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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section 2.14 shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section 2.14 shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

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. (b) If the applicable Aggregate Commitments are increased in accordance with this SectionSection 2.15, the Administrative Agent and TMCC the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC the Company and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower the Company shall deliver to the Administrative Agent a certificate of such Tranche A Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in ARTICLE V and the other Loan Documents are 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 they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and 6.01(b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.53.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this SectionSection 2.15. (c) This In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall supersede govern any conflicts with provisions in Sections 2.12 2.13 or 9.1 to the contrary11.01.

Increase in Commitments. (a) Provided there exists no Default applicable From time to any Tranche A Borrowertime on and after the Closing Date and prior to the Termination Date, the Borrower may, upon at least 30 days’ 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 provide a copy of such notice to the appropriate Lenders), propose to increase the aggregate amount of the Commitments of any Class by an amount which (i) is not less than $10,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, with respect to any such request and (ii) when aggregated with all prior and concurrent increases in the Commitments of all Classes pursuant to this Section 2.20, is not in excess of $100,000,000. Each appropriate The Borrower may increase the aggregate amount of the Commitments by (x) having another lender or lenders (each, an “Additional Lender”) become party to this Agreement, (y) agreeing with any Lender shall notify (with the Administrative Agent within consent of such time period whether or not it agrees Lender in its sole discretion) to increase its Commitment andhereunder (each, if so, whether by an amount equal to, greater than, “Increasing Lender”) or less than its Pro Rata Share (z) a combination of such requested increase. Any appropriate the procedures described in clauses (x) and (y) of this sentence; provided that no Lender not responding within such time period shall be deemed to have declined obligated 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 Commitment without 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 offeredconsent. (b) If Any increase in the applicable Aggregate Commitments are increased in accordance with pursuant to this Section, the Administrative Agent and TMCC Section 2.20 shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and the appropriate Lenders be subject to satisfaction of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A following conditions: (i) The Borrower shall deliver to the Administrative Agent a certificate of such Tranche A the Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) applicable increase date signed by a Responsible an Authorized Officer of such Tranche A the Borrower certifying that no Default applicable and attaching the resolutions adopted by the Borrower approving or consenting to such Tranche A Borrower exists. The Tranche A Borrowers increase; (ii) Each of the representations and warranties contained in Article IV and in the other Credit Documents qualified as to materiality shall prepay any Committed Loans outstanding be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such date of increase with the Increase Effective Date same effect as if made on and as of such date, both immediately before and after giving effect to such increase (and pay any additional amounts required pursuant to Section 3.5) except to the extent necessary any such representation or warranty is expressly stated to keep have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (iii) At the outstanding Committed Loans ratable with any revised Pro Rata Shares arising time of such increase, no Default or Event of Default shall have occurred and be continuing or would result from any nonratable increase in the Commitments under this Sectionsuch increase. (c) This Upon any increase in the amount of the Commitments pursuant to this Section 2.20 (each, an “Additional Commitment”): (i) Each Additional Lender or Increasing Lender shall supersede enter into a Joinder Agreement pursuant to which such Additional Lender and/or Increasing Lender shall, as of the effective date of such increase, undertake an Additional Commitment (or, in the case of an Increasing Lender, pursuant to which such Increasing Lender’s Commitment shall be increased in the agreed amount on such date) and such Additional Lender shall thereupon become (or, if an Increasing Lender, continue to be) a “Lender” for all purposes hereof. (ii) The Borrower shall, as applicable, in coordination with the Administrative Agent, repay all outstanding Loans of the affected Class and incur additional Loans of the affected Class from other Lenders of such Class in each case so that the Lenders participate in each Borrowing of such Class pro rata on the basis of their respective Commitments of such Class (after giving effect to any provisions increase in Sections 2.12 or 9.1 the Commitments pursuant to this Section 2.20) and amounts payable under Section 2.17 as a result of the contraryactions required to be taken under this Section 2.20 shall be paid in full by the Borrower; and (iii) If any such Additional Lender is a Foreign Lender, such Additional Lender shall deliver the forms required by Section 2.16(e).

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. (b) If Each of the applicable Aggregate parties hereto agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in the Total Commitment pursuant to this Section 3.2(b), the outstanding Loans (if any) are held by the Lenders with Commitments are increased in accordance with their new Percentages. This may be accomplished at the discretion of the Administrative Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Borrowings outstanding at the time of any increase in the Total Commitment pursuant to this SectionSection 3.2(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such Borrowings other than in accordance with their new Percentages; or (z) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (ii) shall be subject to Section 2.7 hereof but otherwise without premium or penalty. In addition, in connection with any increase in the Total Commitment pursuant to this Section the Administrative Agent and TMCC shall determine may, in consultation with the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Borrower, appoint any Lender as a Syndication Agent, Documentation Agent, Co-Agent shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Sectionor other similar title. (c) This Section shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

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 (which shall promptly notify deliver a copy to each of the appropriate Lenders), TMCC may from time request that the total Commitments be increased by an amount not less than $25,000,000 for any such increase; provided that after giving effect to time, request an any such increase the sum of the total Commitments shall not exceed $300,000,000 minus any amount by which the Commitments shall have been reduced pursuant to Section 2.09. Such notice shall set forth the amount of the requested increase in the Aggregate total Commitments applicable to all Tranche A Borrowers to an amount (for all and the date on which 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 increase is requested to respond become effective (which shall in no event be not less than 10 Business Days from or more than 60 days after the date of delivery of such notice to notice), and shall offer each Lender the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Commitment andby its Applicable 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 Borrower’s notice, whether either agree to increase its Commitment by all or a portion of the offered amount (each 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 Lender that does not deliver such requested increase. Any appropriate Lender not responding a notice within such time period of 10 days shall be deemed to have declined to increase its Commitment). The Administrative Agent In the event that, on the 10th day after the Borrower 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 the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a joinder agreement in form and substance satisfactory Lender hereunder, shall be subject to the approval of the Administrative Agent and its counsel; provided that each Issuing Bank (which approvals shall not be unreasonably withheld) and the minimum commitment of Borrower and 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 Augmenting Lender shall have execute all such documentation as the right Administrative Agent shall reasonably specify to consent to an evidence its Commitment and/or its status as a Lender hereunder. Any increase in the total Commitments may be made in an amount of its Commitment as set forth in this Section 2.14(a). If which 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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC shall determine On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to this Section 2.20 (the “Commitment Increase”), if any Revolving Loans are outstanding, the Borrower (i) shall prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its option, fund such prepayment by simultaneously borrowing Revolving Loans of the Types and for the Interest Periods specified in a Borrowing Request delivered pursuant to Section 2.03, which Revolving Loans shall be made by the Lenders (including the Increasing Lenders and the final allocation of such increaseAugmenting Lenders, if any) ratably in accordance with their respective Commitments (calculated after giving effect to the Commitment Increase). The Administrative Agent payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall promptly notify TMCC and be subject to indemnification by the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver pursuant to the Administrative Agent a certificate provisions of such Tranche A Borrower dated as of Section 2.16 if the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding occurs other than on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to last day of the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this SectionInterest Period relating thereto. (c) This Increases and new Commitments created pursuant to this Section 2.20 shall supersede any provisions become effective on the date specified in Sections 2.12 or 9.1 the notice delivered by the Borrower pursuant to the contraryfirst sentence of paragraph (a) above; provided that the Borrower may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld), extend such date by up to 30 days by delivering written notice to the Administrative Agent no less than three Business Days prior to the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above. (d) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section unless, (i) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.01.

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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A The Company may, on behalf of itself or the Canadian Borrower, upon from time to time by written notice by TMCC to the U.S. Administrative Agent (which shall promptly notify deliver a copy to each of the appropriate LendersLenders and the Canadian Administrative Agent), TMCC may from time request that the U.S. Commitments and/or the Canadian Commitments be increased by an amount not less than US$10,000,000 for any such increase; provided that after giving effect to time, request an all such increases the sum of the total Commitments shall not exceed US$2,000,000,000 minus any amount by which the Commitments shall have been reduced pursuant to Section 2.09. Such notice shall set forth (i) whether such increase in Commitments shall apply to the Aggregate U.S. Commitments applicable to all Tranche A Borrowers to an or Canadian Commitments, (ii) the amount of the requested increase in such Commitments, (for all iii) the date on which 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 increase is requested to respond become effective (which shall in no event be not less than 10 Business Days from or more than 60 days after the date of delivery such notice), and shall offer each U.S. Lender (in the case of such notice to a requested increase in U.S. Commitments) or Canadian Lender (in the appropriate Lenders). Each appropriate Lender shall notify case of a requested increase in Canadian Commitments) the Administrative Agent within such time period whether or not it agrees opportunity to increase its Commitment andof the applicable Class, if soby its Applicable Percentage of the proposed increased amount. Each such Lender shall, whether by notice to the Company and the U.S. Administrative Agent given not more than 10 days after the date of the Company’s notice, either agree to increase its applicable Commitment, by all or a portion of the offered amount (each Lender so agreeing being an amount equal to, greater than, “Increasing Lender”) or less than decline to increase its Pro Rata Share of applicable 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 applicable Commitment) (each such Lender so declining or deemed to have declined being a “Non-Increasing Lender”). The In the event that, on the 10th day after the Company shall have delivered a notice pursuant to the first sentence of this paragraph, the applicable Lenders shall have declined the requested increase or agreed pursuant to the preceding sentence to increase their applicable Commitments by an aggregate amount less than the increase in the total Commitments of the applicable Class requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments of the applicable Class or increase their existing Commitments of the applicable Class in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the U.S. Administrative Agent, the Swingline Lender and each Issuing Bank (which approval shall not be unreasonably withheld) and the Company and each Augmenting Lender shall execute all such documentation as the U.S. 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 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 Commitments may be made in an amount of its Commitment as set forth in this Section 2.14(a). If which 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 Company if the Company 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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC shall determine On the effective date (the “Increase Effective Date”) and of any increase in the final allocation total Commitments of such increase. The Administrative Agent shall promptly notify TMCC and either Class pursuant to this Section 2.20 (the appropriate Lenders “Commitment Increase”), (i) the aggregate principal amount of the final allocation Loans of such increase and the Increase Effective Date. As a condition precedent same Class outstanding (the “Initial Loans”) immediately prior to such increase, each Tranche A Borrower shall deliver giving effect to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Commitment Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Applicable Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to the Applicable Agent in same day funds an amount equal to the product of (1) such Augmenting Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after the Applicable Agent receives the funds specified in clauses (ii) and (iii) above, the Applicable Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans and (B) the product of (1) such Non- Increasing Lender’s Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the applicable Borrower or Borrowers shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of its or their Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Applicable Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vii) the applicable Borrower or Borrowers shall pay each Increasing Lender and each Non-Increasing Lender any additional amounts required and all accrued but unpaid interest on its or their Initial Loans. The deemed payments made pursuant to Section 3.5clause (i) above in respect of each Eurodollar Loan shall be subject to the extent necessary to keep provisions of Section 2.16 if the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in Increase Effective Date occurs other than on the Commitments under this Sectionlast day of the Interest Period relating thereto and breakage costs result. (c) This Increases and new Commitments of either Class created pursuant to this Section 2.20 shall supersede any provisions become effective on the date specified in Sections 2.12 or 9.1 the notice delivered by the Company pursuant to the contraryfirst sentence of paragraph (a) above. (d) Notwithstanding the foregoing, no increase in the total Commitments of a Class (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section unless, (i) on the date of such increase, (A) the representations and warranties set forth in this Agreement shall be true and correct in all material respects (without duplication of any materiality qualifier) on and as of such date (unless expressly made as of another date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier)on and as of such other date) and (B) on such date and immediately after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing and the U.S. Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer, and (ii) the U.S. Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.01 as to the corporate power and authority of the applicable Borrower or Borrowers to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not in anywise been annulled, modified, rescinded or revoked).

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 may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section 2.14 shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

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. (b) If Notwithstanding the applicable Aggregate foregoing, no increase in the Commitments are increased (or in accordance with the Commitment of any Lender) or addition of a new Lender shall become effective under this SectionSection unless, (i) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and TMCC shall determine executed by the effective date chief financial officer of the Company, and (ii) the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date have received (in with sufficient copies for each appropriate Lenderof the Lenders) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding documents consistent with those delivered on the Increase Effective Date under clauses (b) and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This of Section shall supersede any provisions in Sections 2.12 or 9.1 4.01 as to the contrarycorporate power and authority of the applicable Borrowers to borrow hereunder after giving effect to 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$5,660,000,0004,000,000,000. 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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A BorrowerThe U.S. Borrower may, upon by written notice by TMCC to the Administrative Agent Agents from time to time after the Closing Date, request that the Total Commitment be increased by an amount not to exceed the Incremental Commitment Amount at such time by delivering a request to the Administrative Agent, who shall deliver a copy thereof to each Lender. Such notice shall set forth (a) the amount of the requested increase in the Total Commitment (which shall promptly notify be in minimum increments of U.S.$1,000,000 and a minimum amount of U.S.$5,000,000 or equal to the appropriate Lendersremaining Incremental Commitment Amount), TMCC may from time to time, request an (b) the amount of the requested increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount Total U.S. Commitment, the Total Canadian Commitment or both and (for all c) the date on which 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 increase is requested to respond become effective (which shall in no event not be less than 10 Business Days from nor more than 60 days after the date of delivery such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its U.S. Commitment or its Canadian Commitment, as applicable and as the case may be, by its U.S. Pro Rata Percentage or its Canadian Pro Rata Percentage, as applicable and as the case may be, of such the proposed increase amount. Each Lender shall, by notice to the appropriate Lenders). Each appropriate Lender shall notify Borrowers and the Administrative Agent within such time period whether or Agents given not it agrees more than 10 days after the date of the Administrative Agent's notice, either agree to increase its Commitment and, if so, whether by all or a portion of the offered amount (each 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 Lender that does not deliver such requested increase. Any appropriate Lender not responding a notice within such time period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a "Non-Increasing Lender"). 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 in form and substance satisfactory the second sentence of this paragraph, the Lenders shall have declined any increase or agreed pursuant to the Administrative Agent and its counselpreceding sentence to increase their Commitment by an aggregate amount less than the increase in the Total Commitment requested by the U.S. Borrower, the U.S. Borrower may arrange for one or more banks or other entities (any such bank or other entity referred to in this clause (a) being called an "Augmenting Lender" and, together with the Increasing Lenders, the "Incremental Lenders"), to extend the Commitment in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender shall be subject to the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent approval of the Lenders is Administrative Agents and the Issuing Banks (which approvals shall 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 be unreasonably withheld or delayed). 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 which 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 U.S. Borrower if the U.S. 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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, The Borrowers and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and TMCC such other documentation as the Administrative Agent shall determine reasonably specify to evidence the effective date (the “Increase Effective Date”) and the final allocation Incremental Commitment of such increaseIncremental Lender or its status as a Lender hereunder. The Administrative Agent shall promptly notify TMCC and each Lender as to the appropriate Lenders effectiveness of each Incremental Assumption Agreement. Each of the final allocation parties hereto hereby agrees that, upon the effectiveness of such increase and the Increase Effective Date. As a condition precedent to such increaseany Incremental Assumption Agreement, each Tranche A Borrower this Agreement shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) be deemed amended to the extent (but only to the extent) necessary to keep reflect the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in existence and terms of the Commitments under this SectionIncremental Commitment evidenced thereby. (c) Each of the parties hereto hereby agrees that the Administrative Agents may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Total Commitment pursuant to this Section 2.23, the outstanding U.S. Loans (if any) are held by the U.S. Lenders in accordance with their new U.S. Pro Rata Percentages and the outstanding Canadian Loans (if any) are held by the Canadian Lenders in accordance with their new Canadian Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agents (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Borrowing, (ii) by causing Non-Increasing Lenders to assign portions of their outstanding Loans to Incremental Lenders, (iii) by permitting the Borrowings outstanding at the time of any increase in the Total Commitment pursuant to this Section 2.23 to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such Borrowings other than in accordance with their new Pro Rata Percentages, or (iv) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (c) shall supersede be subject to indemnification by the Borrowers pursuant to Section 2.15, but otherwise without premium or penalty. (d) Notwithstanding the foregoing, no increase in the Total Commitment (or in the Commitment of any provisions Lender) or addition of a new Lender shall become effective under this Section 2.23 unless, (i) on the date of such increase, the conditions set forth in Sections 2.12 or 9.1 paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the contraryU.S. Borrower and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i) and (c)(ii)(B) of Section 4.02.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrowerthen exists or would arise therefrom, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC the Lead Borrower may from time to time, time request an increase in the Aggregate Total Commitments applicable to all Tranche A Borrowers to (each such increase, a “Commitment Increase”) by an amount (for all such requests) not exceeding US$5,660,000,000$200,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $50,000,000, and (ii) the Lead Borrower may make a maximum of four such requests. [At the time of sending such notice, TMCC the Lead 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). Lenders).]Any such Commitment Increase may be funded initially by the Agent or one or more existing Lenders as agreed with the Lead Borrower; provided that all existing Lenders will be provided with a right to participate in such Commitment Increase within thirty (30) days following the closing of such Commitment Increase. (b) Each appropriate Lender shall notify the Administrative Agent within such time period as specified in clause (a) above 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 Commitment Percentage of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. . (c) The Administrative Agent shall notify all of the Tranche A Borrowers Lead Borrower and each appropriate Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increaseincrease and subject to the approval of the Agent (which approval shall not be unreasonably withheld), TMCC to the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Agent, in consultation with the Lead Borrower, will use its reasonable efforts to arrange for other Eligible Assignees to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (and the Lead Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to Lenders) (such additional Lenders, “Additional Commitment Lenders”), provided, however, that without 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 Agent, at no time shall the amount Commitment of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate any Additional Commitment 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 offeredbe less than $10,000,000. (bd) If the applicable Aggregate Total Commitments are increased in accordance with this Section, the Administrative Agent and TMCC Agent, in consultation with the Lead Borrower, shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increaseCommitment Increase. The Administrative Agent shall promptly notify TMCC the Lead Borrower and the appropriate Lenders of the final allocation of such increase Commitment Increase and the Increase Effective DateDate and on the Increase Effective Date (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increase, and (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders. 68[68] (e) As a condition precedent to any such increaseCommitment Increase, each Tranche A (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of such Tranche A each Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer responsible officer of such Tranche A Borrower (A) certifying that no Default applicable and attaching the resolutions adopted by such Borrower approving or consenting to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding Commitment Increase, and (B) certifying that, before and after giving effect to such Commitment Increase, (1) the representations and warranties contained in Section [4]4 and the other Loan Documents are true and correct on and as of the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) Date, except to the extent necessary that such representations and warranties specifically refer to keep an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section [2.29]2.29, the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase representations and warranties contained in Section [3.4]3.4 shall be deemed to refer to the Commitments under this Section. most recent statements furnished pursuant to clauses (a), (b) and (c), respectively, of Section [5.1]5.1; (ii) This Section the Borrowers, the Agent, and any Additional Commitment Lender shall supersede any provisions in Sections 2.12 or 9.1 have executed and delivered a joinder to the contrary.Loan Documents in such form as the Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders as the Lead Borrower and such Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Agent as the Lead Borrower and the Agent may agree; (v) if requested by the Agent, the Borrowers shall deliver to the Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent and dated such date; (vi) the Borrowers and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Agent may reasonably have requested; and (vii)

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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC the Borrower and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A the Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are 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 they are true and correct as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.53.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 2.14 or 9.1 10.01 to the contrary.

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. (b) If the applicable Aggregate Tranche 1 Commitments are or the Aggregate Tranche 2 Commitments shall be increased in accordance with this Section, the Administrative Agent (in consultation with the Canadian Facility Agent in the case of the Aggregate Tranche 2 Commitments) and TMCC the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increaseincrease occurring at such time. The Administrative Agent shall promptly notify TMCC the Company, the Canadian Facility Agent and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower the Company shall deliver to the Administrative Agent a certificate of such Tranche A Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are 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 they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Tranche 1 Loans or Tranche 2 Loans, as the case may be, outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.53.05 and provide any Tranche 2 Cash Collateral required under Section 2.05(p)) to the extent necessary to keep the outstanding Committed Tranche 1 Loans or Tranche 2 Loans, as the case may be, ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 2.13 or 9.1 10.01 to the contrary.

Increase in Commitments. (a) Provided there exists From time to time on and after the Restatement Effective Date and prior to the Tranche 1 Termination Date so long as no Default applicable to any Tranche A Borroweror Event of Default shall have occurred and be continuing, the Borrowers may, upon at least 30 days 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 provide a copy of such notice to the appropriate Tranche 1 Lenders), propose to increase the aggregate amount of the Tranche 1 Commitments by an amount which (i) is not less than $25,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, with respect to any such request nor (ii) when aggregated with all prior and concurrent increases in the Tranche 1 Commitments and Tranche 2 Commitments pursuant to this Section 2.20, is not in excess of $250,000,000. Each appropriate The Borrowers may increase the aggregate amount of the Tranche 1 Commitments by (x) having another lender or lenders (each, an “Additional Tranche 1 Lender”) become party to this Agreement, (y) agreeing with any Tranche 1 Lender shall notify (with the Administrative Agent within consent of such time period whether or not it agrees Lender in its sole discretion) to increase its Tranche 1 Commitment and, if so, whether by an amount equal to, greater than, hereunder 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 (z) a combination of the procedures described in clauses (x) and (y) of this sentence. (b) From time to time on and after the Restatement Effective Date and prior to the Tranche A 2 Termination Date so long as no Default or Event of Default shall have occurred and be continuing, the Borrowers and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increasemay, TMCC may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory upon at least 30 days notice to the Administrative Agent and its counsel; provided that (which shall promptly provide a copy of such notice to the minimum commitment Tranche 2 Lenders), propose to increase the aggregate amount of each such Eligible Assignee the Tranche 2 Commitments by an amount which (i) is not less than US$10,000,000. The consent $25,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, with respect to any such request nor (ii) when aggregated with all prior and concurrent increases in the Lenders is not required to increase the amount of the Aggregate Tranche A 1 Commitments and Tranche 2 Commitments pursuant to this SectionSection 2.20, except that each appropriate is not in excess of $250,000,000. The Borrowers may increase the aggregate amount of the Tranche 2 Commitments by (x) having one or more Eligible Assignees (each, an “Additional Tranche 2 Lender” and collectively with the Additional Tranche 1 Lenders, the “Additional Lenders”) become party to this Agreement, (y) agreeing with any Tranche 2 Lender shall have (with the right consent of such Lender in its sole discretion) to consent to an increase its Tranche 2 Commitment hereunder or (z) a combination of the procedures described in clauses (x) and (y) of this sentence. (c) Upon any increase in the amount of its Commitment the Tranche 1 Commitments or Tranche 2 Commitments, 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 case may be, pursuant to this Section 2.14(a)2.20 (each, TMCC may an “Additional Commitment”): (i) withdraw Each Additional Lender or existing Lender agreeing to increase its request Commitments pursuant to this Section 2.20 (each, an “Increasing Lender”) shall enter into a Joinder Agreement pursuant to which such Additional Lender and/or Increasing Lender shall, as of the effective date, undertake an Additional Commitment (or, in the case of an Increasing Lender, pursuant to which such Increasing Lender’s Commitment shall be increased in the agreed amount on such date) and such Additional Lender shall thereupon become (or, if an Increasing Lender, continue to be) a “Lender” for all purposes hereof. (ii) The Borrowers shall in the event of an increase in its entirety or (ii) acceptthe Tranche 1 Commitments, in whole or in part, the increases that have been offered. (b) If the applicable Aggregate Commitments are increased in accordance coordination with this Section, the Administrative Agent Agent, repay all outstanding Loans and TMCC shall determine incur additional Loans from other Tranche 1 Lenders in each case so that the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and the appropriate Tranche 1 Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, participate in each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding Borrowing pro rata on the Increase Effective Date basis of their respective Tranche 1 Commitments (and pay after giving effect to any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Tranche 1 Commitments pursuant to this Section 2.20) and amounts payable under Section 2.18 as a result of the actions required to be taken under this Section.Section 2.20, shall be paid in full by the Borrowers; (ciii) This If any such Additional Lender is a Foreign Lender, such Additional Lender shall deliver the forms required by Section 2.17(d); and (iv) Any Additional Commitment shall supersede any provisions in Sections 2.12 or 9.1 be subject to the contraryprior written approval of the Issuing Lender.

Increase in Commitments. (a) 2.15.1.1. 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)provided above. 2.15.1.2. If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered. (b) If the applicable Aggregate Commitments are increased in accordance with this SectionSection 2.15, the Administrative Agent and TMCC the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC the Company and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower the Company shall deliver to the Administrative Agent a certificate of such Tranche A Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in ARTICLE V and the other Loan Documents are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) 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 they are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and 6.01(b), respectively, and (2) the reference to “the date hereof” in Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.53.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this SectionSection 2.15. (c) This 2.15.1.3. In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall supersede govern any conflicts with provisions in Sections 2.12 2.13 or 9.1 11.01. 2.15.1.4. To the extent that the increase of the Aggregate Commitments shall take the form of a term loan tranche, this Agreement shall be amended, in form and in substance satisfactory to the contraryAdministrative Agent and the Company to include such terms as are customary for a term loan commitment, including but not limited to the following: 2.15.1.4.1. the final maturity of any such term loan tranche shall not be earlier than the Existing Maturity Date at the time of establishment of such term loan tranche; and 2.15.1.4.2. except as otherwise agreed by the lenders providing the relevant term loan tranche in connection with any acquisition, investments and repayments, repurchases and redemptions of indebtedness not prohibited by the terms of this Agreement, (A) no Event of Default shall exist immediately prior to or after giving effect to such new term loan tranche and (B) the representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of the initial borrowing under such term loan tranche with the same effect as though such representations and warranties had been made on and as of such date; provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, further, that any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

Increase in Commitments. (a) Provided there exists no Default applicable The Borrower may, from time to any Tranche A Borrower, upon time by written notice by TMCC to the Administrative Agent (which shall promptly notify deliver a copy to each of the appropriate Lenders), TMCC may from time request that the Commitments be increased by an amount not less than $10,000,000 for any such increase; provided that after giving effect to time, request an all such increases the total Commitments shall not exceed $2,500,000,000 minus any amount by which the Commitments shall have been reduced pursuant to Section 2.09. Such notice shall set forth (i) the amount of the requested increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount and (for all ii) the date on which 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 increase is requested to respond become effective (which shall in no event be not less than 10 Business Days from or more than 60 days after the date of delivery of such notice to notice), and shall offer each Lender the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Commitment andby its Applicable 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 Borrower’s notice, whether either agree to increase its Commitment, by all or a portion of the offered amount (each 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 Commitment) (each such Lender so declining or deemed to have declined being a “Non-Increasing Lender”). The Administrative Agent In the event that, on the 10th day after the Borrower 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 the first sentence of this paragraph, the Lenders shall have declined the requested increase or agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a joinder agreement in form and substance satisfactory Lender hereunder, shall be subject to the approval of the Administrative Agent and its counsel; provided that each Issuing Bank (which approval shall not be unreasonably withheld) and the minimum commitment of Borrower and 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 Augmenting Lender shall have execute all such documentation as the right Administrative Agent shall reasonably specify to consent to an evidence its Commitment and/or its status as a Lender hereunder. Any increase in the total Commitments may be made in an amount of its Commitment as set forth in this Section 2.14(a). If which 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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC shall determine On the effective date (the “Increase Effective Date”) and of any increase in the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and total Commitments pursuant to this Section 2.20 (the appropriate Lenders “Commitment Increase”), (i) each of the final allocation of such increase and the Increase Effective Date. As a condition precedent Non-Increasing Lenders shall assign to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increasing Lenders and Augmenting Lenders, and each of the Increasing Lenders and Augmenting Lenders shall purchase from each of the Non-Increasing Lenders, at the principal amount thereof, such interests in the outstanding Loans and participations in Letters of Credit outstanding on such Increase Effective Date (that will result in, after giving effect to all such assignments and purchases, such Loans and participations in sufficient copies for each appropriate Lender) signed Letters of Credit being held by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) Lenders ratably in accordance with their Commitments after giving effect to the extent necessary addition of any Augmenting Loan Commitment to keep the outstanding Committed Loans ratable Commitments, (ii) each Augmenting Loan Commitment shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan and have the same terms as any existing Loan and (iii) each Augmenting Lender shall become a Lender with any revised Pro Rata Shares arising from any nonratable increase in respect to the Commitments under this Sectionand all matters relating thereto. (c) This Increases and new Commitments created pursuant to this Section 2.20 shall supersede any provisions become effective on the date specified in Sections 2.12 or 9.1 the notice delivered by the Borrower pursuant to the contraryfirst sentence of paragraph (a) above. (d) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section unless, (i) on the date of such increase, (A) the representations and warranties set forth in this Agreement shall be true and correct in all material respects (without duplication of any materiality qualifier) on and as of such date (unless expressly made as of another date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier) on and as of such other date) and (B) on such date and immediately after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not in anywise been annulled, modified, rescinded or revoked).

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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

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 Xxxxxxx-Xxxxxx International may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to by an aggregate amount not exceeding $150 million; provided that (i) any such request for all an increase shall be in a minimum amount of $25 million, except in the case of the final request, which may be for the entire remaining amount, and (ii) Xxxxxxx-Xxxxxx International may make a maximum of three such requests) not exceeding US$5,660,000,000. At the time of sending any such notice, 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 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 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 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. (b) If the applicable Aggregate Commitments are increased in accordance with this SectionSection 2.15, the Administrative Agent and TMCC Xxxxxxx-Xxxxxx International shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC Xxxxxxx-Xxxxxx International and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower Xxxxxxx-Xxxxxx International shall deliver to the Administrative Agent a certificate of such Tranche A Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for further distribution to each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxx-Xxxxxx International, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are 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 they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default applicable to such Tranche A Borrower exists. The Tranche A Applicable Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.53.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this SectionSection 2.15; provided that in the case of any Revolving Loans denominated in an Alternative Currency, no such prepayment may be made other than on the last day of the applicable Interest Period for such Loans, unless the Lenders consent thereto. (c) This Section shall supersede any provisions in Sections 2.12 2.13 or 9.1 10.01 to the contrary.

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 Xxxxxxx-Xxxxxx International may from time to time, 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 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. (b) If the applicable Aggregate Commitments are increased in accordance with this SectionXxxxxxx-Xxxxxx International, the Administrative Agent and TMCC shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Sectiontheir respective counsel. (c) This Section shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

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$5,660,000,0005,425,000,000. 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 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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

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 may the US 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$5,660,000,000US $2,000,000,000; provided that (i) any such request for an increase shall be in a minimum amount of US $50,000,000, and (ii) the US Borrower may make a maximum of two such requests per calendar year. At the time of sending such notice, TMCC the US 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 US 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 US Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably 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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC the US Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC the US Borrower and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A the US Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of each Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents made by it are true and correct in all material respects on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (B) no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers US Borrower shall prepay any US Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.55.05) to the extent necessary to keep the outstanding US Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the US Commitments under this Section. Each Canadian Borrower shall prepay any Canadian Committed Loans owing by it and outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 5.05) to the extent necessary to keep the outstanding Canadian Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Canadian Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 4.06 or 9.1 12.01 to the contrary.. DEVON CREDIT AGREEMENT

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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

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 Xxxxxxx-Xxxxxx International may from time to time, subsequent to the Amendment No. 4 Effective Date, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to by an aggregate amount not exceeding $400 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- Toledo 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 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. (b) If the applicable Aggregate Commitments are increased in accordance with this SectionXxxxxxx-Xxxxxx International, the Administrative Agent and TMCC their respective counsel. Any new Lender becoming a party hereto pursuant to this Section 2.15 shall determine (1) execute such documents and agreements as the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC may reasonably request and (2) in the appropriate Lenders case of any Lender that is organized under the laws of a jurisdiction outside of the final allocation United States of such increase and the Increase Effective Date. As a condition precedent to such increaseAmerica, each Tranche A Borrower shall deliver provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent a certificate of such Tranche A Borrower dated as of to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) Patriot Act and, to the extent necessary to keep reasonably requested by the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in Administrative Agent, the Commitments under this SectionBeneficial Ownership Regulation. (c) This Section shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

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. (ba) If the applicable Aggregate Commitments are increased in accordance with this SectionSection 2.15 (including by way of extending incremental term loans), the Administrative Agent and TMCC Xxxxxxx-Xxxxxx International shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC Xxxxxxx-Xxxxxx International and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower Xxxxxxx-Xxxxxx International shall deliver to the Administrative Agent a certificate of such Tranche A Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for further distribution to each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of Xxxxxxx-Xxxxxx International, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are 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 they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default applicable to such Tranche A Borrower exists. The Tranche A Applicable Borrowers shall prepay (or be deemed to have prepaid, pursuant to a reallocation of the Loans) any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.53.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments or nonratable incremental term loan issuances under this SectionSection 2.15; provided that in the case of any Revolving Loans denominated in an Alternative Currency, no such prepayment may be made other than on the last day of the applicable Interest Period for such Loans, unless the Lenders consent thereto. Any incremental term loans extended pursuant to this Section 2.15 shall rank pari passu with all Revolving Loans. The making of incremental term loans under this Section 2.15 may be on a non-ratable basis. A Lender may increase its Commitment hereunder on a non-ratable basis. (cb) This Section shall supersede any provisions in Sections 2.12 2.13 or 9.1 10.01 to the contrary. The parties hereto agree that this Agreement may need to be amended or modified to give effect to any incremental term loan issuance under this Section 2.15 (including, without limitation, modifying the definitions of Commitments, Pro Rata Share, and Required Lenders, in each case, solely to the extent necessary to include such incremental term loans and any new Lenders in connection therewith in such definitions on a pro rata basis), and that the Administrative Agent and Xxxxxxx-Xxxxxx International may, without the consent of any other party hereto, enter into such amendments or modifications as they deem necessary or appropriate. Such amendments or modification shall be effective against all of the parties hereto.

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 Xxxxxxx-Xxxxxx International may from time to time, subsequent to the Amendment No. 3 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 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. (b) If the applicable Aggregate Commitments are increased in accordance with this SectionXxxxxxx-Xxxxxx International, the Administrative Agent and TMCC their respective counsel. Any new Lender becoming a party hereto pursuant to this Section 2.15 shall determine (1) execute such documents and agreements as the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC may reasonably request and (2) in the appropriate Lenders case of any Lender that is organized under the laws of a jurisdiction outside of the final allocation United States of such increase and the Increase Effective Date. As a condition precedent to such increaseAmerica, each Tranche A Borrower shall deliver provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent a certificate of such Tranche A Borrower dated as of to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this SectionPatriot Act. (c) This Section shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

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 Mxxxxxx-Xxxxxx International may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to by an aggregate amount not exceeding $50 million; 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, and (ii) Mxxxxxx-Xxxxxx International may make a maximum of three such requests) not exceeding US$5,660,000,000. At the time of sending any such notice, TMCC Mxxxxxx-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 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 Mxxxxxx-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 Mxxxxxx-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 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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A BorrowerThe U.S. Borrower may, upon by written notice by TMCC to the Administrative Agent Agents from time to time after the Closing Date, request that the Total Commitment be increased by an amount not to exceed the Incremental Commitment Amount at such time by delivering a request to the Administrative Agent, who shall deliver a copy thereof to each Lender. Such notice shall set forth (a) the amount of the requested increase in the Total Commitment (which shall promptly notify be in minimum increments of U.S.$1,000,000 and a minimum amount of U.S.$25,000,000 or equal to the appropriate Lendersremaining Incremental Commitment Amount), TMCC may from time to time, request an (b) the amount of the requested increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount Total U.S. Commitment, the Total Canadian Commitment or both and (for all c) the date on which 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 increase is requested to respond become effective (which shall in no event not be less than 10 Business Days from nor more than 60 days after the date of delivery of such notice and which, in any event, must be on or prior to the appropriate LendersMaturity Date), and shall offer one or more Lenders the opportunity to increase their U.S. Commitment or its Canadian Commitment, as applicable. Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees so agreeing to increase its Commitment and, if so, whether by all or a portion of the offered amount (each such Lender being an amount equal to, greater than, or less "Increasing Lender") shall give notice to the Borrowers and the Administrative Agents not more than its Pro Rata Share 10 days after the date of such requested increasethe Administrative Agent's notice. Any appropriate Lender that declines to increase its Commitment or does not responding deliver such a notice within such time period of 10 days, in which case such Lender shall be deemed to have declined to increase its Commitment, shall be a "Non-Increasing Lender". The decision to agree to increase its Commitment hereunder shall be at the sole discretion of each Lender. 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 in form and substance satisfactory the second sentence of this paragraph, the Lenders shall have declined any increase or agreed pursuant to the Administrative Agent and its counselpreceding sentence to increase their Commitment by an aggregate amount less than the increase in the Total Commitment requested by the U.S. Borrower, the U.S. Borrower may arrange for one or more banks or other entities (any such bank or other entity referred to in this clause (a) being called an "Augmenting Lender" and, together with the Increasing Lenders, the "Incremental Lenders"), to extend the Commitment in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender shall be subject to the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent approval of the Lenders is Administrative Agents and the Issuing Banks (which approvals shall 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 be unreasonably withheld or delayed). 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 which 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 U.S. Borrower if the U.S. 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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, The Borrowers and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and TMCC such other documentation as the Administrative Agent shall determine reasonably specify to evidence the effective date (the “Increase Effective Date”) and the final allocation Incremental Commitment of such increaseIncremental Lender or its status as a Lender hereunder. The Administrative Agent shall promptly notify TMCC and each Lender as to the appropriate Lenders effectiveness of each Incremental Assumption Agreement. Each of the final allocation parties hereto hereby agrees that, upon the effectiveness of such increase and the Increase Effective Date. As a condition precedent to such increaseany Incremental Assumption Agreement, each Tranche A Borrower this Agreement shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) be deemed amended to the extent (but only to the extent) necessary to keep reflect the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in existence and terms of the Commitments under this SectionIncremental Commitment evidenced thereby. (c) Each of the parties hereto hereby agrees that the Administrative Agents may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Total Commitment pursuant to this Section 2.23, the outstanding U.S. Loans (if any) are held by the U.S. Lenders in accordance with their new U.S. Pro Rata Percentages and the outstanding Canadian Loans (if any) are held by the Canadian Lenders in accordance with their new Canadian Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agents (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Borrowing, (ii) by causing Non-Increasing Lenders to assign portions of their outstanding Loans to Incremental Lenders, (iii) by permitting the Borrowings outstanding at the time of any increase in the Total Commitment pursuant to this Section 2.23 to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such Borrowings other than in accordance with their new Pro Rata Percentages, or (iv) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (c) shall supersede be subject to indemnification by the Borrowers pursuant to Section 2.15, but otherwise without premium or penalty. (d) Notwithstanding the foregoing, no increase in the Total Commitment (or in the Commitment of any provisions Lender) or addition of a new Lender shall become effective under this Section 2.23 unless, (i) (A) the representations and warranties set forth in Sections 2.12 or 9.1 Article III hereof and in each other Loan Document shall be true and correct in all material respects on and as of the date of such increase with the same effect as though made on and as of such date, except to the contraryextent such representations and warranties expressly relate to an earlier date, (B) each Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such increase, no Event of Default or Default shall have occurred and be continuing, and (C) there shall have been no material adverse change in the business, assets, operations, condition (financial or otherwise) or prospects of the Borrowers and the Subsidiaries, taken as a whole, since December 31, 2005, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the U.S. Borrower and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i) and (c)(ii)(B) of Section 4.02. (i) Section 3.04 is amended by deleting "filings with the United States Patent and Trademark Office and the United States Copyright Office, recordation of the Mortgages in the offices specified in Schedule 3.19". (j) Section 3.06 is amended by replacing "December 31, 2002" with "December 31, 2005". (k) Section 3.12 is amended in its entirety to read as follows:

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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

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. (b) If the applicable Aggregate Commitments are increased in accordance with this SectionSection 2.15, the Administrative Agent and TMCC the Company shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC the Company and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower the Company shall deliver to the Administrative Agent a certificate of such Tranche A Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are 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 they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the Closing Date in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.53.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this SectionSection 2.15. (c) This In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall supersede govern any conflicts with provisions in Sections 2.12 2.13 or 9.1 to the contrary11.01.

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)) at any time prior to June 30, TMCC 2006, the Borrowers may from on a one-time basis without payment of an underwriting fee to timeAgent, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to under the Revolving Committed Amount by an amount (for all such requests) not exceeding US$5,660,000,000$8,000,000. At the time of sending such notice, 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 Business Days from the date of delivery of such notice to the appropriate Lenders). . (b) 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 Applicable Percentage of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. . (c) 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 . There shall be no fee for increasing 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 Revolving Committed Amount under this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to 2.16 other than payment of Agent’s requisite Attorney Costs incurred in connection with documentation of such 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 offered2.16. (bd) If the applicable Aggregate Commitments are increased in accordance with this SectionSection 2.16, the Administrative Agent and TMCC the Borrowers shall determine the effective date of such increase (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent and the Borrowers shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. . (e) As a condition precedent to such increase, each Tranche A Borrower the Borrowers shall deliver to the Administrative Agent a certificate of such Tranche A Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and, (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V are 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 they are true and correct as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.53.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares Applicable Percentages arising from form any nonratable increase in the Commitments under this SectionSection 2.16. (cf) This Section 2.16 shall supersede supercede any provisions in Sections 2.12 or 9.1 2.13 and 10.01 to the contrary.

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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC the applicable Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC the applicable Borrower and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A the applicable Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers applicable Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC the Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC the Borrowers and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower the Borrowers shall deliver to the Administrative Agent a certificate of such Tranche A Borrower AMS dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of AMS (on behalf of the Borrowers) (i) certifying and attaching the resolutions adopted by the Borrowers approving or consenting to such Tranche A Borrower increase, and (ii) demonstrating pro forma compliance with Section 7.11 after giving effect to such increase and (iii) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article V are 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 they shall be true and correct as of such earlier date, and no Default applicable to such Tranche A Borrower or Event of Default exists. The Tranche A Borrowers shall deliver new or amended Notes reflecting the increased Commitment of any Lender holding or requesting a Note. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes therein resulting from such increase. The Borrowers shall prepay any Committed Loans (other than Swing Line Loans) outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.53.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) . This Section shall supersede any provisions in Sections 2.12 or 9.1 Section 10.01 to the contrary.

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. (b) If the applicable Aggregate Commitments are increased in accordance with this SectionSection 2.15, the Administrative Agent and TMCC the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC the Company and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower the Company shall deliver to the Administrative Agent a certificate of such Tranche A Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in ARTICLE V and the other Loan Documents are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) 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 they are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and 6.01(b), respectively, and (2) the reference to “the date hereof” in Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.53.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this SectionSection 2.15. (c) This In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall supersede govern any conflicts with provisions in Sections 2.12 2.13 or 9.1 11.01. (d) To the extent that the increase of the Aggregate Commitments shall take the form of a term loan tranche, this Agreement shall be amended, in form and in substance satisfactory to the contraryAdministrative Agent and the Company to include such terms as are customary for a term loan commitment, including but not limited to the following: (i) the final maturity of any such term loan tranche shall not be earlier than the Existing Maturity Date at the time of establishment of such term loan tranche; and (ii) except as otherwise agreed by the lenders providing the relevant term loan tranche in connection with any acquisition, investments and repayments, repurchases and redemptions of indebtedness not prohibited by the terms of this Agreement, (A) no Event of Default shall exist immediately prior to or after giving effect to such new term loan tranche and (B) the representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of the initial borrowing under such term loan tranche with the same effect as though such representations and warranties had been made on and as of such date; provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, further, that any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

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) (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrowerthen exists or would arise therefrom, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC the Lead Borrower may from time to time, time request an increase in the Aggregate Total Commitments applicable to all Tranche A Borrowers to (each such increase, a “Commitment Increase”) by an amount (for all such requests) not exceeding US$5,660,000,000$200,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $50,000,000, and (ii) the Lead Borrower may make a maximum of four such requests. At the time of sending such notice, TMCC the Lead 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). . (b) 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 Commitment Percentage of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. . (c) The Administrative Agent shall notify all of the Tranche A Borrowers Lead Borrower and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increaseincrease and subject to the approval of the Agent (which approval shall not be unreasonably withheld), TMCC to the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Agent, in consultation with the Lead Borrower, will use its reasonable efforts to arrange for other Eligible Assignees to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (and the Lead Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to Lenders) (such additional Lenders, “Additional Commitment Lenders”), provided, however, that without 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 Agent, at no time shall the amount Commitment of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate any Additional Commitment 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 offeredbe less than $10,000,000. (bd) If the applicable Aggregate Total Commitments are increased in accordance with this Section, the Administrative Agent and TMCC Agent, in consultation with the Lead Borrower, shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increaseCommitment Increase. The Administrative Agent shall promptly notify TMCC the Lead Borrower and the appropriate Lenders of the final allocation of such increase Commitment Increase and the Increase Effective Date. Date and on the Increase Effective Date (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increase, and (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders. (e) As a condition precedent to any such increaseCommitment Increase, each Tranche A (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of such Tranche A each Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer responsible officer of such Tranche A Borrower (A) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such Commitment Increase, and (B) certifying that, before and after giving effect to such Commitment Increase, (1) the representations and warranties contained in Section 4 and the other Loan Documents are 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 they are true and correct as of such earlier date, and except that for purposes of this Section 2.29, the representations and warranties contained in Section 3.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (c), respectively, of Section 5.1; (ii) the Borrowers, the Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders as the Lead Borrower and such Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Agent as the Lead Borrower and the Agent may agree; (v) if requested by the Agent, the Borrowers shall deliver to the Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent and dated such date; (vi) the Borrowers and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Agent may reasonably have requested; and (vii) no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.52.19(b)) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares Commitment Percentages arising from any nonratable increase in the Commitments under this SectionSection 2.29. (cf) This Section shall supersede any provisions in Sections 2.12 2.25 or 9.1 9.2 to the contrary.

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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC the applicable Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC the applicable Borrower and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A the applicable Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers applicable Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

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. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and TMCC shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify TMCC and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower certifying that no Default applicable to such Tranche A Borrower exists. The Tranche A Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 9.1 to the contrary.

Increase in Commitments. (a) Provided there exists no continuing 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 (i) Borrower may from on a one-time basis prior to timethe third anniversary of the Closing Date, request an increase in the Aggregate Revolving Commitments, and (ii) Borrower may on a one-time basis on the date, if any, that Borrower delivers to Agent the Term Extension Notice, request an increase in the Aggregate Term Commitments; provided, that the requested increase(s) in the Commitments applicable to all Tranche A Borrowers to an amount (for all such requests) may not exceeding US$5,660,000,000exceed $200,000,000 in the aggregate. At the time of sending such noticea notice under this Section 2.15(a), TMCC 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 Revolving Commitment and/or Term Commitment, as applicable, and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share Applicable Percentage of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its applicable 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 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. (b) If the applicable Aggregate Commitments are increased in accordance with this SectionSection 2.15, the Administrative Agent and TMCC Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Increase Effective Date shall be determined so as to minimize amounts payable by Borrower under Section 3.05 pursuant to the last sentence of this section and to take into account the applicable Maturity Date. Agent shall promptly notify TMCC Borrower and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, each Tranche A Borrower shall deliver to the Administrative Agent a certificate of such Tranche A Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Tranche A Borrower Loan Party (i) certifying that and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and, (ii) in the case of the Borrower, including a Compliance Certificate demonstrating pro forma compliance with Section 7.12 after giving effect to such increase, and (iii) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article V are true and correct on and as of the Increase Effective Date and no Default applicable to such Tranche A Borrower or Event of Default exists. The Tranche A Borrowers Borrower shall deliver new or amended Term Notes and/or Revolving Notes, as applicable, reflecting the increased (or new) Commitment of any Lender holding or requesting a Note. Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes therein resulting from such increase. Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.53.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares Applicable Percentages arising from any nonratable increase in the Commitments under this SectionSection 2.15. (c) This Section 2.15 shall supersede any provisions in Sections 2.12 2.13 or 9.1 10.01 to the contrary.