EXHIBIT C FORM OF COMPLIANCE CERTIFICATE
EXHIBIT
C
FORM
OF COMPLIANCE CERTIFICATE
As required by Section 6.1(c) of the
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 “Agreement”), I, __________________, do hereby
certify that I am the chief financial officer of [Toyota Motor Finance
(Netherlands) B.V.] [Toyota Motor Credit Corporation] [Toyota Financial Services
(UK) PLC] [Toyota Leasing GmbH] [Toyota Credit de Puerto Rico Corp.] [Toyota
Credit Canada Inc.] [Toyota Kreditbank GmbH] (the “Company”), and further
certify on behalf of the Company that, to the best of my knowledge, no Default
(as defined in the Agreement) under the Agreement exists as of the date of this
Certificate.
Certified
this _____ day of ______________, 200_
_________________________________________
Name: ___________________________________
C-1
Form of Compliance Certificate