LENDER HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.
EACH OF THE BORROWER AND THE LENDER
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF THIS AMENDMENT OR OTHER DOCUMENT RELATED THERETO.
EACH OF THE BORROWER AND
THE 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.
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 AMENDMENT MAY BE MADE BY MAILING (BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID) OR DELIVERING A COPY OF SUCH PROCESS TO THE BORROWER AND TO THE
LENDER, IN EACH CASE, AT THE ADDRESS SPECIFIED IN SECTION 6.05 OF THE CREDIT
AGREEMENT.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
C.Waiver of Jury Trial.
EACH PARTY TO THIS AMENDMENT HEREBY EXPRESSLY WAIVES
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
ARISING HEREUNDER OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AMENDMENT, OR THE
TRANSACTIONS RELATED HERETO, 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 AMENDMENT 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.
[The remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
TOYOTA MOTOR CREDIT CORPORATION
By:
/s/ Cindy Wang
Name:
Cindy Wang
Title:
Group Vice President - Treasury
3
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TOYOTA MOTOR SALES, U.S.A., INC.
By:
/s/ Naoki Kojima
Name:
Naoki Kojima
Title:
Treasurer
4
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exhibit a
FORM OF IRREVOCABLE LOAN NOTICE
Date:
___________, _____
To:
Toyota Motor Sales, U.S.A., Inc.
Ladies and Gentlemen:
Reference is made to that certain Revolving Credit Agreement, dated as of
December 17, 2018 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined), among Toyota Motor Credit
Corporation, as the Borrower, and Toyota Motor Sales, U.S.A., Inc., as the
Lender.
The undersigned hereby irrevocably requests a Loan to be advanced under the
Agreement: