Credit Risk Retention. The Seller shall retain, either directly or through a “majority-owned affiliate” (as such term is defined in 17 CFR Part 246.2) of the Seller, an economic interest in the Receivables in accordance with 17 CFR Part 246.4, and shall not, and shall cause any such majority-owned affiliate to not, sell, pledge or hedge such interest except as is permissible under 17 CFR Part 246.12.
Credit Risk Retention. World Omni shall comply in all material respects with all requirements imposed on the “sponsor” of the “securitization transaction” (as each such term is defined in the Credit Risk Retention Rules) described in the Basic Documents in accordance with the Credit Risk Retention Rules, including its requirements to (i) retain, either directly or through a “majority-owned affiliate” (as such term is defined in the Credit Risk Retention Rules) of World Omni, the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) in such securitization transaction in accordance with the Credit Risk Retention Rules and shall not, and shall cause its affiliates to not, sell, transfer, finance, pledge or hedge such interest except as permitted under the Credit Risk Retention Rules, (ii) cause to be established and funded, in cash, the Reserve Account, as an “eligible horizontal cash reserve account” (as such term is defined in the Credit Risk Retention Rules) and (iii) satisfy the disclosure requirements set forth in the Credit Risk Retention Rules without any involvement from the underwriters.
Credit Risk Retention. As of the Determination Date, Ford Motor Credit Company LLC, through the Depositors, maintained a seller’s interest in the Trust equal to at least 5% of each series of ABS interests issued by the Trust according to Regulation RR under the Securities Exchange Act of 1934. The seller’s interest is represented by the Depositor Interest, which is required to be maintained and made available for the Series 2 Notes in an amount equal to the percentage stated below (which is the Subordinated Percentage for the Series 2 Notes) of the aggregate unpaid principal balance of the Series 2 Notes: Seller’s Interest %
Credit Risk Retention. On the Closing Date, Toyota Auto Finance Receivables LLC retained $ of the Class A-1 Notes, $ of the Class A-2a Notes, $ of the Class A-2b Notes, $ of the Class A-3 Notes, $ of the Class A-4 Notes, $ of the Class B Notes and 100% of the Certificate. Servicer’s Certificate for the Collection Period [x] through [x] for Payment Date of [x] Toyota Auto Receivables 2023-D Owner Trust Toyota Auto Finance Receivables, LLC SELLER Toyota Motor Credit Corporation SERVICER I hereby certify to the best of my knowledge that the report provided is true and correct. ___________________________________________ Name: Title: EXHIBIT B FORM OF ANNUAL CERTIFICATION Re: The Sale and Servicing Agreement, dated as of November 14, 2023 (the “Agreement”), among Toyota Auto Receivables 2023-D Owner Trust (the “Issuer”), Toyota Auto Finance Receivables LLC (“TAFR LLC” or the “Depositor”) and Toyota Motor Credit Corporation (the “Servicer”). I, ________________________________, the _______________________ [NAME OF COMPANY] (the “Company”), certify to the Issuer and the Depositor, and their officers, with the knowledge and intent that they will rely upon this certification, that:
Credit Risk Retention. World Omni shall comply in all material respects with all requirements imposed on the "sponsor" of the "securitization transaction" (as each such term is defined in the Credit Risk Retention Rules) described in the Basic Documents in accordance with the Credit Risk Retention Rules, including its requirements to (i) retain, either directly or through a “majority-owned affiliate” (as such term is defined in the Credit Risk Retention Rules) of World Omni, the "eligible horizontal residual interest" (as such term is defined in the Credit Risk Retention Rules) in such securitization transaction in accordance with the Credit Risk Retention Rules and shall not, and shall cause its affiliates to not, sell, transfer, finance, pledge or hedge such interest except as permitted under the Credit Risk Retention Rules and (ii) satisfy the disclosure requirements set forth in the Credit Risk Retention Rules without any involvement from the underwriters.
Credit Risk Retention. An economic interest in the credit risk of the Mortgage Loan is expected to be retained pursuant to the Credit Risk Retention Rules as an “eligible vertical interest” (as defined in the Credit Risk Retention Rules) in the form of the Combined VRR Interest. CREFI will act as “retaining sponsor” under, and as defined in, the Credit Risk Retention Rules. On the Closing Date, pursuant to the CREFI Trust Loan Purchase Agreement, CREFI shall receive, as partial consideration for its sale to the Depositor of 40% of the Mortgage Loan, Class VRR Certificates with an initial aggregate Certificate Balance of $4,284,000, representing approximately 40% (by principal balance) of the entire Combined VRR Interest as of the Closing Date (the “CREFI VRR Interest Portion”). On the Closing Date, pursuant to the GSMC Trust Loan Purchase Agreement, GS Bank, an “originator” (within the meaning of the Credit Risk Retention Rules) of the Mortgage Loan, shall receive, as partial consideration for its sale (through GSMC) to the Depositor of 20% of the Mortgage Loan, Uncertificated VRR Interest with an initial principal balance of $2,142,000, representing approximately 20% (by principal balance) of the entire Combined VRR Interest as of the Closing Date (the “GS Bank VRR Interest Portion”). On the Closing Date, pursuant to the BCREI Trust Loan Purchase Agreement, Barclays Bank PLC (“BBPLC”), a “majority-owned affiliate” (within the meaning of the Credit Risk Retention Rules) of BCREI (an “originator” within the meaning of the Credit Risk Retention Rules of the Mortgage Loan), shall receive, as partial consideration for BCREI’s sale to the Depositor of 20% of the Mortgage Loan, Class VRR Certificates with an initial aggregate Certificate Balance of $2,142,000, representing approximately 20% (by principal balance) of the entire Combined VRR Interest as of the Closing Date (the “BCREI VRR Interest Portion”). On the Closing Date, pursuant to the BMO Hxxxxx Trust Loan Purchase Agreement, BMO Hxxxxx, an “originator” (within the meaning of the Credit Risk Retention Rules) of the Mortgage Loan, shall receive, as partial consideration for its sale to the Depositor of 20% of the Mortgage Loan, Class VRR Certificates with an initial aggregate Certificate Balance of $2,142,000, representing approximately 20% (by principal balance) of the entire Combined VRR Interest as of the Closing Date (the “BMO Hxxxxx VRR Interest Portion”). All covenants and agreements made by the Depositor herein are for t...
Credit Risk Retention. World Omni shall comply in all material respects with all requirements imposed on the “Sponsor of a Securitization” in accordance with the Credit Risk Retention Rules, including its requirements to (i) retain, either directly or through a “majority-owned affiliate” (as such term is defined in the Credit Risk Retention Rules) of World Omni, an economic interest in the Exchange Note in accordance with the Credit Risk Retention Rules and shall not, and shall cause any such majority-owned affiliate to not, sell, pledge or hedge such interest except as permitted under the Credit Risk Retention Rules and (ii) satisfy the disclosure requirements set forth in the Credit Risk Retention Rules without any involvement from the underwriters.
Credit Risk Retention. On the Closing Date, pursuant to the VRR Interest Purchase Agreement, CGMRC is purchasing $25,222,199 of the VRR Interest for cash from the Depositor, and DBNY is purchasing $13,303,790 of the VRR Interest for cash from CGMRC, with CGMRC to retain the remaining $11,918,409 of the VRR Interest. The portion of the VRR Interest that DBNY is so purchasing from CGMRC on the Closing Date, as such portion of the VRR Interest may be exchanged pursuant to Section 5.13, is referred to in this Agreement as the “VRR2 Interest”. The portion of the VRR Interest that CGMRC is so purchasing from the Depositor on the Closing Date and thereafter continuing to retain, as such portion of the VRR Interest may be exchanged pursuant to Section 5.13, is referred to in this Agreement as the “VRR1 Interest”. On the Closing Date, the Third Party Purchaser is purchasing from the Initial Purchasers for cash the Class E, Class F and Class G Certificates. The Class E, Class F and Class G Certificates that the Third Party Purchaser is purchasing are referred to in this Agreement as the “HRR Interest”. As of the Cut-Off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $1,327,484,158. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee agree as follows:
Credit Risk Retention. On the Closing Date, Toyota Auto Finance Receivables LLC retained $ of the Class A-1 Notes, $ of the Class A-2a Notes, $ of the Class A-2b Notes, $ of the Class A-3 Notes, $ of the Class A-4 Notes, $ of the Class B Notes and 100% of the Certificate.] [To be included on each monthly Servicer’s Certificate:
Credit Risk Retention. NMAC will comply, and will cause each of its affiliates to comply, with the Credit Risk Retention Rules, as in effect from time to time, in connection with the Nissan Auto Lease Trust 2019-B transaction.
