Date of report (Date of earliest event reported): June 14, 2021
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TOYOTA AUTO RECEIVABLES 2021-B OWNER TRUST
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(Exact name of Issuing Entity as specified in its charter)
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TOYOTA AUTO FINANCE RECEIVABLES LLC
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(Exact name of Depositor/Registrant as specified in its charter)
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TOYOTA MOTOR CREDIT CORPORATION
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(Exact name of Sponsor as specified in its charter)
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Delaware
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(State or Other Jurisdiction of Incorporation)
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333-228027
333-228027-10
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95-3775816
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(Commission File Number)
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(IRS Employer Identification No.)
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6565 Headquarters Drive, W2-3D, Plano, Texas
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75024-5965
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (469) 486-9020
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Not applicable
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Not applicable
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Not applicable
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Item 1.01 |
Entry into a Material Definitive Agreement.
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Item 9.01. |
Financial Statements and Exhibits.
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d) |
Exhibits:
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Exhibit No. |
Description
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1.1* |
4.1 |
4.2 |
4.3 |
4.4 |
4.5 |
4.6 |
4.7 |
36.1* |
TOYOTA AUTO FINANCE RECEIVABLES LLC
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|||
By:
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/s/ Theodore Zarrabi
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||
Name:
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Theodore Zarrabi
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||
Title:
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Secretary
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ARTICLE I
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DEFINITIONS
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1
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Section 1.01.
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Definitions
|
1
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Section 1.02.
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Usage of Terms
|
4
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ARTICLE II
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CREATION OF TRUST
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4
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Section 2.01.
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Creation of Trust
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4
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Section 2.02.
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Office
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5
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Section 2.03.
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Purposes and Powers
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5
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Section 2.04.
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Power of Attorney
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5
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Section 2.05.
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Declaration of Trust
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5
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Section 2.06.
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Liability of the Certificateholders
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6
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Section 2.07.
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Title to Trust Property
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6
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Section 2.08.
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Situs of Trust
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6
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Section 2.09.
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Representations and Warranties of the Depositor
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6
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Section 2.10.
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Federal Income Tax Allocations
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8
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Section 2.11.
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Covenants of the Trust
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8
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ARTICLE III
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CERTIFICATES AND TRANSFER OF INTERESTS
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9
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Section 3.01.
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The Certificates
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9
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Section 3.02.
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Authentication of Certificates
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9
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Section 3.03.
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Registration of Transfer and Exchange of Certificates
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9
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Section 3.04.
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Mutilated, Destroyed, Lost or Stolen Certificate
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11
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Section 3.05.
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Maintenance of Office or Agency
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11
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Section 3.06.
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Appointment of Paying Agent
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12
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Section 3.07.
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Persons Deemed Certificateholders
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13
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Section 3.08.
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Access to List of Certificateholders’ Names and Addresses
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13
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Section 3.09.
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Regarding the Certificate(s)
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13
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ARTICLE IV
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ACTIONS BY OWNER TRUSTEE OR THE CERTIFICATEHOLDERS
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13
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Section 4.01.
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Prior Notice to the Certificateholders with Respect to Certain Matters
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13
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Section 4.02.
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Action by the Certificateholders with Respect to Certain Matters
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14
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Section 4.03.
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Action with Respect to Bankruptcy
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14
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Section 4.04.
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Restrictions on the Certificateholders’ Power
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15
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Section 4.05.
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Majority of the Certificates Control
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15
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ARTICLE V
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APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
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15
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Section 5.01.
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[Reserved]
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15
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Section 5.02.
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Application of Amounts in Trust Accounts
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15
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Section 5.03.
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Method of Payment
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16
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Section 5.04.
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Accounting and Reports to the Noteholders, the Certificateholders, the Internal Revenue Service and Others
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16
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Section 5.05.
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Signature on Returns; Partnership Representative
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17
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ARTICLE VI
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AUTHORITY AND DUTIES OF OWNER TRUSTEE
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17
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Section 6.01.
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General Authority
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17
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Section 6.02.
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General Duties
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18
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Section 6.03.
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Duties of Owner Trustee
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18
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Section 6.04.
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No Duties Except as Specified in this Agreement or in Instructions
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21
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Section 6.05.
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No Action Except Under Specified Documents or Instructions
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21
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Section 6.06.
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Restrictions
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22
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ARTICLE VII
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CONCERNING THE OWNER TRUSTEE
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22
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Section 7.01.
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Rights of the Owner Trustee
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22
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Section 7.02.
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Furnishing of Documents
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24
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Section 7.03.
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Representations and Warranties
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25
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Section 7.04.
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Reliance; Advice of Counsel
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25
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Section 7.05.
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Not Acting in Individual Capacity
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26
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Section 7.06.
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Owner Trustee Not Liable for the Certificates or Receivables
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26
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Section 7.07.
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Owner Trustee May Own Certificates and Notes
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27
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Section 7.08.
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Trust Licenses
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27
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ARTICLE VIII
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COMPENSATION OF OWNER TRUSTEE
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27
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Section 8.01.
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Owner Trustee’s Fees and Expenses
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27
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Section 8.02.
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Indemnification
|
28
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Section 8.03.
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Payments to the Owner Trustee
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28
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ARTICLE IX
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TERMINATION OF TRUST AGREEMENT
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28
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Section 9.01.
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Termination of Trust Agreement
|
28
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ARTICLE X
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SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
|
30
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Section 10.01.
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Eligibility Requirements for Owner Trustee
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30
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Section 10.02.
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Resignation or Removal of Owner Trustee
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30
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Section 10.03.
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Successor Owner Trustee
|
31
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Section 10.04.
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Merger or Consolidation of Owner Trustee
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31
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Section 10.05.
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Appointment of Co-Trustee or Separate Trustee
|
31
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Section 10.06.
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Power of Attorney for Co-Trustee or Separate Trustee
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32
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ARTICLE XI
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MISCELLANEOUS
|
33
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Section 11.01.
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Supplements and Amendments
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33
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Section 11.02.
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No Legal Title to Trust Estate in the Certificateholders
|
34
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Section 11.03.
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Limitations on Rights of Others
|
34
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Section 11.04.
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Notices
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34
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Section 11.05.
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Severability and Entire Agreement
|
35
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Section 11.06.
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Counterparts and Electronic Signatures
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35
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Section 11.07.
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Successors and Assigns
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35
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Section 11.08.
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No Petition
|
35
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Section 11.09.
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No Recourse
|
36
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Section 11.10.
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Headings
|
36
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Section 11.11.
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Governing Law
|
36
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Section 11.12.
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Exclusive Jurisdiction
|
36
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Section 11.13.
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WAIVER OF JURY TRIAL
|
36
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Section 11.14.
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USA PATRIOT Act Compliance
|
36
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ARTICLE XII
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COMPLIANCE WITH REGULATION AB
|
37
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Section 12.01.
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Intent of the Parties; Reasonableness
|
37
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EXHIBIT A
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Form of Certificate
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A‑1
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EXHIBIT B
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Form of Transferee Representation Letter
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B‑1
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EXHIBIT C
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Form of Transferor Representation Letter
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C‑1
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EXHIBIT D
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Form of Notice of Repurchase Request
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D‑1
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TOYOTA AUTO FINANCE RECEIVABLES LLC, as Depositor
|
||
By:
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/s/ Theodore Zarrabi
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Name: Theodore Zarrabi
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||
Title: Secretary
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||
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee
|
||
By:
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/s/ Clarice Wright
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|
Name: Clarice Wright
|
||
Title: Vice President
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By:
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/s/ Cindy Wang
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Name: Cindy Wang
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|
Title: Group Vice President – Treasury
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TOYOTA AUTO RECEIVABLES 2021-B
|
||
OWNER TRUST
|
||
By:
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WILMINGTON TRUST, NATIONAL
|
|
ASSOCIATION, not in its individual
|
||
capacity but solely as Owner Trustee
|
||
By:
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_________________________________
|
|
Authorized Signatory
|
||
WILMINGTON TRUST, NATIONAL
|
||
ASSOCIATION, not in its individual capacity but
|
||
solely as Owner Trustee
|
||
By:
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_________________________________
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Authorized Signatory
|
||
(name and address of assignee)
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ARTICLE I
|
DEFINITIONS AND INCORPORATION BY REFERENCE
|
2
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SECTION 1.01
|
Definitions
|
2
|
SECTION 1.02
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Usage of Terms
|
7
|
SECTION 1.03
|
Incorporation by Reference of Trust Indenture Act
|
7
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ARTICLE II
|
THE NOTES
|
8
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SECTION 2.01
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Form
|
8
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SECTION 2.02
|
Execution, Authentication and Delivery
|
8
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SECTION 2.03
|
Temporary Notes
|
9
|
SECTION 2.04
|
Registration; Registration of Transfer and Exchange
|
9
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SECTION 2.05
|
Mutilated, Destroyed, Lost or Stolen Notes
|
10
|
SECTION 2.06
|
Persons Deemed Owners
|
11
|
SECTION 2.07
|
Payments of Principal and Interest
|
11
|
SECTION 2.08
|
Cancellation
|
12
|
SECTION 2.09
|
Release of Collateral
|
12
|
SECTION 2.10
|
Book‑Entry Notes
|
13
|
SECTION 2.11
|
Notices to Clearing Agency
|
13
|
SECTION 2.12
|
Definitive Notes
|
13
|
SECTION 2.13
|
Tax Treatment
|
14
|
SECTION 2.14
|
Transfer Restrictions
|
14
|
ARTICLE III
|
COVENANTS
|
17
|
SECTION 3.01
|
Payments to Noteholders, Certificateholder, Servicer and Seller
|
17
|
SECTION 3.02
|
Maintenance of Office or Agency
|
17
|
SECTION 3.03
|
Money for Payments to Be Held in Trust
|
18
|
SECTION 3.04
|
Existence
|
19
|
SECTION 3.05
|
Protection of Trust Estate
|
19
|
SECTION 3.06
|
Opinions as to Trust Estate
|
20
|
SECTION 3.07
|
Performance of Obligations; Servicing of Receivables
|
20
|
SECTION 3.08
|
Negative Covenants
|
22
|
SECTION 3.09
|
Annual Statement as to Compliance
|
22
|
SECTION 3.10
|
Issuer May Consolidate, etc., Only on Certain Terms
|
23
|
SECTION 3.11
|
Successor or Transferee
|
25
|
SECTION 3.12
|
No Other Business
|
25
|
SECTION 3.13
|
No Borrowing
|
25
|
SECTION 3.14
|
Servicer’s Notice Obligations
|
25
|
SECTION 3.15
|
Guarantees, Loans, Advances and Other Liabilities
|
25
|
SECTION 3.16
|
Capital Expenditures
|
25
|
SECTION 3.17
|
Removal of Administrator
|
26
|
SECTION 3.18
|
Restricted Payments
|
26
|
SECTION 3.19
|
Notice of Events of Default
|
26
|
SECTION 3.20
|
Further Instruments and Actions
|
26
|
SECTION 3.21
|
Perfection Representations, Warranties and Covenants
|
26
|
ARTICLE IV
|
SATISFACTION AND DISCHARGE
|
27
|
SECTION 4.01
|
Satisfaction and Discharge of Indenture
|
27
|
SECTION 4.02
|
Application of Trust Money
|
27
|
SECTION 4.03
|
Repayment of Moneys Held by Paying Agent
|
28
|
ARTICLE V
|
REMEDIES
|
28
|
SECTION 5.01
|
Events of Default
|
28
|
SECTION 5.02
|
Acceleration of Maturity; Rescission and Annulment
|
30
|
SECTION 5.03
|
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
|
31
|
SECTION 5.04
|
Remedies; Priorities
|
33
|
SECTION 5.05
|
Optional Preservation of the Receivables
|
34
|
SECTION 5.06
|
Limitation of Suits
|
34
|
SECTION 5.07
|
Unconditional Rights of Noteholders to Receive Principal and Interest
|
35
|
SECTION 5.08
|
Restoration of Rights and Remedies
|
35
|
SECTION 5.09
|
Rights and Remedies Cumulative
|
35
|
SECTION 5.10
|
Delay or Omission Not a Waiver
|
35
|
SECTION 5.11
|
Control by Noteholders
|
36
|
SECTION 5.12
|
Waiver of Past Defaults
|
36
|
SECTION 5.13
|
Undertaking for Costs
|
36
|
SECTION 5.14
|
Waiver of Stay or Extension Laws
|
37
|
SECTION 5.15
|
Action on Notes
|
37
|
SECTION 5.16
|
Performance and Enforcement of Certain Obligations
|
37
|
ARTICLE VI
|
THE INDENTURE TRUSTEE
|
38
|
SECTION 6.01
|
Duties of Indenture Trustee
|
38
|
SECTION 6.02
|
Rights of Indenture Trustee
|
39
|
SECTION 6.03
|
Individual Rights of Indenture Trustee
|
41
|
SECTION 6.04
|
Indenture Trustee’s Disclaimer
|
41
|
SECTION 6.05
|
Notice of Events of Defaults
|
42
|
SECTION 6.06
|
Reports by Indenture Trustee to Holders
|
42
|
SECTION 6.07
|
Compensation and Indemnity
|
42
|
SECTION 6.08
|
Replacement of Indenture Trustee
|
43
|
SECTION 6.09
|
Successor Indenture Trustee by Merger
|
44
|
SECTION 6.10
|
Appointment of Co‑Indenture Trustee or Separate Indenture Trustee
|
44
|
SECTION 6.11
|
Eligibility; Disqualification
|
45
|
SECTION 6.12
|
Preferential Collection of Claims Against Issuer
|
46
|
SECTION 6.13
|
Indenture Trustee as Paying Agent, Note Registrar and Securities Intermediary
|
46
|
SECTION 6.14
|
Representations and Warranties of the Indenture Trustee
|
46
|
ARTICLE VII
|
NOTEHOLDERS’ LISTS AND REPORTS
|
47
|
SECTION 7.01
|
Note Registrar to Furnish Names and Addresses of Noteholders
|
47
|
SECTION 7.02
|
Preservation of Information; Communications to Noteholders
|
47
|
SECTION 7.03
|
Reports by Issuer
|
49
|
SECTION 7.04
|
Reports by Indenture Trustee
|
50
|
ARTICLE VIII
|
ACCOUNTS, DISBURSEMENTS AND RELEASES
|
50
|
SECTION 8.01
|
Collection of Money
|
50
|
SECTION 8.02
|
Trust Accounts
|
50
|
SECTION 8.03
|
[Reserved]
|
50
|
SECTION 8.04
|
General Provisions Regarding Accounts
|
50
|
SECTION 8.05
|
Release of Trust Estate
|
52
|
SECTION 8.06
|
Opinion of Counsel
|
52
|
ARTICLE IX
|
SUPPLEMENTAL INDENTURES
|
53
|
SECTION 9.01
|
Supplemental Indentures Without Consent of Noteholders
|
53
|
SECTION 9.02
|
Supplemental Indentures with Consent of Noteholders
|
54
|
SECTION 9.03
|
Limitations on Supplemental Indentures
|
55
|
SECTION 9.04
|
Execution of Supplemental Indentures
|
56
|
SECTION 9.05
|
Effect of Supplemental Indenture
|
56
|
SECTION 9.06
|
Conformity with Trust Indenture Act
|
56
|
SECTION 9.07
|
Reference in Notes to Supplemental Indentures
|
56
|
ARTICLE X
|
TERMINATION OF THE TRUST
|
56
|
SECTION 10.01
|
Termination of the Trusts Created by Indenture
|
56
|
SECTION 10.02
|
Optional Purchase of All Receivables
|
57
|
ARTICLE XI
|
MISCELLANEOUS
|
58
|
SECTION 11.01
|
Compliance Certificates and Opinions, etc
|
58
|
SECTION 11.02
|
Form of Documents Delivered to Indenture Trustee
|
59
|
SECTION 11.03
|
Acts of Noteholders
|
60
|
SECTION 11.04
|
Notices, etc., to Indenture Trustee, Issuer, Administrator and Rating Agencies
|
60
|
SECTION 11.05
|
Notices to Noteholders; Waiver
|
61
|
SECTION 11.06
|
Alternate Payment and Notice Provisions
|
62
|
SECTION 11.07
|
Conflict with Trust Indenture Act
|
62
|
SECTION 11.08
|
Effect of Headings and Table of Contents
|
62
|
SECTION 11.09
|
Successors and Assigns
|
62
|
SECTION 11.10
|
Severability
|
62
|
SECTION 11.11
|
Benefits of Indenture
|
62
|
SECTION 11.12
|
Governing Law
|
63
|
SECTION 11.13
|
Counterparts and Electronic Signatures
|
63
|
SECTION 11.14
|
Recording of Indenture
|
63
|
SECTION 11.15
|
Trust Obligation
|
63
|
SECTION 11.16
|
No Petition
|
64
|
SECTION 11.17
|
Inspection
|
64
|
SECTION 11.18
|
Intent of the Parties; Reasonableness
|
64
|
SECTION 11.19
|
Subordination of Claims
|
65
|
SECTION 11.20
|
WAIVER OF JURY TRIAL
|
65
|
SECTION 11.21
|
Submission to Jurisdiction
|
66
|
ARTICLE XII
|
ASSET REPRESENTATIONS REVIEW
|
66
|
SECTION 12.01
|
Noteholder and Note Owner Requests for Vote on Asset Representations Review
|
66
|
SECTION 12.02
|
Noteholder and Note Owner Vote on Asset Representations Review
|
66
|
SECTION 12.03
|
Evaluation of Review Report
|
67
|
SCHEDULE I
|
Perfection Representations, Warranties and Covenants
|
S-1
|
EXHIBIT A-1
|
Form of Class A-1 Notes
|
A-1-1
|
EXHIBIT A-2
|
Form of Class A-2 Notes, Class A-3 Notes and Class A-4 Notes
|
A-2-1
|
EXHIBIT A-3
|
Form of Class B Notes
|
A-3-1
|
EXHIBIT B
|
[Reserved]
|
B-1
|
EXHIBIT C
|
Servicing Criteria to be Addressed in Assessment of Compliance
|
C-1
|
EXHIBIT D
|
Form of Transferor Certificate
|
D-1
|
EXHIBIT E
|
Form of Investment Letter
|
E-1
|
TIA Section
|
Indenture Section
|
|
(§)310
|
(a) (1)
|
6.08; 6.11
|
(a) (2)
|
6.11
|
|
(a) (3)
|
6.10(b)
|
|
(a) (4)
|
Not Applicable
|
|
(a) (5)
|
6.11
|
|
(b)
|
6.11
|
|
(c)
|
N.A.
|
|
(§)311
|
(a)
|
6.12
|
(b)
|
6.12
|
|
(c)
|
Not Applicable
|
|
(§)312
|
(a)
|
7.01; 7.02
|
(b)
|
7.02
|
|
(c)
|
7.02
|
|
(§)313
|
(a)
|
7.04
|
(b) (1)
|
Not Applicable
|
|
(b) (2)
|
7.04
|
|
(c)
|
7.04; 11.04
|
|
(d)
|
7.04
|
|
(§)314
|
(a)
|
3.09; 7.03
|
(b)
|
11.14
|
|
(c)
|
2.09
|
|
(c) (1)
|
3.10; 6.02; 8.05(b)
|
|
(c) (2)
|
3.06; 3.10; 6.02; 8.05(b); 8.06
|
|
(c) (3)
|
Not Applicable
|
|
(d)
|
2.09
|
|
(e)
|
11.01
|
|
(f)
|
4.01(c); 11.01
|
|
(§)315
|
(a)
|
6.01
|
(b)
|
6.05
|
|
(c)
|
5.02; 5.08
|
|
(d)
|
6.01(c)
|
|
(e)
|
5.13
|
|
(§)316
|
(a) (last sentence)
|
6.01(c)
|
(a) (1) (A)
|
6.01(c)
|
|
(a) (1) (B)
|
5.12
|
|
(a) (2)
|
Not Applicable
|
|
(b)
|
5.01; 5.04(b)
|
|
(c)
|
2.06
|
|
(§)317
|
(a) (1)
|
5.04
|
(a) (2)
|
5.03(c); 5.03(d)
|
|
(b)
|
4.03
|
|
(§)318
|
(a)
|
11.07
|
TOYOTA AUTO RECEIVABLES 2021-B OWNER TRUST
|
||
By:
|
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
|
|
By:
|
/s/ Clarice Wright
|
|
Name: Clarice Wright
|
||
Title: Vice President
|
||
U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and Securities Intermediary
|
||
By:
|
/s/ Mirtza J. Escobar
|
|
Name: Mirtza J. Escobar
|
||
Title: Vice President
|
No. 1
|
$[__________]
|
CUSIP No. [__________]
|
|
ISIN No. : [__________]
|
TOYOTA AUTO RECEIVABLES 2021-B
|
||
OWNER TRUST
|
||
By:
|
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
|
|
By:
|
_________________________________
|
|
Authorized Signatory
|
U.S. BANK NATIONAL ASSOCIATION,
|
||
not in its individual capacity but solely as
|
||
Indenture Trustee,
|
||
By:
|
_________________________________
|
|
Authorized Signatory
|
___________________________________________________________________________
|
(name and address of assignee)
|
No. 1
|
$[__________]
|
CUSIP No. [__________]
|
|
ISIN No. : [__________]
|
TOYOTA AUTO RECEIVABLES 2021-B
|
||
OWNER TRUST
|
||
By:
|
WILMINGTON TRUST, NATIONAL
|
|
ASSOCIATION, not in its individual
|
||
capacity but solely as Owner Trustee
|
||
under the Trust Agreement
|
||
By:
|
___________________________________
|
|
Authorized Signatory
|
U.S. BANK NATIONAL ASSOCIATION, not in
|
||
its individual capacity but solely as Indenture
|
||
Trustee
|
||
By:
|
___________________________________
|
|
Authorized Signatory
|
___________________________________________________________________________
|
(name and address of assignee)
|
No. 1
|
$[__________]
|
CUSIP No. [__________]
|
|
ISIN No. : [__________]
|
TOYOTA AUTO RECEIVABLES 2021-B
|
||
OWNER TRUST
|
||
By:
|
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
|
|
By:
|
___________________________________
|
|
Authorized Signatory
|
U.S. BANK NATIONAL ASSOCIATION, not in
|
||
its individual capacity but solely as Indenture
|
||
Trustee
|
||
By:
|
___________________________________
|
|
Authorized Signatory
|
||
___________________________________________________________________________
|
(name and address of assignee)
|
Reference
|
Criteria
|
|
General Servicing Considerations
|
||
1122(d)(1)(i)
|
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
|
N/A
|
1122(d)(1)(ii)
|
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
|
N/A
|
1122(d)(1)(iii)
|
Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.
|
N/A
|
1122(d)(1)(iv)
|
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise
in accordance with the terms of the transaction agreements.
|
N/A
|
1122(d)(1)(v)
|
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
|
N/A
|
Cash Collection and Administration
|
||
1122(d)(2)(i)
|
Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days
specified in the transaction agreements.
|
N/A
|
1122(d)(2)(ii)
|
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
|
X
|
1122(d)(2)(iii)
|
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the
transaction agreements.
|
N/A
|
1122(d)(2)(iv)
|
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of
cash) as set forth in the transaction agreements.
|
N/A
|
Reference
|
Criteria
|
|
1122(d)(2)(v)
|
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository
institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of § 240.13k-1(b)(1) of the Securities Exchange Act.
|
N/A
|
1122(d)(2)(vi)
|
Unissued checks are safeguarded so as to prevent unauthorized access.
|
N/A
|
1122(d)(2)(vii)
|
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations:
(A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the
person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the
transaction agreements.
|
N/A
|
Investor Remittances and Reporting
|
||
1122(d)(3)(i)
|
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such
reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the
Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.
|
N/A
|
1122(d)(3)(ii)
|
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
|
X
|
1122(d)(3)(iii)
|
Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.
|
X
|
1122(d)(3)(iv)
|
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
|
X
|
Pool Asset Administration
|
||
1122(d)(4)(i)
|
Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.
|
N/A
|
Reference
|
Criteria
|
|
1122(d)(4)(ii)
|
Pool assets and related documents are safeguarded as required by the transaction agreements.
|
N/A
|
1122(d)(4)(iii)
|
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
|
N/A
|
1122(d)(4)(iv)
|
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor records maintained no more than two business
days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.
|
N/A
|
1122(d)(4)(v)
|
The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance.
|
N/A
|
1122(d)(4)(vi)
|
Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the
transaction agreements and related pool asset documents.
|
N/A
|
1122(d)(4)(vii)
|
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded
in accordance with the timeframes or other requirements established by the transaction agreements.
|
N/A
|
1122(d)(4)(viii)
|
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly
basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or unemployment).
|
N/A
|
1122(d)(4)(ix)
|
Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
|
N/A
|
1122(d)(4)(x)
|
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such
other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30
calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements.
|
N/A
|
Reference
|
Criteria
|
|
1122(d)(4)(xi)
|
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
|
N/A
|
1122(d)(4)(xii)
|
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to
the obligor’s error or omission.
|
N/A
|
1122(d)(4)(xiii)
|
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction
agreements.
|
N/A
|
1122(d)(4)(xiv)
|
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
|
N/A
|
1122(d)(4)(xv)
|
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
|
N/A
|
Re:
|
Toyota Auto Receivables 2021-B Owner Trust: Class B Notes
|
Very truly yours,
|
|
[NAME OF TRANSFEROR]
|
|
By:________________________
|
|
Name:
|
|
Title:
|
Very truly yours,
|
|
[NAME OF PURCHASER]
|
|
By:________________________
|
|
Name:
|
|
Title:
|
ARTICLE I
|
DEFINITIONS
|
1
|
SECTION 1.01
|
Definitions
|
1
|
SECTION 1.02
|
Usage of Terms
|
21
|
ARTICLE II
|
CONVEYANCE OF RECEIVABLES
|
22
|
SECTION 2.01
|
Conveyance of Receivables
|
22
|
SECTION 2.02
|
Custody of Receivable Files
|
23
|
SECTION 2.03
|
Acceptance by Issuer
|
24
|
ARTICLE III
|
THE RECEIVABLES
|
25
|
SECTION 3.01
|
Representations and Warranties of the Seller with Respect to the Receivables
|
25
|
SECTION 3.02
|
Remedies
|
26
|
SECTION 3.03
|
Duties of Servicer as Custodian
|
27
|
SECTION 3.04
|
Instructions; Authority To Act
|
28
|
SECTION 3.05
|
Custodian’s Indemnification
|
28
|
SECTION 3.06
|
Effective Period and Termination
|
29
|
ARTICLE IV
|
ADMINISTRATION AND SERVICING OF RECEIVABLES
|
29
|
SECTION 4.01
|
Duties of Servicer
|
29
|
SECTION 4.02
|
Collection and Allocation of Receivable Payments
|
30
|
SECTION 4.03
|
[Reserved]
|
31
|
SECTION 4.04
|
Realization upon Receivables
|
31
|
SECTION 4.05
|
Physical Damage Insurance
|
32
|
SECTION 4.06
|
Maintenance of Security Interests in Financed Vehicles
|
32
|
SECTION 4.07
|
Covenants of Servicer
|
32
|
SECTION 4.08
|
Remedies
|
33
|
SECTION 4.09
|
Servicing Fee and Expenses
|
33
|
SECTION 4.10
|
Servicer’s Certificate
|
33
|
SECTION 4.11
|
Annual Statement as to Compliance; Notice of Default
|
34
|
SECTION 4.12
|
Assessment of Compliance and Accountants’ Attestation
|
34
|
SECTION 4.13
|
Access to Certain Documentation and Information Regarding Receivables
|
36
|
SECTION 4.14
|
Appointment of Subservicer
|
36
|
SECTION 4.15
|
Amendments to Schedule of Receivables
|
37
|
SECTION 4.16
|
Reports to Securityholders and Rating Agencies
|
37
|
SECTION 4.17
|
Information to be Provided by the Servicer
|
37
|
SECTION 4.18
|
Remedies
|
38
|
ARTICLE V
|
ACCOUNTS; PAYMENTS AND DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS
|
38
|
SECTION 5.01
|
Establishment of Collection Account
|
38
|
SECTION 5.02
|
Collections
|
40
|
SECTION 5.03
|
Application of Collections
|
41
|
SECTION 5.04
|
[Reserved]
|
41
|
SECTION 5.05
|
Additional Deposits
|
41
|
SECTION 5.06
|
Payments and Distributions
|
41
|
SECTION 5.07
|
Reserve Account
|
45
|
SECTION 5.08
|
[Reserved]
|
46
|
SECTION 5.09
|
Statements to Certificateholder and Noteholders
|
46
|
SECTION 5.10
|
Net Deposits
|
48
|
ARTICLE VI
|
THE SELLER
|
48
|
SECTION 6.01
|
Representations of Seller
|
48
|
SECTION 6.02
|
Company Existence
|
50
|
SECTION 6.03
|
Liability of Seller; Indemnities
|
50
|
SECTION 6.04
|
Merger or Consolidation of, or Assumption of the Obligations of, Seller
|
52
|
SECTION 6.05
|
Limitation on Liability of Seller and Others
|
52
|
SECTION 6.06
|
Seller May Own Certificate or Notes
|
52
|
ARTICLE VII
|
THE SERVICER
|
53
|
SECTION 7.01
|
Representations of Servicer
|
53
|
SECTION 7.02
|
Indemnities of Servicer
|
54
|
SECTION 7.03
|
Merger or Consolidation of, or Assumption of the Obligations of, Servicer
|
55
|
SECTION 7.04
|
Limitation on Liability of Servicer and Others
|
56
|
SECTION 7.05
|
TMCC Not To Resign as Servicer
|
56
|
ARTICLE VIII
|
DEFAULT
|
56
|
SECTION 8.01
|
Servicer Default
|
57
|
SECTION 8.02
|
Appointment of Successor
|
58
|
SECTION 8.03
|
Compensation Payable
|
59
|
SECTION 8.04
|
Notification
|
59
|
ARTICLE IX
|
TERMINATION
|
60
|
SECTION 9.01
|
Optional Purchase of All Receivables
|
60
|
SECTION 9.02
|
Termination of the Trust Agreement
|
61
|
ARTICLE X
|
MISCELLANEOUS
|
61
|
SECTION 10.01
|
Amendment
|
61
|
SECTION 10.02
|
Protection of Title to Trust
|
62
|
SECTION 10.03
|
Notices
|
64
|
SECTION 10.04
|
Assignment by the Seller or the Servicer
|
64
|
SECTION 10.05
|
Limitations on Rights of Others
|
65
|
SECTION 10.06
|
Severability
|
65
|
SECTION 10.07
|
Separate Counterparts and Electronic Signatures
|
65
|
SECTION 10.08
|
Headings
|
65
|
SECTION 10.09
|
GOVERNING LAW
|
65
|
SECTION 10.10
|
Assignment by Issuer
|
65
|
SECTION 10.11
|
Nonpetition Covenants
|
66
|
SECTION 10.12
|
Limitation of Liability of Owner Trustee and Indenture Trustee
|
66
|
SECTION 10.13
|
Intent of the Parties; Reasonableness
|
66
|
SECTION 10.14
|
Notice of Requests
|
67
|
SECTION 10.15
|
Regulation RR Risk Retention
|
67
|
SECTION 10.16
|
Submission to Jurisdiction
|
67
|
SECTION 10.17
|
WAIVER OF JURY TRIAL
|
67
|
ARTICLE XI
|
ASSET REPRESENTATIONS REVIEW; DISPUTE RESOLUTION
|
67
|
SECTION 11.01
|
Asset Representations Review
|
67
|
SECTION 11.02
|
Dispute Resolution
|
68
|
SCHEDULE A
|
Location of Receivable Files
|
SA-1
|
SCHEDULE B
|
Perfection Representations, Warranties and Covenants
|
SB-1
|
EXHIBIT A
|
Form of Servicer’s Certificate
|
A-1
|
EXHIBIT B
|
Form of Annual Certification
|
B-1
|
EXHIBIT C
|
Servicing Criteria to be Addressed in Assessment of Compliance
|
C-1
|
TOYOTA AUTO RECEIVABLES 2021-B OWNER TRUST
|
||
By:
|
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee on behalf of the Issuer
|
|
By:
|
/s/ Clarice Wright
|
|
Name: Clarice Wright
|
||
Title: Vice President
|
||
TOYOTA AUTO FINANCE RECEIVABLES LLC, Seller
|
||
By:
|
/s/ Theodore Zarrabi
|
|
Name: Theodore Zarrabi
|
||
Title: Secretary
|
||
TOYOTA MOTOR CREDIT CORPORATION, Servicer
|
||
By:
|
/s/ Cindy Wang
|
|
Name: Cindy Wang
|
||
Title: Group Vice President – Treasury
|
By:
|
/s/ Mirtza J. Escobar
|
Name: Mirtza J. Escobar
|
|
Title: Vice President
|
By:
|
/s/ Mirtza J. Escobar
|
Name: Mirtza J. Escobar
|
|
Title: Vice President
|
1. |
Toyota Motor Credit Corporation, Technology Center - Chandler (TCX), 2121 South Price Road, Suite B106, Chandler, Arizona 85286
|
2. |
Toyota Motor Credit Corporation, Technology Center - Carrolton (DDC), 1649 W. Frankford Rd., Room CCB, Carrollton, Texas 75007
|
3. |
RouteOne LLC, 31500 Northwestern Hwy., Farmington Hills, Michigan 48334
|
4. |
Toyota Motor Credit Corporation, 3200 West Ray Road. Chandler, Arizona 85226
|
Collection Period
|
30/360 Days
|
Interest Accrual Period
|
Actual/360 Days
|
Initial Principal
|
Final
|
Beginning
|
Beginning
|
First Priority
|
Second Priority
|
Regular Principal
|
Ending
|
Ending
|
|
Class
|
Balance
|
Scheduled
|
Principal
|
Principal
|
Principal
|
Principal
|
Distribution
|
Principal
|
Principal
|
Payment Date
|
Balance
|
Factor
|
Distribution Amount
|
Distribution Amount
|
Amount
|
Balance
|
Factor
|
||
A-1
|
|||||||||
A-2
|
|||||||||
A-3
|
|||||||||
A-4
|
|||||||||
B
|
|||||||||
Total
|
Interest
|
Prior
|
Interest
|
Current
|
Total
|
|||
Class
|
Interest Rate
|
Distributable
|
Interest
|
Distribution
|
Interest
|
Principal &
|
|
Amount
|
Carryover
|
Amount
|
Carryover
|
Interest Distribution
|
|||
A-1
|
|||||||
A-2
|
|||||||
A-3
|
|||||||
A-4
|
|||||||
B
|
|||||||
Total
|
Credit Enhancement |
Reserve Account
|
Yield Supplement Overcollateralization Amount
|
Initial Deposit Amount
|
Beginning Period Amount
|
Specified Reserve Account Amount
|
Increase/(Decrease)
|
Beginning Balance
|
Ending Period Amount
|
Withdrawals
|
|
Amount Available for Deposit
|
Overcollateralization
|
Amount Deposited to the Reserve Account
|
Adjusted Pool Balance
|
Reserve Account Balance Prior to Release
|
Total Note Balance
|
Reserve Account Required Amount
|
Ending Overcollateralization Amount
|
Reserve Account Release to Seller
|
Overcollateralization Target Amount
|
Ending Reserve Account Balance
|
Collection Period
|
30/360 Days
|
Interest Accrual Period
|
Actual/360 Days
|
Liquidations of Charge-offs and Repossessions |
Cumulative
|
||||||||||
Current Period Only
|
Current Period
|
Prior Period
|
Two Periods Prior
|
Three Periods Prior | ||||||
Number of Liquidated Receivables
|
||||||||||
Gross Principal of Liquidated Receivables
|
||||||||||
Principal of Repurchased Contracts, previously charged-off
|
||||||||||
Net Liquidation Proceeds Received During the Collection Period
|
||||||||||
Recoveries on Previously Liquidated Contracts
|
||||||||||
Net Credit Losses
|
||||||||||
Charge-off Rate (Number of Liquidated Receivables / Initial number of accounts in the pool)
|
||||||||||
Number of Accounts with Liquidation Proceeds or Recoveries
|
||||||||||
Ratio of Aggregate Net Losses to Average Portfolio Balance
|
||||||||||
Number of Assets Experiencing a Net Loss
|
||||||||||
Net Credit Losses for Assets Experiencing a Loss
|
||||||||||
Average Net Loss on all assets that have Experienced a Net Loss | ||||||||||
Cumulative Net Loss Ratio
|
||||||||||
Repossessed in Current Period
|
vehicles
|
Pool Data |
Original
|
Prior Month
|
Current Month
|
|||||
Receivables Pool Balance
|
|||||||
Number of Contracts
|
|||||||
Weighted Average APR
|
|||||||
Weighted Average Remaining Term (Months)
|
Collection Period
|
30/360 Days
|
Interest Accrual Period
|
Actual/360 Days
|
Collections |
Principal Payments Received
|
||
Prepayments in Full
|
||
Interest Payments Received
|
||
Aggregate Net Liquidation Proceeds
|
||
Interest on Repurchased Contracts
|
||
Total Collections
|
||
Principal of Repurchased Contracts
|
||
Principal of Repurchased Contracts, prev charged-off
|
||
Adjustment on Repurchased Contracts
|
||
Total Repurchased Amount
|
||
Total Available Collections
|
Distributions |
Calculated Amount
|
Amount Paid
|
Shortfall
|
||||
Servicing Fee
|
||||||
Trustee and Other Fees/Expenses (capped at $300,000.00 per calendar year)
|
||||||
Indenture Trustee
|
||||||
Owner Trustee
|
||||||
Asset Representations Reviewer
|
||||||
Interest - Class A-1 Notes
|
||||||
Interest - Class A-2 Notes
|
||||||
Interest - Class A-3 Notes
|
||||||
Interest - Class A-4 Notes
|
||||||
First Priority Principal Distribution Amount
|
||||||
Interest - Class B Notes
|
||||||
Second Priority Principal Distribution Amount
|
||||||
Reserve Account Deposit
|
||||||
Regular Principal Distribution Amount
|
||||||
Additional Trustee and Other Fees/Expenses | ||||||
Indenture Trustee
|
||||||
Owner Trustee
|
||||||
Asset Representations Reviewer
|
||||||
Excess Amounts to the Certificateholder
|
Collection Period |
30/360 Days |
Interest Accrual Period |
Actual/360 Days |
Noteholder Distributions
|
Interest
|
Per $1000 of
|
Principal
|
Per $1000 of
|
Amount
|
Per $1000 of
|
|
Distributed
|
Original Balance
|
Distributed
|
Original Balance
|
Distributed
|
Original Balance
|
|
Class A-1 Notes
|
||||||
Class A-2 Notes
|
||||||
Class A-3 Notes
|
||||||
Class A-4 Notes
|
||||||
Class B Notes
|
Delinquent and Repossessed Contracts |
Percentage of Current
|
Percentage of Current
|
|||||||
Month Number
|
Month Receivables Pool
|
|||||||
of Contracts
|
Units
|
Balance
|
Balance
|
|||||
30-59 Days Delinquent
|
||||||||
60-89 Days Delinquent
|
||||||||
90-119 Days Delinquent
|
||||||||
120 or more Days Delinquent
|
||||||||
Total Delinquencies
|
||||||||
Total Delinquencies - Prior Period
|
||||||||
Total Delinquencies - Two Months Prior
|
||||||||
Total Delinquencies - Three Months Prior
|
||||||||
Receivables Pool Balance
|
||||||||
60-Day Delinquency Percentage
|
||||||||
Delinquency Trigger Percentage
|
||||||||
Has a Delinquency Trigger occurred in this Collection Period?
|
Repossessed Vehicle Inventory*
|
vehicles
|
* Included with Delinquencies Above
|
Re: |
The Sale and Servicing Agreement, dated as of June 14, 2021 (the “Agreement”), among Toyota Auto Receivables 2021-B Owner Trust (the “Issuer”), Toyota Auto Finance Receivables LLC (“TAFR LLC” or the
“Depositor”) and Toyota Motor Credit Corporation (the “Servicer”).
|
Reference
|
Criteria
|
|
General Servicing Considerations
|
||
1122(d)(1)(i)
|
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
|
X
|
1122(d)(1)(ii)
|
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
|
X
|
1122(d)(1)(iii)
|
Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.
|
N/A
|
1122(d)(1)(iv)
|
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise
in accordance with the terms of the transaction agreements.
|
N/A
|
1122(d)(1)(v)
|
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
|
X
|
Cash Collection and Administration
|
||
1122(d)(2)(i)
|
Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified
in the transaction agreements.
|
X
|
1122(d)(2)(ii)
|
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
|
X1
|
1122(d)(2)(iii)
|
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the
transaction agreements.
|
N/A
|
1122(d)(2)(iv)
|
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of
cash) as set forth in the transaction agreements.
|
X
|
1122(d)(2)(v)
|
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository
institution” with respect to a foreign financial institution means a foreign financial institution that meets the
|
X
|
Reference
|
Criteria
|
|
requirements of § 240.13k-1(b)(1) of the Securities Exchange Act.
|
||
1122(d)(2)(vi)
|
Unissued checks are safeguarded so as to prevent unauthorized access.
|
N/A
|
1122(d)(2)(vii)
|
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations: (A) are
mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who
prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction
agreements.
|
X
|
Investor Remittances and Reporting
|
||
1122(d)(3)(i)
|
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports
(A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission
as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.
|
X
|
1122(d)(3)(ii)
|
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
|
X2
|
1122(d)(3)(iii)
|
Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.
|
X3
|
1122(d)(3)(iv)
|
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
|
X3
|
Pool Asset Administration
|
||
1122(d)(4)(i)
|
Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.
|
X
|
Reference
|
Criteria
|
|
1122(d)(4)(ii)
|
Pool assets and related documents are safeguarded as required by the transaction agreements.
|
X
|
1122(d)(4)(iii)
|
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
|
X
|
1122(d)(4)(iv)
|
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor records maintained no more than two business
days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.
|
X
|
1122(d)(4)(v)
|
The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance.
|
X
|
1122(d)(4)(vi)
|
Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the
transaction agreements and related pool asset documents.
|
X
|
1122(d)(4)(vii)
|
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in
accordance with the timeframes or other requirements established by the transaction agreements.
|
X
|
1122(d)(4)(viii)
|
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly
basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or unemployment).
|
X
|
1122(d)(4)(ix)
|
Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
|
N/A
|
1122(d)(4)(x)
|
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such
other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30
calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements.
|
N/A
|
1122(d)(4)(xi)
|
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
|
N/A
|
Reference
|
Criteria
|
|
1122(d)(4)(xii)
|
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the
obligor’s error or omission.
|
N/A
|
1122(d)(4)(xiii)
|
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction
agreements.
|
N/A
|
1122(d)(4)(xiv)
|
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
|
X
|
1122(d)(4)(xv)
|
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
|
N/A
|
ARTICLE I
|
DEFINITIONS
|
1
|
SECTION 1.01.
|
Definitions
|
1
|
SECTION 1.02.
|
Other Definitional Provisions
|
4
|
ARTICLE II
|
CONVEYANCE OF RECEIVABLES
|
4
|
SECTION 2.01.
|
Conveyance of Receivables
|
4
|
SECTION 2.02.
|
Representations and Warranties of the Seller and the Purchaser
|
6
|
SECTION 2.03.
|
Representations and Warranties of the Seller as to the Receivables
|
9
|
SECTION 2.04.
|
Repurchase of Receivables
|
12
|
SECTION 2.05.
|
Covenants of the Seller
|
12
|
ARTICLE III
|
PAYMENT OF RECEIVABLES PURCHASE PRICE
|
13
|
SECTION 3.01.
|
Payment of Receivables Purchase Price
|
13
|
ARTICLE IV
|
TERMINATION
|
13
|
SECTION 4.01.
|
Termination
|
13
|
ARTICLE V
|
MISCELLANEOUS PROVISIONS
|
13
|
SECTION 5.01.
|
Amendment
|
13
|
SECTION 5.02.
|
Protection of Right, Title and Interest to Receivables
|
15
|
SECTION 5.03.
|
Governing Law
|
15
|
SECTION 5.04.
|
Notices
|
16
|
SECTION 5.05.
|
Severability of Provisions
|
16
|
SECTION 5.06.
|
Assignment
|
16
|
SECTION 5.07.
|
Further Assurances
|
16
|
SECTION 5.08.
|
No Waiver; Cumulative Remedies
|
16
|
SECTION 5.09.
|
Counterparts and Electronic Signatures
|
17
|
SECTION 5.10.
|
Third-Party Beneficiaries
|
17
|
SECTION 5.11.
|
Merger and Integration
|
17
|
SECTION 5.12.
|
Headings
|
17
|
SECTION 5.13.
|
Indemnification
|
17
|
SECTION 5.14.
|
Merger or Consolidation of, or Assumption of the Obligations of, the Seller
|
18
|
SECTION 5.15.
|
Submission to Jurisdiction
|
18
|
SECTION 5.16.
|
WAIVER OF JURY TRIAL
|
18
|
SECTION 5.17.
|
Use of Proceeds
|
18
|
EXHIBIT A
|
Form of Transfer Notice
|
A–1
|
SCHEDULE I
|
Perfection Representations, Warranties and Covenants
|
Sch. I–1
|
TOYOTA MOTOR CREDIT CORPORATION, as Seller
|
||
By:
|
/s/ Cindy Wang
|
|
Name: Cindy Wang
|
||
Title: Group Vice President – Treasury
|
||
TOYOTA AUTO FINANCE RECEIVABLES LLC, as Purchaser
|
||
By:
|
/s/ Theodore Zarrabi
|
|
Name: Theodore Zarrabi
|
||
Title: Secretary
|
Very truly yours,
|
||
TOYOTA MOTOR CREDIT CORPORATION
|
||
By:
|
|
|
Name:
|
||
Title:
|
||
Date:
|
1.
|
DUTIES OF THE ADMINISTRATOR
|
2
|
2.
|
RECORDS
|
8
|
3.
|
COMPENSATION
|
8
|
4.
|
ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER
|
8
|
5.
|
INDEPENDENCE OF THE ADMINISTRATOR
|
8
|
6.
|
NO JOINT VENTURE
|
8
|
7.
|
OTHER ACTIVITIES OF ADMINISTRATOR
|
9
|
8.
|
TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR
|
9
|
9.
|
ACTION UPON TERMINATION, RESIGNATION OR REMOVAL
|
10
|
10.
|
NOTICES
|
10
|
11.
|
AMENDMENTS
|
11
|
12.
|
SUCCESSOR AND ASSIGNS
|
12
|
13.
|
GOVERNING LAW
|
13
|
14.
|
HEADINGS
|
13
|
15.
|
COUNTERPARTS AND ELECTRONIC SIGNATURES
|
13
|
16.
|
SEVERABILITY OF PROVISIONS
|
13
|
17.
|
NOT APPLICABLE TO TMCC IN OTHER CAPACITIES
|
13
|
18.
|
LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE
|
13
|
19.
|
LIMITATION OF LIABILITY OF ADMINISTRATOR
|
13
|
20.
|
ADDITIONAL REQUIREMENTS OF THE ADMINISTRATOR
|
14
|
21.
|
NO PETITION
|
15
|
22.
|
THIRD-PARTY BENEFICIARY
|
15
|
23.
|
FORM 10-DS; INVESTOR COMMUNICATIONS
|
15
|
24.
|
SUBMISSION TO JURISDICTION
|
17
|
25.
|
WAIVER OF JURY TRIAL
|
17
|
EXHIBIT A – FORM OF ANNUAL CERTIFICATION
|
A-1
|
|
TOYOTA AUTO RECEIVABLES 2021-B OWNER TRUST
|
|
|
|
|
|
By:
|
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
|
|
|
|
|
|
|
|
By:
|
/s/ Clarice Wright
|
|
|
Name: Clarice Wright
|
|
|
Title: Vice President
|
|
|
|
|
|
|
|
TOYOTA MOTOR CREDIT CORPORATION,
|
|
|
as Administrator
|
|
|
|
|
|
|
|
|
By:
|
/s/ Cindy Wang
|
|
|
Name: Cindy Wang
|
|
|
Title: Group Vice President – Treasury
|
|
|
|
|
|
|
|
U.S. BANK NATIONAL ASSOCIATION,
|
|
|
not in its individual capacity but solely as Indenture Trustee
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mirtza J. Escobar
|
|
|
Name: Mirtza J. Escobar
|
|
|
Title: Vice President
|
Re: |
The Administration Agreement, dated as of June 14, 2021 (the “Agreement”), among Toyota Auto Receivables 2021-B Owner Trust (the “Issuer”), Toyota Motor Credit Corporation (the “Administrator”), and
U.S. Bank National Association (the “Indenture Trustee”).
|
Pledgor:
|
Toyota Auto Finance Receivables LLC
6565 Headquarters Drive, W2-3D
Plano, Texas 75024-5965
Attention: Treasury Operations Department
Fax: (310) 381-7739
With a copy by electronic mail to: TFS_TREASURY_Operations@toyota.com
|
With a copy to:
Toyota Auto Finance Receivables LLC
6565 Headquarters Drive, W2-5A
Plano, Texas 75024-5965
Attention: General Counsel
Fax: (310) 381-7739
|
|
Secured Party:
|
U.S. Bank National Association
190 S. LaSalle Street, 7th Floor
Chicago, Illinois 60603
Attention: Toyota Auto Receivables 2021-B Owner Trust
|
Securities Intermediary:
|
U.S. Bank National Association
190 S. LaSalle Street, 7th Floor
Chicago, Illinois 60603
Attention: Toyota Auto Receivables 2021-B Owner Trust
|
TOYOTA AUTO FINANCE RECEIVABLES LLC
|
||
By:
|
/s/ Theodore Zarrabi
|
|
Name: Theodore Zarrabi
|
||
Title: Secretary
|
||
U.S. BANK NATIONAL ASSOCIATION,
|
||
as Securities Intermediary and Indenture Trustee
|
||
By:
|
/s/ Mirtza J. Escobar
|
|
Name: Mirtza J. Escobar
|
||
Title: Vice President
|
Re: |
Prohibition Notice: Toyota Auto Receivables 2021-B Owner Trust - Reserve Account
|
Re: |
Rescission of Prohibition Notice: Toyota Auto Receivables 2021-B Owner Trust - Reserve Account
|
ARTICLE I
|
USAGE AND DEFINITIONS
|
1
|
Section 1.1.
|
Usage and Definitions
|
1
|
Section 1.2.
|
Additional Definitions
|
1
|
ARTICLE II
|
ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER
|
2
|
Section 2.1.
|
Engagement; Acceptance
|
2
|
Section 2.2.
|
Confirmation of Status
|
2
|
ARTICLE III
|
ASSET REPRESENTATIONS REVIEW PROCESS
|
3
|
Section 3.1.
|
Review Notice and Identification of Review Receivables
|
3
|
Section 3.2.
|
Review Materials
|
3
|
Section 3.3.
|
Performance of Reviews
|
3
|
Section 3.4.
|
Review Reports
|
4
|
Section 3.5.
|
Review Representatives
|
5
|
Section 3.6.
|
Dispute Resolution
|
5
|
Section 3.7.
|
Limitations on Review Obligations
|
5
|
ARTICLE IV
|
ASSET REPRESENTATIONS REVIEWER
|
6
|
Section 4.1.
|
Representations and Warranties
|
6
|
Section 4.2.
|
Covenants
|
7
|
Section 4.3.
|
Fees and Expenses
|
7
|
Section 4.4.
|
Limitation on Liability
|
8
|
Section 4.5.
|
Indemnification by Asset Representations Reviewer
|
9
|
Section 4.6.
|
Indemnification of Asset Representations Reviewer
|
9
|
Section 4.7.
|
Inspections of Asset Representations Reviewer
|
10
|
Section 4.8.
|
Delegation of Obligations
|
10
|
Section 4.9.
|
Confidential Information
|
10
|
Section 4.10.
|
Personally Identifiable Information
|
12
|
ARTICLE V
|
RESIGNATION AND REMOVAL; SUCCESSOR ASSET REPRESENTATIONS REVIEWER
|
14
|
Section 5.1.
|
Eligibility Requirements for Asset Representations Reviewer
|
14
|
Section 5.2.
|
Resignation and Removal of Asset Representations Reviewer
|
14
|
Section 5.3.
|
Successor Asset Representations Reviewer
|
15
|
Section 5.4.
|
Merger, Consolidation or Succession
|
15
|
ARTICLE VI
|
OTHER AGREEMENTS
|
15
|
Section 6.1.
|
Independence of Asset Representations Reviewer
|
15
|
Section 6.2.
|
No Petition
|
16
|
Section 6.3.
|
Limitation of Liability of Owner Trustee
|
16
|
Section 6.4.
|
Termination of Agreement
|
16
|
ARTICLE VII
|
MISCELLANEOUS PROVISIONS
|
16
|
Section 7.1.
|
Amendments
|
16
|
Section 7.2.
|
Assignment; Benefit of Agreement; Third Party Beneficiaries
|
17
|
Section 7.3.
|
Notices
|
17
|
Section 7.4.
|
GOVERNING LAW
|
17
|
Section 7.5.
|
WAIVER OF JURY TRIAL
|
17
|
Section 7.6.
|
No Waiver; Remedies
|
18
|
Section 7.7.
|
Severability
|
18
|
Section 7.8.
|
Headings
|
18
|
Section 7.9.
|
Counterparts and Electronic Signatures
|
18
|
Section 7.10.
|
Submission to Jurisdiction
|
18
|
|
TOYOTA AUTO RECEIVABLES 2021-B OWNER TRUST, as Issuer
|
|
|
|
|
|
By:
|
Wilmington Trust, National Association, not in its individual capacity, but solely as Owner Trustee
|
|
|
|
|
|
|
|
By:
|
/s/ Clarice Wright
|
|
|
Name: Clarice Wright
|
|
|
Title: Vice President
|
|
|
|
|
|
|
|
TOYOTA MOTOR CREDIT CORPORATION,
|
|
|
|
as Servicer and Administrator
|
|
|
|
|
|
|
|
By:
|
/s/ Cindy Wang
|
|
|
Name: Cindy Wang
|
|
|
Title: Group Vice President – Treasury
|
CLAYTON FIXED INCOME SERVICES LLC,
|
||
as Asset Representations Reviewer
|
||
By:
|
/s/ Susan Connally
|
|
Name: Susan Connally
|
||
Title: Vice President
|
(a) |
the Contract;
|
(b) |
the original credit application executed by the related Obligor (or a photocopy or other image or electronic record thereof;
|
(c) |
the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof, and of such documents that the Servicer shall keep on file
evidencing the security interest in the related Financed Vehicle;
|
(d) |
an electronic data tape describing certain characteristics of the Receivables as of the Cutoff Date or such other applicable date of determination (the “Data Tape”);
|
(e) |
a list of approved contract forms for the Review Receivables, as provided by TMCC; and
|
(f) |
such other documentation or information (whether tangible or electronic, and including, without limitation, screen prints or reports of the Servicer’s receivables and securitization systems) as the
Servicer, as the case may be, may maintain and which the Servicer shall have determined to be relevant to any Test with respect to such Receivable.
|
Representations and Warranties
Made as of the Cutoff Date and the Closing Date (unless otherwise specified) |
Tests
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1. Origination. Each Receivable was originated in the United States by a Dealer for the
retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, has been fully and properly executed or electronically authenticated by the parties thereto, has been purchased by TMCC from such Dealer under an
existing agreement with TMCC and has been validly assigned by such Dealer to TMCC.
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Test 1-1: Dealer Address
Confirm the Dealer address on the Contract is a United States address.
Test 1-2: Contract Signed
Confirm the Obligor(s) and Dealer signed the Contract.
Test 1-3: Valid Assignee
Confirm TMCC, or a name included in the list of acceptable name variations, is identified as the assignee in either the Assignment section of the Contract or separate assignment document.
Test 1-4: Valid Assignor Signature
Confirm the Contract was completed electronically or if completed on paper, confirm the Dealer signature is present as assignor on the Contract or separate assignment document.
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2. Security Interest. With respect to each Receivable, as of the Closing Date, TMCC has,
or has started procedures that will result in TMCC having, a perfected, first priority security interest in the related Financed Vehicle, which security interest was validly created and is assignable by the Seller to the Purchaser, and by
the Purchaser to the Issuer.
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Test 2-1: Lienholder
Confirm the title documents identify either TMCC, or a name included in the list of acceptable name variations, as the first lienholder.
Test 2-2: Obligor Name
Confirm the Obligor name(s) on the Contract, taking into account any amendments or correction notices, match(es) the name(s) on the title documents.
Test 2-3: Valid VIN
Confirm the vehicle identification number on the Contract, taking into account any amendments or correction notices, matches the vehicle identification number on the title documents.
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3. Simple Interest. Each Receivable provides for scheduled monthly payments that fully
amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable) and provides for a finance charge or yield interest at its APR, in either case calculated based on
the Simple Interest Method.
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Test 3-1: Payments
Review the Contract and confirm it reflects a level monthly payment except for the first and final payment, if any. Sum the first payment (if any), the product of the number of payments (or the
number of regular payments, if there is a first or final payment) and the Payment Amount and the final payment (if any) and confirm that this amount is equal to the Total of Payments in the Truth in Lending section of the Contract.
Test 3-2: Simple Interest
Observe the Contact and confirm it is a Simple Interest Method Contract.
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Representations and Warranties
Made as of the Cutoff Date and the Closing Date (unless otherwise specified) |
Tests
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4. Prepayment. Each Receivable allows for prepayment without penalty.
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Test 4-1: Prepayment
Confirm the Contract provides a prepayment disclosure that does not require a penalty.
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5. Compliance with Law. To the Seller’s knowledge, each Receivable complied in all
material respects at the time it was originated with all requirements of applicable federal, state and local laws, and regulations thereunder.
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Test 5-1: Complete Contract
Confirm the Contract was completed electronically or if completed on paper, confirm the Contract form number and revision date are approved for use according to TMCC internal documentation.
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6. Binding Obligation. Each Receivable is on a form contract containing customary and
enforceable provisions that includes rights and remedies allowing the holder to enforce the obligation and realize on the related Financed Vehicle and represents the legal, valid and binding payment obligation in writing of the related
Obligor, enforceable by the holder thereof in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights in
general and by general principles of equity and consumer protection laws, regardless of whether such enforceability is considered in a proceeding in equity or at law.
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Test 6-1: Valid Contract Form
Confirm the Contract was completed electronically or if completed on paper, confirm the Contract form number and revision date are approved for use according to TMCC internal documentation.
Test 6-2: Contract Executed
Confirm the Obligor(s) signed the Contract.
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7. No Government Obligors. None of the Receivables is due from the United States or any
state or local government, or from any agency, department or instrumentality of the United States or any state or local government.
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Test 7-1: Personal Use
Review the Obligor section on the Contract and confirm the Obligor name(s) is that of a natural person.
Test 7-2: No Government Obligor
If the Obligor section on the Contract does not report a natural person’s name or an obvious non-governmental business, confirm internet search results show no indication of the Obligor(s) to be a
government agency, department, political subdivision or instrumentality.
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8. Receivables in Force. As of the Cutoff Date, no Receivable has been satisfied, nor
has any Financed Vehicle been released in whole or in part from the lien granted by the related Receivable.
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Test 8-1: Active Account
Observe the Receivable in TMCC’s Data Tape, and confirm it was an active account on the Cutoff Date.
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Representations and Warranties
Made as of the Cutoff Date and the Closing Date (unless otherwise specified) |
Tests
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9. No Amendments or Waivers. As of the Cutoff Date, no material provision of a
Receivable has been amended, modified or waived in a manner that is prohibited by the provisions of the Sale and Servicing Agreement.
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Test 9-1: Contract Form
Confirm the Contract was completed electronically or if completed on paper, confirm the Contract form number and revision date are approved for use according to TMCC internal documentation.
Test 9-2: Modification
Review the Data Tape and the Contract (as amended by any related correction notice, if any) and confirm that, as of the Cutoff Date, there is no revision to the following terms:
i. APR
ii. Original Contract Term
iii. Monthly Payment
iv. Total Amount Financed
v. Make / Model / Model Year
vi. Simple Interest Method Loan
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10. No Defenses. To the Seller’s knowledge, as of the Closing Date, no Receivable is
subject to any right of rescission, setoff, counterclaim or defense, nor has any such right been asserted or threatened with respect to any Receivable.
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Test 10-1: No Litigation
Review the Review Materials and confirm there is no evidence of litigation or other attorney involvement as of the Closing Date.
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11. No Payment Default. Except for payment delinquencies that have been continuing for a
period of not more than 29 days, no payment default under the terms of any Receivable exists as of the Cutoff Date.
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Test 11-1: Delinquency
Observe TMCC’s Data Tape and confirm the Receivable was not more than 29 days delinquent as of the Cutoff Date.
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12. No Repossession. No Financed Vehicle has been repossessed without reinstatement as of
the Cutoff Date.
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Test 12-1: Repossession Inventory
Observe TMCC’s receivables systems and confirm the Receivable was not held in repossession inventory as of the Cutoff Date.
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13. Insurance. The terms of each Receivable require the related Obligor to obtain and
maintain physical damage insurance covering the related Financed Vehicle in accordance with TMCC’s normal requirements. No Financed Vehicle was subject to force-placed insurance.
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Test 13-1: Physical Damage Covered
Confirm the Contract contains language that required the Obligor to obtain and maintain insurance against physical damage to the Financed Vehicle.
Test 13-2: No Force-Placed Insurance
Confirm the Review Materials contain no evidence the Financed Vehicle was subject to force-placed insurance.
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Representations and Warranties
Made as of the Cutoff Date and the Closing Date (unless otherwise specified) |
Tests
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14. Good Title. Immediately prior to the transfer and assignment herein contemplated, the
Seller had good and marketable title to each Receivable free and clear of all Liens and rights of others (other than pursuant to the Basic Documents) and, immediately upon the transfer and assignment thereof, the Purchaser will have good
and marketable title to each Receivable, free and clear of all Liens and rights of others (other than pursuant to the Basic Documents).
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Test 14-1: Sole Lienholder
Confirm the title documents designate TMCC, or a name included in the list of acceptable name variations as the sole lien holder and that no other lien holder is listed.
Test 14-2: No Transfer of Title
Confirm the title documents indicate the Receivable has not been sold, assigned, or transferred to any other entity.
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15. Lawful Assignment. No Receivable has been originated in, or is subject to the laws of,
any jurisdiction under which the sale, transfer and assignment of such Receivable under this Agreement, or pursuant to the Sale and Servicing Agreement or the pledge of such Receivable under the Indenture are unlawful, void or voidable.
The terms of each Receivable do not limit the right of the owner of such Receivable to sell such Receivable.
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Test 15-1: Contract Form
Confirm the Contract was completed electronically or if completed on paper, confirm the Contract form number and revision date are approved for use according to TMCC internal documentation.
Test 15-2: Assignability
Confirm the Contract does not contain language that limits the sale or transfer of the Receivable.
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16. Additional Representations and Warranties. (A) Each Receivable is being serviced by
TMCC as of the Closing Date; (B) as of the Cutoff Date, each Receivable is secured by a new or used car, crossover utility vehicle, light-duty truck or sport utility vehicle; (C) no Receivable was more than 29 days past due as of the Cutoff
Date; and (D) as of the Cutoff Date, no Receivable was noted in the records of TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding.
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Test 16(A): Servicing
Confirm the Review Materials show the Receivable was being serviced by TMCC as of the Closing Date.
Test 16(B): Financed Vehicle
Review the Contract and confirm the Financed Vehicle is a new or used car, crossover utility vehicle, light-duty truck or sport utility vehicle.
Test 16(C): Delinquency
Confirm the Data Tape shows the Receivable is not more than 29 days past due as of the Cut-off Date.
Test 16(D): No Bankruptcy
Confirm the Data Tape shows the Obligor was not noted as being the subject of any bankruptcy or insolvency proceeding as of the Cutoff Date.
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