EXHIBIT 10.3


 


EXECUTION
VERSION


 







 


 


 


Published
CUSIP Numbers: [           ]


 


[
          ]


 


FIVE
Year CREDIT AGREEMENT





(SYNDICATED
FACILITY AGREEMENT)





Dated as
of November 8, 2019


 


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.,





BOFA SECURITIES,
INC.,





CITIBANK,
N.A.,





JPMORGAN
CHASE BANK, N.A., 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	28
	Section  1.3
    Accounting Terms	29
	Section  1.4
    References to Agreements and Laws	29
	Section  1.5
    Exchange Rates; Currency Equivalents	29
	Section  1.6
    Additional Alternative Currencies	29
	Section 1.7 Change
    of Currency	30
	Section 1.8 Times
    of Day	30
	Section 1.9 Syndicated
    Facility Agreement	30







 


 


	ARTICLE
    II THE CREDITS	31










 


	Section 2.1 Committed Loans	31
	Section 2.2 Borrowings, Conversions and Continuations of Committed
    Loans	32
	Section 2.3 [Reserved]	34
	Section 2.4 Prepayments	34
	Section 2.5 Termination or Reduction of Commitments	36
	Section 2.6 Repayment of Loans	37
	Section 2.7 Interest	38
	Section 2.8 Fees	38
	Section 2.9 Computation of Interest and Fees	39
	Section 2.10 Evidence of Debt	39
	Section 2.11 Payments Generally	39
	Section 2.12 Sharing of Payments	42




     


     


    

	Section 2.13 Extension of Revolving Maturity Date;	43
	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	50
	 	 
	Section 3.1 Taxes	50
	Section 3.2 Illegality	53
	Section 3.3 Inability to Determine Rates; Reference Rate Replacement	54
	Section 3.4 Increased Cost and Reduced Return; Capital Adequacy;
    Reserves on Eurocurrency Rate Loans	57
	Section 3.5 Funding Losses	58
	Section 3.6 Matters Applicable to all Requests for Compensation	59


 








	ARTICLE
IV CONDITIONS	61
	 	 
	Section 4.1 Effectiveness	61
	Section 4.2 Conditions to all Loans	63


 








	ARTICLE
V REPRESENTATIONS AND WARRANTIES	63
	 	 
	Section  5.1 Corporate Existence and Power	63
	Section  5.2 Corporate and Governmental Authorization:
    No Contravention	64
	Section  5.3 Binding Effect	64
	Section  5.4 Financial Statements	64
	Section  5.5 Litigation	64
	Section  5.6 Taxes	65
	Section  5.7 Not an Investment Company	65
	Section  5.8 Disclosure	65
	Section  5.9 Representations as to Non-US Obligors	65




    ii


     


    

	Section  5.10 Representations as to TCPR	66
	Section  5.11 Sanctions	66


 








	ARTICLE
VI COVENANTS	67
	 	 
	Section  6.1 Information	67
	Section  6.2 [Reserved]	68
	Section  6.3 Preservation and Maintenance of Corporate
    Existence	69
	Section  6.4 Compliance with Laws	69
	Section  6.5 Negative Pledge	69
	Section  6.6 Consolidations	71
	Section  6.7 Use of Proceeds	72


 








	ARTICLE
VII DEFAULTS	73
	 	 
	Section  7.1 Events of Default	73
	Section 7.2 Application of Funds	75


 











	ARTICLE
VIII THE ADMINISTRATIVE AGENT	76
	 	 
	Section 8.1 Appointment and Authorization of Administrative
    Agent	76
	Section 8.2 Delegation of Duties	76
	Section 8.3 Liability of Administrative Agent	76
	Section 8.4 Reliance by Administrative Agent	76
	Section 8.5 Notice of Default	77
	Section 8.6 Credit Decision; Disclosure of Information by Administrative
    Agent	77
	Section 8.7 Indemnification of Administrative Agent	78
	Section 8.8 Administrative Agent in its Individual Capacity	78
	Section 8.9 Successor Administrative Agent and Sub-Agents	78
	Section 8.10 Administrative Agent May File Proofs of Claim	80
	Section 8.11 Other Agents, Arrangers and Managers	81




    iii


     


    

	Section 8.12 Canadian Sub-Agent	81


 








	ARTICLE
IX MISCELLANEOUS	81
	 	 
	Section 9.1 Amendments, Etc	81
	Section 9.2 Notices and Other Communications; Facsimile Copies	82
	Section 9.3 No Waiver; Cumulative Remedies	85
	Section 9.4 Attorney Costs, Expenses and Taxes	85
	Section 9.5 Indemnification by the Borrowers	85
	Section 9.6 Payments Set Aside	87
	Section 9.7 Successors and Assigns	87
	Section 9.8 Confidentiality	91
	Section 9.9 Set-off	92
	Section 9.10 Interest Rate Limitation	93
	Section 9.11 Counterparts; Electronic Execution	93
	Section 9.12 Integration	93
	Section 9.13 Survival of Representations and Warranties	93
	Section 9.14 Severability	93
	Section 9.15 Tax Forms	94
	Section 9.16 Australian GST	97
	Section 9.17 Replacement of Lenders	98
	Section 9.18 Governing Law	98
	Section 9.19 No Advisory or Fiduciary Responsibility	99
	Section 9.20 PATRIOT Act Notice	100
	Section 9.21 Judgment	100


	Section 9.22 Acknowledgement and Consent to Bail-In
    of Certain Financial Institutions	100


	Section 9.23 Waiver of Right to Trial by Jury	101




    iv


     


    

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




    v


     


    

FIVE
Year CREDIT AGREEMENT 


 


THIS
FIVE Year CREDIT AGREEMENT (this “Agreement”) dated as of November 8,
2019 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”),
BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE
BANK, N.A. (“JPMorgan”), 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, 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 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 the Tranche C Borrower, 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$866,600,000.


 


“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$666,600,000.


 


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


 




    
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	 	 	 	 	 Toyota – Five Year Credit Agreement (2019)
 





     


    

“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
Margin” means, as of any day, a percentage per annum determined by reference to the Public Debt Rating in effect on
such date as set forth below:


 


	Public
        Debt Rating

        

        S&P/Moody’s

        
	Applicable

        

        Rate

        

	Level
        1

        

        At
        least AA-/Aa3

        
	0.565%

         

	Level
        2

        

        Less
        than Level 1 but at least A+/A1

        
	0.670%

         

	Level
        3

        

        Less
        than Level 2 but at least A/A2

        
	0.775%

         

	Level
        4

        

        Less
        than Level 3

        
	0.875%

         



 


“Applicable
Percentage” means, as of any day, a percentage per annum determined by reference to the Public Debt Rating in effect
on such date as set forth below:


 


	Public
        Debt Rating

        

        S&P/Moody’s
	Applicable

        

        Percentage

        

	Level
        1

        

        At
        least AA-/Aa3

        
	0.060%

         

	Level
        2

        

        Less
        than Level 1 but at least A+/A1

        
	0.080%

         

	Level
        3

        

        Less
        than Level 2 but at least A/A2

        
	0.100%

         

	Level
        4

        

        Less
        than Level 3

        
	0.125%

         



 


“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 Applicable Margin in effect on such day and (ii) for Base Rate Loans or Canadian Prime Rate Loans, a rate per
annum equal to 0.00%.


 




    
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	 	 	 	 	 Toyota – Five Year Credit Agreement (2019)
 





     


    

“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 the Tranche C Borrower, the Tranche C Lenders.


 


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


 


“Article
55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit
institutions and investment firms.


 


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


 


“Attorney
Costs” means and includes, with respect to the Administrative Agent, all reasonable fees, expenses and disbursements
of any law firm or other external counsel and, with respect to any Lender, 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, 2019 (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, 2019 (or such later 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, 2019 (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, 2019 (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, 2019 (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


 




    
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	 	 	 	 	 Toyota – Five Year Credit Agreement (2019)
 





     


    

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, 2019
(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, 2019 (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, Australia 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 the Tranche C Borrower and the Tranche C Lenders, provided that such designated Tranche C Lender (i) has been
approved by the Tranche C Borrower 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.


 


“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
the Tranche C Borrower and the Tranche C Lenders.


 


“Australian
Swing Line Sublimit” means an amount equal to the least of (a) US$333,300,000, (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.


 




    
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	 	 	 	 	 Toyota – Five Year Credit Agreement (2019)
 





     


    

“Bail-In
Legislation” means, with respect to an EEA Member Country which has implemented, or which at any time implements, Article
55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time.


 


“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 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.


 




    
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	 	 	 	 	 Toyota – Five Year Credit Agreement (2019)
 





     


    

“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, in its capacity as a borrower under the Tranche A Facility, the
Tranche B Facility or the Tranche C Facility, 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, Texas, 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 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


 




    
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	 	 	 	 	 Toyota – Five Year Credit Agreement (2019)
 





     


    

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.


 


“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, or any of the foregoing,
as the context requires.


 




    
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“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.


 


“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.


 


“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.


 




    
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“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 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


 




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


 


“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”.


 




    
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“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,


 


“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


 




    
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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 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 Lender organized under the Laws of Puerto Rico,
(ii) a 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, as such term is defined
in Sections 1062.11(a)(4) and 1092.01(a)(3) of the Puerto Rico Code.


 


“Existing
Credit Facilities” means (a) the 364-Day Credit Agreement dated as of November 9, 2018 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 9, 2018,
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 9, 2018, 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.


 




    
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“Extension
Date” has the meaning specified in Section 2.13(a).


 


“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.


 


“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


 




    
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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 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, intergovernmental or supranational body 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; 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, and, in each case, the Revolving Maturity Date applicable to the Lender 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 the
Tranche C Borrower 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;


 




    
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(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 Revolving Maturity Date applicable to the
Lender of such Loans.


 


“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.


 


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


 


“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.


 


“Moody’s”
means Moody’s Investors Service, Inc., and any successors thereto.


 


“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.


 




    
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“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.


 


“Offshore
Associate” means an associate (as defined in section 128F(9) of the Australian Tax Act):


 


(a)  which
is a non-resident of Australia and does not become a Lender or receive a payment in carrying on a business in Australia at or
through a permanent establishment of the associate in Australia; or


 


(b)  which
is a resident of Australia and which becomes a Lender or receives a payment in carrying on a business in a country outside Australia
at or through a permanent establishment of the associate in that country;


 


and,
in each case, which does not become a Lender in the capacity of a dealer, manager or underwriter in relation to the invitation,
or a clearing house, custodian, funds manager or responsible entity of a registered scheme or does not receive payment in the
capacity of a clearing house, custodian, paying agent, funds manager or responsible entity of a registered scheme.


 


“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


 




    
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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).


 


“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 eighth 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


 




    
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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 Loans, as applicable, has been terminated pursuant to Section 7.1,
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 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 eighth 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
Debt Rating” means, as of any date, the rating that has been most recently announced by any of S&P or Moody’s,
as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by TMCC or, if any such rating
agency shall have issued more than one such rating, the lowest such rating issued by such rating agency. For purposes of the foregoing,
(a) if only one of S&P and Moody’s shall have in effect a Public Debt Rating, the Applicable Margin and the Applicable
Percentage shall be determined by reference to the available rating; (b) if neither of S&P or Moody’s shall have
in effect a Public Debt Rating, the Applicable Margin and the Applicable Percentage will be set in accordance with Level 4 under
the definitions of “Applicable Margin” and “Applicable Percentage”; (c) if both S&P
and Moody’s have established ratings and those ratings shall fall within two different levels, the Applicable Margin and
the Applicable Percentage shall be based upon the higher rating, unless the lower rating is more than one level below the higher
rating, in which case the Applicable Margin and the Applicable Percentage shall be based upon the rating that is one level lower
than the higher rating; (d) if any rating established by S&P or Moody’s shall be changed, such change shall be
effective as of the date on which such change is first announced publicly by the rating agency making such change; and (e) if
S&P or Moody’s shall change the basis or system on which ratings are established, each reference to the Public Debt
Rating announced by S&P or Moody’s, as the case may be, shall refer to the then equivalent rating by S&P or Moody’s,
as the case may be.


 


“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.


 





 




    
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“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 the Tranche C Borrower,
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,
Applicable Tranche Lenders holding in the aggregate more than 50% of the Total Outstandings applicable to Tranche A Borrowers,
to TCCI or to the Tranche C Borrower, 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, 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.


 


“Resolution
Authority” means any body which has authority to exercise any Write-down and Conversion Powers.


 


“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. 


 




    
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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
Maturity Date” means, the later of (a) November 8, 2024, 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 Extension Date (as
such term is defined in Section 2.13(a)) for all purposes of this Agreement.


 


“S&P”
means S&P Global Ratings, a S&P Global Inc. business, and any successor thereto.


 


“Same
Day Funds” means (a) with respect to disbursements and payments in US Dollars, immediately available funds, (b) with
respect to disbursements and payments in an 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 and (c) with respect to disbursements and payments in Australian Dollars, same day or other funds
as may be determined by the Australian Sub-Agent to be customary in the place of disbursement or payment for the settlement of
international banking transactions in Australian Dollars.


 


“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.


 





 




    
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“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.


 


“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 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.


 





 




    
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“Swing
Line Rate” means, (a) in respect of Swing Line Loans made in US Dollars or any Alternative 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,
Australia 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; provided that, if the Swing Line Rate in respect of any Swing Line Loans
would otherwise be less than zero, such Swing Line Rate shall instead be deemed for all purposes of this Agreement to be
zero.


 


“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 


 




    
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Rico
withholding tax imposed on payments by the Tranche A Borrowers under this Agreement or any other Loan Document or (2) Canadian
withholding tax imposed on payments by TCCI under this Agreement or any other Loan Document, in the case of (1) or (2) 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.


 


“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 the Tranche C Borrower, the Outstanding Amount of all Loans made to
the Tranche C Borrower.


 


“Tranche”
means any of the Tranche A Facility, the Tranche B Facility or the Tranche C Facility, as the context may require.


 


“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. For the avoidance of doubt, clause (c) of this definition shall be triggered when the commitment of all
Tranche A Lenders has been terminated pursuant to Section 7.1 as to all Tranche A Borrowers in their capacity as Tranche
A Borrowers.


 


“Tranche
A Borrowers” means TMCC, TFA, TMFNL, TFSUK, TLG, TCPR and TKG, each in its capacity as a Borrower under the Tranche
A Facility.


 


“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
TLG shall not exceed US$500,000,000 in the aggregate for all Lenders, (c) the Tranche A Commitments available to TFA shall not
exceed US$333,300,000 in the aggregate for all Lenders and (d) the Tranche A Commitments available to TCPR shall not exceed US$333,300,000
in the aggregate for all Lenders.


 





 




    
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“Tranche
A Facility” or “Tranche A” 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. 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 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” or “Tranche B” 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. 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 Borrower” means TFA in its capacity as the Borrower under the Tranche C Facility. For the avoidance of doubt, TFA
is both a Tranche A Borrower and the Tranche C Borrower.


 





 




    
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“Tranche
C Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Tranche C Borrower 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” or “Tranche C” 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 the Tranche C Borrower under Article II, in the form of a
Committed Loan. 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
Bail-In Legislation” means (to the extent that the United Kingdom is not an EEA Member Country which has implemented,
or implements, Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the
United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their
affiliates (otherwise than through liquidation, administration or other insolvency proceedings).


 


“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.


 





 




    
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“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



 


		(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.


 


“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 the Tranche C Borrower.


 


“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 


 




    
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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:



 


(a)  with
respect to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as
such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and


 


(b)  with
respect to any UK Bail-In Legislation:


 


(i)             
any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a Person that is a bank or
investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel,
reduce, modify or change the form of a liability of such a Person or any contract or instrument under which that liability arises,
to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide
that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation
in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of
those powers; and


 


(ii)           
any similar or analogous powers under that UK Bail-In Legislation.


 


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:


 


(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”.


 







    
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(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.


 


(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., ten 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


 




    
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 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 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.


 





 




    
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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 of such Tranche A Lender, 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 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 may
borrow under this Section 2.1(b), prepay under Section 2.4, and, 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 the Tranche C Borrower on any Business Day during the Tranche C
Availability Period of such Tranche C Lender, 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 the Tranche C Borrower 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 the Tranche C Borrower 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 the Tranche C Borrower 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, the Tranche C Borrower may borrow under Tranche C pursuant to the terms set forth in this Section 2.1(c),
prepay under Section 2.4, and, reborrow under this Section 2.1(c).


 





 




    
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(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 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 the
Tranche C Borrower) 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 the Tranche C Borrower) 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 


 




    
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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 the Tranche C Borrower 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.


 


(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 




    
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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 the Tranche C Borrower 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 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 the Tranche
C Borrower 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 


 




    
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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 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$333,300,000, 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 TFA under Tranche A at any time exceed US$333,300,000,
TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (vi) 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 (vii) if for any reason the Total Outstandings applicable to the Tranche C Borrower
at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower 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 




    
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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-Agent
and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate
Tranche B Commitments; and the Tranche C Borrower 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 Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, 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)  Termination
of a Tranche A Borrower.  Upon the payment in full of all Loans made to any Tranche A Borrower and performance in full of all
other accrued obligations of such Tranche A Borrower under this Agreement, any Tranche A Borrower may, upon notice to the Administrative
Agent, and so long as such Tranche A Borrower has not delivered a request for a Borrowing pursuant to Section 2.2(a) or
Section 2.16(b) which remains outstanding, terminate the Tranche A Commitments with respect to itself Upon receipt of such
notice of termination by the Administrative Agent, (x) such Tranche A Borrower’s status as a “Tranche A Borrower”
shall immediately terminate and such Tranche A Borrower shall cease to have the rights and obligations of a Tranche A


 




    
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 Borrower
hereunder (other than such rights and obligations that are expressly stated to survive the payment in full of amounts and obligations
owing under this Agreement and the other Loan Documents and the termination of this Agreement and the other Loan Documents) and
(y) the Lenders shall be under no further obligation to make any Loans
hereunder to such Tranche A Borrower. The Administrative Agent will promptly notify the Lenders of any such notice of termination.


 


(c)  Non-Ratable
Reduction. The Tranche A Borrowers, TCCI or the Tranche C Borrower 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(c), the Tranche A
Borrowers, TCCI or the Tranche C Borrower, 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 the Tranche C Borrower 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 once reduced pursuant to this Section 2.5(c) may not be reinstated; provided further,
however, that if pursuant to this Section 2.5(c), the Tranche A Borrowers, TCCI or the Tranche C Borrower, 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 the Tranche C Borrower, 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 Revolving Maturity Date applicable to such
Lender the aggregate principal amount of Loans made to it by such Lender and outstanding on such date.


 





 




    
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(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; (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;
(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; (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.


 


(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 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 of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability
Period of such Lender, 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, including at any time during which one or more of the conditions in Article
IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments
or unused 


 




    
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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 Revolving Maturity Date of such Applicable Tranche Lender
(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 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.


 





 




    
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(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 the
Tranche C Borrower 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) the Tranche C Borrower 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 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 the Tranche C Borrower
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-


 




    
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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 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 


 




    
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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, 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 


 




    
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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 2.12 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 2.12 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 Extension of Revolving Maturity Date .


 


(a)  Not
earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”),
the Borrowers may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request an extension
of the Revolving Maturity Date then in effect for a period of up to one year. Within 20 days of delivery of such notice, each
appropriate Lender shall notify the Administrative Agent whether or not it consents to such extension (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 extension. 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 extension request. If any Lender declines,
or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender
to be replaced as a Lender pursuant to Section 9.17.


 


(b)  The
applicable Revolving Maturity Date shall be extended 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 extended, the Revolving Maturity Date, as to the Consenting Lenders, shall be extended for one year from the Revolving Maturity
Date then in effect, effective as of the applicable Extension Date. The Administrative Agent and the Borrowers shall promptly
confirm to the Lenders such extension. As a condition precedent to such extension, each Borrower shall deliver to the Administrative
Agent a certificate of such Borrower dated as of the Extension 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 extension and (ii) certifying that, before and after giving effect to such extension, (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 Extension 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 


 




    
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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 Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date
(and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed
Loans ratable with any revised and new Pro Rata Shares of all the Lenders.


 


(c)  This
Section 2.13 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 ten 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 pursuant to this Section 2.14(a),
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 


 




    
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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 2.14 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 the Tranche C Borrower and (y)
in Australian Dollars to the Tranche C Borrower, 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 the Tranche C Borrower, 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 the Tranche C Borrower, 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
the Tranche C Borrower, 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
Borrower(s) shall not exceed such Lender’s Commitment applicable to such Borrower(s) and (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 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.


 





 




    
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(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 the Tranche C Borrower) (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 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


 




    
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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 or a Committed Tranche C Loan, as applicable, 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, (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 (C) the amount of Swing Line Loans made to the Tranche C Borrower. 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 or Committed Tranche
C 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 (x) the Administrative Agent’s Office or the Canadian Sub-Agent’s Office, as applicable, for
US Dollar-denominated payments or (y) the Australian Sub-Agent’s Office for Australian Dollar-denominated payments, in each
case 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 makes funds available shall be deemed to have made a Base Rate Committed Loan or a Committed Tranche C Loan,
as applicable, 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


 




    
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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.


 


(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.


 




    
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(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 the Tranche C Borrower, 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.


 


(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 with respect to such Borrower), 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
with respect to such Borrower, 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


 




    
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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.


 


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


 




    
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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 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


 




    
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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 A Lender or a Tranche C Lender 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 A Lender or the
relevant Tranche C Lender is an Offshore Associate of TFA, (ii) the payment could have been made to the relevant Tranche A Lender
or 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 A Lender or the relevant Tranche C Lender, or an entity acting on behalf of such Tranche A Lender or 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 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.


 




    
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(h)
       The agreements in this Section 3.1 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, 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 Tranche
C Loan made under this Agreement to the Tranche C Borrower, it becomes unlawful or impossible (as a result of any Regulatory Change)
in any jurisdiction for a Tranche C Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain
its participation in any Tranche C Loan:


 


		(i)	such
                                         Tranche C Lender shall forthwith notify the Australian Sub-Agent and the Tranche C Borrower;



 


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



 




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



 


		(iv)	without
                                         limiting Sections 3.2(c)(ii) and 3.2(c)(iii), such Tranche C Lender shall
                                         consult and negotiate in good faith with the Tranche C Borrower 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 Tranche C Loan to continue to be provided to the Tranche
                                         C Borrower; and



 


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



 


		(1)	such
                                         Lender or the Tranche C Borrower 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 90th day after the date such notice is delivered
                                         to the other party; and



 


		(2)	the
                                         Tranche C Borrower 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 90th day after
                                         notice has been given in accordance with Section 3.2(c)(v)(1); or



 


		(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


 




    
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(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).



 


then it
shall promptly notify the Tranche C Borrower 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


 




    
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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


 


(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 9.1, 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 written 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


 




    
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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 3.3, “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.


 


(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


 




    
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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.


 


(e)
       The agreements in this Section 3.4 shall survive the termination of the Aggregate
Commitments and repayment of all other Obligations.


 


(f)
       Notwithstanding any other provision in this Section 3.4, no Lender shall demand
compensation for any increased cost pursuant to this Section 3.4 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);


 




    
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(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 3.5 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 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.


 




    
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(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.


 


Section
3.7 Public Offer.


 


(a)        In
relation to Tranche A and Tranche C, BNP Paribas undertakes, represents and warrants to TFA as follows:


 


(i)  on
behalf of TFA it has made, or it will make before the 30th day after the date of this Agreement, invitations to become
a Tranche A Lender and invitations to become a Tranche C Lender under this Agreement, either:


 


(A)
in the form agreed with TFA to at least ten parties, each of whom, as at the date the relevant invitation is made, BNP Paribas’s
relevant officers involved in the transaction on a day to day basis believe carries on the business of providing finance or investing
or dealing in securities in the course of operating in financial markets, for the purposes of Section 128F(3A)(a)(i) of the Australian
Tax Act, and each of whom has been disclosed to TFA; or


 


(B)
in an electronic form that is used by financial markets for dealing in debentures (as defined in Section 128F(9) of the Australian
Tax Act) or debt interests (as defined in Sections 974-15 and 974-20 of the Income Tax Assessment Act 1997) such as Reuters or
Bloomberg;


 


(ii)  at
least ten of the parties to whom BNP Paribas has made or will make invitations referred to in paragraph (i)(A) are not, as at
the date the invitations are made, to the knowledge of the relevant officers of BNP Paribas involved in the transaction, associates
(as defined in section 128F(9) of the Australian Tax Act) of any of the others of those ten offerees; and


 


(iii)  it
has not made and will not make offers or invitations referred to in paragraph (i)(A) to parties whom its relevant officers involved
in the transaction on a day to day basis are aware are Offshore Associates of TFA.


 


(b)  TFA
confirms that none of the potential offerees whose names were disclosed to it by BNP Paribas before the date of this Agreement
were known or suspected by it to be an Offshore Associate of TFA.


 


(c)  Each
Tranche A Lender and each Tranche C Lender represents and warrants to TFA that at the time it received the invitation it was carrying
on a business of providing finance, or investing or dealing in securities, in the course of operating in financial markets.


 




    
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(d)  BNP
Paribas and each Lender will provide to TFA when reasonably requested by TFA any factual information in its possession or which
it is reasonably able to provide to assist TFA to demonstrate that section 128F of the Australian Tax Act has been satisfied where
to do so will not in BNP Paribas’s or such Lender’s reasonable opinion breach any law or regulation or any duty of
confidence.


 


(e)  If,
for any reason, the requirements of section 128F of the Australian Tax Act have not been satisfied in relation to interest payable
on a Tranche A Loan or a Tranche C Loan (except to an Offshore Associate of TFA), then on request by the Administrative Agent
or TFA, each party shall co-operate and take steps reasonably requested with a view to satisfying those requirements:


 


(i)  where
a party breached Section 3.7(a) or Section 3.7(c), at the cost of that party; or


 


(ii)  in
all other cases, at the cost of TFA.


 


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;


 


(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


 




    
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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.


 


(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.


 




    
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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 in
all material respects 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(c) and Section 5.2(ii)
and (iii) and Section 5.6 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.


 


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


 




    
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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 flow 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 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


 




    
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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 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


 




    
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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 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.


 




    
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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
and/or (ii) any associated and applicable national law, instrument or regulation in the European Union or the United Kingdom related
thereto and/or (iii) any similar law, instrument or regulation.


 


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);


 


(c)  within
ten 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.


 




    
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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 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].


 




    
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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 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),


 




    
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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;


 


(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,


 




    
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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 or statement of financial position 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 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


 




    
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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 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


 




    
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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 and/or (ii) any associated
and applicable national law, instrument or regulation in the European Union or the United Kingdom related thereto and/or (iii)
any similar law, instrument or regulation.


 


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 (i) any principal of any Loan made to it when due, (ii) any interest on any Loan of such Borrower or
a facility fee under Section 2.8(a) owed by such Borrower within five Business Days after the same becomes due, or (iii) any other
fees or other amounts payable by such Borrower hereunder for a period of 30 days after receipt of notice of such failure by such
Borrower from the Administrative Agent;


 


(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;


 


(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


 




    
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and, within
ten 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 any such Borrower or such Significant Subsidiary of such Borrower
and the appointment continues undischarged or unstayed for 90 calendar days; or any proceeding under any Debtor Relief Law relating
to any such Borrower or such Significant Subsidiary of such Borrower or to all or any material part of its respective property
is instituted without the consent of such Borrower or such Significant Subsidiary of such Borrower 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);


 


(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


 




    
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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;


 


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.


 




    
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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, 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


 




    
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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 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


 




    
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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 8.7;
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 8.7 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 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.


 




    
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(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, (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 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.


 




    
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(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


 


(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


 




    
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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 9.1, 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 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


 




    
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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 9.1 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 directly and adversely affected Lender;


 


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 9.1 to the contrary, if the Administrative Agent and the Borrowers shall
have jointly identified a manifest error or any error or omission of 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 ten 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


 




    
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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; provided that, certain of the
Borrowers cannot receive and, therefore, none of the Borrowers approve delivery of electronic communications with attachments
that have been compressed (including, without limitation “zipped files”); 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.


 


(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. For the avoidance of doubt, certain of the Borrowers cannot receive and, therefore, none
of the Borrowers approve or


 




    
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have approved
delivery of electronic communications with attachments that have been compressed (including, without limitation, “zipped
files”).


 


(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;
provided that all such recorded telephonic notices to and other communications with the Administrative Agent are subject to the
Administrative Agent’s confidentiality obligations pursuant to Section 9.8.


 


(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 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-


 




    
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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 9.4 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 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


 




    
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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 9.5 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 ten
Business 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


 




    
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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 9.5 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.


 


(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 9.7, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section
9.7, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (g) of


 




    
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this Section
9.7 (and any other attempted assignment, transfer or participation by any party hereto or any Participant or prospective Participant
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 9.7 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 under Section 7.1(a) or Section 7.1(f) 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 Section 9.7(i)) 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; (vi) the parties to each assignment shall execute and deliver to the 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; and (vii) in respect of a Tranche A Loan or a Tranche C Loan, there will remain at
least two Tranche A Lenders and at least two Tranche C Lenders after the assignment. Subject to acceptance and recording thereof
by the Administrative Agent pursuant to Section 9.7(c), from and after the effective date specified in each Assignment
and Assumption, the Eligible Assignee thereunder shall be a party to this


 




    
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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 Section 9.7(d).
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 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


 




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


 




    
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(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 under Section 7.1(a) or
Section 7.1(f) has occurred and is continuing with respect to such Borrower, 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 have been informed of the confidential nature of such Information and have agreed 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); 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


 




    
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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 or credit insurance 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 independent of and otherwise than under this Agreement 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 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


 




    
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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.


 


(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


 




    
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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.


 


(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


 




    
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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 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


 




    
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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 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.


 




    
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(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 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


 




    
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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 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


 




    
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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 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 Certain Financial Institutions. Notwithstanding anything to the contrary
in this Agreement or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
and accepts that any liability of any party under or in connection with any Loan Document may be


 




    
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subject
to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:


 


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


 


(b)  
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 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 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]


 




    
	101
	 	 	 	 	 	 	               
	 	 	 	 	 Toyota – Five Year Credit Agreement (2019)
 





     


    

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	 
	 	 	 	 	 	 	 





 


 




    
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	 	 	 	TOYOTA MOTOR FINANCE

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

        
	Hiroyasu Ito	 
	 	 	 	
        Title:

        
	CEO	 
	 	 	 	 	 	 	 





 





 




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

        
	Doug Gillies	 
	 	 	 	
        Title:

        
	Managing Director	 
	 	 	 	 	 	 	 


 


 





 




    
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	 	 	 	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	 
	 	 	 	 	 	 	 



 





 




    
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	 	 	 	TOYOTA CREDIT DE PUERTO
RICO CORP.	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Cindy Wang	 
	 	 	 	
        Name:

        
	Cindy Wang	 
	 	 	 	
        Title:

        
	Group Vice President – Treasury

        Toyota Motor Credit Corporation
	 
	 	 	 	 	 	 	 





 







    
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	 	 	 	TOYOTA CREDIT CANADA INC.	 
	 	 	 	
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Fernando Belfiglio	 
	 	 	 	
        Name:

        
	Fernando Belfiglio	 
	 	 	 	
        Title:

        
	Vice-President,
Finance	 
	 	 	 	 	 	 	 


 


 





 




    
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	 	 	 	TOYOTA KREDITBANK GMBH	 
	 	 	 	
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Christian Ruben	 
	 	 	 	
        Name:

        
	Christian Ruben	 
	 	 	 	
        Title:

        
	Managing Director	 
	 	 	 	 	 	 	 


 


	 	 	 	By:	/s/ George Juganar	 
	 	 	 	
        Name:

        
	George Juganar	 
	 	 	 	
        Title:

        
	Managing Director	 
	 	 	 	 	 	 	 



 








 




    
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	 	 	 	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	 
	 	 	 	 	 	 	 



 













    
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	 	 	 	BNP PARIBAS, as Administrative Agent, a Swing Line Agent, a Swing

                    Line Lender and a Lender
	 
	 	 	 	
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Ade Adedeji	 
	 	 	 	
        Name:

        
	Ade Adedeji	 
	 	 	 	
        Title:

        
	Director	 
	 	 	 	 	 	 	 


 


	 	 	 	By:	/s/ Karim Remtoula	 
	 	 	 	
        Name:

        
	Karim Remtoula	 
	 	 	 	
        Title:

        
	Vice President	 
	 	 	 	 	 	 	 





 










    
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	 	 	 	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/ Nicolas Brazeau	 
	 	 	 	
        Name:

        
	Nicolas Brazeau	 
	 	 	 	
        Title:

        
	Vice President	 
	 	 	 	 	 	 	 





 


 










    
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	 	 	 	BNP PARIBAS, AUSTRALIA 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
	 
	 	 	 	 	 	 	 





 


 




    
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	 	 	 	BNP
PARIBAS LONDON,	 
	 	 	 	as a Swing Line Agent
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ G. Hobley	 
	 	 	 	
        Name:

        
	G. Hobley	 
	 	 	 	
        Title:

        
	Corporate Manager	 
	 	 	 	 	 	 	 


 


	 	 	 	By:	/s/ S. Duranti	 
	 	 	 	
        Name:

        
	S. Duranti	 
	 	 	 	
        Title:

        
	Head of MNC	 
	 	 	 	 	 	 	 





 


 







    
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	 	 	 	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/ Tan Siew Chin	 
	 	 	 	
        Name:

        
	Tan Siew Chin	 
	 	 	 	
        Title:

        
	Authorised Signatory	 
	 	 	 	 	 	 	 





 


 







    
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	 	 	 	CITIBANK, N.A., as a Syndication Agent, Swing

                    Line Lender and a Lender
	 
	 	 	 	
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Susan Olsen	 
	 	 	 	
        Name:

        
	Susan Olsen	 
	 	 	 	
        Title:

        
	Vice President	 
	 	 	 	 	 	 	 





 





 




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

        
	Jawdat Sha’sha’a	 
	 	 	 	
        Title:

        
	Authorised Signer	 
	 	 	 	 	 	 	 





 


 


 







    
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	 	 	 	CITIBANK, N.A., SYDNEY BRANCH,	 
	 	 	 	as 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	 
	 	 	 	 	 	 	 



 


 





 




    
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	 	 	 	BANK OF AMERICA, N.A.,	 
	 	 	 	as a Syndication Agent,
Swing Line Lender and a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Myrna F. Green	 
	 	 	 	
        Name:

        
	Myrna F. Green	 
	 	 	 	
        Title:

        
	AVP	 
	 	 	 	 	 	 	 


 


 







    
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	 	 	 	BANK OF AMERICA, N.A., CANADA

                    BRANCH,
	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Medina Sales de
Andrade	 
	 	 	 	
        Name:

        
	Medina Sales de
Andrade	 
	 	 	 	
        Title:

        
	Vice President	 
	 	 	 	 	 	 	 





 


 


 




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

        
	Shigetoshi Takashi	 
	 	 	 	
        Title:

        
	Managing Director	 
	 	 	 	 	 	 	 





 




    
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	 	 	 	JPMORGAN CHASE BANK,
N.A.,	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Andrew W. Kristiansen	 
	 	 	 	
        Name:

        
	Andrew W. Kristiansen	 
	 	 	 	
        Title:

        
	Vice President

        J.P. Morgan
	 
	 	 	 	 	 	 	 





 





 




    
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	 	 	 	SUMITOMO MITSUI BANKING

CORPORATION, 	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Wataru Fukuda	 
	 	 	 	
        Name:

        
	Wataru Fukuda	 
	 	 	 	
        Title:

        
	Managing Director	 
	 	 	 	 	 	 	 





 







    
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	 	 	 	SUMITOMO MITSUI BANKING

CORPORATION, 	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Yu Fujii	 
	 	 	 	
        Name:

        
	Yu Fujii	 
	 	 	 	
        Title:

        
	Managing Director

        Corporate Banking Department - I
	 
	 	 	 	 	 	 	 


 


	 	 	 	By:	/s/ Atsushi Fujimura	 
	 	 	 	
        Name:

        
	Atsushi Fujimura	 
	 	 	 	
        Title:

        
	Senior Executive Director

        Corporate Banking Department - I
	 
	 	 	 	 	 	 	 



 







    
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	 	 	 	SUMITOMO MITSUI BANKING

CORPORATION, SYDNEY BRANCH	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Hiroshi Umeyama	 
	 	 	 	
        Name:

        
	Hiroshi Umeyama	 
	 	 	 	
        Title:

        
	Joint General Manager	 
	 	 	 	 	 	 	 


 


	 	 	 	By:	/s/ Takahiro Ishii	 
	 	 	 	
        Name:

        
	Takahiro Ishii	 
	 	 	 	
        Title:

        
	Head of Japanese Corporate Banking Department	 
	 	 	 	 	 	 	 



 


 







    
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	 	 	 	SUMITOMO MITSUI BANKING

CORPORATION, CANADA BRANCH, 	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Yoshihiko Hirose	 
	 	 	 	
        Name:

        
	Yoshihiko Hirose	 
	 	 	 	
        Title:

        
	Executive Director	 
	 	 	 	 	 	 	 





 


 







    
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	 	 	 	MIZUHO BANK, LTD.,	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Shohei Yamazaki	 
	 	 	 	
        Name:

        
	Shohei Yamazaki	 
	 	 	 	
        Title:

        
	Managing Director	 
	 	 	 	 	 	 	 





 







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

        
	Benjamin Lennon	 
	 	 	 	
        Title:

        
	Authorized Signatory	 
	 	 	 	 	 	 	 





 


 





 




    
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	 	 	 	SOCIÉTÉ
GENERALE,	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/  John Hogan	 
	 	 	 	
        Name:

        
	 John Hogan	 
	 	 	 	
        Title:

        
	Director	 
	 	 	 	 	 	 	 





 







    
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	 	 	 	THE HONGKONG AND SHANGHAI

                    BANKING CORPORATION LIMITED,
	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/  Simon K. Wong	 
	 	 	 	
        Name:

        
	 Simon K. Wong	 
	 	 	 	
        Title:

        
	Associate Director	 
	 	 	 	 	 	 	 





 




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

        
	 Craig Malloy	 
	 	 	 	
        Title:

        
	Director	 
	 	 	 	 	 	 	 







    
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	 	 	 	THE TORONTO-DOMINION
BANK, NEW YORK BRANCH,
	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/  Brian MacFarlane	 
	 	 	 	
        Name:

        
	 Brian MacFarlane	 
	 	 	 	
        Title:

        
	Authorized Signatory	 
	 	 	 	 	 	 	 





 


 







    
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	 	 	 	THE TORONTO-DOMINION
BANK,
	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/  Maria Macchiaroli	 
	 	 	 	
        Name:

        
	 Maria Macchiaroli	 
	 	 	 	
        Title:

        
	Authorized Signatory	 
	 	 	 	 	 	 	 





 







    
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	 	 	 	THE TORONTO-DOMINION
BANK, as

                    Lending Office for Loans to TFSUK,
	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/  Maria Macchiaroli	 
	 	 	 	
        Name:

        
	 Maria Macchiaroli	 
	 	 	 	
        Title:

        
	Authorized Signatory	 
	 	 	 	 	 	 	 





 





 




    
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	 	 	 	AUSTRALIA AND NEW
ZEALAND

                    BANKING GROUP LIMITED,
	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/  Robert Grillo	 
	 	 	 	
        Name:

        
	 Robert Grillo	 
	 	 	 	
        Title:

        
	Director	 
	 	 	 	 	 	 	 










    
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	 	 	 	BANCO SANTANDER, S.A., NEW YORK BRANCH,	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Xavier Ruiz	 
	 	 	 	
        Name:

        
	Xavier Ruiz	 
	 	 	 	
        Title:

        
	Managing Director	 
	 	 	 	 	 	 	 


 


	 	 	 	By:	/s/ Rita Walz-Cuccioli	 
	 	 	 	
        Name:

        
	Rita Walz-Cuccioli	 
	 	 	 	
        Title:

        
	Executive Director

        Banco Santander S.A., New York Branch
	 
	 	 	 	 	 	 	 



 







    
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	 	 	 	COMMERZBANK AG, NEW
YORK BRANCH,	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Michael W. Ravelo	 
	 	 	 	
        Name:

        
	Michael W. Ravelo	 
	 	 	 	
        Title:

        
	Managing Director	 
	 	 	 	 	 	 	 


 


	 	 	 	By:	/s/ Bianca Notari	 
	 	 	 	
        Name:

        
	Bianca Notari	 
	 	 	 	
        Title:

        
	Vice President	 
	 	 	 	 	 	 	 



 







    
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	 	 	 	CREDIT AGRICOLE CORPORATE AND

                    INVESTMENT BANK,
	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Kaye Ea	 
	 	 	 	
        Name:

        
	Kaye Ea	 
	 	 	 	
        Title:

        
	Managing Director	 
	 	 	 	 	 	 	 


 


	 	 	 	By:	/s/ Gary Herzog	 
	 	 	 	
        Name:

        
	Gary Herzog	 
	 	 	 	
        Title:

        
	Managing Director	 
	 	 	 	 	 	 	 



 


 


 







    
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	 	 	 	MORGAN STANLEY SENIOR FUNDING,

                    INC.,
	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Alysha Salinger	 
	 	 	 	
        Name:

        
	Alysha Salinger	 
	 	 	 	
        Title:

        
	Vice President	 
	 	 	 	 	 	 	 





 







    
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	 	 	 	MORGAN STANLEY BANK,
N.A.,

                    
	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Alysha Salinger	 
	 	 	 	
        Name:

        
	Alysha Salinger	 
	 	 	 	
        Title:

        
	Authorized Signatory	 
	 	 	 	 	 	 	 





 





 




    
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	 	 	 	U.S. BANK NATIONAL
ASSOCIATION,

                    
	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Brett M. Justman	 
	 	 	 	
        Name:

        
	Brett M. Justman	 
	 	 	 	
        Title:

        
	Vice President	 
	 	 	 	 	 	 	 





 





 




    
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	 	 	 	BANK OF MONTREAL,

                    
	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Matthew Brink	 
	 	 	 	
        Name:

        
	Matthew Brink	 
	 	 	 	
        Title:

        
	Vice President	 
	 	 	 	 	 	 	 





 


 







    
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	 	 	 	BANK OF MONTREAL,
CHICAGO BRANCH,

                    
	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Brian L. Banke	 
	 	 	 	
        Name:

        
	Brian L. Banke	 
	 	 	 	
        Title:

        
	Managing Director	 
	 	 	 	 	 	 	 





 







    
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	 	 	 	BANK OF MONTREAL,
LONDON BRANCH	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Scott Matthews	 
	 	 	 	
        Name:

        
	Scott Matthews	 
	 	 	 	
        Title:

        
	MD	 
	 	 	 	 	 	 	 


 


	 	 	 	By:	/s/ Richard Couzens	 
	 	 	 	
        Name:

        
	Richard Couzens	 
	 	 	 	
        Title:

        
	Managing Director	 
	 	 	 	 	 	 	 



 


 







    
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	 	 	 	CANADIAN IMPERIAL BANK OF

                    COMMERCE,
	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Sushant Pathak	 
	 	 	 	
        Name:

        
	Sushant Pathak	 
	 	 	 	
        Title:

        
	Director	 
	 	 	 	 	 	 	 


 


	 	 	 	By:	/s/ Matthew Reis	 
	 	 	 	
        Name:

        
	Matthew Reis	 
	 	 	 	
        Title:

        
	Executive Director	 
	 	 	 	 	 	 	 



 









    
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	 	 	 	CANADIAN IMPERIAL
BANK OF

                    COMMERCE, NEW YORK BRANCH,
	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Dominic Sorresso	 
	 	 	 	
        Name:

        
	Dominic Sorresso	 
	 	 	 	
        Title:

        
	Authorized Signatory	 
	 	 	 	 	 	 	 


 


	 	 	 	By:	/s/ Melissa E. Brown	 
	 	 	 	
        Name:

        
	Melissa E. Brown	 
	 	 	 	
        Title:

        
	Authorized Signatory	 
	 	 	 	 	 	 	 



 



 





 




    
[Signature Page to Toyota Five Year Credit Agreement]
 



     


    

 


 







 











	 	 	 	CANADIAN IMPERIAL
BANK OF COMMERCE, LONDON BRANCH,
	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Hortense Degroote	 
	 	 	 	
        Name:

        
	Hortense Degroote	 
	 	 	 	
        Title:

        
	Executive Director, Corporate Banking	 
	 	 	 	 	 	 	 


 


	 	 	 	By:	/s/ Stefan Vatchev	 
	 	 	 	
        Name:

        
	Stefan Vatchev	 
	 	 	 	
        Title:

        
	Director	 
	 	 	 	 	 	 	 



 



 


 




    
[Signature Page to Toyota Five Year Credit Agreement]
 



     


    

 


 


 


	 	 	 	THE BANK OF NOVA SCOTIA,	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ David Brooks	 
	 	 	 	
        Name:

        
	David Brooks	 
	 	 	 	
        Title:

        
	Managing Director	 
	 	 	 	 	 	 	 





 





 




    
[Signature Page to Toyota Five Year Credit Agreement]
 



     


    

 


 


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

        
	John Smathers	 
	 	 	 	
        Title:

        
	Director	 
	 	 	 	 	 	 	 








 




    
[Signature Page to Toyota Five Year Credit Agreement]
 



     


    

 


 


	 	 	 	THE NORTHERN TRUST
COMPANY,	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/Will Hicks	 
	 	 	 	
        Name:

        
	Will Hicks	 
	 	 	 	
        Title:

        
	Vice President	 
	 	 	 	 	 	 	 





 


 




    
[Signature Page to Toyota Five Year Credit Agreement]
 



     


    

 





 


 











	 	 	 	UNICREDIT BANK AG, NEW YORK BRANCH,	 
	 	 	 	as a Lender
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Tom Taylor	 
	 	 	 	
        Name:

        
	Tom Taylor	 
	 	 	 	
        Title:

        
	Managing Director	 
	 	 	 	 	 	 	 


 


	 	 	 	By:	/s/ Thomas Petz	 
	 	 	 	
        Name:

        
	Thomas Petz	 
	 	 	 	
        Title:

        
	Director	 
	 	 	 	 	 	 	 






 




    
[Signature Page to Toyota Five Year Credit Agreement]
 



     


    




 











	 	 	 	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/ Sonia Cristina
I A Bettencourt	 
	 	 	 	
        Name:

        
	128268 Sonia Cristina
I A Bettencourt	 
	 	 	 	
        Title:

        
		 
	 	 	 	 	 	 	 









 





 




    
[Signature Page to Toyota Five Year Credit Agreement]
 



     


    

 


 





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

        
	Raymond Qiao	 
	 	 	 	
        Title:

        
	EVP	 
	 	 	 	 	 	 	 







    
[Signature Page to Toyota Five Year Credit Agreement]
 



     


    

 


 


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

        
	Rita Rai Sengupta	 
	 	 	 	
        Title:

        
	Executive Director	 
	 	 	 	 	 	 	 





 


 







    
[Signature Page to Toyota Five Year Credit Agreement]
 



     


    

 


 


	 	 	 	FIFTH THIRD BANK,
as a Lender	 
	 	 	 	
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Jody A. Shoup	 
	 	 	 	
        Name:

        
	Jody A. Shoup	 
	 	 	 	
        Title:

        
	Vice President	 
	 	 	 	 	 	 	 










    
[Signature Page to Toyota Five Year Credit Agreement]
 



     


    

 


 


	 	 	 	FIFTH THIRD BANK, Operating through its

                    Canadian Branch, as a Lender
	 
	 	 	 	
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/  John Basaraba	 
	 	 	 	
        Name:

        
	 John Basaraba	 
	 	 	 	
        Title:

        
	Vice President	 
	 	 	 	 	 	 	 







    
[Signature Page to Toyota Five Year Credit Agreement]
 



     


    

 


 


	 	 	 	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 Five Year Credit Agreement]
 



     


    

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	333,333,333.34	9,659,371.07	53,326,222.22	312,500,000.00	44,433,333.33	333,333,333.34
	Citibank,
    N.A. (Tranche B Commitment is held by Citibank, N.A., Canadian Branch), DTTP Number: 13/C/62301/DTTP	333,333,333.34	9,659,371.07	53,326,222.23	312,500,000.00	44,433,333.33	333,333,333.34
	Bank
    of America, N.A. (Tranche B Commitment is held by Bank of America, Canada Branch), DTTP Number: 13/B/7418/DTTP	333,333,333.34	9,659,371.07	53,326,222.23	312,500,000.00	33,333,333.33	333,333,333.34
	MUFG
    Bank, Ltd., DTTP Number: 43/B/322072/DTTP 	333,333,333.34	9,659,371.07	53,326,222.23	-	-	333,333,333.34
	JPMorgan
    Chase Bank, N.A., DTTP Number: 13/M/268710/DTTP	333,333,333.33	9,659,371.07	53,326,222.23	312,500,000.00	44,433,333.34	333,333,333.33




    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	268,333,333.33	6,661,635.22	23,330,222.22	-	-	268,333,333.33
	Mizuho
    Bank, Ltd., DTTP Number: N/A	268,333,333.33	6,661,635.22	23,330,222.22	-	-	268,333,333.33
	Royal
    Bank of Canada, DTTP Number: 3/R70780/DTTP	268,333,333.33	268,333,333.33	23,330,222.22	-	-	268,333,333.33
	Societe
    Generale, DTTP Number: 5/S/70085/DTTP	268,333,333.33	6,661,635.22	23,330,222.22	-	-	268,333,333.33
	The
    Hongkong and Shanghai Banking Corporation Limited, DTTP Number: 99/H/358123/DTTP	268,333,333.33	6,661,635.22	23,330,222.22	-	-	268,333,333.33
	Barclays
    Bank PLC, DTTP Number: N/A	235,000,000.00	-	23,330,222.22	-	-	235,000,000.00
	The
    Toronto-Dominion Bank, DTTP Number: 3/T/80000/DTTP	235,000,000.00	235,000,000.00	23,330,222.22	-	-	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	166,666,666.67	-	-	-	-	166,666,666.67
	Commerzbank
    AG, New York 	166,666,666.67	-	-	-	-	166,666,666.67




    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$)	Commitment
    Cap (US$)



	Branch,
    DTTP Number: 7/C/25382/DTTP	 	 	 	 	 	 
	Credit
    Agricole Corporate and Investment Bank, DTTP Number: 5/C/222082/DTTP	156,666,666.66	-	9,998,666.67	-	-	156,666,666.66
	Morgan
    Stanley Senior Funding, Inc., DTTP Number: 13/M/227953/DTTP	89,200,000.00	-	-	-	-	89,200,000.00
	Morgan
    Stanley Bank, N.A., DTTP Number: 13/M/307216/DTTP	60,800,000.00	-	-	-	-	60,800,000.00
	U.S.
    Bank National Association, DTTP Number: 13/U/62184/DTTP	133,333,333.33	6,661,635.21	9,998,666.67	-	-	133,333,333.33
	Bank
    of Montreal, 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	9,998,666.67	-	-	91,666,666.67
	The
    Bank of Nova Scotia, DTTP Number: 3/T/366714	91,666,666.67	91,666,666.67	9,998,666.66	-	-	91,666,666.67
	The
    Bank of New York Mellon, DTTP Number: 13/B/357401/DTTP	50,000,000.00	-	-	-	-	50,000,000.00
	The
    Northern Trust Company, DTTP Number: 	45,000,000.00	-	-	-	-	45,000,000.00




    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$)	Commitment
    Cap (US$)



	13/N/60122/DTTP	 	 	 	 	 	 
	UniCredit
    Bank AG, New York Branch, DTTP Number: 7/U/237605/DTTP	45,000,000.00	-	9,998,666.66	-	-	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
	DBS
    Bank Ltd., DTTP Number: 67/D/363894/DTTP	33,333,333.33	-	9,998,666.66	-	-	33,333,333.33
	Fifth
    Third Bank, DTTP Number: 13/F/24267/DTTP	33,333,333.33	6,661,635.22	9,998,666.66	-	-	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	866,600,000.00	666,600,000.00	1,250,000,000.00	333,300,000.00	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)	6.66666667%	1.11462856%	7.99973331%	6.66666667%
	Citibank,
    N.A. (Tranche B Commitment is held by Citibank, N.A., Canadian Branch)	6.66666667%	1.11462856%	7.99973331%	6.66666667%
	Bank
    of America, N.A. (Tranche B Commitment is held by Bank of America, Canada Branch)	6.66666667%	1.11462856%	7.99973331%	6.66666667%
	MUFG
    Bank, Ltd.	6.66666667%	1.11462856%	7.99973331%	6.66666667%
	JPMorgan
    Chase Bank, N.A. 	6.66666667%	1.11462856%	7.99973331%	6.66666667%
	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)	5.36666667%	0.76870935%	3.49988332%	5.36666667%
	Mizuho
    Bank, Ltd.	5.36666667%	0.76870935%	3.49988332%	5.36666667%
	Royal
    Bank of Canada	5.36666667%	30.96392030%	3.49988332%	5.36666667%
	Societe
    Generale	5.36666667%	0.76870935%	3.49988332%	5.36666667%
	The
    Hongkong and Shanghai Banking Corporation Limited	5.36666667%	0.76870935%	3.49988332%	5.36666667%
	Barclays
    Bank PLC	4.70000000%	0.00000000%	3.49988332%	4.70000000%
	The
    Toronto-Dominion Bank	4.70000000%	27.11747057%	3.49988332%	4.70000000%
	Australia
    and New Zealand Banking Group Limited	3.33333333%	0.00000000%	25.00250025%	3.33333333%
	Banco
    Santander, S.A., New York Branch	3.33333333%	0.00000000%	0.00000000%	3.33333333%
	Commerzbank
    AG, New York Branch	3.33333333%	0.00000000%	0.00000000%	3.33333333%
	Credit
    Agricole Corporate and Investment Bank	3.13333333%	0.00000000%	1.49995000%	3.13333333%




    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 Senior Funding, Inc.	1.78400000%	0.00000000%	0.00000000%	1.78400000%
	Morgan
    Stanley Bank, N.A.	1.21600000%	0.00000000%	0.00000000%	1.21600000%
	U.S.
    Bank National Association	2.66666667%	0.76870935%	1.49995000%	2.66666667%
	Bank
    of Montreal, Chicago Branch	1.83333333%	10.57773675%	0.00000000%	1.83333333%
	Canadian
    Imperial Bank of Commerce/ Canadian Imperial Bank of Commerce, London Branch (Tranche B Commitment is held by Canadian Imperial
    Bank of Commerce)	1.83333333%	10.57773675%	1.49995000%	1.83333333%
	The
    Bank of Nova Scotia	1.83333333%	10.57773675%	1.49994999%	1.83333333%
	The
    Bank of New York Mellon	1.00000000%	0.00000000%	0.00000000%	1.00000000%
	The
    Northern Trust Company	0.90000000%	0.00000000%	0.00000000%	0.90000000%
	UniCredit
    Bank AG, New York Branch	0.90000000%	0.00000000%	1.49994999%	0.90000000%
	Banco
    Bradesco S.A., New York Branch	0.66666667%	0.00000000%	0.00000000%	0.66666667%
	Bank
    of China, New York Branch	0.66666667%	0.00000000%	0.00000000%	0.66666667%
	DBS
    Bank Ltd.	0.66666667%	0.00000000%	1.49994999%	0.66666667%
	Fifth
    Third Bank	0.66666667%	0.76870935%	1.49994999%	0.66666667%
	Sumitomo
    Mitsui Trust Bank, Limited, New York Branch	0.66666667%	0.00000000%	0.00000000%	0.66666667%
	TOTAL:	100.00000000%	100.00000000%	100.00000000%	100.00000000%




    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 Five Year Credit Agreement, dated as of November 8, 2019 (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., BofA Securities, Inc., 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):


 


[_]
A Borrowing of Committed Loans[_] 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.]


 


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]




    1


     


    




[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 Five Year Credit Agreement, dated as of November 8, 2019 (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., BofA Securities, Inc., 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.


 


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.


 


[Signature
page follows]


 





 


 


[TOYOTA
MOTOR CREDIT CORPORATION]


 





__________________


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



    1


     


    




[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


 


__________,
20_


 


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 Five Year Credit Agreement,
dated as of November 8, 2019 (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., BofA Securities, Inc., 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 made by the Lender to the Borrower 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 the currency
of such Loan 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. Any assignment, transfer or participation of this Note in violation of Section 9.7
of the Agreement shall be null and void. 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 to the Borrower 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 to the Borrower 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]


 


 


 


 




    1


     


    

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: Five Year Credit Agreement, dated as of November 8, 2019 (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., BofA Securities, Inc., 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:


 


	Facility Assigned:

         

        Tranche [A][B][C]

         
	Aggregate

        

        Amount of

        

        Tranche [A][B][C]
        Commitment

        

        for all
        Lenders*

         
	Amount of

        

        Tranche [A][B][C]
        Commitment

        

        Assigned*

         
	Percentage

        

        Assigned of

        

        Tranche [A][B][C]
        Commitment3

         
	Assignee’s

        

        Commitment
        Cap

         

	 	 	 	 	 
	Commitment
    being assigned	US$_____________	US$______________	______________%	US$________________


 


[7.Trade
Date:__________________]4


 


[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


 





__________________


3
Set forth, to at least 8 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.


4
To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the
Trade Date.



    2


     


    

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).]5


 


[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.]6


 


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
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.


6
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:


 




     


     


    

[Consented to and]7
Accepted:


 


[NAME OF ADMINISTRATIVE
AGENT], as


 


Administrative Agent


 


By: _________________________________


 


Title:


 


[Consented to:]8


 


By: _________________________________


 


Title:


 





__________________


7
To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.


8
To be added only if the consent of the applicable Borrower and/or other parties is required by the terms of the Credit Agreement.



     


     


    

ANNEX
1 TO ASSIGNMENT AND ASSUMPTION


 


(Five Year
Credit Agreement, dated as of November 8, 2019 (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., BOFA SECURITIES, INC., 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.