. These factors could affect sales of Toyota, Lexus and Scion vehicles and, accordingly, could have a negative effect on TMCC’s operating results, liquidity and financial condition. If the demand for used Toyota, Lexus or Scion vehicles decreases due to recalls or other factors, the resale value of the vehicles related to the receivables may also decrease. As a result, the amount of proceeds received upon the liquidation or other disposition of financed vehicles may decrease. A decrease in the level of sales, including as a result of the actual or perceived quality, safety or reliability of Toyota, Lexus and Scion vehicles, or a change in standards of regulatory bodies, will have a

	negative impact on the level of TMCC’s financing volume, insurance volume, earnings assets and revenues. The credit performance of TMCC’s dealer and consumer lending portfolios may also be adversely affected. In addition, as a result of any recalls, obligors of related receivables may be more likely to be delinquent in or default on payments on their receivables. If any of these events materially affect collections on the receivables, you may experience delays in payments or principal losses on your notes if the available credit enhancement has been exhausted.
There may be potential adverse effects of credit ratings-related matters on the servicer.	Several credit rating agencies rate the long-term corporate credit and/or debt of TMCC and its affiliates. The credit ratings of TMCC depend, in large part, on the existence of the credit support arrangements with TFSC and TMC and on the financial condition and operating results of TMC. If these arrangements (or replacement arrangements acceptable to the applicable rating agencies) become unavailable to TMCC, or if the credit ratings of the credit support providers were lowered, TMCC’s credit ratings would be adversely impacted. The cost and availability of financing is influenced by credit ratings, which are intended to be an indicator of the creditworthiness of a particular company, security or obligation. Credit rating agencies which rate the credit of TMC and its affiliates, including TMCC, may qualify or alter ratings at any time. Global economic conditions and other geopolitical factors may directly or indirectly affect such ratings. Any downgrade in the sovereign credit ratings of the United States or Japan may directly or indirectly have a negative effect on the ratings of TMC and TMCC. Downgrades or placement on review for possible downgrades could result in an increase in TMCC’s borrowing costs as well as reduced access to global unsecured debt capital markets. In addition, depending on the level of the downgrade, TMCC may be required to post an increased amount of cash collateral under certain of its derivative agreements. These factors would have a negative impact on TMCC’s competitive position, operating results and financial condition.
Funds held by the servicer that are intended to be used to make payments on the notes may be exposed to a risk of loss.	The servicer generally may retain all payments and proceeds collected on the receivables during each collection period. The servicer is generally not required to segregate those funds from its own accounts until the funds are deposited in the collection account on or prior to each payment date. Until any collections or proceeds are deposited into the collection account, the servicer will be able to invest those amounts for its own benefit at its own risk. The issuing entity and noteholders are not entitled to any amount earned on the funds held by the servicer. If the servicer does not deposit the funds in the collection account as required on any payment date, the issuing entity may be unable to make the payments owed on your notes.
A servicer default may result in additional costs, increased servicing fees by a substitute servicer or a diminution in servicing performance, including higher delinquencies and defaults, all of which may have an adverse effect on your notes.	If a servicer default occurs, the indenture trustee or the holders of notes evidencing not less than a majority of principal amount of the notes of the controlling class then outstanding, acting together as a single class, may remove the servicer without the consent of the owner trustee or the certificateholders. In the event of the removal of the servicer and the appointment of a successor servicer, we cannot predict:

	the cost of the transfer of servicing to the successor; the ability of the successor to perform the obligations and duties of the servicer under the servicing agreement; or the servicing fees charged by the successor. In addition, the holders of notes evidencing not less than a majority of principal amount of the notes of the controlling class then outstanding, acting together as a single class, have the ability, with some exceptions, to waive defaults by the servicer. Furthermore, the indenture trustee or the holders of notes evidencing not less than a majority of principal amount of the notes of the controlling class then outstanding, acting together as a single class, may experience difficulties in appointing a successor servicer and during any transition phase, it is possible that normal servicing activities could be disrupted, resulting in increased delinquencies and/or defaults on the receivables.
Paying the servicer a fee based on a percentage of the receivables may result in the inability to obtain a successor servicer.	Because the servicer is paid its basic servicing fee based on a percentage of the aggregate outstanding amount of the receivables, the fee the servicer receives each month will be reduced as the size of the pool decreases over time. At some point, if the need arises to obtain a successor servicer, the fee that such successor servicer would earn might not be sufficient to induce a potential successor servicer to agree to service the remaining receivables in the pool. Also, if there is a delay in obtaining a successor servicer, it is possible that normal servicing activities could be disrupted during this period, resulting in increased delinquencies and/or defaults on the receivables.
The insolvency or bankruptcy of the servicer could delay the appointment of a successor servicer or reduce payments on your notes.	In the event of default by the servicer resulting solely from certain events of insolvency or the bankruptcy of the servicer, neither the indenture trustee nor the noteholders of the controlling class could appoint a successor servicer or prevent the servicer from appointing a sub-servicer, as the case may be, without the consent of the bankruptcy trustee or the bankruptcy court, and delays in the collection of payments on the receivables may occur. Any delay in the collection of payments on the receivables may delay or reduce payments to noteholders.
Performance of the receivables may be affected by servicer’s consolidation of or change in servicing operations.	Increased delinquency and credit losses are significantly influenced by the combined impact of a number of factors, including the effects of changes in a servicer’s servicing operations, lower used vehicle prices, continued economic weakness, longer term financing and tiered/risk based pricing. From time to time, the servicer may update its servicing systems in order to improve operating efficiency, update technology and enhance customer services. In connection with such updates, the servicer may experience limited disruptions in servicing activities both during and following roll-out of the new servicing systems or platforms caused by, among other things, periods of system down-time and periods devoted to user training. These and other implementation related difficulties may contribute to higher delinquencies. However, it is not possible to predict with any degree of certainty all of the potential adverse consequences that may be experienced.
Losses and delinquencies on the receivables may differ from TMCC’s historical loss and delinquency levels.	We cannot guarantee that the delinquency and loss levels of the receivables will correspond to the delinquency and loss levels TMCC has experienced in the past on its loan portfolio. There is a risk that delinquencies and losses could increase or decline for various reasons including changes in underwriting standards or changes in local, regional or national economies.

[Payments on the notes will be dependent on payments made under the [swap][cap] agreement.

The issuing entity’s ability to protect itself from shortfalls in cash flow caused by interest rate changes will depend to a large extent on the terms of the [swap][cap] agreement and whether the [swap][cap]

	counterparty performs its obligations under the [swap][cap] agreement. If the issuing entity does not receive the payments it expects from the [swap][cap] counterparty, the issuing entity may not have adequate funds to make all payments to noteholders when due, if ever. Interest will be due on the class A-2b notes at adjustable rates, while interest will be earned on the receivables at fixed rates. The issuing entity will enter into an interest rate [swap][cap] to reduce its exposure to changes in interest rates. The interest rate [swap][cap] requires [one party to make payments to the other party in an amount calculated by applying an interest rate (for example, a floating rate) to a specified notional amount in exchange for the other party making a payment calculated by applying a different interest rate (for example, a fixed rate) to the same notional amount. For example, if the issuing entity issues $100 million of notes bearing interest at a floating LIBOR rate, it might enter into a swap agreement under which the issuing entity would pay interest to the swap counterparty in an amount equal to an agreed upon fixed rate on $100 million in exchange for receiving interest on $100 million at the floating LIBOR rate][the cap counterparty to make payments to the issuing entity in an amount calculated by applying an interest rate equal to the excess, if any, of an interest rate (for example, a floating rate) over a different interest rate (for example, a fixed rate) to a specified notional amount. For example, if the issuing entity issues $100 million of notes bearing interest at a floating one-month LIBOR rate, it might enter into a cap agreement under which the cap counterparty would pay interest to the issuing entity in an amount equal to the excess, if any, of the floating one-month LIBOR rate over a fixed rate on $100 million in exchange for receiving a fixed payment made by the issuing entity on the closing date]. The $100 million would be the “notional” amount because it is used simply to make the calculation. In an interest rate [swap][cap], no principal payments are exchanged.
[Termination of the [swap][cap] agreement and the inability to locate a replacement [swap][cap] counterparty may cause termination of the issuing entity and sale of its assets.	The [swap][cap] agreement may be terminated if particular events occur. Most of these events are generally beyond the control of the issuing entity or the [swap][cap] counterparty. If an event of default under the [swap][cap] agreement occurs and the indenture trustee is not able to assign the [swap][cap] agreement to another party, obtain a [swap][cap] agreement on substantially the same terms or is unable to establish any other arrangement consistent with the rating agencies’ criteria, the indenture trustee may terminate the [swap][cap] agreement, which will result in an event of default under the indenture. It is impossible to predict how long it would take to sell the assets of the issuing entity. Some of the possible adverse consequences of a sale of the assets of the issuing entity are: · the proceeds from the sale of assets under those circumstances may not be sufficient to pay all amounts owed to you; · amounts available to pay you will be further reduced if the issuing entity is required to make a termination payment to the [swap][cap] counterparty and such termination payments are equal or higher in priority to payments on the notes; · termination of the [swap][cap] agreement may expose the issuing entity to interest rate risk, further reducing amounts available to pay you; · the sale may result in payments to you occurring significantly earlier than expected; and

	· a significant delay in arranging a sale of the issuing entity’s assets could result in a delay in principal payments. This would, in turn, increase the weighted average lives of the notes and could reduce the return on your notes. The [swap][cap] agreement involves risk and the issuing entity will be exposed to this risk. For this reason, only investors capable of understanding these risks should invest in the notes. You are strongly urged to consult with your financial advisors before deciding to invest in the notes.]
The geographic concentration of the obligors and performance of the receivables may increase the risk of loss on your investment.	The concentration of the receivables in specific geographic areas may increase the risk of loss. A deterioration in economic conditions in the states where obligors reside could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables and may consequently affect the delinquency, loss and repossession experience of the issuing entity with respect to the receivables. An improvement in economic conditions could result in prepayments by the obligors of their payment obligations under the receivables. As a result, you may receive principal payments of your notes earlier than anticipated.
	As of the [initial] cutoff date, TMCC’s records indicate that, based on the mailing addresses of the obligors of the receivables in the statistical pool, the aggregate principal balance of the receivables in the statistical pool was concentrated in the following states:
	State	Percentage of Aggregate Principal Balance of the Receivables as of the [Initial] Cutoff Date
	[_________]	[_____]%
	No other state accounts for more than 5.00% of the aggregate principal balance of the receivables as of the [initial] cutoff date.
Certain obligors’ ability to make timely payments on the receivables may be adversely affected by extreme weather conditions and natural disasters.	Extreme weather conditions could cause substantial business disruptions, economic losses, unemployment and an economic downturn. As a result, the related obligors’ ability to make timely payments could be adversely affected. The issuing entity’s ability to make payments on the notes could be adversely affected if the related obligors were unable to make timely payments.
	In addition, natural disasters may adversely affect the obligors of the receivables. The effect of natural disasters on the performance of the receivables is unclear, but there may be an adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effects on delinquency, default and prepayment experience on the performance of the receivables.
[The rating of the [swap][cap] counterparty may affect the ratings of the notes.	Any rating agencies rating the notes will consider the provisions of the [swap][cap] agreement and any ratings assigned to the [swap][cap] counterparty. A downgrade, suspension or withdrawal of the rating of the debt of the [swap][cap] counterparty by any rating agency may result in the downgrade, suspension or withdrawal of the rating assigned by that rating agency to any class (or all classes) of notes. A downgrade, suspension or withdrawal of the rating assigned by any rating agency to a class of notes would likely have adverse consequences on their liquidity or market value.

	To provide some protection against the adverse consequences of a downgrade, the [swap][cap] counterparty will be required to take one of the following actions if any rating agency rating its debt reduces its debt ratings below certain levels: ● collateralize its obligations under the [swap][cap] agreement; ● assign the [swap][cap] agreement to another party with a better debt rating; ● obtain a replacement [swap][cap] agreement on substantially the same terms as the [swap][cap] agreement; or ● establish any other arrangement satisfactory to any rating agencies rating the notes. The interest rate [swap][cap] involves a degree of counterparty credit risk and the issuing entity will be exposed to this risk. For this reason, only investors capable of understanding these risks should invest in the notes. You are strongly urged to consult with your financial advisors before deciding to invest in the notes.]
[The rating of [the third party credit enhancement provider] may affect the ratings of the notes.	Any rating agencies rating the notes will consider the provisions of the arrangement and any rating of [the third party credit enhancement provider]. If any rating agency rating the notes downgrades the debt rating of [the third party credit provider], it is also likely to downgrade the rating of the notes. Any downgrade in the rating of the notes could have severe adverse consequences on their liquidity or market value.]
The ratings for the notes may be lowered or withdrawn at any time and do not consider the suitability of the notes for you.	The ratings assigned to the notes by any rating agency will be based on, among other things, the adequacy of the assets of the issuing entity, any credit enhancement and any other information such rating agency considers material to such determination. The rating considers only the likelihood that the issuing entity will pay interest on time and will ultimately pay principal in full or make full distributions of note balances. Ratings on the notes do not address the timing of distributions of principal on the notes prior to their applicable final scheduled payment date. The ratings do not consider the prices of the notes or their suitability to a particular investor. The ratings may be lowered or withdrawn at any time. If any rating agency changes its rating or withdraws its rating, no one has an obligation to provide additional credit enhancement or to restore the original rating.
Withdrawal or downgrading of the initial ratings of the notes will, and any adverse changes to a rating may, affect the prices for the notes upon resale, and the payment of rating agency fees by the sponsor may present a conflict of interest.	A security rating is not a recommendation to buy, sell or hold securities. Similar ratings on different types of securities do not necessarily mean the same thing. To the extent the notes are rated by any rating agency, any such rating agency may change its rating of the notes if that rating agency believes that circumstances have changed. Any subsequent change in a rating will likely affect the price that a subsequent purchaser would be willing to pay for the notes and your ability to resell your notes. The depositor expects that the notes will receive ratings from two nationally recognized statistical rating organizations, or “NRSROs,” hired by the sponsor to rate the notes. Ratings initially assigned to the notes will be paid for by the sponsor. The sponsor is not aware that any other NRSRO, other than the NRSROs hired by the sponsor to rate the notes,

	has assigned ratings on the notes. SEC rules state that the payment of fees by the sponsor, the issuing entity or an underwriter to rating agencies to issue or maintain a credit rating on asset-backed securities is a conflict of interest for rating agencies. In the view of the SEC, this conflict is particularly acute because arrangers of asset-backed securities transactions provide repeat business to the rating agencies. Under SEC rules, information provided by the sponsor or the underwriters to a hired NRSRO for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each non-hired NRSRO in order to make it possible for such non-hired NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned to the notes and such parties may be aware of such unsolicited ratings. NRSROs, including the hired rating agencies, may have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. Furthermore, Congress or the SEC may determine that any NRSRO that assigns ratings to the notes no longer qualifies as a nationally recognized statistical rating organization for purposes of the federal securities laws and that determination may also have an adverse effect on the market price of the notes. Potential investors in the notes are urged to make their own evaluation of the creditworthiness of the receivables and the credit enhancement on the notes, and not to rely solely on the ratings on the notes.
The rate of depreciation of certain financed vehicles could exceed the amortization of the outstanding principal balance of the loan on those financed vehicles, which may result in losses.	There can be no assurance that the value of any financed vehicle will be greater than the outstanding principal balance of the related receivable. New vehicles normally experience an immediate decline in value after purchase because they are no longer considered new. As a result, it is highly likely that the principal balance of the related receivable will exceed the value of the related vehicle during the earlier years of a receivable’s term. Defaults during these earlier years are likely to result in losses because the proceeds of repossession are less likely to pay the full amount of interest and principal owed on the receivable. The frequency and amount of losses may be greater for receivables with longer terms, because these receivables tend to have a somewhat greater frequency of delinquencies and defaults and because the slower rate of amortization of the principal balance of a longer term receivable may result in a longer period during which the value of the financed vehicle is less than the remaining principal balance of the receivable. The frequency and amount of losses may also be greater for obligors with little or no equity in their vehicles because the principal balances for such obligors are likely to be greater for similar loan terms and vehicles than for obligors with a more significant amount of equity in the vehicle. Additionally, although the frequency of delinquencies and defaults tends to be greater for receivables secured by used vehicles, the amount of any loss tends to be greater for receivables secured by new vehicles because of the higher rate of depreciation described above.

You may suffer losses due to receivables with low annual percentage rates.	In addition, the receivables include receivables that have APRs that are less than the interest rates on your securities. Obligors with higher APR receivables may prepay at a faster rate than obligors with lower APR receivables. Higher rates of prepayments of receivables with higher APRs may result in the issuing entity holding receivables that will generate insufficient collections to cover delinquencies or chargeoffs on the receivables or to make current payments of interest on or principal of your notes. Similarly, higher rates of prepayments of receivables with higher APRs will decrease the amounts available to be deposited in the reserve account, reducing the protection against losses and shortfalls afforded thereby to the notes. For additional information, you should refer to the table entitled “Distribution of the Receivables in the Statistical Pool as of the [Initial] Cutoff Date by APR” under “The Receivables Pool” and “Prepayment and Yield Considerations” in this prospectus.
[Retention of [[_]% of] the [class [___]] notes by [the depositor][the sponsor] or an affiliate of [the depositor][the sponsor] may reduce the liquidity of such classes of notes.	[[_]% of t][T]he [class [___]] notes will be retained by the [depositor][sponsor] or its affiliate on the closing date, but[, to the extent not necessary to satisfy credit risk retention requirements described under “The Sponsor, Administrator and Servicer––Credit Risk Retention” in this prospectus,] may subsequently be sold directly, including through a placement agent, on or after the closing date, or through underwriters after the closing date, in one or more negotiated transactions or otherwise at varying prices to be determined at the time of sale. If only a portion of the class [___] notes are sold, the market for such a retained class of notes may be less liquid than would otherwise be the case. In addition, if any retained notes are subsequently sold in the secondary market, demand and market price of notes already in the market could be adversely affected. Additionally, if any class [___] notes are subsequently sold, the voting power of the noteholders of the outstanding notes may be diluted.]
Holders of the notes that are subordinate to the controlling class may suffer losses because they have limited control over actions of the issuing entity and conflicts between classes of notes may occur.	The rights of the controlling class will include the following: ● following an event of default, to direct the indenture trustee to exercise one or more of the remedies specified in the indenture relating to the property of the issuing entity, including a sale of the receivables; ● following certain servicer defaults, to waive such servicer default or to terminate the servicer; ● to appoint a successor indenture trustee; and ● to consent to specified types of amendments.
	In exercising any rights or remedies under the indenture, the controlling class may act solely in its own interests or direct the indenture trustee to act in the interest of the controlling class. Therefore, holders of notes that are subordinated to the controlling class will not be able to participate in the determination of any proposed actions that are within the purview of the controlling class, and the controlling class, or the indenture trustee at the direction of the controlling class, could take actions that would adversely affect the holders of notes that are subordinated to the controlling class.
[The issuing entity will issue floating rate notes, but the issuing entity will not enter into any interest rate hedge agreements and you may suffer losses on your notes if interest rates rise.	The receivables sold to the issuing entity on the closing date will provide for level monthly payments, while the class A-2b notes will bear interest at a floating rate based on a spread over one-month LIBOR. Even though the issuing entity will issue the class A-2b notes as floating rate

	notes, it will not enter into any interest rate swap or interest rate cap agreements in connection with the issuance of the class A-2b notes. If the floating rate payable by the issuing entity in respect of the class A-2b notes increases to the point where the amount of interest and principal due on the notes, together with other fees and expenses payable by the issuing entity, exceeds the amount of collections and other funds available to the issuing entity to make such payments, the issuing entity may not have sufficient funds to make payments on the notes, including the class A-2b notes. If the issuing entity does not have sufficient funds to make payments, you may experience delays or reductions in the interest and principal payments on your notes. If market interest rates rise or other conditions change materially after the issuance of the notes, you may experience delays or reductions in interest and principal payments on your notes. The issuing entity will make payments on the class A-2b notes out of its generally available funds—not solely from funds that are dedicated to the class A-2b notes. Therefore, an increase in interest rates would reduce the amounts available for distribution to holders of all notes, not just the holders of the class A-2b notes.]
[Risks associated with the unknown allocation of the class A-2 notes.	The allocation of the initial principal balance between the class A-2a notes and the class A-2b notes may not be known until the time of pricing. Therefore, investors should not expect further disclosure of these matters prior to their entering into commitments to purchase these classes of notes. Additionally, one of the two classes may not be issued or may have a very small initial principal balance. As the allocated initial principal balance of the floating rate class A-2b notes is increased (relative to the class A-2a notes), there will be a greater amount of floating rate notes issued by the issuing entity, and therefore the issuing entity will have greater exposure to increases in the floating rate payable on the class A-2b notes. Because the aggregate amount of class A-2 notes is fixed as set forth on the cover of this prospectus, the division of the aggregate initial principal balance between the class A-2a notes and the class A-2b notes may result in one of such classes being issued in only a very small principal amount, which may reduce the liquidity of such class of notes.]
[The outcome of LIBOR manipulation claims may have an adverse impact on your class A-2b notes.	The interest rate to be borne by the class A-2b notes is based on a spread over one-month LIBOR. The London Interbank Offered Rate, or LIBOR, serves as a global benchmark for home mortgages, student loans and what various issuers pay to borrow money. On September 28, 2012, Britain’s Financial Services Authority recommended that the British Bankers’ Association be removed from its rate-setting responsibility and proposed additional reforms in connection with the determination of LIBOR. In July 2013, a subsidiary of the parent company of the New York Stock Exchange was appointed to take over the administration of LIBOR in 2014. Following the acquisition of the parent company of the New York Stock Exchange, the appointment of the subsidiary, renamed ICE Benchmark Administration Limited, became effective and such entity assumed the administration of LIBOR. No assurance can be provided as to what effect this appointment and change in administration will have on setting the applicable rates of LIBOR or what other changes may occur in the future with respect to the

	administration of LIBOR. In addition, various individual and class actions have been filed in U.S. federal and state courts in recent years in which plaintiffs make allegations that in various periods, starting in 2000 or later, certain banks either individually or collectively manipulated the U.S. dollar LIBOR index and other benchmark rates, or otherwise committed fraud or violated antitrust and other laws. Certain of these actions are ongoing. No assurance can be provided as to which entity or entities will assume responsibility for setting the applicable rates in the future. In addition, no assurance can be provided that LIBOR accurately represents the offered rate applicable to loans in U.S. dollars for a one-month period between leading European banks or that LIBOR’s prominence as a benchmark interest rate will be preserved. No prediction can be made as to future levels of the one-month LIBOR index or as to the timing of any changes thereto, each of which will directly affect the yield of the class A-2b notes.]
Because the notes are in book-entry form, your rights can only be exercised indirectly.	Because the notes will be issued in book-entry form, you will be required to hold your interest in the notes through The Depository Trust Company in the United States, or Clearstream Banking, société anonyme or the Euroclear Bank SA/NV, as operator for the Euroclear System or their successors or assigns. Transfers of interests in the notes within The Depository Trust Company, Clearstream Banking, société anonyme or the Euroclear System must be made in accordance with the usual rules and operating procedures of those systems. So long as the notes are in book-entry form, you will not be entitled to receive a definitive note representing your interest. The notes will remain in book-entry form except in the limited circumstances described under “Description of the Notes—Book-Entry Registration” in this prospectus. Unless and until the notes cease to be held in book-entry form, the indenture trustee will not recognize you as a “noteholder,” as the term is used in the indenture. As a result, you will only be able to exercise the rights of noteholders indirectly through The Depository Trust Company (if in the United States) and its participating organizations, or Clearstream Banking, société anonyme or the Euroclear Bank SA/NV, as operator for the Euroclear System and their participating organizations. Holding the notes in book-entry form could also limit your ability to pledge your notes to persons or entities that do not participate in The Depository Trust Company, Clearstream Banking, société anonyme or the Euroclear System and to take other actions that require a physical certificate representing the notes. Interest and principal on the notes will be paid by the issuing entity to The Depository Trust Company as the record holder of the notes while they are held in book-entry form. The Depository Trust Company will credit payments received from the issuing entity to the accounts of its participants which, in turn, will credit those amounts to noteholders either directly or indirectly through indirect participants. This process may delay your receipt of principal and interest payments from the issuing entity.

Distribution of the Receivables in the Statistical Pool

as of the [Initial] Cutoff Date by Remaining Principal Balance

Remaining Principal Balance	Number of Receivables	Percentage of Total Number of Receivables	[Initial] Cutoff Date Aggregate Principal Balance	Percentage of [Initial] Cutoff Date Aggregate Principal Balance
0.00 - 2,499.99	[_____]	[____]%	$[_____________]	[____]%
2,500.00 - 4,999.99	[_____]	[____]	[_____________]	[____]
5,000.00 - 9,999.99	[_____]	[____]	[_____________]	[____]
10,000.00 - 14,999.99	[_____]	[____]	[_____________]	[____]
15,000.00 - 19,999.99	[_____]	[____]	[_____________]	[____]
20,000.00 - 24,999.99	[_____]	[____]	[_____________]	[____]
25,000.00 - 29,999.99	[_____]	[____]	[_____________]	[____]
30,000.00 - 34,999.99	[_____]	[____]	[_____________]	[____]
35,000.00 - 39,999.99	[_____]	[____]	[_____________]	[____]
40,000.00 - 44,999.99	[_____]	[____]	[_____________]	[____]
45,000.00 - 49,999.99	[_____]	[____]	[_____________]	[____]
50,000.00 - 54,999.99	[_____]	[____]	[_____________]	[____]
55,000.00 - 59,999.99	[_____]	[____]	[_____________]	[____]
60,000.00 - 64,999.99	[_____]	[____]	[_____________]	[____]
65,000.00 - 69,999.99	[_____]	[____]	[_____________]	[____]
70,000.00 - 74,999.99	[_____]	[____]	[_____________]	[____]
75,000.00 - 79,999.99	[_____]	[____]	[_____________]	[____]
80,000.00 - 84,999.99	[_____]	[____]	[_____________]	[____]
85,000.00 or greater	[_____]	[____]	[_____________]	[____]
Total(1):	[______]	100.00%	$[________________]	100.00%

________________________________________________________________

(1)	Percentages may not add to 100% due to rounding.

[*	Represents a number greater than 0.000% but less than 0.005%.]

Distribution of the Receivables in the Statistical Pool

as of the [Initial] Cutoff Date by Original Number of Scheduled Payments

Original Number of Scheduled Payments	Number of Receivables	Percentage of Total Number of Receivables	[Initial] Cutoff Date Aggregate Principal Balance	Percentage of [Initial] Cutoff Date Aggregate Principal Balance
1 - 12	[______]	[____]%	$[_____________]	[____]%
13 - 24	[______]	[____]	[_____________]	[____]
25 - 36	[______]	[____]	[_____________]	[____]
37 - 48	[______]	[____]	[_____________]	[____]
49 - 60	[______]	[____]	[_____________]	[____]
61 - 72	[______]	[____]	[_____________]	[____]
[73 - [__]	[______]	[____]	[_____________]	[____]]
Total(1):	[______]	100.00%	$[_________________]	100.00%

________________________________________________________________

(1)	Percentages may not add to 100% due to rounding.

[*	Represents a number greater than 0.000% but less than 0.005%.]

Distribution of the Receivables in the Statistical Pool

as of the [Initial] Cutoff Date by Remaining Number of Scheduled Payments

Remaining Number of Scheduled Payments	Number of Receivables	Percentage of Total Number of Receivables	[Initial] Cutoff Date Aggregate Principal Balance	Percentage of [Initial] Cutoff Date Aggregate Principal Balance
1 - 12	[______]	[____]%	$[_____________]	[____]%
13 - 24	[______]	[____]	[_____________]	[____]
25 - 36	[______]	[____]	[_____________]	[____]
37 - 48	[______]	[____]	[_____________]	[____]
49 - 60	[______]	[____]	[_____________]	[____]
61 - 72	[______]	[____]	[_____________]	[____]
[73 - [__]	[______]	[____]	[_____________]	[____]]
Total(1):	[______]	100.00%	$[_________________]	100.00%

________________________________________________________________

(1)	Percentages may not add to 100% due to rounding.

[*	Represents a number greater than 0.000% but less than 0.005%.]

Distribution of the Receivables in the Statistical Pool

as of the [Initial] Cutoff Date by FICO® Score Range(1)

FICO® Score Range(1)	Number of Receivables	Percentage of Total Number of Receivables	[Initial] Cutoff Date Aggregate Principal Balance	Percentage of [Initial] Cutoff Date Aggregate Principal Balance
[[___] - 619	[______]	[____]%	$[_____________]	[____]%]
620 - 650	[______]	[____]	[_____________]	[____]
651 - 700	[______]	[____]	[_____________]	[____]
701 - 750	[______]	[____]	[_____________]	[____]
751 - 800	[______]	[____]	[_____________]	[____]
801 - 850	[______]	[____]	[_____________]	[____]
Greater than or equal to 851	[______]	[____]	[_____________]	[____]
Total(2):	[______]	100.00%	$[________________]	100.00%

________________________________________________________________

(1)	FICO® is a federally registered servicemark of Fair Isaac Corporation.

(2)	Percentages may not add to 100% due to rounding.

[*	Represents a number greater than 0.000% but less than 0.005%.]

[Asset Level Data about the Receivables]

[To be included for offerings after November 23, 2016:] [The Depositor has prepared asset level data about the pool of receivables for this securitization transaction and has filed this information with the SEC on Form ABS-EE. The Form ABS-EE is incorporated by reference into this prospectus. The asset data file provides detailed information about the Receivables, the Financed Vehicles, the Obligors, the status of the Receivables and the origination of the Receivables. Investors should carefully review the asset level data. The Depositor will prepare updated asset level data on a monthly basis and will file this information with the SEC on Form ABS-EE.

For more details about the monthly asset level data, you should read "Reports to Securityholders."]

[Revolving Period]

[The Sale and Servicing Agreement provides that all of the principal collected on the Receivables may be applied by the Indenture Trustee to acquire subsequent Receivables during the period beginning on the Closing Date and ending on the earlier of (i) [NOTE: insert date not later than three years from the closing date] and (ii) the occurrence of an event of default that results in acceleration (the “Revolving Period”) rather than used to distribute payments of principal to holders of the Securities. The additional Receivables will be transferred to the Issuing Entity in exchange for money released to the Sponsor from the Collection Account. The Revolving Period will be followed by an “Amortization Period,” during which Noteholders would receive payments in respect of principal.

Any principal collected on the Receivables that are not used to purchase additional Receivables by the end of the Revolving Period will be applied as a mandatory prepayment of the Notes. The Revolving Period may terminate earlier than its scheduled end date upon the occurrence of an Event of Default. Any such termination of the Revolving Period would result in earlier than expected principal repayment of the Notes.]

[Prefunding Period]

[On the Closing Date, [____]% [NOTE: amount not to exceed 25% of the principal balance of the Notes] of the proceeds received from the sale of the Notes will be deposited into the Prefunding Account. The Issuing Entity will have the ability to purchase additional Receivables to the extent there are sufficient funds on deposit in the Prefunding Account during the period beginning on the Closing Date and terminating upon the earliest of (i) [NOTE: insert date not later than one year from the Closing Date], (ii) the date on which the amounts on deposit in the Prefunding Account have been depleted and (iii) the occurrence of an Event of Default (the “Prefunding Period”). If all of the monies originally deposited in the Prefunding Account are not used by the end of the Prefunding Period, all remaining monies will be applied as a mandatory prepayment of the Notes. The termination of the Prefunding Period will result in earlier than expected principal repayment of the Notes.]

POOL UNDERWRITING

As described in “The Sponsor, Administrator and Servicer—Underwriting of Motor Vehicle Retail Installment Sales Contracts” in this prospectus, under TMCC’s origination process, credit applications are evaluated when received and are either automatically approved, automatically rejected or forwarded for review by a TMCC credit analyst with appropriate approval authority. The credit analyst decisions applications based on an evaluation that considers an applicant’s creditworthiness and may consider an applicant’s projected ability to meet the monthly obligation, which is derived from the amount financed, the term, and the assigned contractual interest rate. [______] Receivables, having an aggregate Principal Balance of approximately $[______________] (representing approximately [_____]% of the aggregate Principal Balance of the Receivables in the statistical pool as of the [Initial] Cutoff Date) were automatically approved, while [______] Receivables, having an aggregate Principal Balance of approximately $[______________] (representing approximately [_____]% of the aggregate Principal Balance of the Receivables in the statistical pool as of the [Initial] Cutoff Date) were evaluated and approved by a TMCC credit analyst with appropriate authority in accordance with TMCC’s written underwriting guidelines. TMCC determined that whether a receivable was accepted automatically by TMCC’s electronic credit decision system or was accepted following review by a TMCC credit analyst was not indicative of the related receivable’s quality.

REVIEW OF POOL ASSETS

In connection with the offering of the Notes, the Depositor has performed a review of the Receivables and the disclosure regarding those Receivables that is required to be included in this prospectus by Item 1111 of Regulation AB (such disclosure, the “Rule 193 Information”). This review was designed and effected to provide the Depositor with reasonable assurance that the Rule 193 Information is accurate in all material respects. The Depositor consulted with, and was assisted by, responsible personnel of TMCC in performing the review. This review consisted of a review of TMCC underwriting guidelines and the eligibility and characteristics of the Receivables, as well as a review of the disclosure describing such underwriting guidelines, and the eligibility and characteristics of the Receivables in this prospectus.

As part of the review of the Receivables, TMCC and the Depositor identified the Rule 193 Information to be covered and identified the review procedures for each portion of such Rule 193 Information. Descriptions in this prospectus under “The Sponsor, Administrator and Servicer—Underwriting of Motor Vehicle Retail Installment Sales Contracts” consisting of factual information regarding TMCC underwriting guidelines were reviewed and approved by TMCC management to ensure the accuracy of such descriptions. Additionally, members of TMCC’s Treasury group consulted with internal counsel, as well as external counsel, with respect to the descriptions of the legal and regulatory provisions that may materially and adversely affect the performance of the Receivables or payments on the Notes.

[For offerings after November 23, 2016, description of review of asset level data filed on Form ABS-EE to be included.]

TMCC selected a random sample of [___] receivables (the “Sample”) from a pool of [_______] receivables (the “Sample Pool”) owned by TMCC as of the [Initial] Cutoff Date that satisfied, on its system, the selection criteria set forth under “The Receivables Pool” above. TMCC then performed an eligibility review to confirm that those receivables in the Sample Pool satisfied those selection criteria. The statistical pool was selected from the Sample Pool in a manner designed to cause the characteristics of the Receivables in the statistical pool to not differ materially from the characteristics of the receivables in the Sample Pool. The Receivables sold to the Issuing Entity on the Closing Date will be selected from the statistical pool and may also include other receivables owned by the Sponsor. TMCC also tested the accuracy of the data contained in TMCC’s data tape. The data tape is an electronic record maintained by TMCC, which includes certain attributes of the receivables in the Sample Pool, including the Receivables in the statistical pool. TMCC reviewed the receivable files for the Sample to confirm that the following [__] data points conformed to the applicable information on the data tape: [account number, origination date, original principal balance, original interest rate, monthly payment amount, maturity date at origination, original term, state of origination, vehicle identification number, new or used, FICO® score, delinquency status, repossession/bankruptcy status and, other than for electronic titles, confirmed TMCC is listed as lienholder or was assigned the lien]. [___] variance[s] between the data points reviewed and the data tape [was][were] found. [The variances were subsequently remedied by TMCC.] [The Depositor considers the variance[s] to be immaterial and determined that [it is][they are] not indicative of any systematic errors in the data or other errors that could have a material adverse effect on the data and information about the Receivables described in this prospectus.] TMCC also compared the statistical information contained in the table entitled “Composition of the Receivables in the Statistical Pool as of the [Initial] Cutoff Date” under “The Receivables Pool” above to data contained in, or derived from, the data tape. Specifically, statistical information relating to the Receivables in the statistical pool was recalculated using the applicable information on the data tape.

In addition to this review, the Depositor’s review of the Receivables is further supported by TMCC compliance procedures used in the day-to-day operation of its business. These procedures include financial reporting controls required by the Sarbanes-Oxley Act, regular internal audits of key business functions, including credit decisioning, servicing and systems processing, testing controls to verify compliance with procedures and quality assurance reviews for credit decisions and securitization processes. In addition, TMCC has a network of computer applications which capture and maintain information about the Receivables. These computer systems are subject to change control processes, automated controls testing and control review programs to determine whether systems controls are operating effectively.

Portions of the review of the characteristics of, and statistical information with respect to, the Sample and the Receivables, were performed with the assistance of third parties engaged by TMCC. TMCC and the Depositor determined the nature, extent and timing of the review and the sufficiency of the assistance provided by the third parties for purposes of its review. The Depositor had ultimate authority and control over, and assumes all responsibility for, the review and the findings and conclusions of the review. The Depositor attributes all finding and conclusions of the review to itself.

After undertaking the review described above, the Depositor has found and concluded that it has reasonable assurance that the Rule 193 Information in this prospectus is accurate in all material respects.

DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

Described below is information concerning TMCC’s experience with respect to its portfolio of new and used passenger car, minivan, light-duty truck and sport utility vehicle retail installment sales contracts which it has funded and is servicing, including contracts that have been securitized.

The data presented in the following tables are for illustrative purposes only. There is no assurance that TMCC’s delinquency, credit loss and repossession experience with respect to passenger car, minivan, light-duty truck and sport utility vehicle retail installment sales contracts in the future, or the experience of the Issuing Entity with respect to the Receivables, will be similar to that described below.

Delinquency and credit losses are significantly influenced by the combined impact of a number of factors, including, but not limited to, general economic conditions (including unemployment rates, fuel and energy prices and interest rates), the used vehicle market, purchase quality mix, contract term length, unenforceable or defeated security interests and operational changes affecting TMCC, which have the potential to adversely affect delinquencies and credit losses by disrupting TMCC’s normal operations during the operational change process.

The following tables show TMCC’s servicing experience for its entire portfolio of retail installment sales contracts on automobiles, including contracts sold in securitizations that TMCC continues to service. The percentages in the tables below have not been adjusted to eliminate the effect of the growth of TMCC’s portfolio. Accordingly, the delinquency, repossession and net loss percentages would be expected to be higher than those shown for any group of receivables that are isolated for any period or periods of time and the delinquency, repossession and net loss data measured the activity only for that isolated group over the periods indicated, as will be the case for the Receivables. If the credit losses on the Receivables included in the Issuing Entity are greater than the historical credit loss experience listed below, the yield to holders of the Notes could be adversely affected.

Managed Portfolio

Historical Delinquency Experience(1)

	At [___________],		At March 31,
	20[__]	20[__]	20[__]	20[__]	20[__]	20[__]	20[__]
Outstanding Contracts(2)	[_______]	[_______]	[_______]	[_______]	[_______]	[_______]	[_______]

Number of Accounts Past Due in the following categories
30 - 59 days	[______]	[______]	[______]	[______]	[______]	[______]	[______]
60 - 89 days	[______]	[______]	[______]	[______]	[______]	[______]	[______]
Over 89 days	[______]	[______]	[______]	[______]	[______]	[______]	[______]

Delinquencies as a Percentage of Contracts Outstanding(3)
30 - 59 days	[____]%	[____]%	[____]%	[____]%	[____]%	[____]%	[____]%
60 - 89 days	[____]%	[____]%	[____]%	[____]%	[____]%	[____]%	[____]%
Over 89 days	[____]%	[____]%	[____]%	[____]%	[____]%	[____]%	[____]%

____________________

(1)

The historical delinquency data reported in this table includes all retail installment sales contracts purchased by TMCC, excluding those purchased by a subsidiary of TMCC in Puerto Rico. The historical delinquency data reported in this table also includes contracts that have been sold but are still being serviced by TMCC.

(2)	Number of contracts outstanding at end of period.

(3)	The period of delinquency is based on the number of days payments are contractually past due. A payment is deemed to be past due if less than 90% of such payment is made.

Managed Portfolio

Net Loss and Repossession Experience(1)

(Dollars In Thousands)

	For the Three Months Ended [___________],		For the Fiscal Years Ended March 31,
	20[__]	20[__]	20[__]	20[__]	20[__]	20[__]	20[__]
Principal Balance Outstanding(2)	$[_______]	$[_______]	$[_______]	$[_______]	$[_______]	$[_______]	$[_______]
Average Principal Balance Outstanding(3)	$[_______]	$[_______]	$[_______]	$[_______]	$[_______]	$[_______]	$[_______]
Number of Contracts Outstanding	[________]	[________]	[________]	[________]	[________]	[________]	[________]
Average Number of Contracts Outstanding(3)	[________]	[________]	[________]	[________]	[________]	[________]	[________]
Number of Repossessions(4)	[______]	[______]	[______]	[______]	[______]	[______]	[______]
Number of Repossessions as a Percent of the Number of Contracts Outstanding	[____]%(7)	[____]%(7)	[____]%	[____]%	[____]%	[____]%	[____]%
Number of Repossessions as a Percent of the Average Number of Contracts Outstanding	[____]%(7)	[____]%(7)	[____]%	[____]%	[____]%	[____]%	[____]%
Gross Charge-Offs(5)	$[_______]	$[_______]	$[_______]	$[_______]	$[_______]	$[_______]	$[_______]
Recoveries(6)	$[_______]	$[_______]	$[_______]	$[_______]	$[_______]	$[_______]	$[_______]
Net Losses	$[_______]	$[_______]	$[_______]	$[_______]	$[_______]	$[_______]	$[_______]
Net Losses as a Percentage of Principal Balance Outstanding	[____]%(7)	[____]%(7)	[____]%	[____]%	[____]%	[____]%	[____]%
Net Losses as a Percentage of Average Principal Balance Outstanding	[____]%(7)	[____]%(7)	[____]%	[____]%	[____]%	[____]%	[____]%

__________________

(1)

The net loss and repossession data reported in this table includes all retail installment sales contracts purchased by TMCC, excluding those purchased by a subsidiary of TMCC in Puerto Rico. The net loss and repossession data reported in this table also includes contracts that have been sold but are still being serviced by TMCC.

(2)	Principal Balance Outstanding includes payoff amount for simple interest contracts and net principal balance for actuarial contracts. Actuarial contracts do not comprise any of the Receivables.

(3)	Average of the principal balance or number of contracts outstanding as of the beginning and end of the indicated periods.

(4)	Includes bankrupt repossessions but excludes bankruptcies.

(5)	Amount charged off is the net remaining principal balance, including earned but not yet received finance charges, repossession expenses and unpaid extension fees, less any proceeds from the liquidation of the related vehicle. Also includes dealer reserve charge-offs.

(6)	Includes all recoveries from post-disposition monies received on previously charged-off contracts including any proceeds from the liquidation of the related vehicle after the related charge-off. Also includes recoveries for dealer reserve charge-offs and dealer reserve chargebacks.

(7)	Annualized.

ASSET REPRESENTATIONS REVIEW

The Asset Representations Reviewer will perform a review of Receivables for compliance with the representations and warranties made by TMCC and the Depositor about the Receivables in the Transfer and Servicing Agreements (an “Asset Representations Review”) if:

·	a Delinquency Trigger occurs; and

·	a required amount of Noteholders vote to direct an Asset Representations Review.

A “Delinquency Trigger” will occur if the aggregate Principal Balance of 60-Day Delinquent Receivables as a percentage of the aggregate Principal Balance of Receivables as of the end of a month exceeds the Delinquency Trigger Percentage for that month set by TMCC as described below.

A “60-Day Delinquent Receivable” is, for any date of determination, a Receivable for which payment of 90% of the required payment has not been received by the Servicer by the payment due date on or immediately preceding 60 days prior to such date of determination. Charged off Receivables are not considered Delinquent Receivables and therefore are not included in the Delinquency Trigger calculation. TMCC does not treat a charged off Receivable as a Delinquent Receivable because the related vehicle is no longer in the possession of the related Obligor and any loss would have been realized.

Upon the occurrence of a Delinquency Trigger, the Servicer will notify the Administrator and the Indenture Trustee and shall prepare a notice to be sent to the Noteholders on the related Payment Date specifying the occurrence of the Delinquency Trigger and the rights of the Noteholders regarding an Asset Representations Review and the Depositor will include in the Issuing Entity’s Form 10-D filing for the Collection Period in which the Delinquency Trigger occurred a statement of the contents of such notice.

If Noteholders holding at least 5% of the outstanding aggregate Principal Balance of the Notes, other than Notes held by the Sponsor, the Servicer, or any affiliate of either (“Requesting Noteholders”), request a formal Noteholder vote within 90 days of the date of the Form 10-D in which the occurrence of a Delinquency Trigger has been reported, then the Depositor will include in the Issuing Entity’s Form 10-D filing for the Collection Period in which such request occurred a statement that sufficient Requesting Noteholders are requesting a full Noteholder vote to commence an Asset Representations Review. The related Form 10-D filing will specify the means by which Noteholders may make their votes known to the Indenture Trustee and will also specify the voting deadline (not earlier than 150 days from the date of the Form 10-D filing that first reported the occurrence of the Delinquency Trigger) that will be used to calculate whether the requisite amount of Noteholders have cast affirmative votes to direct the Indenture Trustee to notify the Asset Representations Reviewer to commence an Asset Representations Review. For book-entry Notes, Note Owners may act through their respective DTC Participants.

If, on the voting deadline date set forth in the related Form 10-D, a majority of the Noteholders casting a vote so direct (provided that such affirmative votes represent votes from Noteholders holding at least 5% of the aggregate outstanding principal balance of the Notes, other than Notes held by the Sponsor, the Servicer or any affiliate of either), the Indenture Trustee will send a notice to the Asset Representations Reviewer, the Administrator and the Servicer informing them that the requisite Noteholders have directed the Asset Representations Reviewer to perform a review of all Receivables that are 60 days or more delinquent (the “ARR Receivables”) for the purpose of determining whether such Receivables were in compliance with the representations and warranties made by TMCC and the Depositor about the Receivables in the Transfer and Servicing Agreements. The Form 10-D filing for the Collection Period in which the Indenture Trustee sent the foregoing notice to the Asset Representations Reviewer will specify that the requisite Noteholders have directed an Asset Representations Review.

However, if on the voting deadline date set forth in the related Form 10-D, a majority of the Noteholders casting a vote (representing votes from Noteholders holding at least 5% of the aggregate outstanding principal balance of the Notes, other than Notes held by the Sponsor, the Servicer or any affiliate of either) have not voted to direct an Asset Representations Review, then no Asset Representations Review will occur for that occurrence of the Delinquency Trigger.

Within 60 days of the delivery by the Indenture Trustee to the Asset Representations Reviewer, the Administrator and the Servicer of the notice directing the Asset Representations Reviewer to proceed with an Asset Representations Review, the Servicer will give the Asset Representations Reviewer access to the Receivable files and other information necessary for the review of all of the ARR Receivables, as described below. Upon receiving access to the review materials, the Asset Representations Reviewer will start its review of the ARR Receivables and will complete its review within 60 days after receiving access to all of the review materials. The review period may be extended by up to an additional 30 days if the Asset Representations Reviewer detects missing review materials that are subsequently provided within the 60-day period or requires clarification of any review materials or testing procedures. The specified review procedures for each ARR

Receivable and each component of the specified representations and warranties made regarding such ARR Receivable will consist of tests designed to determine whether such ARR Receivable was or was not in compliance as of [the][its respective] Cutoff Date. The Asset Representations Reviewer will determine whether each test was passed or failed; however, the specified review procedures will not determine why the Obligor is delinquent, the creditworthiness of the Obligor, or compliance by the Servicer with its servicing obligations in respect of any ARR Receivable. In addition, the Asset Representations Reviewer will not be limited to the specified review procedures set forth in the Asset Representations Review Agreement, and may, in its discretion, perform other tests that it deems reasonable and appropriate in determining whether the ARR Receivables were in compliance with the representations and warranties made by TMCC and the Depositor about the Receivables in the Transfer and Servicing Agreements as of [the][their respective] Cutoff Date[s]. If the Servicer notifies the Asset Representations Reviewer that an ARR Receivable was paid in full or repurchased from the pool before the review report is delivered, the Asset Representations Reviewer will terminate the tests of that ARR Receivable and the review of that ARR Receivable will be considered complete.

The Servicing Agreement will provide that the Servicer will render reasonable assistance, including granting access to copies of any underlying documents and Receivable files, to the Asset Representations Reviewer to facilitate the performance of a review of all ARR Receivables in order to verify compliance with the representations and warranties made to the Issuing Entity by TMCC and the Depositor. The Servicer will provide the Asset Representations Reviewer with access to the related Receivables and all other relevant documents related to each ARR Receivable. The Servicer will redact these materials to remove any personally identifiable customer information, but will use commercially reasonable efforts not to change the meaning of these materials or their usefulness to the Asset Representations Reviewer in connection with its review.

The Asset Representations Reviewer will report its findings and conclusions to the Issuing Entity, the Servicer, the Administrator, the Indenture Trustee, TMCC and the Depositor after completion of the Asset Representations Review, but in any event, no later than five days after completion of the Asset Representations Review. The related Form 10-D filed for the Issuing Entity will include a summary of the Asset Representations Reviewer’s report, but the determination whether the compliance or non-compliance of any representation constitutes a breach of the applicable agreement will not be made by the Asset Representations Reviewer. Rather, the related Form 10-D will alert Noteholders of their ability to notify the Indenture Trustee that they consider any non-compliance of any representation to be a breach of the applicable agreement. The Indenture Trustee may make such a determination regarding whether any such non-compliance constitutes such a breach. Subject to the provisions for indemnification and certain limitations contained in the Indenture, the holders of Notes evidencing not less than a majority of principal amount of the Notes of the Controlling Class then outstanding, acting together as a single class, will have the right to direct the Indenture Trustee regarding the time, method and place of exercising of any trust or power conferred on the Indenture Trustee, including the power to make such a determination regarding whether any such non-compliance constitutes a breach.

TMCC and the Depositor will evaluate any report of the Asset Representations Reviewer and any repurchase request received from the Indenture Trustee, any Noteholder or any other party to any of the transaction documents in order to determine whether a repurchase of any Receivable is required. After reviewing the report, each of TMCC and the Depositor will determine if there were breaches of its representations and warranties, and will then decide whether to repurchase the Receivable. None of the Indenture Trustee, the Owner Trustee, the Indenture Trustee, the Asset Representations Reviewer, the Depositor, the Sponsor or the Servicer is otherwise obligated to monitor the Receivables or otherwise to investigate the accuracy of the representations and warranties with respect to the Receivables. The transaction documents require that any breach of the representations and warranties must materially and adversely affect the Issuing Entity’s interests in a Receivable before the TMCC or the Depositor would be required to repurchase the Receivable.

Delinquency Trigger

The following table sets forth the "Delinquency Trigger Percentage" applicable for each monthly period:

Monthly Period		Delinquency Trigger Percentage
1 to 12		[____]%
13 to 24		[____]%
25 to 36		[____]%
37 to 48		[____]%
49 and after		[____]%

TMCC developed the Delinquency Trigger Percentages by considering the monthly 60-Day Delinquent Receivables rate observed in each of its public securitization transactions since 20[10]. TMCC calculated a maximum 60-Day Delinquent Receivables ratio for each annual period and then calculated the average of this ratio for each annual period [from the related cutoff date]. An average of the maximum 60-Day Delinquent Receivables ratio was utilized to account for typical seasonal increases in 60-Day Delinquent Receivables, which TMCC believes, given the consistency of its origination and servicing practices, represents a reasonable expected case 60-Day Delinquent Receivables curve for the Receivables over an economic cycle. TMCC then applied a multiple of [_____] to the average 60-Day Delinquent Receivables percentage observed at month [__], month [__], month [__] and month [__] and rounded to the nearest 0.05%. Because TMCC’s other transactions have not experienced significant historical 60-Day Delinquent Receivables and given the relatively stable economic period for these transactions, the multiple is intended to account for [changes in the pool selection criteria,] future volatility and stressed economic conditions. Based on its experience in historical transactions, TMCC believes that this method will incorporate shifts in delinquencies for each annual period that the Notes are outstanding and will align the Delinquency Trigger Percentages with the reasonable expected case 60-Day Delinquent Receivables curve. [Additionally, the [_____] multiple is expected to generate a Delinquency Trigger Percentage that would be met before any losses on the Notes would occur.]

REPURCHASES OF RECEIVABLES

TMCC and the Depositor, pursuant to the Receivables Purchase Agreement and the Sale and Servicing Agreement, respectively, will represent and warrant, among other things, that: (i) the information provided in the Transfer Notice[s] [is][are] true and correct in all material respects as of the [applicable] Cutoff Date, and no selection procedures adverse to the Noteholders have been utilized in selecting the Receivables; (ii) the terms of each Receivable require the related Obligor to possess physical damage insurance which covers the Financed Vehicle in accordance with TMCC’s normal requirements; (iii) as of the Closing Date, to the best of its knowledge, the Receivables are free and clear of all security interests, liens, charges and encumbrances (other than tax liens, mechanics’ liens and any liens that attach to a Receivable or any property, as the context may require, by operation of law) that are prior to, or of the same priority with, the security interests in the Financed Vehicles granted by the Receivables, and no offsets, defenses or counterclaims have been asserted or threatened; (iv) as of the Closing Date, each of the Receivables is secured by a first priority perfected security interest in favor of TMCC in the Financed Vehicle or all necessary and appropriate actions have been taken to perfect a first priority security interest; and (v) each Receivable, at the time it was originated, complied and, as of the Closing Date, complies in all material respects with applicable federal and state laws, including, without limitation, consumer credit, truth in lending, equal credit opportunity and disclosure laws.

By the last day of the second month following the discovery by or notice to the Depositor of a breach of any representation or warranty of the Depositor that materially and adversely affects the interests of the Issuing Entity in any Receivable, unless the breach is cured in all material respects, the Depositor will repurchase such Receivable (a “Warranty Receivable”) from the Issuing Entity and, pursuant to the Receivables Purchase Agreement, TMCC will purchase such Warranty Receivable from the Depositor at a price equal to its unpaid principal balance plus interest thereon at a rate equal to the sum of the Interest Rate and the Servicing Fee rate up to and including the last day of the Collection Period relating to such repurchase (the “Warranty Purchase Payment”). This repurchase obligation will constitute the sole remedy available to the Noteholders, the Indenture Trustee or the Issuing Entity for any such uncured breach by the Depositor. The obligation of the Depositor to repurchase a Warranty Receivable will not be conditioned on performance by TMCC of its obligation to purchase such Warranty Receivable from the Depositor pursuant to the Receivables Purchase Agreement.

[TMCC’s current financial condition is [____________] and, as a result, there is a material risk that the effect of TMCC’s financial condition on its ability to comply with the provisions in the Transfer and Servicing Agreements relating to the repurchase obligations for Warranty Receivables could have a material impact on the performance of the Receivables Pool or the Securities.]

The transaction documents for prior pools of receivables securitized by the Sponsor contain covenants requiring the repurchase of receivables for breach of a related representation or warranty. TMCC, as securitizer, discloses, in a report on Form ABS-15G, all fulfilled and unfulfilled repurchase requests for securitized receivables that were the subject of a demand to repurchase. In the past three years, there was no activity to report with respect to any demand to repurchase receivables underlying a securitization sponsored by TMCC. TMCC filed its most recent report on Form ABS-15G with the SEC on [__________], 20[__]. For additional information about obtaining a copy of the report, you should refer to “Where You Can Find More Information about Your Notes” in this prospectus.

In the Sale and Servicing Agreement, the Servicer will covenant that, except as otherwise contemplated in the Sale and Servicing Agreement, (i) it will not release any Financed Vehicle from the security interest granted in the related Receivable except (a) in the event of payment in full or payment in full less a deficiency which the Servicer would not attempt to collect in accordance with its Customary Servicing Practices by or on behalf of the Obligor thereunder, (b) in connection with repossession of such Financed Vehicle by the Servicer or (c) as may be required by an insurer in order to receive proceeds from any insurance policy covering such Financed Vehicle; (ii) it will do nothing to impair the rights of the Securityholders in the Receivables and (iii) it will not amend any Receivable such that the total number of Scheduled Payments, the Amount Financed (as defined in the Sale and Servicing Agreement) or the APR is altered or the maturity of a Receivable is extended beyond the Final Scheduled Maturity Date. By the last day of the second Collection Period following the Collection Period in which the Depositor, the Servicer, the Indenture Trustee or the Owner Trustee discovers or receives notice of a breach of any such covenant that materially and adversely affects the interests of the Securityholders in a Receivable, the Servicer, unless the breach is cured in all material respects, will purchase the Receivable (an “Administrative Receivable”) from the trustee at a price equal to its unpaid Principal Balance, plus interest thereon at a rate equal to the sum of the Interest Rate and the Servicing Fee rate up to and including the last day of the Collection Period relating to such purchase (the “Administrative Purchase Payment”). This purchase obligation will constitute the sole remedy available to the Securityholders, the Issuing Entity, the Indenture Trustee or the Owner Trustee for any such uncured breach by the Servicer.

Dispute Resolution

The Sale and Servicing Agreement provides that if the Owner Trustee, the Indenture Trustee or a Noteholder (including a Note Owner through the relevant DTC Participant) requests the Depositor to repurchase a Receivable for breach of a representation or warranty as described above, and the request has not been resolved by the appropriate party within 180 days of the Depositor’s or the Administrator’s receipt of notice of such request, then the requesting party has the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration held in New York, New York, on the following terms, or to institute a legal proceeding. Dispute resolution to resolve repurchase requests will be available regardless of whether the Noteholders voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. However, if the Receivable was a part of an Asset Representations Review and the findings and conclusions of the Asset Representations Reviewer state that no tests were failed for that ARR Receivable, the repurchase request for that ARR Receivable will be deemed to be resolved.

The Administrator will direct the Indenture Trustee to, and the Indenture Trustee will, notify the requesting party of the date when the 180-day period ends without resolution by the appropriate party. The requesting party will provide notice of its choice to mediate, to arbitrate or to institute a legal proceeding to the appropriate party within 30 days of the delivery of such notice of the end of the 180-day period.

JAMS, an organization providing alternative dispute resolution services, will administer any mediation (including non-binding arbitration) pursuant to its mediation procedures in effect on the Closing Date. The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience, and will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators fitting the criteria above by JAMS, each party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential mediators in order of preference. JAMS will select the mediator from the remaining attorneys on the list, respecting the preference choices of the parties to the extent possible. The parties will use commercially reasonable efforts to begin the mediation within 30 days of the selection of the mediator and to conclude the mediation within 60 days of the start of the mediation. The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation.

Any binding arbitration will be administered by the American Arbitration Association (the “AAA”) pursuant to its commercial arbitration rules and mediation procedures in effect on the Closing Date. The panel will consist of three members. One arbitrator will be appointed by the requesting party within five business days of its notice selecting arbitration, one arbitrator will be appointed by the Depositor within five business days of the requesting party’s appointment, and one arbitrator (who will preside over the panel) will be chosen by the two party-appointed arbitrators within five business days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the required time periods, then the appointments will be made by AAA. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience. Each arbitrator will be independent and will abide by the AAA’s code of ethics for arbitrators in commercial disputes in effect as of the Closing Date. Before accepting an appointment, each arbitrator must disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

After consulting with the parties, the panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within 90 days after appointment. The arbitral panel will have the authority to schedule, hear, and determine any and all motions in accordance with New York law, and will do so on the motion of any party. Unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to four party witness depositions not to exceed five hours, and one set of interrogatories, document requests and requests for admissions, though the panel will have the ability to grant additional discovery based on a determination of good cause after a showing that additional discovery is reasonable and necessary.

The panel will make its final determination no later than 90 days after appointment. The panel will not have the power to award punitive damages or consequential damages. The panel will determine and award the costs of the arbitration and reasonable attorneys’ fees to the parties as determined by the panel in its reasonable discretion. The determination in any binding arbitration will be final and non-appealable and may be enforced in any court of competent jurisdiction. By selecting binding arbitration, the selecting party will give up the right to sue in court, including the right to a trial by jury. No person may bring a putative or certified class action to arbitration.

STATIC POOLS

Attached to this prospectus as Annex B is tabular information that reflects the static pool performance data (including delinquency and cumulative net loss experience) of previous, recent securitizations of the Sponsor. The static pool information is deemed to be a part of this prospectus and the registration statement of which this prospectus is a part. We caution you that the statistical pool of Receivables described in this prospectus may not perform in a similar manner to the Receivables.

The characteristics of [___]% of the Receivables by aggregate Principal Balance included in the static pool information discussed above, as well as the social, economic and other conditions existing at the time when those Receivables were originated and repaid, vary materially from the characteristics of the Receivables in the Receivables Pool and the social, economic and other conditions existing at the time when the Receivables in the Receivables Pool were originated and those that will exist in the future when the Receivables in the Receivables Pool are required to be repaid. [Such Receivables were originated using differing [underwriting criteria, loan terms, and risk tolerances] than the static pools presented.] There is no assurance that TMCC’s delinquency and loss experience with respect to the Receivables included in the Issuing Entity will be similar to that described in Annex B to this prospectus.

[Insert any specific terms showing material differences between the Receivables Pool and the Static Pools.]

ANNEX A: GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES	A-1
ANNEX B: STATIC POOL INFORMATION	B-1

		falls within the range of:
		remaining Principal Balance as of [the][its respective] Cutoff Date	$[250.00] to $[100,000.00]
		original Principal Balance	$[1,000.00] to $[110,000.00]
		APR	[0.00]% to [24.00]%
		original number of monthly payments (“Scheduled Payments”)	[12] to [72] payments
		remaining number of Scheduled Payments as of [the][its respective] Cutoff Date	[4] to [68] payments
		as of [the][its respective] Cutoff Date, had a maximum number of days past due for payment	[29] days
		as of [the][its respective] Cutoff Date, had a FICO® score of at least	[620]
		is secured by a new or used Toyota[,][ or] Lexus [or Scion] passenger car, minivan, light-duty truck or sport utility vehicle;
		was originated in the United States;
		was a simple interest Receivable;

		provides for scheduled monthly payments that fully amortize the amount financed by such Receivable over its original term (except for minimally different payments in the first or last month in the life of the Receivable and, as of the Closing Date, except for modifications permitted under the Sale and Servicing Agreement that re-amortize the term of the Receivable, as described under “Transfer and Servicing Agreements—Servicing Procedures” in this prospectus);
		is serviced by TMCC as of the Closing Date;
		as of [the][its respective] Cutoff Date, was not noted in the records of TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding;
		does not relate to a vehicle that has been repossessed without reinstatement as of [the][its respective] Cutoff Date; and
		does not relate to a vehicle as to which the related obligor is an employee of TMCC or any of its affiliates.

Class A-1 Notes	$[______________]
Class A-2[a] Notes[(1)]	$[______________]
[Class A-2b Notes(1)	$[______________]
Class A-3 Notes	$[______________]
Class A-4 Notes	$[______________]
Class B Notes	$[_____________]
Reserve Account Initial Deposit([1][2])	$[____________]
[Prefunding Account Initial Deposit([1][2])	$[____________] [NOTE: amount not to exceed 25% of the principal balance of the notes]]
Yield Supplement Overcollateralization Amount	$[_____________]
Initial Overcollateralization	$[______]
Total	$[________________]

Class		Interest Rate
Class A-1		[____]%
Class A-2[a]		[____]%
[Class A-2b]		One-Month LIBOR [+][-] [____]%]
Class A-3		[____]%
Class A-4		[____]%
Class B		[____]%

Month	Cumulative Net Loss	Month	Cumulative Net Loss	Month	Cumulative Net Loss
1	%	17	%	33	%
2	%	18	%	34	%
3	%	19	%	35	%
4	%	20	%	36	%
5	%	21	%	37	%
6	%	22	%	38	%
7	%	23	%	39	%
8	%	24	%	40	%
9	%	25	%	41	%
10	%	26	%	42	%
11	%	27	%	43	%
12	%	28	%	44	%
13	%	29	%	45	%
14	%	30	%	46	%
15	%	31	%	47	%
16	%	32	%	48	%

New vehicles financed by TMCC	[_____]%
Used vehicles financed by TMCC	[_____]%
Passenger cars financed by TMCC	[_____]%
Minivans financed by TMCC	[_____]%
Light-duty trucks financed by TMCC	[_____]%
Sport utility vehicles financed by TMCC	[_____]%
Receivables representing financing of vehicles manufactured or distributed by Toyota Motor Corporation or its affiliates	100.00%

Geographic Distribution	Number of Receivables	Percentage of Total Number of Receivables	[Initial] Cutoff Date Aggregate Principal Balance	Percentage of [Initial] Cutoff Date Aggregate Principal Balance
[Alabama	[___]	[___]%	$[____________]	[___]%
Alaska	[___]	[___]	[____________]	[___]
Arizona	[___]	[___]	[____________]	[___]
Arkansas	[___]	[___]	[____________]	[___]
California	[___]	[___]	[____________]	[___]
Colorado	[___]	[___]	[____________]	[___]
Connecticut	[___]	[___]	[____________]	[___]
Delaware	[___]	[___]	[____________]	[___]
District of Columbia	[___]	[___]	[____________]	[___]
Florida	[___]	[___]	[____________]	[___]
Georgia	[___]	[___]	[____________]	[___]
Idaho	[___]	[___]	[____________]	[___]
Illinois	[___]	[___]	[____________]	[___]
Indiana	[___]	[___]	[____________]	[___]
Iowa	[___]	[___]	[____________]	[___]
Kansas	[___]	[___]	[____________]	[___]
Kentucky	[___]	[___]	[____________]	[___]
Louisiana	[___]	[___]	[____________]	[___]
Maine	[___]	[___]	[____________]	[___]
Maryland	[___]	[___]	[____________]	[___]
Massachusetts	[___]	[___]	[____________]	[___]
Michigan	[___]	[___]	[____________]	[___]
Minnesota	[___]	[___]	[____________]	[___]
Mississippi	[___]	[___]	[____________]	[___]
Missouri	[___]	[___]	[____________]	[___]
Montana	[___]	[___]	[____________]	[___]
Nebraska	[___]	[___]	[____________]	[___]
Nevada	[___]	[___]	[____________]	[___]
New Hampshire	[___]	[___]	[____________]	[___]
New Jersey	[___]	[___]	[____________]	[___]
New Mexico	[___]	[___]	[____________]	[___]
New York	[___]	[___]	[____________]	[___]
North Carolina	[___]	[___]	[____________]	[___]
North Dakota	[___]	[___]	[____________]	[___]
Oklahoma	[___]	[___]	[____________]	[___]
Oregon	[___]	[___]	[____________]	[___]
Pennsylvania	[___]	[___]	[____________]	[___]
Rhode Island	[___]	[___]	[____________]	[___]
South Carolina	[___]	[___]	[____________]	[___]
South Dakota	[___]	[___]	[____________]	[___]
Tennessee	[___]	[___]	[____________]	[___]
Texas	[___]	[___]	[____________]	[___]
Utah	[___]	[___]	[____________]	[___]
Vermont	[___]	[___]	[____________]	[___]
Virginia	[___]	[___]	[____________]	[___]
Washington	[___]	[___]	[____________]	[___]
West Virginia	[___]	[___]	[____________]	[___]
Wisconsin	[___]	[___]	[____________]	[___]
Wyoming	[___]	[___]	[____________]	[___]]
Total(2):	[______]	100.00%	$[________________]	100.00%

Payment Date	Yield Supplement Overcollateralization Amount	Payment Date	Yield Supplement Overcollateralization Amount
Closing Date	$[_____________]	[_____] 20[__]	$[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	[_____________]
[_____] 20[__]	[_____________]	[_____] 20[__]	-

Pool	Aggregate Principal Balance	Weighted Average APR (%)	Weighted Average Remaining Number of Scheduled Monthly Payments	Weighted Average Original Number of Scheduled Monthly Payments
1	$[____________]	[_____]	[__]	[__]
2	[____________]	[_____]	[__]	[__]
3	[____________]	[_____]	[__]	[__]
4	[____________]	[_____]	[__]	[__]
5	[____________]	[_____]	[__]	[__]
6	[____________]	[_____]	[__]	[__]
7	[____________]	[_____]	[__]	[__]
8	[____________]	[_____]	[__]	[__]
9	[____________]	[_____]	[__]	[__]
10	[____________]	[_____]	[__]	[__]
11	[____________]	[_____]	[__]	[__]
12	[____________]	[_____]	[__]	[__]
	$[______________]

	(i)	all collections of interest and principal on or in respect of the Receivables other than Defaulted Receivables;
	[(ii)	any amounts payable by the [Swap][Cap] Counterparty and [amounts remaining on deposit in the Prefunding Account on or after the last day of the Prefunding Period][principal collected on the Receivables that were not used to purchase additional Receivables by the end of the Revolving Period];]
	([ii][iii])	all insurance proceeds and proceeds of the liquidation of Defaulted Receivables, net of expenses incurred by the Servicer in accordance with its Customary Servicing Practices in connection with such liquidation, including amounts received in subsequent Collection Periods as and when received;
	([iii][iv])	all Warranty Purchase Payments with respect to Warranty Receivables repurchased by the Sponsor and Administrative Purchase Payments with respect to Administrative Receivables purchased by the Servicer, in each case in respect of such Collection Period;
	([iv][v])	any recovery in respect of any Receivable pursuant to any Dealer Recourse; and
	([v][vi])	the amount paid by the Servicer pursuant to any exercise of the Servicer’s option, if any, to purchase the Receivables.

	Percentage of Initial Pool Balance	Percentage of Adjusted Pool Balance
Class A Notes	[_____]%	[_____]%
Class B Notes	[_____]%	[_____]%
Total	[_____]%	100.00%

	Principal Amount of Class [____] Notes	Principal Amount of Class [____] Notes
[___________________]	$__________	$__________
[___________________]	$__________	$__________
[___________________]	$__________	$__________
[___________________]	$__________	$__________
[___________________]	$__________	$__________
[___________________]	$__________	$__________
Total	$[___________]	$[___________]

	Underwriting Discount and Commissions	Net Proceeds to the Depositor(1)	Selling Concessions Not to Exceed(2)	Reallowance Not to Exceed
Class [____] Notes	___%	___%	___%	___%
Class [____] Notes	___%	___%	___%	___%

[Initial] Cutoff Date	50	CSCs	52
[Swap][Cap] Agreement	125	Customary Servicing Practices	58
[Swap][Cap] Counterparty	125	Dealer Agreements	52
60-Day Delinquent Receivable	75	Dealer Recourse	50
AAA	79	Defaulted Receivable	107
ABS	84	Definitive Certificates	103
ABS Tables	84	Definitive Notes	103
Adjusted Pool Balance	107	Definitive Securities	103
Administration Agreement	49	Delinquency Trigger	75
Administration Fee	123	Delinquency Trigger Percentage	76
Administrative Purchase Payment	78	Depositor	48
Administrative Receivable	78	Depository	99
Administrator	49	Determination Date	106
Agencies	30, 135	Dodd-Frank Act	24
AIFMD	148	DOJ	30, 135
Amortization Period	70	DSSOs	52
ARR Receivables	75	DTC	99, A-1
Asset Representations Review	74	DTC Participants	99
Asset Representations Review Agreement	62	DTCC	102
Asset Representations Reviewer	62	EEA	148
auto-decisioning	56	Eligible Deposit Account	118
Available Collections	106	Eligible Institution	118
Bankruptcy Code	28	Eligible Investments	116
Beneficial Owners	99	Euroclear	100, A-1
Business Day	92	Euroclear Participants	102
carLOS	55	Event of Default	96
Certificate	48	Excess Payment	116
Certificateholders	49	Exchange Act	144
CFPB	29, 134	FATCA	143
Class A Notes	49	FDIC	32
Class A-1 Final Scheduled Payment Date	94	FDIC Counsel	132
Class A-1 Notes	48	FDIC Counsel Opinion	132
Class A-2[a] Final Scheduled Payment Date	94	Federal Reserve	31
Class A-2[a] Notes	48	Final Rule	133
Class A-2b Final Scheduled Payment Date	94	Final Scheduled Maturity Date	114
Class A-2b Notes	48	Final Scheduled Payment Date	94
Class A-3 Final Scheduled Payment Date	94	Financed Vehicles	50
Class A-3 Notes	48	First Priority Principal Distribution Amount	107
Class A-4 Final Scheduled Payment Date	94	Fixed Rate Notes	93
Class A-4 Notes	48	Floating Rate Notes	93
Class B Final Scheduled Payment Date	94	Foreign Owner	141
Class B Notes	48	FSMA	149
Clearstream	100, A-1	FSOC	31
Clearstream Participants	102	FTC	30, 135
Closing Date	50	FTC Rule	134
Code	98	Global Notes	A-1
Collection Account	113	G-SIFI	31
Collection Period	63	HDC Rule	134
Controlling Class	82	HIRE Act	143
Covered Entities	29, 134	Indenture	49
CRR	26, 148	Indenture Trustee	49
CRR Investors	148	Insolvency Event	119

Insolvency Laws	130	Retained Notes	147
Interest Period	92	Revolving Period	70
Interest Rate	92	Rule 193 Information	71
Investment Earnings	117	Sale and Servicing Agreement	49
IRS	139	Sample	72
Issuing Entity	48	Sample Pool	72
LIBOR Determination Date	94	Scheduled Payments	64
London Business Day	94	SEC	5
Non-U.S. Person	A-4	Second Priority Principal Distribution Amount	107
Note Owners	140	Securities	49
Noteholders	48	Securities Act	53
Notes	49	Securityholders	49
Obligor	50	Servicer	49, 57
OID	140	Servicer Default	118
OID regulations	140	Servicing Fee	62
OLA	32	Short-Term Note	141
One-Month LIBOR	93	SIFIs	31
Originator	8	Similar Law	138
Overcollateralization Target Amount	108	Simple Interest Receivables	64
Owner Trust	139	Specified Reserve Account Balance	111
Owner Trustee	48	Sponsor	49
Payment Date	92	Supplemental Servicing Fee	107
Plan	137	Swap Termination	125
Pool Balance	107	TAFR LLC	48
Pool Factor	92	Tax Counsel	139
Prefunding Period	71	TFSC	37
Prepayment Assumption	140	TFSS USA	63
Principal Balance	107	TMC	37
Prospectus Directive	147	TMCC	8
PTCE	138	TMS	34
Rating Agency	95	Total Servicing Fee	115
Receivables	50	Transfer and Servicing Agreements	60
Receivables Pool	50	Transfer Notice	112
Receivables Purchase Agreement	49	Trust Accounts	116
Redemption Date	83	Trust Agreement	48
Redemption Price	118	Trust Estate	50
Registration Statement	59	U.S. Person	A-4
Regular Principal Distribution Amount	108	U.S.A.	52
Regulation	138	UCC	27
Related Documents	98	Underwriters	145
Relevant Implementation Date	147	Underwritten Notes	145
Relevant Member State	147	Warranty Purchase Payment	77
Relief Act	35	Warranty Receivable	77
Requesting Noteholders	75	weighted average life	82
Required Rate	85
Reserve Account	110

Original Summary Characteristics by Prior Securitization:		TAOT 20[__]-[_]

Number of Pool Assets		[______]
Original Pool Balance		$[______________]
Average Loan Balance		$[________]
Weighted Average Interest Rate		[____]%
Weighted Average Original Term		[__] months
Weighted Average FICO®		[___]
Minimum FICO®		[___]
Maximum FICO®		[___]

Geographic Distribution of Receivables representing the 5 states with the greatest aggregate original principal balance:
		[__] - [____]%
		[__] - [____]%
		[__] - [____]%
		[__] - [____]%
		[__] - [____]%

Distribution of Receivables by Contract Rate(1):
Less than 2.0%		[_____]%
2.0%-3.99%		[_____]%
4.0%-5.99%		[_____]%
6.0%-7.99%		[_____]%
8.0%-9.99%		[_____]%
10.0%-11.99%		[_____]%
12.0%-13.99%		[_____]%
14.0%-15.99%		[_____]%
16.0% and greater		[_____]%
Total		100.00%

Share of Original Assets:
Percentage of Non-Toyota/Non-Lexus[/Non-Scion]		[_____]%
Percentage of [72]+ Month Term		[_____]%
Percentage of Used Vehicles		[_____]%

Month	Ending Pool Balance ($)	Delinquencies ($)(1)(2)
Month	Ending Pool Balance ($)	30-59 Days	60-89 Days	90-119 Days	120-149 Days	150+ Days
1	[__________]	[_________]	[________]	[_________]	[_________]	[________]
2	[__________]	[_________]	[________]	[_________]	[_________]	[________]
3	[__________]	[_________]	[________]	[_________]	[_________]	[________]
4	[__________]	[_________]	[________]	[_________]	[_________]	[________]
5	[__________]	[_________]	[________]	[_________]	[_________]	[________]
6	[__________]	[_________]	[________]	[_________]	[_________]	[________]
7	[__________]	[_________]	[________]	[_________]	[_________]	[________]
8	[__________]	[_________]	[________]	[_________]	[_________]	[________]
9	[__________]	[_________]	[________]	[_________]	[_________]	[________]
10	[__________]	[_________]	[________]	[_________]	[_________]	[________]
11	[__________]	[_________]	[________]	[_________]	[_________]	[________]
12	[__________]	[_________]	[________]	[_________]	[_________]	[________]
13	[__________]	[_________]	[________]	[_________]	[_________]	[________]
14	[__________]	[_________]	[________]	[_________]	[_________]	[________]
15	[__________]	[_________]	[________]	[_________]	[_________]	[________]
16	[__________]	[_________]	[________]	[_________]	[_________]	[________]
17	[__________]	[_________]	[________]	[_________]	[_________]	[________]
18	[__________]	[_________]	[________]	[_________]	[_________]	[________]
19	[__________]	[_________]	[________]	[_________]	[_________]	[________]
20	[__________]	[_________]	[________]	[_________]	[_________]	[________]
21	[__________]	[_________]	[________]	[_________]	[_________]	[________]
22	[__________]	[_________]	[________]	[_________]	[_________]	[________]
23	[__________]	[_________]	[________]	[_________]	[_________]	[________]
24	[__________]	[_________]	[________]	[_________]	[_________]	[________]
25	[__________]	[_________]	[________]	[_________]	[_________]	[________]
26	[__________]	[_________]	[________]	[_________]	[_________]	[________]
27	[__________]	[_________]	[________]	[_________]	[_________]	[________]
28	[__________]	[_________]	[________]	[_________]	[_________]	[________]
29	[__________]	[_________]	[________]	[_________]	[_________]	[________]
30	[__________]	[_________]	[________]	[_________]	[_________]	[________]
31	[__________]	[_________]	[________]	[_________]	[_________]	[________]
32	[__________]	[_________]	[________]	[_________]	[_________]	[________]
33	[__________]	[_________]	[________]	[_________]	[_________]	[________]
34	[__________]	[_________]	[________]	[_________]	[_________]	[________]
35	[__________]	[_________]	[________]	[_________]	[_________]	[________]
36	[__________]	[_________]	[________]	[_________]	[_________]	[________]
37	[__________]	[_________]	[________]	[_________]	[_________]	[________]
38	[__________]	[_________]	[________]	[_________]	[_________]	[________]

	Prepayment Speeds(1)
Month	TAOT 20[__]-[_]
1	[____]%
2	[____]%
3	[____]%
4	[____]%
5	[____]%
6	[____]%
7	[____]%
8	[____]%
9	[____]%
10	[____]%
11	[____]%
12	[____]%
13	[____]%
14	[____]%
15	[____]%
16	[____]%
17	[____]%
18	[____]%
19	[____]%
20	[____]%
21	[____]%
22	[____]%
23	[____]%
24	[____]%
25	[____]%
26	[____]%
27	[____]%
28	[____]%
29	[____]%
30	[____]%
31	[____]%
32	[____]%
33	[____]%
34	[____]%
35	[____]%
36	[____]%
37	[____]%
38	[____]%
39	[____]%
40	[____]%
41	[____]%
42	[____]%

	Cumulative Net Losses(1)
Month	TAOT 20[__]-[_]
1	[____]%
2	[____]%
3	[____]%
4	[____]%
5	[____]%
6	[____]%
7	[____]%
8	[____]%
9	[____]%
10	[____]%
11	[____]%
12	[____]%
13	[____]%
14	[____]%
15	[____]%
16	[____]%
17	[____]%
18	[____]%
19	[____]%
20	[____]%
21	[____]%
22	[____]%
23	[____]%
24	[____]%
25	[____]%
26	[____]%
27	[____]%
28	[____]%
29	[____]%
30	[____]%
31	[____]%
32	[____]%
33	[____]%
34	[____]%
35	[____]%
36	[____]%
37	[____]%
38	[____]%
39	[____]%
40	[____]%
41	[____]%
42	[____]%

Registration Fee	$*
Blue Sky Fees and Expenses	$**
Printing Expenses	$**
Trustee Fees and Expenses	$**
Legal Fees and Expenses	$**
Accounting Fees and Expenses	$**
Rating Agencies’ Fees	$**
Miscellaneous	$**
Total	$**
* Deferred in reliance on Rules 456(c) and 457(s).
** To be completed by amendment.

	TOYOTA AUTO FINANCE RECEIVABLES LLC
	(registrant)

	By: /s/ Wei Shi
	Name: Wei Shi
	Title: President

Signature	Title	Date
/s/ Wei Shi Name: Wei Shi	Manager and President (principal executive officer)	September 17, 2015
* Name: Toshiaki Kawai	Manager, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)	September 17, 2015
* Name: Cindy Wang	Manager and Secretary	September 17, 2015
* Name: James B. O’Neill	Manager	September 17, 2015
* Name: Ruth K. Lavelle	Manager	September 17, 2015