-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C7QpiLp158afBVX5izEJvTJd3KTkJyPwxxROi39igLaMWFHSjpXRsFY72y6e+Ul3 OT1vC3h1pFNTf7Pudxmx5A== 0000929638-10-000451.txt : 20100712 0000929638-10-000451.hdr.sgml : 20100712 20100712164530 ACCESSION NUMBER: 0000929638-10-000451 CONFORMED SUBMISSION TYPE: 305B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100712 DATE AS OF CHANGE: 20100712 EFFECTIVENESS DATE: 20100712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOYOTA AUTO FINANCE RECEIVABLES LLC CENTRAL INDEX KEY: 0001131131 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 334836519 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 305B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-159170 FILM NUMBER: 10948500 BUSINESS ADDRESS: STREET 1: 19001 S WESTERN AVE CITY: TORRANCE STATE: CA ZIP: 90509 BUSINESS PHONE: 3107871310 MAIL ADDRESS: STREET 1: 19001 S WESTERN AVE CITY: TORRANCE STATE: CA ZIP: 90509 305B2 1 t1.htm Form T-1



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.   20549

____________________

FORM T-1


STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE


CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

______________________________


DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)


NEW YORK

13-4941247

(Jurisdiction of Incorporation or

(I.R.S. Employer

organization if not a U.S. national bank)

Identification no.)


60 WALL STREET

NEW YORK, NEW YORK

10005

(Address of principal

(Zip Code)

executive offices)


Deutsche Bank Trust Company Americas

Attention: Lynne Malina

Legal Department

60 Wall Street, 37th Floor

New York, New York 10005

(212) 250 – 0677

(Name, address and telephone number of agent for service)

______________________________________________________


TOYOTA MOTOR CREDIT CORPORATION

(Originator of the TMCC Demand Notes and Sponsor of the Trusts described herein)

and

TOYOTA AUTO FINANCE RECEIVABLES LLC

(Depositor of the Trusts described herein)


Delaware

 

95-4836519

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)


Katherine Adkins, Esq.

c/o Toyota Motor Credit Corporation

19001 South Western Avenue

Torrance, California 90501

(310) 468-3401




Copy to:

Reed D. Auerbach, Esq.

Bingham McCutchen LLP

One Battery Park Plaza, 34th Floor

New York, New York 10004



Debt Securities

(Title of the Indenture Securities)


Toyota Auto Receivables Owner Trusts




Item   1. General Information.


Furnish the following information as to the trustee.


(a)

Name and address of each examining or supervising authority to which it is subject.


Name

Address


Federal Reserve Bank (2nd District)

New York, NY

Federal Deposit Insurance Corporation

Washington, D.C.

New York State Banking Department

Albany, NY


(b)

Whether it is authorized to exercise corporate trust powers.

Yes.


Item   2. Affiliations with Obligor.


If the obligor is an affiliate of the Trustee, describe each such affiliation.


[TO BE DETERMINED].


Item 3. -15.

Not Applicable


Item  16.

List of Exhibits.


Exhibit 1 -

Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002  - Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01.

.


Exhibit 2 -

Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.

.



Exhibit 3 -

Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-157637-01.


.


Exhibit 4 -

Existing By-Laws of Deutsche Bank  Trust Company Americas, as amended on April 15, 2002 business - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01.









Exhibit 5 -

Not applicable.


Exhibit 6 -

Consent of Bankers Trust Company required by Section 321(b) of the Act. - business - Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01.


Exhibit 7 -

The latest report of condition of Deutsche Bank Trust Company Americas dated as of March 31, 2010. Copy attached.


Exhibit 8 -

Not Applicable.


Exhibit 9 -

Not Applicable.










SIGNATURE



Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 12th day of July, 2010.


“Deutsche Bank National Trust Company for”

DEUTSCHE BANK TRUST COMPANY AMERICAS


         /s/  Mark DiGiacomo                             

By:

Mark DiGiacomo

Assistant Vice President















DEUTSCHE BANK TRUST COMPANY AMERICAS

 

FFIEC 031

Legal title of Bank

 

Page RC-1

NEW YORK

 

14

City

 

 

NY

10005

 

 

State

Zip Code

 

 

 

 

 

FDIC Certificate Number:  00623

 

 



Consolidated Report of Condition for Insured Commercial

and State-Chartered Savings Banks for March 31, 2010


All schedules are to be reported in thousands of dollars. Unless otherwise indicated,

report the amount outstanding as of the last business day of the quarter.


Schedule RC—Balance Sheet

Dollar Amounts in Thousands

RCFD

Tril | Bil | Mil | Thou

 

ASSETS

 

 

 

1.

Cash and balances due from depository institutions (from Schedule RC-A)

 

 

 

 

a.

Noninterest-bearing balances and currency and coin (1)

 

0081

369,000

1.a

 

b.

Interest-bearing balances (2)

 

0071

17,325,000

1.b

2.

Securities:

 

 

 

 

a.

Held-to-maturity securities (from Schedule RC-B, column A)

 

1754

0

2.a

 

b.

Available-for-sale securities (from Schedule RC-B, column D)

 

1773

1,858,000

2.b

3.

Federal funds sold and securities purchased under agreements to resell:

RCON

 

 

 

a.

Federal funds sold in domestic offices

 

B978

115,000

3.a

 

 

 

RCFD

 

 

 

b.

Securities purchased under agreements to resell (3)

 

B989

6,000

3.b

4.

Loans and lease financing receivables (from Schedule RC-C):

 

 

 

 

a.

Loans and leases held for sale

 

5369

0

4.a

 

b.

Loans and leases, net of unearned income

 

B528

13,486,000

 

 

4.b

 

c.

LESS: Allowance for loan and lease losses

 

3123

168,000

 

 

4.c

 

d.

Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)

 

B529

13,318,000

4.d

5.

Trading assets (from Schedule RC-D)

 

3545

6,466,000

5

6.

Premises and fixed assets (including capitalized leases)

 

2145

43,000

6

7.

Other real estate owned (from Schedule RC-M)

 

2150

17,000

7

8.

Investments in unconsolidated subsidiaries and associated companies

 

2130

0

8

9.

Direct and indirect investments in real estate ventures

 

3656

0

9

10.

Intangible assets:

 

 

 

 

a.

Goodwill

 

3163

0

10.a

 

b.

Other intangible assets (from Schedule RC-M)

 

0426

55,000

10.b

11.

Other assets (from Schedule RC-F)

 

2160

5,575,000

11

12.

Total assets (sum of items 1 through 11)

 

2170

45,147,000

12

 

 

(1)

Includes cash items in process of collection and unposted debits.

(2)

Includes time certificates of deposit not held for trading.

(3)

Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.






DEUTSCHE BANK TRUST COMPANY AMERICAS

 

FFIEC 031

Legal title of Bank

 

Page RC-2

FDIC Certificate Number:  00623

 

15


Schedule RC—Continued

Dollar Amounts in Thousands

 

Tril | Bil | Mil | Thou

 

LIABILITIES

 

 

 

 

 

 

13.

Deposits:

RCON

 

 

 

a.

In domestic offices (sum of totals of columns A and C from Schedule RC-E, Part I)

 

2200

15,769,000

13.a

 

 

(1)

Noninterest-bearing (1)

 

6631

10,228,000

 

 

13.a.1

 

 

(2)

Interest-bearing

 

6636

5,541,000

 

 

13.a.2

 

b.

In foreign offices, Edge and Agreement subsidiaries, and IBFs

RCFN

 

 

 

 

(from Schedule RC-E, part II)

 

2200

8,242,000

13.b

 

 

(1)

Noninterest-bearing

 

6631

3,074,000

 

 

13.b.1

 

 

(2)

Interest-bearing

 

6636

5,168,000

 

 

13.b.2

14.

Federal funds purchased and securities sold under agreements to repurchase:

RCON

 

 

 

a.

Federal funds purchased in domestic offices (2)

 

B993

7,899,000

14.a

 

 

RCFD

 

 

 

b.

Securities sold under agreements to repurchase (3)

 

B995

0

14.b

15.

Trading liabilities (from Schedule RC-D)

 

3548

159,000

15

16.

Other borrowed money (includes mortgage indebtedness and obligations

 

 

 

 

under capitalized leases) (from Schedule RC-M)

 

3190

1,811,000

16

17.

and 18. Not applicable

 

 

 

19.

Subordinated notes and debentures (4)

 

3200

0

19

20.

Other liabilities (from Schedule RC-G)

 

2930

2,017,000

20

21.

Total liabilities (sum of items 13 through 20)

 

2948

35,897,000

21

22.

Not applicable

 

 

 

EQUITY CAPITAL

 

 

 

 

Bank Equity Capital

 

 

 

23.

Perpetual preferred stock and related surplus

 

3838

1,500,000

23

24.

Common stock

 

3230

2,127,000

24

25.

Surplus (excludes all surplus related to preferred stock)

 

3839

583,000

25

26.

a.

Retained earnings

 

3632

4,619,000

26.a

 

b.

Accumulated other comprehensive income (5)

 

B530

17,000

26.b

 

c.

Other equity capital components (6)

 

A130

0

26.c

27.

a.

Total bank equity capital (sum of items 23 through 26.c)

 

3210

8,846,000

27.a

 

b.

Noncontrolling (minority) interests in consolidated subsidiaries

 

3000

404,000

27.b

28.

Total equity capital (sum of items 27.a and 27.b)

 

G105

9,250,000

28.

29.

Total liabilities and equity capital (sum of items 21 and 28)

 

3300

45,147,000

29

Memoranda

To be reported with the March Report of Condition.

1.

Indicate in the box at the right the number of the statement below that best describes the

 

most comprehensive level of auditing work performed for the bank by independent external

RCFD

Number

 

 

auditors as of any date during 2009

 

6724

2

M.1

1 =

Independent audit of the bank conducted in accordance with generally

4 =

Director's examination of the bank conducted in accordance with

 

accepted auditing standards by a certified public accounting firm

 

generally accepted auditing standards by a certified public

 

which submits a report on the bank

 

accounting firm (may be required by state chartering authority)

2 =

Independent audit of the bank's parent holding company conducted in

5 =

Directors' examination of the bank performed by other external

 

accordance with generally accepted auditing standards by a certified

 

auditors (may be required by state chartering authority)

 

public accounting firm which submits a report on the consolidated

6 =

Review of the bank's financial statements by external auditors

 

holding company (but not on the bank separately)

7 =

Compilation of the bank's financial statements by external auditors

3 =

Attestation on bank management's assertion on the effectiveness of the bank's

8 =

Other audit procedures (excluding tax preparation work)

 

internal control over financial reporting by a certified public accounting firm

9 =

No external audit work

To be reported with the March Report of Condition.

RCON

MM / DD

 

2.

Bank's fiscal year-end date

 

8678

12/31

M.2

 

 

 

 

 

 

(1)

Includes total demand deposits and noninterest-bearing time and savings deposits.

(2)

Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "Other borrowed money."

(3)

Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(4)

Includes limited-life preferred stock and related surplus.

(5)

Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses)

 

on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(6)

Includes treasury stock and unearned Employee Stock Ownership Plan shares.




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