$1,600,000,000(1)
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Toyota Auto Receivables 2023-A Owner Trust
Issuing Entity (CIK Number: 0001955778) |
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Toyota Motor Credit Corporation
Sponsor, Administrator and Servicer (CIK Number: 0000834071) |
Toyota Auto Finance Receivables LLC
Depositor (CIK Number: 0001131131) |
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You should review carefully the factors described under “Risk Factors” beginning on page 27 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 cars, crossover utility
vehicles, light-duty trucks and sport utility vehicles. 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. 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.
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• The issuing entity will issue the classes of notes described in the table below with an aggregate initial principal amount of $1,600,000,000. The issuing entity will also issue a certificate
representing the equity interest in the issuing entity, which will be retained initially by Toyota Auto Finance Receivables LLC and 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 will be made on February 15, 2023.
• Credit enhancement for the notes consists of a reserve account, overcollateralization, a yield supplement overcollateralization amount, excess interest on the receivables and, in the case of the
Class A Notes, subordination of the Class B Notes (which will have a 0.00% interest rate).
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Initial Principal Amount
|
Interest Rate
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Accrual Method
|
Final Scheduled Payment Date
|
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Class A‑1 Notes(1)
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$326,700,000
|
4.842%
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Actual/360
|
January 16, 2024
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Class A‑2 Notes(1)
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$550,000,000
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5.05%
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30/360
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January 15, 2026
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Class A‑3 Notes(1)
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$550,000,000
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4.63%
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30/360
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September 15, 2027
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Class A‑4 Notes(1)
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$133,300,000
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4.42%
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30/360
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August 15, 2028
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Class B Notes(1)
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$40,000,000
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0.00%
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30/360
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August 15, 2029
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Initial Public Offering Price
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Underwriting Discounts and Commissions
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Proceeds To Depositor
|
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Per Class A-1 Note
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100.00000%
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0.050%
|
99.95000%
|
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Per Class A-2 Note
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99.99596%
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0.200%
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99.79596%
|
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Per Class A-3 Note
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99.99995%
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0.250%
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99.74995%
|
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Per Class A-4 Note
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99.96668%
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0.300%
|
99.66668%
|
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Total
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$1,481,936,435(2)
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$2,886,338(2)
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$1,479,050,097(2)
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(1) The Class B Notes and approximately, but not less than, 5% (by
aggregate initial principal amount) of each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will be retained initially by Toyota Auto Finance Receivables LLC. The Class B Notes are not being
publicly registered and are not offered hereby.
(2) Calculated using the aggregate initial principal amount of the underwritten notes.
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.
$310,365,000 of Class A-1 Notes, $522,500,000 of Class A-2 Notes, $522,500,000 of Class A-3 Notes and $126,635,000 of
Class A-4 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 January 30, 2023 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, contained in Rule 3a-7 thereunder, although there may be additional exemptions or exclusions 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.
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Joint Bookrunners
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BofA Securities
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BNP PARIBAS
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Lloyds Securities
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Mizuho
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Co-Managers
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HSBC
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ING
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US Bancorp
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SUMMARY OF PARTIES TO THE TRANSACTION
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6
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SUMMARY OF MONTHLY DISTRIBUTIONS OF COLLECTIONS
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7
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SUMMARY OF TERMS
|
8
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SUMMARY OF RISK FACTORS
|
25
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RISK FACTORS
|
27
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THE ISSUING ENTITY
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43
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CAPITALIZATION OF THE ISSUING ENTITY
|
45
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THE DEPOSITOR
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46
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THE SPONSOR, ADMINISTRATOR AND SERVICER
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46
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Credit Risk Retention
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47
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Underwriting of Motor Vehicle Retail Installment Sales Contracts
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49
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Electronic Contracts and Electronic Contracting
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50
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Servicing of Motor Vehicle Retail Installment Sales Contracts
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51
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Securitization Experience
|
53
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THE TRUSTEES
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53
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Duties of the Owner Trustee and Indenture Trustee
|
56
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FEES AND EXPENSES
|
57
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ASSET REPRESENTATIONS REVIEWER
|
58
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General
|
58
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Resignation and Removal
|
58
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Indemnity and Liability
|
59
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AFFILIATIONS AND CERTAIN RELATIONSHIPS
|
59
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THE RECEIVABLES
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59
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Asset-Level Data for the Receivables
|
65
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POOL UNDERWRITING
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65
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REVIEW OF POOL ASSETS
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65
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DELINQUENCIES, REPOSSESSIONS AND NET LOSSES
|
66
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ASSET REPRESENTATIONS REVIEW
|
69
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Delinquency Trigger
|
71
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REPURCHASES OF RECEIVABLES
|
72
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Dispute Resolution
|
74
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STATIC POOLS
|
75
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USE OF PROCEEDS
|
75
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PREPAYMENT AND YIELD CONSIDERATIONS
|
75
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WEIGHTED AVERAGE LIVES OF THE NOTES
|
77
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POOL FACTORS AND TRADING INFORMATION
|
86
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DESCRIPTION OF THE NOTES
|
86
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General
|
86
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Payments of Interest
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86
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Payments of Principal
|
87
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Allocation of Losses
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88
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Indenture
|
88
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Notices
|
92
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Governing Law
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92
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Minimum Denominations
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92
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Book-Entry Registration
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92
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Definitive Securities
|
96
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List of Securityholders
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97
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Reports to Securityholders
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97
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PAYMENTS TO NOTEHOLDERS
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99
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Calculation of Available Collections
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99
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Calculation of Principal Distribution Amounts
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100
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Priority of Payments
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100
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Payments After Occurrence of Event of Default Resulting in Acceleration
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101
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Credit and Cash Flow Enhancement
|
102
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TRANSFER AND SERVICING AGREEMENTS
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104
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The Transfer and Servicing Agreements
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104
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Sale and Assignment of Receivables
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104
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Accounts
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105
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Servicing Procedures
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105
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Servicing Compensation and Payment of Expenses
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106
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Insurance on Financed Vehicles
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107
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Collections
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107
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Eligible Investments
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108
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Payments
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109
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Net Deposits
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109
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Optional Purchase of Receivables and Redemption of Notes
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109
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Removal of Servicer
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110
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Statements to Trustees and Issuing Entity
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111
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Evidence as to Compliance
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111
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Certain Matters Regarding the Servicer; Servicer Liability
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111
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Rights upon Servicer Default
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112
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Waiver of Past Defaults
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112
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Amendment
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113
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Non-Petition
|
113
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Payment of Notes
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114
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Depositor Liability
|
114
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Termination
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114
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Administration Agreement
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114
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Investor Communications
|
115
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CERTAIN LEGAL ASPECTS OF THE RECEIVABLES
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115
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General
|
115
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Security Interests
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115
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Repossession of Financed Vehicles
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117
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Notice of Sale of Financed Vehicles; Reinstatement and Redemption Rights
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118
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Deficiency Judgments and Excess Proceeds
|
118
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Certain Bankruptcy Considerations
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118
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Dodd-Frank Act Orderly Liquidation Authority Provisions
|
119
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Consumer Finance Regulation
|
121
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Forfeiture for Drug, RICO and Money Laundering Violations
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124
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Other Limitations
|
124
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LEGAL PROCEEDINGS
|
125
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ERISA CONSIDERATIONS
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125
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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
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127
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Tax Characterization of the Issuing Entity
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128
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Partnership Audit Rules
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128
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Tax Consequences to Note Owners
|
128
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CERTAIN STATE TAX CONSEQUENCES
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133
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WHERE YOU CAN FIND MORE INFORMATION ABOUT YOUR NOTES
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134
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The Issuing Entity
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134
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The Depositor
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134
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UNDERWRITING
|
135
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European Economic Area
|
137
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United Kingdom
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137
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EU SECURITIZATION REGULATION AND UK SECURITIZATION REGULATION
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138
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LEGAL OPINIONS
|
142
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INDEX OF TERMS
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143
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ANNEX A: GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
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A-1
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ANNEX B: STATIC POOL INFORMATION
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B-1
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Issuing Entity
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Toyota Auto Receivables 2023-A Owner Trust, a Delaware statutory trust.
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Depositor
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Toyota Auto Finance Receivables LLC, a Delaware limited liability company, is a wholly-owned, limited purpose subsidiary of Toyota Motor Credit Corporation. The principal
executive offices of Toyota Auto Finance Receivables LLC are located at 6565 Headquarters Drive, W2-3D, Plano, Texas 75024-5965, its telephone number is (469) 486-9020 and its facsimile number is (310) 381-7739.
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Sponsor, Administrator
and Servicer |
Toyota Motor Credit Corporation, a California corporation (“TMCC”). The principal executive offices of TMCC are located at 6565 Headquarters Drive, Plano, Texas 75024-5965, its
telephone number is (469) 486-9300 and its facsimile number is (310) 381-7739.
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Asset Representations Reviewer
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Clayton Fixed Income Services LLC, a Delaware limited liability company.
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Indenture Trustee
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U.S. Bank Trust Company, National Association, a national banking association.
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Owner Trustee
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Wilmington Trust, National Association, a national banking association.
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Securities Intermediary
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U.S. Bank National Association, a national banking association.
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Relevant Agreements
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Indenture
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The indenture among the issuing entity, the indenture trustee and the securities intermediary. The indenture provides for the terms of the notes.
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Trust Agreement
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The trust agreement, as amended and restated, between the depositor and the owner trustee. The trust agreement establishes and governs the issuing entity and provides for the
terms of the certificate.
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Receivables Purchase Agreement
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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, to the depositor.
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Sale and Servicing Agreement
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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.
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Administration Agreement
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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.
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Asset Representations Review Agreement
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The asset representations review agreement among the asset representations reviewer, the issuing entity, the servicer and the
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administrator. The asset representations review agreement governs the performance by the asset representations reviewer of asset representations reviews.
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Relevant Dates
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Closing Date
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On or about January 30, 2023.
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Cutoff Date
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The issuing entity will purchase the receivables as of the close of business on November 30, 2022. The issuing entity will be entitled to all collections in respect of the
receivables received after the cutoff date.
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Statistical Information
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The statistical information concerning the receivables in this prospectus is based on the receivables as of the cutoff date.
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Collection Period
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The collection period related to a payment date is the period commencing on the first day of the calendar month immediately preceding such payment date (or in the case of the
first collection period, from, but excluding, the cutoff date) and ending on the last day of such calendar month.
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Payment Dates
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The issuing entity will generally pay interest on and principal of 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 will be February 15, 2023.
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A “business day” is any day except:
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• a Saturday or Sunday; or
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• a day on which banks in New York, New York or Wilmington, Delaware are closed.
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Final Scheduled Payment Dates
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The final principal payment for each class of notes is due on the related final scheduled payment date specified on the front cover of this prospectus.
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Record Date
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So long as the notes are in book-entry form, the issuing entity will make payments on the notes to the related 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.
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Description of the Notes
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The class A-1 notes, the class A-2 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 notes
and the class B notes are referred to in this prospectus collectively as the “notes.”
The class B notes and approximately, but not less than, 5% (by aggregate initial principal amount) of each of the class A-1 notes, the class A-2 notes, the class A-3 notes and
the class A-4 notes will be retained initially by the depositor.
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.
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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.
The class B notes are not being publicly registered and are not offered hereby. Any information in this prospectus regarding the class B notes is included only for
informational purposes to facilitate a better understanding of the class A notes.
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Certificate
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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.
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Any information in this prospectus regarding the certificate is included only for informational purposes to facilitate a better understanding of the notes.
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Minimum Denominations
|
The class A notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.
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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.
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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.
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U.S. Credit Risk Retention
|
The risk retention regulations in Regulation RR of the Securities Exchange Act of 1934, as amended, require the sponsor, either directly or through its majority-owned
affiliates, to retain an economic interest in the credit risk of the receivables (the “U.S. retained interest”).
The class B notes, the certificate, and approximately, but not less than, 5% (by aggregate initial principal amount) of each of the class A-1 notes, the class A-2 notes, the
class A-3 notes and the class A-4 notes will be retained initially by the depositor. The depositor is a wholly-owned subsidiary of TMCC and will initially retain the U.S. retained interest. The sponsor will agree that it will not, and will
cause the depositor and each affiliate of the sponsor not to, sell, transfer, finance or hedge the U.S. retained interest, except to the extent permitted by Regulation RR.
Any notes which are retained initially by the depositor, and which are not required to be retained by the sponsor, directly or indirectly, as a part of the U.S. retained
interest will not be subject to the limitations on sale, transfer, financing and hedging which are otherwise applicable to the U.S. retained interest.
For more information regarding Regulation RR and TMCC’s method of compliance with that regulation, see “The Sponsor, Administrator and
Servicer––Credit Risk Retention” in this prospectus.
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EU Securitization Regulation and UK Securitization Regulation
|
On the closing date, TMCC will covenant and agree that it will, as an “originator” for the purposes of the EU Securitization Regulation and the UK Securitization Regulation,
retain, on an ongoing basis, for as long as any notes remain outstanding, a material net economic interest in the transaction described in this prospectus in an amount equal to not less than 5% of the nominal value of each of the tranches
sold or transferred to investors (the “SR Retained Interest”) in accordance with paragraph (a) of Article 6(3) of the EU Securitization Regulation and paragraph (a) of Article 6(3) of the UK Securitization Regulation, by retaining, either
directly or indirectly through the depositor (its wholly-owned subsidiary that is a special purpose entity and not an operating company), at least 5% (by aggregate initial principal amount) of each class of the notes.
In addition, TMCC will agree not to sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the SR Retained Interest or subject it
to any credit risk mitigation or hedging, except to the extent permitted by the EU Securitization Rules and the UK Securitization Rules.
However, the securitization transaction described in this prospectus is not being structured to ensure compliance by any person with the transparency requirements in Article 7
of the EU Securitization Regulation or Article 7 of the UK Securitization Regulation. In particular, neither TMCC nor any other party to the transaction described in this prospectus will be required to produce any information or disclosure
for purposes of Article 7 of the EU Securitization Regulation or Article 7 of the UK Securitization Regulation, or to take any other action in accordance with, or in a manner contemplated by, such articles.
Except as described herein, no party to the transaction described in this prospectus will undertake, or intends, to take or refrain from taking any action with regard to such
transaction in a manner prescribed or contemplated by the EU Securitization Rules or the UK Securitization Rules, or to take any action for purposes of, or in connection with, facilitating or enabling compliance by any investor with the EU
Investor Requirements or the UK Investor Requirements, or any corresponding national measures that may be relevant.
Any failure by an Affected Investor to comply with the applicable Investor Requirements with respect to an investment in the notes may result in the imposition of a penalty
regulatory capital charge on that investment or of other regulatory sanctions or remedial measures by the competent authority of such Affected Investor. The EU Securitization Rules, the UK Securitization Rules and any other changes to the
regulation or regulatory treatment of the notes for some or all investors may negatively impact the regulatory position of noteholders or prospective investors and have an adverse impact on the value and liquidity of the notes.
Prospective investors are responsible for analyzing their own legal and regulatory position and are advised to consult with their own advisors regarding the suitability of the
notes for investment and compliance with the EU Securitization Rules, the UK Securitization Rules and any other existing or future similar regimes in any relevant jurisdictions.
For more information regarding the EU Securitization Rules and the UK Securitization Rules, and TMCC’s agreements with respect to the retention of the SR Retained Interest, see
“The Sponsor, Administrator and Servicer––Credit Risk Retention—EU and UK Risk Retention” and
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“EU Securitization Regulation and UK Securitization Regulation” in this prospectus.
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Structural Summary
|
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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 cars, crossover utility vehicles,
light-duty trucks or sport utility vehicles. We refer to these contracts as the “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 cars, crossover utility vehicles, light-duty trucks and sport utility vehicles often finance their purchases by entering into retail installment sales
contracts with Toyota and Lexus 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 made
pursuant to the receivables purchase agreement between the sponsor and the depositor. The sale by the depositor to the issuing entity will be made pursuant to the sale and servicing agreement among the depositor, the servicer and the
issuing entity. The receivables sold to the depositor and then transferred to the issuing entity will be selected based on certain eligibility criteria described under “The Receivables” in this
prospectus.
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.
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|
The statistical information concerning the receivables presented throughout this prospectus is based on the receivables as of the cutoff date.
As of the cutoff date, the receivables had the following characteristics:
|
Total Principal Balance
|
$1,813,667,857.76
|
|
Number of Receivables
|
69,360
|
|
Average Principal Balance
|
$26,148.61
|
|
Range of Principal Balances
|
$263.17 - $98,275.15
|
|
Average Original Amount Financed
|
$33,020.35
|
|
Range of Original Amounts Financed
|
$2,467.78 - $108,729.23
|
|
Weighted Average Annual Percentage
|
||
Rate (“APR”)(1)
|
3.64%
|
|
Range of APRs
|
0.00% - 18.99%
|
|
Weighted Average Original Number of
|
||
Scheduled Payments(1)
|
66.50 payments
|
|
Range of Original Number of
|
||
Scheduled Payments
|
12 - 72 payments
|
Percentage of Total Principal Balance Consisting of Receivables with Original Scheduled Payments Greater Than 60 Months
|
63.10%
|
|
Weighted Average Remaining Number of Scheduled Payments(1)
|
56.20 payments
|
|
Range of Remaining Number
|
||
of Scheduled Payments
|
4 - 68 payments
|
|
Weighted Average FICO® score (1) (2)
|
766
|
|
Range of FICO® scores (2)
|
620 - 900
|
___________________
(1) Weighted by principal balance as of the cutoff date.
(2) FICO® is a federally registered servicemark of Fair Isaac Corporation.
|
||
For additional information regarding the characteristics of the receivables as of the cutoff date, you should refer to “The Receivables”
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.
|
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The receivables 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” in this prospectus.
|
||
The assets of the issuing entity will also include:
|
||
• certain monies due or received under the receivables after the cutoff date;
|
||
• security interests in the vehicles financed under the receivables;
|
||
• 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.
|
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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
certain asset-level data disclosures incorporated by reference into this prospectus, 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 declined 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
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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 70.41% of the aggregate principal balance of the receivables as of the cutoff date were automatically approved, while approximately 29.59% of the aggregate
principal balance of the receivables as of the 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.
|
|
Repurchase 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 by TMCC
or the depositor of such 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 receivables. On each payment date, the issuing entity will pay the servicer a 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 cutoff date. The servicer will also receive
additional servicing compensation in the form of certain net investment earnings, late fees, extension fees and other administrative fees and expenses or similar charges received by the servicer during the related collection period.
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.
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|
Trustees Fees and Expenses
|
The issuing entity will pay the indenture trustee an annual fee equal to $5,000. The issuing entity will also pay the owner trustee an annual fee equal to $3,000. Each trustee
will also be entitled to reimbursement or payment by the issuing entity for certain expenses and indemnification amounts incurred in connection with the performance of its duties under the applicable transaction agreements.
|
For additional information regarding fees, expenses and indemnification amounts reimbursable or payable to the trustees, you should refer to “Fees
and Expenses” in this prospectus.
|
||
Asset Representations Reviewer Fees and Expenses
|
The issuing entity will pay the asset representations reviewer an annual fee equal to $5,000. The asset representations reviewer will also be entitled to reimbursement or
payment by the issuing entity for all expenses and indemnification amounts incurred in connection with the performance of its duties under the asset representations review agreement. In the event an asset representations review occurs, the
issuing entity will also pay the asset representations reviewer a fee equal to $200 for each receivable reviewed by it.
For additional information regarding fees, expenses and indemnification amounts reimbursable or payable to the asset representations reviewer, you should refer to “Fees and Expenses” 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, which will be paid by the servicer from the total servicing fee.
|
|
Interest and Principal Payments
|
Interest Rates
|
|
The notes will bear interest for each interest period at the interest rates specified on the front cover of this prospectus.
|
||
Interest Accrual
|
||
The class A-1 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 for the class A-1 notes will be from (and including) the closing date to (but excluding) the initial payment date. This means that the interest due on the class A-1 notes on each payment date will be the product of: (i) the
outstanding principal amount of the class A-1 notes; (ii) the interest rate on the class A-1 notes; and (iii) the actual number of days since the previous payment date (or, in the case of the first payment date, from (and including) the
closing date to (but excluding) the initial payment date) divided by 360.
|
||
The class A-2 notes, the class A-3 notes, the class A-4 notes and the class B notes will accrue interest on a 30/360 basis from (and including) the 15th day of the calendar
month preceding a payment date to (but excluding) the 15th day of the calendar month in which the payment date occurs, except that the first interest period for the class A-2 notes, the class A-3 notes, the class A-4 notes and the class B
notes will be from (and including) the closing date to (but excluding) February 15, 2023. This means that the interest due on each of the class A-2 notes, the class A-3 notes, the class A-4 notes and the class B notes on each payment date
will be the product of: (i) the outstanding principal amount of such class of notes; (ii) the related interest rate; and (iii) 30 (or, in the case of the first payment date, the number of days from (and including) the closing date to (but
excluding) February 15, 2023 (assuming a 30-day calendar month)) divided by 360.
|
||
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 occur, which may result in an
acceleration of the notes. 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. 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.
|
||
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, 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 (4), (6) and (8) 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 notes, until the principal amount of the class A-2 notes 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.
|
||
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 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.
|
||
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 in the following order of priority (after
payment to the servicer of the supplemental servicing fee, to the extent not previously retained by the servicer) from available collections received during the related collection period (and, if applicable, amounts withdrawn from the
reserve account):
|
1. Servicing Fee –– to the servicer, the servicing fee;
2. Transaction Fees and Expenses — to the indenture trustee, the owner trustee and the asset representations reviewer, the amount of any fees, expenses and indemnification amounts
due to each such party, pro rata, based on amounts due to each such party, in an aggregate amount not to exceed $300,000 in any calendar year;
|
||
3. Class A Note Interest –– to the class A noteholders (pro rata, based upon the aggregate amount of interest due to each class of the class A notes), accrued and unpaid interest
on each class of class A notes;
|
||
4. Class A Note Principal –– to 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;
|
||
5. Class B Note Interest –– to the class B noteholders, accrued and unpaid interest on the class B notes;
|
||
6. Note Principal –– to 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;
|
||
7. Reserve Account Deposit –– to the reserve account, 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,” until the amount on deposit in the reserve account equals such specified reserve account balance;
|
||
8. Note Principal –– to 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;
|
||
9. Additional Transaction Fees and Expenses –– to the indenture trustee, the owner trustee, and the asset representations reviewer, the amount of any fees, expenses and
indemnification amounts due to each such party and remaining unpaid, pro rata, based on amounts due to each such party; and
|
||
10. Excess Amounts –– to the certificateholder, any remaining amounts.
|
||
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 (after payment to the servicer of the supplemental servicing fee, to the extent not previously retained by the servicer) from available
collections received during the related collection period:
|
||
1. Servicing Fee –– to the servicer, the servicing fee;
|
||
2. Transaction Fees and Expenses –– to the indenture trustee, the owner trustee and the asset representations reviewer, the amount of any fees, expenses and indemnification amounts
due to each such party, pro rata, based on amounts due to each such party;
|
||
3. Class A Note Interest –– to the class A noteholders (pro rata, based upon the aggregate amount of interest due to each class of the class A notes), accrued and unpaid interest
on each class of class A notes;
|
||
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; and
|
||
7. Excess Amounts –– to the certificateholder, any remaining amounts.
|
||
Following the occurrence of an event of default under the indenture that results in the acceleration of the maturity of the notes, amounts on deposit in the reserve account will
be withdrawn and used to the extent
|
necessary to pay principal of the notes as described in clauses (4) and (6) above, in that order of priority.
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
front 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 for such note;
(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 aggregate 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— Risks Primarily Related to the Nature of the Notes and the Structure of the
Transaction—Payment priorities increase risk of loss or delay in payment to certain classes of notes,” “Risk Factors—Risks Primarily Related to the Nature of the Notes and the Structure of the
Transaction—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” 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 (6) 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 at least $4,000,000.00 into the reserve account, which is approximately 0.25% of the adjusted pool balance as of
the cutoff date. On each payment date, after making required payments to the servicer, the indenture trustee, the owner trustee, the asset representations reviewer and the noteholders, any remaining 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) the amount deposited into the reserve account on the closing date and (b) the aggregate
outstanding principal amount 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,
net investment earnings on the amounts on deposit in the reserve account will be distributed to the depositor.
|
||
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. Overcollateralization will be
available as an additional source of funds to absorb losses on the receivables that are not otherwise covered by excess collections on the receivables. The adjusted pool balance as of the cutoff date is expected to be approximately equal
to the aggregate initial principal amount of the notes.
The application of funds according to clause (8) 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 0.85% of the adjusted pool balance as of the cutoff date. This amount is referred to in this
prospectus as the “overcollateralization target amount.”
|
||
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 cutoff date, as applicable, of each receivable with an APR below 9.30% (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 sum of (i) the servicing fee, (ii) fees required to be paid to
the indenture trustee, the owner trustee and the asset representations reviewer and (iii) 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 5% or less of the aggregate principal balance of the receivables as of the cutoff 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 to the depositor 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.
|
|
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 are not cured in all material respects.
|
||
CUSIP Numbers
|
Class A-1 Notes: 891940AA6
Class A-2 Notes: 891940AB4
Class A-3 Notes: 891940AC2
Class A-4 Notes: 891940AD0
|
Tax Status
|
Subject to important considerations described under “Material U.S. Federal Income Tax Considerations” and “Certain State Tax Consequences” in this prospectus, Morgan, Lewis & Bockius LLP, special tax counsel to the issuing entity, will deliver its opinion that:
|
|
• as of their issuance date, the class A notes held by parties unaffiliated with the issuing entity will be classified as debt for U.S. federal income tax purposes; and
|
||
• the issuing entity will not be classified as an association or a publicly traded partnership, in either case taxable as a corporation for U.S. federal income tax purposes.
|
||
The characterization of the retained notes as equity or indebtedness for U.S. federal income tax purposes will be determined only when such retained notes are transferred to a
party unaffiliated with the issuing entity. If you purchase notes offered by this prospectus, you will agree to treat such notes as debt for purposes of U.S. 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 U.S. federal tax considerations applicable to the purchase, ownership and disposition of the notes offered by this prospectus, and the tax consequences arising
under the laws of any state or other taxing jurisdiction.
|
||
For additional information regarding the application of U.S. federal income tax and state tax laws to the issuing entity and the notes offered by this prospectus, you should
refer to “Material U.S. Federal Income Tax Considerations” and “Certain State Tax Consequences” in this prospectus.
|
||
ERISA Considerations
|
The class A 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, contained in
Rule 3a-7 under the Investment Company Act of 1940, as amended, 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.
|
|
Eligibility for Purchase by Money Market Funds
|
The class A-1 notes have been structured to be “eligible securities” as defined in paragraph (a)(11) of Rule 2a-7 under the Investment Company Act of 1940, as amended. Rule
2a-7 includes additional criteria for investments by money market funds, including requirements relating to portfolio maturity, liquidity and risk diversification. A money market fund should consult its legal advisers regarding the
eligibility of the class
|
A-1 notes under Rule 2a-7 and whether an investment in the class A-1 notes satisfies the fund’s investment policies, ratings requirements and objectives.
|
• |
the limited pool of receivables and other assets available to make payments on the notes;
|
• |
the subordination of certain classes of the notes to other more senior classes of the notes;
|
• |
unpredictability of the rate at which the notes will amortize, and the potential acceleration of payments on the notes due to the occurrence of an event of default; and
|
• |
the suitability of the notes as investments for investors subject to the EU Securitization Rules or the UK Securitization Rules.
|
• |
the effect of the COVID-19 pandemic, and related measures taken in response to the pandemic, on the obligors of the receivables, on the transaction parties and on the abilities of the transaction
parties to perform their respective obligations under the transaction agreements;
|
• |
economic developments, geopolitical conditions, public health concerns and other market events;
|
• |
discount pricing incentives, marketing incentive programs and other used car market factors that may impact the amounts received upon disposition of the financing vehicles;
|
• |
certain contractual terms and low annual percentage rates of the receivables, and the rate of depreciation of the related financed vehicles;
|
• |
potential adverse effects of any recalls with respect to the financed vehicles; and
|
• |
geographic concentrations of the receivables and extreme weather conditions, public health concerns, natural disasters and other similar events in specific geographic areas.
|
• |
federal and state consumer protection laws regulating the creation, collection and enforcement of the receivables;
|
• |
the regulatory environment in which TMCC operates, and potential litigation or governmental proceedings that could affect the transaction parties; and
|
• |
the Servicemembers Civil Relief Act and other similar state laws potentially limiting the ability of the servicer to collect from certain obligors of the receivables.
|
• |
the ability of the servicer to commingle collections on the receivables for a limited time;
|
• |
the potential cost of transferring servicing responsibilities to a successor servicer, in the event of a servicer default;
|
• |
the effect of credit ratings-related matters on the servicer;
|
• |
the potential that a security breach or cyber-attack could adversely affect TMCC’s business and its ability to service the receivables;
|
• |
TMCC’s enterprise data practices are subject to increasingly complex, restrictive, and punitive regulations; and
|
• |
TMCC’s servicing activities could be disrupted by a failure or interruption of its information services.
|
• |
the bankruptcy or insolvency of TMCC, the depositor or the issuing entity;
|
• |
interests of other persons or competing claims in the receivables or the related financed vehicles could be superior to the interests of the indenture trustee therein; and
|
• |
the failure of the servicer to maintain control of the receivables evidenced by electronic contracts.
|
• |
the complexity of the notes;
|
• |
the potential absence of a secondary market for the notes;
|
• |
withdrawal or downgrade of the ratings on the notes, potential issuance of unsolicited ratings on the notes, rating agency conflicts of interest and related regulatory scrutiny;
|
• |
the retention by the depositor of certain of the notes; and
|
• |
limitations on your ability to exercise rights directly, due to the absence of physical notes, and potential delays in receiving payments as the result of the notes being held in book-entry form.
|
• |
an “automatic stay” which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the court and provisions of the U.S. 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 were to become the subject of a bankruptcy proceeding.
|
Class A-1 Notes
|
$ 326,700,000.00
|
|
Class A-2 Notes
|
$ 550,000,000.00
|
|
Class A-3 Notes
|
$ 550,000,000.00
|
|
Class A-4 Notes
|
$ 133,300,000.00
|
|
Class B Notes
|
$ 40,000,000.00
|
|
Reserve Account Initial Deposit(1)
|
$ 4,000,000.00
|
|
Yield Supplement Overcollateralization Amount
|
$ 213,667,857.47
|
|
Initial Overcollateralization
|
$ 0.29
|
|
Total
|
$ 1,817,667,857.76
|
(1) |
The Reserve Account is pledged to the Indenture Trustee for the benefit of the Noteholders and, although the Issuing Entity does not have rights to the Reserve Account, funds on
deposit therein will be applied to payments of the Notes in certain circumstances, as described in this prospectus.
|
• |
Finance Operations – TMCC acquires retail installment sales contracts from Dealers in the U.S.A. and Puerto Rico (“retail contracts”) and leasing contracts accounted for as operating leases (“lease
contracts”) from Dealers in the U.S.A. TMCC also provides dealer financing, including wholesale financing, working capital loans, revolving lines of credit and real estate financing to Dealers in the U.S.A. and Puerto Rico.
|
• |
Voluntary Protection Operations – Through Toyota Motor Insurance Services, Inc., a wholly-owned subsidiary, and its insurance company subsidiaries (collectively referred to as “TMIS”), TMCC
provides marketing, underwriting, and claims administration for voluntary vehicle and payment protection products sold by Dealers in the U.S.A. TMCC’s voluntary vehicle and payment protection products include vehicle service, guaranteed
auto protection, prepaid maintenance, excess wear and use, tire and wheel protection, key replacement protection and used vehicle limited warranty contracts (“voluntary protection products”). TMIS also provides coverage and related
administrative services to certain of TMCC’s affiliates in the U.S.A.
|
• |
the Servicer under the Sale and Servicing Agreement;
|
• |
the Administrator under the Trust Agreement, the Administration Agreement or the Indenture;
|
• |
the Depositor under the Receivables Purchase Agreement or the Trust Agreement; or
|
• |
the Indenture Trustee under the Indenture.
|
Party
|
Amount
|
Servicer(1)
|
(i) One-twelfth of 1.00% multiplied by the outstanding Principal Balance of the Receivables as of the first day of the related Collection Period or, in the case of the first Payment Date,
two-twelfths of 1.00% multiplied by the outstanding Principal Balance of the Receivables as of the Cutoff Date (the “Servicing Fee”), plus (ii) any investment earnings on amounts on deposit in the Collection Account and all late fees,
extension fees and other administrative fees and expenses or similar charges allowed by applicable law with respect to the Receivables received by the Servicer during the related Collection Period (the “Supplemental Servicing Fee”).
|
Indenture Trustee(2)
|
An annual fee equal to $5,000, payable on the Payment Date occurring in January of each year, commencing in January 2024.
|
Owner Trustee(2)
|
An annual fee equal to $3,000, payable on the Payment Date occurring in January of each year, commencing in January 2024.
|
Asset Representations Reviewer(2)
|
An annual fee equal to $5,000 per annum, payable on the Payment Date occurring in January of each year, commencing in January 2024. In the event of an Asset Representations Review, the Asset
Representations Reviewer will also be entitled to receive a fee equal to $200 for each Receivable reviewed by it.
|
(1) |
To be paid before any amounts are distributed to Noteholders. The Administrator will be entitled to a monthly administration fee, which will be paid to it by the Servicer from the
Total Servicing Fee.
|
(2) |
Fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer prior to the payment of any amounts to
Noteholders are subject to an aggregate cap equal to $300,000 in any calendar year prior to the occurrence of an Event of Default under the Indenture that results in the acceleration of the maturity of the Notes.
|
•
|
falls within the range of:
|
|
remaining Principal Balance as of the 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 Cutoff Date
|
4 to 68 payments
|
|
•
|
as of the Cutoff Date, had a FICO® score of at least 620; and
|
|
•
|
as of the Cutoff Date, does not relate to a vehicle as to which the related obligor is an employee of TMCC or any of its affiliates.
|
Total Principal Balance
|
$1,813,667,857.76
|
Number of Receivables
|
69,360
|
Average Principal Balance
|
$26,148.61
|
Range of Principal Balances
|
$263.17 - $98,275.15
|
Average Original Amount Financed
|
$33,020.35
|
Range of Original Amounts Financed
|
$2,467.78 - $108,729.23
|
Weighted Average APR(1)
|
3.64%
|
Range of APRs
|
0.00% - 18.99%
|
Weighted Average Original Number of Scheduled Payments(1)
|
66.50
|
Range of Original Number of Scheduled Payments
|
12 - 72
|
Percentage of Total Principal Balance Consisting of Receivables with Original Scheduled Payments Greater Than
60 Months
|
63.10%
|
Weighted Average Remaining Number of Scheduled Payments(1)
|
56.20
|
Range of Remaining Number of Scheduled Payments
|
4 - 68
|
Weighted Average FICO® score(1) (2)
|
766
|
Range of FICO® scores(2)
|
620 - 900
|
(1) |
Weighted by Principal Balance as of the Cutoff Date.
|
(2) |
FICO® is a federally registered servicemark of Fair Isaac Corporation.
|
New vehicles
|
79.06%
|
Used vehicles
|
20.94%
|
Cars
|
28.21%
|
Crossover utility vehicles(1)
|
51.78%
|
Light-duty trucks
|
13.51%
|
Sport utility vehicles(1)
|
6.50%
|
Toyota vehicles
|
80.01%
|
Lexus vehicles
|
19.99%
|
Hybrid electric vehicles
|
20.84%
|
Plug-in hybrid electric vehicles
|
1.11%
|
Fuel cell electric vehicles
|
0.00%
|
(1) |
Vehicles categorized in this table as “crossover utility vehicles” are included in the category of “sport utility vehicles” or “minivans” in the summary characteristics for each
securitization prior to Toyota Auto Receivables 2021-B Owner Trust securitization included in Annex B, and vehicles categorized as “minivans” in the summary characteristics for each securitization prior to Toyota Auto Receivables 2021-B
Owner Trust securitization included in Annex B are categorized in this table as “crossover utility vehicles.”
|
Range of APRs
|
Number of Receivables
|
Percentage of Total Number of Receivables
|
Cutoff Date Aggregate Principal Balance
|
Percentage of Cutoff Date Aggregate Principal Balance
|
||||||||||||
0.00 - 0.99%
|
5,122
|
7.38
|
%
|
$
|
72,002,744.90
|
3.97
|
%
|
|||||||||
1.00 - 1.99%
|
11,148
|
16.07
|
277,067,426.48
|
15.28
|
||||||||||||
2.00 - 2.99%
|
21,894
|
31.57
|
628,803,663.22
|
34.67
|
||||||||||||
3.00 - 3.99%
|
10,900
|
15.72
|
308,587,973.85
|
17.01
|
||||||||||||
4.00 - 4.99%
|
8,178
|
11.79
|
209,966,793.95
|
11.58
|
||||||||||||
5.00 - 5.99%
|
5,537
|
7.98
|
145,175,013.00
|
8.00
|
||||||||||||
6.00 - 6.99%
|
2,677
|
3.86
|
72,534,729.00
|
4.00
|
||||||||||||
7.00 - 7.99%
|
1,498
|
2.16
|
39,510,462.52
|
2.18
|
||||||||||||
8.00 - 8.99%
|
865
|
1.25
|
21,943,485.26
|
1.21
|
||||||||||||
9.00 - 9.99%
|
589
|
0.85
|
14,493,987.58
|
0.80
|
||||||||||||
10.00 - 10.99%
|
335
|
0.48
|
8,694,017.93
|
0.48
|
||||||||||||
11.00 - 11.99%
|
200
|
0.29
|
4,863,711.39
|
0.27
|
||||||||||||
12.00 - 12.99%
|
159
|
0.23
|
4,657,936.62
|
0.26
|
||||||||||||
13.00 - 13.99%
|
92
|
0.13
|
1,998,832.29
|
0.11
|
||||||||||||
14.00 - 14.99%
|
77
|
0.11
|
1,601,911.52
|
0.09
|
||||||||||||
15.00 - 15.99%
|
48
|
0.07
|
980,984.87
|
0.05
|
||||||||||||
16.00 - 16.99%
|
24
|
0.03
|
424,893.12
|
0.02
|
||||||||||||
17.00 - 17.99%
|
11
|
0.02
|
236,834.09
|
0.01
|
||||||||||||
18.00 - 18.99%
|
6
|
0.01
|
122,456.17
|
0.01
|
||||||||||||
Total(1):
|
69,360
|
100.00
|
%
|
$
|
1,813,667,857.76
|
100.00
|
%
|
(1) |
Percentages may not add to 100% due to rounding.
|
Geographic Distribution
|
Number of
Receivables |
Percentage of Total Number of Receivables
|
Cutoff Date
Aggregate Principal Balance |
Percentage of Cutoff
Date Aggregate Principal Balance |
||||||||||||
Alabama
|
171
|
0.25
|
%
|
$
|
5,216,915.75
|
0.29
|
%
|
|||||||||
Alaska
|
129
|
0.19
|
3,628,451.98
|
0.20
|
||||||||||||
Arizona
|
2,100
|
3.03
|
55,249,280.93
|
3.05
|
||||||||||||
Arkansas
|
708
|
1.02
|
17,989,493.96
|
0.99
|
||||||||||||
California
|
17,790
|
25.65
|
479,889,928.81
|
26.46
|
||||||||||||
Colorado
|
1,331
|
1.92
|
34,044,594.78
|
1.88
|
||||||||||||
Connecticut
|
840
|
1.21
|
19,711,466.67
|
1.09
|
||||||||||||
Delaware
|
260
|
0.37
|
6,545,588.73
|
0.36
|
||||||||||||
District of Columbia
|
119
|
0.17
|
2,817,047.73
|
0.16
|
||||||||||||
Florida
|
1,416
|
2.04
|
43,459,334.53
|
2.40
|
||||||||||||
Georgia
|
528
|
0.76
|
17,132,392.33
|
0.94
|
||||||||||||
Idaho
|
313
|
0.45
|
7,921,761.84
|
0.44
|
||||||||||||
Illinois
|
2,817
|
4.06
|
72,488,452.26
|
4.00
|
||||||||||||
Indiana
|
689
|
0.99
|
17,369,042.51
|
0.96
|
||||||||||||
Iowa
|
354
|
0.51
|
8,318,490.43
|
0.46
|
||||||||||||
Kansas
|
385
|
0.56
|
9,348,253.64
|
0.52
|
||||||||||||
Kentucky
|
684
|
0.99
|
16,383,070.98
|
0.90
|
||||||||||||
Louisiana
|
963
|
1.39
|
25,330,831.35
|
1.40
|
||||||||||||
Maine
|
288
|
0.42
|
6,559,050.60
|
0.36
|
||||||||||||
Maryland
|
2,491
|
3.59
|
65,811,693.99
|
3.63
|
||||||||||||
Massachusetts
|
2,011
|
2.90
|
46,293,328.05
|
2.55
|
||||||||||||
Michigan
|
512
|
0.74
|
12,559,387.01
|
0.69
|
||||||||||||
Minnesota
|
1,021
|
1.47
|
23,528,920.57
|
1.30
|
||||||||||||
Mississippi
|
567
|
0.82
|
14,923,273.60
|
0.82
|
||||||||||||
Missouri
|
818
|
1.18
|
19,556,115.40
|
1.08
|
||||||||||||
Montana
|
171
|
0.25
|
3,944,681.13
|
0.22
|
||||||||||||
Nebraska
|
281
|
0.41
|
6,635,157.03
|
0.37
|
||||||||||||
Nevada
|
1,233
|
1.78
|
36,114,867.16
|
1.99
|
||||||||||||
New Hampshire
|
489
|
0.71
|
10,490,392.36
|
0.58
|
||||||||||||
New Jersey
|
2,711
|
3.91
|
69,064,982.37
|
3.81
|
||||||||||||
New Mexico
|
218
|
0.31
|
5,325,894.05
|
0.29
|
||||||||||||
New York
|
2,312
|
3.33
|
56,141,547.66
|
3.10
|
||||||||||||
North Carolina
|
537
|
0.77
|
15,920,026.63
|
0.88
|
||||||||||||
North Dakota
|
82
|
0.12
|
2,006,030.70
|
0.11
|
||||||||||||
Ohio
|
1,351
|
1.95
|
34,346,631.30
|
1.89
|
||||||||||||
Oklahoma
|
436
|
0.63
|
11,461,355.02
|
0.63
|
||||||||||||
Oregon
|
1,026
|
1.48
|
24,353,910.05
|
1.34
|
||||||||||||
Pennsylvania
|
3,302
|
4.76
|
78,946,486.91
|
4.35
|
||||||||||||
Rhode Island
|
279
|
0.40
|
6,273,518.80
|
0.35
|
||||||||||||
South Carolina
|
225
|
0.32
|
6,796,946.47
|
0.37
|
||||||||||||
South Dakota
|
76
|
0.11
|
1,949,846.97
|
0.11
|
||||||||||||
Tennessee
|
891
|
1.28
|
23,244,746.81
|
1.28
|
||||||||||||
Texas
|
8,564
|
12.35
|
241,241,073.43
|
13.30
|
||||||||||||
Utah
|
287
|
0.41
|
6,981,280.98
|
0.38
|
||||||||||||
Vermont
|
350
|
0.50
|
7,654,214.23
|
0.42
|
||||||||||||
Virginia
|
2,496
|
3.60
|
64,585,748.09
|
3.56
|
||||||||||||
Washington
|
1,297
|
1.87
|
33,794,531.17
|
1.86
|
||||||||||||
West Virginia
|
539
|
0.78
|
13,658,759.79
|
0.75
|
||||||||||||
Wisconsin
|
782
|
1.13
|
17,361,937.64
|
0.96
|
||||||||||||
Wyoming
|
120
|
0.17
|
3,297,122.58
|
0.18
|
||||||||||||
Total(2):
|
69,360
|
100.00
|
%
|
$
|
1,813,667,857.76
|
100.00
|
%
|
|||||||||
(1) |
Based solely on the mailing addresses of the Obligors.
|
(2) |
Percentages may not add to 100% due to rounding.
|
Remaining Principal Balance ($)
|
Number of Receivables
|
Percentage of Total Number of Receivables
|
Cutoff Date
Aggregate Principal Balance
|
Percentage of Cutoff Date Aggregate Principal Balance
|
||||||||||||
0.01 - 2,499.99
|
1,453
|
2.09
|
%
|
$
|
2,454,529.33
|
0.14
|
%
|
|||||||||
2,500.00 - 4,999.99
|
2,322
|
3.35
|
8,536,058.64
|
0.47
|
||||||||||||
5,000.00 - 9,999.99
|
3,864
|
5.57
|
29,605,208.59
|
1.63
|
||||||||||||
10,000.00 - 14,999.99
|
6,202
|
8.94
|
78,783,917.09
|
4.34
|
||||||||||||
15,000.00 - 19,999.99
|
9,024
|
13.01
|
158,909,159.28
|
8.76
|
||||||||||||
20,000.00 - 24,999.99
|
10,610
|
15.30
|
238,921,948.97
|
13.17
|
||||||||||||
25,000.00 - 29,999.99
|
10,809
|
15.58
|
296,957,862.84
|
16.37
|
||||||||||||
30,000.00 - 34,999.99
|
8,965
|
12.93
|
290,526,894.00
|
16.02
|
||||||||||||
35,000.00 - 39,999.99
|
6,518
|
9.40
|
242,997,717.07
|
13.40
|
||||||||||||
40,000.00 - 44,999.99
|
4,055
|
5.85
|
171,588,124.41
|
9.46
|
||||||||||||
45,000.00 - 49,999.99
|
2,424
|
3.49
|
114,517,132.24
|
6.31
|
||||||||||||
50,000.00 - 54,999.99
|
1,408
|
2.03
|
73,581,015.40
|
4.06
|
||||||||||||
55,000.00 - 59,999.99
|
839
|
1.21
|
48,001,173.56
|
2.65
|
||||||||||||
60,000.00 - 64,999.99
|
427
|
0.62
|
26,582,513.68
|
1.47
|
||||||||||||
65,000.00 - 69,999.99
|
229
|
0.33
|
15,384,906.21
|
0.85
|
||||||||||||
70,000.00 - 74,999.99
|
104
|
0.15
|
7,504,941.42
|
0.41
|
||||||||||||
75,000.00 - 79,999.99
|
52
|
0.07
|
4,030,408.18
|
0.22
|
||||||||||||
80,000.00 - 84,999.99
|
24
|
0.03
|
1,971,599.08
|
0.11
|
||||||||||||
85,000.00 or greater
|
31
|
0.04
|
2,812,747.77
|
0.16
|
||||||||||||
Total(1):
|
69,360
|
100.00
|
%
|
$
|
1,813,667,857.76
|
100.00
|
%
|
|||||||||
(1) |
Percentages may not add to 100% due to rounding.
|
Original Number
of Scheduled Payments |
Number of Receivables
|
Percentage of Total Number of Receivables
|
Cutoff Date Aggregate Principal Balance
|
Percentage of Cutoff Date Aggregate Principal Balance
|
||||||||||||
1 - 12
|
5
|
0.01
|
%
|
$
|
44,141.40
|
*
|
||||||||||
13 - 24
|
110
|
0.16
|
969,093.65
|
0.05
|
||||||||||||
25 - 36
|
1,349
|
1.94
|
18,497,814.35
|
1.02
|
||||||||||||
37 - 48
|
4,986
|
7.19
|
106,377,790.11
|
5.87
|
||||||||||||
49 - 60
|
22,354
|
32.23
|
543,284,388.94
|
29.96
|
||||||||||||
61 - 72
|
40,556
|
58.47
|
1,144,494,629.31
|
63.10
|
||||||||||||
Total(1):
|
69,360
|
100.00
|
%
|
$
|
1,813,667,857.76
|
100.00
|
%
|
|||||||||
(1) |
Percentages may not add to 100% due to rounding.
|
* |
Represents a number greater than 0.000% but less than 0.005%.
|
Remaining Number
of Scheduled Payments |
Number of Receivables
|
Percentage of Total Number of Receivables
|
Cutoff Date
Aggregate Principal Balance
|
Percentage of Cutoff Date Aggregate Principal Balance
|
||||||||||||
1 - 12
|
3,211
|
4.63
|
%
|
$
|
10,570,940.89
|
0.58
|
%
|
|||||||||
13 - 24
|
1,696
|
2.45
|
14,162,049.96
|
0.78
|
||||||||||||
25 - 36
|
3,583
|
5.17
|
53,345,266.34
|
2.94
|
||||||||||||
37 - 48
|
11,746
|
16.93
|
255,165,179.07
|
14.07
|
||||||||||||
49 - 60
|
25,576
|
36.87
|
700,885,893.09
|
38.64
|
||||||||||||
61 - 72
|
23,548
|
33.95
|
779,538,528.41
|
42.98
|
||||||||||||
Total(1):
|
69,360
|
100.00
|
%
|
$
|
1,813,667,857.76
|
100.00
|
%
|
|||||||||
(1) |
Percentages may not add to 100% due to rounding.
|
FICO® Score Range(1)
|
Number of Receivables
|
Percentage of Total Number of Receivables
|
Cutoff Date Aggregate Principal Balance
|
Percentage of Cutoff Date Aggregate Principal Balance
|
||||||||||||
620 - 650
|
1,995
|
2.88
|
%
|
$
|
56,851,214.86
|
3.13
|
%
|
|||||||||
651 - 700
|
8,505
|
12.26
|
241,915,069.60
|
13.34
|
||||||||||||
701 - 750
|
17,141
|
24.71
|
466,572,272.16
|
25.73
|
||||||||||||
751 - 800
|
17,366
|
25.04
|
451,099,523.32
|
24.87
|
||||||||||||
801 - 850
|
16,346
|
23.57
|
404,835,369.56
|
22.32
|
||||||||||||
Greater than or equal to 851
|
8,007
|
11.54
|
192,394,408.26
|
10.61
|
||||||||||||
Total(2):
|
69,360
|
100.00
|
%
|
$
|
1,813,667,857.76
|
100.00
|
%
|
|||||||||
(1) |
FICO® is a federally registered servicemark of Fair Isaac Corporation.
|
(2) |
Percentages may not add to 100% due to rounding.
|
At September 30,
|
At March 31,
|
||||||||||||
2022
|
2021
|
2022
|
2021
|
2020
|
2019
|
2018
|
|||||||
Outstanding Contracts(2)
|
3,339,779
|
3,253,701
|
3,267,466
|
3,237,181
|
3,142,143
|
3,097,464
|
3,158,375
|
||||||
Number of Accounts Past Due in the following categories
|
|||||||||||||
30 - 59 days
|
46,408
|
38,476
|
40,744
|
27,476
|
40,205
|
38,498
|
37,044
|
||||||
60 - 89 days
|
13,942
|
10,515
|
10,731
|
7,223
|
11,604
|
9,576
|
9,464
|
||||||
Over 89 days
|
12,588
|
9,394
|
10,389
|
8,500
|
12,219
|
8,240
|
8,063
|
||||||
Delinquencies as a Percentage of Contracts Outstanding(3)
|
|||||||||||||
30 - 59 days
|
1.39%
|
1.18%
|
1.25%
|
0.85%
|
1.28%
|
1.24%
|
1.17%
|
||||||
60 - 89 days
|
0.42%
|
0.32%
|
0.33%
|
0.22%
|
0.37%
|
0.31%
|
0.30%
|
||||||
Over 89 days
|
0.38%
|
0.29%
|
0.32%
|
0.26%
|
0.39%
|
0.27%
|
0.26%
|
(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.
|
For the Six Months Ended September 30,
|
For the Fiscal Years Ended March 31,
|
||||||||||||
2022
|
2021
|
2022
|
2021
|
2020
|
2019
|
2018
|
|||||||
Principal Balance Outstanding(2)
|
$70,603,963
|
$65,191,408
|
$67,146,402
|
$62,833,053
|
$56,265,888
|
$53,236,380
|
$52,760,041
|
||||||
Average Principal Balance Outstanding(3)
|
$68,875,182
|
$64,012,230
|
$64,989,727
|
$59,549,471
|
$54,751,134
|
$52,998,211
|
$51,759,691
|
||||||
Number of Contracts Outstanding
|
3,339,779
|
3,253,701
|
3,267,466
|
3,237,181
|
3,142,143
|
3,097,464
|
3,158,375
|
||||||
Average Number of Contracts Outstanding(3)
|
3,303,623
|
3,245,441
|
3,252,324
|
3,189,662
|
3,119,804
|
3,127,920
|
3,169,759
|
||||||
Number of Repossessions(4)
|
15,513
|
12,370
|
28,180
|
28,423
|
34,899
|
35,694
|
38,580
|
||||||
Number of Repossessions as a Percent of the Number of Contracts Outstanding
|
0.93%(7)
|
0.76%(7)
|
0.86%
|
0.88%
|
1.11%
|
1.15%
|
1.22%
|
||||||
Number of Repossessions as a Percent of the Average Number of Contracts Outstanding
|
0.94%(7)
|
0.76%(7)
|
0.87%
|
0.89%
|
1.12%
|
1.14%
|
1.22%
|
||||||
Gross Charge-Offs(5)
|
$181,081
|
$82,632
|
$222,023
|
$278,833
|
$352,213
|
$323,962
|
$351,634
|
||||||
Recoveries(6)
|
$25,587
|
$31,193
|
$54,989
|
$47,917
|
$49,191
|
$48,871
|
$49,567
|
||||||
Net Losses
|
$155,494
|
$51,439
|
$167,034
|
$230,916
|
$303,022
|
$275,091
|
$302,067
|
||||||
Net Losses as a Percentage of Principal Balance Outstanding
|
0.44%(7)
|
0.16%(7)
|
0.25%
|
0.37%
|
0.54%
|
0.52%
|
0.57%
|
||||||
Net Losses as a Percentage of Average Principal Balance Outstanding
|
0.45%(7)
|
0.16%(7)
|
0.26%
|
0.39%
|
0.55%
|
0.52%
|
0.58%
|
(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.
|
• |
a Delinquency Trigger occurs; and
|
• |
the required amount of Noteholders vote to direct an Asset Representations Review.
|
• |
a trade confirmation;
|
• |
an account statement;
|
• |
a letter from a broker dealer that is acceptable to the Indenture Trustee or Administrator, as applicable; or
|
• |
any other form of documentation that is acceptable to the Indenture Trustee or Administrator, as applicable.
|
• |
it 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, it has been fully and properly executed or
electronically authenticated by the parties thereto, it has been purchased by TMCC from such Dealer under an existing agreement with TMCC, and it has been validly assigned by such Dealer to TMCC;
|
• |
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 to the related transferee;
|
• |
it 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
it provides for a finance charge or yield interest at its APR, in either case calculated based on the simple interest method;
|
• |
it allows for prepayment without penalty;
|
• |
to the Seller’s knowledge, it complied in all material respects at the time it was originated with all requirements of applicable federal, state and local laws, and regulations thereunder;
|
• |
it 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;
|
• |
it is not 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;
|
• |
as of the Cutoff Date, it has not been satisfied, nor has the related Financed Vehicle been released in whole or in part from the lien granted by such Receivable;
|
• |
as of the Cutoff Date, no material provision of the Receivable has been amended, modified or waived in a manner that is prohibited by the provisions of the Sale and Servicing Agreement;
|
• |
to the Seller’s knowledge, as of the Closing Date, it is not subject to any right of rescission, setoff, counterclaim or defense, nor has any such right been asserted or threatened with respect to
such Receivable;
|
• |
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;
|
• |
the related Financed Vehicle has not been repossessed without reinstatement as of the Cutoff Date;
|
• |
the terms of such Receivable require the related Obligor to obtain and maintain physical damage insurance covering the related Financed Vehicle in accordance with TMCC’s normal requirements, and
the related Financed Vehicle was not subject to force-placed insurance;
|
• |
immediately prior to the transfer and assignment contemplated by the related Transfer and Servicing Agreement, the Seller thereof had good and marketable title to such Receivable free and clear of
all liens and rights of others (other than pursuant to the Transfer and Servicing Agreements) and, immediately upon the transfer and assignment thereof, the purchaser thereof will have good and marketable title to such Receivable, free and
clear of all liens and rights of others (other than pursuant to the Transfer and Servicing Agreements);
|
• |
it has not been originated in, and is not subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Receivable under the applicable Transfer and Servicing
Agreement or the pledge of such Receivable under the Indenture are unlawful, void or voidable, and the terms of such Receivable do not limit the right of the owner of such Receivable to sell such Receivable; and
|
• |
(A) it is being serviced by TMCC as of the Closing Date; (B) as of the Cutoff Date, it is secured by a new or used car, crossover utility vehicle, light-duty truck or sport utility vehicle; (C) it
was no more than 29 days past due as of the Cutoff Date; and (D) as of the Cutoff Date, it was not noted in the records of TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding.
|