Mail Stop 3561
June 19, 2006
Geri Brewster, Esq.
c/o Toyota Financial Services
19001 South Western Avenue
Torrance, California 90509
Re: Toyota Motor Credit Corporation
Toyota Auto Finance Receivables LLC
Registration Statement on Form S-3
File No. 333-134443
Filed May 24, 2006
Dear Ms. Brewster,
We have limited our review of your filing for compliance
with
Regulation AB. Please note that our limited review covers only
those
issues addressed in the comments below. Please also note that our
comments to the base prospectus and the supplement should be
applied
universally, if applicable.
Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so that we can better understand your
disclosure. After reviewing this information, we may raise
additional comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
Registration Statement on Form S-3
General
1. Please confirm that the depositor or any issuing entity
previously
established, directly or indirectly, by the depositor or any
affiliate of the depositor has been current and timely with
Exchange
Act reporting during the last twelve months with respect to asset-
backed securities involving the same asset class. Please refer to
General Instruction I.A.4. of Form S-3. Also, please provide us
with
the CIK codes for any affiliate of the depositor that has offered
a
class of asset-backed securities involving the same asset class as
this offering.
2. Please confirm that all material terms to be included in the
finalized agreements will also be disclosed in the final Rule
424(b)
prospectus, or that finalized agreements will be filed
simultaneously
with or prior to the final prospectus. Refer to Item 1100(f) of
Regulation AB.
3. Please also confirm that you will file unqualified legal and
tax
opinions at the time of each takedown.
4. Please note that a takedown off of a shelf that involves
assets,
structural features, credit enhancement or other features that
were
not described in the base prospectus will usually require either a
new registration statement, if to include additional assets, or a
post-effective amendment. Refer to Rule 409 of the Securities
Act,
which requires that the registration statement be complete at the
time of effectiveness, except for information that is not known or
reasonably available. Please confirm for us that the base
prospectus
includes all assets, credit enhancements or other structural
features
reasonably contemplated to be included in an actual takedown.
Prospectus Supplement
General
5 Please add bracketed language in the prospectus supplement to
provide form of disclosure responsive to Items 1114(b),
1115(a)(4)and
1115(b) of Regulation AB.
Cover
6 When referring to transaction parties, please use the
terminology
set out in Regulation AB. Please refer to Item 1101(f) of
Regulation
AB for the definition of issuing entity. In this regard, please
revise the disclosure in the box on the cover page to state that
that
the notes will be obligations of the "issuing entity" rather the
"trust." Refer to 1102(d) of Regulation AB.
Credit and Cash Flow Enhancements, page 7
7. Please revise to either delete or specify the references to
"other
agreements or arrangement providing for other third party payments
or
other support." Revise page 61 accordingly.
Delinquencies, Repossessions and Net Losses, page 38
8. We note that delinquent assets may be included in an asset
pool.
Please revise to include bracketed disclosure illustrating the
delinquency information you would provide, as applicable. See
Items
1111(c) and 1100(b)(1) of Regulation AB. You may also refer to
Section 1.01 of Regulation AB Telephone Interpretations available
on
our website. Additionally, please confirm that delinquent assets
will comprise less than 20% of each asset pool.
Static Pools, page S-41
9. We are unable to locate Appendix A. We suggest explicitly
incorporating the appendices into the text to remove any
misunderstanding that they are not part of the prospectus or
supplement.
Use of Proceeds, page S-41
10. We note your reference to "net proceeds." Please disclose the
amount of expenses payable from offering proceeds. Refer to Item
1107(j) of Regulation AB.
Base Prospectus
Indexed Securities, page 44
11. We note that the Indexed Securities may have payment
determined
by reference to indices including commodities and specified
stocks.
Please note that payments on securities based on the value of an
equity or commodity would not meet the definition of an asset-
backed
security under Regulation AB. Refer to Item 1101(c)(1) of
Regulation
AB and the discussion of the definition of asset-backed security
in
Section III.A.2 in SEC Release No. 33-8518. Please delete the
referenced sources or provide an analysis to explain how such
referenced sources would meet the definition of an asset-backed
security under Regulation AB.
12. In addition, please revise the base prospectus to specify all
the
indices that may be applicable to any class of securities.
Credit and Cash Flow Enhancements, page 61
13. Please delete the phrase "such other arrangements as may be
described in the related prospectus supplement." The base
prospectus
should specifically describe all structural features of the
securities. Please delete this and any other language that
indicates
additional credit enhancements may be added in the prospectus
supplements. In addition, revise the base prospectus to provide a
description of all credit enhancements. Refer to Item 1114 of
Regulation AB.
TMCC Demand Notes, page 69
14. You indicate that the characteristics of the Demand Notes may
differ from the disclosure in this section of the base prospectus.
Please note that the disclosure in the prospectus supplement
should
not contradict the disclosure in the base prospectus. Please
revise
the base prospectus to disclose all assets and structural features
that you reasonably contemplate including in the ABS offering.
Exhibits
15. When available, please provide us with a copy of your updated
servicing agreement, marked to show changes from the prior pooling
and servicing agreement, including any changes made to comply with
Regulation AB.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all the facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequately
of
the disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
If you have any questions regarding these comments, you may
contact me at (202) 551-3315.
Sincerely,
Hanna T. Teshome
Special Counsel
cc: Via Facsimile
Reed D. Auerbach, Esq.
McKee Nelson LLP
(917) 777-4299
Toyota Motor Credit Corporation
Toyota Auto Finance Receivables LLC
June 19, 2006
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