Exhibit 10.1


 


EXECUTION COPY



 





 






 


Published CUSIP Numbers: [________]


[________]


 


364 DAY CREDIT AGREEMENT


(SYNDICATED FACILITY AGREEMENT)


Dated as of November 9, 2018


 


among


 


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,


and


TOYOTA FINANCE AUSTRALIA LIMITED (ABN
48 002 435 181)


as the Borrowers,


 


BNP PARIBAS,


as Administrative Agent, Swing Line Agent
and Swing Line Lender


 


and


 


The Other Lenders Party Hereto


____________________________________________


 BNP PARIBAS SECURITIES CORP.,


CITIBANK, N.A.,


JPMORGAN CHASE BANK, N.A.,


MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED, and


MUFG BANK, LTD.,


as Joint Lead Arrangers and Joint Book
Managers


_____________________________________________


 CITIBANK, N.A.,


as Syndication Agent and Swing Line Lender


______________________________________________


 BANK OF AMERICA, N.A.,


as Syndication Agent and Swing Line Lender


______________________________________________


 JPMORGAN CHASE BANK, N.A.,

as Syndication Agent and Swing Line Lender


_____________________


 MUFG BANK, LTD.,

as Syndication Agent


 


 





     


     


    

TABLE OF CONTENTS


 


Page


 








	ARTICLE I DEFINITIONS	1
	Section  1.1 Definitions	1
	Section  1.2 Other Interpretive Provisions	27
	Section  1.3 Accounting Terms	28
	Section  1.4 References to Agreements
    and Laws	28
	Section  1.5 Exchange Rates; Currency
    Equivalents	28
	Section  1.6 Additional Alternative
    Currencies	29
	Section 1.7 Change of Currency	29
	Section 1.8 Times of Day	30
	Section 1.9 Syndicated Facility Agreement	30
	ARTICLE II THE CREDITS	30
	Section 2.1 Committed Loans	30
	Section 2.2 Borrowings, Conversions and Continuations
    of Committed Loans	31
	Section 2.3 [Reserved]	34
	Section 2.4 Prepayments	34
	Section 2.5 Termination or Reduction of Commitments	35
	Section 2.6 Repayment of Loans	37
	Section 2.7 Interest	37
	Section 2.8 Fees	38
	Section 2.9 Computation of Interest and Fees	38
	Section 2.10 Evidence of Debt	39
	Section 2.11 Payments Generally	39
	Section 2.12 Sharing of Payments	42



 



     


     


    




	Section 2.13 Renewal of Revolving
    Maturity Date; Conversion to Term Loans	42
	Section 2.14 Increase in Commitments	44
	Section 2.15 [Reserved]	45
	Section 2.16 Swing Line Loans	45
	Section 2.17 Defaulting Lenders	49
	ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	51
	Section 3.1 Taxes	51
	Section 3.2 Illegality	53
	Section 3.3 Inability to Determine Rates; Reference
    Rate Replacement	55
	Section 3.4 Increased Cost and Reduced Return;
    Capital Adequacy; Reserves on Eurocurrency Rate Loans	57
	Section 3.5 Funding Losses	59
	Section 3.6 Matters Applicable to all Requests
    for Compensation	59
	ARTICLE IV CONDITIONS	60
	Section 4.1 Effectiveness	60
	Section 4.2 Conditions to all Loans	62
	ARTICLE V REPRESENTATIONS AND WARRANTIES	63
	Section  5.1 Corporate Existence and
    Power	63
	Section  5.2 Corporate and Governmental
    Authorization: No Contravention	63
	Section  5.3 Binding Effect	63
	Section  5.4 Financial Statements	63
	Section  5.5 Litigation	64
	Section  5.6 Taxes	64
	Section  5.7 Not an Investment Company	64
	Section  5.8 Disclosure	64



 



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	Section  5.9 Representations
    as to Non-US Obligors	64
	Section  5.10 Representations as to
    TCPR	65
	Section  5.11 Sanctions	65
	ARTICLE VI COVENANTS	66
	Section  6.1 Information	66
	Section  6.2 Reserved	68
	Section  6.3 Preservation and Maintenance
    of Corporate Existence	68
	Section  6.4 Compliance with Laws	68
	Section  6.5 Negative Pledge	68
	Section  6.6 Consolidations	70
	Section  6.7 Use of Proceeds	71
	ARTICLE VII DEFAULTS	72
	Section  7.1 Events of Default	72
	Section 7.2 Application of Funds	74
	ARTICLE VIII THE ADMINISTRATIVE AGENT	75
	Section 8.1 Appointment and Authorization of
    Administrative Agent	75
	Section 8.2 Delegation of Duties	75
	Section 8.3 Liability of Administrative Agent	75
	Section 8.4 Reliance by Administrative Agent	76
	Section 8.5 Notice of Default	76
	Section 8.6 Credit Decision; Disclosure of Information
    by Administrative Agent	76
	Section 8.7 Indemnification of Administrative
    Agent	77
	Section 8.8 Administrative Agent in its Individual
    Capacity	77
	Section 8.9 Successor Administrative Agent and
    Sub-Agents	78
	Section 8.10 Administrative Agent May File Proofs
    of Claim	79



 



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	Section 8.11 Other Agents, Arrangers
    and Managers	80
	Section 8.12 Canadian Sub-Agent	80
	ARTICLE IX MISCELLANEOUS	80
	Section 9.1 Amendments, Etc	80
	Section 9.2 Notices and Other Communications;
    Facsimile Copies	82
	Section 9.3 No Waiver; Cumulative Remedies	84
	Section 9.4 Attorney Costs, Expenses and Taxes	84
	Section 9.5 Indemnification by the Borrowers	85
	Section 9.6 Payments Set Aside	86
	Section 9.7 Successors and Assigns	86
	Section 9.8 Confidentiality	90
	Section 9.9 Set-off	91
	Section 9.10 Interest Rate Limitation	92
	Section 9.11 Counterparts; Electronic Execution	92
	Section 9.12 Integration	92
	Section 9.13 Survival of Representations and
    Warranties	92
	Section 9.14 Severability	92
	Section 9.15 Tax Forms	93
	Section 9.16 Australian GST	96
	Section 9.17 Replacement of Lenders	97
	Section 9.18 Governing Law	97
	Section 9.19 No Advisory or Fiduciary Responsibility	98
	Section 9.20 PATRIOT Act Notice	99
	Section 9.21 Judgment	99
	Section 9.22 Acknowledgement and Consent to Bail-In
    of EEA Financial Institutions	100


















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	Section 9.23 Waiver of Right to Trial by Jury	100


 


 





	Schedules	 
	 	 
	Schedule 2.1	Commitments and Pro Rata Shares
	Schedule 9.2	Administrative Agent’s Office, Certain Addresses for Notices
	 	 
	 	 
	Exhibits	 
	 	 
	Exhibit A-1	Form of Committed Loan Notice
	Exhibit A-2	Form of Swing Line Loan Notice
	Exhibit B	Form of Note
	Exhibit C	[Reserved]
	Exhibit D	Form of Assignment and Assumption




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364 DAY CREDIT AGREEMENT


 


THIS 364 DAY CREDIT
AGREEMENT (this “Agreement”) dated as of November 9, 2018 is made among TOYOTA MOTOR CREDIT CORPORATION, a California
corporation (“TMCC”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the
Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England
(“TFSUK”), TOYOTA LEASING GMBH, a corporation organized under the laws of Germany (“TLG”),
TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”),
TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH,
a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435
181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC,
TMFNL, TFSUK, TLG, TCPR, TCCI and TKG, the “Borrowers”), each lender from time to time party hereto (collectively,
the “Lenders” and, individually, a “Lender”), BNP PARIBAS, as Administrative Agent, Swing
Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), CITIBANK, N.A. (“Citibank”),
JPMORGAN CHASE BANK, N.A. (“JPMorgan”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (or any other
registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s
or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following
the date hereof, “MLPFS”) and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint
Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA,
JPMorgan and MUFG, as Syndication Agents.


 


WHEREAS, the Borrowers
have requested that the Lenders provide a revolving credit facility that may be converted to a term facility, and the Lenders are
willing to do so on the terms and conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section  1.1
Definitions. The following terms, as used herein, have the following meanings:


 


“Administrative
Agent” means BNP Paribas, in its capacity as Administrative Agent for the Lenders hereunder, and its successors in such
capacity and, as the context requires, includes the Canadian Sub-Agent and the Australian Sub-Agent.


 


“Administrative
Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 9.2 with respect to such


 




     
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currency, or such other address or account
with respect to such currency as the Administrative Agent may from time to time notify to the Borrowers and the Lenders.


 


“Administrative
Questionnaire” means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative
Agent and submitted to the Administrative Agent (with a copy to the Borrowers) duly completed by such Lender.


 


“Affiliate”
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly
or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings
correlative thereto.


 


“Agent-Related
Persons” means the Administrative Agent, together with its Affiliates (including, in the case of BNP Paribas in its capacity
as the Administrative Agent and a Swing Line Agent, BNPP Securities as an Arranger, BNP Paribas, acting through its Canada Branch
in its capacity as Canadian Sub-Agent, BNP Paribas London in its capacity as a Swing Line Agent, BNP Paribas, acting through its
Singapore Branch in its capacity as Australian Sub-Agent and a Swing Line Agent), and the officers, directors, employees, agents
and attorneys-in-fact of such Persons and Affiliates.


 


“Aggregate
Commitments” means (i) the Commitments of all the Lenders, (ii) when used in relation to the Tranche A Borrowers, the
Aggregate Tranche A Commitments, (iii) when used in relation to TCCI, the Aggregate Tranche B Commitments and (iv) when used in
relation to TFA, the Aggregate Tranche C Commitments.


 


“Aggregate
Tranche A Commitments” means the Tranche A Commitments of all the Tranche A Lenders.


 


“Aggregate
Tranche B Commitments” means the Tranche B Commitments of all the Tranche B Lenders; provided that in no event
shall the Aggregate Tranche B Commitments exceed US$866,800,000.


 


“Aggregate
Tranche C Commitments” means the Tranche C Commitments of all the Tranche C Lenders; provided that in no event
shall the Aggregate Tranche C Commitments exceed US$666,800,000.


 


“Agreement”
means this Credit Agreement.


 


“Alternative
Currency” means each of Euro, Sterling, Canadian Dollars and each other currency (other than US Dollars) that is approved
in accordance with Section 1.6 for Loans made to the Tranche A Borrowers or TCCI.


 


“Alternative
Currency Equivalent” means, at any time, with respect to any amount denominated in US Dollars, the equivalent amount
thereof in the applicable Alternative Currency as determined by the Administrative Agent at such time on the basis of the Spot
Rate


 




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(determined in respect of the most recent
Revaluation Date) for the purchase of such Alternative Currency with US Dollars.


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or its Subsidiaries from
time to time concerning or relating to bribery or corruption.


 


“Applicable
Agent” means, with respect to all Tranche A Loans the Administrative Agent, with respect to all Tranche B Loans, the
Canadian-Sub-Agent and with respect to all Tranche C Loans, the Australian Sub-Agent.


 


“Applicable
Percentage” means 0.020% per annum.


 


“Applicable
Rate” means (i) for Eurocurrency Rate Loans, Swing Line Loans, and Tranche C Loans, as of any day, a percentage per annum
equal to the Market Rate Spread on the Spread Determination Date in relation to such day, less the Applicable Percentage and (ii)
for Base Rate Loans or Canadian Prime Rate Loans, a rate per annum that is 100 basis points lower than the rate determined in accordance
with clause (i) above; provided that in no event shall the Applicable Rate for Base Rate Loans or Canadian Prime Rate Loans
be lower than 0.00%.


 


“Applicable
Time” means, with respect to any borrowings and payments in any Alternative Currency or Australian Dollars, the local
time in the place of settlement for such currency as may be determined by the Administrative Agent to be necessary for timely settlement
on the relevant date in accordance with normal banking procedures in the place of payment.


 


“Applicable
Tranche Lenders” means (i) with respect to the Tranche A Commitments or the Tranche A Borrowers, the Tranche A Lenders,
(ii) with respect to the Tranche B Commitments or TCCI, the Tranche B Lenders and (iii) with respect to the Tranche C Commitments
or TFA, the Tranche C Lenders.


 


“Arranger”
means any of BNPP Securities, Citibank, JPMorgan, MLPFS or MUFG, in its capacity as a joint lead arranger and a joint book manager.


 


“Assignment
and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D.


 


“Attorney
Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel and,
without duplication, the reasonable allocated cost of internal legal services and all expenses and disbursements of internal counsel.


 


“Audited Financial
Statements” means (i) for TMFNL, the audited statement of financial position of TMFNL as at, or for the fiscal year ended,
March 31, 2018 (or such later date for which audited financial statements are delivered pursuant to this Agreement) and the related
audited statement of comprehensive income, statement of changes in equity and statement of cash flows for such fiscal year, including
the notes thereto, (ii) for TCCI, the audited statement of financial position of TCCI as at, or for the fiscal year ended March
31, 2018 (or such later


 




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date for which audited
financial statements are delivered pursuant to this Agreement) and the related audited statement of income and comprehensive income,
statement of changes in equity and statement of cash flows for such fiscal year, including the notes thereto, (iii) for TCPR, the
audited balance sheet of TCPR for the fiscal year ended March 31, 2018 (or such later date for which audited financial statements
are delivered pursuant to this Agreement) and the related consolidated statement of income or operations, shareholders’ equity
and cash flows from such fiscal year, including the notes thereto, (iv) for TMCC, the audited consolidated balance sheet of TMCC
and its Subsidiaries for the fiscal year ended March 31, 2018 (or such later date for which audited financial statements are delivered
pursuant to this Agreement) and the related consolidated statement of income or operations, shareholders’ equity and cash
flows for such fiscal year of TMCC and its Subsidiaries, including the notes thereto, (v) for TFSUK and its Subsidiaries, the audited
statements of financial position of TFSUK and its Subsidiaries and of TFSUK, in each case, as at, or for the fiscal year ended,
March 31, 2018 (or such later date for which audited financial statements are delivered pursuant to this Agreement), the audited
consolidated income statement, the audited consolidated and company statements of comprehensive income, the audited consolidated
and company statements of changes in equity and the audited consolidated and company statements of cash flows for such financial
year of TFSUK and its Subsidiaries, including the notes thereto, (vi) for TKG and TLG, the audited balance sheet of each such Borrower
for the fiscal year ended March 31, 2018 (or such later date for which audited financial statements are delivered pursuant to this
Agreement) and the related statement of income or operations and shareholders’ equity for such fiscal year, including the
notes thereto (presented in each case on a consolidated basis for TKG) and (vii) for TFA and its Subsidiaries, the audited annual
financial statements of TFA for the fiscal year ended March 31, 2018 (or such later date for which audited financial statements
are delivered pursuant to this Agreement) (including a statement of comprehensive income, a statement of financial position, a
statement of changes in equity and a statement of cash flows for such fiscal year, and the notes thereto) (presented in each case
on a consolidated basis for TFA).


 


“Australian
Business Day” means a day of the year on which banks are not required or authorized by law to close in Sydney, Australia,
Singapore or New York, New York.


 


“Australian
Corporations Act” means the Corporations Act 2001 of Australia.


 


“Australian
Dollars” and “A$” each means the lawful money of Australia.


 


“Australian
Reference Bank” means BNP Paribas, Sydney Branch, Citibank and MUFG; provided if any of such banks ceases to be
a Tranche C Lender, such bank shall also cease to be an Australian Reference Bank, and a successor Australian Reference Bank shall
be chosen by the Australian Sub-Agent from the Tranche C Lenders and identified as such by notice from the Australian Sub-Agent
to TFA and the Tranche C Lenders, provided that such designated Tranche C Lender (i) has been approved by TFA to perform
such role (such approval not to be unreasonably withheld) and (ii) has agreed to perform such role.


 


“Australian
Sub-Agent” means BNP Paribas, acting through its Singapore Branch.


 




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“Australian
Sub-Agent’s Office” means the applicable Australian Sub-Agent’s address and, as appropriate, account as set
forth on Schedule 9.2, or such other address or account as such Australian Sub-Agent may from time to time notify to TFA
and the Tranche C Lenders.


 


“Australian
Swing Line Sublimit” means an amount equal to the least of (a) US$333,333,333.33, (b) the aggregate Swing Line Commitments
of the Swing Line Lenders in respect of Australian Dollars and (c) the Aggregate Commitments. The Australian Swing Line Sublimit
is part of, and not in addition to, the Swing Line Sublimit.


 


“Australian
Tax Act” means the Income Tax Assessment Act 1936 of Australia and associated regulations and, where applicable, any
replacement legislation including, but not limited to, the Income Tax Assessment Act 1997 of Australia.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability
of an EEA Financial Institution.


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 


“Bank Bill
Rate” means, for an Interest Period for each advance comprising part of the same Borrowing, an interest rate per annum
equal to (a) the rate percent per annum determined by the Australian Sub-Agent being the average bid rate for Bills (rounded up
to 4 decimal places) quoted on page “BBSY” (or any page that replaces that page) on the Reuters Monitor System at or
about 10:30 a.m. (Sydney time) on the first day of such Interest Period for a period equal to, or most closely approximating, such
Interest Period; or (b) if the Bank Bill Rate cannot be determined in accordance with clause (a) of this definition, the rate percent
per annum determined by the Australian Sub-Agent as the average of the rates quoted to the Australian Sub-Agent by each Australian
Reference Bank for the purchase of Bills accepted by such Australian Reference Bank which have a tenor equal to such Interest Period
and a face value equal to the amount of the applicable advance (it being understood that the Australian Sub-Agent shall not be
required to disclose to any party hereto any information regarding any Australian Reference Bank or any rate provided by such Australian
Reference Bank in accordance with this definition, including, without limitation, whether an Australian Reference Bank has provided
a rate or the rate provided by any individual Australian Reference Bank, and shall not make any such determination of the Bank
Bill Rate if fewer than two Australian Reference Banks provide quotes as provided in this clause (b)); provided that, if
the Bank Bill Rate would otherwise be less than zero, such Bank Bill Rate shall instead be deemed for all purposes of this Agreement
to be zero.


 


“Base Rate”
means, (a) in respect of Tranche A, for any day, a fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate
plus 1⁄2 of 1%, (ii) LIBOR applicable to US Dollars for an assumed Interest Period of one month commencing on such
day (or the most recent day, preceding such day, on which rates have been quoted for such a period), plus 1⁄2
of 1% (for the avoidance of doubt, LIBOR for any day shall be based on the rate published by Reuters (or other commercially available
source providing quotations of LIBOR as designated by


 




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the Administrative Agent from time to time)
at approximately 11:00 a.m. London time on such day) and (iii) the rate of interest in effect for such day as publicly announced
from time to time by BNP Paribas in the United States as its “prime rate”; provided that, if the Base Rate would
otherwise be less than zero, such Base Rate shall instead be deemed for all purposes of this Agreement to be zero. The “prime
rate” is a rate set by BNP Paribas based upon various factors including BNP Paribas’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above,
or below such announced rate and (b) in respect of Tranche B, for any day, the fluctuating rate per annum equal to the highest
of the rates determined in accordance with clause (a)(i), clause (a)(ii), and the rate of interest in effect for such day as publicly
announced from time to time by BNP Paribas in Canada as its “prime rate” for US Dollars. Any change in such rate announced
by BNP Paribas shall take effect at the opening of business on the day specified in the public announcement of such change.


 


“Base Rate
Committed Loan” means a Committed Loan that is a Base Rate Loan.


 


“Base Rate
Loan” means a Loan denominated in US Dollars that bears interest based on the Base Rate. All Base Rate Loans shall be
denominated in US Dollars.


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership
Regulation.


 


“Beneficial
Ownership Regulation” means 31 C.F.R. § 1010.230.


 


“Bill”
means a bill of exchange as defined in the Bills of Exchange Act 1909 of Australia.


 


“Borrower”
means any of TMCC, TMFNL, TFSUK, TLG, TCPR, TCCI, TKG or TFA, as applicable.


 


“Borrower
Materials” has the meaning specified in Section 6.1.


 


“Borrowers’
Representative” has the meaning specified in Section 9.2(e).


 


“Borrowing”
means a Committed Borrowing or a Swing Line Borrowing, as the context may require.


 


“Business
Day” means (i) any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under
the Laws of, or are in fact closed in, any of the following: the state where the Administrative Agent’s Office is located,
California, New York, and San Juan, Puerto Rico; (ii) if such day relates to any Eurocurrency Rate Loan denominated in US Dollars,
any such day on which dealings in US Dollar deposits are conducted by and between banks in the London interbank eurodollar market;
(iii) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan or Swing Line Loan denominated in Euro,
a TARGET2 Day; (iv) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan or Swing Line Loan denominated
in a currency other than US Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted
by and between


 




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banks in the London or other applicable
offshore interbank market for such currency; (v) if such day relates to any Tranche B Loan, a Canadian Business Day; and (vi) if
such day relates to any Tranche C Loan or Swing Line Loan made in Australian Dollars, an Australian Business Day.


 


“Canadian
Business Day” means a day of the year on which banks are not required or authorized by law to close in Toronto, Ontario
or in Montreal, Quebec, Canada or New York, New York.


 


“Canadian
Dollars” and “CDN$” each means the lawful money of Canada.


 


“Canadian ITA”
means the Income Tax Act (Canada) as amended.


 


“Canadian
Prime Rate” means, on any day, a fluctuating rate of interest per annum equal to the average of the rates of interest
per annum most recently announced by each Canadian Reference Bank as its reference rate of interest for loans made in Canadian
Dollars to Canadian customers and designated as such Canadian Reference Bank’s “prime rate” (a Canadian Reference
Bank’s “prime rate” being a rate set by such Canadian Reference Bank based upon various factors, including such
Canadian Reference Bank’s costs and desired returns and general economic conditions, and is used as a reference point for
pricing some loans, which may be priced at, above or below such announced rate). Any change in such rate announced by the Canadian
Sub-Agent shall take effect at the opening of business on the day specified in the public announcement of such change. Each interest
rate based upon the Canadian Prime Rate shall be adjusted simultaneously with any change in the Canadian Prime Rate; provided
that, if the Canadian Prime Rate would otherwise be less than zero, such Canadian Prime Rate shall instead be deemed for all purposes
of this Agreement to be zero.


 


“Canadian
Prime Rate Loan” means a Tranche B Loan denominated in Canadian Dollars that bears interest based on the Canadian Prime
Rate.


 


“Canadian
Reference Banks” means BNP Paribas, acting through its Canada Branch, Citibank, N.A., Canadian Branch and The Toronto
Dominion Bank.


 


“Canadian
Sub-Agent” means BNP Paribas, acting through its Canada Branch.


 


“Canadian
Sub-Agent’s Office” means, with respect to Canadian Dollars, the Canadian Sub-Agent’s address and, as appropriate,
account as set forth on Schedule 9.2, or such other address or account with respect to such currency as the Canadian Sub-Agent
may from time to time notify to TCCI and the Tranche B Lenders.


 


“CDOR”
has the meaning specified in the definition of “Eurocurrency Base Rate”.


 


“Closing Date”
means the first date all the conditions precedent in Section 4.1 are satisfied or waived in accordance with Section 4.1
(or, in the case of Section 4.1(b), waived by the Person entitled to receive the applicable payment).


 


“Code”
means the Internal Revenue Code of 1986, as amended and any successor statute.


 




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“Commitment”
means, as to each Lender, its Tranche A Commitment, its Tranche B Commitment or its Tranche C Commitment, as applicable.


 


“Commitment
Cap” means, as to each Lender, the amount set opposite its name on Schedule 2.1 as such Lender’s “Commitment
Cap” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount
may be adjusted from time to time in accordance with this Agreement.


 


“Committed
Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type and Tranche and, in the case
of Eurocurrency Rate Loans or Tranche C Loans, having the same Interest Period, made by each of the appropriate Lenders pursuant
to Section 2.1.


 


“Committed
Loan” means a Committed Tranche A Loan, a Committed Tranche B Loan or a Committed Tranche C Loan.


 


“Committed
Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other
or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.2(a), which, if in writing, shall be substantially
in the form of Exhibit A-1. A Committed Loan Notice for a Eurocurrency Rate Loan or Tranche C Loan with an Interest Period
extending beyond the Revolving Maturity Date may only be delivered concurrently with (or, in the case of (b) or (c) above, concurrently
with or subsequently to) a notice of election by such Borrower to extend the Maturity Date applicable to such Borrower to the Term
Maturity Date pursuant to Section 2.13(c).


 


“Committed
Tranche A Loan” means a loan made by a Tranche A Lender pursuant to Section 2.1(a).


 


“Committed
Tranche B Loan” means a loan made by a Tranche B Lender pursuant to Section 2.1(b).


 


“Committed
Tranche C Loan” means a loan made by a Tranche C Lender pursuant to Section 2.1(c).


 


“Consenting
Lenders” has the meaning specified in Section 2.13(b).


 


“Consolidated
Subsidiary” means, with respect to any Person, at any date any Subsidiary or other entity the accounts of which would
be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such
date.


 


“Control”
has the meaning specified in the definition of “Affiliate.”


 


“Debtor Relief
Law” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws
of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.


 




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“Default”
means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both
would, unless cured or waived, become an Event of Default.


 


“Default Excess”
means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s ratable portion of the aggregate
outstanding principal amount of the Loans of all Lenders (calculated as if all Defaulting Lenders had funded all of their respective
Defaulted Loans) over the aggregate outstanding principal amount of all Loans actually funded by such Defaulting Lender.


 


“Default Period”
means, with respect to any Defaulting Lender, the period commencing on the date of the applicable Defaulted Loan and ending on
the earlier of the following dates: (i) the date on which (a) the Default Excess with respect to such Defaulting Lender has been
reduced to zero (whether by the funding of any Defaulted Loan by such Defaulting Lender or by the non-pro-rata application of any
prepayment pursuant to Section 2.17) and (b) such Defaulting Lender shall have delivered to TMCC, the applicable Borrower
and the Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments;
and (ii) the date on which TMCC, the applicable Borrower, the Administrative Agent and the Required Lenders waive in writing all
defaults relating to the failure of such Defaulting Lender to fund.


 


“Default Rate”,
with respect to any Loan, means an interest rate equal to the interest rate (including the Applicable Rate) otherwise applicable
to such Loan plus 2% per annum, to the fullest extent permitted by applicable Laws.


 


“Defaulted
Loan” means any Loan that a Defaulting Lender has failed to make.


 


“Defaulting
Lender” means, subject to Section 2.17(c), any Lender that (a) has failed to fund any portion of the Committed
Loans (unless such Lender notifies the Administrative Agent and the applicable Borrower in writing that such position is based
on such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the
particular default, if any) has not been satisfied) or participations in Swing Line Loans required to be funded by it hereunder
within two Business Days of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative
Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, and
such failure is continuing, unless the subject of a good faith dispute, (c) has notified any Borrower or the Administrative Agent
in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations
under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good
faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding
a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (d)
has failed, within three Business Days after written request by the Administrative Agent or any Borrower, acting in good faith,
to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund
prospective Committed Loans and participations in Swing Line Loans required to be funded by it hereunder, provided that
such Lender shall cease to be a Defaulting Lender pursuant to this clause (d) upon receipt of such


 




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certification in form and substance reasonably
satisfactory to the Administrative Agent and such Borrower, or (e) is
or becomes (or whose parent company is or becomes) (i) the subject of a bankruptcy, insolvency, receivership or conservatorship
proceeding or (ii) the subject of a Bail-In Action; provided, however, that a Lender shall not be a Defaulting
Lender solely by virtue of the ownership or acquisition of any ownership interest in such Lender or parent company thereof or
the exercise of control over a Lender or parent company thereof by a governmental authority or instrumentality thereof so long
as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the
United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such governmental
authority) to reject, repudiate, disavow or disaffirm any contracts or arrangements made with such Lender. Any determination by
the Administrative Agent that a Lender is a Defaulting Lender under any one or more clauses (a) through (e) above shall be conclusive
and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(c))
upon delivery of written notice of such determination to the Borrowers, each Swing Line Lender and each Lender.


 


“Designated
Person” means a person or entity named as a “Specially Designated National and Blocked Person” on the most
current list published by OFAC at its official website, or any replacement website or a person or entity similarly named on any
Sanctions-related list officially published by the Australian Federal Government, the United Nations Security Council, the European
Union, the Federal Republic of Germany or Her Majesty's Treasury of the United Kingdom, or in each case on any replacement official
publication of such list.


 


“Dollar Equivalent”
means, at any time, (a) with respect to any amount denominated in US Dollars, such amount, and (b) with respect to any
amount denominated in any Alternative Currency or Australian Dollars, the equivalent amount thereof in US Dollars as determined
by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date)
for the purchase of US Dollars with such currency.


 


“DTTP Filing”
means an HM Revenue & Customs' Form DTTP2 duly completed and filed by TFSUK, which (i) where it relates to a UK Treaty Lender
or US LLC Lender which becomes party hereto on the date hereof, contains the scheme reference number and jurisdiction of tax residence
stated opposite that Lender's name in Schedule 2.1, and is filed with HM Revenue & Customs within 30 days of the date
of this Agreement; or (ii) where it relates to a UK Treaty Lender or US LLC Lender that is an Eligible Assignee and becomes a party
hereto after the date hereof, contains the scheme reference number and jurisdiction of tax residence stated in respect of that
Lender in the relevant Assignment and Assumption, and is filed with HM Revenue & Customs within 30 days of the date of that
Assignment and Assumption.


 


“EEA Financial
Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject
to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an
institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which
is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.


 




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“EEA Member
Country” means any of the member states of the European Union, the United Kingdom, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution
Authority” means any public administrative authority or any Person entrusted with public administrative authority of
any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Eligible
Assignee” has the meaning specified in Section 9.7(i).


 


“EMU Legislation”
means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified
European currency.


 


“Environmental
Laws” means any and all Laws relating to the environment, the effect of the environment on human health or to emissions,
discharges or releases of pollutants, contaminants, hazardous substances or wastes into the environment including, without limitation,
ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation
thereof.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.


 


“ERISA Group”
means any Borrower organized under the laws of the United States or any State thereof, the District of Columbia or Puerto Rico,
any Subsidiary of such Borrower and all members of a controlled group of corporations and all trades or businesses (whether or
not incorporated) under common control which, together with such Borrower, or any such Subsidiary, are treated as a single employer
under Section 414 of the Code.


 


“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
Person), as in effect from time to time.


 


“EURIBOR”
has the meaning specified in the definition of “Eurocurrency Base Rate”.


 


“Euro”
and “EUR” mean the lawful currency of the Participating Member States introduced in accordance with the EMU
Legislation.


 


“Eurocurrency
Base Rate” has the meaning set forth in the definition of Eurocurrency Rate.


 


“Eurocurrency
Rate” means for any Interest Period with respect to any Eurocurrency Rate Loan, a rate per annum determined by the Administrative
Agent pursuant to the following formula:


 


	Eurocurrency Rate	=	Eurocurrency Base Rate	 
	 	 	1.00 minus Eurocurrency Reserve Percentage	 


Where,


 




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“Eurocurrency
Base Rate” means, for such Interest Period, the rate per annum equal to the ICE Benchmark Administration Limited LIBOR
Rate (or the successor thereto if ICE Benchmark Administration Limited is no longer making such a rate available) (“LIBOR”),
as published by Reuters (or other commercially available source providing quotations of LIBOR as designated by the Administrative
Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest
Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period; provided that, for any Eurocurrency Rate Loan denominated in Canadian Dollars, the Eurocurrency Base
Rate shall be the rate per annum equal to the Canadian Dollar Offered Rate (“CDOR”), as published by Reuters
(or other commercially available source providing quotations of CDOR as designated by the Administrative Agent from time to time
if CDOR quotations are not published by Reuters) at or about 10:00 a.m. (Montreal time) on the first day of such Interest Period
(or if such day is not a Business Day, then on the immediately preceding Business Day with a term equivalent to such Interest Period);
provided further, that for any Eurocurrency Rate Loan denominated in Euro, the Eurocurrency Base Rate shall be the rate
per annum equal to the Euro interbank offered rate administered by the European Money Markets Institute (or the successor thereto
if the European Money Markets Institute is no longer the administrator of such rate) (“EURIBOR”), as published
by Reuters (or other commercially available source providing quotations of EURIBOR as designated by the Administrative Agent from
time to time if EURIBOR quotations are not published by Reuters) at or about 11:00 a.m., Central European time, two Business Days
prior to the commencement of such Interest Period with a term equivalent to such Interest Period. If such rate for Eurocurrency
Rate Loans (other than Eurocurrency Rate Loans denominated in Canadian Dollars) is not available at such time for any reason (other
than pursuant to any of the reasons set forth in Section 3.3(c)), then the “Eurocurrency Base Rate” for such
Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in the relevant
currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency
Rate Loan being made, continued or converted by BNP Paribas London and with a term equivalent to such Interest Period would be
offered by BNP Paribas London (or other BNP Paribas branch or Affiliate) to major banks in the London or other offshore interbank
market for such currency at their request at approximately 11:00 a.m. (London time) (or, in the case of Eurocurrency Rate Loans
denominated in Euro, at or about 11:00 a.m., Central European time) two Business Days prior to the first day of such Interest Period;
provided that, if the Eurocurrency Base Rate would otherwise be less than zero, such Eurocurrency Base Rate shall instead
be deemed for all purposes of this Agreement to be zero.


 


“Eurocurrency
Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried
out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time
to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve
requirements) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurocurrency
Rate for each outstanding Eurocurrency Rate Loan shall be adjusted


 




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automatically as of the effective
date of any change in the Eurocurrency Reserve Percentage.


 


“Eurocurrency
Rate Loan” means a Committed Loan under Tranche A or Tranche B that bears interest at a rate based on the Eurocurrency
Rate. Eurocurrency Rate Loans may be denominated in US Dollars or in an Alternative Currency. All Committed Loans denominated in
an Alternative Currency (other than Canadian Dollar Loans made under Tranche B) must be Eurocurrency Rate Loans.


 


“Event of
Default” has the meaning set forth in Section 7.1.


 


“Exempt Lender”
means a Tranche A Lender that is any of the following: (i) a Corporate Lender organized under the Laws of Puerto Rico, (ii) a Corporate
Lender organized under the Laws of a jurisdiction other than Puerto Rico that is engaged in the conduct of a trade or business
in Puerto Rico, or (iii) a Lender organized under the Laws of a jurisdiction other than Puerto Rico that is not engaged in the
conduct of a trade or business in Puerto Rico and that is not a “related person” to TCPR for purposes of Section 1092.01(a)(3)(A)
of the Puerto Rico Code by reason of the fact that such Lender does not own, directly or indirectly in accordance with the attribution
rules of Section 1092.01(a)(3)(B) of the Puerto Rico Code, 50% or more of the value of the stock of TCPR. As used in this definition,
“Corporate Lender” means a Lender that is taxable as a corporation under the Puerto Rico Code.


 


“Existing
Credit Facilities” means (a) the 364-Day Credit Agreement dated as of November 13, 2017 among TMCC, TMFNL, TFSUK, TLG,
TCPR, TCCI, TKG and TFA, the lenders party thereto, BNP Paribas, as administrative agent, swing line agent and swing line lender,
Citibank, N.A., as syndication agent and swing line lender, Bank of America, N.A., as syndication agent and swing line lender,
and the other banks and financial institutions party thereto, (b) the Three Year Credit Agreement dated as of November 13, 2017,
among TMCC, TMFNL, TFSUK, TLG, TCPR, TCCI, TKG and TFA, the lenders party thereto, BNP Paribas, as administrative agent, swing
line agent and swing line lender, Citibank, N.A., as syndication agent and swing line lender, Bank of America, N.A., as syndication
agent and swing line lender, and the other banks and financial institutions party thereto, and (c) the Five Year Credit Agreement
dated as of November 13, 2017, among TMCC, TMFNL, TFSUK, TLG, TCPR, TCCI, TKG and TFA, the lenders party thereto, BNP Paribas,
as administrative agent, swing line agent and swing line lender, Citibank, N.A., as syndication agent and swing line lender, Bank
of America, N.A., as syndication agent and swing line lender, and the other banks and financial institutions party thereto.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof,
any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreements with respect thereto and
any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement
between the U.S. and any other jurisdiction, which (in either case) facilitates the implementation of the foregoing.


 




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“Federal Funds
Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System, as published by the Federal Reserve Bank on the Business Day next succeeding such day;
provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions
on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published
on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary,
to a whole multiple of 1/100 of 1%) charged to BNP Paribas on such day on such transactions as determined by the Administrative
Agent.


 


“Fee Letters”
means the fee letters, if any, among TMCC, the Administrative Agent and any Arranger, entered into in connection with this Agreement.


 


“FEMA”
has the meaning set forth in Section 5.11.


 


“Foreign Lender”
has the meaning set forth in Section 9.15(a)(i).


 


“FRB”
means the Board of Governors of the Federal Reserve System of the United States.


 


“GAAP”
means, (i) in the case of TMCC and TCPR, generally accepted accounting principles in the United States of America set forth in
the opinions and pronouncements of the Statements and Interpretations of the Financial Accounting Standards Board, FASB Staff Positions,
Accounting Research Bulletins and Accounting Principles Board Opinions of the American Institute of Certified Public Accountants
or agencies with similar functions of comparable stature and authority within the U.S. accounting profession, which are applicable
to the circumstances as of the date of determination, including the FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles, (ii) in the case of TCCI, accounting principles generally accepted in Canada as set out
in the Canadian Institute of Chartered Accountants Handbook - Accounting at the relevant time applied on a consistent basis, with
any changes thereto or deviations therefrom that are made with the prior approval of TCCI’s independent auditors in accordance
with promulgations of the Canadian Institute of Chartered Accountants, provided that, upon conversion by TCCI, as permitted
by GAAP, to Canadian accounting standards for private enterprises or International Financial Reporting Standards, in each case,
as set out in the Canadian Institute of Chartered Accountants Handbook - Accounting, such standards for private enterprises or
International Financial Reporting Standards shall instead apply, (iii) in the case of TMFNL, International Financial Reporting
Standards (“IFRS”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”),
as adopted by the European Union and the statutory provisions of Part 9, Book 2 of the Netherlands Civil Code, (iv) in the case
of TFSUK, IFRS and IFRIC interpretations, as adopted by the European Union (or, if different, by the United Kingdom) and those
parts of the Companies Act 2006 applicable to companies reporting under IFRS, (v) in the case of TFA, generally accepted accounting
principles, standards and practices in Australia as promulgated by the Australian Accounting Standards Board from time to time
or as otherwise required by mandatory provisions of applicable Law and (vi) in the case of any other Borrower to which United States
generally accepted accounting principles are not applicable, accounting principles generally accepted in the country in which such
Borrower is organized, as adopted, recommended or


 




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declared by the applicable accounting board
or similar entity regularly determining such matters in such country, consistently applied.


 


“Governmental
Authority” means any nation or government, any state, provincial or other political subdivision thereof, any agency,
authority, instrumentality, regulatory body, central bank or other entity exercising executive, legislative, taxing, regulatory
or administrative powers or functions of or pertaining to government.


 


“Indemnified
Liabilities” has the meaning set forth in Section 9.5.


 


“Indemnitees”
has the meaning set forth in Section 9.5.


 


“Interest
Payment Date” means, (a) as to any Eurocurrency Rate Loan or Tranche C Loan, the last day of each Interest Period applicable
to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds
three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Committed Loan, any Canadian Prime Rate Loan or any Swing Line Loan, the last Business
Day of each March, June, September and December, the Revolving Maturity Date of such Loan, and, if later than the Revolving Maturity
Date, the Maturity Date applicable to the Borrower of such Loan.


 


“Interest
Period” means, (a) as to each Eurocurrency Rate Loan, the period commencing on the date such Loan is disbursed or converted
to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the
applicable Borrower in its Committed Loan Notice, (b) as to each Swing Line Loan, if applicable, the period commencing on the date
such Loan is disbursed and ending on the date that is such number of days thereafter as the applicable Borrower may elect in accordance
with Section 2.16 and (c) as to each Tranche C Loan, the period commencing on the date such Loan is disbursed or converted
to or continued as a Tranche C Loan ending on the date one, two, three or six months thereafter, as selected by TFA in its Committed
Loan Notice; provided that:


 


(i)  any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business
Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding
Business Day;


 


(ii)  any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end
of such Interest Period; and


 


(iii)  no
Interest Period for a Eurocurrency Rate Loan or Tranche C Loan shall extend beyond the Maturity Date applicable to such Borrower.


 


Notwithstanding the foregoing,
a Borrower may select an Interest Period for a Eurocurrency Rate Loan or Tranche C Loan which would end after the Revolving Maturity
Date only if it has previously delivered, or delivers concurrently with the


 




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applicable Committed Loan Notice,
an election to extend the Maturity Date to the Term Maturity Date pursuant to Section 2.13(c).


 


“IRS” means
the United States Internal Revenue Service.


 


“Laws”
means, collectively, all federal, state and local statutes, executive orders, treaties, rules, guidelines, regulations, ordinances,
codes and administrative authorities, including the interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all applicable administrative orders of any Governmental Authority.


 


“Lender”
has the meaning specified in the introductory paragraph hereto and any other Person that shall have become a party hereto pursuant
to an assignment made in accordance with Section 9.7, other than any Person that ceases to be a party hereto in accordance
with the terms hereof pursuant to such assignment, and, as the context requires, includes each Swing Line Lender.


 


“Lending Office”
means, as to any Lender, the office, offices, branch, branches, Affiliate or Affiliates of such Lender described as such in such
Lender’s Administrative Questionnaire, or such other office, offices, branch, branches, Affiliate or Affiliates as such Lender
may from time to time notify the applicable Borrower and the Administrative Agent; provided that, for the avoidance of doubt,
any action taken by an Affiliate of such Lender shall be taken on behalf of the Lender and not on such Affiliate’s own behalf.


 


“LIBOR”
has the meaning specified in the definition of “Eurocurrency Base Rate”.


 


“Loan”
means an extension of credit by a Lender to a Borrower under Article II in the form of a Committed Loan or a Swing Line
Loan, including a Loan converted to a Term Loan pursuant to Section 2.13(c).


 


“Loan Documents”
means this Agreement, each Note, and each Fee Letter.


 


“Market Rate
Spread” means TMCC’s 1-year credit default swap spread based on the End of Day mid-rate spread specified by Markit
Group Ltd., determined on the Spread Determination Date, subject to (i) at all times prior to the Term Extension Effective Date,
a minimum rate of 0.25% and a maximum rate equal to 0.75% or (ii) at all times from and after the Term Extension Effective Date,
a minimum rate of 0.50% and a maximum rate equal to 0.75%. If TMCC’s 1-year credit default swap spread, as specified by Markit
Group Ltd. is unavailable on the Spread Determination Date, then the Market Rate Spread shall be TMCC’s 1-year credit default
swap spread, as reasonably determined on such Business Day by five reference banks selected by the Administrative Agent and TMCC,
including BNPP Securities, Citibank and MUFG. If the participant banks are unable to determine TMCC’s 1-year credit default
swap spread on the Spread Determination Date, the Market Rate Spread shall be the last 1-year credit default swap spread for TMCC
reported by Markit Group Ltd.


 




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“Material
Adverse Effect” means with respect to any Borrower, a material adverse change in the business, financial position or
results of operations of such Borrower and its Consolidated Subsidiaries, considered as a whole.


 


“Maturity
Date” means, with respect to each Borrower, the Revolving Maturity Date, or if the Loans made to such Borrower are converted
to Term Loans pursuant to Section 2.13, the Term Maturity Date applicable to such Borrower.


 


“Multiemployer
Plan” means at any time an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any
member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan
years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five
year period.


 


“Note”
or “Notes” means a promissory note or promissory notes made by a Borrower in favor of a Lender evidencing Loans
made by such Lender to such Borrower, substantially in the form of Exhibit B.


 


“Obligations”
means, with respect to any Borrower, all advances to, and debts, liabilities, obligations, covenants and duties of, such Borrower
arising under any Loan Document or otherwise with respect to any Loan made to such Borrower, whether direct or indirect (including
those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest
and fees that accrue after the commencement by or against such Borrower of any proceeding under any Debtor Relief Laws naming such
Borrower as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.


 


“OFAC”
means the Office of Foreign Assets Control of the U.S. Department of the Treasury.


 


“Organization
Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or
equivalent or comparable constitutive documents with respect to any jurisdiction other than the United States or Puerto Rico);
(b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement;
and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture
or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto
filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation
or organization and, if applicable, any certificate or articles of formation or organization of such entity.


 


“Other Taxes”
means any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies
which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration
of, or otherwise with respect to, any Loan Document, excluding, however such taxes imposed as a result of an assignment
or participation (other than an assignment that occurs as a result of Borrower’s request pursuant to Section 9.17).


 




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“Outstanding
Amount” means (i) with respect to Committed Loans on any date, the aggregate outstanding principal amount after giving
effect to any borrowing and prepayments or repayments of Committed Loans occurring on such date; and (ii) with respect to Swing
Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments
or repayments of such Swing Line Loans occurring on such date.


 


“Overnight
Rate” means, for any day, (a) with respect to any amount denominated in US Dollars, the Federal Funds Rate, (b) with
respect to any amount denominated in Canadian Dollars, an overnight rate determined by the Applicable Agent in accordance with
banking industry rules on interbank compensation, (c) with respect to any amount denominated in an Alternative Currency other than
Canadian Dollars, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount
approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch
or Affiliate of BNP Paribas in the applicable offshore interbank market for such currency to major banks in such interbank market
and (d) with respect to any amount denominated in Australian Dollars, an overnight rate determined by the Administrative Agent,
the applicable Swing Line Agent or the Australian Sub-Agent, as the case may be, in accordance with banking industry rules on interbank
compensation.


 


“Participant”
has the meaning set forth in Section 9.7(d).


 


“PBGC”
means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan”
means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject
to the minimum funding standards under Section 412 of the Internal Revenue Code and either (i) is maintained, or contributed to,
by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five
years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any
Person which was at such time a member of the ERISA Group.


 


“Platform”
has the meaning specified in Section 6.1.


 


“Principal
Officer” means any of the chief executive officer, president, chief financial officer, treasurer, vice president responsible
for treasury and assistant treasurer.


 


“Pro Rata
Share” means (a) with respect to the commitments of each Applicable Tranche Lender at any time, a fraction (expressed
as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Tranche A Commitment, Tranche
B Commitment or Tranche C Commitment of such Applicable Tranche Lender at such time and the denominator of which is the amount
of the Aggregate Tranche A Commitments, Aggregate Tranche B Commitments or Aggregate Tranche C Commitments, respectively, at such
time; provided that if the commitment of each Lender to make Tranche A Loans, Tranche B Loans or Tranche C


 




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Loans, as applicable, has been terminated
pursuant to Section 7.1 or if the Loans have been converted to Term Loans pursuant to Section 2.13(c), then the Pro
Rata Share of each Applicable Tranche Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to
such termination or conversion and after giving effect to any subsequent assignments made pursuant to the terms hereof. The initial
Pro Rata Share of each Lender is set forth opposite the name of such Lender on Schedule 2.1 or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable, and (b) with respect to the aggregate Commitments of all Lenders
at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount
of such Lender’s Commitment Cap and the denominator of which is the aggregate amount of all the Lenders’ Commitment
Caps at such time.


 


“Public Lender”
has the meaning specified in Section 6.1.


 


“Puerto Rico”
means the Commonwealth of Puerto Rico.


 


“Puerto Rico
Code” means the Puerto Rico Internal Revenue Code of 2011, as
amended and any successor statute.


 


“Reference
Rate” means any of (a) LIBOR or (b) EURIBOR.


 


“Register”
has the meaning set forth in Section 9.7(c).


 


“Regulation
U” means Regulation U of the FRB, as in effect from time to time.


 


“Regulatory
Change” shall mean, with respect to any Lender, the introduction of or any change in or in the interpretation of any
Law made after the date such Lender becomes a party to this Agreement, or such Lender’s compliance therewith. For the avoidance
of doubt, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder
or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III, are deemed to have been introduced or adopted after the date hereof,
regardless of the date enacted, adopted, issued, promulgated or implemented.


 


“Request for
Loans” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice,
and (b) with respect to a Swing Line Loan, a Swing Line Loan Notice.


 


“Required
Lenders” means, (a) with respect to matters related solely to the Tranche A Borrowers, to TCCI or to TFA, respectively,
as of any date of determination, Applicable Tranche Lenders having more than 50% of the Aggregate Commitments to such Borrower
(or, in the case of the Tranche A Borrowers, all of the Tranche A Borrowers) or, if the commitment of each Lender to make Tranche
A Loans, Tranche B Loans or Tranche C Loans, as applicable, has been terminated pursuant to Section 7.1 or if the Loans
have been converted to Term Loans pursuant to Section 2.13(c), Applicable Tranche Lenders holding in the aggregate more
than 50% of the


 




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Total Outstandings applicable to Tranche
A Borrowers, to TCCI or to TFA, respectively (with the aggregate amount of each Lender’s risk participation and funded participation
in Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that the Commitment
of, and the portion of the Total Outstandings applicable to a Borrower held or deemed held by, any Defaulting Lender shall be excluded
for purposes of making a determination of Required Lenders and (b) in all other cases, Lenders having more than 50% of the aggregate
amount of all the Lenders’ Commitment Caps at such time or, to the extent the Commitments have been terminated or the Loans
have been converted to Term Loans, more than 50% of the Total Outstandings of all Loans, provided that the Commitment of,
and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making
a determination of Required Lenders.


 


“Responsible
Officer” means any of (a) the Principal Officers and (b) any other officer or representative of (i) the applicable Borrower,
authorized by the board of directors (or equivalent governing body) of the applicable Borrower or (ii) to the extent a Borrower’s
Representative is permitted pursuant to this Agreement to act on behalf of a Borrower, the applicable Borrowers’ Representative,
authorized by the board of directors (or equivalent governing body) of the applicable Borrowers’ Representative in respect
of the applicable Borrower, in each case as set forth in this clause (b) in a written notice from such Borrower or such Borrowers’
Representative on behalf of such Borrower to the Administrative Agent. The Administrative Agent may conclusively rely on each such
notice unless and until a subsequent writing shall be delivered by a Borrower or Borrowers’ Representative on behalf of a
Borrower to the Administrative Agent that identifies the prior writing that is to be superseded and stating that it is to be so
superseded. Any document delivered hereunder that is signed by a Responsible Officer of a Borrower or a Responsible Officer of
a Borrowers’ Representative on behalf of a Borrower shall be conclusively presumed to have been authorized by all necessary
corporate action on the part of such Borrower or such Borrowers’ Representative on behalf of such Borrower.


 


“Revaluation
Date” means each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative
Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.2,
(iii) each date of a Borrowing of a Tranche C Loan, (iv) each date of a continuation of a Tranche C Loan pursuant to Section 2.2,
and (v) such additional dates as the Administrative Agent shall determine or the Required Lenders shall request.


 


“Revolving
Renewal Effective Date” has the meaning specified in Section 2.13(b).


 


“Revolving
Maturity Date” means the later of (a) November 8, 2019, and (b) if maturity is extended upon the request of the Borrowers
pursuant to Section 2.13(b), such extended revolving maturity date as determined pursuant to such Section; provided,
however, that the Revolving Maturity Date of any Lender that is a non-Consenting Lender to any requested extension pursuant
to Section 2.13(b) shall be the Revolving Maturity Date in effect immediately prior to the applicable Revolving Renewal
Effective Date (as such term is defined in Section 2.13(b)) for all purposes of this Agreement.


 


“Same Day
Funds” means (a) with respect to disbursements and payments in US Dollars, immediately available funds, and (b) with
respect to disbursements and payments in an


 




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Alternative Currency, same day or other
funds as may be determined by the Administrative Agent to be customary in the place of disbursement or payment for the settlement
of international banking transactions in the relevant Alternative Currency.


 


“Sanctions”
means any economic or financial sanctions administered, enacted, imposed or enforced by the U.S. government (including, without
limitation, those administered by OFAC), the Australian Federal Government, the United Nations Security Council, the European Union,
the Federal Republic of Germany or Her Majesty’s Treasury of the United Kingdom.


 


“Schedule
I Banks” shall mean, at any time, the Lenders that are listed in Schedule I to the Bank Act (Canada) at such time.


 


“SEC”
means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“Significant
Subsidiary” means any Subsidiary which would meet the definition of “Significant Subsidiary” contained in
Regulation S-X (or similar successor provision) of the Securities and Exchange Commission.


 


“Special Notice
Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization
for Economic Cooperation and Development at such time located in North America or Europe.


 


“Spot Rate”
for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity
as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange
trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation
is made; provided that the Administrative Agent may obtain such spot rate from another financial institution designated
by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate
for any such currency.


 


“Spread Determination
Date” means the Business Day that is two Business Days prior to the day of delivery of the request to make, convert or
continue, as applicable, each Loan (and if such Loan is a Eurocurrency Rate Loan with an Interest Period longer than three months,
the Market Rate Spread shall be reset to the Market Rate Spread as reported on the Business Day that is two Business Days prior
to the day that is three months after the later of (i) the day on which such Eurocurrency Rate Loan was made, converted or continued
and (ii) the last day on which the Market Rate Spread was reset).


 


“Sterling”
and “£” mean the lawful currency of the United Kingdom.


 


“Sub-Agents”
means the Canadian Sub-Agent, the Australian Sub-Agent and each Swing Line Agent.


 


“Subsidiary”
means, as to any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting
power to elect a majority of the board of


 




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directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person; unless otherwise specified, “Subsidiary” means
a Subsidiary of a Borrower.


 


“Swing Line
Agent” means each of (a) in the case of Swing Line Loans funded in US Dollars, BNP Paribas, (b) in the case of Swing
Line Loans funded in Canadian Dollars, BNP Paribas, (c) in the case of Swing Line Loans funded in Euro, Sterling or any other Alternative
Currency, BNP Paribas London and (d) in the case of Swing Line Loans funded in Australian Dollars, BNP Paribas, acting through
its Singapore Branch.


 


“Swing Line
Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.16.


 


“Swing Line
Commitment” means, as to each Swing Line Lender and as to any currency, its obligation to make Swing Line Loans in an
aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on
Schedule 2.1 as its “Swing Line Commitment” with respect to such currency, or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance
with this Agreement.


 


“Swing Line
Lenders” means each of the Lenders that has a Swing Line Commitment on Schedule 2.1 hereto, or any successor swing
line lender hereunder.


 


“Swing Line
Loan” has the meaning specified in Section 2.16(a).


 


“Swing Line
Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.16(b), which, if in writing, shall
be substantially in the form of Exhibit A-2.


 


“Swing Line
Rate” means, (a) in respect of Swing Line Loans made in US Dollars or any Alternate Currency other than Canadian Dollars,
for any Interest Period, the sum of (i) the rate per annum determined by the applicable Swing Line Agent as the rate of interest
(rounded upward to the next 1/100th of 1%) at which deposits in the relevant currency for delivery on the first day of such Swing
Line Loan in Same Day Funds in the approximate amount of the Swing Line Loan being made by such Swing Line Agent (or its affiliate)
and with a term equivalent to such Interest Period would be offered by BNP Paribas London to major banks in the London or other
offshore interbank market for such currency at their request at approximately 11:00 a.m. (London time) (or, in the case of Swing
Line Loans made in Euro, at or about 11:00 a.m., Central European time) on the first day of such Swing Line Loan and (ii) the Applicable
Rate, (b) in the case of Swing Line Loans made in Canadian Dollars, the sum of (i) the Canadian Prime Rate and (ii) the Applicable
Rate and (c) in the case of Swing Line Loans made in Australian Dollars, for any Interest Period, the sum of (i) the rate per annum
determined by the applicable Swing Line Agent as the rate of interest (rounded upward to the next 1/100th of 1%) at which deposits
in Australian Dollars for delivery on the first day of such Swing Line Loan in Same Day Funds in the approximate amount of the
Swing Line Loan being made by such Swing Line Agent (or its affiliate) and with a term equivalent to such Interest Period would
be offered by BNP Paribas, Sydney Branch to major banks in Sydney at their request at approximately 11:00 a.m. (Sydney time) on
the first day of such Swing Line Loan and (ii) the Applicable Rate.


 




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“Swing Line
Sublimit” means an amount equal to the least of (a) US$1,250,000,000, (b) the aggregate Swing Line Commitments of the
Swing Line Lenders and (c) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate
Commitments.


 


“TARGET2 Day”
means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (or, if such payment
system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable
replacement) is open for the settlement of payments in Euro.


 


“Taxes”
means, with respect to any payment by a Borrower under this Agreement or any other Loan Document, any and all present or future
taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect
thereto (other than Other Taxes), excluding, (i) in the case of the Administrative Agent and each Lender, taxes imposed
on or measured by its net income (however denominated), and franchise and similar taxes (including branch profits taxes and backup
withholding of such taxes) imposed on it, by the jurisdiction (or any political subdivision thereof) under the Laws of which the
Administrative Agent or such Lender, as the case may be, is organized or where the Administrative Agent’s Office or a Lender’s
Lending Office is located or any other jurisdiction arising solely as
a result of such recipient engaging in a trade or business in such jurisdiction for tax purposes or otherwise having a present
or former connection with such jurisdiction (other than connections arising from such recipient having executed, delivered, become
party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in
any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document),
(ii) any (1) United States, the Netherlands or Puerto Rico withholding tax imposed on payments by the Tranche A Borrowers
under this Agreement or any other Loan Document, (2) Canadian withholding tax imposed on payments by TCCI under this Agreement
or any other Loan Document or (3) Australian withholding tax imposed on payments by TFA under this Agreement or any other Loan
Document, in the case of (1), (2) or (3) pursuant to a law in effect on the date such Lender becomes a party to this Agreement
(or designates a new Lending Office) except to the extent that, pursuant to Section 3.1, amounts with respect to such Taxes
were payable to such Lender's assignor immediately before such Lender became a party hereto (or to such Lender immediately before
it changed its Lending Office) and (iii) withholding Taxes imposed under FATCA.


 


“Term Extension
Effective Date” has the meaning specified in Section 2.13(c).


 


“Term Loan
Conversion Fee” means, with respect to any Borrower, a fee in US Dollars to be paid to the Administrative Agent on the
Term Extension Effective Date by such Borrower, for the account of each Lender in accordance with its Pro Rata Share, in an amount
equal to 0.50% of the Outstanding Amount on the Term Extension Effective Date of Loans of such Lender made to such Borrower that
are converted into Term Loans on the Term Extension Effective Date.


 


“Term Loans”
of a Borrower means each Loan made to such Borrower that is outstanding (after giving effect to any prepayments of Loans on such
date) on the date that such Borrower elects to convert such Loans to term Loans in accordance with Section 2.13(c).


 




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“Term Maturity
Date” applicable to a Borrower means the date selected by such Borrower that is no later than one year from the Revolving
Maturity Date upon conversion of the Loans made to such Borrower to Term Loans in accordance with Section 2.13(c).


 


“TMC Consolidated
Subsidiary” means, at any date, a Subsidiary or other entity the accounts of which would be consolidated with those of
Toyota Motor Corporation in its consolidated financial statements if such statements were prepared as of such date.


 


“Total Outstandings”
means (i) the aggregate Outstanding Amount of all Loans, (ii) when used in relation to the Tranche A Borrowers, the Outstanding
Amount of all Loans made to the Tranche A Borrowers, (iii) when used in relation to TCCI, the Outstanding Amount of all Loans made
to TCCI and (iv) when used in relation to TFA, the Outstanding Amount of all Loans made to TFA.


 


“Tranche A
Availability Period” means, with respect to any Lender, the period from and including the Closing Date to the earliest
of (a) the Revolving Maturity Date applicable to such Lender, (b) the date of termination of the Aggregate Tranche A Commitments
pursuant to Section 2.5, and (c) the date of termination of the commitment of each Tranche A Lender to make Loans pursuant
to Section 7.1.


 


“Tranche A
Borrowers” means TMCC, TMFNL, TFSUK, TLG, TCPR and TKG.


 


“Tranche A
Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Tranche A Borrowers pursuant
to Section 2.1(a) and (b) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.1 as its “Tranche A
Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such
amount may be adjusted from time to time in accordance with this Agreement; provided that (a) the Tranche A Commitments
available to TKG shall not exceed US$500,000,000 in the aggregate for all Lenders, (b) the Tranche A Commitments available to TCPR
shall not exceed US$333,400,000 in the aggregate for all Lenders and (c) the Tranche A Commitments available to TLG shall not exceed
US$500,000,000 in the aggregate for all Lenders.


 


“Tranche A
Facility” means the aggregate of the Tranche A Commitments.


 


“Tranche A
Lender” means each Lender that has a Tranche A Commitment on Schedule 2.1 or any Lender to which a portion of
the Tranche A Commitment hereunder has been assigned pursuant to an Assignment and Assumption.


 


“Tranche A
Loan” means an extension of credit by a Lender to a Tranche A Borrower under Article II in the form of a Committed
Loan, including a Loan converted to a Term Loan pursuant to Section 2.13(c). Tranche A Loans shall be denominated in US
Dollars or any Alternative Currency.


 


“Tranche B
Availability Period” means, with respect to any Lender, the period from and including the Closing Date to the earliest
of (a) the Revolving Maturity Date applicable to such


 




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Lender, (b) the date of termination of
the Aggregate Tranche B Commitments pursuant to Section 2.5, and (c) the date of termination of the commitment of each Tranche
B Lender to make Loans pursuant to Section 7.1.


 


“Tranche B
Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to TCCI pursuant to Section 2.1(b)
and (b) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed
the amount set forth opposite such Lender’s name on Schedule 2.1 as its “Tranche B Commitment” or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from
time to time in accordance with this Agreement.


 


“Tranche B
Facility” means the aggregate of the Tranche B Commitments.


 


“Tranche B
Lender” means each Lender that has a Tranche B Commitment on Schedule 2.1 or any Lender to which a portion of
the Tranche B Commitment hereunder has been assigned pursuant to an Assignment and Assumption.


 


“Tranche B
Loan” means an extension of credit by a Lender to TCCI under Article II in the form of a Committed Loan, including
a Loan converted to a Term Loan pursuant to Section 2.13(c). Tranche B Loans may be denominated in Canadian Dollars (as
Canadian Prime Rate Loans or Eurocurrency Rate Loans), US Dollars (as Base Rate Loans or Eurocurrency Rate Loans) or any Alternative
Currency (as Eurocurrency Rate Loans).


 


“Tranche C
Availability Period” means, with respect to any Lender, the period from and including the Closing Date to the earliest
of (a) the Revolving Maturity Date applicable to such Lender, (b) the date of termination of the Aggregate Tranche C Commitments
pursuant to Section 2.5, and (c) the date of termination of the commitment of each Tranche C Lender to make Loans pursuant
to Section 7.1.


 


“Tranche C
Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to TFA pursuant to Section 2.1(c)
and (b) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed
the amount set forth opposite such Lender’s name on Schedule 2.1 as its “Tranche C Commitment” or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from
time to time in accordance with this Agreement.


 


“Tranche C
Facility” means the aggregate of the Tranche C Commitments.


 


“Tranche C
Lender” means each Lender that has a Tranche C Commitment on Schedule 2.1 or any Lender to which a portion of
the Tranche C Commitment hereunder has been assigned pursuant to an Assignment and Assumption.


 


“Tranche C
Loan” means an extension of credit by a Lender to TFA under Article II, in the form of a Committed Loan, including
a Loan converted to a Term Loan pursuant to Section 


 




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2.13(c). Except as provided in Section
2.16(c), Tranche C Loans shall be denominated in Australian Dollars.


 


“Type”
means, with respect to a Loan, its character as a Base Rate Loan, a Canadian Prime Rate Loan, a Eurocurrency Rate Loan or a Tranche
C Loan.


 


“UK CTA”
means the United Kingdom Corporation Tax Act 2009.


 


“UK ITA”
means the United Kingdom Income Tax Act 2007.


 


“UK Qualifying
Lender” means (a) a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance
to TFSUK and is (i) a Lender: (1) which is a bank (as defined for the purpose of section 879 UK ITA) making an advance to TFSUK
under this Agreement; or (2) in respect of an advance made under this Agreement to TFSUK by a person that was a bank (as defined
for the purpose of section 879 UK ITA) at the time the advance was made, and which, with respect to (1) and (2) above, is within
the charge to United Kingdom corporation tax as regards any payment of interest made in respect of that advance or (in the case
of (1) above), which is a bank (as so designated) that would be within the charge to United Kingdom corporation tax as regards
any payment of interest made in respect of that advance apart from section 18A of the UK CTA; or (ii) a Lender which is: (1) a
company resident in the United Kingdom for United Kingdom tax purposes or (2) a company not so resident in the United Kingdom which
carries on a trade in the United Kingdom through a permanent establishment which brings into account interest payable in respect
of that advance in computing its chargeable profits (within the meaning given by section 19 of the UK CTA); or (iii) a UK Treaty
Lender or (b) a US LLC Lender.


 


“UK Qualifying
Non-Bank Lender” means a Lender which gives a UK Tax Confirmation in the Assignment and Assumption which it executes
on becoming a party to this Agreement.


 


“UK Tax Confirmation”
means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance
to TFSUK under this Agreement is either: (i) a company resident in the United Kingdom for United Kingdom tax purposes; or (ii)
a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment
and which brings into account interest payable in respect of that advance in computing its chargeable profits (within the meaning
given by section 19 of the UK CTA).


 


“UK Treaty
Lender” means a Lender which:


 


		(i)	is treated as a resident of a jurisdiction having a double taxation agreement (a “Treaty”)
with the United Kingdom which makes provision for full exemption from Tax imposed by the United Kingdom on interest; and



 


		(ii)	does not carry on business in the United Kingdom through a permanent establishment with which that
Lender’s participation in respect of a Loan to TFSUK is effectively connected; and



 




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		(iii)	is fully entitled to the benefits of the relevant Treaty (or if not so entitled, would have been
so entitled but for its failure to be so fully entitled being attributable to (x) the status of or any action or omission of TFSUK
or any affiliate thereof or to any relationship between the Lender and TFSUK or any affiliate thereof or (y) any steps taken or
to be taken pursuant to Section 9.15),



 


provided that “UK Treaty Lender”
shall mean any Lender in respect of a Loan to TFSUK, if such Lender becomes a Lender when an Event of Default has occurred and
is continuing.


 


“Unfunded
Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities
under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044
of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding
any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the
extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title
IV of ERISA.


 


“United States”
and “U.S.” each means the United States of America, including the States and the District of Columbia, but excluding
its territories and possessions.


 


“Unused Tranche
A Commitment” means, with respect to any Tranche A Lender at any time (a) such Lender’s Tranche A Commitment at
such time minus (b) the sum of (i) the aggregate principal amount of all Tranche A Loans made by such Lender and outstanding
at such time plus (ii) such Lender’s Pro Rata Share of the aggregate principal amount of all Swing Line Loans made
to the Tranche A Borrowers pursuant to Section 2.16 and outstanding at such time plus (iii) in the case of a Tranche
A Lender that is (or has an Affiliate that is) a Tranche B Lender, such Tranche B Lender’s Pro Rata Share of the Total Outstandings
applicable to TCCI plus (iv) in the case of a Tranche A Lender that is (or has an Affiliate that is) a Tranche C Lender,
such Tranche C Lender’s Pro Rata Share of the Total Outstandings applicable to TFA.


 


“US Dollars”
and “US$” each means the lawful money of the United States.


 


“US LLC Lender”
means a Lender in respect of a Loan to TFSUK which is a U.S. limited liability company that is fiscally transparent under the laws
of the United States; where the members of that Lender are the beneficial owners of the interest payable to that Lender and are
resident in the U.S. for tax purposes; and where each member of that Lender would be a UK Treaty Lender were that member a Lender
in respect of that Loan.


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


Section  1.2
Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified
herein or in such other Loan Document:


 




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(a)  The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.


 


(b)(i)The words
“herein,” “hereto,” “hereof” and “hereunder” and words
of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision
thereof.


 


(ii)  Article,
Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.


 


(iii)  The
term “including” is by way of example and not limitation.


 


(iv)  The
term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced, whether in physical or electronic form.


 


(c)  In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to but excluding;”
and the word “through” means “to and including.”


 


(d)  Section
headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation
of this Agreement or any other Loan Document.


 


Section  1.3
Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in conformity with,
and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on
a consistent basis as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial
Statements.


 


Section  1.4
References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references to Organization Documents,
agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments,
restatements, extensions, supplements and other modifications thereto; and (b) references to any Law shall include all statutory
and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.


 


Section  1.5
Exchange Rates; Currency Equivalents. (a) The Administrative Agent shall determine the Spot Rates as of each Revaluation
Date to be used for calculating Dollar Equivalent amounts of Loan and Outstanding Amounts denominated in Alternative Currencies
or Australian Dollars. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed
in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial
statements delivered by the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein,
the applicable amount of any currency (other than US Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent
amount as so determined by the Administrative Agent.


 




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(b)  Wherever
in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan,
an amount, such as a required minimum or multiple amount, is expressed in US Dollars, but such Committed Borrowing or Eurocurrency
Rate Loan is denominated in an Alternative Currency or Australian Dollars, such amount shall be the relevant Alternative Currency
Equivalent or Australian Dollar equivalent of such US Dollar amount (rounded to the nearest unit of such Alternative Currency,
with 0.5 of a unit being rounded upward), as determined by the Administrative Agent.


 


Section  1.6
Additional Alternative Currencies. (a) The Tranche A Borrowers or TCCI may from time to time request that Eurocurrency Rate
Loans be made in a currency other than those specifically listed in the definition of “Alternative Currency;” provided
that such requested currency is a lawful currency (other than US Dollars) that is readily available and freely transferable and
convertible into US Dollars. In the case of any such request with respect to the making of Eurocurrency Rate Loans, such request
shall be subject to the approval of the Administrative Agent and the Applicable Tranche Lenders.


 


(b)  Any
such request shall be made to the Administrative Agent not later than 11:00 a.m., 10 Business Days prior to the date of the desired
Committed Loan (or such other time or date as may be agreed by the Administrative Agent in its sole discretion). In the case of
any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Applicable Tranche
Lender thereof. Each such Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) shall notify the Administrative
Agent, not later than 11:00 a.m., seven Business Days after receipt of such request whether it consents, in its sole discretion,
to the making of Eurocurrency Rate Loans in such requested currency.


 


(c)  Any
failure by an Applicable Tranche Lender to respond to such request within the time period specified in the preceding sentence shall
be deemed to be a refusal by such Lender to permit Eurocurrency Rate Loans to be made in such requested currency for the applicable
tranche. If the Administrative Agent and all the Applicable Tranche Lenders consent to making Eurocurrency Rate Loans in such requested
currency under the applicable tranche, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon
be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Committed Borrowings of Eurocurrency Rate
Loans under such tranche. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under
this Section 1.6, the Administrative Agent shall promptly so notify the Borrowers.


 


Section 1.7 Change
of Currency. (a) Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member
state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro
at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state,
the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention
or practice in the European Union interbank market for the basis of accrual of interest in respect of the Euro, such expressed
basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as
its lawful currency; provided that if any Committed Borrowing in the currency of such member state is outstanding immediately
prior to such date, such


 




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replacement shall take effect, with respect
to such Committed Borrowing, at the end of the then current Interest Period.


 


(b)  Each
provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time
to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant
market conventions or practices relating to the Euro.


 


(c)  Each
provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from
time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions
or practices relating to the change in currency.


 


Section 1.8 Times
of Day. Unless otherwise specified, all references herein to times of day shall be references to Central time (daylight or
standard, as applicable).


 


Section 1.9 Syndicated
Facility Agreement. The parties agree that this Agreement is a ‘syndicated facility agreement’ for the purposes
of section 128F of the Australian Tax Act.


 


ARTICLE II


 


THE CREDITS


 


Section 2.1 Committed
Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender severally agrees to make loans in US
Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche A Loan”) to the Tranche
A Borrowers from time to time, on any Business Day during the Tranche A Availability Period, in an amount not to exceed the amount
of such Lender’s Unused Tranche A Commitment at such time. Within the limits of each Lender’s Unused Tranche A Commitment,
and subject to the other terms and conditions hereof, the Tranche A Borrowers may borrow under this Section 2.1(a), prepay
under Section 2.4, and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section
2.1(a). Committed Tranche A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.


 


(b)  Subject
to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans to TCCI in US Dollars or in
one or more Alternative Currencies (each such loan, a “Committed Tranche B Loan”), on any Business Day during
the Tranche B Availability Period of such Tranche B Lender, in an aggregate amount not to exceed at any time outstanding the amount
of such Lender’s Tranche B Commitment; provided, however, that after giving effect to any Committed Borrowing
made by the Tranche B Lenders, (i) the Total Outstandings applicable to TCCI shall not exceed the Aggregate Tranche B Commitments,
and (ii) the aggregate Outstanding Amount of the Committed Tranche B Loans of any Tranche B Lender plus such Lender’s
ratable share of the Outstanding Amount of all Swing Line Loans made to TCCI shall not exceed such Lender’s Tranche B Commitment.
Within the limits of each Lender’s Tranche B Commitment, and subject to the other terms and conditions hereof, TCCI


 




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may borrow under this Section 2.1(b),
prepay under Section 2.4, and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section
2.1(b). Committed Tranche B Loans may be Base Rate Loans, Eurocurrency Rate Loans or Canadian Prime Rate Loans, as further
provided herein.


 


(c)  Subject
to the terms and conditions set forth herein, each Tranche C Lender severally agrees to make loans in Australian Dollars (each
such loan, a “Committed Tranche C Loan”) to TFA on any Business Day during the Tranche C Availability Period,
in an aggregate amount not to exceed at any time the amount of such Lender’s Tranche C Commitment; provided, however,
that after giving effect to any Committed Borrowing made by the Tranche C Lenders, (i) the Total Outstandings applicable to TFA
shall not exceed the Aggregate Tranche C Commitments, and (ii) the aggregate Outstanding Amount of the Committed Tranche C Loans
of any Tranche C Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to
TFA plus, in the case of a Tranche C Lender that is, or has an Affiliate that is, a Swing Line Lender having a Swing Line
Commitment in Australian Dollars and without duplication, such Lender’s (or Affiliate’s) Swing Line Loans made to TFA
shall not exceed such Lender’s Tranche C Commitment. Within the limits of each Lender’s Tranche C Commitment, and subject
to the other terms and conditions hereof, TFA may borrow under this Section 2.1(c), prepay under Section 2.4, and,
unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.1(c).


 


(d)  After
giving effect to Committed Loans made pursuant to this Section 2.1, the aggregate Outstanding Amount of all Loans made by
such Lender or its Affiliates shall not exceed such Lender’s Commitment Cap.


 


Section 2.2 Borrowings,
Conversions and Continuations of Committed Loans.


 


(a)  Each
Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate
Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative
Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given
by telephone. Each such notice must be received by the Applicable Agent not later than 12:00 noon (Central time) in the case of
Tranche A Loans, 11:00 a.m. (Central time) in the case of Tranche B Loans, and 11:00 a.m. (Central time) in the case of Tranche
C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency
Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars,
(ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any
Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the
requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion
of Eurocurrency Rate Loans to, Base Rate Committed Loans, and (v) on the requested date of any Borrowing of Canadian Prime Rate
Loans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the
Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person
designated in writing by a Responsible Officer of such Borrower to the


 




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Applicable Agent. Each Borrowing of, conversion
to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche
C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent
thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or
any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the
“public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y)
for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000
in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess
thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting
a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans
or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed
Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest
Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA)
fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made
in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such
Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made
as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of
Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans;
provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated
in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original
currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last
day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests
a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify
an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation
of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified
an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different
currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.


 


Notwithstanding the foregoing, if after
giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be
less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent
TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of
TKG (which consent may be waived only by TKG).


 




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(b)  Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof
and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion
or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details
of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars,
in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the
amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed
Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the
Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the
Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than
1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable
Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars,
in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable
Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent,
the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas
with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.


 


(c)  Except
as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period
for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued
as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders,
and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative
Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then
current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the
last day of an Interest Period for such Tranche C Loan.


 


(d)  The
Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable
to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency
Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly
notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination
of such interest rate. The determination of the Bank Bill Rate by the Australian Sub-Agent shall be conclusive in the absence of
manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower
and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following
the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the


 




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Canadian Sub-Agent shall notify TCCI and
the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian
Reference Bank’s “prime rate” by any Canadian Reference Bank.


 


(e)  After
giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations
of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed
Loans.


 


(f)  Each
Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans;
provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans
in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase
the Borrower’s obligations under Section 3.1 or Section 3.4.


 


Section 2.3 [Reserved].


 


Section 2.4 Prepayments.


 


(a)  The
Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Canadian Sub-Agent, and TFA may,
upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it bearing
interest at the Base Rate in whole or in part without premium or penalty; provided that (i) such notice must be received
by the Applicable Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), (A) two Business Days prior
to any date of prepayment of Eurocurrency Rate Loans denominated in US Dollars, (B) three Business Days (or four, in the case of
prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated
in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate
pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the
date of any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z)
in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche
C Loans; (ii) any prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans
shall be in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof; (iii) any prepayment of
Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000
in excess thereof; and (iv) any prepayment of Tranche C Loans shall be in a principal amount of A$5,000,000 or a whole multiple
of A$500,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment, and the Type(s) of Loans
to be prepaid. The Applicable Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents
thereof, and of the amount of such Lender’s Pro Rata Share of such prepayment of such Committed Loans. If such notice is
given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all
accrued interest thereon, together with any additional amounts required pursuant to Section 3.5. Each such prepayment of
Committed


 




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Loans shall be applied to the Committed
Loans of the appropriate Lenders in accordance with their respective Pro Rata Shares.


 


(b)  (i)
If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments
then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if
for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in
an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed
US$333,400,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total
Outstandings applicable to TLG at any time exceed US$500,000,000, TLG shall immediately prepay Loans in an aggregate amount equal
to such excess (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments
then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the
Total Outstandings applicable to TFA at any time exceed the Aggregate Tranche C Commitments then in effect, TFA shall immediately
prepay Loans in an aggregate amount equal to such excess.


 


(c)  Any
Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time
to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i)
such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m.
(London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line
Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada,
in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business
Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any such prepayment
shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment.
If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in
such notice shall be due and payable on the date specified therein.


 


(d)  If
the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche
C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication,
the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s
Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount
sufficient to reduce the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such
Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s
Commitment Cap then in effect.


 


Section 2.5 Termination
or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time
to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-


 




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Agent and the Administrative Agent, terminate
the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and TFA may,
upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time
to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the
Applicable Agent not later than 12:00 noon (Central time), on the Business Day immediately prior to the date of termination or
reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000
in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto
and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments
applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit
or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced
by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction
of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each
appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until
the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.


 


(b)  Non-Ratable
Reduction. The Tranche A Borrowers, TCCI or TFA shall have the right, at any time, upon at least three Business Days’
notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s Tranche
A Commitments, Tranche B Commitments or Tranche C Commitments, respectively. Such termination shall be effective, (x) with respect
to such Defaulting Lender’s unused Tranche A Commitments, Tranche B Commitments or Tranche C Commitments, as applicable,
on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days
after receipt of such notice and (y) with respect to each Tranche A Loan, Tranche B Loan or Tranche C Loan outstanding to such
Defaulting Lender, if such Loan is a Base Rate Loan or Canadian Prime Rate Loan, on the date set forth in such notice and, if such
Loan is a Eurocurrency Rate Loan, or a Tranche C Loan, on the last day of the then current Interest Period relating to such Loan.
Upon termination of a Lender’s Commitment under this Section 2.5(b), the Tranche A Borrowers, TCCI or TFA, as applicable,
will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Tranche A Loans, Tranche B
Loans or Tranche C Loans, as applicable, owing to such Defaulting Lender and pay any accrued facility fee payable to such Defaulting
Lender pursuant to the provisions of Section 2.8(a), and all other amounts payable to such Defaulting Lender hereunder (including,
but not limited to, any increased costs or other amounts owing under Section 3.4 and any indemnification for Taxes under
Section 3.1); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof,
be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 3.1,
3.4, 9.4 and 9.5, and its obligations under Section 8.7 shall survive such release and discharge as
to matters occurring prior to such date; and (ii) no claim that the Tranche A Borrowers, TCCI or TFA may have against such Defaulting
Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. Subject to Section
2.14, the aggregate amount of the Commitments of the Lenders


 




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once reduced pursuant
to this Section 2.5(b) may not be reinstated; provided further, however, that if pursuant to this Section
2.5(b), the Tranche A Borrowers, TCCI or TFA, as applicable, pay or cause to be paid to a Defaulting Lender any principal of,
or interest accrued on, the Tranche A Loans, Tranche B Loans or Tranche C Loans owing to such Defaulting Lender, then the Tranche
A Borrowers, TCCI or TFA, as applicable, shall pay or cause to be paid a ratable payment of principal and interest to all Tranche
A Lenders, Tranche B Lenders or Tranche C Lenders, as applicable, who are not Defaulting Lenders.


 


Section 2.6 Repayment
of Loans.


 


(a)  Each
Borrower shall repay to the Applicable Agent for the account of each Lender on the Maturity Date applicable to such Borrower and
such Lender the aggregate principal amount of Loans made to it by such Lender and outstanding on such date.


 


(b)  Each
Borrower shall repay each Swing Line Loan made to it on the earlier to occur of (i) the date ten Business Days after such Loan
is made and (ii) the Revolving Maturity Date.


 


Section 2.7 Interest.


 


(a)  Subject
to the provisions of subsection (b) below, (i) subject to Section 3.2, each Eurocurrency Rate Loan shall bear interest on
the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest
Period plus the Applicable Rate (as determined on the applicable Spread Determination Date); (ii) each Base Rate Committed
Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal
to the Base Rate plus the Applicable Rate (as determined on the applicable Spread Determination Date); (iii) each Canadian
Prime Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per
annum equal to the Canadian Prime Rate plus the Applicable Rate (as determined on the applicable Spread Determination Date);
(iv) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at
a rate per annum equal to the Swing Line Rate; and (v) each Tranche C Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Bank Bill Rate for such Interest Period plus the Applicable
Rate (as determined on the applicable Spread Determination Date).


 


(b)  If
any amount payable by any Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods),
whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest
on past due amounts (including interest on past due interest) shall be due and payable on demand.


 


(c)  Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may
be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after


 




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judgment, and before and after the commencement
of any proceeding under any Debtor Relief Law.


 


Section 2.8 Fees.


 


(a)  Facility
Fee. TMCC, for the account of the Borrowers, shall pay or cause to be paid to the Administrative Agent for the account of each
Applicable Tranche Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal to the Applicable Percentage
times the actual daily amount of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage (or,
if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing
Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)), which fee shall accrue at all times during the
Tranche A Availability Period, the Tranche B Availability Period, or the Tranche C Availability Period, as applicable (and thereafter
so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding,
other than Loans converted to Term Loans pursuant to Section 2.13(c)), including at any time during which one or more of
the conditions in Article IV is not met, but shall terminate upon termination of the applicable availability period or upon
conversion of the applicable Loans to Term Loans pursuant to Section 2.13(c); provided that no such fee shall be
paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche
Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in
arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after
the Closing Date, and on the Maturity Date (and, if applicable, thereafter on demand). Notwithstanding the above, the facility
fees payable to each Lender shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall
the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that
would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its
Commitment Cap.


 


(b)  Other
Fees. The Borrowers shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the amounts
and at the times specified in the Fee Letters, if any. Any such fees shall be fully earned when paid and shall not be refundable
for any reason whatsoever.


 


Section 2.9 Computation
of Interest and Fees. All computations (a) of interest for Base Rate Loans when the Base Rate is determined by BNP Paribas’s
United States “prime rate”, (b) of interest for Canadian Prime Rate Loans and (c) of interest for Tranche C Loans shall
be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees
and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated
in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the
day on which the Loan or


 




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such portion is paid, provided that
any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a), bear interest for one day.


 


Section 2.10 Evidence
of Debt. The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and
by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent
and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to each Borrower and the
interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect
the obligation of any Borrower under the Loan Documents to pay any amount owing with respect to the Obligations of such Borrower.
In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest
error. Upon the request of any Lender made through the Administrative Agent, each Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records.
Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity
of its Loans and payments with respect thereto.


 


Section 2.11 Payments
Generally.


 


(a)  All
payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or
setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated
in an Alternative Currency or Australian Dollars, all payments by the Borrowers hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s (or in
the case of Tranche B Lenders, the Canadian Sub-Agent’s) Office in US Dollars and in Same Day Funds not later than 2:00 p.m.
(or in the case of the Tranche B Lenders, not later than 12:00 p.m.) on the dates specified herein. Except as otherwise expressly
provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative
Currency shall be made to the Administrative Agent (or in the case of TCCI, the Canadian Sub-Agent), for the account of the respective
Lenders to which such payment is owed, at the applicable Administrative Agent’s Office or Canadian Sub-Agent’s Office
in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on
the dates specified herein. Except as otherwise expressly provided herein, all payments by TFA hereunder with respect to principal
and interest on Tranche C Loans shall be made to the Australian Sub-Agent for the account of the respective Lenders to which such
payment is owed, through the applicable Australian Sub-Agent’s Office in Australian Dollars and in Same Day Funds not later
than the Applicable Time specified by the Australian Sub-Agent on the dates specified herein. Except as otherwise expressly provided
herein, all payments by (i) the Tranche A Borrowers shall be made to the Administrative Agent, (ii) TCCI shall be made to the Canadian
Sub-Agent and (iii) TFA shall be made to the Australian Sub-Agent, for the account of the respective Lenders to which such payment
is owed. Without limiting the generality of the foregoing, the Administrative Agent may require that (x) any payment by any Borrower
due under this Agreement, other than any payment to be made in respect of the Tranche B Facility or the Tranche C Facility, be
made


 




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in the United States, (y) any payments
to be made by TCCI in respect of the Tranche B Facility be made in Canada and (z) any payment to be made by TFA in respect of the
Tranche C Facility be made through the applicable Australian Sub-Agent’s Office. If, for any reason, any Borrower is prohibited
by any Law from making any required payment hereunder in an Alternative Currency or Australian Dollars, such Borrower shall make
such payment in US Dollars in the Dollar Equivalent of such currency payment amount. The Applicable Agent will promptly distribute
to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire
transfer to such Lender’s Lending Office. All payments received by the Administrative Agent, the Canadian Sub-Agent or the
Australian Sub-Agent (i) after 2:00 p.m., in the case of payments in US Dollars, or (ii) after the Applicable Time specified
by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent in the case of payments in an Alternative Currency
or Australian Dollars, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or
fee shall continue to accrue.


 


(b)  If
any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.


 


(c)  Unless
a Borrower or any Lender has notified the Applicable Agent prior to the time any payment is required to be made by it to the Administrative
Agent, the Canadian Sub-Agent or the Australian Sub-Agent hereunder, that such Borrower or such Lender, as the case may be, will
not make such payment, the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent may assume that such Borrower
or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon,
make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made
to the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent in Same Day Funds, then:


 


(i)  if
a Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Applicable Agent the portion of such
assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day
from and including the date such amount was made available by the Administrative Agent, the Canadian Sub-Agent or the Australian
Sub-Agent to such Lender to the date such amount is repaid to the Administrative Agent, the Canadian Sub-Agent or the Australian
Sub-Agent in Same Day Funds at the Overnight Rate from time to time in effect; and


 


(ii)  if
any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Applicable Agent the amount thereof in
Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative
Agent, the Canadian Sub-Agent or the Australian Sub-Agent to the applicable Borrower to the date such amount is recovered by the
Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent (the “Compensation Period”) at a rate
per annum equal to the Overnight Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent,
the Canadian Sub-Agent or the Australian


 




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Sub-Agent, then such amount shall
constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon
the Administrative Agent’s, the Canadian Sub-Agent’s or the Australian Sub-Agent’s demand therefor, the Administrative
Agent or the Canadian Sub-Agent may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount
to the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent, together with interest thereon for the Compensation
Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed
to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent,
the Canadian Sub-Agent, the Australian Sub-Agent or any Borrower may have against any Lender as a result of any default by such
Lender hereunder.


 


A notice of the Applicable Agent to any
Lender or any Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.


 


(d)  If
any Lender makes available to the Applicable Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions
of this Article II, and such funds are not made available to the applicable Borrower by the Administrative Agent, the Canadian
Sub-Agent or the Australian Sub-Agent because the conditions to the applicable Borrowing set forth in Article IV are not
satisfied or waived in accordance with the terms hereof, the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent
shall return such funds (in like funds as received from such Lender) to such Lender, without interest, on the succeeding Business
Day.


 


(e)  The
obligations of the Lenders hereunder to make Committed Loans and to fund participations in Swing Line Loans are several and not
joint. The failure of any Lender to make any Committed Loan or to fund participations in Swing Line Loans on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible
for the failure of any other Lender to so make its Committed Loan or to fund participations in Swing Line Loans.


 


(f)  Nothing
herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute
a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.


 


(g)  For
the purposes of the Interest Act (Canada) and disclosure under such act, whenever any interest or fees to be paid by TCCI
under this Agreement is to be calculated on the basis of a period of time that is less than a calendar year, the yearly rate of
interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the number
of days in the calendar year in which the same is to be ascertained and divided by the actual number of days in such period of
time.


 


(h)  Notwithstanding
any provision of this Agreement, in no event shall the aggregate “interest” (as defined in section 347 of the Criminal
Code (Canada)) payable by TCCI under this Agreement exceed the effective annual rate of interest on the “credit advanced”
(as defined in that section) under this Agreement lawfully permitted by that section and, if any payment,


 




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collection or demand pursuant to this Agreement
in respect of “interest” (as defined in that section) payable by TCCI is determined to be contrary to the provisions
of that section, such payment, collection or demand shall be deemed to have been made by mutual mistake of TCCI, the Administrative
Agent and the Lenders and the amount of such payment or collection shall be refunded to TCCI. For the purposes of this Agreement,
the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles
over the relevant term and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed
by the Administrative Agent will be prima facie evidence of such rate.


 


Section 2.12 Sharing
of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans
made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment
of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its
pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Applicable
Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed
Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause
such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of
them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing
Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the
purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the
purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according
to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount
so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation
from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of
set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were
the direct creditor of such Borrower in the amount of such participation or subparticipation. The Applicable Agent will keep records
(which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under
this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a
participation or subparticipation pursuant to this Section shall from and after such purchase have the right to give all notices,
requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased
to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.


 


Section 2.13 Renewal
of Revolving Maturity Date; Conversion to Term Loans.


 


(a)  Not
earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date, the Borrowers may, upon notice
to the Administrative Agent (which shall promptly notify the appropriate Lenders), request a renewal of the Revolving Maturity
Date then in effect for a period of up to 364 days. Within 20 days of delivery of such notice, each


 




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appropriate Lender shall notify the Administrative
Agent whether or not it consents to such renewal (which consent may be given or withheld in such Lender’s sole and absolute
discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such renewal. The
Administrative Agent shall notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less than 24 days
after receipt of notice of such renewal request. If any Lender declines, or is deemed to have declined, to consent to such renewal,
the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
The Borrowers shall be deemed to have withdrawn any request to renew the Revolving Maturity Date if any Borrower delivers a notice
of election (or is required to deliver a notice of election or is deemed under Section 2.13(d) to have elected) to convert
the Loans to Term Loans pursuant to Section 2.13(c).


 


(b)  The
Revolving Maturity Date shall be renewed only if Lenders holding at least 51% of all outstanding Commitments (after giving effect
to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so renewed,
the Revolving Maturity Date, as to the Consenting Lenders, shall be renewed to a requested date up to 364 days from the Revolving
Maturity Date then in effect, effective as of the Revolving Maturity Date then in effect (such existing Revolving Maturity Date
being the “Revolving Renewal Effective Date”). The Administrative Agent and the Borrowers shall promptly confirm
to the Lenders such renewal and the Revolving Renewal Effective Date. As a condition precedent to such renewal, each Borrower shall
deliver to the Administrative Agent a certificate of such Borrower dated as of the Revolving Renewal Effective Date (in sufficient
copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions
adopted by such Borrower approving or consenting to such renewal and (ii) certifying that, before and after giving effect to such
renewal, (A) the representations and warranties of such Borrower contained in Article V and the other Loan Documents are
true and correct on and as of the Revolving Renewal Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes
of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall
be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1,
and (B) no Default with respect to such Borrower exists. The applicable Borrower shall prepay any Committed Loans made to such
Borrower outstanding on the Revolving Renewal Effective Date (and pay any additional amounts required pursuant to Section 3.5)
to the extent necessary to keep outstanding Committed Loans made to such Borrower ratable with any revised and new Pro Rata Shares
of all the Lenders.


 


(c)  Term
Loan Conversion. Not later than seven Business Days prior to the Revolving Maturity Date, any Borrower may, upon notice to
the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert any outstanding Committed Loans
made to such Borrower into term Loans payable on the date (the “Term Maturity Date”) selected by such Borrower,
but in no event later than one year from the Revolving Maturity Date. Concurrently with delivering any Request for Loans relating
to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date, such Borrower shall deliver a notice
to the Administrative Agent that it elects to convert such Loans into term Loans in accordance with the preceding sentence. If
a Borrower so elects to convert any Loans made to it to term Loans,


 




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subject to the satisfaction of the conditions
precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended
to the Term Maturity Date effective as of the Revolving Maturity Date then in effect (such existing Revolving Maturity Date being
the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to
and selected by such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated
in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans
and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans or as Eurocurrency Rate
Loans as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7
and (iv) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable
Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions
precedent to such extension, (A) the applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, and
(B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension
Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that
no Default applicable to such Borrower exists.


 


(d)Any election by a Tranche A
Borrower made pursuant to Section 2.13(c) in relation to the Tranche A Loans made to such Tranche A Borrower shall be immediately
binding on all other Tranche A Borrowers, without further action or notice by the Administrative Agent.


 


(e)  This
Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.


 


Section 2.14 Increase
in Commitments.


 


(a)  Provided
there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly
notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all
Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC
(in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond
(which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each
appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment
and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate
Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent
shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder.
To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant
to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the
minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to
increase the amount of the Aggregate Tranche A Commitments


 




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pursuant to this Section, except that each
appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section
2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the
amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety
or (ii) accept, in whole or in part, the increases that have been offered.


 


(b)  If
the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC shall determine
the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative
Agent shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective
Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate
of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by
a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche
A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required
pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata
Shares arising from any nonratable increase in the Commitments under this Section.


 


(c)  This
Section shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.


 


Section 2.15 [Reserved].


 


Section 2.16 Swing
Line Loans.


 


(a)  The
Swing Line. Subject to the terms and conditions set forth herein each applicable Swing Line Lender severally agrees, in reliance
upon the agreements of the other Lenders set forth in this Section 2.16 to make loans (each such loan, a “Swing
Line Loan”) (x) in US Dollars or any Alternative Currency to the Borrowers other than TFA and (y) in Australian Dollars
to TFA, from time to time on any Business Day during the Tranche A Availability Period, the Tranche B Availability Period or the
Tranche C Availability Period, as applicable, in an aggregate amount not to exceed at any time outstanding (i) for each applicable
Swing Line Lender, such Swing Line Lender’s applicable Swing Line Commitment, (ii) for all Swing Line Loans made to the Borrowers
other than TFA, the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with
the ratable share of the Outstanding Amount of Committed Loans of the Lender acting as Swing Line Lender, may exceed the amount
of such Lender’s Commitments or (iii) for all Swing Line Loans made to TFA, the amount of the Australian Swing Line Sublimit;
provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings in respect of
the Tranche A Borrowers, TCCI or TFA, respectively, shall not exceed the applicable Aggregate Commitments, (ii) the aggregate
Outstanding Amount of the Committed Loans of any Lender under the Tranche A Commitments, Tranche B Commitments or Tranche C Commitments,
as applicable, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to the applicable


 




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Borrower(s) shall not exceed such Lender’s
Commitment applicable to such Borrower(s), (iii) the aggregate Outstanding Amount of Committed Loans of any Lender under the Tranche
A Facility, the Tranche B Facility and the Tranche C Facility, plus such Lender’s Pro Rata Share of the Outstanding
Amount of all Swing Line Loans, plus, in the case of a Swing Line Lender and without duplication, such Lender’s Swing
Line Loans shall not exceed such Lender’s Commitment Cap, and (iv) if after giving effect to any Swing Line Loan the Unused
Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative
Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Swing Line Loan
shall not be made without the consent of TKG (which consent may be waived only by TKG) and provided, further, that
the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Each Swing Line Borrowing
shall consist of borrowings made from the several applicable Swing Line Lenders ratably to their respective applicable Swing Line
Commitments. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under
this Section 2.16, prepay under Section 2.4, and reborrow under this Section 2.16. Immediately upon the making
of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing
Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s ratable share
times the amount of such Swing Line Loan.


 


(b)  Borrowing
Procedures. Each Swing Line Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the applicable
Swing Line Agent and the Administrative Agent, which (x) in the case of Swing Line Loans requested by notice to the Administrative
Agent, may be given by telephone and (y) in the case of Swing Line Loans requested by notice to a Swing Line Agent, may not be
given by telephone, but may be given by electronic delivery, confirmed promptly by delivery to the applicable Swing Line Agent
and the Administrative Agent of an original Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer
of the applicable Borrower. Each such notice must be received by the applicable Swing Line Agent and the Administrative Agent (i)
not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time)
in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line
Loans to be funded in Canada, in each case, on the requested borrowing date or (ii) not later than 8:00 p.m. (Sydney time) on the
immediately preceding Business Day prior to the requested borrowing date, in the case of any Swing Line Loans to be funded in Australia,
and shall specify (A) the amount and currency to be borrowed, which shall be a minimum of US$1,000,000, (or CDN$500,000 where the
Swing Line Borrowing is requested by TCCI or A$500,000 where the Swing Line Borrowing is requested by TFA) (provided that,
in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount (or meeting any
other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant
to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (B) the requested borrowing date, which
shall be a Business Day and (C) if applicable, the Interest Period applicable to such Swing Line Borrowing. Each such telephonic
notice must be confirmed promptly by delivery to the applicable Swing Line Agent and the Administrative Agent of a written Swing
Line Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Promptly after receipt
by the applicable Swing Line Agent of any


 




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telephonic Swing Line Loan Notice, such
Swing Line Agent will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also
received such Swing Line Loan Notice and, if not, such Swing Line Agent will notify the Administrative Agent (by telephone or in
writing) of the contents thereof, and will notify each Swing Line Lender (by telephone or in writing) of the contents thereof.
Unless the applicable Swing Line Agent has received notice (by telephone or in writing) from the Administrative Agent (including
at the request of any Lender) prior to 2:00 p.m. (London time, in the case of any Swing Line Loan to be funded in Europe, New York
City time, in the case of any Swing Line Loan to be funded in North America or Sydney time, in the case of any Swing Line Loan
to be funded in Australia) on the date of the proposed Swing Line Borrowing (I) directing each Swing Line Lender not to make such
Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.16(a),
or (II) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the
terms and conditions hereof, each applicable Swing Line Lender will, not later than 3:00 p.m. (London time, in the case of any
Swing Line Loan to be funded in Europe, Central time, in the case of any Swing Line Loan to be funded in the United States, Montreal
time, in the case of any Swing Line Loan to be funded in Canada or Sydney time, in the case of any Swing Line Loan to be funded
in Australia) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available
to the applicable Borrower at its office by crediting the account of such Borrower on the books of the applicable Swing Line Agent
in Same Day Funds or as otherwise directed by such Borrower.


 


(c)  Refinancing
of Swing Line Loans.


 


(i)  The
Swing Line Lenders at any time in their respective sole and absolute discretion may direct the applicable Swing Line Agent to request,
on behalf of the applicable Borrower (and each Borrower hereby irrevocably authorizes each Swing Line Agent to so request on its
behalf), that each Lender make a Base Rate Committed Loan for the account of such Borrower in an amount equal to such Lender’s
ratable share of (A) the amount of Swing Line Loans made to such Borrower and then outstanding, in the case of Swing Line Loans
denominated in US Dollars, or (B) the Dollar Equivalent of the amount of Swing Line Loans made to such Borrower and then outstanding,
in the case of Swing Line Loans denominated in any Alternative Currency or Australian Dollars. Such request shall be made in writing
(which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements
of Section 2.2, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans,
but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.2. The applicable
Swing Line Agent shall furnish the applicable Borrower with a copy of the applicable Committed Loan Notice promptly after delivering
such notice to the Applicable Agent. Each Lender shall make an amount equal to its ratable share of the amount specified in such
Committed Loan Notice available to the Applicable Agent in Same Day Funds for the account of the applicable Swing Line Lenders
at the Administrative Agent’s Office, the Canadian Sub-Agent’s Office or the Australian Sub-Agent’s Office, as
applicable, for US Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon,
subject to Section 2.16(c)(ii), each Lender that so


 




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makes funds available shall be
deemed to have made a Base Rate Committed Loan to the applicable Borrower in such amount. The Applicable Agent shall remit the
funds so received to the Swing Line Lenders.


 


(ii)  If
for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.16(c)(i),
the request for Base Rate Committed Loans submitted by the applicable Swing Line Agent as set forth herein shall be deemed to be
a request by such Swing Line Agent that each Lender fund its risk participation in the relevant Swing Line Loan and each such Lender’s
payment to the Administrative Agent for the account of the Swing Line Lenders pursuant to Section 2.16(c)(i) shall be deemed
payment in respect of such participation.


 


(iii)  If
any Lender fails to make available to the Applicable Agent for the account of the Swing Line Lenders any amount required to be
paid by such Lender pursuant to the foregoing provisions of this Section 2.16(c) by the time specified in Section 2.16(c)(i),
the Swing Line Lenders shall be entitled to recover from such Lender (acting through the Applicable Agent), on demand, such amount
with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available
to the Swing Line Lenders at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any
administrative, processing or similar fees customarily charged by the applicable Swing Line Lender in connection with the foregoing.
If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s
Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case
may be. A certificate of a Swing Line Lender submitted to any Lender (through the Applicable Agent) with respect to any amounts
owing under this clause (iii) shall be conclusive absent manifest error.


 


(iv)  Each
Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this
Section 2.16(c) shall be absolute, irrevocable and unconditional and shall not be affected by any circumstance, including
(A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, any
Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence,
event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation
to make Committed Loans pursuant to this Section 2.16(c) is subject to the conditions set forth in Section 4.2. No
such funding of risk participations shall relieve or otherwise impair the obligation of any Borrower to repay Swing Line Loans
made to it, together with interest as provided herein.


 


(d)  Repayment
of Participations.


 


(i)  At
any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the applicable Swing Line Lender
receives any payment on account of such Swing Line Loan, such Swing Line Lender will promptly distribute to such Lender its ratable
share thereof in the same funds as those received by such Swing Line Lender.


 




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(ii)  If
any payment received by a Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned
by such Swing Line Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement
entered into by such Swing Line Lender in its discretion), each Lender shall pay to such Swing Line Lender its ratable share thereof
on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned,
at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of
the applicable Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations
and the termination of this Agreement.


 


(e)  Interest
for Account of Swing Line Lenders. The applicable Swing Line Agent shall be responsible for invoicing the applicable Borrower
for interest on the Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this
Section 2.16 to refinance such Lender’s ratable share of any Swing Line Loan, interest in respect of such ratable
share shall be solely for the account of the respective Swing Line Lenders.


 


(f)  Payments
Directly to Swing Line Lender. Each Borrower shall make all payments of principal and interest in respect of the Swing Line
Loans made directly to the applicable Swing Line Agent, for the account of the respective Swing Line Lenders.


 


Section 2.17 Defaulting
Lenders.


 


(a)   Generally.
Anything contained herein to the contrary notwithstanding, (i) to the extent permitted by applicable Law, until such time
as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, any prepayment of the Loans shall,
if the Tranche A Borrowers, TCCI or TFA, as applicable, so direct at the time of making such prepayment, be applied to the Loans
of other Applicable Tranche Lenders as if such Defaulting Lender had no Tranche A Loans, Tranche B Loans or Tranche C Loans, as
applicable, outstanding; (ii) such Defaulting Lender’s unused Aggregate Commitments shall be excluded for purposes of
calculating the facility fee payable to Lenders pursuant to Section 2.8(a) in respect of any day during any Default Period
with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any facility fee with respect
to its unused Commitment(s) pursuant to Section 2.8(a) for any Default Period with respect to such Defaulting Lender; and
(iii) the aggregate amount of the Tranche A Loans, Tranche B Loans and Tranche C Loans as at any date of determination shall
be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. No Commitment of any Lender
shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.17(a), performance
by any Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure
by a Defaulting Lender to fund or the operation of this Section 2.17(a). The rights and remedies against a Defaulting Lender
under this Section 2.17(a) are in addition to other rights and remedies that the Borrowers, the Administrative Agent or
any other Lender may have against such Defaulting Lender with respect to any Defaulted Loan.


 




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(b)  Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received
by the Administrative Agent from a Defaulting Lender pursuant to Section 9.9 shall be applied at such time or times as may
be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by
such Defaulting Lender to any Swing Line Lender hereunder; third, as the Borrower that made such payment may request
(so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, as determined by the Administrative Agent; fourth, if so determined by the
Administrative Agent and the applicable Borrower, to be held in a deposit account and released pro rata in order to satisfy such
Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fifth,
to the payment of any amounts owing to the Lenders or the Swing Line Lenders as a result of any judgment of a court of competent
jurisdiction obtained by any Lender or Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; sixth, so long as no Default exists, to the payment of any amounts
owing to the applicable Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against
such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and seventh,
to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment
is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate
share, and (y) such Loans were made at a time when the conditions set forth in Section 4.2 were satisfied or waived, such
payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the
payment of any Loans of such Defaulting Lender until such time as all Loans and Swing Line Loans are held by the Lenders pro rata
in accordance with the Commitments under the applicable facility. Any payments, prepayments or other amounts paid or payable to
a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.17(b)
shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


(c)  Defaulting
Lender Cure. If the Borrowers, the Administrative Agent and each Swing Line Lender agree in writing that a Lender is no longer
a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in
such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion
of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary
to cause the Loans and funded and unfunded participations in Swing Line Loans to be held pro rata by the Lenders in accordance
with the Commitments under the applicable Tranche, whereupon such Lender will cease to be a Defaulting Lender; provided
that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while
that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed
by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim
of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 




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ARTICLE III


 


TAXES, YIELD PROTECTION AND ILLEGALITY


 


Section 3.1 Taxes.


 


(a)  Subject
to the other provisions of this Section 3.1 and Section 9.15, any and all payments by any Borrower to or for the
account of the Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without deduction
for any and all present or future Taxes. If any Borrower shall be required by any Laws to deduct any Taxes or Other Taxes from
or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, (i) the sum payable shall be
increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable
under this Section 3.1(a)), each of the Administrative Agent and such Lender receives an amount equal to the sum it would
have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the
full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within
30 days after the date of such payment, such Borrower shall furnish to the Administrative Agent (which shall forward the same to
such Lender) the original or a certified copy of a receipt evidencing payment thereof or other evidence of such payment.


 


(b)  In
addition, each Borrower agrees to pay to each appropriate Lender Other Taxes incurred by such Lender.


 


(c)  Each
Borrower agrees to indemnify the Administrative Agent and each appropriate Lender for (i) the full amount of Taxes and Other Taxes
(including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.1(c))
paid by the Administrative Agent and such Lender and (ii) any liability (including additions to tax, penalties, interest and expenses)
arising therefrom or with respect thereto. Payment under this Section 3.1(c) shall be made within 15 days after the date
the Lender or the Administrative Agent makes a demand therefor.


 


(d)  In
the case of interest payments made by TKG or TLG, this Section 3.1 shall only apply to a Lender who is the legal and beneficial
owner of amounts received pursuant to this Agreement and has provided evidence to TKG or TLG: (i) that such Lender is a person
(a corporate body or an individual) which is, for taxation purposes, resident outside of the territory of the Federal Republic
of Germany, (ii) if such Lender is a partnership, that all direct and indirect partners of that partnership are persons who are,
for taxation purposes, resident outside of the territory of the Federal Republic of Germany, and does not hold any amounts received
pursuant to this Agreement through a permanent establishment or a permanent representative in Germany or (iii) that such Lender
qualifies as a credit institution or financial institution within the meaning of the German Banking Act (Kreditwesengesetz).


 


(e)  TFSUK
is not required to pay additional amounts to a Lender (other than a new Lender pursuant to a request by a Borrower under Section
9.17) pursuant to Section 3.1 in


 




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respect of any Tax that is required by
the United Kingdom to be withheld from a payment of interest on a Loan made to TFSUK if at the time the payment falls due: (i)
the relevant Lender is not a UK Qualifying Lender and that Tax would not have been required to be withheld had that Lender been
a UK Qualifying Lender unless the reason that that Lender is not a UK Qualifying Lender is a change after the date on which it
became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or double taxation
agreement or any published practice or published concession of any relevant Governmental Authority; (ii) the relevant Lender is
a UK Qualifying Lender solely by virtue of (a)(ii) of the definition of UK Qualifying Lender and (1) an officer of H.M. Revenue
& Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the UK ITA which relates
to the payment and that Lender has received from TFSUK a certified copy of that Direction; and (2) that Tax would not have been
required to be withheld had that Direction not been made; (iii) the relevant Lender is a UK Qualifying Lender solely by virtue
of (a)(ii) of the definition of UK Qualifying Lender and (1) the relevant Lender has not given a UK Tax Confirmation to TFSUK;
and (2) that Tax would not have been required to be withheld had the Lender given a UK Tax Confirmation to TFSUK, on the basis
that the UK Tax Confirmation would have enabled TFSUK to have formed a reasonable belief that the payment was an "excepted
payment" for the purpose of section 930 of the UK ITA; or (iv) the relevant Lender is a UK Treaty Lender or a US LLC Lender
and TFSUK is able to demonstrate that that Tax is required to be withheld as a result of the failure of the relevant Lender to
comply with its obligations under Section 9.15(a). Any Lender which is a Lender in respect of a Loan to TFSUK shall promptly
notify the Administrative Agent and TFSUK if (i) it is not, or ceases to be, a UK Qualifying Lender, for whatever reason, or (ii)
it is a UK Qualifying Non-Bank Lender and there is any change in the position from that set out in the UK Tax Confirmation it has
given.


 


(f)  TFA
is not required to pay additional amounts to a Tranche C Lender (other than a new Tranche C Lender pursuant to a request by TFA
under Section 9.17) pursuant to this Section 3.1 in respect of any Tax that is required by the Commonwealth of Australia
or any political sub-division thereof to be withheld or deducted from a payment of interest on a Loan made to TFA if at the time
the payment falls due (i) the relevant Tranche C Lender is an “associate” (as defined in section 128F(9) of the Australian
Tax Act) of TFA that is either (a) a non-resident of Australia which does not make the relevant Loan in carrying on a business
at or through a permanent establishment in Australia or (b) a resident of Australia that makes the relevant Loan in carrying on
a business at or through a permanent establishment outside Australia, (ii) the payment could have been made to the relevant Tranche
C Lender without any withholding or deduction in respect of such Tax if, before TFA makes a relevant payment, the relevant Tranche
C Lender, or an entity acting on behalf of such Tranche C Lender, provided TFA with any of its name, address, tax file number,
(if applicable) an Australian business number, registration number or similar details of any relevant tax exemption, or (iii) the
withholding or deduction in respect of such Tax is in respect to any withholding or deduction on account of TFA receiving a direction
under section 255 of the Australian Tax Act or section 260-5 of Schedule 1 to the Taxation Administration Act 1953 of Australia
or any similar law.


 


(g)  If
the Administrative Agent or a Lender shall become aware that it is entitled to claim a refund from a Governmental Authority in
respect of, or remission for, Taxes or Other Taxes as to which it has received additional amounts under this Section 3.1,
such Administrative


 




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Agent or Lender shall promptly notify the
applicable Borrower and Agent (as applicable) of the availability of such claim and, to the extent that the Lender or the Administrative
Agent (as applicable) determines in good faith that making such claim will not have an adverse effect on its taxes or business
operation, shall, within 60 days of receipt of a request by such Borrower, make such claim. If the Administrative Agent or Lender
(acting in good faith) determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which
it has been indemnified by such Borrower or with respect to which such Borrower has paid amounts pursuant to this Section 3.1,
it shall pay over the amount of such refund to such Borrower, net of all out-of-pocket expenses of the Administrative Agent or
such Lender (but amounts hereby recovered by the Borrower shall not exceed the indemnity payments made, or the amounts paid, as
applicable, by such Borrower under this Section 3.1) and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund or credit); provided, however, that such Borrower, upon the request
of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Administrative Agent or such Lender in
the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding
anything to the contrary in this paragraph (g), in no event will the Administrative Agent or any Lender be required to pay any
amount to the Borrowers pursuant to this paragraph (g) the payment of which would place the Administrative Agent or such Lender
in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the indemnification
payments or additional amounts giving rise to such refund had never been paid. This Section 3.1(g) shall not be construed
to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its Taxes
which it deems confidential) to any Borrower or any other Person.


 


(h)   The
agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.


 


Section 3.2 Illegality.


 


(a)  If
any Lender determines that any Regulatory Change has made it unlawful, or that any Governmental Authority has asserted that it
is unlawful as a result of such Regulatory Change, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency
Rate Loans (whether denominated in US Dollars or an Alternative Currency), or to determine or charge interest rates based upon
the Eurocurrency Rate, or any Governmental Authority has pursuant to such Regulatory Change imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, US Dollars or any Alternative Currency in the applicable
interbank market, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation
of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency
Rate Loans in US Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans, shall be suspended until such Lender
notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer
exist (and such Lender shall give such notice promptly upon receiving knowledge that such circumstances no longer exist). If a
Lender shall determine that it may not lawfully continue to maintain and fund any of its outstanding Eurocurrency Rate Loans to
maturity and shall so specify in a notice pursuant to the preceding sentence, upon receipt of such notice, the applicable Borrower
shall,


 




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upon demand from such Lender (with a copy
to the Administrative Agent), prepay or, if applicable and such Loans are denominated in US Dollars, convert all Eurocurrency Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue
to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such
Eurocurrency Rate Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the
amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need
for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.


 


(b)  [Reserved.]


 


(c)   Notwithstanding
any other provision of this Agreement, if in respect of any Loan made under this Agreement to TFA, it becomes unlawful or impossible
(as a result of any Regulatory Change) in any jurisdiction for a Lender to perform any of its obligations as contemplated by this
Agreement or to fund or maintain its participation in any Loan:


 


		(i)	such Lender shall forthwith notify the Australian Sub-Agent and TFA;



 


		(ii)	such Lender’s obligations under this Agreement in respect to such Loan are immediately suspended
for the duration of such illegality or other effect;



 


		(iii)	such Lender may, by notice to the Australian Sub-Agent and TFA, cancel such Lender’s available
Tranche C Commitment with immediate effect;



 


		(iv)	without limiting Sections 3.2(c)(ii) and 3.2(c)(iii), such Lender shall consult and
negotiate in good faith with TFA for a period not exceeding 30 days with a view to determining whether amendments can be made to
this Agreement to enable all or a part of such Loan to continue to be provided to TFA; and



 


		(v)	if no such amendments are agreeable to TFA and such Lender and the illegality or other effect is
continuing:



 


		(1)	such Lender or TFA may notify the other party and the Australian Sub-Agent that such Loan is to
be terminated and, to the extent it has not already been so cancelled in accordance with Section 3.2(c)(iii), such Lender’s
available Tranche C Commitment will be cancelled as of the ninetieth day after the date such notice is delivered to the other party;
and



 


		(2)	TFA shall repay such Loan, together with all accrued but unpaid interest and other unpaid amounts
owing in respect of such Loan, in full on:



 


		(A)	the later of the last day of the current Interest Period for such Loan and the ninetieth day after
notice has been given in accordance with Section 3.2(c)(v)(1); or



 




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		(B)	if earlier, the last day of any applicable grace period permitted by law.



 


Section 3.3 Inability
to Determine Rates; Reference Rate Replacement. (a) If the applicable Required Lenders determine that for any reason in connection
with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (i) deposits (whether in US Dollars
or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the
applicable amount and Interest Period of such Eurocurrency Rate Loan, (ii) adequate and reasonable means do not exist for
determining the Eurocurrency Base Rate for any requested currency and Interest Period with respect to a proposed Eurocurrency Rate
Loan, or (iii) the Eurocurrency Base Rate for any requested currency and Interest Period with respect to a proposed Eurocurrency
Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly
so notify any affected Borrower and each Lender. Thereafter, (1) the obligation of the appropriate Lenders to make or maintain
Eurocurrency Rate Loans in the affected currency or currencies and affected Interest Periods to such Borrower shall be suspended
until the Administrative Agent (upon the instruction of the applicable Required Lenders) revokes such notice (which revocation
shall be made promptly upon such instruction from the applicable Required Lenders) and (2) in the case of any such notice pursuant
to clause (ii) of this Section 3.3(a) regarding US Dollar LIBOR for an Interest Period of one-month, the LIBOR component
shall not be utilized in determining the Base Rate until such notice is revoked. Upon receipt of such notice, the applicable Borrower
may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency
or currencies or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base
Rate Loans in the amount specified therein or the Dollar Equivalent thereof in the event of a Committed Borrowing denominated in
an Alternative Currency.


 


(b)  If
the Australian Sub-Agent determines that, in relation to a Tranche C Loan for any Interest Period,


 


		(i)	at or about 1:00 p.m. (Sydney time) on the first day of the relevant Interest Period the Bank Bill
Rate is not available and none or only one of the Australian Reference Banks supplies a rate to the Australian Sub-Agent to determine
the Bank Bill Rate for the relevant currency and period (in which case each Tranche C Lender will be an “Affected Tranche
C Lender”); or



 


		(ii)	in relation to a Tranche C Loan for which the interest rate per annum was to have been Bank Bill
Rate, before 5:00 p.m. (Sydney time) on the Business Day after the first day of the relevant Interest Period, the Australian Sub-Agent
receives notifications from a Tranche C Lender or Tranche C Lenders whose participations in that Tranche C Loan exceed 50% of that
Tranche C Loan, that as a result of market circumstances not limited to it the cost to it of funding its participation in the Tranche
C Loan is or would be in excess of Bank Bill Rate (in which case an “Affected Tranche C Lender” will be each
Tranche C Lender which gives such a notification).



 




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then it shall promptly notify TFA and the
Tranche C Lenders, and the rate of interest on each Affected Tranche C Lender's participation in that Tranche C Loan for the Interest
Period shall be the rate per annum which is the sum of:


 


		(x)	the Applicable Rate; and



 


		(y)	the rate notified to the Australian Sub-Agent by that Affected Tranche C Lender as soon as practicable
and in any event no later than the Business Day before interest is due to be paid in respect of that Interest Period, to be that
which expresses as a percentage rate per annum the cost to that Affected Tranche C Lender of funding its participation in that
Tranche C Loan from whatever source or sources it may reasonably select.



 


Each Affected Tranche C Lender shall determine
the rate notified by it under sub-paragraph (b)(y) above in good faith. The rate so notified and any other notification under this
Section 3.3(b) will be conclusive and binding on the parties in the absence of manifest error.


 


(c)  Notwithstanding
anything to the contrary in this Agreement, if the Administrative Agent determines (which determination shall be conclusive absent
manifest error) and notifies the Borrowers, or any Borrower notifies or the applicable Required Lenders notify the Administrative
Agent (with a copy to each Borrower) that such Borrower or the applicable Required Lenders (as applicable) have determined, that:


 


(i)   adequate
and reasonable means do not exist for ascertaining a Reference Rate for a currency, including, without limitation, because such
Reference Rate is not available or published on a current basis for such currency, or the circumstances described in any of clauses
(i), (ii) and (iii) of Section 3.3(a) have occurred and such circumstances are unlikely to be temporary;


 


(ii)   the
supervisor, the administrator, or the supervisor for the administrator (as applicable) of any Reference Rate or a Governmental
Authority having jurisdiction over the Administrative Agent or such Borrower has made a public statement identifying a specific
date after which a Reference Rate shall no longer be made available, or used for determining the interest rate of loans for a currency
(such specific date, the “Scheduled Unavailability Date”); or


 


(iii) syndicated loans currently
being executed, or that include language similar to that contained in this Section 3.03(c), are being executed or amended
(as applicable) to incorporate or adopt a new benchmark interest rate to replace a Reference Rate for a currency;


 


then, 


 


(1)  in
each case with respect to US Dollar LIBOR, the LIBOR component shall not be utilized in determining the Base Rate unless and until
a Reference Rate Successor Rate for US Dollar LIBOR with an Interest Period of one-month has been determined and incorporated by
amendment in accordance with this Section 3.03(c); and


 




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(2) in each case, after
such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative
Agent and the Borrowers shall in good faith negotiate to amend this Agreement to replace such Reference Rate with respect to such
currency with an alternate benchmark rate (including any mathematical or other adjustments to such benchmark (if any) incorporated
therein) giving due consideration to any evolving or then existing convention for syndicated credit facilities in the United States
for such alternative benchmarks and currency (any such proposed rate, a “Reference Rate Successor Rate”; provided
that, if the Reference Rate Successor Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement),
together with any proposed Reference Rate Successor Rate Conforming Changes (as defined below) and, notwithstanding anything to
the contrary in Section 11.01, any such amendment shall become effective at 4:00 p.m. (Central time) on the fifth Business
Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to
such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent notice that such applicable Required
Lenders do not accept such amendment.


 


If no Reference Rate
Successor Rate has been determined for such Reference Rate and currency and the circumstances under clause (c)(i) above exist or
the Scheduled Unavailability Date has occurred for such Reference Rate and currency, the Administrative Agent will promptly so
notify the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans using
such Reference Rate and currency shall be suspended (to the extent of the affected Lenders and currency only). Upon receipt of
such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate
Loans using such Reference Rate and currency (to the extent of the affected Lenders and currency only) or, failing that, will be
deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein
(or, in the case of a Eurocurrency Rate Loan denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent
thereof).


 


As used in this Section,
“Reference Rate Successor Rate Conforming Changes” means, with respect to any proposed Reference Rate Successor
Rate for any Reference Rate and currency, any conforming changes to the definition of Base Rate, Interest Period, Reference Rate,
Eurocurrency Base Rate, Business Day, timing and frequency of determining rates and making payments of interest and other administrative
matters as may be appropriate, in the discretion of the Administrative Agent and the Borrowers, to reflect the adoption of such
Reference Rate Successor Rate for such Reference Rate, Interest Period and currency and to permit the administration thereof by
the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines
that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration
of such Reference Rate Successor Rate for such Reference Rate and currency exists, in such other manner of administration as the
Administrative Agent and the Borrowers agree).


 


Section 3.4 Increased
Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans.


 




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(a)  If
in the case of either Eurocurrency Rate Loans or Tranche C Loans, any Lender determines that as a result of a Regulatory Change,
there shall be a material increase in the cost to such Lender of agreeing to make or making, continuing, converting to, funding
or maintaining Eurocurrency Rate Loans or Tranche C Loans or a reduction in the amount received or receivable by such Lender in
connection with any Eurocurrency Rate Loan or Tranche C Loan (excluding for purposes of this subsection (a) reserve requirements
utilized in the determination of the Eurocurrency Rate), then from time to time within 15 days of demand by such Lender setting
forth the amount or amounts necessary to compensate such Lender, together with a reasonable basis therefor (with a copy of such
demand to the Administrative Agent), subject to Section 3.4(c), the applicable Borrower shall pay to such Lender such additional
amounts as are sufficient to compensate such Lender for such increased cost incurred or reduction suffered.


 


(b)  If
any Lender determines that the introduction of any Law after the date such Lender becomes a party to this Agreement regarding capital
adequacy or liquidity or any change therein or in the interpretation thereof, or compliance by such Lender (or its Lending Office)
therewith or as a result of any Regulatory Change, has the effect of materially reducing the rate of return on the capital of,
or imposing material additional costs associated with liquidity requirements imposed by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities
on, such Lender or any corporation controlling such Lender as a direct consequence of such Lender’s obligations hereunder,
then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), subject to Section
3.4(c),the applicable Borrower shall pay within 15 days of demand by such Lender such additional amounts as are sufficient
to compensate such Lender for such reduction suffered.


 


(c)  Promptly
after receipt of knowledge of any Regulatory Change or other event that will entitle any Lender to compensation under this Section
3.4, such Lender shall give notice thereof to the applicable Borrower and the Administrative Agent certifying the basis for
such request for compensation in accordance with Section 3.6(a) and shall (i) exercise reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to minimize any such increased cost and (ii) designate a different Lending
Office if such designation will avoid, or reduce the amount of, compensation payable under this Section 3.4 and will not,
in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. Notwithstanding anything in
Sections 3.4(a) or 3.4(b) to the contrary, no Borrower shall be obligated to compensate any Lender for any amount
arising or accruing before 90 days prior to the date on which such Lender gives notice to such Borrower and the Administrative
Agent under this Section 3.4(c) (except that, if the Regulatory Change or other event giving rise to such increased costs
or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect
thereof).


 


(d)  Notwithstanding
anything to the contrary contained in this Agreement, (i) this Section 3.4 shall not apply to taxes, and (ii) all indemnification
(including with respect to increased costs and reduction in amounts received) relating to or attributable to taxes shall be governed
solely and exclusively by Section 3.1.


 




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(e)   The
agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.


 


(f)   Notwithstanding
any other provision in this Section, no Lender shall demand compensation for any increased cost pursuant to this Section if it
shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under
comparable provisions of other credit agreements; provided that no Lender shall be required to disclose any confidential or proprietary
information in respect of such demand.


 


Section 3.5 Funding
Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any Lender (with a copy
to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless
from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender
as a result of any action taken pursuant to Section 3.2):


 


(a)  any
continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan or a Canadian Prime
Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason
of acceleration, or otherwise);


 


(b)  any
failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Loan other than a Base Rate Loan or a Canadian Prime Rate Loan on the date or in the amount notified by such Borrower;


 


(c)  any
failure by any Borrower to make payment of any Loan (or interest due thereon) denominated in an Alternative Currency or Australian
Dollars on its scheduled due date or any payment thereof in a different currency; or


 


(d)  any
assignment of a Eurocurrency Rate Loan or Tranche C Loans on a day other than the last day of the Interest Period therefor as a
result of a request by such Borrower pursuant to Section 9.17;


 


including any foreign exchange loss and
any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable
to terminate the deposits from which such funds were obtained but excluding loss of anticipated profits or margin for the period
after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative
fees charged by such Lender in connection with the foregoing.


 


The agreements in this Section shall survive
the termination of the Aggregate Commitments and repayment of all other Obligations.


 


Section 3.6 Matters
Applicable to all Requests for Compensation.


 


(a)  A
certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in
reasonable detail the additional amount or amounts to be


 




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paid to it hereunder shall be conclusive
and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such
Lender may use any reasonable averaging and attribution methods.


 


(b)  If
(i) the obligation of any Lender to make Eurocurrency Rate Loans shall be suspended pursuant to Section 3.2 or (ii) any
Lender has demanded compensation under Section 3.1 or Section 3.4 with respect to Eurocurrency Rate Loans, the applicable
Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower
that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after
the date of such notice from such Borrower (A) all Loans which would otherwise be made by such Lender as Eurocurrency Rate Loans
shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Eurocurrency
Rate Loans of the other Lenders), and (B) after each of such Lender’s Eurocurrency Rate Loans has been repaid, all payments
of principal which would otherwise be applied to Eurocurrency Rate Loans shall be applied to repay such Lender’s Base Rate
Loans instead.


 


(c)  If
any Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines
that it is unlawful or impermissible for it to make, maintain or fund Eurocurrency Rate Loans pursuant to Section 3.2, the
applicable Borrower may replace such Lender in accordance with Section 9.17.


 


(d)  Prior
to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or
Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances
giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require
full performance by such Borrower of its obligations under such Sections.


 


ARTICLE IV


 


CONDITIONS


 


Section
4.1 Effectiveness. This Agreement shall become effective, and the commitments under each of the Existing Credit Facilities
shall be automatically terminated, on the date that each of the following conditions shall have been satisfied:


 


(a)  Receipt
by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the applicable Borrower, each dated the Closing Date (or,
in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory
to the Administrative Agent and its legal counsel:


 


(i)  executed
counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent and each Borrower;


 




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(ii)  a
Note executed by each Borrower in favor of each Lender requesting a Note;


 


(iii)  such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each
Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents;


 


(iv)  such
documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized
or formed, and that such Borrower is validly existing, in good standing and qualified to engage in business, in its jurisdiction
of organization;


 


(v)  a
favorable opinion of Eversheds Sutherland (US) LLP, counsel to TMCC, addressed to the Administrative Agent and each Lender;


 





 


(vi)  a
favorable opinion of Pietrantoni Méndez & Alvarez LLP, counsel to TCPR, addressed to the Administrative Agent and each
Lender;


 


(vii)  a
favorable opinion of Stikeman Elliott LLP, counsel to TCCI, addressed to the Administrative Agent and each Lender;


 


(viii)  favorable
opinions of Freshfields Bruckhaus Deringer LLP, counsel to TMFNL, TFSUK, TKG and TLG, addressed to the Administrative Agent and
each Lender;


 


(ix)  a
favorable opinion of King & Wood Mallesons, counsel to TFA, addressed to the Administrative Agent and each Lender;


 


(x)  on
the Closing Date, the following statements shall be true and the Administrative Agent shall have received for the account of each
Lender a certificate of a Responsible Officer of each Borrower, stating that:


 


		(A)	the representations and warranties contained in Article V hereof are correct on and
as of the Closing Date; and



 


		(B)	no event has occurred and is continuing that constitutes
a Default; and



 


(xi)  such
other assurances, certificates, documents or consents as the Administrative Agent, the Swing Line Lenders or the applicable Required
Lenders reasonably may require.


 


(b)  Any
fees required to be paid pursuant to the Fee Letters on or before the Closing Date shall have been paid.


 




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(c)  The
Borrowers shall have paid in full all indebtedness, interest, fees and other amounts outstanding under each Existing Credit Facility
and each Existing Credit Facility shall have been terminated. Each of the Lenders that is a party to any Existing Credit Facility
hereby waives, upon execution of this Agreement, any applicable requirement of prior notice under such credit agreement relating
to the termination of commitments thereunder.


 


(d)  Each
Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each
Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower.


 


Without limiting the
generality of the provisions of Section 8.3, for purposes of determining compliance with the conditions specified in this
Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to
be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying
its objection thereto.


 


Section 4.2 Conditions
to all Loans. The obligation of each Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only
a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any
Borrower is subject to the following conditions precedent:


 


(a)  The
representations and warranties of such Borrower contained in Article V (except for the representations and warranties set
forth in Section 5.4(b), 5.5(a) or 5.8(b), the accuracy of which it is expressly agreed shall not be a condition
to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) to the extent
that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as
of such earlier date, (B) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a)
shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the
representations and warranties contained in Section 5.1 and Section 5.2(ii) shall be true and correct in all respects.


 


(b)  No
Default with respect to such Borrower shall exist, or would result from such proposed Loan.


 


(c)  The
Applicable Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the
requirements hereof.


 


Each Request for Loans
(other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency
Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that
the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loans.


 




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ARTICLE V


 


REPRESENTATIONS AND WARRANTIES


 


Each Borrower represents
and warrants to the Administrative Agent and the Lenders, as to itself only and not as to any other Borrower, that:


 


Section  5.1
Corporate Existence and Power. Such Borrower (a) is duly organized, validly existing and in good standing under the Laws
of its jurisdiction of organization, (b) has all organizational powers to execute, deliver and perform its obligations under the
Loan Documents to which it is a party and (c) is qualified to carry on its business as now conducted under
the Laws of each jurisdiction where the conduct of its business requires such qualification; except in the case referred
to in clause (c), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect with respect
to such Borrower.


 


Section  5.2
Corporate and Governmental Authorization: No Contravention. The execution, delivery and performance by such Borrower of
this Agreement and each other Loan Document are within such Borrower’s organizational powers, have been duly authorized by
all necessary organizational action, require no action by or in respect of, or filing with, any Governmental Authority except such
as have been obtained and do not contravene, or constitute a default under, (i) any provision of the Organization Documents of
such Borrower, (ii) any provision of applicable Law or (iii) any provision of any agreement, judgment, injunction, order, decree
or other instrument binding upon such Borrower or any of its Subsidiaries, and in each case referred to in clauses (ii) and (iii),
where such contravention or default, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect
with respect to such Borrower.


 


Section  5.3
Binding Effect. This Agreement constitutes a valid and binding agreement of such Borrower and each other Loan Document,
when executed and delivered by such Borrower in accordance with this Agreement, will constitute a valid and binding obligation
of such Borrower, in each case enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.


 


Section  5.4
Financial Statements.


 


(a)  The
Audited Financial Statements applicable to such Borrower (i) were prepared in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects (A) in
the case of TMCC, the consolidated financial position of TMCC and its Consolidated Subsidiaries as of such date and their consolidated
results of operations and cash flows for such fiscal year, (B) in the case of TFSUK, the consolidated financial position of TFSUK
and its Consolidated Subsidiaries as of such date and their consolidated results of operations for such fiscal year, (C) in the
case of TKG, the consolidated financial position of TKG and its Consolidated Subsidiaries as of such date and their consolidated
results of operations for such fiscal year, (D) in the case of TFA, the consolidated financial position of TFA and its Consolidated
Subsidiaries as of such date and their consolidated results of operations for such fiscal year and (E) in the case of each


 




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other Borrower, the financial position
of such Borrower as of such date and its results of operations and cash flow for such fiscal year.


 


(b)  Except
as publicly disclosed, since the date of the Audited Financial Statements, there has been no material adverse change in the business,
financial position or results of operations of such Borrower and its Consolidated Subsidiaries, considered as a whole.


 


Section  5.5
Litigation. There is no action, suit or proceeding pending against, or to the knowledge of such Borrower threatened against
or affecting, such Borrower or any of its Subsidiaries before any court, arbiter, or Governmental Authority (a) in which there
is a reasonable likelihood of an adverse decision which would have a Material Adverse Effect with respect to such Borrower, or
(b) which contests the validity of this Agreement or any Loan Document.


 


Section  5.6
Taxes. Such Borrower has paid or caused to be paid duly and within any appropriate time limits all material taxes, except
(a) any tax that is being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves
have been provided in accordance with GAAP or (b) to the extent that the failure to do so would not reasonably be expected to result
in a Material Adverse Effect.


 


Section  5.7
Not an Investment Company. Such Borrower is not an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.


 


Section  5.8
Disclosure. (a) All written information heretofore furnished by such Borrower to the Administrative Agent or any Lender
for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such written information
hereafter furnished by such Borrower to the Administrative Agent or any Lender, taken as a whole, will be true and accurate in
every material respect, on the date as of which such information is delivered or certified; provided that, with respect
to projected financial information, such Borrower represents only that such information was prepared in good faith based upon assumptions
believed by it to be reasonable at the time of preparation (it being understood that projections are not to be viewed as facts
and that actual results may differ significantly from such projections).


 


(b) As of the Closing
Date, the information included in any Beneficial Ownership Certification provided by such Borrower to any Lender in connection
with this Agreement is true and accurate in every material respect.


 


Section  5.9
Representations as to Non-US Obligors. Each of TMFNL, TFSUK, TLG, TCCI, TKG and TFA (each, a “Non-US Obligor”)
additionally represents and warrants to the Administrative Agent and the Lenders that:


 


(a)  Such
Non-US Obligor is subject to Laws with respect to its obligations under this Agreement and the other Loan Documents to which
it is a party (collectively as to such Non-US Obligor, the “Applicable Non-US Obligor Documents”), and the execution,
delivery and performance by such Non-US Obligor of the Applicable Non-US Obligor Documents constitute and will constitute private
and commercial acts and not public or governmental acts. Neither such Non-US Obligor nor any of its property has


 




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any immunity from jurisdiction
of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) under the laws of the jurisdiction in which such Non-US Obligor is organized and existing in respect of
its obligations under the Applicable Non-US Obligor Documents.


 


(b)  The
Applicable Non-US Obligor Documents are in proper legal form under the Laws of the jurisdiction in which such Non-US Obligor is
organized and existing for the enforcement thereof against such Non-US Obligor under the Laws of such jurisdiction, and to ensure
the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Non-US Obligor Documents. It is
not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Non-US
Obligor Documents that the Applicable Non-US Obligor Documents be filed, registered or recorded with, or executed or notarized
before, any court or other authority in the jurisdiction in which such Non-US Obligor is organized and existing or that any registration
charge or stamp or similar tax be paid on or in respect of the Applicable Non-US Obligor Documents or any other document, except
for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until
the Applicable Non-US Obligor Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely
paid.


 


(c)  There
are no Other Taxes imposed by any Governmental Authority in or of the jurisdiction in which such Non-US Obligor is organized and
existing on or by virtue of the execution or delivery of the Applicable Non-US Obligor Documents.


 


(d)  The
execution, delivery and performance of the Applicable Non-US Obligor Documents executed by such Non-US Obligor are, under applicable
foreign exchange control regulations of the jurisdiction in which such Non-US Obligor is organized and existing, not subject to
any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until
a later date (provided that any notification or authorization described in clause (ii) shall be made or obtained as soon
as is reasonably practicable).


 


Section  5.10
Representations as to TCPR. TCPR additionally represents and warrants to the Administrative Agent and each Lender that it
does not own directly or indirectly in accordance with the attribution rules of Section 1092.01(a)(3)(B) of the Puerto Rico Code
fifty percent (50%) or more of the value of the stock of any Lender.


 


Section  5.11
Sanctions. Such Borrower is not currently the subject of any Sanctions, nor, to the knowledge of such Borrower, is
any director, officer or employee of such Borrower currently the subject of any Sanctions applicable to such Borrower.


 


The representation and
warranty given in this Section 5.11 shall not be made by nor apply to any Borrower that qualifies as a resident party domiciled
in the Federal Republic of Germany (Inländer) within the meaning of Sect. 2 paragraph 15 German Foreign Trade Act (Außenwirtschaftsgesetz)
in so far as it would result in a violation of or conflict with Sect. 7


 




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German Foreign Trade
Regulation (Außenwirtschaftsverordnung), any provision of Council Regulation (EC) 2271/96 or any other anti-boycott
statute.


 


The representation and
warranty given in this Section 5.11 shall not be made by nor apply to TCCI only in so far as it would result in a violation
of or conflict with the Foreign Extraterritorial Measures Act (Canada) (together with all amendments, supplements and replacements
thereof from time to time is herein referred to as “FEMA”), the Foreign Extraterritorial Measures (United States) Order
1992 made under the authority of FEMA, together with all amendments, supplements and replacements thereof from time to time, and
any other orders issued under FEMA.


 


It is acknowledged and
agreed that the representation and warranty given in this Section 5.11 is only sought and given to the extent that to do
so would be permissible pursuant to any applicable anti-boycott statute such as (i) Regulation (EC) 2271/96 or (ii) a similar anti-boycott
statute.


 


ARTICLE VI


 


COVENANTS


 


Each Borrower agrees
that, so long as any Lender has any Commitment hereunder to such Borrower or any Loan or any Obligation of such Borrower hereunder
shall remain unpaid or unsatisfied:


 


Section  6.1
Information. Such Borrower will deliver to the Administrative Agent and each of the Lenders:


 


(a)  as
soon as available and in any event within 180 days after the end of each fiscal year of such Borrower, a consolidated balance sheet
or statement of financial position of such Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and the
related consolidated statements of income (or comprehensive income) and cash flows for such fiscal year (to the extent that such
Borrower is required to prepare statements of cash flows in accordance with GAAP), setting forth in each case in comparative form
the figures for the previous fiscal year, all reported on by independent public accountants of nationally recognized standing;


 


(b)  as
soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of such
Borrower, a consolidated balance sheet of such Borrower and its Consolidated Subsidiaries as of the end of such quarter and the
related consolidated statements of income and cash flows for such quarter and for the portion of such Borrower’s fiscal year
ended at the end of such quarter setting forth in the case of such statements of income and cash flow in comparative form the figures
for the corresponding quarter and the corresponding portion of such Borrower’s fiscal year; provided, however,
that no Borrower other than TMCC and TCPR shall be required to provide financial information under this subsection (b);


 




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(c)  within
10 days after any Principal Officer of such Borrower obtains knowledge of any Default in respect of such Borrower, if such Default
is then continuing, a certificate of a Principal Officer of such Borrower setting forth the details thereof and the action which
such Borrower is taking or proposes to take with respect thereto;


 


(d)  [reserved];


 


(e)  from
time to time such additional information regarding the financial position or business of such Borrower and its Subsidiaries as
the Administrative Agent, at the request of any Lender, may reasonably request.


 


Documents required
to be delivered pursuant to Section 6.1(a) or (b) may be delivered electronically and, if delivered as described
below, shall be deemed to have been delivered on the earlier of the date (i) on which such Borrower posts such documents, or provides
a link thereto on such Borrower's website on the Internet at the website address listed on Schedule 9.2; (ii) on which such
documents are posted on the Securities and Exchange Commission’s website (www.sec.gov) or on the website for the London Stock
Exchange (www.londonstockexchange.com); or (iii) on which such documents are posted on such Borrower’s behalf on any website
to which each Lender and the Administrative Agent have access (whether a commercial, third-party website such as IntraLinks or
DebtDomain or whether sponsored by the Administrative Agent); provided that (x) such Borrower shall deliver electronic copies
of such documents to the Administrative Agent if any Lender requests such Borrower to deliver such copies, each time such request
is made and (y) in the case of clause (i), such Borrower shall notify (which may be by facsimile or electronic mail) the Administrative
Agent, which shall notify the Lenders, of the posting of any such documents. The Administrative Agent shall have no obligation
to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility
to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.


 


Each Borrower hereby acknowledges that
(a) the Administrative Agent, the Sub-Agents and the Arrangers will make available to the Lenders materials and/or information
provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower
Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders
(each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with
respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may
be engaged in investment and other market-related activities with respect to such Persons’ securities. The Administrative
Agent, the Sub-Agents, the Arrangers and each Borrower hereby agree that (v) no Borrower Materials shall be made available to Public
Lenders unless such Borrower has clearly and conspicuously marked such Borrower Materials “PUBLIC” which, at a minimum,
shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (w) by marking Borrower Materials
“PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Sub-Agents, the Arrangers
and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers
or their respective securities for purposes of United States Federal and state securities laws (provided, however,
that to the


 




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extent such Borrower Materials constitute
Information, they shall be treated as set forth in Section 9.8); (x) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Investor;” (y) the Administrative
Agent, the Sub-Agents and the Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable
only for posting on a portion of the Platform not designated “Public Investor” and (z) no personal identifiable information
or personal data, including any Beneficial Ownership Certification, shall be made available, posted to or transmitted through any
Platform.


 


Section  6.2
[Reserved].


 


Section 6.3 Preservation
and Maintenance of Corporate Existence. Such Borrower will preserve, renew and keep in full force and effect, and will cause
each Significant Subsidiary to preserve, renew and keep in full force and effect, their respective corporate existence and their
respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that neither
such Borrower nor any of its Significant Subsidiaries shall be required to preserve any right, privilege or franchise to the extent
the non-preservation of such right, privilege or franchise would not reasonably be expected to have a Material Adverse Effect with
respect to such Borrower or such Significant Subsidiary; and provided further that nothing in this Section 6.3 shall
prohibit (i) any merger or consolidation involving such Borrower which is permitted by Section 6.6, (ii) the merger of a
Significant Subsidiary into such Borrower or the merger or consolidation of a Significant Subsidiary with or into another Person
if the corporation surviving such consolidation or merger is a Significant Subsidiary and if, in each case, after giving effect
thereto, no Default with respect to such Borrower shall have occurred and be continuing or (iii) the termination of the corporate
existence of any Significant Subsidiary if such Borrower in good faith determines that such termination is in the best interest
of such Borrower and is not materially disadvantageous to the Lenders.


 


Section  6.4
Compliance with Laws. Such Borrower will comply, and cause each Significant Subsidiary to comply, with all applicable Laws
(including, without limitation, Environmental Laws and ERISA and the rules and regulations thereunder) except (i) where failure
to do so would not reasonably be expected to result in (x) a Material Adverse Effect with respect to such Borrower or Significant
Subsidiary or (y) a material impairment of the rights and remedies of the Administrative Agent or any Lender under this Agreement
or (ii) where the necessity of compliance therewith is contested in good faith by appropriate proceedings.


 


Section  6.5
Negative Pledge. Such Borrower will not pledge or otherwise subject to any lien any property or assets of such Borrower
to secure any indebtedness for borrowed money incurred, issued, assumed or guaranteed by such Borrower unless the Loans and the
Obligations of such Borrower under this Agreement are secured by such pledge or lien equally and ratably with all other indebtedness
secured thereby so long as such other indebtedness shall be so secured; provided, however, that such covenant will
not apply to liens securing indebtedness which do not in the aggregate at any one time outstanding exceed 20% of Net Tangible Assets
(as defined below) of such Borrower and its Consolidated Subsidiaries and also will not apply to:


 


(a)  the
pledge of any assets of such Borrower to secure any financing by such Borrower of the exporting of goods to or between, or the
marketing thereof in, jurisdictions other


 




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than the United States (as to TMCC only),
Puerto Rico (as to TCPR only), Canada (as to TCCI only), the Netherlands (as to TMFNL only), Germany (as to TKG and TLG only),
Australia (as to TFA only) and the United Kingdom (as to TFSUK only) in connection with which such Borrower reserves the right,
in accordance with customary and established banking practice, to deposit, or otherwise subject to a lien, cash, securities or
receivables, for the purpose of securing banking accommodations or as the basis for the issuance of bankers’ acceptances
or in aid of other similar borrowing arrangements;


 


(b)  the
pledge of receivables of such Borrower payable in currencies other than US Dollars to secure borrowings in jurisdictions other
than the United States (as to TMCC only), Puerto Rico (as to TCPR only), Canada (as to TCCI only), the Netherlands (as to TMFNL
only), Germany (as to TKG and TLG only), Australia (as to TFA only) and the United Kingdom (as to TFSUK only);


 


(c)  any
deposit of assets of such Borrower in favor of any governmental bodies to secure progress, advance or other payments under a contract
or statute;


 


(d)  any
lien or charge on any property of such Borrower, tangible or intangible, real or personal, existing at the time of acquisition
or construction of such property (including acquisition through merger or consolidation) or given to secure the payment of all
or any part of the purchase or construction price thereof or to secure any indebtedness incurred prior to, at the time of, or within
one year after, the acquisition or completion of construction thereof for the purpose of financing all or any part of the purchase
or construction price thereof;


 


(e)  bankers’
liens or rights of offset (including any pledges further to general terms and conditions of a Dutch bank);


 


(f)  any
lien securing the performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money,
obtaining of advances or credit or the securing of debt, if made and continuing in the ordinary course of business;


 


(g)  any
lien to secure non-recourse obligations in connection with such Borrower’s engaging in leveraged or single-investor lease
transactions;


 


(h)  any
lien to secure payment obligations with respect to (x) rate swap transactions, swap options, basis swaps, forward rate transactions,
commodity swaps, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options,
foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, credit protection transactions, credit swaps, credit default swaps, credit default options,
total return swaps, credit spread transactions, repurchase transactions, reverse repurchase transactions, buy/sell-back transactions,
securities lending transactions, weather index transactions, or forward purchases or sales of a security, commodity or other financial
instrument or interest (including any option with respect to any of these transactions), or (y) transactions that are similar to
those described above;


 




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(i)  for
the avoidance of doubt, any lien or security interest granted or arising in connection with a bona fide securitization transaction
by which such Borrower sells vehicle loan receivables, vehicle installment contracts, vehicle leases (together with or without
the underlying vehicles), and/or other accounts receivable or assets, the records relating thereto and the proceeds, rights and
benefits accruing to it thereunder (the “Securitized Assets”) and underlying vehicles or assets if not included
with the Securitized Assets to a trust or entity established for the purpose of, among other things, purchasing, holding or owning
Securitized Assets;


 


(j)  any
extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any lien, charge
or pledge referred to in the foregoing clauses (a) to (i), inclusive, of this Section 6.5; provided, however,
that the amount of any and all obligations and indebtedness secured thereby shall not exceed the amount thereof so secured immediately
prior to the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to
all or a part of the property which secured the charge or lien so extended, renewed or replaced (plus improvements on such property);
and


 


(k)  in
the case of TFA, any security interest provided for by one of the following transactions if the transaction does not secure payment
or performance of an obligation: (a) a transfer of an account or chattel paper; (b) a commercial consignment; or (c) a PPS lease,
where “account”, “chattel paper”, “commercial consignment” and “PPS lease” have
the same meanings given to them in the Personal Property Securities Act 2009 of Australia.


 


“Net Tangible
Assets” means, with respect to any Borrower, the aggregate amount of assets (less applicable reserves and other properly
deductible items) of such Borrower and its Consolidated Subsidiaries after deducting therefrom all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense and other like intangibles of such Borrower and its Consolidated Subsidiaries, all
as set forth on the most recent balance sheet of such Borrower and its Consolidated Subsidiaries prepared in accordance with GAAP.


 


Section  6.6
Consolidations. Mergers and Sales of Assets. (a) Such Borrower shall not consolidate with or merge into any other
Person or convey, transfer or lease (whether in one transaction or in a series of transactions) all or substantially all of its
properties and assets to any Person, unless:


 


(i)  the
Person formed by such consolidation or into which such Borrower is merged or the Person which acquires by conveyance or transfer,
or which leases, all or substantially all of the properties and assets of such Borrower shall be a Person organized and existing
under the Laws of the jurisdiction of organization of such Borrower, the United States of America, any State thereof, the District
of Columbia or Puerto Rico or, in the case of TCCI, Canada or any province of Canada or, in the case of TFA, the Commonwealth of
Australia or any political sub-division thereof (the “Successor Corporation”) and shall expressly assume, by
an amendment or supplement to this Agreement, signed by such Borrower and such Successor Corporation and delivered to the Administrative
Agent, such Borrower’s obligation with respect to the due and punctual payment of the principal of and interest on all the
Loans made to such Borrower and the due and punctual payment of all other Obligations payable by such


 




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Borrower
hereunder and the performance or observance of every covenant herein on the part of such Borrower to be performed or observed;


 


(ii)  immediately
after giving effect to such transaction and treating any indebtedness which becomes an obligation of such Borrower as a result
of such transaction as having been incurred by such Borrower at the time of such transaction, no Default with respect to such Borrower
shall have happened and be continuing;


 


(iii)  if,
as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of such Borrower would
become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by Section 6.5
hereof, such Borrower or the Successor Corporation, as the case may be, takes such steps as shall be necessary effectively to secure
the Loans and the Obligations of such Borrower under this Agreement equally and ratably with (or prior to) all indebtedness secured
thereby; and


 


(iv)  such
Borrower has delivered to the Administrative Agent a certificate signed by a Responsible Officer, together with, in the case of
consolidation or merger in which such Borrower is not the surviving Person, (A) a written opinion or opinions of counsel satisfactory
to the Administrative Agent (who may be counsel to such Borrower), stating that such amendment or supplement to this Agreement
complies with this Section 6.6 and that all conditions precedent herein provided for relating to such transaction have been
complied with, and (B) any materials or information reasonably requested by any Lender through the Administrative Agent to comply
with “know your customer” or similar identification procedures under applicable laws and regulations.


 


(b)  Upon
any consolidation or merger or any conveyance, transfer or lease of all or substantially all of the properties and assets of such
Borrower in accordance with Section 6.6(a), the Successor Corporation shall succeed to, and be substituted for, and may
exercise every right and power of, such Borrower under this Agreement and the Loans with the same effect as if the Successor Corporation
had been named as a Borrower therein and herein, and thereafter, such then existing Borrower, except in the case of a lease of
such then existing Borrower’s properties and assets, shall be released from its liability as obligor on any of the Loans
and under this Agreement.


 


Section  6.7
Use of Proceeds. The proceeds of the Loans made under this Agreement will be used by such Borrower for its general corporate
purposes and will not be used directly, or knowingly indirectly, (a) to support activity in or with a country or region officially
and comprehensively sanctioned by the United States, the United Nations, the United Kingdom or the European Union, (b) to fund
activities or business of any Designated Person subject to official Sanctions imposed by the United States, the United Nations,
Her Majesty's Treasury of the United Kingdom or the European Union, except to the extent such activity or business would not be
prohibited for a U.S., U.K. or European Union person pursuant to Sanctions or (c) for any payments to any governmental official
or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign
Corrupt Practices Act of 1977, or other applicable Anti-Corruption Law. None of such


 




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proceeds will be used, directly or indirectly
for the purpose, whether immediate, incidental or ultimate of buying or carrying any “margin stock” within the meaning
of Regulation U. After application of the proceeds of any Loan, not more than 25% of the assets of the Borrower of such Loan that
are subject to a restriction on sale, pledge, or disposal under this Agreement will be represented by "margin stock,"
as that term is defined in Regulation U of the Board of Governors of the United States Federal Reserve System. During the Tranche
A Availability Period, the Tranche B Availability Period, and the Tranche C Availability Period, as applicable, subject to the
other terms and conditions of this Agreement, such Borrower may request and use the proceeds of Loans of one Type to repay outstanding
Loans of another Type and to repay outstanding Swing Line Loans.


 


The covenant given
in this Section 6.7 shall not be made by nor apply to any Borrower that qualifies as a resident party domiciled in the Federal
Republic of Germany (Inländer) within the meaning of Sect. 2 paragraph 15 German Foreign Trade Act (Außenwirtschaftsgesetz)
in so far as it would result in a violation of or conflict with Sect. 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung),
any provision of Council Regulation (EC) 2271/96 or any other anti-boycott statute.


 


The covenant given
in this Section 6.7 shall not be made by nor apply to TCCI only in so far as it would result in a violation of or conflict with
FEMA, the Foreign Extraterritorial Measures (United States) Order 1992 made under the authority of FEMA, together with all amendments,
supplements and replacements thereof from time to time, and any other orders issued under FEMA.


 


It is acknowledged
and agreed that the covenant given in this Section 6.7 is only sought and given to the extent that to do so would be permissible
pursuant to any applicable anti-boycott statute such as (i) Regulation (EC) 2271/96 or (ii) a similar anti-boycott statute.


 


ARTICLE VII


 


DEFAULTS


 


Section  7.1
Events of Default. If one or more of the following events (“Events of Default”) shall have occurred and
be continuing with respect to a Borrower:


 


(a)  such
Borrower shall fail to pay when due any principal of any Loan made to it or shall fail to pay within five days of the due date
thereof any interest on any Loan, any fees or any other amount payable by it hereunder;


 


(b)  such
Borrower shall fail to observe or perform any covenant contained in Section 6.1(c), Section 6.5, Section 6.6
or Section 6.7;


 


(c)  such
Borrower shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause
(a) or (b) above) for 30 days after notice thereof has been given to such Borrower by the Administrative Agent at the request of
any Lender;


 




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(d)  any
representation or warranty made by such Borrower in this Agreement or in any certificate or other document delivered pursuant to
this Agreement shall prove to have been incorrect in any material respect when made (or deemed made);


 


(e)  indebtedness
for borrowed money of such Borrower and any of its Subsidiaries in an aggregate outstanding amount in excess of (i) in the case
of TMCC, US$600,000,000 or its Dollar Equivalent, (ii) in the case of TFSUK, TMFNL, TCCI or TFA, US$150,000,000 or its Dollar Equivalent
and (iii) in the case of each other Borrower, US$100,000,000 or its Dollar Equivalent, shall not be paid when due or shall be accelerated
prior to its stated maturity date and, within 10 days after written notice thereof is given to such Borrower(s) by the Administrative
Agent, such indebtedness shall not be discharged or such acceleration shall not be rescinded or annulled;


 


(f)  such
Borrower or any Significant Subsidiary of such Borrower shall commence or consent to the commencement of any proceeding under any
Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator, rehabilitator (which, in the case of TFA, shall include any administrator, receiver
and manager or controller as defined in the Australian Corporations Act) or similar officer for it or for all or any material part
of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator (which, in the case of TFA, shall
include any administrator, receiver and manager or controller as defined in the Australian Corporations Act) or similar officer
is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 90 calendar
days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property
is instituted without the consent of such Person and continues undismissed or unstayed for 90 calendar days, or an order for relief
is entered in any such proceeding; provided that, as to TKG, a mere notification of an imminent illiquidity pursuant to
Section 46(b) sub-section 1, second half sentence of the German Banking Act (Kreditwesengesetz) to BaFin shall not be an
Event of Default;


 


(g)  any
member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of US$600,000,000 which it shall
have become liable to pay under Title IV of ERISA or as a result of one or more of the following: (i) termination of a Plan by
any member of an ERISA Group, any plan administrator or any combination of the foregoing; (ii) the PBGC instituting proceedings
under Title IV of ERISA to terminate, or to cause a trustee to be appointed to administer any Plan, or the PBGC being entitled
to obtain a decree adjudicating that any Plan must be terminated; or (iii) a complete or partial withdrawal from, or a default,
within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which would cause one or more
members of the ERISA Group to incur a current payment obligation in excess of $600,000,000; provided that no Default or
Event of Default under this Section 7.1(g) shall be deemed to have occurred if any Borrower or member of the ERISA Group
shall have made arrangements satisfactory to the PBGC and the Required Lenders to discharge or otherwise satisfy such liability
(including by the posting of a bond or other security);


 




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(h)  judgments
or orders for the payment of money in excess of (i) in the case of TMCC, US$600,000,000 or its Dollar Equivalent, (ii) in the case
of TFSUK, TMFNL, TCCI or TFA, US$150,000,000 or its Dollar Equivalent and (iii) in the case of each other Borrower, US$100,000,000
or its Dollar Equivalent, in the aggregate shall be rendered against such Borrower or any Significant Subsidiary of such Borrower
and such judgments or orders shall continue unsatisfied and unstayed for a period of 60 days (for this purpose, a judgment shall
effectively be stayed during a period when it is not yet due and payable), provided, however, that any such judgment or
order shall not be an Event of Default under this Section 7.1(h) if and for so long as (i) the amount of such judgment or
order is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and
(ii) such insurer, which shall be rated at least “A” by A.M. Best Company, has been notified of, and has not disputed
the claim made for payment of, the amount of such judgment or order; or


 


(i)  such
Borrower shall cease to be a TMC Consolidated Subsidiary;


 


then, and in every such event, the Administrative
Agent shall, at the request of, or may, with the consent of, the applicable Required Lenders and after notice to TMCC and the applicable
Borrower (i) terminate the commitment of each Lender to make Loans to such Borrower, and they shall thereupon terminate, and (ii)
declare the unpaid principal amount of all outstanding Loans made to such Borrower, all interest accrued and unpaid thereon, and
all other amounts owing or payable hereunder or under any other Loan Document by such Borrower to be immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Borrower; provided,
however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under
the Bankruptcy Code of the United States, the obligation of each Lender to make Loans to such Borrower shall automatically terminate,
the unpaid principal amount of all outstanding Loans made to such Borrower and all interest and other amounts as aforesaid shall
automatically become due and payable.


 


Section 7.2 Application
of Funds.  After the exercise of remedies provided for in Section 7.1 (or after the Loans have automatically become
immediately due and payable), any amounts received on account of the Obligations of any Borrower shall be applied by the Administrative
Agent in the following order:


 


first,
to payment of that portion of the Obligations of such Borrower constituting fees, indemnities, expenses and other amounts (including
Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;


 


second,
to payment of that portion of the Obligations of such Borrower constituting fees, indemnities and other amounts (other than principal
and interest) payable to the appropriate Lenders (including Attorney Costs and amounts payable under Article III), ratably
among them in proportion to the amounts described in this clause Second payable to them;


 


third,
to payment of that portion of the Obligations of such Borrower constituting accrued and unpaid interest on the Loans, ratably among
the appropriate Lenders in proportion to the respective amounts described in this clause Third payable to them;


 




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fourth,
to payment of that portion of the Obligations of such Borrower constituting unpaid principal of the Loans, ratably among the appropriate
Lenders in proportion to the respective amounts described in this clause Fourth held by them; and


 


fifth,
the balance, if any, after all of the Obligations of such Borrower have been indefeasibly paid in full, to such Borrower or as
otherwise required by Law.


 


ARTICLE VIII


 


THE ADMINISTRATIVE AGENT


 


Section 8.1 Appointment
and Authorization of Administrative Agent. Each Lender hereby irrevocably appoints, designates and authorizes the Administrative
Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such
powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together
with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein
or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or Participant,
and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or
any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not
intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law.
Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship
between independent contracting parties.


 


Section 8.2 Delegation
of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all
matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent
or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.


 


Section 8.3 Liability
of Administrative Agent. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of
them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for
its own gross negligence or willful misconduct in connection with its duties expressly set forth herein) or (b) be responsible
in any manner to any Lender or Participant for any recital, statement, representation or warranty made by any Borrower or any officer
thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document,
or the validity, effectiveness, genuineness,


 




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enforceability or sufficiency of this Agreement
or any other Loan Document, or for any failure of any Borrower or any other party to any Loan Document to perform its obligations
hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or Participant to ascertain or to
inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other
Loan Document, or to inspect the properties, books or records of any Borrower or any Affiliate thereof.


 


Section 8.4 Reliance
by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon
any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, facsimile or
telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including
counsel to the Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice
or concurrence of the applicable Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified
to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the applicable Required
Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders.


 


Section 8.5 Notice
of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except
with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the
account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or a Borrower referring
to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative
Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to
such Default as may be directed by the applicable Required Lenders in accordance with Article VII; provided, however,
that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable or
in the best interest of the Lenders.


 


Section 8.6 Credit
Decision; Disclosure of Information by Administrative Agent. Each Lender acknowledges that no Agent-Related Person has made
any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent to and
acceptance of any assignment or review of the affairs of any Borrower or any Affiliate thereof, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons
have disclosed material information in their possession. Each Lender acknowledges that it has, independently and without reliance
upon any Agent-Related Person and based on such documents and information


 




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as it has deemed appropriate, made its
own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness
of each Borrower, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend credit to a Borrower hereunder. Each Lender also acknowledges that it will,
independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement
and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects,
operations, property, financial and other condition and creditworthiness of each Borrower. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall
not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of any Borrower or any of its Affiliates which may come
into the possession of any Agent-Related Person.


 


Section 8.7 Indemnification
of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon
demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrowers and without limiting the obligation
of the Borrowers to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities
incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of
any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent
jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided,
however, that no action taken in accordance with the directions of the applicable Required Lenders shall be deemed to constitute
gross negligence or willful misconduct for purposes of this Section; provided, further, that such Indemnified Liability
was incurred by or asserted against such Agent-Related Person acting as or for the Administrative Agent in connection with such
capacity. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable
share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with
the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document,
or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses
by or on behalf of the Borrowers. The undertaking in this Section shall survive termination of the Aggregate Commitments, the payment
of all other Obligations and the resignation of the Administrative Agent.


 


Section 8.8 Administrative
Agent in its Individual Capacity. BNP Paribas and its Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each Borrower and its Affiliates as though BNP Paribas were not the Administrative Agent hereunder and without
notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, BNP Paribas or its Affiliates may
receive


 




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information regarding a Borrower or any
of its Affiliates (including information that may be subject to confidentiality obligations in favor of a Borrower or such Affiliate)
and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to
its Loans, BNP Paribas shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights
and powers as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” include
BNP Paribas in its individual capacity.


 


Section 8.9 Successor
Administrative Agent and Sub-Agents.


 


(a) The Administrative
Agent and each Sub-Agent may resign as Administrative Agent or Sub-Agent, as applicable, upon 30 days’ notice to the applicable
Lenders. If the Person serving as Administrative Agent or a Sub-Agent is a Defaulting Lender pursuant to clause (e) of the definition
thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrowers and such Person,
remove such Person as Administrative Agent or Sub-Agent. If no successor shall have been so appointed by the Required Lenders and
shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal
Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective
Date. If (i) the Administrative Agent resigns or is removed under this Agreement, the Required Lenders shall appoint from among
the Lenders a successor administrative agent for the Lenders, which such successor administrative agent shall have entered into
a licensing arrangement with Markit Group Ltd., (ii) the Canadian Sub-Agent resigns or is removed, the Required Lenders referred
to in paragraph (a) in the definition of “Required Lenders” shall appoint from among the Tranche B Lenders a successor
Canadian sub-agent, which shall be a bank that is not a non-resident of Canada for purposes of Part XIII of the Canadian ITA, (iii)
the Australian Sub-Agent resigns or is removed, the Required Lenders referred to in paragraph (a) in the definition of “Required
Lenders” shall appoint from among the Tranche C Lenders a successor Australian sub-agent, and (iv) any Swing Line Agent resigns,
the Required Lenders shall appoint from among the Swing Line Lenders a successor replacement Swing Line agent, which shall be a
bank with an office in the United Kingdom, United States, Canada or Australia, as applicable, or an Affiliate of any such bank
with an office in the United Kingdom, United States, Canada or Australia, as applicable, which successor, in each case, shall consent
to such appointment and shall be consented to by the Borrowers in writing at all times other than during the existence of an Event
of Default (which consent of the Borrowers shall not be unreasonably withheld). If no such successor is so appointed prior to the
effective date of the resignation or removal of the Administrative Agent or applicable Sub-Agent, the Administrative Agent or Sub-Agent,
as applicable, may appoint, after consulting with the Lenders and the Borrowers, a successor which meets the qualifications set
forth above and consents to the appointment. Upon the acceptance of its appointment as successor administrative agent or sub-agent
hereunder, the Person acting as such successor administrative agent or sub-agent shall succeed to all the rights, powers and duties
of the retiring or removed Administrative Agent or Sub-Agent and the term “Administrative Agent” or “Sub-Agent”,
as applicable, shall mean such successor administrative agent or sub-agent, and the retiring or removed Administrative Agent’s
or Sub-Agent’s appointment, powers and duties as Administrative Agent or Sub-Agent (and, in the case of the Administrative
Agent, the Administrative Agent’s licensing arrangement with Markit Group


 




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Ltd.) shall be terminated. After any retiring
or removed Administrative Agent’s or Sub-Agent’s resignation or removal hereunder as Administrative Agent or Sub-Agent,
the provisions of this Article VIII and Sections 9.4 and 9.5 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent or Sub-Agent under this Agreement. If no successor administrative agent or sub-agent,
as applicable, has accepted appointment as Administrative Agent or Sub-Agent by the date which is 30 days following a retiring
Administrative Agent’s or Sub-Agent’s notice of resignation, the retiring Administrative Agent’s or Sub-Agent’s
resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative
Agent or Sub-Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.


 


(b) Notwithstanding
anything to the contrary contained herein, if at any time BNP Paribas assigns all of its Commitments and Committed Loans pursuant
to Section 9.7(b), BNP Paribas and its Affiliates may, upon 30 days’ notice to the Borrowers, each resign as Swing
Line Agent and Swing Line Lender. In the event of any such resignation as Swing Line Agent and Swing Line Lender, the Borrowers
shall be entitled to appoint from among the Lenders successor Swing Line Agent(s) and successor Swing Line Lender hereunder; provided,
however, that such successor Swing Line Agent(s) or successor Swing Line Lender consents to such appointment; and provided
further, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of BNP
Paribas and its Affiliates as such Swing Line Agent and Swing Line Lender. If BNP Paribas (and its Affiliates) resigns as a Swing
Line Agent and Swing Line Lender, it shall retain all the rights of such Swing Line Agent and Swing Line Lender provided for hereunder
with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to
require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section
2.16(c). Upon the appointment of successor Swing Line Agent(s) and Swing Line Lender, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring Swing Line Agents and Swing Line Lender.


 


Section 8.10 Administrative
Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to a Borrower, the Administrative Agent (irrespective
of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on such Borrower) shall be entitled and empowered, by intervention
in such proceeding or otherwise


 


(a)  to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing by such Borrower and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts
due the Lenders and the Administrative Agent under Section 2.8 and Section 9.4) allowed in such judicial proceeding;
and


 




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(b)  to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender
to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent under Section 2.8 and Section 9.4. Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment
or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect
of the claim of any Lender in any such proceeding.


 


Section 8.11 Other
Agents, Arrangers and Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this
Agreement as a “syndication agent,” “co-agent,” “book manager,” “lead manager,”
“arranger,” “lead arranger” or “co-arranger” shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than, in the case of such Lenders, those applicable to all Lenders as such. Without
limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship
with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so
identified in deciding to enter into this Agreement or in taking or not taking action hereunder.


 


Section 8.12 Canadian
Sub-Agent. The Canadian Sub-Agent is not a non-resident of Canada for purposes of Part XIII of the Canadian ITA and, as such,
it and not the Administrative Agent has been designated under this Agreement to carry out certain duties of the Administrative
Agent in respect of TCCI. The Canadian Sub-Agent shall be subject to each of the obligations in this Agreement to be performed
by the Administrative Agent, and each of TCCI and the Tranche B Lenders agrees that the Canadian Sub-Agent shall be entitled to
exercise each of the rights and shall be entitled to each of the benefits of the Administrative Agent under this Agreement as relate
to the performance of its obligations hereunder. References in Section 3.1 and in the definition of “Taxes”
in Section 1.1 to the Administrative Agent shall also include the Canadian Sub-Agent.


 


ARTICLE IX


 


MISCELLANEOUS


 


Section 9.1 Amendments,
Etc. Except as otherwise set forth in the last sentence of this Section, no amendment or waiver of any provision of this Agreement
or any other Loan Document, and no consent to any departure by any Borrower therefrom, shall be effective unless in writing signed
by the applicable Required Lenders and the applicable Borrower, and acknowledged by the Administrative Agent, and each such waiver
or consent shall be effective


 




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only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:


 


(a)  waive
any condition set forth in Section 4.1(a) without the written consent of each Lender;


 


(b)  extend
or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1)
without the written consent of such Lender;


 


(c)  postpone
any date fixed by this Agreement or any other Loan Document for any scheduled payment of principal, interest, fees or other amounts
due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly
and adversely affected thereby;


 


(d)  reduce
the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under
any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided, however,
that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate”
or to waive any obligation of any Borrower to pay interest at the Default Rate;


 


(e)  change
Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without
the written consent of each directly and adversely affected Lender;


 


(f)  amend
Section 1.6 or the definition of “Alternative Currency” without the written consent of each directly and
adversely affected Lender; or


 


(g)  change
any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or
grant any consent hereunder, without the written consent of each Lender that has a Commitment under the affected Tranche;


 


provided further, that (i)
no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required
above, directly and adversely affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;
(ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required
above, directly and adversely affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment,
waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above,
directly and adversely affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may
be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.


 


In addition, notwithstanding
anything in this Section to the contrary, if the Administrative Agent and the Borrowers shall have jointly identified a manifest
error or any error or omission of


 




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a technical nature, in each case, in any
provision of the Loan Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision and,
in each case, the Administrative Agent shall promptly notify the Lenders of such amendment and such amendment shall become effective
without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the
Required Lenders to the Administrative Agent within 10 Business Days following receipt of notice thereof.


 


Section 9.2 Notices
and Other Communications; Facsimile Copies.


 


(a)  General.
Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including
by facsimile transmission), all such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number
or (subject to subsection (c) below) electronic mail address, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as follows:


 


(i)  if
to a Borrower, the Administrative Agent or any Swing Line Agent, to the address, facsimile number, electronic mail address or telephone
number specified for such Person on Schedule 9.2 or to such other address, facsimile number, electronic mail address or
telephone number as shall be designated by such party in a notice to the other parties; and


 


(ii)  if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by
such party in a notice to the Borrowers and the Administrative Agent.


 


Except as otherwise set forth
herein, all such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual
receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the
relevant party hereto; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if
delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail
(subject to the provisions of subsection (c) below), when delivered; provided, however, that notices and other
communications to the Administrative Agent pursuant to Article II shall not be effective until actually received by
such Person. In no event shall a voicemail message be effective as a notice, communication or confirmation hereunder.


 


(b)  Effectiveness
of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any
such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and
shall be binding on the Borrowers, the Administrative Agent, the applicable Swing Line Agent(s) and the Lenders. The Borrowers
may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however,
that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.


 




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(c)  Use
of Electronic Mail. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided
that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, any Swing
Line Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular
notices or communications.


 


(d)  Reliance
by Administrative Agent, the Swing Line Agents and Lenders. The Administrative Agent, the Swing Line Agents and the Lenders
shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly
given by or on behalf of a Responsible Officer of a Borrower or any other Person designated in writing by a Responsible Officer
of a Borrower to the Administrative Agent and the applicable Swing Line Agent even if (i) such notices were not otherwise made
in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or
(ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify each
Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person
on each notice purportedly given by or on behalf of a Responsible Officer of a Borrower or any other Person designated in writing
by a Responsible Officer of a Borrower to the Administrative Agent. All telephonic notices to and other communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.


 


(e)  Designation
of Representative for Borrowers. Each of TMCC, TCPR, TCCI and TFA (each, an “Other Borrower”), by its execution
of this Agreement, hereby irrevocably appoints each of TMCC and TMFNL, acting alone, and with full power of substitution, as its
agent and representative hereunder (in such capacity, each a “Borrowers’ Representative”), and hereby
authorizes, directs and empowers each of TMCC and TMFNL, acting alone, and with full power of substitution, to act for and in the
name of such Other Borrower and as its agent and representative hereunder and under the other instruments and agreements referred
to herein. TMCC and TMFNL hereby accept each such appointment. Each Other Borrower hereby irrevocably authorizes each of TMCC and
TMFNL, acting alone and with full power of substitution, to take such action on such Other Borrower’s behalf and to exercise
such powers hereunder, under the other Loan Documents, and under the other agreements and instruments referred to herein or therein
as may be contemplated being taken or exercised by such Other Borrower by the terms hereof and thereof, together with such powers
as may be incidental thereto, including, without limitation, to borrow hereunder and deliver Requests for Loans hereunder, to convert,
continue, repay or prepay Loans made hereunder, to increase, reduce or terminate the Commitments, to pay interest, fees, costs
and expenses incurred in connection with the Loans, this Agreement, the other Loan Documents, and the other agreements and instruments
referred to herein or therein, to receive from or deliver to the Administrative Agent or any Sub-Agent any notices, statements,
reports, certificates or other documents or instruments contemplated herein, in the other Loan Documents or in any other agreement
or instrument


 




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referred to herein, to receive from or
transmit to the Administrative Agent or any Sub-Agent any Loan proceeds or payments, and to execute any agreements, amendments,
modifications, supplements or other documents or instruments in connection with this Agreement or the other Loan Documents on its
behalf, and in each case such Other Borrower shall be bound as though the Other Borrower itself had duly taken such action. The
Administrative Agent, each Sub-Agent and each Lender shall be entitled to rely on the appointment and authorization of each Borrowers’
Representative with respect to all matters related to this Agreement, the other Loan Documents and any other agreements or instruments
referred to herein or therein whether or not any particular provision hereof or thereof specifies that such matters may or shall
be undertaken by Borrowers’ Representative. In reliance hereon, the Administrative Agent, each Sub-Agent and each Lender
may deal with either of the Borrowers’ Representatives alone with the same effect as if the Administrative Agent, such Sub-Agent
or such Lender had dealt with each Other Borrower separately and individually. In the event of any conflict between any notices,
communications or other acts of the Borrowers’ Representative and those of any Other Borrower, the notices, communications
and acts of the Borrowers’ Representative shall prevail.


 


Section 9.3 No Waiver;
Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by Law.


 


Section 9.4 Attorney
Costs and Expenses. The Borrowers agree (a) to pay or reimburse the Administrative Agent for all reasonable and demonstrable
costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the
other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or
not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where
required or other additional counsel to the extent required due to a conflict of interest), and (b) to pay or reimburse the Administrative
Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation
of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during
any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding
under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search
and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative
Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent
or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers
of a certificate setting forth in reasonable detail the basis for the amounts demanded. The agreements in this Section shall survive
the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained
in this Agreement, (i) this Section 9.4 shall not govern any indemnification or other


 




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amounts relating to or attributable to
taxes, and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively
by Section 3.1.


 


Section 9.5 Indemnification
by the Borrowers. (a) Whether or not the transactions contemplated hereby are consummated, the Borrowers shall indemnify
and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel,
agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations,
losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs)
of any kind or nature whatsoever (collectively “Losses”) which may at any time be imposed on, incurred by or
asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery,
enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection
with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment, Loan
or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation
for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee
is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses or disbursements are (x) determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result
from a claim brought by any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder
or under any other Loan Document if any Borrower has obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction or (z) result from a claim not involving an act or omission of any Borrower
and that is brought by an Indemnitee against another Indemnitee (other than against any Arranger or the Administrative Agent in
their capacities as such); provided further, that the obligations of any Borrower under this Section to indemnify any Indemnitee
for any Loss with respect solely to such portion of any Loss relating to or calculated based on the loss of principal, interest
or fees shall be limited solely to the amount of principal, interest or fees owed by such Borrower as otherwise provided in this
Agreement, and such indemnity obligations as to such amounts shall not be joint and several to all Borrowers. No Indemnitee shall
be liable for any damages arising from the use by others of any information or other materials obtained through a Platform in connection
with this Agreement, except to the extent such damages resulted from the gross negligence or willful misconduct of such Indemnitee
or in violation of clause (z) of the final paragraph of Section 6.1 (in each case, as determined by a court of competent
jurisdiction in a final and nonappealable judgment), nor shall any Indemnitee have any liability for any indirect or consequential
damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith
(whether before or after the Closing Date).


 


(b)  An
Indemnitee shall give prompt notice to the Borrowers of any claim asserted in writing, or the commencement of any action or proceeding,
in respect of which indemnity may be sought hereunder. All amounts due under this Section 9.5 shall be payable within 10
Business


 




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Days after the Borrowers receive demand
therefor setting forth in reasonable detail the basis for such demand.


 


(c)  In
the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be
effective whether or not such investigation, litigation or proceeding is brought by any Borrower, any Borrower’s equityholders
or creditors or an Indemnitee or any other person or entity, whether or not an Indemnitee is otherwise a party thereto.


 


(d)  The
agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination
of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.


 


(e)  Notwithstanding
the foregoing, the Borrowers shall not, in connection with any single proceeding or series of related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm or internal legal department (in addition to any local counsel)
for all Indemnitees, such firm or internal legal department to be selected by the Administrative Agent; provided that if
an Indemnitee shall have reasonably concluded that (i) there may be legal defenses available to it which are different from or
additional to those available to other Indemnitees and may conflict therewith or (ii) the representation of such Indemnitee and
the other Indemnitees by the same counsel would otherwise be inappropriate under applicable principles of professional responsibility,
such Indemnitee shall have the right to select and retain separate counsel to represent such Indemnitee in connection with such
proceeding(s) at the expense of the Borrowers. Notwithstanding anything to the contrary contained in this Agreement, (i) this Section
9.5 shall not govern Losses or other amounts relating to or attributable to taxes, and (ii) all Losses and other amounts relating
or attributable to taxes shall be governed solely and exclusively by Section 3.1.


 


Section 9.6 Payments
Set Aside. To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent or any Lender,
or the Administrative Agent or any Lender exercises any right of set-off, and such payment or the proceeds of such set-off or any
part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant
to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver
or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such
recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally agrees to pay to the Administrative
Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest
thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Overnight Rate from time
to time in effect, in the applicable currency of such recovery or payment.


 


Section 9.7 Successors
and Assigns.


 




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(a)  The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (other than as permitted by Section 6.6) and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection
(b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii)
by way of pledge or assignment of a security interest subject to the restrictions of subsection (g) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby,
the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)  Any
Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Committed Loans (including for purposes of this subsection (b), participations
in Swing Line Loans) at the time owing to it); provided that any assignment shall be subject to the following additional
conditions: (i) so long as no Event of Default has occurred and is continuing in respect of a Borrower, such Borrower consents
to the assignment (such consent not to be unreasonably withheld or delayed, reasonable considerations to include the credit rating/quality
of such Person, whether such Person is, or is affiliated with, a vehicle finance company affiliate of a vehicle manufacturer, or
such Person would reasonably be expected to increase such Borrower’s payments under or resulting from Article III);
(ii) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Committed
Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund (as defined
in subsection (i) of this Section) with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes
Committed Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than US$10,000,000 (provided that, in the case of TMFNL, such amount
shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount (or meeting any other criterion) as at any time
ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial
Supervision Act (wet op het financieel toezicht)) unless the Administrative Agent otherwise consents (such consent not to
be unreasonably withheld or delayed); (iii) each partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this Agreement with respect to the Committed Loans or the Commitment
assigned; (iv) any assignment of a Commitment must be approved by the Administrative Agent (which approval shall not be unreasonably
withheld or delayed) unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender (whether or
not the proposed assignee would otherwise qualify as an Eligible Assignee); (v) if the assigning Lender has a Commitment in more
than one Tranche, such Lender shall make a pro rata assignment to its assignee of its Commitments under each such Tranche; and
(vi) the parties to each assignment shall execute and deliver to the


 




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Administrative Agent an Assignment and
Assumption, together with a processing and recordation fee of US$3,500, which fee may be waived by the Administrative Agent in
its sole discretion. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this
Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall
be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned
by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections 3.1 (with respect to periods it was a Lender),
3.4, 3.5, 9.4 and 9.5 with respect to facts and circumstances occurring prior to the effective date
of such assignment). Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall
be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with subsection (d) of this Section. If the Eligible Assignee is required to deliver documents pursuant to Section 9.15,
it shall deliver those documents to the applicable Borrower and the Administrative Agent in accordance with Section 9.15.


 


(c)  The
Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at the Administrative
Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amounts of (and stated interest on) the Loans owing to each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive
absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to
the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.


 


(d)  Any
Lender may at any time, without the consent of, or notice to, any Borrower, the Administrative Agent or any Swing Line Lender,
sell participations to any Person (other than a natural person, a Borrower or any of the Borrowers’ Affiliates or any Person
that is, or is affiliated with, a vehicle finance company affiliate of a vehicle manufacturer) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans (including such Lender’s participations in Swing Line Loans) owing to it); provided that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations, (iii) in the case of TMFNL, the amount of such participations
sold shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount (or meeting any other criterion) as at any
time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial
Supervision Act (wet op het financieel toezicht) and (iv) the Borrowers, the Administrative Agent and the other Lenders
shall continue to deal solely and directly with such Lender in


 




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connection with such Lender’s rights
and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section
9.1 that directly affects such Participant. Subject to subsection (e) of this Section, the Borrowers agree that each Participant
shall be entitled to the benefits of Sections 3.1, 3.4 and 3.5 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by Law, each Participant
also shall be entitled to the benefits of Section 9.9 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this
purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant
and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the
Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose
all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's
interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to
the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in
registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall
be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance
of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 


(e)  A
Participant shall not be entitled to receive any greater payment under Section 3.1 or Section 3.4 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such Participant unless the sale of the participation
to such Participant is made with the Borrowers’ prior written consent. A Participant shall not be entitled to the benefits
of Section 3.1 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees,
for the benefit of each Borrower, to comply with Section 9.15 as though it were a Lender.


 


(f)  Each
Lender that sells a participation interest in all or a portion of such Lender’s rights and obligations under this Agreement
shall record, acting solely for this purpose as non-fiduciary agent of the Borrowers, in book entries (as defined in Temporary
Treasury Regulation §5f.103-1) maintained by such Lender the name and the amount of the participating interest of each Participant
entitled to receive payments in respect of such participating interest.


 


(g)  Any
Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, pledge or assign a security
interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction
over such Lender; provided that no such pledge or assignment


 




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shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(h)  Where
a Lender (the “Designating Lender”) has designated in its Administrative Questionnaire an Affiliate of the Designating
Lender as the entity which shall participate in or make Loans to a particular Borrower (i) the Commitment shall be held by the
Designating Lender, (ii) such Affiliate shall be entitled to all rights and benefits (other than voting rights, which remain with
the Designating Lender) under this Agreement relating to its participation in any Loan and (iii) the Designating Lender shall procure
that such Affiliate complies with the corresponding duties in relation to such Loan.


 


(i)  As
used herein, the following terms have the following meanings:


 


“Eligible Assignee”
means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent and (ii) unless an Event of Default with respect to such Borrower has occurred and is
continuing, the applicable Borrower (each such approval not to be unreasonably withheld or delayed, reasonable considerations to
include the credit rating/quality of such Person, whether such Person is, or is affiliated with, a vehicle finance company affiliate
of a vehicle manufacturer, or such Person would reasonably be expected to increase such Borrower’s payments under or resulting
from Article III); provided that, notwithstanding the foregoing (x) no Person shall qualify as an Eligible Assignee
without the approval of each Swing Line Lender (such approval not to be unreasonably withheld or delayed), (y) “Eligible
Assignee” shall not include a Borrower or any of the Borrowers’ Affiliates and (z) “Eligible Assignee”
shall not include any Person that is not a regulated lending institution in the United States, Canada, Japan, Australia, the United
Kingdom or the European Union.


 


“Fund” means
any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its business.


 


“Approved Fund”
means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of
an entity that administers or manages a Lender.


 


Section 9.8 Confidentiality.
Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed
of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested
by any regulatory authority or self-regulatory body, including in connection with a pledge or assignment in accordance with Section
9.7(g); (c) to the extent required by applicable Laws or by any subpoena or similar legal process provided that the Borrowers
are given prompt notice of such subpoena or other process (unless the Administrative Agent or Lender is legally prohibited from
giving such notice);


 




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provided that such Person shall
not be held liable for the failure to provide such notice; (d) to any other party to this Agreement; (e) in connection with the
exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder;
(f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any Eligible Assignee
of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement
or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or
prospective counterparty’s professional advisor) to any credit derivative transaction relating to obligations of a Borrower;
(g) with the consent of the applicable Borrower; (h) to the extent such Information (i) becomes publicly available other
than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential
basis from a source other than a Borrower, who did not acquire such information as a result of a breach of this Section; or (i) to
the National Association of Insurance Commissioners or any other similar organization. In addition, the Administrative Agent and
the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar
service providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with
the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Loans. For the purposes
of this Section, “Information” means all information received from a Borrower relating to such Borrower or its
business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis
prior to disclosure by such Borrower; provided that, in the case of information received from a Borrower after the date
hereof, such information is clearly identified in writing at the time of delivery as confidential. Other than with respect to the
information referenced in clause (z) of the final paragraph of Section 6.1, any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential
information.


 


Section 9.9 Set-off.
Upon the occurrence and during the continuance of any Event of Default with respect to a Borrower, nothing in this Agreement shall
preclude any Lender, at any time and from time to time, from exercising any right of set-off, counterclaim, or other rights it
may have otherwise than under this Agreement and or from applying amounts realized against any and all Obligations owing by such
Borrower to such Lender hereunder or under any other Loan Document, now or hereafter existing; provided that in the event
that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set-off shall be paid over immediately
to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such
payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative
Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing
in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised the right of set-off. Each Lender
agrees promptly to notify the applicable Borrower and the Administrative Agent after any such set-off and application made by such
Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and
application.


 




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Section 9.10 Interest
Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed
to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the
“Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds
the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded
to the applicable Borrower.


 


Section 9.11 Counterparts;
Electronic Execution.


 


(a)  This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile
or in electronic (i.e., “pdf” or “tif”) format shall be effective as of delivery of a manually executed
counterpart of this Agreement.


 


(b)  The
words “execution,” “signed,” “signature” and words of like import in any Assignment and Assumption
shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided in any applicable Law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.


 


Section 9.12 Integration.
This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject
matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict
between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control;
provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any
other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation
of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with
the fair meaning thereof.


 


Section 9.13 Survival
of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other
document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof
and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender,
regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Borrowing and shall continue
in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.


 


Section 9.14 Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and


 




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enforceability of the remaining provisions
of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in
good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in
a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


Section 9.15 Tax
Forms.


 


(a)  (i)
Each Tranche A Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a
“Foreign Lender”) shall deliver to TMCC (with a copy to the Administrative Agent), prior to becoming a party
to this Agreement (or upon accepting an assignment of an interest herein) two duly signed completed copies of (x) IRS Form W-8BEN,
W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding
tax on payments to be made to such Foreign Lender pursuant to this Agreement), (y) IRS Form W-8ECI or any successor thereto (relating
to payments to be made to such Foreign Lender pursuant to this Agreement) or (z) such other evidence satisfactory to TMCC and the
Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax, including
any exemption pursuant to Section 881(c) or 871(h) of the Code. Thereafter and from time to time, and as reasonably requested by
TMCC in writing, each such Foreign Lender shall, to the extent it may lawfully do so, (A) promptly submit to TMCC (with a copy
to the Administrative Agent) such additional duly completed and signed copies of one of such forms (or such successor forms as
shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current
United States Laws and regulations to avoid, or such evidence as is satisfactory to TMCC of any available exemption from or reduction
of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by TMCC pursuant to this Agreement,
(B) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption
or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender,
and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable
Laws that TMCC make any deduction or withholding for or on account of United States taxes from amounts payable to such Foreign
Lender. In addition, in relation to all payments to be made to a Tranche A Lender by TFSUK, such Lender shall cooperate, to the
extent it is able to do so, with TFSUK in completing any procedural formalities necessary for TFSUK to obtain authorization to
make such a payment without a deduction or withholding for or on account of UK Taxes including, to the extent reasonably practicable,
making and filing an appropriate application for relief under a double taxation agreement; provided that, nothing in this
Agreement shall require a UK Treaty Lender to register under the HMRC DT Treaty Passport scheme or apply the HMRC DT Treaty
Passport scheme to any loan if it has so registered and if a Lender has not confirmed its scheme reference number and jurisdiction
of tax residence in accordance with Section 9.15(a)(ix) below, no Borrower shall make a DTTP Filing or file any other form
relating to the HMRC DT Treaty Passport scheme in respect of that Lender's Commitment(s) or its participation in any Loan unless
the Lender otherwise agrees.


 




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(ii)   [Reserved].


 


(iii)  With
respect to each Tranche A Lender, to the extent under applicable Law such Lender can provide TKG and TLG with a certificate, statement
or form required by the German taxing authorities in order to be eligible for exemption from, or reduction of, withholding taxes
under German tax law, such Lender shall execute and deliver such certificate, statement or form at the time it becomes a party
to this Agreement and from time to time as reasonably requested by TKG or TLG.


 


(iv)  As
of the date that each Lender becomes a Tranche A Lender under this Agreement, each such Lender represents and warrants to the Administrative
Agent and TCPR that it is an Exempt Lender and agrees that, if Puerto Rico or United States taxing authorities at any time after
the date of this Agreement require that such Lender deliver any certificate, statement or form as a condition to exemption from,
or reduction of, withholding taxes under the Puerto Rico Code or the Code on any payments by TCPR to such Lender under this Agreement,
such Lender shall deliver such certificate, statement or form to the Administrative Agent prior to becoming a party to this Agreement
(or upon accepting an assignment of an interest herein). Thereafter and from time to time or as reasonably requested by TCPR in
writing, each such Lender, to the extent it may lawfully do so, shall (A) promptly submit to TCPR (with a copy to the Administrative
Agent) such duly completed and signed certificates, statements or forms as shall be adopted from time to time by the relevant Puerto
Rico or United States taxing authorities and such other evidence as is satisfactory to TCPR of any available exemption from, or
reduction of, Puerto Rico and United States withholding taxes in respect of all payments to be made to such Lender by TCPR pursuant
to this Agreement, (B) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid
any claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement
of applicable Laws that TCPR make any deduction or withholding on or account of Puerto Rico taxes from amounts payable to such
Lender.


 


(v)  If
a payment made to the Administrative Agent or a Tranche A Lender hereunder would be subject to U.S. federal withholding tax imposed
by FATCA if the Administrative Agent or such Tranche A Lender were to fail to comply with the applicable requirements of FATCA
(including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), the Administrative Agent or such Tranche
A Lender shall deliver to TMCC and the Administrative Agent, as applicable, at the time or times prescribed by law and at such
time or times reasonably requested by TMCC or the Administrative Agent, such documentation prescribed by applicable Law (including
as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by TMCC or the Administrative
Agent as may be necessary for TMCC or the Administrative Agent to comply with its obligations under FATCA, to determine that the
Administrative Agent or such Tranche A Lender has complied with its obligations under FATCA or to determine the amount, if any,
to deduct and withhold from such payment. Solely for purposes of this clause (v), “FATCA” shall include any amendments
made to FATCA after the date of this Agreement.


 




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(vi)  Each
Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable
to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver
to TMCC (with a copy to the Administrative Agent) on the date when such Lender ceases to act for its own account with respect to
any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of TMCC or the Administrative
Agent (in the reasonable exercise of its discretion), (A) two duly signed completed copies of the certificates, statements or forms
required to be provided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect
to which such Lender acts for its own account that is not, in the case of a Tranche A Lender, subject to Puerto Rico or United
States withholding tax; and (B) any information such Lender chooses to transmit with such certificates, statements or forms, and
any other certificate or statement of exemption required under the Code.


 


(vii)  No
Borrower (other than TFSUK) shall be required to pay any additional amount to any Lender under Section 3.1 (A) with respect
to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such
Lender transmits pursuant to this Section 9.15(a) or (B) if such Lender shall have failed to satisfy its obligations under
this Section 9.15(a); provided that if such Lender shall have satisfied the requirement of this Section 9.15(a)
on the date such Lender became a Lender or ceased to act for its own account with respect to any payment under any of the Loan
Documents, nothing in this Section 9.15(a) shall relieve such Borrower of its obligation to pay any amounts pursuant to
Section 3.1 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation
or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled
to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other Person for
the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is
subject to withholding at a reduced rate.


 


(viii)  The
Administrative Agent may, without reduction, withhold any Taxes required to be deducted and withheld from any payment under any
of the Loan Documents with respect to which a Borrower is not required to pay additional amounts under this Section 9.15(a).


 


(ix)  (A)
A UK Treaty Lender or a US LLC Lender, which becomes party hereto on the date hereof that holds a passport under the HMRC DT Treaty
Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction
of tax residence opposite its name in Schedule 2.1; and (B) a UK Treaty Lender or a US LLC Lender, which becomes a party
hereto after the date hereof that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply
to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Assignment and Assumption
which it executes, and, in each case, having done so, that Lender shall be under no obligation pursuant to Section 9.15(a)(i)
above in relation to all payments to be made by TFSUK to such Lender.


 


(x)  If
a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with Section 9.15(ix)
above and (A) TFSUK has not made a DTTP Filing in respect of that Lender; or (B) TFSUK has made a DTTP Filing in respect of that
Lender


 




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but (1) that DTTP Filing has been rejected
by HM Revenue & Customs; or (2) HM Revenue & Customs has not given TFSUK authority to make payments to that Lender without
a deduction or withholding for or on account of UK Taxes within 60 days of the date of the DTTP Filing, and in each case, TFSUK
has notified that Lender in writing, that Lender and TFSUK shall co-operate in completing any additional procedural formalities
necessary for TFSUK to obtain authorization to make that payment without a deduction or withholding for or on account of UK Taxes.


 


(xi)  TFSUK
shall, promptly on making a DTTP Filing, deliver a copy of that DTTP Filing to the Administrative Agent for delivery to the relevant
Lender.


 


(b)  Upon
the request of TMCC or the Administrative Agent in writing, each Lender that is a “United States person” within the
meaning of Section 7701(a)(30) of the Code shall deliver to the Administrative Agent two duly signed completed copies of IRS Form
W-9. If such Lender fails to deliver such forms, then TMCC or the Administrative Agent may withhold from any interest payment to
such Lender an amount equivalent to the applicable back-up withholding tax imposed by the Code and no party hereto shall have any
obligation to pay any additional amount to any Lender under Section 3.1 in respect of such withholding.


 


(c)  If
any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may
be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Administrative
Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative
Agent under this Section, and costs and expenses (including Attorney Costs) of the Administrative Agent. The obligation of the
Lenders under this Section shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder
and the resignation of the Administrative Agent.


 


Section 9.16 Australian GST.


 


(a)  All
consideration, relating to TFA’s participation hereunder, to be paid or provided under or in connection with this Agreement
has been calculated without regard to GST. If all or part of any such consideration is the consideration for a taxable supply or
chargeable with GST then, when the recipient of the taxable supply provides the consideration (or first part of it):


 


		(i)	it must pay to the supplier an additional amount equal to that consideration (or part) multiplied
by the appropriate rate of GST as provided for under the relevant GST Law; and



 


		(ii)	the supplier will promptly provide to the recipient a tax invoice complying with the relevant law
relating to GST.



 


(b)  However,
if an adjustment event (for the purposes of the relevant GST Law) arises in respect of any consideration provided by a recipient
for a taxable supply which is chargeable with GST then the additional amount paid pursuant to Section 9.16(a) must be


 




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adjusted to reflect the adjustment event
and the recipient or the supplier (as the case may be) must make any payments necessary to reflect the adjustment.


 


(c)  This
Section 9.16 does not apply to the extent that the GST on the supply is payable by the recipient under Division 84 of the
GST Act.


 


(d)  A
term which has a defined meaning in the GST Law has the same meaning when used in this Section 9.16. For the purposes of
this Section 9.16: (i) “GST” has the same meaning as given to the term “GST” under the GST
Act; (ii) “GST Act” means the Australian A New Tax System (Goods and Services Tax) Act 1999 of Australia; and
“GST Law” has the same meaning as given to the term “GST law” under the GST Act.


 


Section 9.17 Replacement
of Lenders. Under any circumstances set forth herein providing that a Borrower shall have the right to replace a Lender as
a party to this Agreement and (i) if any Lender is a Defaulting Lender or (ii) any Lender fails to consent to an amendment, modification
or waiver of this Agreement, or to a request that Eurocurrency Rate Loans be made in a currency other than those specifically listed
in the definition of “Alternative Currency”, that pursuant to the terms hereof requires consent of all of the Lenders
or all of the Lenders affected thereby (provided that, (x) such amendment, modification, waiver or currency request has
been consented to by the Required Lenders and (y) all such non-consenting Lenders are replaced on the same terms), TMCC may, upon
notice to such Lender and the Administrative Agent, replace such Lender by causing such Lender to assign its Commitment (with the
assignment fee to be paid by TMCC in such instance) pursuant to Section 9.7(b) to one or more other Lenders or Eligible
Assignees procured by TMCC; provided, however, that if TMCC elects to exercise such rights with respect to any Lender pursuant
to Section 3.6(c), it shall be obligated to replace all Lenders that have made similar requests for compensation pursuant
to Section 3.1 or 3.4. The applicable Borrower shall (y) pay in full all principal, accrued interest, accrued fees
and other amounts owing to such Lender through the date of replacement (including any amounts payable pursuant to Section 3.5)
and (z) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver
an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans.


 


Section 9.18 Governing
Law.


 


(a)  THIS
AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, the LAW OF THE STATE OF NEW YORK applicable
to agreements made and to be performed entirely within such State; PROVIDED THAT THE ADMINISTRATIVE Agent
AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.


 


(b)  ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK SITTING IN THE COUNTY OF NEW YORK IN THE CITY OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF


 




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THIS AGREEMENT, EACH BORROWER, THE ADMINISTRATIVE
Agent AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH BORROWER, THE ADMINISTRATIVE Agent
AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH BORROWER, THE ADMINISTRATIVE Agent
AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED
BY THE LAW OF SUCH STATE.


 


(c)  EACH
BORROWER OTHER THAN TMCC HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS TMCC, IN THE CASE OF ANY SUIT, ACTION OR PROCEEDING
BROUGHT IN THE UNITED STATES OF AMERICA AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS
BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS THAT MAY BE SERVED
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY LOAN DOCUMENT, AND TMCC HEREBY IRREVOCABLY
ACCEPTS SUCH DESIGNATION, APPOINTMENT AND EMPOWERMENT. SUCH SERVICE MAY BE MADE BY MAILING (BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID) OR DELIVERING A COPY OF SUCH PROCESS TO SUCH BORROWER IN CARE OF TMCC AT TMCC’S ADDRESS SPECIFIED IN SCHEDULE
9.2, AND EACH BORROWER HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS TMCC TO ACCEPT SUCH SERVICE ON ITS BEHALF. AS AN ALTERNATIVE
METHOD OF SERVICE, THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY
THE MAILING (BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID) OF COPIES OF SUCH PROCESS TO TMCC OR THE BORROWER OR SUCH LOAN PARTY
AT ITS ADDRESS SPECIFIED IN SCHEDULE 9.2. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


Section 9.19 No
Advisory or Fiduciary Responsibility In connection with all aspects of each transaction contemplated hereby (including in connection
with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees,
and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided
by the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders are arm’s-length commercial transactions between
such Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders,
on the other hand, (B) such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has
deemed appropriate, and (C) such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions
of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the


 




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Administrative Agent, the Sub-Agents, the
Arrangers and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant
parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower or any of its Affiliates,
or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders has any obligation to
such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly
set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders
and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of
such Borrower and its Affiliates, and neither the Administrative Agent, nor any Sub-Agent, nor any Arranger, nor any Lender has
any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, each
of the Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers
and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction
contemplated hereby.


 


Section 9.20 PATRIOT
Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not
on behalf of any Lender) hereby notifies each Borrower that, pursuant to the requirements of the USA PATRIOT Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information
that identifies such Borrower, which information includes the name and address of such Borrower and other information that will
allow such Lender or the Administrative Agent, as applicable, to identify such Borrower in accordance with the Act, and each Borrower
agrees to provide such information in its possession upon the reasonable request of a Lender or the Administrative Agent.


 


Section 9.21 Judgment.
(a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in US Dollars, Canadian
Dollars or Australian Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively
do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent
could purchase US Dollars, Canadian Dollars or Australian Dollars with such other currency at BNP Paribas’s principal office
in London at 11:00 a.m. (London time) on the Business Day preceding that on which final judgment is given.


 


(b)  The
obligation of any Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any
Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in any other currency, be discharged only to the
extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged
to be so due in such other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal
banking procedures purchase the applicable Primary Currency with such other currency; if the amount of the applicable Primary Currency
so purchased is less than such sum due to such Lender or the Administrative Agent (as the case may be) in the applicable Primary
Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the
Administrative Agent (as the case may be) against such loss, and if the amount of the applicable Primary Currency so purchased
exceeds such sum due to any Lender or the Administrative


 




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Agent (as the case may be) in the applicable
Primary Currency, such Lender or the Administrative Agent (as the case may be) agrees to remit to such Borrower such excess.


 


Section 9.22 Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down
and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)  the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder that
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)  the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)   a
reduction in full or in part or cancellation of any such liability;


 


(ii) a conversion
of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent
undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other
Loan Document; or


 


(iii) the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution
Authority.


 


Section 9.23 Waiver
of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS
THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS
AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


[Signature pages follow]


 




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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	TOYOTA MOTOR CREDIT CORPORATION
	 	 
	 	 	 	 	 
	 	By:  	/s/ Cindy Wang	      
	 	Name:  	Cindy Wang	 
	 	Title:  	Group Vice President – Treasury	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	TOYOTA MOTOR FINANCE 

(NETHERLANDS) B.V.
	 	 
	 	 	 	 	 
	 	By:  	/s/ Hiroyasu Ito	 
	 	Name:  	Hiroyasu Ito	 
	 	Title:  	CEO	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	TOYOTA FINANCIAL SERVICES (UK) PLC
	 	 
	 	 	 	 	 
	 	By:  	/s/ Doug Gillies	 
	 	Name:  	Doug Gillies	 
	 	Title:  	Managing Director	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	TOYOTA KREDITBANK GMBH
	 	 
	 	 	 	 	 
	 	By:  	/s/ Christian Ruben	 
	 	Name: 	Christian Ruben 	 
	 	Title:  	Managing Director	 
	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/ George Juganar	 
	 	Name: 	George Juganar	 
	 	Title:  	Managing Director	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	TOYOTA CREDIT DE PUERTO RICO CORP.
	 	 
	 	 	 	 	 
	 	By: 	/s/ Cindy Wang	 
	 	Name:  	Cindy Wang	 
	 	Title:  	Group Vice President – Treasury	 
	 	           	Toyota Motor Credit Corporation	 
	 	 	 	 	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	TOYOTA CREDIT CANADA INC.
	 	 
	 	 	 	 	 
	 	By:  	/s/ Fernando Belfiglio	 
	 	Name: 	Fernando Belfiglio 	 
	 	Title:  	Vice President, Finance	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	TOYOTA LEASING GMBH
	 	 
	 	 	 	 	 
	 	By:  	/s/ Christian Ruben	 
	 	Name:  	Christian Ruben	 
	 	Title:  	Managing Director	 
	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Ivo Josko Ljubica	 
	 	Name: 	Ivo Josko Ljubica 	 
	 	Title: 	Managing Director	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	TOYOTA FINANCE AUSTRALIA LIMITED
	 	 
	 	 	 	 	 
	 	By:  	/s/ Adam Paul Hopkins	 
	 	Name:  	Adam Paul Hopkins	 
	 	Title:  	Company Secretary	 
	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/ Pasquale Guerrera	 
	 	Name:  	Pasquale Guerrera	 
	 	Title:  	Chief Financial Officer	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	BNP PARIBAS,
    as 
	 	Administrative Agent, a Swing Line Agent, a Swing Line Lender and a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Christopher Sked	 
	 	Name:  	Christopher Sked	 
	 	Title:  	Managing Director	 
	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/ Karim Remtoula	 
	 	Name:  	Karim Remtoula	 
	 	Title:  	Vice President	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	BNP PARIBAS, acting through its Canada Branch,
	 	as Canadian Sub-Agent and as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Edouard Sinor	 
	 	Name:  	Edouard Sinor	 
	 	Title:  	Managing Director	 
	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/ Jean Rolin	 
	 	Name: 	Jean Rolin	 
	 	Title:  	Director	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	BNP PARIBAS, SYDNEY branch,
	 	as a Swing Line Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Mark Hutchinson	 
	 	Name:  	Mark Hutchinson	 
	 	Title:  	Managing Director, Corporate & Investment Banking	 
	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/ Chrisoula Pitharoulis	 
	 	Name:  	Chrisoula Pitharoulis	 
	 	Title:  	Vice President	 
	 	           	Corporate & Investment Banking	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	BNP PARIBAS LONDON,
	 	as a Swing Line Agent
	 	 
	 	 	 	 	 
	 	By:  	/s/ William John McCully	 
	 	Name:  	William John McCully	 
	 	Title:  	Managing Director	 
	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/ Ben South	 
	 	Name:  	Ben South 	 
	 	Title:  	Head of Commercial Banking UK	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	BNP PARIBAS, ACTING THROUGH ITS Singapore branch,
	 	as Australian Sub-Agent and a Swing Line Agent
	 	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/ Emmanuel Muchembled	 
	 	Name: 	Emmanuel Muchembled 	 
	 	Title:  	Authorised Signatory	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/ Joelle Neo	 
	 	Name:  	Joelle Neo	 
	 	Title:  	Authorized Signatory	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	CITIBANK, N.A., as 
	 	a Syndication Agent, Swing Line Lender and a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Susan M. Olsen	 
	 	Name: 	Susan M. Olsen	 
	 	Title:  	Vice President	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	CITIBANK, N.A., CANADIAN BRANCH,
	 	as a Lender
	 	 
	 	 
	 	By:  	/s/ Jawdat Sha’sha’a	 
	 	Name:  	Jawdat Sha’sha’a	 
	 	Title:  	Authorised Signer	 
	 	 	 	 	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	CITIBANK, N.A., SYDNEY BRANCH,
	 	a Swing Line Lender and a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Brett Hanmer	 
	 	Name:  	Brett Hanmer	 
	 	Title:  	Managing Director	 
	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/ Tim Robinson	 
	 	Name:   	Tim Robinson	 
	 	Title:  	Head of GSG	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	BANK OF AMERICA, N.A.,
	 	as a Syndication Agent, Swing Line Lender and a Lender
	 	 
	 	 	 	 	 
	 	By:	/s/ Albert Wheeler	 
	 	Name: 	Albert Wheeler 	 
	 	Title:  	V.P.	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	BANK OF AMERICA, N.A., CANADA BRANCH,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By: 	/s/ Medina Sales de Andrade	 
	 	Name:  	Medina Sales de Andrade	 
	 	Title:  	Vice President	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	MUFG BANK, LTD,
	 	as a Syndication Agent and as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Shigetoshi Takashi	 
	 	Name:  	Shigetoshi Takashi	 
	 	Title:  	Managing Director	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:	/s/ Evelyn Crisci	 
	 	Name:  	Evelyn Crisci	 
	 	Title:  	Executive Director	 
	 	    	J.P. Morgan	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	MIZUHO BANK, LTD.,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Daisuke Izumine	 
	 	Name:  	Daisuke Izumine	 
	 	Title: 	Managing Director	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	ROYAL BANK OF CANADA,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Benjamin Lennon	 
	 	Name:  	Benjamin Lennon	 
	 	Title:  	Authorized Signatory	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	SOCIÉTÉ GENERALE,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ John F. Hogan	 
	 	Name: 	John F. Hogan 	 
	 	Title: 	Director	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	SUMITOMO MITSUI BANKING
	 	CORPORATION, 
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Koki Harada	 
	 	Name: 	Koki Harada 	 
	 	Title:  	Executive Director	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	SUMITOMO MITSUI BANKING
	 	CORPORATION, 
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By: 	/s/ Atsushi Fujimura	 
	 	Name: 	Atsushi Fujimura  	 
	 	Title:  	Senior Executive Director	 
	 	 	Corporate Banking Department - I	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Yoshimichi Takeshita	 
	 	Name: 	Yoshimichi Takeshita	 
	 	Title:  	Senior Executive Director	 
	 	 	Corporate Banking Department - I	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	SUMITOMO MITSUI BANKING
	 	CORPORATION, SYDNEY BRANCH
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Yuji Hazumi	 
	 	Name: 	Yuji Hazumi 	 
	 	Title:  	Joint General Manager	 
	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Masaki Matsumoto	 
	 	Name: 	Masaki Matsumoto  	 
	 	Title:  	Head of Credit Risk Management	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	SUMITOMO MITSUI BANKING
	 	CORPORATION, CANADA BRANCH, 
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Yoshihiko Hirose	 
	 	Name:  	Yoshihiko Hirose	 
	 	Title:  	Executive Director	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED,
	 	as a Lender	 	 
	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Stephen Brade	 
	 	Name: 	Stephen Brade 	 
	 	Title:  	Managing Director	 
	 	 	Head of Multinationals, Asia Pacific	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	BARCLAYS BANK PLC,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Craig Malloy	 
	 	Name:  	Craig Malloy	 
	 	Title:  	Director	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	THE TORONTO-DOMINION BANK, NEW YORK BRANCH,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Annie Dorval	 
	 	Name:  	Annie Dorval	 
	 	Title: 	Authorized Signatory	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	THE TORONTO-DOMINION BANK,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By: 	/s/ Annie Dorval	 
	 	Name: 	Annie Dorval  	 
	 	Title: 	Authorized Signatory	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	THE TORONTO-DOMINION BANK, as Lending Office for Loans to TFSUK,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By: 	/s/ Savo Bozic	 
	 	Name: 	Savo Bozic  	 
	 	Title: 	Authorized Signatory	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:	/s/ Damodar Menon	 
	 	Name: 	Damodar Menon  	 
	 	Title:  	Head of Coverage-Corporate	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	BANCO SANTANDER, S.A., NEW YORK BRANCH,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Rita Walz-Cuccioli	 
	 	Name:  	Rita Walz-Cuccioli	 
	 	Title:  	Executive Director	 
	 	 	Banco Santander, S.A., New York Branch	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/ Terence Corcoran	 
	 	Name:  	Terence Corcoran	 
	 	Title: 	Executive Director	 
	 	 	Banco Santander, S.A., New York Branch	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Jill Wong	 
	 	Name:  	Jill Wong	 
	 	Title:  	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/ Gary Herzog	 
	 	Name: 	Gary Herzog 	 
	 	Title: 	Managing Director	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	COMMERZBANK AG, NEW YORK BRANCH,
	 	as a Lender	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/ Michael Ravelo	 
	 	Name: 	Michael Ravelo 	 
	 	Title:  	Managing Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Anne Culver	 
	 	Name: 	Anne Culver 	 
	 	Title: 	Vice President	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	MORGAN STANLEY BANK, N.A.,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:	/s/ Michael King	 
	 	Name: 	Michael King  	 
	 	Title:   	Authorized Signatory	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	BANK OF MONTREAL,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:	/s/ Matthew Lagace	 
	 	Name: 	Matthew Lagace 	 
	 	Title:  	Vice President	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	BANK OF MONTREAL, CHICAGO BRANCH,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:	/s/ Brian L. Banke	 
	 	Name: 	Brian L. Banke  	 
	 	Title:  	Managing Director	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	BANK OF MONTREAL, LONDON BRANCH
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Robert Yeung	 
	 	Name:  	Robert Yeung	 
	 	Title:  	Managing Director	 
	 	 	Bank of Montreal	 
	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Scott Matthews	 
	 	Name: 	Scott Matthews  	 
	 	Title:  	Managing Director, CFO, EMEA, BMO Financial Group	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	CANADIAN IMPERIAL BANK OF COMMERCE,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Sushant Pathak	 
	 	Name:  	Sushant Pathak	 
	 	Title:  	Director	 
	 	 	 	 
	 	 	 	 
	 	By:  	/s/ Viktoriya Gruzytska	 
	 	Name:  	Viktoriya Gruzytska	 
	 	Title:  	Executive Director	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Andrew R. Campbell	 
	 	Name:  	Andrew R. Campbell	 
	 	Title:  	Authorized Signatory	 
	 	 	 	 
	 	 	 	 
	 	By:  	/s/ Melissa E. Brown	 
	 	Name:  	Melissa E. Brown	 
	 	Title:  	Authorized Signatory	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	CANADIAN IMPERIAL BANK OF COMMERCE, LONDON BRANCH,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Stefan Vatchev	 
	 	Name:  	Stefan Vatchev	 
	 	Title:  	Director	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Paul Weidemann	 
	 	Name:  	Paul Weidemann	 
	 	Title: 	Executive Director	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	LLOYDS BANK CORPORATE MARKETS PLC,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Erin Walsh	 
	 	Name: 	Erin Walsh 	 
	 	Title:  	Assistant Vice President, Transaction Execution, Category A, W004	 
	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/ Kamala Basdeo	 
	 	Name:  	Kamala Basdeo	 
	 	Title: 	Assistant Manager, Transaction Execution, Category A, B002	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	THE BANK OF NOVA SCOTIA,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Bradley Walker	 
	 	Name: 	Bradley Walker 	 
	 	Title:  	Director	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	THE BANK OF NEW YORK MELLON,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ John T. Smathers	 
	 	Name:  	John T. Smathers	 
	 	Title:  	Director	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	THE NORTHERN TRUST COMPANY,
	 	as a Lender	 	 
	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/ Wicks Barkhausen	 
	 	Name:  	Wicks Barkhausen	 
	 	Title:  	Vice President	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	UNICREDIT BANK AG, NEW YORK BRANCH,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By: 	/s/ Helmut Kratky	 
	 	Name:  	Helmut Kratky	 
	 	Title:  	Director	 
	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/ Mario Fogliati	 
	 	Name:  	Mario Fogliati	 
	 	Title:  	Associate Director	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	BANCO BRADESCO S.A., NEW YORK BRANCH,
	 	as a Lender	 	 
	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Fabiana Paes de Barros	 
	 	Name: 	161.568 – Fabiana Paes de Barros	 
	 	Title: 	 	 
	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/ Márcio Martins Bonilha Neto	 
	 	Name: 	Márcio Martins Bonilha Neto 	 
	 	Title: 	347.282.698-33	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	BANK OF CHINA, NEW YORK BRANCH,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Raymond Qiao	 
	 	Name:  	Raymond Qiao	 
	 	Title:  	Executive Vice President	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	DBS BANK LTD.,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:	/s/ Rita Rai Sengupta	 
	 	Name:  	Rita Rai Sengupta	 
	 	Title:  	Executive Director	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	FIFTH THIRD BANK, as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Jody A. Shoup	 
	 	Name:  	Jody A. Shoup	 
	 	Title:  	Vice President	 
	 	 	 	 	 
	 	 	 	 	 
	 	FIFTH THIRD BANK, Operating through its Canadian Branch, as a Lender
	 	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/ Ramin Ganjavi	 
	 	Name:  	Ramin Ganjavi	 
	 	Title:  	Assistant Vice President	 
	 	 	 	 	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

	 	SUMITOMO MITSUI TRUST BANK, LIMITED, NEW YORK BRANCH,
	 	as a Lender
	 	 
	 	 	 	 	 
	 	By:  	/s/ Rumiko Endo	 
	 	Name:   	Rumiko Endo	 
	 	Title: 	Vice President	 
	 	 	 	 	 
	 	 	 	 	 




    
[Signature Page to Toyota 364-Day Credit Agreement (2018)]


     


    

SCHEDULE
2.1


 


COMMITMENTS

AND PRO RATA SHARES


 


	Lender	Tranche A Commitment (US$)	Tranche B Commitment (US$)	Tranche C Commitment (US$)	Swing Line Commitment for US Dollars, Euro, Sterling and Canadian Dollars (US$)	Swing
    Line Commitment for Australian Dollars (US$)	Commitment Cap (US$)
	BNP Paribas (Tranche B Commitment is held by BNP Paribas, acting through its Canada Branch), DTTP Number: 5/B/255139/DTTP	338,333,333.33	11,016,603.77	56,014,933.33	312,500,000.00	44,444,444.44	338,333,333.33
	Citibank, N.A. (Tranche B Commitment is held by Citibank, N.A., Canadian Branch), DTTP Number: 13/C/62301/DTTP	338,333,333.33	11,016,603.77	56,014,933.33	312,500,000.00	44,444,444.44	338,333,333.33
	Bank of America, N.A. (Tranche B Commitment is held by Bank of America, Canada Branch), DTTP Number: 13/B/7418/DTTP	338,333,333.33	11,016,603.77	56,014,933.33	312,500,000.00	33,333,333.34	338,333,333.33
	MUFG Bank, Ltd., DTTP Number: 43/B/322072/DTTP 	338,333,333.33	11,016,603.77	56,014,933.33	-	-	338,333,333.33
	JPMorgan Chase Bank, N.A., DTTP Number: 13/M/268710/DTTP	338,333,333.33	11,016,603.77	56,014,933.33	312,500,000.00	44,444,444.44	338,333,333.33
	Mizuho Bank, Ltd., DTTP Number: N/A	268,333,333.34	6,676,729.56	23,339,555.56	-	-	268,333,333.34
	Royal Bank of Canada, DTTP Number: N/A	268,333,333.34	268,333,333.34	23,339,555.56	-	-	268,333,333.34
	Societe Generale, DTTP Number: 5/S/70085/DTTP	268,333,333.34	6,676,729.56	23,339,555.56	-	-	268,333,333.34




     1


     


    

	Lender	Tranche A Commitment (US$)	Tranche B Commitment (US$)	Tranche C Commitment (US$)	Swing Line Commitment for US Dollars, Euro, Sterling and Canadian Dollars (US$)	Swing
    Line Commitment for Australian Dollars (US$)	Commitment Cap (US$)
	Sumitomo Mitsui Banking Corporation (Tranche B Commitment is held by Sumitomo Mitsui Banking Corporation, Canada Branch and Tranche  C Commitment is held by Sumitomo Mitsui Banking Corporation, Sydney Branch), DTTP Number: 43/S/274647/DTTP	268,333,333.34	6,676,729.56	23,339,555.56	-	-	268,333,333.34
	The Hongkong and Shanghai Banking Corporation Limited, DTTP Number: 99/H/358123/DTTP	268,333,333.34	6,676,729.56	23,339,555.56	-	-	268,333,333.34
	Barclays Bank PLC, DTTP Number: N/A	235,000,000.00	-	23,339,555.56	-	-	235,000,000.00
	The Toronto Dominion Bank, DTTP Number: 3/T/80000/DTTP	235,000,000.00	235,000,000.00	10,002,666.66	-	-	235,000,000.00
	Australia and New Zealand Banking Group Limited, DTTP Number: 2/A/204986/DTTP	166,666,666.67	-	166,666,666.67	-	166,666,666.67	166,666,666.67
	Banco Santander, S.A., New York Branch, DTTP Number: 9/S/267974/DTTP	166,666,666.66	-	-	-	-	166,666,666.66
	Commerzbank AG, New York Branch, DTTP Number: 7/C/25382/DTTP	166,666,666.66	-	-	-	-	166,666,666.66
	Credit Agricole Corporate and Investment Bank, DTTP Number: 5/C/222082/DTTP	156,666,666.67	-	10,002,666.66	-	-	156,666,666.67
	Morgan
    Stanley Bank, N.A., DTTP Number:  13/M/307216/DTTP	150,000,000.00	-	-	-	-	150,000,000.00




     2


     


    

	Lender	Tranche A Commitment (US$)	Tranche B Commitment (US$)	Tranche C Commitment (US$)	Swing Line Commitment for US Dollars, Euro, Sterling and Canadian Dollars (US$)	Swing
    Line Commitment for Australian Dollars (US$)	Commitment Cap (US$)
	Bank of Montreal, Chicago Branch, DTTP Number: 3/M/270436/DTTP	91,666,666.67	91,666,666.67	-	-	-	91,666,666.67
	Canadian Imperial Bank of Commerce/ Canadian Imperial Bank of Commerce, London Branch (Tranche B Commitment is held by Canadian Imperial Bank of Commerce), DTTP Number: N/A	91,666,666.67	91,666,666.67	10,002,666.66	-	-	91,666,666.67
	Lloyds Bank Corporate Markets plc, DTTP Number: N/A	91,666,666.67	-	10,002,666.66	-	-	91,666,666.67
	The Bank of Nova Scotia, DTTP Number: 3/T/366714	91,666,666.67	91,666,666.67	10,002,666.67	-	-	91,666,666.67
	The Bank of New York Mellon, DTTP Number: 13/B/357401/DTTP	66,666,666.66	-	-	-	-	66,666,666.66
	The Northern Trust Company, DTTP Number: 13/N/60122/DTTP	45,000,000.00	-	-	-	-	45,000,000.00
	UniCredit Bank AG, New York Branch, DTTP Number: 7/U/237605/DTTP	45,000,000.00	-	10,002,666.67	-	-	45,000,000.00
	Banco Bradesco S.A., New York Branch, DTTP Number: N/A 	33,333,333.33	-	-	-	-	33,333,333.33
	Bank of China, New York Branch, DTTP Number: 23/B/368424/DTTP	33,333,333.33	-	-	-	-	33,333,333.33




     3


     


    

	Lender	Tranche A Commitment (US$)	Tranche B Commitment (US$)	Tranche C Commitment (US$)	Swing Line Commitment for US Dollars, Euro, Sterling and Canadian Dollars (US$)	Swing
    Line Commitment for Australian Dollars (US$)	Commitment Cap (US$)
	DBS Bank Ltd., DTTP Number: 67/D/363894/DTTP	33,333,333.33	-	10,002,666.67	-	-	33,333,333.33
	Fifth Third Bank, DTTP Number: 13/F/24267/DTTP	33,333,333.33	6,676,729.56	10,002,666.67	-	-	33,333,333.33
	Sumitomo Mitsui Trust Bank, Limited, New York Branch, DTTP Number: 43/S/70935/DTTP	33,333,333.33	-	-	-	-	33,333,333.33
	TOTAL:	5,000,000,000.00	866,800,000.00 	666,800,000.00	1,250,000,000.00 	333,333,333.33	5,000,000,000.00




     4


     


    

	Lender	Pro Rata Share of Tranche A	Pro Rata Share of Tranche B	Pro Rata Share of Tranche C	Pro Rata Share of Commitment Cap
	BNP Paribas (Tranche B Commitment is held by BNP Paribas, acting through its Canada Branch)	6.766666667%	1.270951058%	8.400559888%	6.766666667%
	Citibank, N.A. (Tranche B Commitment is held by Citibank, N.A., Canadian Branch)	6.766666667%	1.270951058%	8.400559888%	6.766666667%
	Bank of America, N.A. (Tranche B Commitment is held by Bank of America, Canada Branch)	6.766666667%	1.270951058%	8.400559888%	6.766666667%
	MUFG Bank, Ltd.	6.766666667%	1.270951058%	8.400559888%	6.766666667%
	JPMorgan Chase Bank, N.A. 	6.766666667%	1.270951058%	8.400559888%	6.766666667%
	Mizuho Bank, Ltd.	5.366666667%	0.770273369%	3.500233287%	5.366666667%
	Royal Bank of Canada	5.366666667%	30.956775881%	3.500233287%	5.366666667%
	Societe Generale	5.366666667%	0.770273369%	3.500233287%	5.366666667%
	Sumitomo Mitsui Banking Corporation (Tranche B Commitment is held by Sumitomo Mitsui Banking Corporation, Canada Branch and Tranche  C Commitment is held by Sumitomo Mitsui Banking Corporation, Sydney Branch)	5.366666667%	0.770273369%	3.500233287%	5.366666667%
	The Hongkong and Shanghai Banking Corporation Limited	5.366666667%	0.770273369%	3.500233287%	5.366666667%
	Barclays Bank PLC	4.700000000%	0.000000000%	3.500233287%	4.700000000%
	The Toronto Dominion Bank	4.700000000%	27.111213659%	1.500099979%	4.700000000%
	Australia and New Zealand Banking Group Limited	3.333333333%	0.000000000%	24.995001000%	3.333333333%
	Banco Santander, S.A., New York Branch	3.333333333%	0.000000000%	0.000000000%	3.333333333%
	Commerzbank AG, New York Branch	3.333333333%	0.000000000%	0.000000000%	3.333333333%
	Credit Agricole Corporate and Investment Bank	3.133333333%	0.000000000%	1.500099979%	3.133333333%




     5


     


    

	Lender	Pro Rata Share of Tranche A	Pro Rata Share of Tranche B	Pro Rata Share of Tranche C	Pro Rata Share of Commitment Cap
	Morgan Stanley Bank, N.A.	3.000000000%	0.000000000%	0.000000000%	3.000000000%
	Bank of Montreal, Chicago Branch	1.833333333%	10.575296109%	0.000000000%	1.833333333%
	Canadian Imperial Bank of Commerce/ Canadian Imperial Bank of Commerce, London Branch (Tranche B Commitment is held by Canadian Imperial Bank of Commerce)	1.833333333%	10.575296109%	1.500099979%	1.833333333%
	Lloyds Bank Corporate Markets plc	1.833333333%	0.000000000%	1.500099979%	1.833333333%
	The Bank of Nova Scotia	1.833333333%	10.575296109%	1.500099981%	1.833333333%
	The Bank of New York Mellon	1.333333333%	0.000000000%	0.000000000%	1.333333333%
	The Northern Trust Company	0.900000000%	0.000000000%	0.000000000%	0.900000000%
	UniCredit Bank AG, New York Branch	0.900000000%	0.000000000%	1.500099981%	0.900000000%
	Banco Bradesco S.A., New York Branch	0.666666667%	0.000000000%	0.000000000%	0.666666667%
	Bank of China, New York Branch	0.666666667%	0.000000000%	0.000000000%	0.666666667%
	DBS Bank Ltd.	0.666666667%	0.000000000%	1.500099981%	0.666666667%
	Fifth Third Bank	0.666666667%	0.770273369%	1.500099981%	0.666666667%
	Sumitomo Mitsui Trust Bank, Limited, New York Branch	0.666666667%	0.000000000%	0.000000000%	0.666666667%
	TOTAL:	100.000000000%	100.000000000%	100.000000000%	100.000000000%




     6


     


    




 



 


exhibit
a-1


 


FORM OF COMMITTED LOAN NOTICE


 


Date: ___________, _____


 


		To:	BNP Paribas, as Administrative Agent



 


Ladies and Gentlemen:


 


Reference is made to
that certain 364 Day Credit Agreement, dated as of November 9, 2018 (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, Toyota Finance Australia Limited, a corporation incorporated under the laws
of the Commonwealth of Australia, the Lenders from time to time party thereto, BNP Paribas, as Administrative Agent, Swing Line
Agent and Swing Line Lender, BNP Paribas Securities Corp., Citibank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd., as Joint Lead Arrangers and Joint Book Managers, Citibank, N.A., Bank of America,
N.A. and JPMorgan Chase Bank, N.A. as Swing Line Lenders and Citibank, N.A., Bank of America, N.A., JPMorgan Chase Bank, N.A. and
MUFG Bank, Ltd., as Syndication Agents.


 


The undersigned hereby requests (select
one):


 


o A
Borrowing of Committed Loanso A conversion or continuation of Loans


 


		1.	On____________________________________ (a Business Day).



 


		2.	In the amount of [US$][CDN$][€][£][A$]_________.



 


		3.	Comprised of_______________________________.[Type of Committed Loan
requested]



 


		4.	For Eurocurrency Rate Loans: with an Interest
Period of____ ___months.



 


[The Committed Borrowing
requested herein complies with the proviso to the first sentence of Section 2.1[(a)][(b)]] of the Agreement.]


 


[After giving effect
to the requested Committed Borrowing, the Unused Tranche A Commitment will exceed the Dollar Equivalent of EUR 300,000,000 (as
determined by the Administrative Agent)] [After giving effect to the requested Committed Borrowing, the Unused


 




     1


     


    

Tranche A Commitment will be less than
or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), and TKG has borrowed EUR 300,000,000
as of the date of the proposed Committed Borrowing.] [After giving effect to the requested Committed Borrowing, (x) the Unused
Tranche A Commitment will be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative
Agent), (y) TKG has not borrowed EUR 300,000,000 as of the date the proposed Committed Borrowing is to be made, and (z) the consent
of TKG for the proposed Committed Borrowing has been obtained or has been waived by TKG.]


 


[The undersigned hereby
represents and warrants that the conditions set forth in Section 4.2(a) and (b) have been satisfied on and as of
the date the Committed Loans are borrowed.]


 


	 	[TOYOTA MOTOR CREDIT CORPORATION]
	 	[TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.]
	 	[TOYOTA FINANCIAL SERVICES (UK) PLC]
	 	[TOYOTA KREDITBANK GMBH]
	 	[TOYOTA LEASING GMBH]
	 	 
	 	[as Borrowers’ Representative for]
	 	 
	 	[TOYOTA MOTOR CREDIT CORPORATION]
	 	[TOYOTA CREDIT DE PUERTO RICO CORP.]
	 	[TOYOTA CREDIT CANADA INC.]
	 	[Toyota Finance Australia Limited]
	 	 	 
	 	By:  	 
	 	Name:  	 
	 	Title:  	 





     2


     


    

exhibit
a-2


 


FORM OF SWING LINE LOAN NOTICE


 


Date: ___________, _____


 


		To:	BNP Paribas, as Swing Line Agent

BNP Paribas, as Administrative Agent



 


Ladies and Gentlemen:


 


Reference is made to
that certain 364 Day Credit Agreement, dated as of November 9, 2018 (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, Toyota Finance Australia Limited, a corporation incorporated under the laws
of the Commonwealth of Australia, the Lenders from time to time party thereto, BNP Paribas, as Administrative Agent, Swing Line
Agent and Swing Line Lender, BNP Paribas Securities Corp., Citibank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd., as Joint Lead Arrangers and Joint Book Managers, Citibank, N.A., Bank of America,
N.A. and JPMorgan Chase Bank, N.A. as Swing Line Lenders and Citibank, N.A., Bank of America, N.A., JPMorgan Chase Bank, N.A. and
MUFG Bank, Ltd., as Syndication Agents.


 


The undersigned hereby requests a Swing
Line Loan:


 


		1.	On__________________________(a Business Day).



 


		2.	In the amount of [US$][CDN$][€][£][A$]______________.



 


		3.	[For an Interest Period of _________.]1



 


The Swing Line Borrowing requested herein
complies with the requirements of the provisos to the first sentence of Section 2.16(a) of the Agreement.


 


[After giving effect
to the requested Swing Line Loan, the Unused Tranche A Commitment will exceed the Dollar Equivalent of EUR 300,000,000 (as determined
by the Administrative Agent)] [After giving effect to the requested Swing Line Loan, the Unused Tranche A Commitment will be less
than or equal to the Dollar Equivalent of EUR 300,000,000


 


 









 












1 For requests of Swing Line Loans in currencies
other than Canadian Dollars.












     1


     


    

(as determined by the Administrative Agent),
and TKG has borrowed EUR 300,000,000 as of the date of the proposed Swing Line Loan.] [After giving effect to the requested Swing
Line Loan, (x) the Unused Tranche A Commitment will be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined
by the Administrative Agent), (y) TKG has not borrowed EUR 300,000,000 as of the date the proposed Swing Line Loan is to be made,
and (z) the consent of TKG for the proposed Swing Line Loan has been obtained or has been waived by TKG.]


 


The undersigned hereby represents and warrants
that the conditions set forth in Section 4.2(a) and (b) have been satisfied on and as of the date the Swing Line
Loans are borrowed.


 


	 	[TOYOTA MOTOR CREDIT CORPORATION]
	 	[TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.]
	 	[TOYOTA FINANCIAL SERVICES (UK) PLC]
	 	[TOYOTA KREDITBANK GMBH]
	 	[TOYOTA LEASING GMBH]
	 	 
	 	[as Borrowers’ Representative for]
	 	 
	 	[TOYOTA MOTOR CREDIT CORPORATION]
	 	[TOYOTA CREDIT DE PUERTO RICO CORP.]
	 	[TOYOTA CREDIT CANADA INC.]
	 	[Toyota Finance Australia Limited]
	 	 	 
	 	By:  	 
	 	Name:  	 
	 	Title:  	 




     2


     


    

exhibit
b


 


FORM OF NOTE


 


__________, 200_


 


FOR VALUE RECEIVED, the
undersigned (the “Borrower”), hereby promises to pay, without setoff or counterclaim, to _____________________
(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 November
9, 2018 (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, Toyota Finance Australia
Limited, a corporation incorporated under the laws of the Commonwealth of Australia, the Lenders from time to time party thereto,
BNP Paribas, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP Paribas Securities Corp., Citibank, N.A., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd., as Joint Lead Arrangers and Joint
Book Managers, Citibank, N.A., Bank of America, N.A. and JPMorgan Chase Bank, N.A. as Swing Line Lenders and Citibank, N.A., Bank
of America, N.A., JPMorgan Chase Bank, N.A. and MUFG Bank, 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.


 


[Signature page follows]


 




     1


     


    

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


	 	[TOYOTA MOTOR CREDIT CORPORATION]
	 	[TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.]
	 	[TOYOTA FINANCIAL SERVICES (UK) PLC]
	 	[TOYOTA KREDITBANK GMBH]
	 	[TOYOTA CREDIT DE PUERTO RICO CORP.]
	 	[TOYOTA CREDIT CANADA INC.]
	 	[TOYOTA LEASING GMBH]
	 	[Toyota Finance Australia Limited]
	 	 	 
	 	By:  	 
	 	Name:  	 
	 	Title:	 




     2


     


    

LOANS AND PAYMENTS WITH RESPECT THERETO


 


	Date	 	Type of Loan Made	 	Amount of Loan Made	 	End of Interest Period	 	Amount of Principal or Interest Paid This Date	 	Outstanding Principal Balance This Date	 	Notation Made By
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 




     3


     


    

exhibit
c


 


[Reserved]


 




     


     


    

exhibit
d


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and
Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered
into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the
“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Lender
under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount
and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective
facilities identified below and (ii) to the extent permitted to be assigned under applicable Law, all claims, suits, causes of
action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising
under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort
claims, malpractice claims, statutory claims and all other claims at Law or in equity related to the rights and obligations sold
and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above
being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse
to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the
Assignor.


 


1.Assignor:______________________________


 


2.Assignee:______________________________
[and is an Affiliate/Approved Fund of [identify Lender]2]


 


3.Borrower(s):[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] [Toyota Finance Australia Limited]


 


 









 












2 Select as applicable.












     1


     


    

4. Administrative
Agent: BNP Paribas, as the administrative agent under the Credit Agreement


 


5. Credit
Agreement: 364 Day Credit Agreement, dated as of November 9, 2018 (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, Toyota Finance Australia Limited, a corporation incorporated under the laws of
the Commonwealth of Australia, the Lenders from time to time party thereto, BNP Paribas, as Administrative Agent, Swing Line Agent
and Swing Line Lender, BNP Paribas Securities Corp., Citibank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan
Chase Bank, N.A. and MUFG Bank, Ltd., as Joint Lead Arrangers and Joint Book Managers, Citibank, N.A., Bank of America, N.A. and
JPMorgan Chase Bank, N.A. as Swing Line Lenders and Citibank, N.A., Bank of America, N.A., JPMorgan Chase Bank, N.A. and MUFG Bank,
Ltd., as Syndication Agents.


 


6. Assigned
Interest:3


 


	
        Facility Assigned:

        

        Tranche [A][B][C]

         
	
        Aggregate

        

        Amount of

        

        Tranche [A][B][C] Commitment/Loans 

        for all Lenders*

        
	
        Amount of

        

        Tranche [A][B][C] Commitment/Loans 

        Assigned*

         
	
        Percentage

        

        Assigned of 

        Tranche [A][B][C] Commitment/Loans4

         
	
        Assignee’s

        

        Commitment Cap

         

	 	 	 	 	 
	Commitment/Committed Loans being assigned	US$_____________	US$______________	______________%	US$________________



 


 


 






 












* Amount to be adjusted by the counterparties
to take into account any payments or prepayments made between the Trade Date and the Effective Date.


 


3 The reference to “Loans”
in the table should be used only if the Credit Agreement provides for Term Loans.


 


4 Set forth, to at least 9 decimals,
as a percentage of the Commitment/Loans of all Lenders thereunder.


 









     2


     


    

[7.Trade Date:__________________]5


 


[8.UK Tax Confirmation:
The Assignee confirms that the person beneficially entitled to interest payable to that Lender in respect of a Loan to TFSUK is
either: (i) a company resident in the United Kingdom for United Kingdom tax purposes; or (ii) a company not so resident in the
United Kingdom which carries on a trade in the United Kingdom through a permanent establishment which brings into account interest
payable in respect of that Loan in computing its chargeable profits (within the meaning given by section 19 of the UK CTA).]6


 


[9.HMRC DT Treaty Passport:
The Assignee confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number:__________) and is tax
resident in ___________, so that interest payable to it by borrowers is generally subject to full exemption from UK withholding
tax and requests that the Administrative Agent notify TFSUK that it wishes the scheme to apply to the Credit Agreement and that
TFSUK should make a DTTP Filing.]7


 


Effective Date: __________________,
20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


 


 


 






 












5 To be completed if the Assignor
and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.


 


6 Include in this section 8
if the Borrower is TFSUK and the Assignee comes within (a)(ii) of the definition of UK Qualifying Lender in Section 1.1.


 


7 This confirmation must be
included if the Borrower is TFSUK and the Assignee holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme
to apply to the Credit Agreement.


 









     3


     


    

The terms set forth in this Assignment
and Assumption are hereby agreed to:


 


	ASSIGNOR
	[NAME OF ASSIGNOR]
	 
	 	 	 
	By: 	  	 
	 	Title:	 
	 	 	 
	ASSIGNEE
	[NAME OF ASSIGNEE]
	 
	 	 	 
	By: 	  	 
	 	Title:	 




     4


     


    

	[Consented to and]8 Accepted:
	 	 	 
	[NAME OF ADMINISTRATIVE AGENT], as
	  Administrative Agent
	 
	 	 	 
	By: 	  	 
	      	Title:	 
	 	 	 
	[Consented to:]9
	 
	 	 	 
	By: 	  	 
	      	Title:	 



 


 


 






 












8 To be added only if the consent
of the Administrative Agent is required by the terms of the Credit Agreement.


 


9 To be added only if the consent
of the applicable Borrower and/or other parties is required by the terms of the Credit Agreement.


 









     5


     


    

ANNEX 1 TO ASSIGNMENT AND
ASSUMPTION


 


(364 DAY CREDIT AGREEMENT, DATED AS OF
NOVEMBER 9, 2018 (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, Toyota
Finance Australia Limited, A CORPORATION INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF AUSTRALIA, THE LENDERS FROM
TIME TO TIME PARTY THERETO, BNP PARIBAS, AS ADMINISTRATIVE AGENT, SWING LINE AGENT AND SWING LINE LENDER, BNP PARIBAS SECURITIES
CORP., CITIBANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A., AND MUFG BANK, LTD.,
AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS, CITIBANK, N.A., BANK OF AMERICA, N.A., AND JPMORGAN CHASE BANK, N.A., AS SWING
LINE LENDERS AND CITIBANK, N.A., BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. AND MUFG BANK, LTD., AS SYNDICATION AGENTS.)


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


 


1.  Representations
and Warranties.


 


1.1.  Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim created by the Assignor and (iii) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of any Borrower
or any of its Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by
any Borrower or any of its Affiliates or any other Person of any of their respective obligations under any Loan Document.


 


1.2.  Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and


 




     


     


    

Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under
the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after
the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the
Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment
and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently
and without reliance on the Administrative Agent or any other Lender, and (v) attached hereto is any withholding tax documentation
required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and
(b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations
which by the terms of the Loan Documents are required to be performed by it as a Lender.


 


2.  Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned interest (including
payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to or on or after
the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent
for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.


 


3.  General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy
shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the Law of the State of New York.