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Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period __________ to __________
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Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)
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Exhibit No.
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Description
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Exhibit 99.1
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Report of Independent Accountants on Applying Agreed-Upon Procedures, dated April 29, 2022.
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TOYOTA REVOLVING NOTE DEPOSITOR LLC
(Depositor)
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By:
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/s/ Scott Cooke
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Name:
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Scott Cooke
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Title:
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President, Chief Executive Officer &
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Chief Financial Officer
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The completeness, accuracy, appropriateness, quality or integrity of any of the information provided by the Responsible Party, or any other party for purposes of PwC performing the
procedures agreed to by the Specified Parties. The procedures performed would not
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PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017
T: (646) 471 3000, F: (813) 286 6000, www.pwc.com/us
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Report of Independent Accountants on Applying Agreed-Upon Procedures
TALNT 2022-1
April 29, 2022
Page 2 of 8
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necessarily reveal any material misstatement of the amounts, balances, ratios, percentages or other relationships of the information included in the data provided to us;
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The conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements;
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The value of collateral securing such assets; and
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The compliance of the originator of the assets with federal, state, and local laws and regulations.
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The interpretation of Transaction documents (including, but not limited to, indenture agreements or offering documents) included in connection with our procedures;
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Your compliance with Rule 15Ga-2 of the Securities Exchange Act of 1934;
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The reasonableness of any of the assumptions provided by the Responsible Party; and
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The adequacy of the sample size, as provided by the Responsible Party and accepted by the Specified Parties, nor do we draw any conclusions about the entire pool of retail installment auto receivables based on the sample size and results of the procedures performed.
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The phrase “compared” refers to the comparison of one or more data elements to underlying documentation.
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The phrase “recalculated” refers to a recalculation of one of more data elements using a prescribed methodology and the information provided.
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The phrase “Sample Cut-off Date” refers to March 31, 2022.
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The phrase “Sample Loans” refers to a sample of 150 retail installment auto receivables, randomly selected by PwC from the Sample Loan Data Tape (defined below). We make no representations as to the
adequacy of the sample size nor do we draw any conclusions about the entire Sample Loan Data Tape based on the sample size and results of the procedures performed.
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Report of Independent Accountants on Applying Agreed-Upon Procedures
TALNT 2022-1
April 29, 2022
Page 3 of 8
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The phrase “Original Number of Scheduled Payments Methodology” refers to methodology provided by the Company for identifying the “Original Number of Scheduled Payments” in the Origination System
(defined below). The methodology is:
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The phrase “LTV Methodology” refers to methodology provided by the Company for identifying the “Loan-to-Value” in the Origination System. The methodology is:
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The phrase “First Payment Date” refers to the date on which the first of the recurring, equal, scheduled installments is due.
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The phrase “Vehicle Model Identification Methodology” refers to methodology provided by the Company to identify the vehicle model specified on the Sample Loan Data Tape and in the Loan File (defined
below). The methodology is to use the Vehicle Model Listing (defined below) to identify the vehicle model indicated on the Sample Loan Data Tape and in the Loan File without regard to features or options (e.g., trim line packages, 4x4,
etc.), and without regard to spacing, misspelling, abbreviation, hyphenation, etc.
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The phrase “Co-obligor Identification Methodology” refers to methodology provided by the Company to identify the co-obligor value indicated in the Loan File. The methodology is:
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The phrase “Credit Score Methodology” refers to methodology provided by the Company for calculating a borrower’s credit score (“Credit Score”) using the following fields from the Sample Loan Data
Tape:
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Report of Independent Accountants on Applying Agreed-Upon Procedures
TALNT 2022-1
April 29, 2022
Page 4 of 8
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I. |
Data, Information, and Documents Provided
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1. |
Access, on April 18, 2022 through April 21, 2022, to and screenshots from the Company’s internal document management system (“DMS”), which stores origination information including contracts and
customer correspondence; the retail installment auto receivables servicing system (the “Primary Servicing System”), which includes loan level transaction history and performance information; and the receivable origination system (the
“Origination System”). The Company represents that the Origination System, the Primary Servicing System, and DMS are maintained by the Company and are their primary origination, servicing, and record keeping systems for their automobile
loans.
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(a) |
The retail installment sale contract with a Truth-In-Lending Disclosure section (the “Contract”),
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(b) |
Any correction notices to the information contained in the Contract (the “Correction Notices”) (together with the Contract, the “Loan File”),
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(c) |
Certificate of title, electronic record of title, lienholder registration, application for title, application for lien, notice of recorded lien, notice of lien application, title lien statement, lien
holder release form, confirmation of security interest (lien) perfection, Maryland notice of security interest filing, other state equivalent documents, or other evidence (including Secure Title reporting for electronic titling states)
showing security interest in the financed vehicle (the “Title Document”),
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(d) |
Screenshots from the Primary Servicing System or access to the Primary Servicing System, showing current and historical payment status including days past due categories and original loan term
information (in either case, the “ILNS Data”), and
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Screenshots from the Primary Servicing System or access to the Primary Servicing System, showing transaction history including bankruptcy, repossession or rehabilitation (in either case, the “ILTH
Data”).
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An Excel file (the “Vehicle Model Listing”), which the Company represents contains a mapping of vehicle models without regard to features or options (e.g., trim line packages, 4x4) and without regard
to spacing, misspelling, abbreviation, hyphenation, etc.
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An Excel, CSV, or text file (the “Sample Loan Data Tape”), which the Company represents contains all loans which may be included in the Transaction, were originated on or before November 30, 2021 and
includes certain attributes related to those loans as of the Sample Cut-off Date.
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II. |
Procedures Performed
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Report of Independent Accountants on Applying Agreed-Upon Procedures
TALNT 2022-1
April 29, 2022
Page 5 of 8
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A. |
For each Sample Loan, we compared the following information from the respective field on the Sample Loan Data Tape to the corresponding information in the Loan File applying the respective “Threshold
and/or Special Instructions” below, noting exceptions if differences are greater than the threshold:
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Description
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Field on Sample Loan Data Tape
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Threshold and/or Special Instructions
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1
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Account Number
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PCD_ACCT_NBR
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n/a
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2
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Contract Date
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PCD_CONTRACTDATE
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15 days
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3
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Original Principal Balance
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PCD_ORIGCOMMITMENTAMOUNT
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$5.00
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4
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Interest Rate at Origination
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PCD_APR
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Interest rate shown in the Truth-in-Lending Disclosure section of the Contract
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5
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Interest Rate as of the Sample Cut-Off Date
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6
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Interest Rate for Next Payment
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7
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Monthly Payment Amount
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PCD_PAYMENT
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$5.00
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8
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Maturity Date at Origination
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PCD_ORIGMATURITYDATE
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15 days
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9
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Vehicle Identification Number
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PCD_VIN
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n/a
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10
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State of Origination
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PCD_LOANORIGINATIONSTATE
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As stated in the address of the seller of the vehicle
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11
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New/Used
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PCD_NEWUSEDCODE
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“New” if the Contract states “Demo” or “New”,
otherwise “Used”
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12
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Vehicle Make
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PCD_VEHICLEMAKE
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“Toyota” if Contract states “Scion”
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13
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Vehicle Model Year
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PCD_MODELYEAR
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n/a
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14
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Original First Payment Date
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FIRSTPAYMENTDUEDATE
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First Payment Date definition
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15
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Vehicle Model
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PCD_VEHICLEMODEL
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Vehicle Model Identification Methodology
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16
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Co-Obligor
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COAPPLICANTFLAG
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Co-obligor Identification Methodology
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B. |
For each Sample Loan, we compared the following information from the respective field on the Sample Loan Data Tape to the corresponding information in the Origination System applying the “Threshold
and/or Special Instructions” below, noting exceptions if differences are greater than the threshold:
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Report of Independent Accountants on Applying Agreed-Upon Procedures
TALNT 2022-1
April 29, 2022
Page 6 of 8
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Description
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Field on Sample Loan Data Tape
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Threshold and/or Special Instructions
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1
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Original Number of Scheduled Payments
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NUM_PMTS
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Original Number of Scheduled Payments Methodology
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2
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Loan-to-Value
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APPL_ADV_RATIO
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0.5% and LTV Methodology
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C. |
Using the Credit Score Methodology, we recalculated each Credit Score and compared the results to the values disclosed in the “TFS_FICO” field on the Sample Loan Data Tape.
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For each Sample Loan, we compared the name of the lien holder or assignee of a security interest stated on the Title Document to the one of the following: Toyota Motor Credit Corporation, Lexus
Financial Services, Toyota Financial Services, or an acceptable variation thereof.
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E. |
For each Sample Loan, using the ILNS Data:
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(1) |
We compared the values contained in the “PD-30”, “PD-60”, and “PD-90” fields to a zero value;
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(2) |
If the “PD-30”, “PD-60”, or “PD-90” fields contained a non-zero value, and the “LAST-TRN” field contained a date on or before the Sample Cut-off Date, we:
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Compared the value contained in the “PST-DUE” field to a zero value; or
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If the “PST-DUE” field contained a non-zero value, we compared (i) the difference between the Sample Cut-off Date and the date contained in the “PST-DUE” field to (ii) a value of less than 30 days;
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If the “PD-30”, “PD-60”, or “PD-90” fields contained a non-zero value, and the “LAST-TRN” field contained a date subsequent to the Sample Cut-off Date, we compared the aggregate dollar amount of
payments as of the Sample Cut-off Date to an amount greater than or equal to the aggregate amount that would be required for the Sample Loan to be less than 30 days delinquent as of the Sample Cut-off Date. As instructed by the Company, a
Sample Loan was considered to be delinquent if less than 90% of a regularly scheduled payment was received by the due date.
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For each Sample Loan, we compared the repossession and bankruptcy status flags (“in repossession/bankruptcy” or “not in repossession/bankruptcy”) of each Sample Loan as of the Sample Cut-off Date, as
shown in the ILTH Data, to a status of “not in repossession/bankruptcy” using the ILTH Data and the following methodology provided by the Company:
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We compared the values contained in the “DESC” field of the Primary Servicing System to values other than: “036 B”, “036 R”, “036 P”, “204 A”, “204 B”, “204 C”, or “204 D” (the
“Repossession/Bankruptcy Codes”);
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Report of Independent Accountants on Applying Agreed-Upon Procedures
TALNT 2022-1
April 29, 2022
Page 7 of 8
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(2) |
If the “DESC” field contained one or more of the Repossession/Bankruptcy Codes, we compared the values contained in the “DESC” field that occur after the most recent occurrence of one of the
Repossession/Bankruptcy Codes, but on or prior to the Sample Cut-off Date, to one or more of the values: “036 X”, “204 E”, “204 F”, “204 G”, “204 H”, “204 I”, “204 J”, “204 K”, “204 L”, “204 M”, “204 N”, “204 P”, “204 Q”, “204 R”, “204
S”, or “204 V” (the “Rehabilitation Codes”).
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i) |
Rely upon this report, and any use of this report by that Non-Specified Party is its sole responsibility and at its sole and exclusive risk;
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Acquire any rights or claims against PwC, and PwC assumes no duties or obligations to such Non-Specified Party.
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Report of Independent Accountants on Applying Agreed-Upon Procedures
TALNT 2022-1
April 29, 2022
Page 8 of 8
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end