Common use of Borrowings, Conversions and Continuations of Committed Loans Clause in Contracts

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Loans as the same Type shall be made upon the applicable Borrower’s irrevocable notice to the applicable Administrative Agent, which may be given by telephone. Each such notice from the Domestic Borrower must be received by the Domestic Administrative Agent not later than 10:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) 11:30 a.m. on the requested date of any Borrowing of Base Rate Committed Loans. Each such telephonic notice must be confirmed promptly by delivery to the applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 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 Eurodollar Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect thereto. If the applicable 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 conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. 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 Eurodollar Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Committed 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type shall be made upon the applicable Borrower’s irrevocable notice to the applicable Administrative Agent, which may be given by telephone. Each such notice from the Domestic Borrower must be received by the Domestic Administrative Agent not later than 10:00 a.m. 1:00 p.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans or of any conversion of Eurodollar Eurocurrency Rate Committed Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such ; provided that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than (i) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and (ii) 11:30 a.m. on determine whether the requested Interest Period is acceptable to all of them. Not later than 1:00 p.m., three Business Days before the requested date of any such Borrowing, conversion or continuation of Eurocurrency Rate Loans (or four Business Days in the case of a Borrowing of Base Eurocurrency Rate Committed LoansLoans having an Interest period other than one, two, three or six months in duration as provided in the definition of “Interest Period”) , the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each such telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Committed Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 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 Eurodollar Eurocurrency Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if such the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. 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 Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Committed Loans as the same Type shall be made upon the applicable a Borrower’s irrevocable (subject to Section 3.03) notice to the applicable Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice from the Domestic Borrower Committed Loan Notice must be received by the Domestic Administrative Agent not later than 10:00 a.m. 12:00 p.m. (i) three Business Days prior to the requested date of (A) any Borrowing ofof Eurocurrency Rate Committed Loans (as to Canadian Dollars), (B) any continuation of Eurocurrency Rate Committed Loans (as to Canadian Dollars) or (C) any Borrowing of Canadian BA’s, (ii) two Business Days prior to the requested date of (A) any Borrowing of Eurocurrency Rate Committed Loans (with respect to Loans denominated in Dollars), or (B) any conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans or of any conversion of Eurodollar Rate Committed (with respect to Loans to Base Rate Committed Loansdenominated in Dollars), and (iiiii) on the requested date of any Borrowing of or conversion to Base Rate Committed Loans. Each ; provided, however, that if such Borrower wishes to request (x) Eurocurrency Rate Committed Loans (with respect to Loans denominated in Dollars) having an Interest Period other than one month, three months or six months in duration or (y) Eurocurrency Rate Committed Loans (with respect to Loans denominated in Canadian Dollars) having an Interest Period other than one month, two months or three months, in each case, as provided in the definition of “Interest Period,” the applicable notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than (i) 1:00 12:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) 11:30 a.m. on the requested date of any Borrowing of Base Rate Committed Loans. Each such telephonic notice must be confirmed promptly by delivery to the applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 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 Eurodollar Rate Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as whereupon the case may be Administrative Agent (which x) shall be a Business Day), (iii) give prompt notice to the principal amount Lenders of Committed Loans such request and determine whether the requested Interest Period is acceptable 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, all such Lenders and (vy) if applicablenot later than 12:00 p.m., two Business Days before the duration requested date of the Interest Period with respect thereto. If the applicable 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 Borrowing, conversion or continuation, then shall notify such Borrower (which notice may be by telephone) whether or not the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the requested Interest Period then in effect with respect has been consented to by all the applicable Eurodollar Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Committed 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 monthLenders.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable 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 from the Domestic Borrower must be received by the Domestic Administrative Applicable Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific 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 Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Committed Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on 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 Base Eurocurrency Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than Loans denominated in Alternative Currencies, (iiii) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Eurocurrency Rate Committed Loans to to, Base Rate Committed Loans, and (iiv) 11:30 a.m. on the requested date of any Borrowing of Base Canadian Prime Rate Committed LoansLoans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the applicable Administrative 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 BorrowerApplicable Agent. Each Committed Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Eurodollar Rate Committed 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 $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof (or the Dollar Equivalent thereof. Each Committed Borrowing ); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or conversion 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 Base Rate Committed the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans shall be denominated in Canadian Dollars, in a principal amount of $500,000 CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a whole multiple principal amount of $100,000 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 Eurodollar Eurocurrency Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable 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 from the Domestic Borrower must be received by the Domestic Administrative Applicable Agent not later than 10:00 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 Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Committed Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on 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 Base Eurocurrency Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than Loans denominated in Alternative Currencies, (iiii) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Eurocurrency Rate Committed Loans to to, Base Rate Committed Loans, and (iiv) 11:30 a.m. on the requested date of any Borrowing of Base Canadian Prime Rate Committed Loans. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the applicable Administrative 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 BorrowerApplicable Agent. Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed 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 $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof (or the Dollar Equivalent thereof. Each Committed Borrowing ); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or conversion 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 Base Rate Committed the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans shall be denominated in Canadian Dollars, in a principal amount of $500,000 CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a whole multiple principal amount of $100,000 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 Eurodollar Eurocurrency Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than the applicable 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 Toyota – Five Year Credit Agreement (2019) 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 Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Committed Loans as the same Type shall will be made upon the applicable Borrower’s irrevocable notice to the applicable Administrative Agent, which may be given by telephonetelephone (and confirmed promptly by hand delivery, fax or email). Each such notice from the Domestic Borrower must be received by the Domestic Administrative Agent not later than 10:00 a.m. 12:00 noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars to Base Rate Committed Loans, (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 Committed Loans denominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such ; provided, however, that if the Borrower wishes to request Eurocurrency Rate Committed Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than 12:00 noon (i) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars, or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) 11:30 a.m. on five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of any Borrowing such Borrowing, conversion or continuation of Base Eurocurrency Rate Committed LoansLoans denominated in Alternative Currencies, whereupon the Administrative Agent will give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon, (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in US Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, the Administrative Agent will notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each such telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery hand delivery, fax or e-mail to the applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Committed Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans shall will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall will 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 Eurodollar Eurocurrency Rate Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall will 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If the applicable Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested will be made in US Dollars. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Notice, then the applicable Committed Loans will be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuationcontinuation of a Eurocurrency Rate Committed Loan, then the applicable such Eurocurrency Rate Committed Loans shall Loan will be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the continued with an Interest Period then of one month and in effect with respect to the applicable Eurodollar Rate Committed Loansits original currency. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Committed Loans as the same Type shall be made upon the applicable a Borrower’s irrevocable (subject to Section 3.03) notice to the applicable Administrative Agent, which may be given by telephone. Each such notice from the Domestic Borrower must be received by the Domestic Administrative Agent not later than 10:00 a.m. 12:00 p.m. (i) three Business Days prior to the requested date of (A) any Borrowing ofof Eurocurrency Rate Committed Loans (as to Canadian Dollars), (B) any continuation of Eurocurrency Rate Committed Loans (as to Canadian Dollars) or (C) any Borrowing of Canadian BA’s, (ii) two Business Days prior to the requested date of (A) any Borrowing of Eurocurrency Rate Committed Loans (with respect to Loans denominated in Dollars), or (B) any conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans or of any conversion of Eurodollar Rate Committed (with respect to Loans to Base Rate Committed Loansdenominated in Dollars), and (iiiii) on the requested date of any Borrowing of or conversion to Base Rate Committed Loans. Each ; provided, however, that if such Borrower wishes to request Eurocurrency Rate Committed Loans (with respect to Loans denominated in Dollars) having an Interest Period other than seven days, fourteen days, one month, two months, three months or six months in duration as provided in the definition of “Interest Period,” the applicable notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than (i) 1:00 12:00 p.m. three Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion or continuation, whereupon the Administrative Agent (x) shall give prompt notice to or continuation the Lenders of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans such request and determine whether the requested Interest Period is acceptable to Base Rate Committed Loans, all such Lenders and (iiy) 11:30 a.m. on not later than 12:00 p.m., two Business Days before the requested date of any Borrowing of Base Rate Committed Loanssuch Borrowing, conversion or continuation, shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each such telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable such Borrower. Each Committed Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans shall be (A) with respect to Loans denominated in Dollars, in a principal amount of $5,000,000 1,000,000 or a whole multiple of $100,000 in excess thereof and (B) with respect to Loans denominated in Canadian Dollars, in a principal amount of C$1,000,000 or a whole multiple of C$100,000 in excess thereof. Each Committed Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable such Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Committed 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 continuedcontinued (or the aggregate face amount of the Canadian BA’s to be accepted, if applicable), (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect theretothereto (or the maturity of the Canadian BA’s, if applicable), (vi) the currency of the Committed Loans to be borrowed and (vii) the applicable Borrower. If a Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the applicable Committed Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if such a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, to Base Rate LoansLoans (with respect to Loans denominated in Dollars); provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in 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 Eurodollar Eurocurrency Rate Committed Loans. If the applicable a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Loans as the same Type shall be made upon the applicable Company’s or a Designated Borrower’s irrevocable notice to the applicable Administrative Agent, which may may, in the case of a Committed Borrowing denominated in Dollars, be given by telephone. Each such notice from the Domestic Borrower must be received by the Domestic Administrative Agent not later than 10:00 a.m. 12:00 noon (Applicable Time, in the case of an Offshore Rate Committed Loan denominated in an Offshore Currency) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Offshore Rate Committed Loans denominated in Dollars, Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars or New Zealand Dollars or of any conversion of Eurodollar Offshore Rate Committed Loans denominated in Dollars to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than (i) 1:00 p.m. three five Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar an Offshore Rate Committed Loans or of Loan denominated in any conversion of Eurodollar Rate other Committed Loans to Base Rate Committed Loans, Loan Offshore Currency and (iiiii) 11:30 a.m. on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, that if the Company wishes to request Offshore Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 12:00 noon (Applicable Time, in the case of an Offshore Rate Committed Loan denominated in an Offshore Currency) (i) three Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Committed Loans denominated in Dollars, (ii) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Loans denominated in Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars or New Zealand Dollars or (iii) six Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Committed Loans denominated in any other Committed Loan Offshore Currency, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Each Not later than 1:00 p.m. (Applicable Time, in the case of an Offshore Rate Committed Loan denominated in an Offshore Currency), (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Offshore Rate Loans denominated in Dollars, Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars and New Zealand Dollars or (ii) five Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Loans denominated in any other Committed Loan Offshore Currency, the Administrative Agent shall notify the Company or the applicable Designated Borrower, as the case may be, (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Any telephonic notice permitted hereunder must be confirmed promptly by delivery to the applicable Administrative Agent of a written Committed Loan Notice, Notice appropriately completed and signed by a Responsible Officer of the applicable Company or a Designated Borrower, as the case may be; provided that the lack of such prompt confirmation shall not affect the conclusiveness or binding effect of such telephonic notice. Each Committed Borrowing of, conversion to or continuation of Eurodollar Offshore Rate Committed Loans in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and each Borrowing of, conversion to or continuation of Offshore Rate Committed Loans in a Committed Loan Offshore Currency shall be in a minimum principal amount of the Dollar Equivalent Amount of $5,000,000. Each Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or writtenwritten in accordance with this Agreement) shall specify (i) whether the Company or the applicable Designated Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Offshore Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If the Company or the applicable Designated Borrower fails to specify a currency in a Committed Loan Notice requesting (x) a Borrowing, then the Committed Loans so requested shall not be advanced, or (y) a continuation, then the Committed Loans shall be continued in the existing currency. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, or continued as, (i) in the case of an Offshore Rate Loan denominated in an Offshore Currency, an Offshore Rate Loan having an Interest Period of one month or (ii) in the case of an Offshore Rate Loan denominated in Dollars, a Base Rate LoansLoan. Any such automatic conversion to Base continuation of an Offshore Rate Loans Committed Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Offshore Rate Committed Loans. If no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender of the details of any automatic conversion to or continuation of Offshore Rate Committed Loans. If the applicable Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Offshore Rate Committed Loans in any such Committed Loan Notice, whether requested in Dollars or in a Committed Loan Offshore Currency, 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 than as originally borrowed, but instead must be repaid in the original currency of such Committed Loan and reborrowed in such different currency. Only Committed Loans in Dollars are subject to conversion; Offshore Currency Committed Loans may only be continued or repaid. Part I of Schedule 1.01(C) summarizes the protocols for Borrowings, conversions and continuations of Committed Loans.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans denominated in US Dollars or Canadian Dollars from one Type to the other, other and each continuation of Eurocurrency Rate Committed Loans as the same Type for a new Interest Period shall be made upon the applicable BorrowerCompany’s irrevocable notice to the applicable Administrative Agent, which may be given by telephone. Each such notice from the Domestic Borrower must be received by the Domestic Administrative Agent not later than (i) in the case of a borrowing or continuation of, or conversion of Base Rate Loans to, Eurodollar Loans, 10:00 a.m. two Business Days prior to the requested date of such borrowing, continuation or conversion; (iii) in the case of a borrowing of or conversion to Base Rate Loans, 11:00 a.m. on the requested date of such borrowing or conversion; (iii) in the case of a borrowing or continuation of, or conversion of Canadian Prime Rate Loans to, Eurocurrency Loans denominated in Canadian Dollars, 12:00 noon (Toronto time) three Business Days prior to the requested date of any Borrowing ofsuch borrowing, continuation or conversion; (iv) in the case of a borrowing of or conversion to Canadian Prime Rate Loans, 12:00 noon (Toronto time) on the date of such borrowing or conversion; and (v) in the case of a borrowing or continuation of Eurodollar Rate Committed Eurocurrency Loans or of denominated in any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loanscurrency other that US Dollars and Canadian Dollars, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than (i) 1:00 p.m. 11:00 a.m. three Business Days prior to the requested date of any Borrowing of, conversion to such borrowing of or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) 11:30 a.m. on the requested date of any Borrowing of Base Rate Committed Loansconversion. Each such telephonic notice must be confirmed promptly by delivery to the applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable BorrowerCompany. Each Committed Borrowing borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Required Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofAmount. Each Committed Loan Notice (whether telephonic or written) shall specify (iA) whether the applicable Borrower Company is requesting a Committed Borrowing, a conversion of Committed Loans denominated in US Dollars or Canadian Dollars from one Type to the other, other or a continuation of Eurodollar Rate Committed LoansLoans for a new Interest Period, (iiB) the requested date of the Borrowingborrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iiiC) the principal amount and currency of the Committed Loans to be borrowed, converted into or continued, (D) in the case of Committed Loans in US Dollars or Canadian Dollars, the Type 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, continued and (vE) if applicable, the duration of the Interest Period with respect thereto. If If, with respect to Committed Loans in US Dollars or Canadian Dollars, the applicable Borrower Company fails to specify a the Type of Committed Loan in a Committed Loan Notice or if such Borrower the Company fails to give a timely notice requesting a conversion or continuationcontinuation of a Borrowing of Committed Loans, then the applicable Committed Loans shall be made as, or converted to, Base Rate LoansLoans (in the case of Loans denominated in US Dollars) or Canadian Prime Rate Loans (in the case of Loans denominated in Canadian Dollars). Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower Company requests a Borrowing borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable 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 from the Domestic Borrower must be received by the Domestic Administrative Applicable Agent not later than 10:00 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 Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Committed Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on 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 Base Eurocurrency Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than Loans denominated in Alternative Currencies, (iiii) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Eurocurrency Rate Committed Loans to to, Base Rate Committed Loans, and (iiv) 11:30 a.m. on the requested date of any Borrowing of Base Canadian Prime Rate Committed Loans. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the applicable Administrative 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 BorrowerApplicable Agent. Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed 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 $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof (or the Dollar Equivalent thereof. Each Committed Borrowing ); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or conversion any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the Toyota - 364 Day Credit Agreement “public” under or pursuant to Base Rate Committed the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans shall be denominated in Canadian Dollars, in a principal amount of $500,000 CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a whole multiple principal amount of $100,000 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 Eurodollar Eurocurrency Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than the applicable 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 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 Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed 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. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable 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 from the Domestic Borrower must be received by the Domestic Administrative Applicable Agent not later than 10:00 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 Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Committed Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on 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 Base Eurocurrency Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than Loans denominated in Alternative Currencies, (iiii) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Eurocurrency Rate Committed Loans to to, Base Rate Committed Loans, and (iiv) 11:30 a.m. on the requested date of any Borrowing of Base Canadian Prime Rate Committed Loans. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the applicable Administrative 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 BorrowerApplicable Agent. Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed 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 $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess Toyota – Three Year Credit Agreement (2017) thereof (or the Dollar Equivalent thereof. Each Committed Borrowing ); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or conversion 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 Base Rate Committed the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans shall be denominated in Canadian Dollars, in a principal amount of $500,000 CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a whole multiple principal amount of $100,000 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 Eurodollar Eurocurrency Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable 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 from the Domestic Borrower must be received by the Domestic Administrative Applicable Agent not later than 10:00 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 Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Committed Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on 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 Base Eurocurrency Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than Loans denominated in Alternative Currencies, (iiii) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Eurocurrency Rate Committed Loans to to, Base Rate Committed Loans, and (iiv) 11:30 a.m. on the requested date of any Borrowing of Base Canadian Prime Rate Committed Loans. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the applicable Administrative 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 BorrowerApplicable Agent. Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed 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 $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof (or the Dollar Equivalent thereof. Each Committed Borrowing ); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or conversion 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 Base Rate Committed the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans shall be denominated in Canadian Dollars, in a principal amount of $500,000 CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a whole multiple principal amount of $100,000 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 Eurodollar Eurocurrency Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than the applicable 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 Toyota – Three Year Credit Agreement (2019) 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 Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable 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 from the Domestic Borrower must be received by the Domestic Administrative Applicable Agent not later than 10:00 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 Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Committed Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on 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 Base Eurocurrency Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than Loans denominated in Alternative Currencies, (iiii) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Eurocurrency Rate Committed Loans to to, Base Rate Committed Loans, and (iiv) 11:30 a.m. on the requested date of any Borrowing of Base Canadian Prime Rate Committed Loans. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the applicable Administrative 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 BorrowerApplicable Agent. Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed 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 $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof (or the Dollar Equivalent thereof. Each Committed Borrowing ); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or conversion any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the Toyota – Five Year Credit Agreement (2017) “public” under or pursuant to Base Rate Committed the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans shall be denominated in Canadian Dollars, in a principal amount of $500,000 CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a whole multiple principal amount of $100,000 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 Eurodollar Eurocurrency Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, each continuation of Term SOFR Loans and each continuation of Committed EurocurrencyAlternative Currency Term Rate Loans as the same Type shall be made upon the applicable Borrower’s irrevocable notice to the applicable Administrative Agent, which may be given by telephone(x) telephone or (y) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice from the Domestic Borrower Committed Loan Notice must be received by the Domestic Administrative Agent not later than 10:00 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Eurocurrency RateTerm SOFR Loans denominated in Dollars or of any conversion of Eurodollar Rate Committed Eurocurrency RateTerm SOFR Loans denominated in Dollars to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than Loans or LIBORSOFR Daily Floating Rate Loans and (iiii) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in any Alternative Currency Loans (or five Business Days in the case of a Special Notice Currency); provided, however, that if the applicable Borrower wishes to request EurocurrencyTerm SOFR Loans or Alternative Currency Term Rate Loans having an Interest Period moreother than one, two, three or six months in duration as provided in the definition of any conversion of Eurodollar Rate Committed Loans “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four Business Days prior to Base Rate Committed Loans, and (ii) 11:30 a.m. on the requested date of such Borrowing, conversion or continuation of Eurocurrency RateTerm SOFR Loans denominated in Dollars, or (ii) five Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in any Borrowing Alternative Currency Loans, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of Base such request and determine whether the requested Interest Period is acceptable to all of them. In the case of a request pursuant to the proviso in the preceding sentence, not later than 11:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency RateTerm SOFR Loans denominated in Dollars or (ii) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in any Alternative Currency Loans, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each such telephonic notice must be confirmed promptly by delivery to the applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Committed Borrowing of, conversion to or continuation of Eurodollar EurocurrencyTerm SOFR Loans, Alternative Currency Term Rate Committed Loans and LIBOR Daily, SOFR Daily Floating Rate Loans or Alternative Currency Daily Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Except as provided in Sections 2.03(ce) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 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 Eurodollar EurocurrencyTerm SOFR Loans or Alternative Currency Term Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a Type of Committed Loan to the extent denominated in Dollars in a Committed Loan Notice or if such the applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall instead be continued as Eurocurrency Rate Loans in such Alternative CurrencyTerm SOFR Loans with an Interest Period of one month. Any such automatic conversion to Base Rate Loans (or Eurocurrency RateTerm SOFR Loans with an Interest Period of one month) shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar existing Eurocurrency Rate Committed LoansLoansTerm SOFR Loan. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar EurocurrencyAlternative Currency Term Rate Committed 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 Loan may be converted into or continued as a Loan denominated in a different currency.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type shall be made upon the applicable Borrower’s irrevocable notice of the applicable Borrower to the applicable Administrative Agent (and, in the case of Committed Borrowing to be denominated in Canadian Dollars, to the Canadian Agent), which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice from the Domestic Borrower Committed Loan Notice must be received by the Domestic Administrative Agent not later than 10:00 a.m. 1:00 p.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars to Base Rate Committed Loans, (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, and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans or Canadian Prime Rate Committed Loans. Each such ; provided, however, that if the applicable Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than 1:00 p.m. (i) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars, or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) 11:30 a.m. on five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Base Rate Committed Loans. Each such telephonic notice must be confirmed promptly by delivery to the applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Committed Borrowing ofBorrowing, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 1:00 p.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower giving such notice is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If the applicable a Borrower fails to specify a Type of Committed Loan currency in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuationBorrowing, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. 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 Eurodollar Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Committed 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.Committed

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Loans as the same Type shall be made upon the applicable Company’s or a Designated Borrower’s irrevocable notice to the applicable Administrative Agent, which may may, in the case of a Committed Borrowing denominated in Dollars, be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice (provided that the lack of such prompt confirmation shall not affect the conclusiveness or binding effect of such telephonic notice). Each such notice from the Domestic Borrower Committed Loan Notice must be received by the Domestic Administrative Agent not later than 10:00 a.m. 12:00 noon (Applicable Time, in the case of an Offshore Rate Committed Loan denominated in an Offshore Currency) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Offshore Rate Committed Loans denominated in Dollars, Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed LoansNew Zealand Dollars, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than (i) 1:00 p.m. three five Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar an Offshore Rate Committed Loans or of Loan denominated in any conversion of Eurodollar Rate other Committed Loans to Base Rate Committed Loans, Loan Offshore Currency and (iiiii) 11:30 a.m. on the requested date of any Borrowing of Base Rate Committed Loans or of any conversion of Offshore Rate Committed Loans denominated in Dollars to Base Rate Committed Loans. Each such telephonic ; provided, however, that if the Company wishes to request Offshore Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be confirmed promptly received by delivery the Administrative Agent not later than 12:00 noon (Applicable Time, in the case of an Offshore Rate Committed Loan denominated in an Offshore Currency) (i) three Business Days prior to the applicable requested date of such Borrowing, conversion or continuation of Offshore Rate Committed Loans denominated in Dollars, (ii) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Loans denominated in Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars or New Zealand Dollars or (iii) six Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Committed Loans denominated in any other Committed Loan Offshore Currency, whereupon the Administrative Agent shall give prompt notice to the Lenders of a written such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 1:00 p.m. (Applicable Time, in the case of an Offshore Rate Committed Loan Noticedenominated in an Offshore Currency), appropriately completed (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Offshore Rate Loans denominated in Dollars, Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars and signed by a Responsible Officer New Zealand Dollars or (ii) five Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Loans denominated in any other Committed Loan Offshore Currency, the Administrative Agent shall notify the Company or the applicable Designated Borrower, as the case may be, (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Committed Borrowing of, conversion to or continuation of Eurodollar Offshore Rate Committed Loans in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and each Borrowing of, conversion to or continuation of Offshore Rate Committed Loans in a Committed Loan Offshore Currency shall be in a minimum principal amount of the Dollar Equivalent Amount of $5,000,000. Each Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Company or the applicable Designated Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Offshore Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed Loans to be borrowed and (vii) if applicable, the Designated Borrower. If the Company or the applicable Designated Borrower fails to specify a currency in a Committed Loan Notice requesting (x) a Borrowing, then the Committed Loans so requested shall not be advanced, or (y) a continuation, then the Committed Loans shall be continued in the existing currency. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, or continued as, (i) in the case of an Offshore Rate Loan denominated in an Offshore Currency, an Offshore Rate Loan having an Interest Period of one month or (ii) in the case of an Offshore Rate Loan denominated in Dollars, a Base Rate LoansLoan. Any such automatic conversion to Base continuation of an Offshore Rate Loans Committed Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Offshore Rate Committed Loans. If no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender of the details of any automatic conversion to or continuation of Offshore Rate Committed Loans. If the applicable Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Offshore Rate Committed Loans in any such Committed Loan Notice, whether requested in Dollars or in a Committed Loan Offshore Currency, 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 than as originally borrowed, but instead must be repaid in the original currency of such Committed Loan and reborrowed in such different currency. Only Committed Loans in Dollars are subject to conversion; Offshore Currency Committed Loans may only be continued or repaid. Part I of Schedule 1.01C summarizes the protocols for Borrowings, conversions and continuations of Committed Loans.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable 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 from the Domestic Borrower must be received by the Domestic Administrative Applicable Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific 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 Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Committed Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on 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 Base Eurocurrency Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than Loans denominated in Alternative Currencies, (iiii) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Eurocurrency Rate Committed Loans to to, Base Rate Committed Loans, and (iiv) 11:30 a.m. on the requested date of any Borrowing of Base Canadian Prime Rate Committed LoansLoans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the applicable Administrative 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 BorrowerApplicable Agent. Each Committed Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Eurodollar Rate Committed 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 $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof (or the Dollar Equivalent thereof. Each Committed Borrowing ); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or conversion 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 Base Rate Committed the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans shall be denominated in Canadian Dollars, in a principal amount of $500,000 CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a whole multiple principal amount of $100,000 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 Eurodollar Rate Committed Loans, Toyota – Five Year Credit Agreement (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day2015), (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, and (v) if applicable, the duration of the Interest Period with respect thereto. If the applicable 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 conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. 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 Eurodollar Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Committed 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency RateTerm SOFR Loans as the same Type or Alternative Currency Term Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice from the Domestic Borrower must be received by the Domestic Administrative Agent not later than 10:00 11:00 a.m. (i) three threetwo Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Eurocurrency RateTerm SOFR Loans denominated in Dollars or of any conversion of Eurodollar Rate Committed Eurocurrency RateTerm SOFR Loans denominated in Dollars to Base Rate Committed Loans, (ii) fourthree Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Eurocurrency Rate Loans denominated in Alternative Currencies or Alternative Currency Loans or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies or, as applicable, Alternative Currency Term Rate Loans and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such ; provided, however, that if the applicable Borrower wishes to request Eurocurrency RateTerm SOFR Loans or Alternative Currency Term Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than 11:00 a.m., (i) 1:00 p.m. three four Business Days prior to the requested date of any such Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans or of any conversion of Eurodollar Alternative Currency Term Rate Committed Loans to Base Rate Committed denominated in Dollarssuch Term SOFR Loans, and or (ii) 11:30 a.m. on five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of any such Borrowing or conversion of Base Eurocurrency Rate Committed Loans denominated in Alternative Currencies and/or Alternative Currency Loansof or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies orsuch Alternative Currency Term Rate Loans. Each such telephonic , whereupon the Administrative Agent shall give prompt notice must be confirmed promptly by delivery to the applicable Administrative Agent Lenders of a written Committed Loan Noticesuch request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., appropriately completed and signed by a Responsible Officer (i) three Business Days beforeprior to the requested date of the applicable Borrower. Each Committed such Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Ratesuch Term SOFR Loans denominated in Dollars, or (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing or conversion of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, Alternative Currency Daily Rate Loan orcontinuation of such Alternative Currency Term Rate Loans or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies or Alternative Currency Term Rate Loans, the Administrative Agent shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of or conversion to Eurocurrency RateTerm SOFR Loans, Alternative Currencies Daily Rate Loans and Alternative Currency Term Rate Loans or continuation of Eurocurrency RateTerm SOFR Loans or Alternative Currency Term Rate Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 500,000 or a whole multiple of the Dollar Equivalent of $1,000,000 100,000 in excess thereof. Each Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $500,000 or a whole multiple of the Dollar Equivalent of $100,000 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 Eurodollar Eurocurrency RateTerm SOFR Loans or Alternative Currency Term Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Loans to be borrowed, and (vii) the applicable Borrower. If the Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if such the applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to specify a Type or to timely request a continuation of Committed Loans denominated in an Alternative Currency (other than Sterling), such Committed Term Rate Loans in any Alternative Currency, such Alternative Currency Term Rate Loans shall be made as, or continued as, EurocurrencyAlternative Currency Term Rate Loans in their original currency with an Interest Period of one (1) 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 Eurodollar Rate Committed Eurocurrency RateTerm SOFR Loans. If the applicable Borrower requests a Borrowing of, of or conversion toto Eurocurrency RateTerm SOFR Loans and/or Alternative Currency Loans, or continuation of Eurodollar of, Eurocurrency RateTerm SOFR Loans or Alternative Currency Term Rate Committed 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. Subject to Section 2.02(c), no Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be repaid in the original currency of such Committed Loan and reborrowed in the other currency.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable 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 from the Domestic Borrower must be received by the Domestic Administrative Applicable Agent not later than 10:00 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 Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Committed Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on 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 Base Eurocurrency Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than Loans denominated in Alternative Currencies, (iiii) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Eurocurrency Rate Committed Loans to to, Base Rate Committed Loans, and (iiv) 11:30 a.m. on the requested date of any Borrowing of Base Canadian Prime Rate Committed Loans. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the applicable Administrative 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 BorrowerToyota - 364 Day Credit Agreement (2018) Applicable Agent. Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed 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 $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof (or the Dollar Equivalent thereof. Each Committed Borrowing ); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or conversion 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 Base Rate Committed the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans shall be denominated in Canadian Dollars, in a principal amount of $500,000 CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a whole multiple principal amount of $100,000 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 Eurodollar Eurocurrency Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG). Toyota - 364 Day Credit Agreement (2018)

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Committed Loans as the same Type shall will be made upon the applicable BorrowerCompany’s irrevocable notice to the applicable Administrative Agent, which may be given by telephonetelephone (and confirmed promptly by hand delivery, fax or email). Each such notice from the Domestic Borrower must be received by the Domestic Administrative Agent not later than 10:00 a.m. 12:00 noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars to Base Rate Committed Loans, (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 Committed Loans denominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such ; provided, however, that if the Company wishes to request Eurocurrency Rate Committed Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than 12:00 noon (i) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars, or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) 11:30 a.m. on five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of any Borrowing such Borrowing, conversion or continuation of Base Eurocurrency Rate Committed LoansLoans denominated in Alternative Currencies, whereupon the Administrative Agent will give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon, (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in US Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, the Administrative Agent will notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each such telephonic notice by the Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery hand delivery, fax or e-mail to the applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable BorrowerCompany. Each Committed Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans shall will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall will specify (i) whether the applicable Borrower Company is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall will 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If the applicable Borrower Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested will be made in US Dollars. If the Company fails to specify a Type of Committed Loan in a Committed Xxxxxx Pharmaceuticals Credit Agreement Loan Notice or if such Borrower Notice, then the applicable Committed Loans will be made as Base Rate Loans. If the Company fails to give a timely notice requesting a conversion or continuationcontinuation of a Eurocurrency Rate Committed Loan, then the applicable such Eurocurrency Rate Committed Loans shall Loan will be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the continued with an Interest Period then of one month and in effect with respect to the applicable Eurodollar Rate Committed Loansits original currency. If the applicable Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type shall be made upon the applicable BorrowerCompany’s irrevocable notice to the applicable Administrative Agent, which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice from the Domestic Borrower Committed Loan Notice must be received by the Domestic Administrative Agent not later than 10:00 a.m. Noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars, Canadian Dollars or Mexican Pesos or of any conversion of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars, Canadian Dollars or Mexican Pesos to Base Rate Committed Loans, (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 (other than Canadian Dollars or Mexican Pesos), and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such ; provided, however, that if the Company wishes to request Eurocurrency Rate Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than Noon (i) 1:00 p.m. three four Business Days prior to the requested date of any such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, Canadian Dollars or Mexican Pesos, or (ii) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies (other than Canadian Dollars or Mexican Pesos), whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than Noon, (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, Canadian Dollars or Mexican Pesos, or (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies (other than Canadian Dollars or Mexican Pesos), the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders (it being understood that Lender consent is not needed for requested Interest Periods of one, two, three or six months in duration). Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) 11:30 a.m. on the requested date of any Borrowing of Base Rate Committed Loans. Each such telephonic notice must be confirmed promptly by delivery to the applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in the case of Eurocurrency Rate Loans denominated in Alternative Currencies, the dollar equivalent thereof). Each Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower Company is requesting a Committed (USD/MC) Borrowing, a Committed (MXN) Borrowing, a conversion of Committed (USD/MC) Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Committed 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 (USD/MC) Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed Loans to be borrowed, and (vii) if applicable, the Designated Borrower. If the applicable Borrower Company fails to specify a currency in a Committed Loan Notice requesting (i) a Borrowing other than a Committed (MXN) Borrowing, then the Committed Loans so requested shall be made in Dollars and (ii) a Committed (MXN) Borrowing, then the Committed Loans so requested shall be made in Mexican Pesos. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Eurocurrency Rate Loans shall be effective as of the last day of the in their original currency (or, if a new Committed Loan, Dollars) with an Interest Period then in effect with respect to the applicable Eurodollar Rate Committed Loansof one month. If the applicable Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding anything herein to the contrary, (i) the Company shall not be entitled to request, on behalf of any Designated Mexican Borrower, any Loan other than a Committed (MXN) Loan and (ii) the Company shall not be entitled to request, on behalf of any Borrower other than a Designated Mexican Borrower, a Committed (MXN) Loan.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Committed Loans as the same Type shall be made upon the applicable BorrowerCompany’s irrevocable notice to the applicable Administrative Agent, which may be given by telephone. Each such notice from the Domestic Borrower must be received by the Domestic Administrative Agent not later than 10:00 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars to Base Rate Committed Loans, (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 Committed Loans denominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such ; provided, however, that if the Company wishes to request Eurocurrency Rate Committed Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than 11:00 a.m. (i) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars, or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) 11:30 a.m. on five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of any Borrowing such Borrowing, conversion or continuation of Base Eurocurrency Rate Committed LoansLoans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each such telephonic notice by the Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable BorrowerCompany. Each Committed Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, or if the remaining amount available under the Aggregate Commitments is less than $5,000,000, in which case in multiples of $1,000,000. Each Except as provided above and in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof, or if the remaining amount available under the Aggregate Commitments is less than $5,000,000, in which case in multiples of $1,000,000. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower Company is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed Loans to be borrowed, and (vii) if applicable, the Designated Borrower. If the applicable Borrower Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Committed 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 Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans (other than Swing Line Loans) from one Type to the other, and each continuation of Committed Term SOFR Loans, Eurocurrency Rate Loans, CDORAlternative Currency Term Rate Loans, XXXXX Rate Loans as the same Type or EURIBO Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice from the Domestic Borrower Committed Loan Notice must be received by the Domestic Administrative Agent not later than 12:00 p.m. or, with respect to any Borrowing of, conversion to or continuation of Alternative Currency Term Rate Loans, 10:00 a.m. (i) three Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans Term SOFR Loans, or of any conversion of Eurodollar Base Rate Committed Loans to Base Rate Committed Term SOFR Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to of or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in an Alternative Currency, CDORAlternative Currency Term Rate Loans, EURIBO Rate Loans or of any conversion of Eurodollar XXXXX Rate Committed Loans to Base Rate Committed Loans, ; and (iiiii) 11:30 a.m. on the requested date of any Borrowing of or conversion of Term SOFR Loans to Base Rate Committed Loans. Each such telephonic ; provided, however, that, if the applicable Borrower wishes to request Term SOFR Loans, Eurocurrency Rate Loans, CDORAlternative Currency Term Rate Loans or EURIBO Rate Loans having an Interest Period other than one, three or (other than with respect to Alternative Currency Term Rate Loans) six months in duration as provided in the definition of “Interest Period”, the applicable notice must be confirmed promptly received by delivery the Administrative Agent not later than 12:00 p.m. five Business Days prior to the requested date of such Committed Borrowing, conversion (in the case of Committed Loans denominated in Dollars) or continuation, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 p.m., four Business Days before the requested date of such Committed Borrowing, conversion or continuation, the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of shall notify the applicable BorrowerBorrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders and the Administrative Agent. Each Committed Borrowing of, conversion to (in the case of Committed Loans denominated in Dollars) or continuation of Eurodollar Term SOFR Loans, Eurocurrency Rate Committed Loans, CDORAlternative Currency Term Rate Loans, EURIBO Rate Loans or XXXXX Rate Loans, shall be in a principal amount of the Dollar Equivalent of $5,000,000 1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereofthereof or such other amount as corresponds to any Term Loan amortization payment. Each Committed Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereofthereof or such other amount as corresponds to any Term Loan amortization payment. 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 Eurodollar Term SOFR Loans, Eurocurrency Rate Committed Loans, CDORAlternative Currency Term Rate Loans, XXXXX Rate Loans or EURIBO Rate Loans, (ii) the requested date of the Committed 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) the Facility pursuant to which the Committed Borrowing is being requested, (vi) the currency of the Committed Borrowing and (vvii) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the applicable Borrower fails to specify a Type of Committed Loan denominated in Dollars in a Committed Loan Notice or if such the applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any Loans (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 Eurodollar Term SOFR Loans); provided, however, that, in the case of a failure to timely request a continuation of EURIBO Rate Loans, CDORAlternative Currency Term Rate Loans or XXXXX Rate Loans, such Committed Loans shall be continued as EURIBO Rate Loans, CDORAlternative Currency Term Rate Loans or XXXXX Rate Loans, respectively, in their original currency and, in the case of EURIBO Rate Loans and CDORAlternative Currency Term Rate Loans, with an Interest Period of one (1) month. If the applicable Borrower requests a Committed Borrowing of, conversion toto (in the case of Committed Loan denominated in Dollars), or continuation of Eurodollar Term SOFR Loans, EURIBO Rate Committed Loans, CDORAlternative Currency Term Rate Loans or 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. Except as provided in Section 3.03, no Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency (and no Committed Loan denominated in Dollars may be converted into EURIBO Rate Loan, XXXXX Rate Loan or CDORAlternative Currency Term Rate Loan and no EURIBO Rate Loan, XXXXX Rate Loan or CDORAlternative Currency Term Rate Loan may be converted into the Loan of any other Type), but instead must be repaid in the original currency of such Committed Loan and reborrowed in the other currency.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type or Alternative Currency Term Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice from the Domestic Borrower must be received by the Domestic Administrative Agent not later than 10:00 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars to Base Rate Committed Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Eurocurrency Rate Loans denominated in Alternative Currencies or Alternative Currency Loans or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies or Alternative Currency Term Rate Loans and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such ; provided, however, that if the applicable Borrower wishes to request Eurocurrency Rate Loans or Alternative Currency Term Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than 11:00 a.m. (i) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans or of any conversion of Eurodollar Alternative Currency Term Rate Committed Loans to Base Rate Committed Loansdenominated in Dollars, and or (ii) 11:30 a.m. on five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of any such Borrowing or conversion of Base Eurocurrency Rate Committed Loans. Each such telephonic notice must be confirmed promptly by delivery to the applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Committed Borrowing of, conversion to Loans denominated in Alternative Currencies and/or Alternative Currency Loans or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in Alternative Currencies or Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing or conversion of Eurocurrency Rate Loans denominated in Alternative Currencies, Alternative Currency Daily Rate Loan or Alternative Currency Term Rate Loans or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies or Alternative Currency Term Rate Loans, the Administrative Agent shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of or conversion to Eurocurrency Rate Loans, Alternative Currencies Daily Rate Loans and Alternative Currency Term Rate Loans or continuation of Eurocurrency Rate Loans or Alternative Currency Term Rate Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 500,000 or a whole multiple of the Dollar Equivalent of $1,000,000 100,000 in excess thereof. Each Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $500,000 or a whole multiple of the Dollar Equivalent of $100,000 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 Eurodollar Eurocurrency Rate Committed Loans or Alternative Currency Term Rate 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, and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Loans to be borrowed, and (vii) the applicable Borrower. If the Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if such the applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to specify a Type or to timely request a continuation of Committed Loans denominated in an Alternative Currency (other than Sterling), such Committed Loans shall be made as, or continued as, Eurocurrency Rate Loans in their original currency with an Interest Period of one (1) 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 Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower requests a Borrowing of, of or conversion toto Eurocurrency Rate Loans and/or Alternative Currency Loans, or continuation of Eurodollar of, Eurocurrency Rate Committed Loans or Alternative Currency Term 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. Subject to Section 2.02(c), no Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be repaid in the original currency of such Committed Loan and reborrowed in the other currency.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable 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 from the Domestic Borrower must be received by the Domestic Administrative Applicable Agent not later than 10:00 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 Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Committed Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on four Toyota – Three Year Credit Agreement (2018) 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 Base Eurocurrency Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than Loans denominated in Alternative Currencies, (iiii) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Eurocurrency Rate Committed Loans to to, Base Rate Committed Loans, and (iiv) 11:30 a.m. on the requested date of any Borrowing of Base Canadian Prime Rate Committed Loans. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the applicable Administrative 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 BorrowerApplicable Agent. Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed 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 $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof (or the Dollar Equivalent thereof. Each Committed Borrowing ); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or conversion 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 Base Rate Committed the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans shall be denominated in Canadian Dollars, in a principal amount of $500,000 CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a whole multiple principal amount of $100,000 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 Eurodollar Eurocurrency Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or Toyota – Three Year Credit Agreement (2018) 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Loans as the same Type shall be made upon the applicable Company’s or a Designated Borrower’s irrevocable notice to the applicable Administrative Agent, which may may, in the case of a Committed Borrowing denominated in Dollars, be given by telephone. Each such notice from the Domestic Borrower must be received by the Domestic Administrative Agent not later than 10:00 a.m. 12:00 noon (Applicable Time, in the case of an Offshore Rate Committed Loan denominated in an Offshore Currency) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Offshore Rate Committed Loans denominated in Dollars, Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed LoansNew Zealand Dollars, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than (i) 1:00 p.m. three five Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar an Offshore Rate Committed Loans or of Loan denominated in any conversion of Eurodollar Rate other Committed Loans to Base Rate Committed Loans, Loan Offshore Currency and (iiiii) 11:30 a.m. on the requested date of any Borrowing of Base Rate Committed Loans or of any conversion of Offshore Rate Committed Loans Exhibit 4.1 denominated in Dollars to Base Rate Committed Loans; provided, however, that if the Company wishes to request Offshore Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 12:00 noon (Applicable Time, in the case of an Offshore Rate Committed Loan denominated in an Offshore Currency) (i) three Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Committed Loans denominated in Dollars, (ii) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Loans denominated in Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars or New Zealand Dollars or (iii) six Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Committed Loans denominated in any other Committed Loan Offshore Currency, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Each Not later than 1:00 p.m. (Applicable Time, in the case of an Offshore Rate Committed Loan denominated in an Offshore Currency), (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Offshore Rate Loans denominated in Dollars, Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars and New Zealand Dollars or (ii) five Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Loans denominated in any other Committed Loan Offshore Currency, the Administrative Agent shall notify the Company or the applicable Designated Borrower, as the case may be, (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Any telephonic notice permitted hereunder must be confirmed promptly by delivery to the applicable Administrative Agent of a written Committed Loan Notice, Notice appropriately completed and signed by a Responsible Officer of the applicable Company or a Designated Borrower, as the case may be; provided that the lack of such prompt confirmation shall not affect the conclusiveness or binding effect of such telephonic notice. Each Committed Borrowing of, conversion to or continuation of Eurodollar Offshore Rate Committed Loans in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and each Borrowing of, conversion to or continuation of Offshore Rate Committed Loans in a Committed Loan Offshore Currency shall be in a minimum principal amount of the Dollar Equivalent Amount of $5,000,000. Each Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or writtenwritten in accordance with this Agreement) shall specify (i) whether the Company or the applicable Designated Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Offshore Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If the Company or the applicable Designated Borrower fails to specify a currency in a Committed Loan Notice requesting (x) a Borrowing, then the Committed Loans so requested shall not be advanced, or (y) a continuation, then the Committed Loans shall be continued in the existing currency. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, or continued as, (i) in the case of an Offshore Rate Loan denominated in an Offshore Currency, an Offshore Rate Loan having an Interest Period of one month or (ii) in the case of an Offshore Rate Loan denominated in Dollars, a Base Rate LoansLoan. Any such automatic conversion to Base continuation of an Offshore Rate Loans Committed Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Offshore Rate Committed Loans. If no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender of the details of any automatic conversion to or continuation of Offshore Rate Committed Loans. If the applicable Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Offshore Rate Committed Loans in any such Committed Loan Notice, Exhibit 4.1 whether requested in Dollars or in a Committed Loan Offshore Currency, 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 than as originally borrowed, but instead must be repaid in the original currency of such Committed Loan and reborrowed in such different currency. Only Committed Loans in Dollars are subject to conversion; Offshore Currency Committed Loans may only be continued or repaid. Part I of Schedule 1.01(C) summarizes the protocols for Borrowings, conversions and continuations of Committed Loans.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable 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 from the Domestic Borrower must be received by the Domestic Administrative Applicable Agent not later than 10:00 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 Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Committed Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on 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 Base Eurocurrency Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than Loans denominated in Alternative Currencies, (iiii) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing or Toyota - 364 Day Credit Agreement (2017) continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Eurocurrency Rate Committed Loans to to, Base Rate Committed Loans, and (iiv) 11:30 a.m. on the requested date of any Borrowing of Base Canadian Prime Rate Committed Loans. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the applicable Administrative 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 BorrowerApplicable Agent. Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed 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 $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof (or the Dollar Equivalent thereof. Each Committed Borrowing ); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or conversion 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 Base Rate Committed the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans shall be denominated in Canadian Dollars, in a principal amount of $500,000 CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a whole multiple principal amount of $100,000 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 Eurodollar Eurocurrency Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Toyota - 364 Day Credit Agreement (2017) Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable 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 from the Domestic Borrower must be received by the Domestic Administrative Applicable Agent not later than 10:00 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 Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Committed Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on four Toyota – Five Year Credit Agreement (2018) 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 Base Eurocurrency Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than Loans denominated in Alternative Currencies, (iiii) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Eurocurrency Rate Committed Loans to to, Base Rate Committed Loans, and (iiv) 11:30 a.m. on the requested date of any Borrowing of Base Canadian Prime Rate Committed Loans. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the applicable Administrative 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 BorrowerApplicable Agent. Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed 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 $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof (or the Dollar Equivalent thereof. Each Committed Borrowing ); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or conversion 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 Base Rate Committed the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans shall be denominated in Canadian Dollars, in a principal amount of $500,000 CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a whole multiple principal amount of $100,000 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 Eurodollar Eurocurrency Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or Toyota – Five Year Credit Agreement (2018) 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Committed Loans as the same Type shall will be made upon the applicable Borrower’s irrevocable notice to the applicable Administrative Agent, which may be given by telephonetelephone (and confirmed promptly by hand delivery, fax or email). Each such notice from the Domestic Borrower must be received by the Domestic Administrative Agent not later than 10:00 a.m. 12:00 noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars to Base Rate Committed Loans, (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 Committed Loans denominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such ; provided, however, that if the Borrower wishes to request Eurocurrency Rate Committed Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than 12:00 noon (i) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars, or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) 11:30 a.m. on five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of any Borrowing such Borrowing, conversion or continuation of Base Eurocurrency Rate Committed LoansLoans denominated in Alternative Currencies, whereupon the Administrative Agent will give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon, (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in US Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, the Administrative Agent will notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each such telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery hand delivery, fax or e-mail to the applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Committed Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans shall will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall will 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 Eurodollar Eurocurrency Rate Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall will be a Business Day)) and, if applicable, the requested Pre-Funding Date, (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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If the applicable Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested will be made in US Dollars. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Notice, then the applicable Committed Loans will be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuationcontinuation of a Eurocurrency Rate Committed Loan, then the applicable such Eurocurrency Rate Committed Loans shall Loan will be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the continued with an Interest Period then of one month and in effect with respect to the applicable Eurodollar Rate Committed Loansits original currency. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Committed Loans as the same Type shall be made upon the applicable Borrower’s irrevocable notice to the applicable Administrative Agent, which may be given by telephone. Each such notice from the Domestic Borrower must be received by the Domestic Administrative Agent not later than 10:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars to Base Rate Committed Loans, (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 Committed Loans denominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such ; provided, however, that if the Borrower wishes to request Eurocurrency Rate Committed Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than 10:00 a.m. (i) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars, or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) 11:30 a.m. on five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing such Borrowing, conversion or continuation of Base Eurocurrency Rate Committed LoansLoans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in Dollars, or (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each such telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 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 Eurodollar Eurocurrency Rate Committed 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; provided that the principal amount of Committed Loans to be borrowed, converted or continued shall be in a minimum aggregate principal amount of $10,000,000 or the Dollar Equivalent thereof, or a whole multiple of $1,000,000 or its Dollar Equivalent in excess thereof, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Committed Loans to be borrowed. If the applicable Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if such the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency, 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 Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable 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 from the Domestic Borrower must be received by the Domestic Administrative Applicable Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific 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 Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Committed Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on 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 Base Eurocurrency Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than Loans denominated in Alternative Currencies, (iiii) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Eurocurrency Rate Committed Loans to to, Base Rate Committed Loans, and (iiv) 11:30 a.m. on the requested date of any Borrowing of Base Canadian Prime Rate Committed LoansLoans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the applicable Administrative 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 BorrowerApplicable Agent. Each Committed Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Eurodollar Rate Committed 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 $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof (or the Dollar Equivalent thereof. Each Committed Borrowing ); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or conversion 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 Base Rate Committed the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans shall be denominated in Canadian Dollars, in a principal amount of $500,000 CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a whole multiple principal amount of $100,000 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 Eurodollar Rate Committed Loans, Toyota – Three Year Credit Agreement (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day2015), (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, and (v) if applicable, the duration of the Interest Period with respect thereto. If the applicable 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 conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. 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 Eurodollar Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Committed 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Committed Loans as the same Type shall be made upon the applicable a Borrower’s irrevocable (subject to Section 3.03) notice to the applicable Administrative Agent, which may be given by telephone. Each such notice from the Domestic Borrower must be received by the Domestic Administrative Agent not later than 10:00 a.m. 12:00 p.m. (i) three Business Days prior to the requested date of (A) any Borrowing ofof Eurocurrency Rate Committed Loans (as to Canadian Dollars), (B) any continuation of Eurocurrency Rate Committed Loans (as to Canadian Dollars) or (C) any Borrowing of Canadian BA’s, (ii) two Business Days prior to the requested date of (A) any Borrowing of Eurocurrency Rate Committed Loans (with respect to Loans denominated in Dollars), or (B) any conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans or of any conversion of Eurodollar Rate Committed (with respect to Loans denominated in Dollars) to Base Rate Committed Loans, and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans. Each ; provided, however, that if such Borrower wishes to request Eurocurrency Rate Committed Loans (with respect to Loans denominated in Dollars) having an Interest Period other than seven days, fourteen days, one month, two months, three months or six months in duration as provided in the definition of “Interest Period,” the applicable notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than (i) 1:00 12:00 p.m. three Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion or continuation, whereupon the Administrative Agent (x) shall give prompt notice to or continuation the Lenders of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans such request and determine whether the requested Interest Period is acceptable to Base Rate Committed Loans, all such Lenders and (iiy) 11:30 a.m. on not later than 12:00 p.m., two Business Days before the requested date of such Borrowing, conversion or continuation, shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders; provided, further, if any requested Committed Borrowing or portion thereof is to be utilized exclusively for working capital purposes (such Committed Borrowing or such portion being called a “Working Capital Borrowing”), such Borrower shall specify in the Committed Loan Notice that such Committed Borrowing or such portion is a Working Capital Borrowing. In addition, any repayment of Base Rate Committed Loansa Loan that is intended as a repayment of all or any part of the outstanding amount of one or more Working Capital Borrowings shall be so identified to the Administrative Agent at the time of such repayment. Each such telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable such Borrower. Each Committed Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans shall be (A) with respect to Loans denominated in Dollars, in a principal amount of $5,000,000 1,000,000 or a whole multiple of $100,000 in excess thereof and (B) with respect to Loans denominated in Canadian Dollars, in a principal amount of C$1,000,000 or a whole multiple of C$100,000 in excess thereof. Each Committed Except as provided in Sections 2.04(c) and 2.05(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable such Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Committed 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 continuedcontinued (or the aggregate face amount of the Canadian BA’s to be accepted, if applicable), (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect theretothereto (or the maturity of the Canadian BA’s, if applicable), (vi) the currency of the Committed Loans to be borrowed and (vii) if applicable, the Designated Borrower. If a Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the applicable Committed Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if such a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, to Base Rate LoansLoans (with respect to Loans denominated in Dollars); provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in 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 Eurodollar Eurocurrency Rate Committed Loans. If the applicable a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurodollar Rate Loans and each issuance of Bankers’ Acceptances as the same Type shall be made upon the applicable Borrower’s irrevocable notice to the applicable Administrative Agent, which may be given by telephone. Each such notice from the Domestic Borrower must be received by the Domestic Administrative Agent not later than 10:00 a.m. 1:00 p.m. (i) three Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or Loans, of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed LoansLoans or any issuance of Bankers’ Acceptances, and (ii) on one Business Day prior to the requested date of any Borrowing of Base Rate Committed Loans. Each such , Canadian Prime Rate Loans or Canadian US Dollar Base Rate Loans; provided, however, that if the US Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than (i) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to or continuation the US Lenders of Eurodollar Rate Committed Loans or such request and determine whether the requested Interest Period is acceptable to all of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loansthem. Not later than 1:00 p.m., and (ii) 11:30 a.m. on three Business Days before the requested date of any Borrowing of Base Rate Committed Loanssuch Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each such telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Except as provided in Section 2.03(c) and Section 2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans, Canadian Prime Rate Loans or Canadian US Dollar Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice as to a Borrowing of US Committed Loans (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, other or a continuation of Eurodollar Rate Committed Loans, (ii) the requested date of the US Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of US 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, and (v) if applicable, the duration of the Interest Period with respect thereto. Each Loan Notice as to a Borrowing of Canadian Committed Advances (whether telephonic or written) shall specify (i) whether the Canadian Borrower is requesting a Borrowing, a conversion of a Canadian Committed Advance from one Type to the other or a continuation of Bankers’ Acceptances, (ii) the requested date of the Borrowing, conversion or continuation (which shall be a Business Day), and (iii) the principal amount of the Canadian Committed Advances to be borrowed or to which existing Canadian Committed Advances are to be converted and whether it is Canadian Dollar-denominated Loan or a US Dollar-denominated Loan or the principal amount of Bankers’ Acceptances to be issued. If the applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if such the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans or, in the case of the Canadian Borrower, Canadian Prime Rate Loans. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Committed LoansLoans or Bankers’ Acceptances. If the applicable Borrower requests a Committed Borrowing of, conversion to, or continuation of Eurodollar Rate Committed Loans or Bankers’ Acceptances 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of any Committed Loans Borrowing denominated in US Dollars from one Type to the other, and each continuation of any Eurocurrency Rate Committed Loans as the same Type shall Borrowing will be made upon the applicable Borrower’s irrevocable notice to the applicable Administrative Applicable Agent, which may must be given by telephone. Each such notice from the Domestic Borrower must be received by the Domestic Administrative Agent not later than 10:00 a.m. (i) three Business Days prior hand delivery, fax or e-mail to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) 11:30 a.m. on the requested date of any Borrowing of Base Rate Committed Loans. Each such telephonic notice must be confirmed promptly by delivery to the applicable Administrative Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each such written Committed Loan Notice must be received by the Applicable Agent not later than 12:00 noon, Local Time, (i) three (3) Business Days prior to the requested date of any Committed Borrowing of, or conversion to or continuation of Eurodollar of, Eurocurrency Rate Committed Loans shall be denominated in a principal amount US Dollars (or, in the case of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each any Eurocurrency Rate Committed Borrowing denominated in US Dollars to be made on the Effective Date, such shorter period of or conversion time as may be agreed to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether by the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Committed LoansApplicable Agent), (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of the Borrowingany Committed Borrowing of, or conversion to or continuationcontinuation of, as the case may be (which shall be a Business Day)Eurocurrency Rate Committed Loans denominated in any Alternative Currency, and (iii) on the principal amount requested date 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, and (v) if applicable, the duration of the Interest Period with respect thereto. If the applicable 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 conversion or continuation, then the applicable Committed Loans shall be made asany Borrowing of, or converted conversion to, Base Rate Committed Loans. Any such automatic conversion ; provided that if the Borrower wishes to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar request Eurocurrency Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified having an Interest Period other than one, two, three or six months in duration as provided in the definition of one month.“Interest Period”, the applicable notice must be received by the Applicable Agent not later than

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Loans as the same Type shall be made upon the applicable Borrower’s 's irrevocable notice to the applicable Administrative Agent, which may be given by telephone. Each such notice from the Domestic Borrower must be received by the Domestic applicable Administrative Agent not later than 10:00 9:30 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) 11:30 a.m. on the requested date of any Borrowing of Base Rate Committed Loans. Each such telephonic notice must be confirmed promptly by delivery to the applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 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 Eurodollar Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect thereto. If the applicable 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 conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. 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 Eurodollar Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Committed 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans (other than Swing Line Loans) from one Type to the other, and each continuation of Committed Term SOFR Loans, Eurocurrency Rate Loans, CDOR Rate Loans, SONIA Rate Loans as the same Type or EURIBO Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice from the Domestic Borrower Committed Loan Notice must be received by the Domestic Administrative Agent not later than 10:00 a.m. 12:00 p.m. (i) three Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans Term SOFR Loans, or of any conversion of Eurodollar Base Rate Committed Loans to Base Rate Committed Term SOFR Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to of or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in an Alternative Currency, CDOR Rate Loans, EURIBO Rate Loans or of any conversion of Eurodollar SONIA Rate Committed Loans to Base Rate Committed Loans, ; and (iiiii) 11:30 a.m. on the requested date of any Borrowing of or conversion of Term SOFR Loans to Base Rate Committed Loans. Each such telephonic ; provided, however, that, if the applicable Borrower wishes to request Term SOFR Loans, Eurocurrency Rate Loans, CDOR Rate Loans or EURIBO Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be confirmed promptly received by delivery the Administrative Agent not later than 12:00 p.m. five Business Days prior to the requested date of such Committed Borrowing, conversion (in the case of Committed Loans denominated in Dollars) or continuation, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 p.m., four Business Days before the requested date of such Committed Borrowing, conversion or continuation, the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of shall notify the applicable BorrowerBorrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders and the Administrative Agent. Each Committed Borrowing of, conversion to (in the case of Committed Loans denominated in Dollars) or continuation of Eurodollar Term SOFR Loans, Eurocurrency Rate Committed Loans, CDOR Rate Loans, EURIBO Rate Loans or SONIA Rate Loans, shall be in a principal amount of the Dollar Equivalent of $5,000,000 1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereofthereof or such other amount as corresponds to any Term Loan amortization payment. Each Committed Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereofthereof or such other amount as corresponds to any Term Loan amortization payment. 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 Eurodollar Term SOFR Loans, Eurocurrency Rate Committed Loans, CDOR Rate Loans, SONIA Rate Loans or EURIBO Rate Loans, (ii) the requested date of the Committed 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) the Facility pursuant to which the Committed Borrowing is being requested, (vi) the currency of the Committed Borrowing and (vvii) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the applicable Borrower fails to specify a Type of Committed Loan denominated in Dollars in a Committed Loan Notice or if such the applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any Loans (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 Eurodollar Term SOFR Loans); provided, however, that, in the case of a failure to timely request a continuation of EURIBO Rate Loans, CDOR Rate Loans or SONIA Rate Loans, such Committed Loans shall be continued as EURIBO Rate Loans, CDOR Rate Loans or SONIA Rate Loans, respectively, in their original currency and, in the case of EURIBO Rate Loans and CDOR Rate Loans, with an Interest Period of one (1) month. If the applicable Borrower requests a Committed Borrowing of, conversion toto (in the case of Committed Loan denominated in Dollars), or continuation of Eurodollar Term SOFR Loans, EURIBO Rate Committed Loans, CDOR Rate Loans or 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. Except as provided in Section 3.03, no Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency (and no Committed Loan denominated in Dollars may be converted into EURIBO Rate Loan, SONIA Rate Loan or CDOR Rate Loan and no EURIBO Rate Loan, SONIA Rate Loan or CDOR Rate Loan may be converted into the Loan of any other Type), but instead must be repaid in the original currency of such Committed Loan and reborrowed in the other currency.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed BorrowingBorrowing (other than Acceptances), each conversion of Committed Loans (other than Acceptances) from one Type to the other, and each continuation of Committed Eurodollar Rate Loans as the same Type shall be made upon the applicable Borrower’s irrevocable notice written Committed Loan Notice to the applicable Administrative Agent, which may be given by telephonefacsimile. Each such notice from the Domestic Borrower must be received by the Domestic Administrative applicable Agent not later than 10:00 a.m. A. M. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, (ii) one Business Day prior to the requested date of any Canadian Borrowing of Base Rate Committed Loans or Canadian Prime Loans and (iiiii) on the requested date of any U.S. Borrowing of Base Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) 11:30 a.m. on the requested date of any Borrowing of Base Rate Committed Loans. Each such telephonic notice must be confirmed promptly by delivery to the applicable Administrative Agent of a written Committed Loan Notice, Notice must be appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of U.S. $500,000 or a whole multiple of U.S. $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans or Canadian Prime Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of U.S. $500,000 or a whole multiple of U.S. $100,000 in excess thereofthereof with respect to Base Rate Committed Loans or Cdn. $500,000 or a whole multiple of Cdn. $100,000 in excess thereof with respect to Canadian Prime Committed Loans. 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 Eurodollar Rate Committed 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 Class and Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if such the applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. 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 Eurodollar Rate Committed Loans. If the applicable a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Committed 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. Canadian Prime Rate Borrowings may only be converted into a Borrowing by way of Acceptances in accordance with Section 2.03. This Section 2.02(a) shall not be construed to permit any conversion of the currency in which a Borrowing is denominated.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the otheranother, and each continuation of Committed Term Rate Loans as the same Type shall be made upon the applicable Borrower’s irrevocable notice of the applicable Borrower to the applicable Administrative Agent (and, in the case of Committed Borrowing to be denominated in Canadian Dollars, to the Canadian Agent), which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice from the Domestic Borrower Committed Loan Notice must be received by the Domestic Administrative Agent not later than 10:00 a.m. 1:00 p.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Term Rate Committed Loans denominated in Dollars or of any conversion of Eurodollar Term Rate Committed Loans denominated in Dollars to Base Rate Committed Loans, (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 Term Rate Loans denominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans or Canadian Prime Rate Committed Loans. Each such ; provided, however, that if the applicable Borrower wishes to request Term Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than 1:00 p.m. (i) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion to or continuation of Eurodollar Term Rate Committed Loans denominated in Dollars, or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) 11:30 a.m. on five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Base Rate Committed Loans. Each such telephonic notice must be confirmed promptly by delivery to the applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Committed Borrowing ofBorrowing, conversion to or continuation of Eurodollar Term Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is Lululemon Credit Agreement AMERICAS/2022747386.20 acceptable to all of them. Not later than 1:00 p.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Term Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Term Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower giving such notice is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the otheranother, or a continuation of Eurodollar Term Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If a Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the applicable Committed Loans so requested shall be made in Dollars. If a 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 conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency, such Loans shall be continued as Term 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 Eurodollar Term Rate Committed Loans. If the applicable a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Term Rate Committed 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.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable 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 from the Domestic Borrower must be received by the Domestic Administrative Applicable Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific 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 Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Committed Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on 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 Base Eurocurrency Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than Loans denominated in Alternative Currencies, (iiii) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Eurocurrency Rate Committed Loans to to, Base Rate Committed Loans, and (iiv) 11:30 a.m. on the requested date of any Borrowing of Base Canadian Prime Rate Committed LoansLoans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the applicable Administrative 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 BorrowerApplicable Agent. Each Committed Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Eurodollar Rate Committed 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 $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof (or the Dollar Equivalent thereof. Each Committed Borrowing ); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or conversion 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 Base Rate Committed the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans shall be denominated in Canadian Dollars, in a principal amount of $500,000 CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a whole multiple principal amount of $100,000 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 Eurodollar Eurocurrency Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Toyota – Five Year Credit Agreement (2016) 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 Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable 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 from the Domestic Borrower must be received by the Domestic Administrative Applicable Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific 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 Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Committed Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on 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 Base Eurocurrency Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than Loans denominated in Alternative Currencies, (iiii) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Eurocurrency Rate Committed Loans to to, Base Rate Committed Loans, and (iiv) 11:30 a.m. on the requested date of any Borrowing of Base Canadian Prime Rate Committed LoansLoans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the applicable Administrative 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 BorrowerApplicable Agent. Each Committed Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Eurodollar Rate Committed 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 $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof (or the Dollar Equivalent thereof. Each Committed Borrowing ); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or conversion 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 Base Rate Committed the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans shall be denominated in Canadian Dollars, in a principal amount of $500,000 CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a whole multiple principal amount of $100,000 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 Eurodollar Eurocurrency Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If the applicable any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to Toyota - 364 Day Credit Agreement (2015) specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Term SOFR Loans as the same Type or Alternative Currency Term Rate Loans shall be made upon the applicable BorrowerCompany’s irrevocable notice to the applicable Administrative Agent, which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice from the Domestic Borrower Committed Loan Notice must be received by the Domestic Administrative Agent not later than 10:00 a.m. (i) noon, three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Alternative Currency Loans denominated in Canadian Dollars or Mexican Pesos or of any conversion of Eurodollar Alternative Currency Loans denominated in Canadian Dollars or Mexican Pesos to Base Rate Committed Loans, (ii) noon, four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of, conversion to or continuation of Alternative Currency Loans denominated in Alternative Currencies other than Canadian Dollars or Mexican Pesos or of any conversion of such Loans to Base Rate Committed Loans, and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than (i) 1:00 p.m. three noon, two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Term SOFR Loans or of any conversion of Eurodollar Rate Committed Term SOFR Loans to Daily Simple SOFR Loans or Base Rate Committed Loans, (iv) 11:00 a.m. on the requested date of any other Borrowing of, or conversion to, Daily Simple SOFR Loans and (iiv) 11:30 a.m. noon on the requested date of any Borrowing of Base Rate Committed Loans. Each such telephonic ; provided, however, that if the Company wishes to request Term SOFR Loan or Alternative Currency Term Rate Loans having an Interest Period other than one week or one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be confirmed promptly received by delivery the Administrative Agent not later than Noon (i) four Business Days prior to the applicable requested date of such Borrowing, conversion or continuation of Alternative Currency Loans denominated in Canadian Dollars or Mexican Pesos or Term SOFR Loans, or (ii) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Alternative Currency Loans denominated in Alternative Currencies other than Canadian Dollars or Mexican Pesos, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than Noon, (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Term SOFR Loans or Alternative Currency Loans denominated in Canadian Dollars or Mexican Pesos, or (ii) four Business Days (or five Business Days in the case of a written Committed Loan NoticeSpecial Notice Currency) prior to the requested date of such Borrowing, appropriately completed and signed conversion or continuation of Alternative Currency Loans denominated in Alternative Currencies other than Canadian Dollars or Mexican Pesos, the Administrative Agent shall notify the Company (which notice may be by a Responsible Officer telephone) whether or not the requested Interest Period has been consented to by all the Lenders (it being understood that Lender consent is not needed for requested Interest Periods of the applicable Borrowerone, three or six months in duration). Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed Daily Simple SOFR Loans or Term SOFR Loans and Alternative Currency Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in the case of Alternative Currency Loans, the Dollar Equivalent thereof). Each Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower Company is requesting a Committed (USD/MC) Borrowing, a Committed (MXN) Borrowing, a conversion of Committed (USD/MC) Loans from one Type to the other, or a continuation of Eurodollar Rate Committed Term SOFR Loans or Alternative Currency Loans, as applicable, (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 (USD/MC) Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed Loans to be borrowed, and (vii) if applicable, the Designated Borrower. If the applicable Borrower Company fails to specify a currency in a Committed Loan Notice requesting (i) a Borrowing other than a Committed (MXN) Borrowing, then the Committed Loans so requested shall be made in Dollars and (ii) a Committed (MXN) Borrowing, then the Committed Loans so requested shall be made in Mexican Pesos. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Alternative Currency Rate Loans shall be effective as in their original currency (or, if a new Committed Loan, Dollars) with, in the case of the last day of the Alternative Currency Term Rate Loans and Term SOFR Loans, an Interest Period then in effect with respect to the applicable Eurodollar Rate Committed Loansof one month. If the applicable Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Term SOFR Loans or Alternative Currency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding anything herein to the contrary, (i) the Company shall not be entitled to request, on behalf of any Designated Mexican Borrower, any Loan other than a Committed (MXN) Loan and (ii) the Company shall not be entitled to request, on behalf of any Borrower other than a Designated Mexican Borrower, a Committed (MXN) Loan.

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable 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 from the Domestic Borrower must be received by the Domestic Administrative Applicable Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific 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 Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Committed Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on 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 Base Eurocurrency Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than Loans denominated in Alternative Currencies, (iiii) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Eurocurrency Rate Committed Loans to to, Base Rate Committed Loans, and (iiv) 11:30 a.m. on the requested date of any Borrowing of Base Canadian Prime Rate Committed LoansLoans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the applicable Administrative 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 BorrowerApplicable Agent. Each Committed Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Eurodollar Rate Committed 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 $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof (or the Dollar Equivalent thereof. Each Committed Borrowing ); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or conversion 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 Base Rate Committed the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans shall be denominated Toyota - 364 Day Credit Agreement 2016 in Canadian Dollars, in a principal amount of $500,000 CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a whole multiple principal amount of $100,000 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 Eurodollar Eurocurrency Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).

Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Eurocurrency Rate Loans as the same Type or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the applicable 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 from the Domestic Borrower must be received by the Domestic Administrative Applicable Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific 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 Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Committed Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on 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 Base Eurocurrency Rate Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than Loans denominated in Alternative Currencies, (iiii) 1:00 p.m. three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Eurocurrency Rate Committed Loans to to, Base Rate Committed Loans, and (iiv) 11:30 a.m. on the requested date of any Borrowing of Base Canadian Prime Rate Committed LoansLoans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the applicable Administrative 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 BorrowerApplicable Agent. Each Committed Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Eurodollar Rate Committed 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 $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof (or the Dollar Equivalent thereof. Each Committed Borrowing ); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or conversion 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 Base Rate Committed the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans shall be denominated in Canadian Dollars, in a principal amount of $500,000 CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a whole multiple principal amount of $100,000 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 Eurodollar Eurocurrency Rate Committed 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, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).