Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A BorrowerDefault, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC the Company may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to by an aggregate amount (for all such requests) not exceeding US$5,660,000,000$1,000,000,000. At the time of sending such notice, TMCC the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (and, for the avoidance of doubt, no such Lender shall have an obligation to so agree) and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers Company and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that . Notwithstanding the minimum commitment foregoing provisions of each such this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignee is not less than US$10,000,000. The consent of Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the Lenders is not required opportunity to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offeredprovided above.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this SectionSection 2.14(a), except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to At any Tranche A Borrowertime after the Closing Date, upon the Borrower may, by written notice by TMCC to the Administrative Agent, request that the Total Commitment be increased by an amount not to exceed $50,000,000 in the aggregate for all such increases from the Closing Date until the Maturity Date, provided that no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase. The Administrative Agent shall deliver a copy of such request to each Lender. The Borrower shall set forth in such request the amount of the requested increase in the Total Commitment (which shall promptly notify be in minimum increments of $10,000,000 and a minimum amount of $10,000,000) and the appropriate Lenders), TMCC may from time to time, request an date on which such increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond become effective (which shall in no event be not less than 10 Business Days from nor more than 60 days after the date of delivery of such notice and that, in any event, must be at least 60 days prior to the appropriate LendersMaturity Date). Each appropriate The Borrower may arrange for one or more banks or other entities that are Eligible Assignees to provide a Commitment hereunder pursuant to this Section 3.2(a) (each such Person so agreeing being an “Augmenting Lender”) and/or the Borrower may offer to each Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Commitment andby its Percentage of the proposed increased amount. Each Lender shall, if soby notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, whether either agree to increase its Commitment by all or a portion of the offered amount (each such Lender so agreeing being an amount equal to, greater than, “Increasing Lender”) or less than decline to increase its Pro Rata Share of Commitment (and any such requested increase. Any appropriate Lender that does not responding deliver such a notice within such time period of 10 days shall be deemed to have declined to increase its CommitmentCommitment and each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). The Each Augmenting Lender shall execute all such documentation as the Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate reasonably specify to evidence its Commitment and/or its status as a Lender of the Lenders’ responses to each request made with a Commitment hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an Any increase in the Total Commitment may be made in an amount of its Commitment as set forth in this Section 2.14(a). If that is less than the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments requested by the amount requested by TMCC pursuant Borrower if the Borrower is unable to this Section 2.14(a)arrange for, TMCC may (i) withdraw its request for an increase in its entirety or (ii) acceptchooses not to arrange for, in whole or in part, the increases that have been offeredAugmenting Lenders.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,0004,791,250,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this SectionSection 2.14(a), except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.may

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,0005,412,500,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable At any time and from time to any Tranche A Borrowertime prior to the Maturity Date, upon the Company may, by written notice by TMCC to the Administrative Agent (which the Administrative Agent shall promptly notify furnish to each Lender in the appropriate Lendersapplicable Tranche), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond that one or more Persons (which shall include the Lenders in the applicable Tranche, as provided below) offer to increase their Commitments under any Tranche (if they are Lenders) or to make additional Commitments or Loans under any Tranche (if they are not already Lenders) (such increased and/or additional Commitments and/or additional Loans being, in the case of any Tranche, a “Tranche Increase”) under this paragraph (a), it being understood that if such offer is to be made by a Person that is not already a Lender, the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 11.04(b) in the event of an assignment to such Person (such consent not to be unreasonably withheld). The minimum aggregate amount of any Tranche Increase shall be $25,000,000 in the case of the US Tranche, $5,000,000 in the case of the Canadian Tranche, and $5,000,000 in the case of the UK Tranche. In no event be less shall the aggregate amount of all Tranche Increases pursuant to this paragraph (a) exceed $350,000,000. The Company shall offer each relevant Lender the opportunity to increase its applicable Tranche Commitment or make additional Loans by its applicable Tranche Percentage of the proposed increased amount of any Tranche. Each Lender in such Tranche shall, by notice to the Company and the Administrative Agent given not more than 10 Business Days from after the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees Company’s notice, either agree to increase its applicable Tranche Commitment andor make additional Loans, if soas applicable, whether by an all or a portion of the offered amount equal toor decline to increase its applicable Tranche Commitment or make additional Loans, greater than, or less than its Pro Rata Share of as applicable (and unless a Lender shall deliver such requested increase. Any appropriate Lender not responding a notice within such time period of 10 Business Days shall be deemed to have declined to increase its Commitmentapplicable Tranche Commitment or make additional Loans, as applicable). The In the event that, on the 10th Business Day after the Company shall have delivered a notice pursuant to the first sentence of this paragraph, the relevant Lenders shall have agreed pursuant to the preceding sentence to increase their applicable Tranche Commitments or make additional Loans, as applicable, by an aggregate amount less than the increase in the total Tranche Commitments or Loans in such Tranche requested by the Company, the Company may arrange for one or more banks or other financial institutions, which may include any Lender, to extend applicable Tranche Commitments or make additional Loans, as applicable, or increase their existing applicable Tranche Commitments or make additional Loans, as applicable, in an aggregate amount equal to the unsubscribed amount. In the event that one or more of such Persons offer to increase or enter into such Commitments or make additional Loans, as applicable, and such Persons, the Company, any other applicable Borrower and the Administrative Agent shall notify all of agree as to the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increasesuch Commitments or additional Loans, TMCC may also invite additional Eligible Assignees as applicable, to become Lenders pursuant be allocated to a joinder agreement the respective Persons making such offers and the fees (if any) to be payable by the Company in form and substance satisfactory to connection therewith, the Company, any other applicable Borrower, such Persons, the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant any other Applicable Agent shall execute and deliver an appropriate amendment to this SectionAgreement, except that each appropriate Lender which amendment shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a)specify, TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in partamong other things, the increases procedures for reallocating any outstanding Revolving Credit Exposure under the Tranche that have been offeredis subject to the Tranche Increase effected by such amendment.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A BorrowerDefault, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Canadian Facility Agent and the Lenders), TMCC the Company may from time to time, time request an increase in the Aggregate Tranche 1 Commitments applicable to all and/or the Aggregate Tranche A Borrowers to 2 Commitments by an amount (for all such requests) not exceeding US$5,660,000,000U.S.$150,000,000; provided that (i) any such request for an increase shall be in a minimum amount of U.S.$10,000,000 or a whole multiple of U.S.$1,000,000 in excess thereof (in the case of the Tranche 1 Commitments) and U.S.$10,000,000 or a whole multiple of U.S.$1,000,000 in excess thereof (in the case of the Tranche 2 Commitments), and (ii) the Company may make a maximum of three such requests from the Closing Date to the Maturity Date. At the time of sending such notice, TMCC the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its applicable Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers Canadian Facility Agent, the Company and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent (and its counsel; provided that the minimum commitment Canadian Facility Agent, for any joinder agreements in respect of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and additional Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments proposed by the amount requested by TMCC pursuant Company to this Section 2.14(abecome a Tranche 2 Lender), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to At any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may time and from time to timetime after the Closing Date, the Borrowers may request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers Commitment, provided that (i) each increase in the Aggregate Commitment shall be in the minimum amount of $5,000,000 (or in multiples of $5,000,000 in excess thereof), and (ii) in no event may the Aggregate Commitment be increased to an amount greater than $40,000,000. If the Borrowers desire an increase in the Aggregate Commitment, it shall first deliver a written request (“Request for all such requestsAggregate Commitment Increase”) not exceeding US$5,660,000,000. At to the time Agent and each of sending such notice, TMCC (the Lenders specifying the amount of the proposed increase in consultation with the Administrative Agent) shall specify Aggregate Commitment and the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the proposed effective date of such increase and requesting that the Lenders severally increase their respective Commitments. Upon the Borrowers’ delivery of such notice to any Request for Aggregate Commitment Increase, each of the appropriate Lenders). Each appropriate Lender shall notify Lenders will have the Administrative Agent within such time period whether or right, but not it agrees the obligation, to increase its Commitment and, if so, whether in accordance with its Pro Rata Share of the requested increase in the Aggregate Commitment. Each of the Lenders shall notify the Borrowers and the Agent of its determination within ten (10) days after receipt of the Request for Aggregate Commitment Increase. If one or more of the Lenders elects not to increase its Commitment (or to increase its Commitment by an amount equal to, greater than, or less than its Pro Rata Share of such the requested increaseincrease in the Aggregate Commitment), the Borrowers may request that the other Lenders increase their Commitments by the amount of the shortfall or seek to obtain Commitments from other financial institutions to become additional Lenders under this Agreement (subject to the consent of the Agent, but without the consent of any other Lenders). Any appropriate The Borrowers shall notify the Agent of any financial institution that shall have agreed to become an additional Lender not responding party to this Agreement (a “New Lender”) in connection with a Request for Aggregate Commitment Increase and the amount of its proposed Commitment, and the Agent shall then have a period of five Business Days in which to consent or withhold consent to the admission of the proposed New Lender. If the Borrowers are unable within such time period shall be deemed thirty (30) days after delivering any Request for Aggregate Commitment Increase to have declined obtain approval from the Lenders to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses their Commitments and/or to each request made hereunder. To achieve secure Commitments from New Lenders for the full amount of a the requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount Aggregate Commitment, the Request for Aggregate Commitment Increase shall become effective to the extent of the increased or new Commitments actually obtained. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment as set forth in this Section 2.14(a). If the Lenders at any time, and Eligible Assignees do not no Lender shall be obligated to agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an any increase in its entirety or (ii) accept, in whole or in part, the increases that have been offeredCommitment.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Agreement (2021) Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this SectionSection 2.14(a), except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Toyota - 364 Day Credit Agreement (2017) Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A BorrowerDefault, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC the Borrower may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000the Maximum Aggregate Commitments. At the time of sending such notice, TMCC the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers Borrower and each appropriate Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC the Borrower pursuant to this Section 2.14(a), TMCC the Borrower may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A BorrowerThe Borrower may, upon by written notice by TMCC to the Administrative Agent in substantially the form of Exhibit “D”, request that the Tranche A Commitments and the Tranche B Commitments be increased by an aggregate amount not to exceed $400,000,000; provided that the Borrower may not make more than 3 such requests and each request shall be to increase both Classes of Commitments by an equal amount. Such notice shall set forth the amount of the requested aggregate increase (which shall promptly notify be in a minimum aggregate amount of $100,000,000 and in minimum aggregate increments of $5,000,000 above that amount, in each case, divided equally between the appropriate Lenderstwo Classes), TMCC may from time and the date on which such increase is requested to timebecome effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the then applicable Commitment Termination Dates). Upon the receipt of such request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with by the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify , the Administrative Agent within shall give notice promptly to each Bank substantially in the form of Exhibit “E”, which notice will offer each such time period whether or not it agrees Bank the opportunity to increase its Commitment and, if so, whether of each Class by an amount equal to, greater than, or less than its applicable Pro Rata Share of the proposed increased amount for such requested increaseClass. Any appropriate Lender Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit “F”, given not responding more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitments by all or a portion (provided such portion is divided equally between the Classes) of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase such Commitments (and any Bank that does not deliver such a notice within such time period of 10 days shall be deemed to have declined to increase such Commitments) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). For greater certainty, a Bank may only agree to increase both of its CommitmentCommitments or decline to increase both of its Commitments. The In the event that, on the 10th day after the Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of have delivered a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders notice pursuant to a joinder agreement the third sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Commitments or increase their existing Commitments in form and substance satisfactory an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank shall extend or increase Commitments of each Class by an equal amount, each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and its counsel; provided the Borrower and each Augmenting Bank that the minimum commitment of each such Eligible Assignee is not an existing Bank shall execute such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than US$10,000,000the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The consent of Borrower and the Lenders is not required Administrative Agent shall execute an amendment to increase Exhibit “H” evidencing the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offeredrevised Commitments.

Increase in Commitments. (i) At any time, the Company (on behalf of itself and the other Borrowers) may request that the Aggregate Commitment be increased (which increase shall increase the then effective Letter of Credit sublimit set forth in Section 3.3(i)(b) on a dollar-for- dollar basis up to a maximum sublimit of $200,000,000); provided that, without the prior written consent of all of the Lenders, (a) Provided there exists the Aggregate Commitment shall at no Default applicable to any Tranche A Borrower, upon notice by TMCC to time exceed $300,000,000 minus the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase aggregate amount of all reductions in the Aggregate Commitments applicable Commitment previously made pursuant to all Tranche A Borrowers Section 2.5(A) or (B); (b) the Company shall not make any such request during the six month period following any reduction in the Aggregate Commitment previously made pursuant to an amount Section 2.5(A) or (for all B); (c) the Company shall not be entitled to make more than one such requestsrequest during the term of this Agreement; and (d) not exceeding US$5,660,000,000. At the time of sending each such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period request shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full in a minimum amount of at least $50,000,000 and increments of $1,000,000 in excess thereof. Such request shall be made in a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory written notice given to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is Lenders by the Company not less than US$10,000,000. The consent twenty (20) Business Days prior to the proposed effective date of the Lenders is not required to increase such increase, which notice (a "COMMITMENT INCREASE NOTICE") shall specify the amount of the proposed increase in the Aggregate Tranche A Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportions that their respective Commitments pursuant bear to this Section, except that each appropriate the Aggregate Commitment. No Lender shall have the right any obligation to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a)pursuant to a Commitment Increase Notice. If On or prior to the Lenders and Eligible Assignees do not agree date that is fifteen (15) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount by which it is willing to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.Commitment

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borroweror Event of Default has occurred and is continuing, upon notice by TMCC to the Administrative Agent (which who shall promptly notify the appropriate LendersLenders thereof), TMCC the Borrower may from on a one-time to timebasis, request an increase in the Aggregate Commitments applicable by an additional amount not to all Tranche A Borrowers to exceed an amount (for all such requests) not exceeding US$5,660,000,000aggregate additional $200,000,000. At the time of sending such notice, TMCC the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days or greater than forty-five Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers Borrower and each appropriate Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of If the Lenders is not required notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an requested increase in the amount of its Aggregate Commitment, the requested increase in the Aggregate Commitment as set forth in this Section 2.14(a). If shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offeredAdministrative Agent.

Increase in Commitments. (a) Provided there exists no Default applicable to a Borrower (or in the case of a Tranche A Borrower, provided there exists no Default applicable to any Tranche A Borrower), upon notice by TMCC such Borrower to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC such Borrower may from time to time, request an increase in the Aggregate XXXXXX00/000000 Xxxxxxxxx Commitments applicable to such Borrower (or, in the case of a Tranche A Borrower, to all Tranche A Borrowers Borrowers) to an amount (for all such requests) not exceeding (w) in the case of the Tranche A Commitments, US$5,660,000,0009,066,666,667, (x) in the case of the Tranche B Commitments, US$666,666,667, (y) in the case of the Tranche C Commitments, US$666,666,667 and (z) in the case of the Tranche D Commitments, US$666,666,667; provided, that in no event shall the Aggregate Commitments applicable to all Borrowers exceed US$10,000,000,000. At the time of sending such notice, TMCC such Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the applicable Borrower (or, where a request was made by a Tranche A Borrower, all of the Tranche A Borrowers Borrowers) and each appropriate Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the applicable Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. 25,000,000.. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC the applicable Borrower pursuant to this Section 2.14(a), TMCC such Borrower may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A BorrowerDefault, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC the Company may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to (which increase may take the form of additional Commitments, new term loan tranches or any combination of the foregoing) by an aggregate amount (for all such requests) not exceeding US$5,660,000,000$1,000,000,000. At the time of sending such notice (such notice, TMCC for the avoidance of doubt, shall be required regardless of whether such increase takes the form of additional Commitments, new term loan tranches or a combination of the foregoing), the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment or to provide any commitment with respect to the new term loan tranche(s), as applicable (and, for the avoidance of doubt, no such Lender shall have an obligation to so agree), and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increaseincrease or, in the case of a commitment in respect of a new term loan tranche, the amount of such commitment. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its CommitmentCommitment or to provide any commitment with respect to the new term loan tranche(s), as applicable. The Administrative Agent shall notify all of the Tranche A Borrowers Company and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that . Notwithstanding the minimum commitment foregoing provisions of each such this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignee is not less than US$10,000,000. The consent of Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the Lenders is not required opportunity to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offeredprovided above.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A a Borrower, upon notice by TMCC such Borrower to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC such Borrower may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers such Borrower to an amount (for all such requests) not exceeding US$5,660,000,000(x) in the case of the Tranche A Commitments, $7,100,000,000 and (y) in the case of the Tranche B Commitments, $450,000,000. At the time of sending such notice, TMCC such Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers applicable Borrower and each appropriate Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the applicable Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the to right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC the applicable Borrower pursuant to this Section 2.14(a), TMCC such Borrower may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A a Borrower, upon notice by TMCC such Borrower to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC such Borrower may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers such Borrower to an amount (for all such requests) not exceeding US$5,660,000,000the lesser of (x) the Maximum Aggregate Commitments and (y) in the case of the Tranche A Commitments, $3,800,000,000 and in the case of the Tranche B Commitments, $200,000,000. At the time of sending such notice, TMCC such Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, 26 or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers applicable Borrower and each appropriate Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the applicable Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the to right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC the applicable Borrower pursuant to this Section 2.14(a), TMCC such Borrower may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrowerand there has been no prior reduction of the Aggregate Commitments, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC the Borrower may from time to time, time request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to by an amount (for all such requests) not exceeding US$5,660,000,000$150,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, and (ii) the Borrower may make a maximum of three such requests. At the time of sending such notice, TMCC the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers Borrower and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the extent the Lenders have not agreed to increase their respective Commitments in an amount sufficient to provide the full amount of a requested increase, TMCC the Borrower may also invite additional Eligible Assignees to become Lenders pursuant in order to provide, together with the existing Lenders increasing their Commitments, the aggregate requested additional Commitments. In order to so become a Lender, each such additional Eligible Assignee shall execute and deliver a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) 4. Provided there exists no Default applicable to any Tranche A BorrowerDefault, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC Xxxxxxx-Xxxxxx International may from time to time, subsequent to the Amendment No. 1 Effective Date, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to by an aggregate amount not exceeding $300 million either by having a Lender increase its Commitment then in effect or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender; provided that (i) any such request for all an increase shall be in a minimum amount of $10 million, except in the case of the final request, which may be for the entire remaining amount, (ii) Xxxxxxx-Xxxxxx International may make a maximum of five such requests, and (iii) not exceeding US$5,660,000,000such increase may take the form of incremental term loans instead of increasing revolving credit availability hereunder. At the time of sending any such noticenotice in the case of any request for increases in the Commitment of any existing Lender, TMCC Xxxxxxx-Xxxxxx International (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment or extend incremental term loans and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its CommitmentCommitment or extend incremental term loans hereunder. The Administrative Agent shall notify all of the Tranche A Borrowers Xxxxxxx-Xxxxxx International and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC Xxxxxxx-Xxxxxx International may also invite additional Eligible Assignees satisfactory to the Administrative Agent (acting reasonably) to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to Xxxxxxx-Xxxxxx International, the Administrative Agent and its their respective counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC Upon delivery of a written request (an “Increased Commitment Request”) to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to timethe Borrowers may, on no more than three occasions during the term of this Agreement, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an Commitments, provided that the aggregate amount (for all of such requests) increases does not exceeding US$5,660,000,000exceed $40,000,000. At the time of sending such noticean Increased Commitment Request, TMCC the Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. In the event the aggregate increase in Commitments agreed to by all Lenders would exceed $40,000,000, such increases shall be allocated to all such requested Lenders proportionately based on the then existing Commitments of all requesting Lenders. No Lender shall have any obligation to increase its Commitment. Any appropriate Lender not responding within such time period shall not be deemed to have declined consented to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the Borrowers may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that . Notwithstanding the minimum commitment foregoing, the Borrowers shall not be permitted to deliver an Increased Commitment Request, and the Aggregate Commitments shall not be increased, if (i) an Event of each such Eligible Assignee Default has occurred and is not less than US$10,000,000. The consent continuing or would result from the requested increase in Commitments, (ii) the representations and warranties of the Lenders is Borrower contained in Article V or in any other Loan Document would not required to increase the amount be true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall continue to be made as of such earlier date, or (iii) the Borrowers shall have elected to reduce the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have Section 2.08 at any time prior to the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offeredIncrease Effective Date.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrowerexists, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC the OP Borrower may from time to timeno more than three times during the Initial Term, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to by an amount (not less than $10,000,000 for any individual request, and not exceeding $100,000,000 in the aggregate for all such requests) , provided that, in any event, the Aggregate Commitments shall not exceeding US$5,660,000,000exceed $300,000,000 at any time. At the time of sending such notice, TMCC the OP Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers OP Borrower and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the OP Borrower may also invite additional Eligible Assignees to become Lenders pursuant upon execution of a supplemental signature page to this Agreement substantially in the form of Exhibit L. Each Borrower shall execute and deliver such amendments to the Loan Documents and other documents and certificates, including a joinder agreement new Note in form favor of any additional Eligible Assignee, and substance satisfactory to the Borrowers shall pay such additional upfront fees, arrangement fees and other fees, as may be mutually agreed between the Borrowers, the Administrative Agent and its counsel; provided such additional Eligible Assignees (it being understood that the minimum commitment of each any such Eligible Assignee is fees shall not less than US$10,000,000. The consent of the Lenders is not be required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(abe ratable). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.. Toyota – Five Year Credit Agreement (2015)

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A BorrowerDefault, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC the Borrower may from on a one time to timebasis, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to by an amount (for all such requests) not exceeding US$5,660,000,000to exceed in the aggregate $50,000,000,as an increase to the Revolving Commitment and/or the Term Loan Commitments then outstanding and/or a separate term loan B commitment, provided that any term loan B shall not, at any time or in any respect amortize in time or percentage of outstanding principal amount greater than the amortization of the existing Term Loan. At the time of sending such notice, TMCC the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers Borrower and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC to the extent the Lenders do not agree to such requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments Toyota - 364 Day Credit Agreement applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this SectionSection 2.14(a), except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A BorrowerDefault, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC the Company may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to (as such term is defined in this Agreement) and the Aggregate Commitments (as such term is defined in the 364-Day Credit Facility) collectively by an aggregate amount (for all such requests) not exceeding US$5,660,000,000$400,000,000; provided, however, that any such increase in the Commitments shall (i) prior to the Revolving Loan Maturity Date (as such term is defined in the 364-Day Credit Facility), be allocated between the Commitments (as such term is defined in this Agreement) and the Commitments (as such term is defined in the 364-Day Credit Facility) on a pro rata basis such that the proportions of each such type of Commitment as a portion of the total Commitments are equal; and (ii) on or after the Revolving Loan Maturity Date (as such term is defined in the 364-Day Credit Facility), be allocated entirely to the Commitments (as such term is defined in this Agreement). At the time of sending such notice, TMCC the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers Company and each appropriate Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that . Notwithstanding the minimum commitment foregoing provisions of each such this Section 2.15(a), during the first 90 days following the Closing Date, the Company may invite Eligible Assignee is not less than US$10,000,000. The consent of Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the Lenders is not required opportunity to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offeredprovided above.

Increase in Commitments. (a) Provided there exists no Unmatured Event of Default applicable to any Tranche A Borroweror Event of Default, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC the Company may from time to time, time request an increase in the Aggregate Euro Term Loan C Commitments applicable to all Tranche A Borrowers to or the U.S. Term Loan C Commitments, or both, by an amount (for all such requestsrequests in the aggregate) not exceeding US$5,660,000,000$150,000,000 (or the Dollar Equivalent thereof); provided that (i) any such request for an increase shall be in a minimum amount of EURO 5,000,000 in the case of a Euro Term Loan C Commitment increase and $5,000,000 in the case of a U.S. Term Loan C Commitment increase, and (ii) the Company may make a maximum of three such requests. At the time of sending such notice, TMCC the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Euro Term Loan C Commitment or U.S. Term Loan C Commitment, as the case may be, and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share Percentage of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers Company and each appropriate Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such Toyota - 364 Day Credit Agreement notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this SectionSection 2.14(a), except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A BorrowerDefault, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC the Borrower may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000the Maximum Aggregate Commitments. At the time of sending such notice, TMCC the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers Borrower and each appropriate Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the to right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC the Borrower pursuant to this Section 2.14(a), TMCC the Borrower may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A a Borrower, upon notice by TMCC such Borrower to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC such Borrower may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers such Borrower to an amount (for all such requests) not exceeding US$5,660,000,000the lesser of (x) the Maximum Aggregate Commitments and (y) in the case of the Tranche A Commitments, $7,025,000,000 and in the case of the Tranche B Commitments, $475,000,000. At the time of sending such notice, TMCC such Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers applicable Borrower and each appropriate Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the applicable Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the to right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC the applicable Borrower pursuant to this Section 2.14(a), TMCC such Borrower may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Toyota – Five Year Credit Agreement (2018) Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments Toyota - 364 Day Credit Agreement (2018) pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrowerand there has been no prior reduction of the Aggregate Commitments, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC the Borrower may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to by an amount (for all such requests) not exceeding US$5,660,000,000$150,000,000; provided that any such request for an increase shall be in a minimum amount of $25,000,000. At the time of sending such notice, TMCC the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers Borrower and each appropriate Lender of the Lenders’ ' responses to each request made hereunder. To achieve the extent the Lenders have not agreed to increase their respective Commitments in an amount sufficient to provide the full amount of a requested increase, TMCC the Borrower may also invite additional Eligible Assignees to become Lenders pursuant in order to provide, together with the existing Lenders increasing their Commitments, the aggregate requested additional Commitments. In order to so become a Lender, each such additional Eligible Assignee shall execute and deliver a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,0004,792,500,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A BorrowerDefault, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC the Borrower may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to by an amount (for all such requests) not exceeding US$5,660,000,000$100,000,000 (and provided that, in any event, the Aggregate Commitments shall not exceed $450,000,000 at any time). At the time of sending such notice, TMCC the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers Borrower and each appropriate Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required Borrower's ability to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in under this Section 2.14(a)2.16 shall be subject to syndication by the Arranger. If Borrower shall execute and deliver such amendments to the Loan Documents and other documents and certificates, including, but not limited to a new Note in favor of Administrative Agent and any additional Eligible Assignee, and shall pay such additional upfront fees, arrangement fees and other fees, as may be required by the Administrative Agent, the Lenders and or such additional Eligible Assignees do not agree or by financial market conditions to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offeredeffect such increase.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Toyota – Three Year Credit Agreement (2018) Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,0004,000,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,0006,500,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.. Toyota – Three Year Credit Agreement (2015)

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A BorrowerDefault, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC the Borrower may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000an aggregate additional $80,000,000 of Commitments (in addition to the $220,000,000 of Aggregate Commitments on the date hereof); provided that (i) any such request for an increase shall be in a minimum amount of $5 million, and (ii) the Borrower may make a maximum of four such requests. At the time of sending such notice, TMCC the Borrower (in consultation with the Administrative Agent) shall also specify (A) the upfront fee, if any, to be paid to the Lenders which agree to provide the requested increase in Commitments, and (B) the time period within which each Lender is requested to respond (which shall in no event be less than 10 five (5) Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers Borrower and each appropriate Lender of the Lenders’ ' responses to each request made hereunder. To achieve If following such time period the Lenders have not agreed to provide the full amount of a requested increase, TMCC then the Borrower, at its option, may (i) rescind all or a portion of such request made to the existing Lenders under this Section 2.20 and instead invite one or more Eligible Assignees to become a Lender hereunder pursuant to a Joinder Agreement; provided, however, that such Eligible Assignee or Eligible Assignees shall have agreed to provide the full amount of such requested increase (and shall not receive any upfront fees except as have been offered to the Lenders), (ii) accept the offers made by the existing Lenders or (iii) accept the offers made by the existing Lenders and also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offeredJoinder Agreement.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borroweror Event of Default, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC the Borrower may at any time after December 31, 2001 from time to time, but not more often than once in each calendar year, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to in an amount equal to (x) $1,000,000,000 less (y) the then existing Aggregate Commitments under this Agreement less (z) the then existing "Aggregate Commitments" under and as defined in the Multi-Year Credit Agreement; provided that such increase may not be for all such requests) not exceeding US$5,660,000,000an amount less than $25,000,000. At the time of sending such notice, TMCC the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 fifteen Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall determine, in its sole discretion, whether and to what extent it will increase its Commitments and notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers Borrower and each appropriate Lender of the Lenders’ ' responses to each request made hereunder. To In the event that the aggregate increase in Commitments agreed to by the responding Lenders is less than the requested increase in the Aggregate Commitments, then to achieve the full amount of a requested increase, TMCC the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offeredJoinder Agreement.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A BorrowerDefault, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC the Borrower may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to by an amount (for all such requests) not exceeding US$5,660,000,000$250,000,000 (and provided that, in any event, the Aggregate Commitments shall not exceed $1,000,000,000 at any time). At the time of sending such notice, TMCC the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers Borrower and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required Borrower’s ability to increase the Aggregate Commitments under this Section 2.16 shall be subject to syndication of the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount Aggregate Commitments. Borrower shall execute and deliver such amendments to the Loan Documents and other documents and certificates, including, but not limited to a new Note in favor of its Commitment any existing Lender and any additional Eligible Assignee, and shall pay such additional upfront fees, arrangement fees and other fees, as set forth in this Section 2.14(a). If may be required by the Administrative Agent, the Lenders and or such additional Eligible Assignees do not agree or by financial market conditions to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offeredeffect such increase.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its Toyota - 364 Day Credit Agreement (2015) request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided (i) So long as at the time such notice is given there exists no Default applicable to any Tranche A BorrowerDefault, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may Parent may, from time to time, request of the Lenders generally an increase in the US Commitments and/or the Canadian Commitments, provided that (A) the Aggregate Commitments shall not exceed US $2,250,000,000 and (B) unless otherwise agreed to by Parent and the Administrative Agent, any such request for an increase shall be in a minimum aggregate amount of US $50,000,000. In connection therewith, Parent may, from time to time, request an increase in any of the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000US Letter of Credit Sublimit, the US Swing Line Sublimit, the Canadian Letter of Credit Sublimit and the Canadian Swing Line Sublimit. At the time of sending such notice, TMCC the US Facility Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Any increase in the US Letter of Credit Sublimit or the Canadian Letter of Credit Sublimit shall require the prior written consent of each US L/C Issuer and each Canadian L/C Issuer, respectively, and any increase in the US Swing Line Sublimit or the Canadian Swing Line Sublimit shall require the prior written consent of the US Swing Line Lender and the Canadian Swing Line Lender, respectively. Each appropriate Lender shall notify the Administrative Agent within such the time period specified by the US Facility Borrower whether or not it agrees (i) to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increaseincrease and (ii) if applicable, to increase the US Letter of Credit Sublimit, the US Swing Line Sublimit, the Canadian Letter of Credit Sublimit and the Canadian Swing Line Sublimit. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its CommitmentCommitment (or, if applicable, to increase the US Letter of Credit Sublimit, the US Swing Line Sublimit, the Canadian Letter of Credit Sublimit and the Canadian Swing Line Sublimit, as the case may be). The Administrative Agent shall notify all of the Tranche A Borrowers US Facility Borrower and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A BorrowerDefault, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC the Borrower may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to by an amount (for all such requests) not exceeding US$5,660,000,000$150,000,000 (and provided that, in any event, the Aggregate Commitments shall not exceed $750,000,000 at any time). At the time of sending such notice, TMCC the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers Borrower and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required Borrower’s ability to increase the Aggregate Commitments under this Section 2.16 shall be subject to syndication of the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount Aggregate Commitments. Borrower shall execute and deliver such amendments to the Loan Documents and other documents and certificates, including, but not limited to a new Note in favor of its Commitment any existing Lender and any additional Eligible Assignee, and shall pay such additional upfront fees, arrangement fees and other fees, as set forth in this Section 2.14(a). If may be required by the Administrative Agent, the Lenders and or such additional Eligible Assignees do not agree or by financial market conditions to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offeredeffect such increase.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to Toyota – Three Year Credit Agreement (2022) have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this SectionSection 2.14(a), except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borroweror Event of Default exists, upon written notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC the Borrowers may from time to time, request an increase in the Aggregate Facility and the aggregate Commitments applicable to all Tranche A Borrowers to hereunder by an amount (for all such requestsrequests that are satisfied) not exceeding US$5,660,000,000$100,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) Such notice shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 ten (10) Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. No Lender declining to increase its Commitment in connection with such a request shall be entitled to fees, if any, paid in connection with such Commitment increase. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the Borrowers may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory acceptable to the Administrative Agent and its counsel; provided that the subject to a $5,000,000 minimum commitment of Commitment amount for each such Eligible Assignee is not less than US$10,000,000Assignee. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an Any increase in the amount aggregate Commitments may require the agreement of its Commitment the Borrowers to pay additional arrangement, upfront and/or Agent’s fees to the Agent or the Lenders, as set forth in this Section 2.14(a). If the Lenders applicable, and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an require a proportionate increase in its entirety or (ii) acceptall Liquidity and Availability thresholds hereunder, in whole or in partincluding, without limitation, the increases that have been offeredAvailability threshold for the Applicable Margin and the Liquidity thresholds for reporting requirements, covenant limitations and cash dominion triggers under the Blocked Account Agreement.