Common use of Public Offer Clause in Contracts

Public Offer. (a) In relation to Tranche A and Tranche C, BNP Paribas undertakes, represents and warrants to TFA as follows: (i) on behalf of TFA it has made, or it will make before the 30th day after the date of this Agreement, invitations to become a Tranche A Lender and invitations to become a Tranche C Lender under this Agreement, either: (A) in the form agreed with TFA to at least ten parties, each of whom, as at the date the relevant invitation is made, BNP Paribas’s relevant officers involved in the transaction on a day to day basis believe carries on the business of providing finance or investing or dealing in securities in the course of operating in financial markets, for the purposes of Section 128F(3A)(a)(i) of the Australian Tax Act, and each of whom has been disclosed to TFA; or (B) in an electronic form that is used by financial markets for dealing in debentures (as defined in Section 128F(9) of the Australian Tax Act) or debt interests (as defined in Sections 974-15 and 974-20 of the Income Tax Assessment Act 1997) such as Reuters or Bloomberg; (ii) at least ten of the parties to whom BNP Paribas has made or will make invitations referred to in paragraph (i)(A) are not, as at the date the invitations are made, to the knowledge of the relevant officers of BNP Paribas involved in the transaction, associates (as defined in section 128F(9) of the Australian Tax Act) of any of the others of those ten offerees; and (iii) it has not made and will not make offers or invitations referred to in paragraph (i)(A) to parties whom its relevant officers involved in the transaction on a day to day basis are aware are Offshore Associates of TFA. (b) TFA confirms that none of the potential offerees whose names were disclosed to it by BNP Paribas before the date of this Agreement were known or suspected by it to be an Offshore Associate of TFA. (c) Each Tranche A Lender and each Tranche C Lender represents and warrants to TFA that at the time it received the invitation it was carrying on a business of providing finance, or investing or dealing in securities, in the course of operating in financial markets. (d) BNP Paribas and each Lender will provide to TFA when reasonably requested by TFA any factual information in its possession or which it is reasonably able to provide to assist TFA to demonstrate that section 128F of the Australian Tax Act has been satisfied where to do so will not in BNP Paribas’s or such Lender’s reasonable opinion breach any law or regulation or any duty of confidence. (e) If, for any reason, the requirements of section 128F of the Australian Tax Act have not been satisfied in relation to interest payable on a Tranche A Loan or a Tranche C Loan (except to an Offshore Associate of TFA), then on request by the Administrative Agent or TFA, each party shall co-operate and take steps reasonably requested with a view to satisfying those requirements: (i) where a party breached Section 3.7(a) or Section 3.7(c), at the cost of that party; or (ii) in all other cases, at the cost of TFA.

Public Offer. (a) In relation to Tranche A and Tranche C, BNP Paribas undertakes, represents and warrants to TFA as follows: (i) on behalf of TFA it has made, or it will make before the 30th day after the date of this Agreement, invitations to become a Tranche A Lender and invitations to become a Tranche C Lender under this Agreement, either: (A) in the form agreed with TFA to at least ten parties, each of whom, as at the date the relevant invitation is made, BNP Paribas’s relevant officers involved in the transaction on a day to day basis believe carries on the business of providing finance or investing or dealing in securities in the course of operating in financial markets, for the purposes of Section 128F(3A)(a)(i) of the Australian Tax Act, and each of whom has been disclosed to TFA; or (B) in an electronic form that is used by financial markets for dealing in debentures (as defined in Section 128F(9) of the Australian Tax Act) or debt interests (as defined in Sections 974-15 and 974-20 of the Income Tax Assessment Act 1997) such as Reuters or Bloomberg; (ii) at least ten of the parties to whom BNP Paribas has made or will make invitations referred to in paragraph (i)(A) are not, as at the date the invitations are made, to the knowledge of the relevant officers of BNP Paribas involved in the transaction, associates (as defined in section 128F(9) of the Australian Tax Act) of any of the others of those ten offerees; and (iii) it has not made and will not make offers or invitations referred to in paragraph (i)(A) to parties whom its relevant officers involved in the transaction on a day to day basis are aware are Offshore Associates of TFA. (b) TFA confirms that none of the potential offerees whose names were disclosed to it by BNP Paribas before the date of this Agreement were known or suspected by it to be an Offshore Associate of TFA. (c) Each Tranche A Lender and each Tranche C Lender represents and warrants to TFA that at the time it received the invitation it was carrying on a business of providing finance, or investing or dealing in securities, in the course of operating in financial markets. (d) BNP Paribas and each Lender will provide to TFA when reasonably requested by TFA any factual information in its possession or which it is reasonably able to provide to assist TFA to demonstrate that section 128F of the Australian Tax Act has been satisfied where to do so will not in BNP Paribas’s or such LenderLxxxxx’s reasonable opinion breach any law or regulation or any duty of confidence. (e) If, for any reason, the requirements of section 128F of the Australian Tax Act have not been satisfied in relation to interest payable on a Tranche A Loan or a Tranche C Loan (except to an Offshore Associate of TFA), then on request by the Administrative Agent or TFA, each party shall co-operate cooperate and take steps reasonably requested with a view to satisfying those requirements: (i) where a party breached Section 3.7(a) or Section 3.7(c), at the cost of that party; or (ii) in all other cases, at the cost of TFA.

Public Offer. (a) In relation to Tranche A and Tranche C, BNP Paribas undertakes, represents and warrants to TFA as follows: (i) on behalf of TFA it has made, or it will make before the 30th day after the date of this Agreement, invitations to become a Tranche A Lender and invitations to become a Tranche C Lender under this Agreement, either: (A) in the form agreed with TFA to at least ten parties, each of whom, as at the date the relevant invitation is made, BNP Paribas’s relevant officers involved in the transaction on a day to day basis believe carries on the business of providing finance or investing or dealing in securities in the course of operating in financial markets, for the purposes of Section 128F(3A)(a)(i) of the Australian Tax Act, and each of whom has been disclosed to TFA; or (B) in an electronic form that is used by financial markets for dealing in debentures (as defined in Section 128F(9) of the Australian Tax Act) or debt interests (as defined in Sections 974-15 and 974-20 of the Income Tax Assessment Act 1997) such as Reuters or Bloomberg; (ii) at least ten of the parties to whom BNP Paribas has made or will make invitations referred to in paragraph (i)(A) are not, as at the date the invitations are made, to the knowledge of the relevant officers of BNP Paribas involved in the transaction, associates (as defined in section 128F(9) of the Australian Tax Act) of any of the others of those ten offerees; and (iii) it has not made and will not make offers or invitations referred to in paragraph (i)(A) to parties whom its relevant officers involved in the transaction on a day to day basis are aware are Offshore Associates of TFA. (b) TFA confirms that none of the potential offerees whose names were disclosed to it by BNP Paribas before the date of this Agreement were known or suspected by it to be an Offshore Associate of TFA. (c) Each Tranche A Lender and each Tranche C Lender represents and warrants to TFA that at the time it received the invitation it was carrying on a business of providing finance, or investing or dealing in securities, in the course of operating in financial markets. (d) BNP Paribas and each Lender will provide to TFA when reasonably requested by TFA any factual information in its possession or which it is reasonably able to provide to assist TFA to demonstrate that section 128F of the Australian Tax Act has been satisfied where to do so will not in BNP Paribas’s or such Lender’s reasonable opinion breach any law or regulation or any duty of confidence. (e) If, for any reason, the requirements of section 128F of the Australian Tax Act have not been satisfied in relation to interest payable on a Tranche A Loan or a Tranche C Loan (except to an Offshore Associate of TFA), then on request by the Administrative Agent or TFA, each party shall co-operate and take steps reasonably requested with a view to satisfying those requirements: (i) where a party breached Section 3.7(a) or Section 3.7(c), at the cost of that party; or (ii) in all other cases, at the cost of TFA.. 61 Toyota – Three Year Credit

Public Offer. (a) In relation to Tranche A and Tranche C, BNP Paribas undertakes, represents and warrants to TFA as follows: (i) on behalf of TFA it has made, or it will make before the 30th day after the date of this Agreement, invitations to become a Tranche A Lender and invitations to become a Tranche C Lender under this Agreement, either: (A) in the form agreed with TFA to at least ten parties, each of whom, as at the date the relevant invitation is made, BNP Paribas’s relevant officers involved in the transaction on a day to day basis believe carries on the business of providing finance or investing or dealing in securities in the course of operating in financial markets, for the purposes of Section 128F(3A)(a)(i) of the Australian Tax Act, and each of whom has been disclosed to TFA; or (B) in an electronic form that is used by financial markets for dealing in debentures (as defined in Section 128F(9) of the Australian Tax Act) or debt interests (as defined in Sections 974-15 and 974-20 of the Income Tax Assessment Act 1997) such as Reuters or Bloomberg; (ii) at least ten of the parties to whom BNP Paribas has made or will make invitations referred to in paragraph (i)(A) are not, as at the date the invitations are made, to the knowledge of the relevant officers of BNP Paribas involved in the transaction, associates (as defined in section 128F(9) of the Australian Tax Act) of any of the others of those ten offerees; and (iii) it has not made and will not make offers or invitations referred to in paragraph (i)(A) to parties whom its relevant officers involved in the transaction on a day to day basis are aware are Offshore Associates of TFA. (b) TFA confirms that none of the potential offerees whose names were disclosed to it by BNP Paribas before the date of this Agreement were known or suspected by it to be an Offshore Associate of TFA. (c) Each Tranche A Lender and each Tranche C Lender represents and warrants to TFA that at the time it received the invitation it was carrying on a business of providing finance, or investing or dealing in securities, in the course of operating in financial markets.. 63 Toyota - 364 Day Credit Agreement (d) BNP Paribas and each Lender will provide to TFA when reasonably requested by TFA any factual information in its possession or which it is reasonably able to provide to assist TFA to demonstrate that section 128F of the Australian Tax Act has been satisfied where to do so will not in BNP Paribas’s or such Lender’s reasonable opinion breach any law or regulation or any duty of confidence. (e) If, for any reason, the requirements of section 128F of the Australian Tax Act have not been satisfied in relation to interest payable on a Tranche A Loan or a Tranche C Loan (except to an Offshore Associate of TFA), then on request by the Administrative Agent or TFA, each party shall co-operate and take steps reasonably requested with a view to satisfying those requirements: (i) where a party breached Section 3.7(a) or Section 3.7(c), at the cost of that party; or (ii) in all other cases, at the cost of TFA.