• |
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 necessarily
|
|
PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017
|
|
T: (646) 471 3000, F: (813) 286 6000, www.pwc.com/us
|
![]() |
Report of Independent Accountants on Applying Agreed-Upon Procedures
TAOT 2025-C
July 10, 2025
Page 2 of 9
|
• |
The conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements;
|
• |
The value of collateral securing such assets; and
|
• |
The compliance of the originator of the assets with federal, state, and local laws and regulations.
|
• |
The interpretation of Transaction documents (including, but not limited to, indenture agreements or offering documents) included in connection with our procedures;
|
• |
Your compliance with Rule 15Ga-2 of the Securities Exchange Act of 1934;
|
• |
The reasonableness of any of the assumptions provided by the Responsible Party; and
|
• |
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.
|
• |
The phrase “compared” refers to the comparison of one or more data elements to underlying documentation.
|
• |
The phrase “recalculated” refers to a recalculation of one of more data elements using a prescribed methodology and the information provided.
|
• |
The phrase “Sample Cut-off Date” refers to May 31, 2025.
|
• |
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.
|
• |
The phrase “Original Number of Scheduled Payments Methodology” refers to methodology
|
![]() |
Report of Independent Accountants on Applying Agreed-Upon Procedures
TAOT 2025-C
July 10, 2025
Page 3 of 9
|
• |
The phrase “First Payment Date” refers to the date on which the first of the recurring, equal, scheduled installments is due.
|
• |
The phrase “Maturity Date Identification Methodology” refers to methodology provided by the Company to identify the value for maturity date at origination indicated in the Loan File (defined below).
The methodology is:
|
i) |
the First Payment Date as shown on the Contract, plus
|
ii) |
the number of months equal to:
|
a. |
the number of recurring, equal, scheduled installments specified on the Contract, minus
|
b. |
one.
|
• |
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. 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.
|
• |
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:
|
• |
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:
|
![]() |
Report of Independent Accountants on Applying Agreed-Upon Procedures
TAOT 2025-C
July 10, 2025
Page 4 of 9
|
I. |
Data, Information, and Documents Provided
|
1. |
Access, on June 7, 2025 through June 24, 2025, to and screenshots from the Company’s internal document management system (“DMS”) and salesforce (“CEP”), 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, DMS and CEP are maintained by the Company and are their primary origination, servicing, and record keeping systems for
their automobile loans.
|
(a) |
The retail installment sale contract with a Truth-In-Lending Disclosure section (the “Contract”),
|
(b) |
Any correction notices to the information contained in the Contract (the “Correction Notices”) (together with the Contract, the “Loan File”),
|
(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”),
|
(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
|
(e) |
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”).
|
2. |
An Excel file and email (together, 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.
|
3. |
An Excel, CSV, or text file (the “Sample Loan Data Tape”) containing 71,519 receivables, which the Company represents were originated on or before January 31, 2025 and includes certain attributes
related to those loans as of the Sample Cut-off Date.
|
![]() |
Report of Independent Accountants on Applying Agreed-Upon Procedures
TAOT 2025-C
July 10, 2025
Page 5 of 9
|
II. |
Procedures Performed
|
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:
|
Description
|
Field on Sample Loan Data Tape
|
Threshold and/or Special Instructions
|
|
1
|
Account Number
|
PCD_ACCT_NBR
|
n/a
|
2
|
Contract Date
|
PCD_CONTRACTDATE
|
15 days
|
3
|
Original Principal Balance
|
PCD_ORIGCOMMITMENTAMOUNT
|
$5.00
|
4
|
Interest Rate as of the Sample Cut-Off Date
|
PCD_APR
|
Interest rate shown in the Truth-in-Lending Disclosure section of the Contract
|
5
|
Monthly Payment Amount
|
PCD_PAYMENT
|
$5.00
|
6
|
Maturity Date at Origination
|
PCD_ORIGMATURITYDATE
|
15 days
Maturity Date Identification Methodology
|
7
|
Vehicle Identification Number
|
PCD_VIN
|
n/a
|
8
|
State of Origination
|
PCD_LOANORIGINATIONSTATE
|
As stated in the address of the seller of the vehicle
|
9
|
New/Used
|
PCD_NEWUSEDCODE
|
“New” if the Contract states “Demo” or “New”.
If the Sample Loan Data Tape indicates “New” and the Contract states “Used” and mileage on the Contract is less than 1,000 miles, then “New”, otherwise “Used”
|
10
|
Vehicle Make
|
PCD_VEHICLEMAKE
|
“Toyota” if Contract states “Scion”
|
11
|
Vehicle Model Year
|
PCD_MODELYEAR
|
n/a
|
12
|
Original First Payment Date
|
FIRSTPAYMENTDUEDATE
|
First Payment Date definition
|
![]() |
Report of Independent Accountants on Applying Agreed-Upon Procedures
TAOT 2025-C
July 10, 2025
Page 6 of 9
|
Description
|
Field on Sample Loan Data Tape
|
Threshold and/or Special Instructions
|
13
|
Vehicle Model
|
PCD_VEHICLEMODEL
|
Vehicle Model Identification Methodology
|
14
|
Co-Obligor
|
COAPPLICANTFLAG
|
Co-obligor Identification Methodology
|
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” noted below:
|
Description
|
Field on Sample Loan Data Tape
|
Threshold and/or Special Instructions
|
|
1
|
Original Number of Scheduled Payments
|
NUM_PMTS
|
Original Number of Scheduled Payments Methodology
|
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.
|
D. |
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.
|
E. |
For each Sample Loan, using the ILNS Data:
|
(1) |
We compared the values contained in the “PD-30”, “PD-60”, and “PD-90” fields to a zero value;
|
(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:
|
a. |
Compared the value contained in the “PST-DUE” field to a zero value; or
|
b. |
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;
|
(3) |
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
|
![]() |
Report of Independent Accountants on Applying Agreed-Upon Procedures
TAOT 2025-C
July 10, 2025
Page 7 of 9
|
F. |
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:
|
(1) |
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”);
|
(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”).
|
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;
|
![]() |
Report of Independent Accountants on Applying Agreed-Upon Procedures
TAOT 2025-C
July 10, 2025
Page 8 of 9
|
ii) |
Acquire any rights or claims against PwC, and PwC assumes no duties or obligations to such Non-Specified Party.
|
![]() |
Report of Independent Accountants on Applying Agreed-Upon Procedures
TAOT 2025-C
July 10, 2025
Page 9 of 9
|