EXHIBIT B FORM OF NOTE
EXHIBIT
B
FORM
OF NOTE
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__________,
200_
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FOR VALUE RECEIVED, the undersigned
(the “Borrower”), hereby
promises to pay, without setoff or counterclaim, to _____________________ or to
its order (the “Lender”), in
accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of each Loan from time to time made by the Lender to the
Borrower under that certain 364 Day Credit Agreement, dated as of March 6, 2009
(as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Toyota Motor
Finance (Netherlands) B.V., a corporation organized under the laws of the
Netherlands, Toyota Motor Credit Corporation, a California corporation, Toyota
Financial Services (UK) PLC, a corporation organized under the laws of England,
Toyota Leasing GmbH, a corporation organized under the laws of Germany, Toyota
Credit de Puerto Rico Corp., a corporation organized under the laws of Puerto
Rico, Toyota Credit Canada Inc., a corporation organized under the laws of
Canada, Toyota Kreditbank GmbH, a corporation organized under the laws of
Germany, the Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent, Swing Line Agent and Swing Line Lender, Banc of America
Securities LLC, Citigroup Global Markets Inc. and The Bank of Tokyo-Mitsubishi
UFJ, Ltd., as Joint Lead Arrangers and Joint Book Managers, Citibank,
N.A., as Swing Line Lender, and Citibank, N.A. and The Bank of Tokyo-Mitsubishi
UFJ, Ltd., as Syndication Agents.
The Borrower promises to pay interest
on the unpaid principal amount of each Loan from the date of such Loan until
such principal amount is paid in full, at such interest rates and at such times
as provided in the Agreement. All payments of principal and interest
shall be made to the Administrative Agent for the account of the Lender in US
Dollars in immediately available funds at the Administrative Agent’s
Office. If any amount is not paid in full when due hereunder, such
unpaid amount shall bear interest, to be paid upon demand, from the due date
thereof until the date of actual payment (and before as well as after judgment)
computed at the per annum rate set forth in the Agreement.
This Note is one of the Notes referred
to in the Agreement, is entitled to the benefits thereof and may be prepaid in
whole or in part subject to the terms and conditions provided
therein. Upon the occurrence and continuation of one or more of the
Events of Default specified in the Agreement, all amounts then remaining unpaid
on this Note shall become, or may be declared to be, immediately due and payable
all as provided in the Agreement. Loans made by the Lender shall be
evidenced by one or more loan accounts or records maintained by the Lender in
the ordinary course of business. The Lender may also attach schedules
to this Note and endorse thereon the date, amount and maturity of its Loans and
payments with respect thereto.
B-1
Form of Note
THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]
[TOYOTA
MOTOR CREDIT CORPORATION]
[TOYOTA
FINANCIAL SERVICES (UK) PLC]
[TOYOTA
KREDITBANK GMBH]
[TOYOTA
CREDIT DE PUERTO RICO CORP.]
[TOYOTA
CREDIT CANADA INC.]
[TOYOTA
LEASING GMBH]
By: ________________________________
Name: ______________________________
Title: _______________________________
B-2
Form of Note
LOANS
AND PAYMENTS WITH RESPECT THERETO
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Date
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Type
of Loan Made
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Amount
of Loan Made
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End
of Interest Period
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Amount
of Principal or Interest Paid This Date
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Outstanding
Principal Balance This Date
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Notation
Made By
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B-3
Form of Note
