Common use of Assessment of Compliance and Accountants’ Attestation Clause in Contracts

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 2020), the Servicer will: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable to the Servicer; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer whose asset pool includes receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 9 contracts

Samples: Transfer and Servicing Agreement (Verizon Owner Trust 2020-B), Omnibus Amendment (Verizon Owner Trust 2020-A), Omnibus Amendment (Verizon Owner Trust 2020-C)

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Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202018), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 8 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2018-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2018-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2018-B Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202019), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 8 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2019-C Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2019-C Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2019-B Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202024), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 7 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2024-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2024-C Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2024-C Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202021), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 7 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2021-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2021-a Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2021-a Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202022), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 7 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2022-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2022-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2022-C Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202015), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K 10-K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 6 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2015-C Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2015-C Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2015-B Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 2020), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 6 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2020-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2020-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2020-B Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202017), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 6 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2017-C Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2017-C Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2017-B Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202016), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 6 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC), Sale and Servicing Agreement (Toyota Auto Receivables 2016-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2016-C Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202019), the Servicer will: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable to the Servicer; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer whose asset pool includes receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 6 contracts

Samples: Transfer and Servicing Agreement (Verizon Owner Trust 2019-C), Transfer and Servicing Agreement (Verizon Owner Trust 2019-C), Omnibus Amendment (Verizon Owner Trust 2019-B)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202018), the Servicer will: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable to the Servicer; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer whose asset pool includes receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 4 contracts

Samples: Transfer and Servicing Agreement (Vzot 2018-A), Omnibus Amendment (Vzot 2018-A), Transfer and Servicing Agreement (Vzot 2018-A)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202023), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2023-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2023-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2023-C Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202014), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K 10-K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2014-C Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2014-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2014-a Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year during which an Indenture Series is outstanding and for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 2020)Trust, the Servicer will: (i) deliver to the IssuerTrust, the Depositor, the Administrator, the Owner TrusteeMaster Collateral Agent, the each Indenture Trustee for an Indenture Series then outstanding and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Trust and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable to the Servicer; (ii) deliver to the IssuerTrust, the Depositor, the Administrator, the Owner Trustee, the Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer Trust and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the IssuerTrust, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the IssuerTrust, deliver to the IssuerTrust, the Depositor and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the IssuerTrust, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer whose asset pool includes receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the IssuerTrust, the Depositor and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer Trust on the date of such appointment.

Appears in 4 contracts

Samples: Master Collateral Agency and Intercreditor Agreement (Verizon Master Trust), Master Collateral Agency and Intercreditor Agreement (Verizon Master Trust), Transfer and Servicing Agreement (Verizon Master Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202012), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K 10-K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2012-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2012-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2012-a Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202023), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2023-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2023-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2023-a Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 2020[________]), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K 10-K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC), Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC), Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 202020[__]), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K 10-K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC), Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC), Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202010), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K 10-K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 3 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2010-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2010-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2010-a Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 202020[_]), the Servicer will: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable to the Servicer; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer whose asset pool includes receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 3 contracts

Samples: Transfer and Servicing Agreement (Verizon ABS LLC), Transfer and Servicing Agreement (Verizon ABS LLC), Transfer and Servicing Agreement (Verizon ABS LLC)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 202020[__]), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC), Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC)

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Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202016), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2016-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2016-B Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202013), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K 10-K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2013-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2013-B Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202019), the Servicer will: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable to the Servicer; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K 10-K with respect to an asset-backed issuer whose asset pool includes receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 2 contracts

Samples: Transfer and Servicing Agreement (Verizon Owner Trust 2019-A), Transfer and Servicing Agreement (Verizon Owner Trust 2019-A)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202011), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K 10-K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2011-a Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2011-a Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202017), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2017-D Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2017-D Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 2020), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSarbxxxx-Xxxxx Act Xxx of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2020-C Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2020-C Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202010), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K 10-K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2010-C Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2010-C Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202011), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K 10-K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2011-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2011-B Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202013), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K 10-K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2013-a Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20202024), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2024-D Owner Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 202020[_]), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year during which an Indenture Series is outstanding and for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 2020)Trust, the Servicer will: (i) deliver to the IssuerTrust, the Depositor, the Administrator, the Owner TrusteeMaster Collateral Agent, the each Indenture Trustee for an Indenture Series then outstanding and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Trust and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable to the Servicer; (ii) deliver to the IssuerTrust, the Depositor, the Administrator, the Owner Trustee, the Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer Trust and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the IssuerTrust, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the IssuerTrust, deliver to the IssuerTrust, the Depositor and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. C. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the IssuerTrust, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer whose asset pool includes receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the IssuerTrust, the Depositor and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer Trust on the date of such appointment.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Verizon Master Trust)

Assessment of Compliance and Accountants’ Attestation. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 202020[ ]), the Servicer willshall: (i) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the ServicerIssuer and the Administrator concurrently with the execution of this Agreement; (ii) deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee, the Trustee and Indenture Trustee and the Rating Agencies a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. This Such attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, if any, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer, the Depositor Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10‑K with respect to an asset-backed issuer Issuer whose asset pool includes receivablesthe Receivables. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.7(a)(iii4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered by such Subservicer to the Servicer, the Issuer, the Depositor Issuer and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.7(a)(iii4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Toyota Auto Finance Receivables LLC)

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