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EXHIBIT
C
FORM
OF COMPLIANCE CERTIFICATE
As required by Section 6.1(c) of the
364 Day Credit Agreement, dated as of March 3, 2010 (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 Credit Corporation, a California corporation, Toyota Motor Finance
(Netherlands) B.V., a corporation organized under the laws of the Netherlands,
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, BNP Paribas, as
Administrative Agent, Swing Line Agent and Swing Line Lender, BNP Paribas
Securities Corp., Citigroup Global Markets Inc., Banc of America Securities LLC
and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Joint Lead Arrangers and Joint
Book Managers, Citibank, N.A. and Bank of America, N.A. as Swing Line Lenders
and Citibank, N.A., Bank of America, N.A. and The Bank of Tokyo-Mitsubishi UFJ,
Ltd. as Syndication Agents (the “Agreement”), I, __________________, do hereby
certify that I am a Responsible Officer of [Toyota Motor Credit Corporation]
[Toyota Motor Finance (Netherlands) B.V.] [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