Common use of Substitution Clause in Contracts

Substitution. The Sponsor may at its option (subject to the conditions set forth below) substitute at any time, and from time to time, one or more issues (but not more than two issues with respect to each Released Asset (defined below)) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a “Substitute Asset”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is met: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion); (b) F▇▇▇▇▇▇ Mac shall have been provided by the Servicer (or otherwise) all applicable third party reports required pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey of the Substitute Property, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor shall pay all out of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with such substitution; (d) The Substitute Property shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%; (i) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.

Substitution. 25.1 The Sponsor relevant Issuer, or any previously substituted company, may at its option (subject to the conditions set forth below) substitute at any time, without the consent of the Noteholders or the Couponholders, substitute for itself as principal debtor under the Notes and from time to timethe Coupons, one the Guarantor (where the relevant Issuer is not the Guarantor) or more issues a Subsidiary of the Guarantor (but not more than two issues with respect to each Released Asset (defined below)the "Substitute") of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (eachin the manner specified in this Agreement, a “Substitute Asset”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that no payment in respect of the Notes or the Coupons is at the relevant time overdue. The substitution shall be made by a deed poll (the "Deed Poll"), to be substantially in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset form set out in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereofSchedule 11 hereto, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is metmay take place only if: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria shall have become party to this Agreement mutatis mutandis, as if it had been an original party thereto and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality shall enter into a deed of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of covenant on the same type terms as the Released Project)Deed of Covenant, the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion)mutatis mutandis; (b) F▇▇▇▇▇▇ Mac shall the Substitute shall, by means of the Deed Poll, agree to indemnify each Noteholder, and Couponholder against any withholding, tax, duty, assessment or governmental charge which is imposed on it by (or by any authority in or of) the jurisdiction of the country of the Substitute's residence for tax purposes and/or, if different, of its incorporation with respect to any Note, Coupon or deed of covenant and which would not have been provided by so imposed had the Servicer (substitution not been made, as well as against any withholding, tax, duty, assessment or otherwise) all applicable third party reports required pursuant to the Guide governmental charge, and any cost or otherwise required by F▇▇▇▇▇▇ Macexpense, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey of the Substitute Property, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor shall pay all out of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with such substitution; (d) The Substitute Property shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior relating to the substitution; (hc) The ratio of where the unpaid principal balance Substitute is not the Guarantor, the obligations of the Substitute Asset under the Deed Poll, the Agency Agreement, the Deed of Covenant, the Notes and the Coupons (together, the "Documents") shall be unconditionally and irrevocably guaranteed by the Guarantor substantially in the form of the guarantee contained in the Deed Poll; (d) all action, conditions and things required to be taken, fulfilled and done (including the value obtaining of any necessary consents) to ensure that the Deed Poll, the Agency Agreement, the deed of covenant, the Notes, and Coupons, mutatis mutandis represent legal, valid, binding and enforceable obligations of the Substitute Property and in the case of the Deed Poll of the Guarantor have been taken, fulfilled and done and are in full force and effect; (e) where the “Loan Substitute is incorporated, domiciled or resident for taxation purposes in a territory other than Sweden or the Netherlands, the Documents shall contain a covenant and/or such other provisions as may be necessary to Value Ratio” ensure that each Holder has the benefit of a covenant in terms corresponding to the provisions of Condition 8 (Taxation) with the substitution of the references Sweden or “LTV”the Netherlands, as applicable, with references to the territory in which the Substitute is incorporated, domiciled and/or resident for taxation purposes; (f) at the time Substitute, if incorporated in a jurisdiction other than England, shall have appointed an agent to receive, for and on its behalf, service of process in any Proceedings (as defined in Condition 19(b) (Submission to Jurisdiction)) in England; (g) each listing authority and stock exchange (if any) on which the Notes are then admitted to listing or trading shall have confirmed that, following the proposed substitution, the Notes will be admitted to listing or trading by such listing authority or stock exchange (h) a copy of legal opinions, subject to customary assumptions and qualifications, addressed to Essity and the Substitute, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodologyapplicable, is less than or equal shall have been delivered to the lesser Agent from a lawyer or firm of lawyers (a) in the jurisdiction of incorporation of the Substitute, to the effect that the Substitute has the capacity and authority to enter into the Documents and perform the obligations set out therein, and has obtained all necessary corporate or other approvals to assume all such obligations; (b) in the jurisdiction of incorporation of Essity to the effect that it has the capacity and authority to enter into a deed of guarantee and perform the obligations set out therein, and has obtained all necessary corporate or other approvals to assume all such obligations, if a guarantee is required pursuant to (ii) above, and (c) in England to the effect that the Documents and the deed of guarantee, if applicable, (to the extent to which each is a party) constitute legal, valid, binding and enforceable obligations of the Substitute and/or Essity, as applicable; and (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac relevant Issuer shall have given at least 14 days' prior notice in accordance with its then existing underwriting methodology and Condition 14 (Notices) of such substitution to the Noteholders stating that copies, or, pending execution, the agreed text, of all documents in all events relation to the Loan substitution which are referred to Value Ratio does not exceed 85%; (i) The ratio above, or which might otherwise reasonably be regarded as material to Noteholders, will be available for inspection at the specified office of each of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as Paying Agents. 25.2 Any substitution of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect Issuer will be subject to such Substitute Asset during satisfying each Paying Agents' customer acquisition due diligence procedures. 25.3 References in Condition 10 (Events of Default) to obligations under the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts Notes shall be paid on or prior deemed to include obligations under the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposesDeed Poll. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.

Substitution. The Sponsor may at its option (If and whenever the Company shall be required or permitted to subject any additional Property to the conditions set forth below) substitute at any time, and from time to time, one or more issues (but Lien of this Pledge Agreement that is not more than two issues with respect to each Released Asset (defined below)) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a “Substitute Asset”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset already so subject pursuant to any provision of this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) Pledge Agreement or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Master Sub- License Agreement in accordance with or the terms thereof, if each of the following conditions is met: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is locatedIndenture, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion); (b) F▇▇▇▇▇▇ Mac shall have been provided by the Servicer (or otherwise) all applicable third party reports required pursuant Company will furnish to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate Collateral Agent the proposed Substitute Property including but not limited tofollowing: (i) An environmental report on a Supplemental Pledge Agreement duly executed by the proposed Substitute Company, appropriately describing, identifying and locating such Property in all respects reasonably satisfactory or the location that is to F▇▇▇▇▇▇ Macbecome a Designated Location and specifically subjecting the same to the Lien of this Pledge Agreement; (ii) An engineering report on in the proposed Substitute case of Spare Parts, cash, Investment Securities or Property in all respects reasonably satisfactory being subjected to F▇▇▇▇▇▇ Mac;the Lien of this Pledge Agreement, an Opinion of Counsel, dated the date of execution of said Supplemental Pledge Agreement, stating that: (iii1) A survey said Supplemental Pledge Agreement: (a) has been duly authorized, executed and delivered by the Company, and (b) except in the case of a Supplemental Pledge Agreement relating to Pledged Spare Parts, validly subjects to the Lien of this Pledge Agreement under applicable Federal and State laws all the right, title and interest of the Substitute PropertyCompany in and to the Property specifically described in said Supplemental Pledge Agreement, or in the case of a Supplemental Pledge Agreement relating to Pledged Spare Parts, validly subjects to the Lien of this Pledge Agreement under applicable Federal and State laws all respects reasonably satisfactory the right, title and interest of the Company in and to F▇▇▇▇▇▇ Macsuch of the Pledged Spare Parts described in said Supplemental Pledge Agreement as may from time to time be situated at the Designated Locations within the United States, and only while so situated; and (iv2) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor shall pay all out of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with such substitution; (d) The Substitute Property shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac said Supplemental Pledge Agreement has been duly filed for recording in accordance with its then current underwriting methodologythe provisions of the Federal Aviation Act, and either: (a) is less than not required to be filed or equal recorded in any other place within the United States in order to perfect and preserve the lesser Lien of this Pledge Agreement under the laws of the United States on (i) except in the loan case of a Supplemental Pledge Agreement relating to value ratio of Pledged Spare Parts, the Released Project as of the Closing Date Property specifically described in said Supplemental Pledge Agreement, or (ii) in the loan case of a Supplemental Pledge Agreement relating to value ratio of Pledged Spare Parts, Spare Parts described in said Supplemental Pledge Agreement as may from time to time be situated at the Released Project as of Designated Locations within the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology United States, and in all events the Loan to Value Ratio does not exceed 85%; (i) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project only while so situated; or (iib) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar monthsif any such other filing or recording shall be required that said filing or recording has been accomplished in such other manner and places, calculated which shall be specified in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery such Opinion of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%Counsel, as determined by F▇▇▇▇▇▇ Mac, in addition are necessary to perfect and preserve the Substitute Asset meeting all other substitution requirements; (k) No Event Lien of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate this Pledge Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.

Substitution. The Sponsor Subject to Section 12.07 below, Tenant shall have the right to substitute like-kind assets for the Property Locations; provided, however, that (1) Tenant shall not have any such substitution right if the substitution of any Property Location would cause Landlord to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as the same may at its option (subject to the conditions set forth below) substitute at any time, and be amended from time to timetime (the “Code”) or such substituted like-kind asset is not “real property” under Section 856 of the Code, one and (2) Landlord may irrevocably elect to retain the Property Locations that Tenant requests for substitution. If Tenant elects to conduct a substitution such that another unencumbered property location or more issues locations (but not more than two issues with respect to each Released Asset (defined below)) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a the “Substitute AssetProperty”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be is substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is metProperty Location being released: (a) The Substitute Property meets all of F▇▇▇▇▇▇ MacTenant shall reimburse Landlord for substitution fees, costs and expenses (including without limitation, fees and expenses related to legal opinions) charged by Landlord’s then applicable underwriting criteria, program, policy Mortgagee and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion); (b) F▇▇▇▇▇▇ Mac shall have been provided by the Servicer (or otherwise) all applicable third party reports required pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey of the Substitute Property, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor shall pay all out of other out-of-pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs reasonably and expenses of outside counsel actually incurred by Landlord in connection with such substitution; (db) Subject to the requirements set forth in this Section 12.05, Landlord covenants that it shall provide Tenant with such cooperation as Tenant may reasonably request to qualify any exercise by Tenant of a substitution right under this Section 12.05 as a transaction qualifying under Section 1031 of the Code;, provided, however, that (i) Landlord shall not be obligated to pay, suffer or incur any additional expenses or liabilities as a result of cooperating in Tenant’s exchange and Landlord shall not be obligated to acquire any other real property in connection with Tenant’s exchange; (ii) Landlord shall not have any liability to Tenant for failure of the exchange to qualify under the Code; (iii) except as otherwise expressly provided in this Lease, any assignment(s) made by Tenant in connection with such exchange shall not relieve Tenant of its obligations under this Lease; and (iv) the completion of one or more tax-deferred exchanges is not a condition to the performance by Tenant of the obligations of Tenant set forth in this Lease; and (c) The substitution shall comply with the substitution requirements, if any, of Landlord’s Mortgagee related to substitution, as well as the following: (i) the Substitute Property shall be made subject to satisfactory inspection by F▇▇▇▇▇▇ Macthis Lease with no decline in Base Rent or any other Rent due hereunder; (eii) The underlying bond documents related to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the appraised value of the Substitute Property (shall be equal to or greater than the “Loan to Value Ratio” or “LTV”) at the time appraised value of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal Property Location being released (each such appraisal having been prepared within one hundred eighty (180) days prior to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%substitution date); (iiii) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is shall have a store level profitability equal to or greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as store level profitability of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%Location being released; (jiv) If to the proposed Substitute Asset is extent required by its Mortgagee, Landlord shall have obtained (A) the written consent of its Mortgagee to such substitution, and (B) confirmation from each statistical rating agency that has assigned a custodial receipt relating rating to securities sold in any Securitization in which any loan related to a series bonds and/or a mortgaged project Mortgage has been included that would such Substitute Property shall not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for result in the delivery downgrade, withdrawal or qualification of the bonds into a custodial receipt arrangement, the DCR/LTV of any securities backed by such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirementsrespective loan; (kv) No Event of no Default shall exist under this Lease has occurred and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month periodis continuing; (lvi) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per Property Location being substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices thereforreleased from this Lease; (mvii) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(sProperty, Landlord and its Mortgagee shall have received an engineering report and an environmental report, dated not more than one hundred eighty (180) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition days prior to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the proposed date of substitution; (n) The Sponsor , acceptable to Landlord and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated herebyits Mortgagee; and (oviii) F▇▇▇▇▇▇ Mac Landlord shall have received an opinion officer’s certificate of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to Tenant certifying that the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership square footage of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac complies with the provisions in its sole discretionSection 12.07 hereof, along with square footage calculations in support thereof.

Substitution. The Sponsor Issuer may at its option (subject to any time without the conditions set forth below) substitute at any time, and from time to time, one or more issues (but not more than two issues with respect to each Released Asset (defined below)) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a “Substitute Asset”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale consent of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for Holders substitute in accordance with its stead any other company as principal debtor (the foregoing sentence (each, a “Released Asset”"Substituted Debtor") shall be released in respect of all obligations arising from the Series Certificate Agreement in accordance with the terms thereofNotes, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is metif: (a) The Substitute Property meets the Substituted Debtor assumes any and all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteriaobligations, programand succeeds to any and all rights, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac Issuer arising from or in considering connection with the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion)Notes; (b) F▇▇▇▇▇▇ Mac shall the Issuer and the Substituted Debtor have been provided obtained all necessary authorizations and may transfer to the Paying Agent all amounts in U.S.$ required for the performance of the payment obligations arising from or in connection with the Notes without being obliged to deduct or withhold any amount of taxes or other duties of whatever nature levied by the Servicer (country or otherwise) all applicable third party reports required pursuant to countries in which the Guide Substituted Debtor has its domicile or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate tax residence which exceeds at the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey time of the Substitute Propertyeffectiveness of such substitution the amount of taxes or duties, if any, levied by withholding or deduction by the country or countries in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (iv) An appraisal on which the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ MacIssuer has its domicile or tax residence; (c) Sponsor shall pay all out the Substituted Debtor has agreed to indemnify and hold harmless each Holder against any stamp duties imposed on such Holder in respect of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with such substitution; (d) The Substitute Property shall be subject the Issuer irrevocably and unconditionally guarantees in favor of each Holder the payment of all sums payable by the Substituted Debtor in respect of the Notes on terms equivalent to satisfactory inspection by F▇▇▇▇▇▇ Macthe terms of the form of the guarantee in respect of the Notes of the Issuer set out in the Agency Agreement; (e) The underlying bond documents related the Holders will not lose as a result of such substitution the benefit of the guarantee obligation pursuant to Article 5 Section 2 of the Substitute Property meet F▇▇▇▇▇▇ Mac’s thenAct Concerning Landeskreditbank Baden-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; Wurttemberg - Forderbank (f) Unless waived by F▇▇▇▇▇▇ Macthe "Act"), the terms maintenance obligation of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms State of Baden-Wurttemberg pursuant to Article 5 Section 1 of the Released Asset; (g) After giving effect to such substitution, Act and the geographic concentration explicit guarantee of the Mortgaged Properties is not greater than that prior State of Baden-Wurttemberg pursuant to the substitution; (h) The ratio Article 5 Section 3 of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) Act, in each case with such contents as are prevailing at the time of the proposed effectiveness of such substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio an obligation of the Released Project as State of Baden-Wurttemberg or the Closing Date Federal Republic of Germany ("Germany") which is equivalent thereto and which may have replaced such guarantee obligation, maintenance obligation or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%;guarantee; and (if) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior delivered to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received Registrar an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac lawyers of recognised standing to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposessubparagraphs (a) - (e) above have been satisfied. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.

Substitution. The Sponsor may at its option (subject to the conditions set forth below) substitute at any time, and from time to time, one or more issues (but not more than two issues with respect to each Released Asset (defined below)) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a “Substitute Asset”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is met: (a) The Substitute Property meets Issuer and the Guarantor may, without the consent of the Noteholders, the Receiptholders or Couponholders, effect the substitution (I) in place of the Issuer or the Guarantor (or of any previous substitute under this Condition) of any successor company of the Issuer or the Guarantor as the principal debtor under the Notes, the Receipts, the Coupons and the Note Issuance Agreement or, as the case may be, as guarantor of payments and deliveries by the Issuer under the Notes, the Receipts, the Coupons and the Note Issuance Agreement or (II) in place of the Issuer (or of any previous substitute under this Condition) of any wholly-owned Subsidiary of the Issuer or any successor company as the principal debtor under the Notes, the Receipts, the Coupons and the Note Issuance Agreement, subject to: (i) (in the case of substitution of such a Subsidiary or of any successor company of the Issuer) the Notes being unconditionally and irrevocably guaranteed by the Guarantor or any successor company; (ii) the substitute by deed poll agreeing to be bound by the provisions of the Note Issuance Agreement and assuming liability for the due and punctual payment and/or delivery of all amounts due in respect of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteriathe Notes, programReceipts or Coupons or the Guarantee (as the case may be); (iii) (without prejudice to the generality of (ii) above) where the substitute is incorporated, policy domiciled or resident in, or subject generally to the taxing jurisdiction of, a territory other than or in addition to (in the case of a substitution in place of the Issuer) the Cayman Islands or (in the case of a substitution in place of the Guarantor) the United States of America or any political sub-division thereof or any authority or agency thereof or therein having power to tax, undertakings or covenants being given in the above-mentioned deed poll by the substitute in terms corresponding to the provisions of Condition 8 with the substitution for (or, as the case may be, the addition to) the references to the Cayman Islands or the United States of America of references to that other or additional territory in which the substitute is incorporated, domiciled or resident or to whose taxing jurisdiction it is subject and documentation requirements unless waived (where applicable) Condition 7(b) shall be modified accordingly; and (iv) no amount due in writing by F▇▇▇▇▇▇ Macrespect of any Notes being at the relevant time overdue. In furtherance and not the case of a consolidation, merger, sale, lease or conveyance permitted by Condition 18 the substitution in limitation place of the foregoingIssuer and/or the Guarantor, F▇▇▇▇▇▇ Mac in considering as the eligibility case may be, (or any previous substitute under this Condition) of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration company referred to in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which Condition 18 shall be permitted notwithstanding conditions (i) to (iv) (inclusive) of the same type as the Released Projectthis paragraph (a), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion);. (b) F▇▇▇▇▇▇ Mac shall have been provided by the Servicer (or otherwise) all applicable third party reports required Any substitution pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: paragraph (ia) An environmental report of this Condition shall be binding on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey of the Substitute PropertyNoteholders, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor shall pay all out of pocket fees Receiptholders and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs Couponholders and expenses of outside counsel in connection with such substitution; (d) The Substitute Property shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related notified to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, Noteholders as determined by F▇▇▇▇▇▇ Mac soon as practicable in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%; (i) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposesCondition 15. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.

Substitution. The Sponsor may at its option Issuer (subject to the conditions set forth “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the relevant Noteholders or Couponholders, substitute at the Parent or any timesubsidiary of the Parent (including TFS) in place of the Issuer as the principal debtor under the Notes, the relative Coupons, the Agency Agreement and from time to time, one or more issues (but not more than two issues with respect to each Released Asset in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (defined below)in the case of Registered Notes issued by Toyota Motor Credit Corporation) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds the TMCC Note Agency Agreement (each, a the “Substitute AssetIssuer”) for provided that: (a) in the case of the substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, a Credit Support Agreement, in the case of a subsidiary of TFS, between such subsidiary and TFS being entered into, and the TMC Credit Support Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the TMC Credit Support Agreement, respectively and, in the case of a subsidiary of the Parent (and not being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the TMC Credit Support Agreement; (b) a deed poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall be executed by the Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the substitution (the “Substitution Documents”) and (without limiting the generality of the foregoing) under which (i) an Enhanced Custodial Receipt the Substitute Issuer shall undertake in favour of the relevant Noteholders and Couponholders to be bound by the terms and conditions of the relevant Notes and Coupons, the provisions of the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the provisions of the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the provisions of the TMCC Note Agency Agreement, as fully as if there exists with the Substitute Issuer had been named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, as the principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, in place of the Retiring Issuer; and (ii) the Retiring Issuer shall be released from its obligations as principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (c) without prejudice to the underlying Custodian-Held Bonds generality of paragraph (b) above, where the Substitute Issuer is subject generally to a Bond Event of Default (provided that taxing jurisdiction differing from or in addition to the taxing jurisdiction to which the Retiring Issuer for which it shall have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the event Substitution Documents in terms corresponding to the Bond Event provisions of Default arises Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject of references to the taxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, as the case may be, is subject and in such case, Condition 7 shall be deemed to be modified accordingly when such substitution takes effect; (d) the Substitution Documents shall contain a warranty and representation (i) that the Substitute Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by the Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) any credit rating obtained by the Retiring Issuer from a payment default nationally recognised statistical rating organisation which applies to the relevant Notes will not be downgraded as a result of the substitution; (f) each stock exchange on which the underlying Custodian-Held Bond relevant Notes are admitted to trading shall have confirmed that, following the Sponsor may only request release proposed substitution of the Substitute Issuer, such Enhanced Custodial Receipt Notes will continue to be admitted to trading on such stock exchange; (g) where the Substitute Issuer is not a company incorporated in the United Kingdom, the Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the relevant Notes and provide Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (h) in the case of substitution of TCCI or a Canadian subsidiary of the Parent (“Canadian Replacement Subsidiary”) in place of the Retiring Issuer, no withholding or other taxes will be payable or required to be withheld by any such Substitute Asset pursuant to this Section 3.19 if such payment default causes Issuer other than in respect of a holder of the Enhanced Custodial Receipts to relevant Notes and Coupons that: (i) does not receive full and current paymentdeal at arm’s length (within the meaning of the Income Tax Act (Canada)) with TCCI or the Canadian Replacement Subsidiary (as applicable) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default existsis, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection does not deal at arm’s length with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (eachany person who is, a “Released Asset”) shall be released from specified shareholder” of TCCI or the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is met: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating Canadian Replacement Subsidiary (as determined by F▇▇▇▇▇▇ Macapplicable) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion); (b) F▇▇▇▇▇▇ Mac shall have been provided by the Servicer (or otherwise) all applicable third party reports required pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey purposes of the Substitute Property, thin capitalisation rules in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and the Income Tax Act (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor shall pay all out of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with such substitution; (d) The Substitute Property shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%Canada); (i) The ratio legal opinions shall have been delivered to the Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Retiring Issuer are incorporated and in England confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations of the net operating income Substitute Issuer and the annual debt service relevant Notes and Coupons, the Agency Agreement and (in the “Debt Service Coverage” or “DCR”case of Registered Notes issued by Toyota Credit Canada Inc.) for the TCCI Note Agency Agreement and in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, are legal, valid and binding obligations of the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated Issuer enforceable in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodologytheir terms; and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, is greater than or equal in the event any Credit Support Agreements are entered into under paragraph (a) above, confirming that any such Credit Support Agreements constitute legal, valid and binding obligations of the Parent, TFS and the Substitute Issuer, as the case may be, enforceable in accordance with its terms; and (j) in connection with any such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the greater consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Retiring Issuer, the Agent, (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent, (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. Upon execution of the Substitution Documents as referred to in paragraph (b) above, (i) the Debt Service Coverage for Substitute Issuer shall be the Released Project relevant Issuer named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement) as principal debtor in place of the Closing Date for Retiring Issuer and the Released Project or relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, shall thereby be deemed to be amended to give effect to the substitution of the Substitute Issuer as principal debtor; and (ii) the current Debt Service Coverage for Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor in respect of the Released Project for relevant Notes and Coupons, the prior twelve Agency Agreement and (12in the case of Registered Notes issued by Toyota Credit Canada Inc.) calendar months, calculated the TCCI Note Agency Agreement and (in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed the case of Registered Notes issued by F▇▇▇▇▇▇ Mac in determining Toyota Motor Credit Corporation) the Debt Service Coverage for TMCC Note Agency Agreement. With effect on and from the time of the substitution of the Substitute Property Issuer in place of the Retiring Issuer: (A) the Retiring Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant Notes and in all events the Debt Service Coverage is not less than 1.15%Coupons; (jB) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for Issuer has rights which the delivery Retiring Issuer had in respect of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds relevant Notes and mortgaged project prior Coupons (in each case subject to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; paragraph (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(ic) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby); and (oC) F▇▇▇▇▇▇ Mac the Substitute Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring Issuer had in respect of the relevant Notes and Coupons. The Substitution Documents shall have received an opinion be deposited with and held by the Agent and (in the case of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac Registered Notes issued by Toyota Credit Canada Inc.) copied to the TCCI Registrar and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) copied to the TMCC Registrar, for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement, or in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents. Within 14 days of a substitution taking effect that under this Condition 14, the Retiring Issuer shall give notice of such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac relevant Noteholders in its sole discretionaccordance with Condition 16.

Substitution. The Sponsor may at its option Issuer (subject to the conditions set forth “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the relevant Noteholders or Couponholders, substitute at the Parent or any timesubsidiary of the Parent (including TFS) in place of the Issuer as the principal debtor under the Notes, the relative Coupons, the Agency Agreement and from time to time, one or more issues (but not more than two issues with respect to each Released Asset in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (defined below)in the case of Registered Notes issued by Toyota Motor Credit Corporation) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds the TMCC Note Agency Agreement (each, a the “Substitute AssetIssuer”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is metthat: (a) The Substitute Property meets all in the case of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteriathe substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, programa Credit Support Agreement, policy in the case of a subsidiary of TFS, between such subsidiary and documentation requirements unless waived TFS being entered into, and the TMC Credit Support Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the TMC Credit Support Agreement, respectively and, in writing by F▇▇▇▇▇▇ Mac. In furtherance the case of a subsidiary of the Parent (and not in limitation being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion)TMC Credit Support Agreement; (b) F▇▇▇▇▇▇ Mac a deed poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall have been provided be executed by the Servicer (or otherwise) all applicable third party reports required pursuant Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole substitution (the “Substitution Documents”) and absolute discretion, to evaluate (without limiting the proposed Substitute Property including but not limited to: generality of the foregoing) under which (i) An environmental report on the proposed Substitute Property Issuer shall undertake in all respects reasonably satisfactory favour of the relevant Noteholders and Couponholders to F▇▇▇▇▇▇ Mac; be bound by the Terms and Conditions and Coupons, the provisions of the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the provisions of the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the provisions of the TMCC Note Agency Agreement, as fully as if the Substitute Issuer had been named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, as the principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, in place of the Retiring Issuer; and (ii) An engineering report on the proposed Substitute Property Retiring Issuer shall be released from its obligations as principal debtor in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey respect of the Substitute Propertyrelevant Notes and Coupons, the Agency Agreement and (in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (ivin the case of Registered Notes issued by Toyota Motor Credit Corporation) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ MacTMCC Note Agency Agreement; (c) Sponsor without prejudice to the generality of paragraph (b) above, where the Substitute Issuer is subject generally to a taxing jurisdiction differing from or in addition to the taxing jurisdiction to which the Retiring Issuer for which it shall pay all out have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the Substitution Documents in terms corresponding to the provisions of pocket fees Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject of references to the taxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, as the case may be, is subject and expenses of F▇▇▇▇▇▇ Macin such case, including the reasonable costs and expenses of outside counsel in connection with Condition 7 shall be deemed to be modified accordingly when such substitutionsubstitution takes effect; (d) The the Substitution Documents shall contain a warranty and representation (i) that the Substitute Property shall be subject to satisfactory inspection Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by F▇▇▇▇▇▇ Macthe Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) The underlying bond documents related any credit rating obtained by the Retiring Issuer from a nationally recognised statistical rating organisation which applies to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Macrelevant Notes will not be downgraded as a result of the substitution; (f) Unless waived by F▇▇▇▇▇▇ Maceach stock exchange on which the relevant Notes are admitted to trading shall have confirmed that, following the terms proposed substitution of the Substitute AssetIssuer, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Assetsuch Notes will continue to be admitted to trading on such stock exchange; (g) After giving effect to such substitutionwhere the Substitute Issuer is not a company incorporated in the United Kingdom, the geographic concentration Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Mortgaged Properties is not greater than that prior to relevant Notes and Coupons, the substitutionAgency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (h) The ratio in the case of substitution of Toyota Credit Canada Inc. or a Canadian subsidiary of the unpaid principal balance Parent (“Canadian Replacement Subsidiary”) in place of the Retiring Issuer, no withholding or other taxes will be payable or required to be withheld by any such Substitute Asset to the value Issuer other than in respect of a holder of the Substitute Property (the “Loan to Value Ratio” relevant Notes or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of Coupons that: (i) does not deal at arm’s length (within the loan to value ratio meaning of the Released Project Income Tax Act (Canada)) with Toyota Credit Canada Inc. or the Canadian Replacement Subsidiary (as of the Closing Date or applicable), (ii) the loan to value ratio is a “specified entity” (as defined in proposed subsection 18.4(1) of the Released Project Income Tax Act (Canada) contained in proposals to amend such Act released on 29 April 2022) in respect of Toyota Credit Canada Inc. or the Canadian Replacement Subsidiary (as applicable) or (iii) is, or does not deal at arm’s length with any person who is, a “specified shareholder” of Toyota Credit Canada Inc. or the Canadian Replacement Subsidiary (as applicable) for the purposes of the date of thin capitalisation rules in the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%Income Tax Act (Canada); (i) The ratio legal opinions shall have been delivered to the Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Retiring Issuer are incorporated and in England confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations of the net operating income Substitute Issuer and the annual debt service relevant Notes and Coupons, the Agency Agreement and (in the “Debt Service Coverage” or “DCR”case of Registered Notes issued by Toyota Credit Canada Inc.) for the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, are legal, valid and binding obligations of the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated Issuer enforceable in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodologytheir terms; and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, is greater than or equal in the event any Credit Support Agreements are entered into under paragraph (a) above, confirming that any such Credit Support Agreements constitute legal, valid and binding obligations of the Parent, TFS and the Substitute Issuer, as the case may be, enforceable in accordance with its terms; and (j) in connection with any such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the greater consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Retiring Issuer, the Agent, (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent, (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. Upon execution of the Substitution Documents as referred to in paragraph (b) above, (i) the Debt Service Coverage for Substitute Issuer shall be the Released Project Issuer named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement as principal debtor in place of the Closing Date for Retiring Issuer and the Released Project or relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, shall thereby be deemed to be amended to give effect to the substitution of the Substitute Issuer as principal debtor; and (ii) the current Debt Service Coverage for Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor in respect of the Released Project for relevant Notes and Coupons, the prior twelve Agency Agreement and (12in the case of Registered Notes issued by Toyota Credit Canada Inc.) calendar months, calculated the TCCI Note Agency Agreement and (in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed the case of Registered Notes issued by F▇▇▇▇▇▇ Mac in determining Toyota Motor Credit Corporation) the Debt Service Coverage for TMCC Note Agency Agreement. With effect on and from the time of the substitution of the Substitute Property Issuer in place of the Retiring Issuer: (A) the Retiring Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant Notes and in all events the Debt Service Coverage is not less than 1.15%Coupons; (jB) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for Issuer has rights which the delivery Retiring Issuer had in respect of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds relevant Notes and mortgaged project prior Coupons (in each case subject to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; paragraph (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(ic) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby); and (oC) F▇▇▇▇▇▇ Mac the Substitute Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring Issuer had in respect of the relevant Notes and Coupons. The Substitution Documents shall have received an opinion be deposited with and held by the Agent and (in the case of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac Registered Notes issued by Toyota Credit Canada Inc.) copied to the TCCI Registrar and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) copied to the TMCC Registrar, for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents. Within 14 days of a substitution taking effect that under this Condition 14, the Retiring Issuer shall give notice of such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac relevant Noteholders in its sole discretionaccordance with Condition 16.

Substitution. The Sponsor may at its option Notwithstanding the provisions of Section 6.2 of this Agreement and of Section 7.16 of the Security Instrument, Borrower shall have the right to substitute (subject to the conditions set forth below"Substitution") substitute at any time, and from time to time, one or more issues substitution properties (but not more than two issues with respect to each Released Asset a "Substitution Property") for each Project upon the satisfaction (defined below)in the sole reasonable determination of Lender) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a “Substitute Asset”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each all of the following conditions is metprecedent and limitations: (a) The Substitute Property meets all There shall exist no Event of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation Default or condition which with the giving of notice or the foregoing, F▇▇▇▇▇▇ Mac in considering passage of time or both could constitute an Event of Default at the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination time of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion);request for a Substitution or at the time the relevant Substitution is completed. (b) F▇▇▇▇▇▇ Mac The Borrower shall have been provided by the Servicer give Lender not less than sixty (or otherwise60) all applicable third party reports required pursuant days written notice of its intent to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey of the Substitute Property, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac;seek a Substitution. (c) Sponsor shall pay all out No more than three (3) of pocket fees and expenses the Projects can be substituted by a Substitution during the term of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with such substitution;Loan. (d) The Substitute Property property to be substituted for one of the existing Projects shall: (i) satisfy Lender’s then standard underwriting criteria and shall meet all the requirements set forth in the Application/Commitment (or Lender’s then current application form) including, without limitation, satisfactory appraisals, seismic 11187841_2.doc reports, engineering reports, environmental reports, title, survey, zoning, land-use requirements and other due diligence issues; (ii) have a value and net operating income equal to or greater than the Project being substituted by the Substitution Property; and (iii) be subject to satisfactory inspection of similar or better quality, functionality and age of the Project being substituted by F▇▇▇▇▇▇ Mac;the Substitution Property, all as determined by Lender in its sole but reasonable discretion. (e) The underlying bond Borrower shall have executed and delivered to Lender: (i) deeds of trust or mortgages on the Substitution Property in recordable form subjecting the Substitution Property to a valid enforceable first lien in favor of Lender and securing the Loan, (ii) a first lien assignment of leases and rents in recordable form in favor of Lender, (iii) an environmental indemnity from Borrower and Indemnitor, and (iv) such other documents related and instruments as may be required relating to the Substitute substitution of the Substitution Property meet F▇▇▇▇▇▇ Mac’s thenfor such Project, all in form and substance reasonably acceptable to Lender. The Borrower shall also execute and deliver new deeds of trust or amendments or modifications to the current Loan Documents as may be necessary to fully encumber the Substitution Property as collateral security for the Loans and to provide that such Substitution Property and the Loan Documents delivered in connection therewith are cross-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac;collateralized and cross-defaulted with the existing Loan Documents. (f) Unless waived by F▇▇▇▇▇▇ MacAt the time it submits any written request for a Substitution hereunder, the terms Borrower shall pay to Lender a substitution fee in the amount of Ten Thousand Dollars ($10,000.00) (the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with “Substitution Fee”). Such Substitution Fee shall be non-refundable regardless of whether the terms of the Released Asset;requested Substitution is consummated. (g) After giving effect to such substitution, At the geographic concentration time of the Mortgaged Properties is not greater than that prior Substitution and as a condition thereof, (i) Fee simple title in the Substitution Property must be vested in Borrower and (ii) Borrower shall have provided to Lender all items required pursuant to Section 3 of the Application/Commitment with respect to the substitution;Substitution Property, including without limitation, an ALTA Lender’s Policy of Title Insurance (or similar policy in non-ALTA states) as outlined in Section 3.2 of the Application/Commitment, as well as new title policies and/or endorsements to the existing title policies held by Lender in connection with the existing Projects as Lender may deem reasonably necessary. (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%; (i) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in In addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitutionSubstitution Fee, Sponsor Borrower shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs any and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac Lender in connection with any Substitution, including without limitation, all legal fees, title charges, accounting and appraisal fees, whether or not the foregoingSubstitution is consummated. Such amounts shall be paid on This right of Substitution is personal to Borrower (and to any transferee or prior to the closing date successor for which there is no prohibition nor Lender consent requirement as set forth in Section 6.2 of such substitutionthis Agreement) and is not assignable nor transferable. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.11187841_2.doc

Substitution. The Sponsor may at its option (subject to the conditions set forth below) substitute at any time, and from time to time, one or more issues (but not more than two issues with respect to each Released Asset (defined below)) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a “Substitute Asset”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is met:‌ (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation Trustee may without the consent of the foregoing, F▇▇▇▇▇▇ Mac Noteholders at any time agree with the Issuer and the Guarantor to the substitution in considering the eligibility place of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in Issuer and/or the market where the Substitute Property is located, the condition and quality Guarantor (or of the Substitute Property previous substitute under this Clause) as the principal debtor or guarantor (which condition as applicable) under the Notes and quality shall not be less than this Trust Deed of any other company being a Subsidiary, holding company or Subsidiary of such holding company of the Mortgaged Property Guarantor (such substituted company being hereinafter called the New Company) provided that a trust deed is executed or some other form of undertaking is given by the New Company in form and manner satisfactory to the Trustee, agreeing to be released bound by the provisions of this Trust Deed with any consequential amendments which the Trustee may deem appropriate as fully as if the New Company had been named in this Trust Deed as the principal debtor or guarantor (the “Released Project”)), the type of Substitute Property (which shall be as applicable) in place of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to Issuer or better than the risk rating Guarantor (as determined by F▇▇▇▇▇▇ Macapplicable) for (or of the Released Projectprevious substitute under the Clause) and pool diversification (provided further that the determination Guarantor unconditionally and irrevocably guarantees all amounts payable under this Trust Deed to the satisfaction of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion);the Trustee. (b) F▇▇▇▇▇▇ Mac The following further conditions shall have been provided by the Servicer (or otherwiseapply to subclause 8.3(a) all applicable third party reports required pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to:above:‌ (i) An environmental report on the proposed Substitute Property Issuer, the Guarantor and the New Company shall comply with such other requirements as the Trustee may direct in all respects reasonably satisfactory to F▇▇▇▇▇▇ Macthe interests of the Noteholders, including, without limitation, execution by the Issuer, the Guarantor and/or New Company of such deed, documents and instruments (if any) as the Trustee may require in order that the substitution may be fully effective; (ii) An engineering report on where the proposed Substitute Property New Company is incorporated, domiciled or resident in, or subject generally to the taxing jurisdiction of, a territory other than or in addition to a Relevant Jurisdiction, then, subject to any necessary governmental approval (which the Issuer undertakes to use all respects reasonably satisfactory reasonable efforts to F▇▇▇▇▇▇ Macobtain), and unless otherwise agreed by the Trustee undertakings or covenants shall be given by the New Company in terms corresponding to the provisions of Condition 9 (Taxation) with the substitution for (or, as the case may be, the addition to) the references to the Relevant Jurisdiction of references to that other or additional territory in which the New Company is incorporated, domiciled or resident or to whose taxing jurisdiction it is subject (subject to such exceptions from that undertaking or covenant as reflect exceptions under the laws of that territory or taxing jurisdiction and as are similar in scope and effect to the exceptions set out in Condition 9 (Taxation)) and Condition 7(b) (Redemption for Tax Reasons) shall be modified accordingly so that such Condition shall make reference to that other or additional territory, and any territory, political sub-division or authority therein or thereof having the power to tax; (iii) A survey two Authorised Signatories of the Substitute PropertyNew Company (or other officers acceptable to the Trustee) shall certify in writing to the Trustee that the New Company is solvent at the time at which the relevant transaction is proposed to be effected (which certificate the Trustee may rely upon absolutely). The Trustee shall not be under any duty to have regard to the financial condition, in all respects reasonably satisfactory profits or prospects of the New Company or to F▇▇▇▇▇▇ Maccompare the same with those of the Issuer or the previous substitute under this Clause as applicable; and (iv) An appraisal the Trustee shall be entitled to refuse to approve any New Company if, pursuant to the law of the country of incorporation of the New Company, the assumption by the New Company of its obligations hereunder imposes responsibilities on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac;Trustee over and above those which have been assumed hereunder. (c) Sponsor shall pay Any such trust deed or undertaking shall, if so expressed, operate or release the Issuer or the previous substitute as aforesaid from all out of pocket fees its obligations as principal debtor under this Trust Deed. Not later than 14 days after the execution of such documents and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection compliance with such substitution; requirements, the New Company shall give notice thereof in a form previously approved by the Trustee to the Noteholders in the manner provided in Condition 17 (d) The Substitute Property Notices). Upon the execution of such documents and compliance with such requirements, the New Company shall be subject deemed to satisfactory inspection by F▇▇▇▇▇▇ Mac; be named in this Trust Deed as the principal debtor in place of the Issuer (eor in place of the previous substitute under this Clause) The underlying bond documents related under this Trust Deed and this Trust Deed shall be deemed to be modified in such manner as shall be necessary to give effect to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements above provisions and, without limitation, references in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior this Trust Deed to the substitution; (h) The ratio of Issuer shall, unless the unpaid principal balance of the Substitute Asset context otherwise requires, be deemed to be or include references to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%; (i) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposesNew Company. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.

Substitution. The Sponsor may at its option Issuer (subject to the conditions set forth “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the relevant Noteholders or Couponholders, substitute at the Parent or any timesubsidiary of the Parent (including TFS) in place of the Issuer as the principal debtor under the Notes, the relative Coupons, the Agency Agreement and from time to time, one or more issues (but not more than two issues with respect to each Released Asset in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (defined below)in the case of Registered Notes issued by Toyota Motor Credit Corporation) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds the TMCC Note Agency Agreement (each, a the “Substitute AssetIssuer”) for provided that: (a) in the case of the substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, a Credit Support Agreement, in the case of a subsidiary of TFS, between such subsidiary and TFS being entered into, and the TMC Credit Support Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the TMC Credit Support Agreement, respectively and, in the case of a subsidiary of the Parent (and not being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the TMC Credit Support Agreement; (b) a deed poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall be executed by the Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the substitution (the “Substitution Documents”) and (without limiting the generality of the foregoing) under which (i) an Enhanced Custodial Receipt the Substitute Issuer shall undertake in favour of the relevant Noteholders and Couponholders to be bound by the Terms and Conditions and Coupons, the provisions of the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the provisions of the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the provisions of the TMCC Note Agency Agreement, as fully as if there exists with the Substitute Issuer had been named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, as the principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, in place of the Retiring Issuer; and (ii) the Retiring Issuer shall be released from its obligations as principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (c) without prejudice to the underlying Custodian-Held Bonds generality of paragraph (b) above, where the Substitute Issuer is subject generally to a Bond Event of Default (provided that taxing jurisdiction differing from or in addition to the taxing jurisdiction to which the Retiring Issuer for which it shall have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the event Substitution Documents in terms corresponding to the Bond Event provisions of Default arises Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject of references to the taxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, as the case may be, is subject and in such case, Condition 7 shall be deemed to be modified accordingly when such substitution takes effect; (d) the Substitution Documents shall contain a warranty and representation (i) that the Substitute Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by the Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) any credit rating obtained by the Retiring Issuer from a payment default nationally recognised statistical rating organisation which applies to the relevant Notes will not be downgraded as a result of the substitution; (f) each stock exchange on which the underlying Custodian-Held Bond relevant Notes are admitted to trading shall have confirmed that, following the Sponsor may only request release proposed substitution of the Substitute Issuer, such Enhanced Custodial Receipt Notes will continue to be admitted to trading on such stock exchange; (g) where the Substitute Issuer is not a company incorporated in the United Kingdom, the Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the relevant Notes and provide Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (h) in the case of substitution of Toyota Credit Canada Inc. or a Canadian subsidiary of the Parent (“Canadian Replacement Subsidiary”) in place of the Retiring Issuer, no withholding or other taxes will be payable or required to be withheld by any such Substitute Asset pursuant to this Section 3.19 if such payment default causes Issuer other than in respect of a holder of the Enhanced Custodial Receipts to relevant Notes or Coupons that: (i) does not receive full and current paymentdeal at arm’s length (within the meaning of the Income Tax Act (Canada)) with Toyota Credit Canada Inc. or the Canadian Replacement Subsidiary (as applicable) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default existsis, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection does not deal at arm’s length with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (eachany person who is, a “Released Asset”) shall be released from specified shareholder” of Toyota Credit Canada Inc. or the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is met: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating Canadian Replacement Subsidiary (as determined by F▇▇▇▇▇▇ Macapplicable) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion); (b) F▇▇▇▇▇▇ Mac shall have been provided by the Servicer (or otherwise) all applicable third party reports required pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey purposes of the Substitute Property, thin capitalisation rules in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and the Income Tax Act (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor shall pay all out of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with such substitution; (d) The Substitute Property shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%Canada); (i) The ratio legal opinions shall have been delivered to the Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Retiring Issuer are incorporated and in England confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations of the net operating income Substitute Issuer and the annual debt service relevant Notes and Coupons, the Agency Agreement and (in the “Debt Service Coverage” or “DCR”case of Registered Notes issued by Toyota Credit Canada Inc.) for the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, are legal, valid and binding obligations of the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated Issuer enforceable in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodologytheir terms; and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, is greater than or equal in the event any Credit Support Agreements are entered into under paragraph (a) above, confirming that any such Credit Support Agreements constitute legal, valid and binding obligations of the Parent, TFS and the Substitute Issuer, as the case may be, enforceable in accordance with its terms; and (j) in connection with any such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the greater consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Retiring Issuer, the Agent, (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent, (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. Upon execution of the Substitution Documents as referred to in paragraph (b) above, (i) the Debt Service Coverage for Substitute Issuer shall be the Released Project Issuer named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement as principal debtor in place of the Closing Date for Retiring Issuer and the Released Project or relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, shall thereby be deemed to be amended to give effect to the substitution of the Substitute Issuer as principal debtor; and (ii) the current Debt Service Coverage for Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor in respect of the Released Project for relevant Notes and Coupons, the prior twelve Agency Agreement and (12in the case of Registered Notes issued by Toyota Credit Canada Inc.) calendar months, calculated the TCCI Note Agency Agreement and (in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed the case of Registered Notes issued by F▇▇▇▇▇▇ Mac in determining Toyota Motor Credit Corporation) the Debt Service Coverage for TMCC Note Agency Agreement. With effect on and from the time of the substitution of the Substitute Property Issuer in place of the Retiring Issuer: (A) the Retiring Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant Notes and in all events the Debt Service Coverage is not less than 1.15%Coupons; (jB) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for Issuer has rights which the delivery Retiring Issuer had in respect of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds relevant Notes and mortgaged project prior Coupons (in each case subject to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; paragraph (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(ic) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby); and (oC) F▇▇▇▇▇▇ Mac the Substitute Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring Issuer had in respect of the relevant Notes and Coupons. The Substitution Documents shall have received an opinion be deposited with and held by the Agent and (in the case of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac Registered Notes issued by Toyota Credit Canada Inc.) copied to the TCCI Registrar and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) copied to the TMCC Registrar, for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents. Within 14 days of a substitution taking effect that under this Condition 14, the Retiring Issuer shall give notice of such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac relevant Noteholders in its sole discretionaccordance with Condition 16.

Substitution. The Sponsor may at its option Issuer (subject to the conditions set forth “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the relevant Noteholders or Couponholders, substitute at the Parent or any timesubsidiary of the Parent (including TFS) in place of the Issuer as the principal debtor under the Notes, the relative Receipts and from time to time, one or more issues Coupons and the Agency Agreement (but not more than two issues with respect to each Released Asset (defined below)) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a the “Substitute AssetIssuer”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is metthat: (a) The Substitute Property meets all in the case of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteriathe substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, programa Credit Support Agreement, policy in the case of a subsidiary of TFS, between such subsidiary and documentation requirements unless waived TFS being entered into, and the Basic Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the Basic Agreement, respectively and, in writing by F▇▇▇▇▇▇ Mac. In furtherance the case of a subsidiary of the Parent (and not in limitation being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion)Basic Agreement; (b) F▇▇▇▇▇▇ Mac a deed poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall have been provided be executed by the Servicer (or otherwise) all applicable third party reports required pursuant Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the Guide or otherwise required by F▇▇▇▇▇▇ Macsubstitution (the “Substitution Documents”) and, in its sole and absolute discretion, to evaluate (without limiting the proposed Substitute Property including but not limited to: generality of the foregoing) under which (i) An environmental report on the proposed Substitute Property Issuer shall undertake in all respects reasonably satisfactory favour of the relevant Noteholders and Couponholders to F▇▇▇▇▇▇ Mac; be bound by the terms and conditions of the relevant Notes, Receipts and Coupons and the provisions of the Agency Agreement as fully as if the Substitute Issuer had been named in the relevant Notes, Receipts and Coupons and the Agency Agreement as the principal debtor in respect of the relevant Notes, Receipts and Coupons and the Agency Agreement in place of the Retiring Issuer; and (ii) An engineering report on the proposed Substitute Property Retiring Issuer shall be released from its obligations as principal debtor in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey respect of the Substitute Propertyrelevant Notes, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (iv) An appraisal on Receipts and Coupons and the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ MacAgency Agreement; (c) Sponsor without prejudice to the generality of paragraph (b) above, where the Substitute Issuer is subject generally to a taxing jurisdiction differing from or in addition to the taxing jurisdiction to which the Retiring Issuer for which it shall pay all out have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the Substitution Documents in terms corresponding to the provisions of pocket fees Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject of references to the taxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, as the case may be, is subject and expenses of F▇▇▇▇▇▇ Macin such case, including the reasonable costs and expenses of outside counsel in connection with Condition 7 shall be deemed to be modified accordingly when such substitutionsubstitution takes effect; (d) The the Substitution Documents shall contain a warranty and representation (i) that the Substitute Property shall be subject to satisfactory inspection Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by F▇▇▇▇▇▇ Macthe Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes, Receipts and Coupons and the Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) The underlying bond documents related any credit rating obtained by the Retiring Issuer from a nationally recognised statistical rating organisation which applies to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Macrelevant Notes will not be downgraded as a result of the substitution; (f) Unless waived by F▇▇▇▇▇▇ Maceach stock exchange on which the relevant Notes are admitted to trading shall have confirmed that, following the terms proposed substitution of the Substitute AssetIssuer, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Assetsuch Notes will continue to be admitted to trading on such stock exchange; (g) After giving effect to such substitutionwhere the Substitute Issuer is not a company incorporated in the United Kingdom, the geographic concentration Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Mortgaged Properties is not greater than that prior to relevant Notes, Receipts and Coupons and the substitutionAgency Agreement; (h) The ratio in the case of substitution of TCCI or a Canadian subsidiary of the unpaid principal balance Parent in place of the Retiring Issuer, no withholding or other taxes will be payable by any such Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%Issuer; (i) The ratio legal opinions shall have been delivered to the Agent (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Retiring Issuer are incorporated and in England confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations of the net operating income Substitute Issuer and the annual debt service (relevant Notes, Receipts and Coupons and the “Debt Service Coverage” or “DCR”) for Agency Agreement are legal, valid and binding obligations of the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated Issuer enforceable in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodologytheir terms and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, is greater than or equal in the event any Credit Support Agreements are entered into under paragraph (a) above, confirming that any such Credit Support Agreements constitute legal, valid and binding obligations of the Parent, TFS and the Substitute Issuer, as the case may be, enforceable in accordance with its terms; and (j) in connection with any such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the greater consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Retiring Issuer, the Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. Upon execution of the Substitution Documents as referred to in paragraph (b) above, (i) the Debt Service Coverage for Substitute Issuer shall be the Released Project relevant Issuer named in the relevant Notes, the Receipts and Coupons and the Agency Agreement as principal debtor in place of the Closing Date for Retiring Issuer and the Released Project or relevant Notes, Receipts and Coupons and the Agency Agreement shall thereby be deemed to be amended to give effect to the substitution of the Substitute Issuer as principal debtor and (ii) the current Debt Service Coverage for Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor in respect of the Released Project for relevant Notes, Receipts and Coupons and the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining Agency Agreement. With effect on and from the Debt Service Coverage for time of the substitution of the Substitute Property Issuer in place of the Retiring Issuer: (A) the Retiring Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant Notes, Receipts and in all events the Debt Service Coverage is not less than 1.15%Coupons; (jB) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for Issuer has rights which the delivery Retiring Issuer had in respect of the bonds into a custodial receipt arrangementrelevant Notes, the DCR/LTV of such bonds Receipts and mortgaged project prior Coupons (in each case subject to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; paragraph (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(ic) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby); and (oC) F▇▇▇▇▇▇ Mac the Substitute Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring Issuer had in respect of the relevant Notes, Receipts and Coupons. The Substitution Documents shall have received an opinion be deposited with and held by the Agent and (in the case of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac Registered Notes) copied to the Registrar for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of Registered Notes) the Note Agency Agreement or the Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of Registered Notes) the Note Agency Agreement or the Substitution Documents. Within 14 days of a substitution taking effect that under this Condition 14, the Retiring Issuer shall give notice of such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac relevant Noteholders in its sole discretionaccordance with Condition 16.

Substitution. The Sponsor 7.3.1 Subject to Clause 7.3.2 below, the Trustee may without the consent of the Noteholders or Couponholders at its option (subject any time agree with the Issuer to the conditions set forth belowsubstitution in place of the Issuer (or of any previous substitute under this Clause 7) substitute at as the principal debtor under this Trust Deed in relation to the Notes and Coupons of any time, Series and from time to time, one or more issues (but not more than two issues with respect to each Released Asset (defined below)) under such Notes and Coupons of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a “Substitute Asset”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to any Subsidiary of the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, Issuer or (b) any company which directly or indirectly owns 100 per cent. of the shares or other equity interests (as the case may be) carrying the right to vote in the Issuer in place of the Issuer as issuer and principal debtor under this Trust Deed and the Notes (each substituted entity hereinafter called the "Substituted Obligor") if a Pre-Selected Deposited Assettrust deed is executed or some other written form of undertaking is given by the Substituted Obligor to the Trustee, solely in form and manner satisfactory to the Trustee, agreeing to be bound by the terms of this Trust Deed, the Notes and the Coupons with any consequential amendments which the Trustee may deem appropriate as fully as if the Sponsor has elected to effect Substituted Obligor had been named in this Trust Deed and on the Notes and the Coupons as the principal debtor in place of the Issuer (or of any previous substitute under this Clause 7) in the case of a substitution of the Issuer (or any such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant previous substitute). 7.3.2 The following further conditions shall apply to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is metClause 7.3.1 above: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy the Issuer and documentation the New Company shall comply with such other requirements unless waived as the Trustee may direct in writing by F▇▇▇▇▇▇ Mac. In furtherance and not order that the substitution is fully effective in limitation the interests of the foregoing, F▇▇▇▇▇▇ Mac in considering Noteholders and the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion)Couponholders; (b) F▇▇▇▇▇▇ Mac shall have a legal opinion addressed to the Trustee has been provided by the Servicer (or otherwise) all applicable third party reports required pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: confirming that (i) An environmental report on the proposed Substitute Property Substituted Obligor has obtained all governmental and regulatory approvals and consents necessary for its assumption of liability as principal debtor in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; respect of the Notes and the Coupons in place of the Issuer (or such previous substitute as aforesaid) and (ii) An engineering report on such approvals and consents are at the proposed Substitute Property time of substitution in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey of the Substitute Property, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Macfull force and effect; (c) Sponsor shall pay all out of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with such substitution; (d) The Substitute Property shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related without prejudice to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms generality of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms preceding sub-clauses of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%; (i) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s thenthis sub-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposesClause 7.3. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.

Substitution. The Sponsor may at its option Issuer (subject to the conditions set forth “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the relevant Noteholders or Couponholders, substitute at the Parent or any timesubsidiary of the Parent (including TFS) in place of the Issuer as the principal debtor under the Notes, the relative Coupons, the Agency Agreement and from time to time, one or more issues (but not more than two issues with respect to each Released Asset in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (defined below)in the case of Registered Notes issued by Toyota Motor Credit Corporation) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds the TMCC Note Agency Agreement (each, a the “Substitute AssetIssuer”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is metthat: (a) The Substitute Property meets all in the case of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteriathe substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, programa Credit Support Agreement, policy in the case of a subsidiary of TFS, between such subsidiary and documentation requirements unless waived TFS being entered into, and the TMC Credit Support Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the TMC Credit Support Agreement, respectively and, in writing by F▇▇▇▇▇▇ Mac. In furtherance the case of a subsidiary of the Parent (and not in limitation being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion)TMC Credit Support Agreement; (b) F▇▇▇▇▇▇ Mac a deed poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall have been provided be executed by the Servicer (or otherwise) all applicable third party reports required pursuant Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole substitution (the “Substitution Documents”) and absolute discretion, to evaluate (without limiting the proposed Substitute Property including but not limited to: generality of the foregoing) under which (i) An environmental report on the proposed Substitute Property Issuer shall undertake in all respects reasonably satisfactory favour of the relevant Noteholders and Couponholders to F▇▇▇▇▇▇ Mac; be bound by the terms and conditions of the relevant Notes and Coupons, the provisions of the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the provisions of the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the provisions of the TMCC Note Agency Agreement, as fully as if the Substitute Issuer had been named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, as the principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, in place of the Retiring Issuer; and (ii) An engineering report on the proposed Substitute Property Retiring Issuer shall be released from its obligations as principal debtor in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey respect of the Substitute Propertyrelevant Notes and Coupons, the Agency Agreement and (in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (ivin the case of Registered Notes issued by Toyota Motor Credit Corporation) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ MacTMCC Note Agency Agreement; (c) Sponsor without prejudice to the generality of paragraph (b) above, where the Substitute Issuer is subject generally to a taxing jurisdiction differing from or in addition to the taxing jurisdiction to which the Retiring Issuer for which it shall pay all out have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the Substitution Documents in terms corresponding to the provisions of pocket fees Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject of references to the taxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, as the case may be, is subject and expenses of F▇▇▇▇▇▇ Macin such case, including the reasonable costs and expenses of outside counsel in connection with Condition 7 shall be deemed to be modified accordingly when such substitutionsubstitution takes effect; (d) The the Substitution Documents shall contain a warranty and representation (i) that the Substitute Property shall be subject to satisfactory inspection Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by F▇▇▇▇▇▇ Macthe Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) The underlying bond documents related any credit rating obtained by the Retiring Issuer from a nationally recognised statistical rating organisation which applies to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Macrelevant Notes will not be downgraded as a result of the substitution; (f) Unless waived by F▇▇▇▇▇▇ Maceach stock exchange on which the relevant Notes are admitted to trading shall have confirmed that, following the terms proposed substitution of the Substitute AssetIssuer, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Assetsuch Notes will continue to be admitted to trading on such stock exchange; (g) After giving effect to such substitutionwhere the Substitute Issuer is not a company incorporated in the United Kingdom, the geographic concentration Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Mortgaged Properties is not greater than that prior to relevant Notes and Coupons, the substitutionAgency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (h) The ratio in the case of substitution of TCCI or a Canadian subsidiary of the unpaid principal balance Parent (“Canadian Replacement Subsidiary”) in place of the Retiring Issuer, no withholding or other taxes will be payable or required to be withheld by any such Substitute Asset to the value Issuer other than in respect of a holder of the Substitute Property (the “Loan to Value Ratio” relevant Notes or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of Coupons that: (i) does not deal at arm’s length (within the loan to value ratio meaning of the Released Project Income Tax Act (Canada)) with TCCI or the Canadian Replacement Subsidiary (as of the Closing Date or (iiapplicable) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%; (i) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.or

Substitution. The Sponsor may (A) (1) THE Trustee may, without the consent of the Noteholders, Receiptholders or Couponholders, at its option (subject any time agree with CSF, CSI and Cadbury Schweppes to the conditions set forth belowsubstitution in place of CSF or CSI (or of the previous substitute under this Clause) substitute at any time, and from time to time, one or more issues (but not more than two issues with respect to each Released Asset (defined below)) as the principal debtor under these presents of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a “Substitute Asset”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event another Subsidiary of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default existsCadbury Schweppes, or (b) a Pre-Selected Deposited Asset, solely if any relevant Obligor or its Successor in Business (in which case the Sponsor has elected to effect a substitution guarantee of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) Obligor shall be released from the Series Certificate Agreement in accordance with the terms thereof, cease and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is met: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)determine), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion); (b) F▇▇▇▇▇▇ Mac shall have been provided by the Servicer (or otherwise) all applicable third party reports required pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey of the Substitute Property, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor shall pay all out a Subsidiary of pocket fees and expenses a Holding Company of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel Cadbury Schweppes or its Successor in connection with such substitution; Business or (d) The Substitute Property a Holding Company of Cadbury Schweppes or its Successor in Business (in each of which cases (c) and (d) the guarantee of Cadbury Schweppes shall cease and determine if the Trustee is satisfied that the interests of the Noteholders will not be subject materially prejudiced if they became holders of Notes of such Subsidiary or Holding Company without the benefit of the guarantee of Cadbury Schweppes rather than if they were to remain holders of Notes of CSF or, as the case may be, CSI with the benefit of the guarantee of Cadbury Schweppes (such substituted company being hereinafter called the "New Company") provided that a trust deed is executed or some other form of undertaking is given by the New Company in form and manner satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements Trustee, agreeing to be bound by the provisions of these presents with any consequential amendments which the Trustee may deem appropriate as fully as if the New Company had been named in all material respects these presents as the principal debtor in place of CSF or, as the case may be, CSI (or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Assetprevious substitute under this Clause) and provided further that, including tax statuswhere the New Company is another Subsidiary of Cadbury Schweppes, maturity, interest rate Cadbury Schweppes unconditionally and interest mode, are substantially consistent with irrevocably guarantees all amounts payable under these presents to the terms satisfaction of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%; (i) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposesTrustee. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.

Substitution. The Sponsor may at its option Issuer (subject to the conditions set forth “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the relevant Noteholders or Couponholders, substitute at the Parent or any timesubsidiary of the Parent (including TFS) in place of the Issuer as the principal debtor under the Notes, the relative Receipts and from time to timeCoupons, one or more issues the Agency Agreement and (but not more than two issues with respect to each Released Asset in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (defined below)in the case of Registered Notes issued by Toyota Motor Credit Corporation) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds the TMCC Note Agency Agreement (each, a the “Substitute AssetIssuer”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is metthat: (a) The Substitute Property meets all in the case of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteriathe substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, programa Credit Support Agreement, policy in the case of a subsidiary of TFS, between such subsidiary and documentation requirements unless waived TFS being entered into, and the TMC Credit Support Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the TMC Credit Support Agreement, respectively and, in writing by F▇▇▇▇▇▇ Mac. In furtherance the case of a subsidiary of the Parent (and not in limitation being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion)TMC Credit Support Agreement; (b) F▇▇▇▇▇▇ Mac a deed poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall have been provided be executed by the Servicer (or otherwise) all applicable third party reports required pursuant Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole substitution (the “Substitution Documents”) and absolute discretion, to evaluate (without limiting the proposed Substitute Property including but not limited to: generality of the foregoing) under which (i) An environmental report on the proposed Substitute Property Issuer shall undertake in all respects reasonably satisfactory favour of the relevant Noteholders and Couponholders to F▇▇▇▇▇▇ Mac; be bound by the terms and conditions of the relevant Notes, Receipts and Coupons, the provisions of the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the provisions of the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the provisions of the TMCC Note Agency Agreement, as fully as if the Substitute Issuer had been named in the relevant Notes, Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, as the principal debtor in respect of the relevant Notes, Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, in place of the Retiring Issuer; and (ii) An engineering report on the proposed Substitute Property Retiring Issuer shall be released from its obligations as principal debtor in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey respect of the Substitute Propertyrelevant Notes, Receipts and Coupons, the Agency Agreement and (in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (ivin the case of Registered Notes issued by Toyota Motor Credit Corporation) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ MacTMCC Note Agency Agreement; (c) Sponsor without prejudice to the generality of paragraph (b) above, where the Substitute Issuer is subject generally to a taxing jurisdiction differing from or in addition to the taxing jurisdiction to which the Retiring Issuer for which it shall pay all out have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the Substitution Documents in terms corresponding to the provisions of pocket fees Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject of references to the taxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, as the case may be, is subject and expenses of F▇▇▇▇▇▇ Macin such case, including the reasonable costs and expenses of outside counsel in connection with Condition 7 shall be deemed to be modified accordingly when such substitutionsubstitution takes effect; (d) The the Substitution Documents shall contain a warranty and representation (i) that the Substitute Property shall be subject to satisfactory inspection Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by F▇▇▇▇▇▇ Macthe Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes, Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) The underlying bond documents related any credit rating obtained by the Retiring Issuer from a nationally recognised statistical rating organisation which applies to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Macrelevant Notes will not be downgraded as a result of the substitution; (f) Unless waived by F▇▇▇▇▇▇ Maceach stock exchange on which the relevant Notes are admitted to trading shall have confirmed that, following the terms proposed substitution of the Substitute AssetIssuer, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Assetsuch Notes will continue to be admitted to trading on such stock exchange; (g) After giving effect to such substitutionwhere the Substitute Issuer is not a company incorporated in the United Kingdom, the geographic concentration Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Mortgaged Properties is not greater than that prior to relevant Notes, Receipts and Coupons, the substitutionAgency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (h) The ratio in the case of substitution of TCCI or a Canadian subsidiary of the unpaid principal balance Parent in place of the Retiring Issuer, no withholding or other taxes will be payable or required to be withheld by any such Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%Issuer; (i) The ratio legal opinions shall have been delivered to the Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Retiring Issuer are incorporated and in England confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations of the net operating income Substitute Issuer and the annual debt service relevant Notes, Receipts and Coupons, the Agency Agreement and (in the “Debt Service Coverage” or “DCR”case of Registered Notes issued by Toyota Credit Canada Inc.) for the TCCI Note Agency Agreement and in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, are legal, valid and binding obligations of the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated Issuer enforceable in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodologytheir terms; and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, is greater than or equal in the event any Credit Support Agreements are entered into under paragraph (a) above, confirming that any such Credit Support Agreements constitute legal, valid and binding obligations of the Parent, TFS and the Substitute Issuer, as the case may be, enforceable in accordance with its terms; and (j) in connection with any such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the greater consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Retiring Issuer, the Agent, (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent, (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. Upon execution of the Substitution Documents as referred to in paragraph (b) above, (i) the Debt Service Coverage for Substitute Issuer shall be the Released Project relevant Issuer named in the relevant Notes, the Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement) as principal debtor in place of the Closing Date for Retiring Issuer and the Released Project or relevant Notes, Receipts and Coupons, the Agency Agreement and (iiin the case of Registered Notes issued by Toyota Credit Canada Inc.) the current Debt Service Coverage for TCCI Note Agency Agreement and (in the Released Project for case of Registered Notes issued by Toyota Motor Credit Corporation) the prior twelve (12) calendar monthsTMCC Note Agency Agreement, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating shall thereby be deemed to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior be amended to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition give effect to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid Issuer as principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated herebydebtor; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.

Substitution. The Sponsor 15.1 As provided in Condition 15 of the terms and conditions of the relevant Instruments, the Issuer may at its option be replaced, and ABB Ltd or any direct or indirect subsidiary of ABB Ltd may be substituted for the Issuer, as principal debtor in respect of the Instruments without the consent of the Holders of the Instruments or Coupons. If the Issuer shall determine that ABB Ltd or any such subsidiary shall become the principal debtor (subject in such capacity, the “Substituted Debtor”), the Issuer shall give not less than 30 nor more than 45 days’ notice, in accordance with Condition 14, to the conditions Holders of the Instruments of such event and, immediately on the expiry of such notice, the Substituted Debtor shall enter into a Deed of Assumption, substantially in the form set forth below) substitute at any timeout in the Sixth Schedule hereto, and from time become the principal debtor in respect of the Instruments in place of the Issuer and the Holders of the Instruments shall thereupon cease to timehave any rights or claims whatsoever against the Issuer. However, one or more issues (but not more than two issues with respect to each Released Asset (defined below)) of multifamily housing revenue bonds or senior custodial receipts evidencing no such bonds (each, a “Substitute Asset”) for (a) substitution shall take effect (i) an Enhanced Custodial Receipt if there exists the Substituted Debtor is any other subsidiary of ABB Ltd, until such Substituted Debtor shall have entered into a keep-well agreement with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that ABB Ltd substantially in the event form of the Bond Event Keep-Well Agreement (as defined in the terms and conditions of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or relevant Instruments), (ii) for an issue until such Substituted Debtor shall have executed a deed of Enhanced Bonds covenant substantially in the form of the Deed of Covenant (as defined in the terms and conditions of the relevant Instruments), (iii) in any case, until the Substituted Debtor shall have provided to the Fiscal Agent and (if applicable) the Registrar such documents as may be necessary to make the Deed of Assumption, the relevant Instruments, the Fiscal Agency Agreement, such deed of covenant and any such keep-well agreement the legal, valid and binding obligations of, as appropriate, the Substituted Debtor and ABB Ltd together with respect legal opinions either unqualified or subject only to which a Bond Event normal, usual or appropriate qualifications and assumptions to the effect that the Instruments, the Fiscal Agency Agreement, the Deed of Default existsAssumption, or such deed of covenant and any such keep-well agreement are legal, valid and binding obligations of, as appropriate, the Substituted Debtor and ABB Ltd; (biv) a Pre-Selected Deposited Assetthe Substituted Debtor shall have obtained all necessary governmental and regulatory approvals and consents, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset any, in connection with the sale substitution and (v) the Substituted Debtor shall have appointed the process agent appointed by the Issuer in Condition 19.03 of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms conditions of the Series Certificate Agreement relevant Instruments as its agent in accordance with the terms thereof, if each England to receive service of the following conditions is met: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived process on its behalf in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property relation to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to any legal action or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion); (b) F▇▇▇▇▇▇ Mac shall have been provided by the Servicer (or otherwise) all applicable third party reports required pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey of the Substitute Property, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor shall pay all proceedings arising out of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel or in connection with such substitution; (d) The Substitute Property shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to relevant Instruments. Upon any such substitution, the geographic concentration Instruments and Coupons will, if necessary, be deemed to be modified in all appropriate respects. 15.2 The terms and conditions of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitutionrelevant Instruments shall, as determined by F▇▇▇▇▇▇ Mac following any substitution effected in accordance with its then current underwriting methodologythis Clause, is less than or equal apply to the lesser of (i) Substituted Debtor, amended as set out in the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%; (i) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal Schedule to the greater Deed of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposesAssumption. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.

Substitution. The Sponsor may at its option Issuer (subject to the conditions set forth “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the relevant Noteholders or Couponholders, substitute at the Parent or any timesubsidiary of the Parent (including TFS) in place of the Issuer as the principal debtor under the Notes, the relative Coupons, the Agency Agreement and from time to time, one or more issues (but not more than two issues with respect to each Released Asset in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (defined below)in the case of Registered Notes issued by Toyota Motor Credit Corporation) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds the TMCC Note Agency Agreement (each, a the “Substitute AssetIssuer”) for provided that: (a) in the case of the substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, a Credit Support Agreement, in the case of a subsidiary of TFS, between such subsidiary and TFS being entered into, and the TMC Credit Support Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the TMC Credit Support Agreement, respectively and, in the case of a subsidiary of the Parent (and not being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the TMC Credit Support Agreement; (b) a deed poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall be executed by the Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the substitution (the “Substitution Documents”) and (without limiting the generality of the foregoing) under which (i) an Enhanced Custodial Receipt the Substitute Issuer shall undertake in favour of the relevant Noteholders and Couponholders to be bound by the Terms and Conditions and Coupons, the provisions of the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the provisions of the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the provisions of the TMCC Note Agency Agreement, as fully as if there exists with the Substitute Issuer had been named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, as the principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, in place of the Retiring Issuer; and (ii) the Retiring Issuer shall be released from its obligations as principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (c) without prejudice to the underlying Custodian-Held Bonds generality of paragraph (b) above, where the Substitute Issuer is subject generally to a Bond Event of Default (provided that taxing jurisdiction differing from or in addition to the taxing jurisdiction to which the Retiring Issuer for which it shall have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the event Substitution Documents in terms corresponding to the Bond Event provisions of Default arises Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject of references to the taxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, as the case may be, is subject and in such case, Condition 7 shall be deemed to be modified accordingly when such substitution takes effect; (d) the Substitution Documents shall contain a warranty and representation (i) that the Substitute Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by the Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) any credit rating obtained by the Retiring Issuer from a payment default nationally recognised statistical rating organisation which applies to the relevant Notes will not be downgraded as a result of the substitution; (f) each stock exchange on which the underlying Custodian-Held Bond relevant Notes are admitted to trading shall have confirmed that, following the Sponsor may only request release proposed substitution of the Substitute Issuer, such Enhanced Custodial Receipt Notes will continue to be admitted to trading on such stock exchange; (g) where the Substitute Issuer is not a company incorporated in the United Kingdom, the Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the relevant Notes and provide Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (h) in the case of substitution of Toyota Credit Canada Inc. or a Canadian subsidiary of the Parent (“Canadian Replacement Subsidiary”) in place of the Retiring Issuer, no withholding or other taxes will be payable or required to be withheld by any such Substitute Asset pursuant to this Section 3.19 if such payment default causes Issuer other than in respect of a holder of the Enhanced Custodial Receipts to relevant Notes or Coupons that: (i) does not receive full and current paymentdeal at arm’s length (within the meaning of the Income Tax Act (Canada)) with Toyota Credit Canada Inc. or the Canadian Replacement Subsidiary (as applicable) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default existsis, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection does not deal at arm’s length with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (eachany person who is, a “Released Asset”) shall be released from specified shareholder” of Toyota Credit Canada Inc. or the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is met: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating Canadian Replacement Subsidiary (as determined by F▇▇▇▇▇▇ Macapplicable) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion); (b) F▇▇▇▇▇▇ Mac shall have been provided by the Servicer (or otherwise) all applicable third party reports required pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey purposes of the Substitute Property, thin capitalisation rules in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and the Income Tax Act (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor shall pay all out of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with such substitution; (d) The Substitute Property shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%Canada); (i) The ratio legal opinions shall have been delivered to the Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Retiring Issuer are incorporated and in England confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations of the net operating income Substitute Issuer and the annual debt service relevant Notes and Coupons, the Agency Agreement and (in the “Debt Service Coverage” or “DCR”case of Registered Notes issued by Toyota Credit Canada Inc.) for the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, are legal, valid and binding obligations of the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated Issuer enforceable in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodologytheir terms; and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, is greater than or equal in the event any Credit Support Agreements are entered into under paragraph (a) above, confirming that any such Credit Support Agreements constitute legal, valid and binding obligations of the Parent, TFS and the Substitute Issuer, as the case may be, enforceable in accordance with its terms; and (j) in connection with any such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the greater consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Retiring Issuer, the Agent, (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent, (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. Upon execution of the Substitution Documents as referred to in paragraph (b) above, (i) the Debt Service Coverage for Substitute Issuer shall be the Released Project relevant Issuer named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement as principal debtor in place of the Closing Date for Retiring Issuer and the Released Project or relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, shall thereby be deemed to be amended to give effect to the substitution of the Substitute Issuer as principal debtor; and (ii) the current Debt Service Coverage for Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor in respect of the Released Project for relevant Notes and Coupons, the prior twelve Agency Agreement and (12in the case of Registered Notes issued by Toyota Credit Canada Inc.) calendar months, calculated the TCCI Note Agency Agreement and (in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed the case of Registered Notes issued by F▇▇▇▇▇▇ Mac in determining Toyota Motor Credit Corporation) the Debt Service Coverage for TMCC Note Agency Agreement. With effect on and from the time of the substitution of the Substitute Property Issuer in place of the Retiring Issuer: (A) the Retiring Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant Notes and in all events the Debt Service Coverage is not less than 1.15%Coupons; (jB) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for Issuer has rights which the delivery Retiring Issuer had in respect of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds relevant Notes and mortgaged project prior Coupons (in each case subject to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; paragraph (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(ic) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby); and (oC) F▇▇▇▇▇▇ Mac the Substitute Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring Issuer had in respect of the relevant Notes and Coupons. The Substitution Documents shall have received an opinion be deposited with and held by the Agent and (in the case of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac Registered Notes issued by Toyota Credit Canada Inc.) copied to the TCCI Registrar and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) copied to the TMCC Registrar, for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents. Within 14 days of a substitution taking effect that under this Condition 14, the Retiring Issuer shall give notice of such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac relevant Noteholders in its sole discretionaccordance with Condition 16.

Substitution. The Sponsor Subject to this Clause 30, any Existing Lender may at assign all or any part of its option rights under the Finance Documents to a Substitute. Any such assignment and assumption shall be effected upon five (subject 5) Business Days’ prior notice by delivery to the conditions set forth below) substitute at any timeAdministrative Agent of a duly completed Substitution Certificate duly executed by such Lender, the Substitute and from time to time, one or more issues the Administrative Agent (but not more than two issues with respect to each Released Asset (defined below)) for itself and on behalf of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a “Substitute Asset”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect the other parties to the underlying Custodian-Held Bonds relevant Finance Document). On the effective date specified in a Bond Event Substitution Certificate so executed and delivered, to the extent that they are expressed in such Substitution Certificate to be the subject of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt assignment and provide a Substitute Asset assumption effected pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is metClause 30.2: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy the existing parties to the relevant Finance Document and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering Lender party to the eligibility of the Substitute Property relevant Substitution Certificate shall be released from their respective obligations towards one another under such criteria Finance Document (“discharged obligations”) and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property their respective rights against one another under such Finance Document (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Projectdischarged rights”)), the type of Substitute Property (which ) shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion)cancelled; (b) F▇▇▇▇▇▇ Mac shall have been provided by the Servicer (or otherwise) all applicable third Substitute party reports required pursuant to the Guide relevant Substitution Certificate and the existing parties to the relevant Finance Document (other than the Lender party to such Substitution Certificate) shall assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or otherwise required assumed by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, such Substitute instead of to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey of the Substitute Property, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Macor by such Lender; (c) Sponsor the Substitute party to the relevant Substitution Certificate and the existing parties to the relevant Finance Document (other than the Lender party to such Substitution Certificate) shall pay all out acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against such Substitute instead of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with by or against such substitution;Lender; and (d) The Substitute Property in the event any Lender transfers by way of assignment all or any part of its rights, benefits and/or obligations under any Finance Document to another person, the relevant Finance Document, this Agreement and the other Finance Documents shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related to remain in full force and effect, and, on the date upon which such assignment and assumption takes effect, the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%; (i) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac the Administrative Agent for its own account a deposit fee in the sum of $4,000, unless waived by the Administrative Agent. The Administrative Agent shall promptly notify the other parties hereto and to cover third party costs the relevant Finance Document under which the assignment and fees and a mortgage review fee assumption is occurring of the greater receipt by it of $5,000 per substituted property or .10% any Substitution Certificate and shall promptly deliver a copy of the unpaid principal balance of the Substitute Asset. On or prior such Substitution Certificate to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposesBorrower. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.

Substitution. The Sponsor Subject to Section 12.07 below, Tenant shall have the right to substitute like-kind assets for any Property Locations; provided, however, that (1) Tenant shall not have any such substitution right if the substitution of any Property Location would cause Landlord to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as the same may at its option (subject to the conditions set forth below) substitute at any time, and be amended from time to timetime (the “Code”) or such substituted like-kind asset is not “real property” under Section 856 of the Code, one and (2) Landlord may irrevocably elect to retain the Property Locations that Tenant requests for substitution. If Tenant elects to conduct a substitution such that another unencumbered property location or more issues locations (but not more than two issues with respect to each Released Asset (defined below)) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a the “Substitute AssetProperty”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be is substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is metProperty Location being released: (a) The Substitute Property meets all of F▇▇▇▇▇▇ MacTenant shall reimburse Landlord for substitution fees, costs and expenses (including without limitation, fees and expenses related to legal opinions) charged by Landlord’s then applicable underwriting criteria, program, policy Mortgagee and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion); (b) F▇▇▇▇▇▇ Mac shall have been provided by the Servicer (or otherwise) all applicable third party reports required pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey of the Substitute Property, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor shall pay all out of other out-of-pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs reasonably and expenses of outside counsel actually incurred by Landlord in connection with such substitution; (db) Subject to the requirements set forth in this Section 12.05, Landlord covenants that it shall provide Tenant with such cooperation as Tenant may reasonably request to qualify any exercise by Tenant of a substitution right under this Section 12.05 as a transaction qualifying under Section 1031 of the Code, provided, however, that (i) Landlord shall not be obligated to pay, suffer or incur any additional expenses or liabilities as a result of cooperating in Tenant’s exchange and Landlord shall not be obligated to acquire any other real property in connection with Tenant’s exchange; (ii) Landlord shall not have any liability to Tenant for failure of the exchange to qualify under the Code; (iii) except as otherwise expressly provided in this Lease, any assignment(s) made by Tenant in connection with such exchange shall not relieve Tenant of its obligations under this Lease; and (iv) the completion of one or more tax-deferred exchanges is not a condition to the performance by Tenant of the obligations of Tenant set forth in this Lease; and (c) The substitution shall comply with the substitution requirements, if any, of Landlord’s Mortgagee related to substitution, as well as the following: (i) the Substitute Property shall be made subject to satisfactory inspection by F▇▇▇▇▇▇ Macthis Lease with no decline in Base Rent or any other Rent due hereunder; (eii) The underlying bond documents related to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the appraised value of the Substitute Property (shall be equal to or greater than the “Loan to Value Ratio” or “LTV”) at the time appraised value of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal Property Location being released (each such appraisal having been prepared within one hundred eighty (180) days prior to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%substitution date); (iiii) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is shall have a store level profitability equal to or greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as store level profitability of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%Location being released; (jiv) If to the proposed Substitute Asset is extent required by its Mortgagee, Landlord shall have obtained (A) the written consent of its Mortgagee to such substitution, and (B) confirmation from each statistical rating agency that has assigned a custodial receipt relating rating to securities sold in any securitization in which any loan related to a series bonds and/or a mortgaged project Mortgage has been included that would such Substitute Property shall not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for result in the delivery downgrade, withdrawal or qualification of the bonds into a custodial receipt arrangement, the DCR/LTV of any securities backed by such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirementsrespective loan; (kv) No Event of no Default shall exist under this Lease has occurred and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month periodis continuing; (lvi) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per Property Location being substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor;released from this Lease; and (mvii) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as Property, Landlord and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac its Mortgagee shall have received an opinion engineering report and an environmental report, dated not more than one hundred eighty (180) days prior to the proposed date of Bond Counsel substitution, acceptable to F▇▇▇▇▇▇ Mac to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposesLandlord and its Mortgagee. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.

Substitution. The Sponsor may at its option Issuer (subject to the conditions set forth “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the relevant Noteholders or Couponholders, substitute at the Parent or any timesubsidiary of the Parent (including TFS) in place of the Issuer as the principal debtor under the Notes, the relative Coupons, the Agency Agreement and from time to time, one or more issues (but not more than two issues with respect to each Released Asset in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (defined below)in the case of Registered Notes issued by Toyota Motor Credit Corporation) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds the TMCC Note Agency Agreement (each, a the “Substitute AssetIssuer”) for provided that: (a) in the case of the substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, a Credit Support Agreement, in the case of a subsidiary of TFS, between such subsidiary and TFS being entered into, and the TMC Credit Support Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the TMC Credit Support Agreement, respectively and, in the case of a subsidiary of the Parent (and not being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the TMC Credit Support Agreement; (b) a deed poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall be executed by the Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the substitution (the “Substitution Documents”) and (without limiting the generality of the foregoing) under which (i) an Enhanced Custodial Receipt the Substitute Issuer shall undertake in favour of the relevant Noteholders and Couponholders to be bound by the Terms and Conditions and Coupons, the provisions of the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the provisions of the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the provisions of the TMCC Note Agency Agreement, as fully as if there exists with the Substitute Issuer had been named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, as the principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, in place of the Retiring Issuer; and (ii) the Retiring Issuer shall be released from its obligations as principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (c) without prejudice to the underlying Custodian-Held Bonds generality of paragraph (b) above, where the Substitute Issuer is subject generally to a Bond Event of Default (provided that taxing jurisdiction differing from or in addition to the taxing jurisdiction to which the Retiring Issuer for which it shall have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the event Substitution Documents in terms corresponding to the Bond Event provisions of Default arises Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject of references to the taxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, as the case may be, is subject and in such case, Condition 7 shall be deemed to be modified accordingly when such substitution takes effect; (d) the Substitution Documents shall contain a warranty and representation (i) that the Substitute Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by the Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) any credit rating obtained by the Retiring Issuer from a payment default nationally recognised statistical rating organisation which applies to the relevant Notes will not be downgraded as a result of the substitution; (f) each stock exchange on which the underlying Custodian-Held Bond relevant Notes are admitted to trading shall have confirmed that, following the Sponsor may only request release proposed substitution of the Substitute Issuer, such Enhanced Custodial Receipt Notes will continue to be admitted to trading on such stock exchange; (g) where the Substitute Issuer is not a company incorporated in the United Kingdom, the Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the relevant Notes and provide Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (h) in the case of substitution of TCCI or a Canadian subsidiary of the Parent (“Canadian Replacement Subsidiary”) in place of the Retiring Issuer, no withholding or other taxes will be payable or required to be withheld by any such Substitute Asset pursuant to this Section 3.19 if such payment default causes Issuer other than in respect of a holder of the Enhanced Custodial Receipts to relevant Notes or Coupons that: (i) does not receive full and current paymentdeal at arm’s length (within the meaning of the Income Tax Act (Canada)) with TCCI or the Canadian Replacement Subsidiary (as applicable) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default existsis, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection does not deal at arm’s length with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (eachany person who is, a “Released Asset”) shall be released from specified shareholder” of TCCI or the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is met: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating Canadian Replacement Subsidiary (as determined by F▇▇▇▇▇▇ Macapplicable) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion); (b) F▇▇▇▇▇▇ Mac shall have been provided by the Servicer (or otherwise) all applicable third party reports required pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey purposes of the Substitute Property, thin capitalisation rules in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and the Income Tax Act (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor shall pay all out of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with such substitution; (d) The Substitute Property shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%Canada); (i) The ratio legal opinions shall have been delivered to the Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Retiring Issuer are incorporated and in England confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations of the net operating income Substitute Issuer and the annual debt service relevant Notes and Coupons, the Agency Agreement and (in the “Debt Service Coverage” or “DCR”case of Registered Notes issued by Toyota Credit Canada Inc.) for the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, are legal, valid and binding obligations of the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated Issuer enforceable in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodologytheir terms; and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, is greater than or equal in the event any Credit Support Agreements are entered into under paragraph (a) above, confirming that any such Credit Support Agreements constitute legal, valid and binding obligations of the Parent, TFS and the Substitute Issuer, as the case may be, enforceable in accordance with its terms; and (j) in connection with any such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the greater consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Retiring Issuer, the Agent, (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent, (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. Upon execution of the Substitution Documents as referred to in paragraph (b) above, (i) the Debt Service Coverage for Substitute Issuer shall be the Released Project relevant Issuer named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement as principal debtor in place of the Closing Date for Retiring Issuer and the Released Project or relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, shall thereby be deemed to be amended to give effect to the substitution of the Substitute Issuer as principal debtor; and (ii) the current Debt Service Coverage for Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor in respect of the Released Project for relevant Notes and Coupons, the prior twelve Agency Agreement and (12in the case of Registered Notes issued by Toyota Credit Canada Inc.) calendar months, calculated the TCCI Note Agency Agreement and (in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed the case of Registered Notes issued by F▇▇▇▇▇▇ Mac in determining Toyota Motor Credit Corporation) the Debt Service Coverage for TMCC Note Agency Agreement. With effect on and from the time of the substitution of the Substitute Property Issuer in place of the Retiring Issuer: (A) the Retiring Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant Notes and in all events the Debt Service Coverage is not less than 1.15%Coupons; (jB) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for Issuer has rights which the delivery Retiring Issuer had in respect of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds relevant Notes and mortgaged project prior Coupons (in each case subject to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; paragraph (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(ic) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby); and (oC) F▇▇▇▇▇▇ Mac the Substitute Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring Issuer had in respect of the relevant Notes and Coupons. The Substitution Documents shall have received an opinion be deposited with and held by the Agent and (in the case of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac Registered Notes issued by Toyota Credit Canada Inc.) copied to the TCCI Registrar and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) copied to the TMCC Registrar, for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents. Within 14 days of a substitution taking effect that under this Condition 14, the Retiring Issuer shall give notice of such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac relevant Noteholders in its sole discretionaccordance with Condition 16.

Substitution. The Sponsor may at (a) By CTI or any of its option Subsidiaries: CTI or any Restricted Subsidiary (subject which for the purposes of Condition 16(a) and this Clause 7.3(a) is any Restricted Subsidiary which is a company organised and existing under the laws of any of the British Islands, the Republic of France, the Netherlands or the United States of America, any state thereof, the District of Columbia or any territory thereof) which is also a Subsidiary of CTI (a "Substitute Debtor") shall be entitled without the consent of the Bondholders or the Couponholders to assume the obligations of the Issuer in respect of the Bonds and under this Trust Deed upon: (i) the execution of a supplemental trust deed by the Issuer, the Substitute Debtor, the Company and (if the Substitute Debtor is not CTI) CTI in form and substance satisfactory to the conditions set forth belowTrustee which includes, without limitation: (A) substitute at any timea covenant by the Substitute Debtor in favour of the Trustee to be bound by this Trust Deed as if it had been named therein as the Issuer; (B) if the Substitute Debtor is incorporated, domiciled or resident for tax purposes in a territory other than the United Kingdom, a covenant by the Substitute Debtor corresponding to the provisions of Condition 8 (but with reference to such territory as well as to the United Kingdom) and the provisions of Clause 6.1(o) of this Trust Deed; and (C) a covenant by the Company and (if the Substitute Debtor is not CTI) CTI in favour of the Trustee guaranteeing the obligations of the Substitute Debtor under and by virtue of such supplemental trust deed; and (ii) the delivery by the Issuer to the Trustee of an opinion of independent legal advisers of recognised standing acceptable to the Trustee in form and substance satisfactory to the Trustee to the effect that: (A) such supplemental trust deed constitutes legal, valid, binding and enforceable obligations of the Substitute Debtor, the Company and (if the Substitute Debtor is not CTI) CTI; (B) the Bonds constitute legal, valid, binding and enforceable obligations of the Substitute Debtor; (C) the Guarantee constitutes legal, valid, binding and enforceable obligations of the Company and (if the Substitute Debtor is not CTI) CTI in respect of all sums from time to time, one or more issues time payable by the Substitute Debtor in respect of the Bonds; (but not more than two issues with D) the Substitute Debtor has obtained all governmental and regulatory approvals and consents necessary for its assumption of liability as principal debtor in respect to each Released Asset of the Bonds and the Coupons in place of the Issuer; (defined below)E) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds the Company and (each, a “Substitute Asset”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with Substitute Debtor is not CTI) CTI have obtained all governmental and regulatory approvals and consents necessary for the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available Guarantee to be substituted for a binding obligation; and (F) such approvals and consents are at the time of substitution in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, full force and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is met: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion)effect; (b) F▇▇▇▇▇▇ Mac By the Company or any of its other Subsidiaries: the Company or any Restricted Subsidiary (which for the purposes of Condition 16(b) and this Clause 7.3(b) is any Restricted Subsidiary which is a company organised and existing under the laws of any of the British Islands, the Republic of France, the Netherlands or the United States of America, any state thereof, the District of Columbia or any territory thereof) which is not also CTI or a Subsidiary of CTI (an "Alternative Substitute Debtor") shall have been provided by be entitled without the Servicer (consent of the Bondholders or otherwise) all applicable third party reports required pursuant the Couponholders to assume the Guide or otherwise required by F▇▇▇▇▇▇ Mac, obligations of the Issuer in its sole respect of the Bonds and absolute discretion, to evaluate the proposed Substitute Property including but not limited tounder this Trust Deed upon: (i) An environmental report on the proposed execution of a supplemental trust deed by the Issuer, the Alternative Substitute Property Debtor, CTI and (if the Alternative Substitute Debtor is not the Company) the Company in all respects reasonably form and substance satisfactory to F▇▇▇▇▇▇ Macthe Trustee which includes, without limitation: (A) a covenant by the Alternative Substitute Debtor in favour of the Trustee to be bound by this Trust Deed as if it had been named therein as the Issuer; (B) if the Alternative Substitute Debtor is incorporated, domiciled or resident for tax purposes in a territory other than the United Kingdom, a covenant by the Alternative Substitute Debtor corresponding to the provisions of Condition 8 (but with reference to such territory as well as to the United Kingdom) and the provisions of Clause 6.1(o) (Change of Taxing Jurisdiction) hereof; and (C) a covenant by CTI and (if the Substitute Debtor is not the Company) the Company in favour of the Trustee guaranteeing the obligations of the Alternative Substitute Debtor under and by virtue of such supplemental trust deed; (ii) An engineering report on the proposed Substitute Property delivery by the Issuer to the Trustee of an opinion of independent legal advisers of recognised standing acceptable to the Trustee in all respects reasonably form and substance satisfactory to the Trustee to the effect that: (A) such supplemental trust deed constitutes legal, valid, binding and enforceable obligations of the Alternative Substitute Debtor, CTI and (if the Alternative Substitute Debtor is not the Company) the Company; (B) the Bonds constitute legal, valid, binding and enforceable obligations of the Alternative Substitute Debtor; (C) the Guarantee constitutes legal, valid, binding and enforceable obligations of CTI and (if the Alternative Substitute Debtor is not the Company) the Company in respect of all sums from time to time payable by the Substitute Debtor in respect of the Bonds and under this Trust Deed; (D) the Alternative Substitute Debtor has obtained all governmental and regulatory approvals and consents necessary for its assumption of liability as principal debtor in respect of the Bonds and the Coupons in place of the Issuer; (E) CTI and (if the Alternative Substitute Debtor is not the Company) the Company have obtained all governmental and regulatory approvals and consents necessary for the Guarantee to be a binding obligation; and (F▇▇▇▇▇▇ Mac;) such approvals and consents are at the time of substitution in full force and effect; and (iii) A survey the delivery by the Issuer to the Trustee of a certificate of the Substitute Property, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor shall pay all out of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with such substitution; (d) The Substitute Property shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%; (i) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac Auditors to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income substantially all of the holders thereof for federal income tax purposes. Indebtedness of CTI (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with other than Indebtedness in respect to the ownership of the Substitute Property which is satisfactory Bonds and Intercompany Indebtedness) has been: (A) transferred to F▇▇▇▇▇▇ Mac in its sole discretionand assumed by the Company; or (B) repaid, redeemed, purchased and cancelled and/or otherwise discharged.

Substitution. The Sponsor Subject to this Clause 30, any Existing Lender may at assign all or any part of its option rights under the Finance Documents to a Substitute. Any such assignment and assumption shall be effected upon five (subject 5) Business Days' prior notice by delivery to the conditions set forth below) substitute at any timeAdministrative Agent of a duly completed Substitution Certificate duly executed by such Lender, the Substitute and from time to time, one or more issues the Administrative Agent (but not more than two issues with respect to each Released Asset (defined below)) for itself and on behalf of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a “Substitute Asset”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect the other parties to the underlying Custodian-Held Bonds relevant Finance Document). On the effective date specified in a Bond Event Substitution Certificate so executed and delivered, to the extent that they are expressed in such Substitution Certificate to be the subject of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt assignment and provide a Substitute Asset assumption effected pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is metClause 30.2: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy the existing parties to the relevant Finance Document and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering Lender party to the eligibility of the Substitute Property relevant Substitution Certificate shall be released from their respective obligations towards one another under such criteria Finance Document ("discharged obligations") and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property their respective rights against one another under such Finance Document (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which "discharged rights") shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion)cancelled; (b) F▇▇▇▇▇▇ Mac shall have been provided by the Servicer (or otherwise) all applicable third Substitute party reports required pursuant to the Guide relevant Substitution Certificate and the existing parties to the relevant Finance Document (other than the Lender party to such Substitution Certificate) shall assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or otherwise required assumed by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, such Substitute instead of to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey of the Substitute Property, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Macor by such Lender; (c) Sponsor the Substitute party to the relevant Substitution Certificate and the existing parties to the relevant Finance Document (other than the Lender party to such Substitution Certificate) shall pay all out acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against such Substitute instead of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with by or against such substitution;Lender; and (d) The Substitute Property in the event any Lender transfers by way of assignment all or any part of its rights, benefits and/or obligations under any Finance Document to another person, the relevant Finance Document, this Agreement and the other Finance Documents shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related to remain in full force and effect, and, on the date upon which such assignment and assumption takes effect, the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%; (i) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac the Administrative Agent for its own account a deposit fee in the sum of $4,000, unless waived by the Administrative Agent. The Administrative Agent shall promptly notify the other parties hereto and to cover third party costs the relevant Finance Document under which the assignment and fees and a mortgage review fee assumption is occurring of the greater receipt by it of $5,000 per substituted property or .10% any Substitution Certificate and shall promptly deliver a copy of the unpaid principal balance of the Substitute Asset. On or prior such Substitution Certificate to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposesBorrower. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.

Substitution. The Sponsor may If at its option any time the Lessee Substitutes Substitute Transponders for Buyer’s Transponders pursuant to Section 7(e), 8(a) or 12(a) of the Lease upon the occurrence of a Substitution Event and the Lessee shall have fulfilled the conditions specified in Section 7(e) and, as applicable, Sections 8(a) and 12(a) of the Lease, as in effect on the Closing Date (together with any amendment or modification thereof permitted pursuant to Section 13.1 or 13.2 hereof, and any additional or more stringent conditions imposed on the Lessee in any amendments to such Sections of the Lease subsequent to the Closing Date), then the Indenture Trustee shall, subject to compliance in full with the conditions set forth belowprovisions of this Section 15(b) substitute at any timeand upon the written request of, and at the expense of, the Indenture Estate execute and deliver to, or as directed in writing by, the Owner Trustee an appropriate instrument (in due form for recording, if necessary, prepared by or on behalf of the Owner Trustee), releasing the Buyer’s Transponders then being Substituted and any Transaction Documents being replaced by Additional Documents referred to below from time the Lien of this Indenture and subjecting the Substitute Transponders to time, one the Lien of this Indenture (to the extent any such instrument is necessary). A financing statement or more issues (but not more than two issues with respect to each Released Asset (defined below)) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a “Substitute Asset”) for (a) (i) an Enhanced Custodial Receipt if there exists statements with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that Substitute Transponders and the related Additional Documents shall be filed by the Owner Trustee in such place or places as may be necessary or advisable and all other action as may be necessary or advisable in order to perfect the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset security interest therein created by or pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) Indenture shall be released from the Series Certificate Agreement in accordance with the terms thereof, taken and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms an Opinion of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is met: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion); (b) F▇▇▇▇▇▇ Mac shall have been provided by the Servicer (or otherwise) all applicable third party reports required pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey of the Substitute Property, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor shall pay all out of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with such substitution; (d) The Substitute Property shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%; (i) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price Counsel with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition perfection thereof (to the fees required under Section 3.19(iextent that a security interest in Buyer’s Transponders may be perfected) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac similar to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis opinion with respect to perfection delivered on the ownership Closing Date pursuant to Section 3.01(o) of the Participation Agreement shall be delivered to the Indenture Trustee. The Owner Trustee shall deliver an Indenture supplement to the Indenture Trustee subjecting the Substitute Property which is satisfactory Transponders and the related Additional Documents to F▇▇▇▇▇▇ Mac in its sole discretionthe Lien of this Indenture. In such event, all provisions of this Indenture relating to Buyer’s Transponders being replaced and the documents corresponding to the Additional Documents related thereto shall be applicable to such Substitute Transponders and the related Additional Documents with the same force and effect as if such Substitute Transponders were the same Transponders as Buyer’s Transponders being replaced and the related Additional Documents being replaced thereby.

Substitution. The Sponsor may at its option Issuer (subject to the conditions set forth “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the relevant Noteholders or Couponholders, substitute at the Parent or any timesubsidiary of the Parent (including TFS) in place of the Issuer as the principal debtor under the Notes, the relative Receipts and from time to timeCoupons, one or more issues the Agency Agreement and (but not more than two issues with respect to each Released Asset in the case of Registered Notes) the Note Agency Agreement (defined below)) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a the “Substitute AssetIssuer”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is metthat: (a) The Substitute Property meets all in the case of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteriathe substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, programa Credit Support Agreement, policy in the case of a subsidiary of TFS, between such subsidiary and documentation requirements unless waived TFS being entered into, and the TMC Credit Support Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the TMC Credit Support Agreement, respectively and, in writing by F▇▇▇▇▇▇ Mac. In furtherance the case of a subsidiary of the Parent (and not in limitation being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion)TMC Credit Support Agreement; (b) F▇▇▇▇▇▇ Mac a deed poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall have been provided be executed by the Servicer (or otherwise) all applicable third party reports required pursuant Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole substitution (the “Substitution Documents”) and absolute discretion, to evaluate (without limiting the proposed Substitute Property including but not limited to: generality of the foregoing) under which (i) An environmental report on the proposed Substitute Property Issuer shall undertake in all respects reasonably satisfactory favour of the relevant Noteholders and Couponholders to F▇▇▇▇▇▇ Mac; be bound by the terms and conditions of the relevant Notes, Receipts and Coupons, the provisions of the Agency Agreement and (in the case of Registered Notes) the provisions of the Note Agency Agreement as fully as if the Substitute Issuer had been named in the relevant Notes, Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes) the Note Agency Agreement as the principal debtor in respect of the relevant Notes, Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes) the Note Agency Agreement in place of the Retiring Issuer; and (ii) An engineering report on the proposed Substitute Property Retiring Issuer shall be released from its obligations as principal debtor in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey respect of the Substitute Propertyrelevant Notes, Receipts and Coupons, the Agency Agreement and (in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (ivthe case of Registered Notes) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ MacNote Agency Agreement; (c) Sponsor without prejudice to the generality of paragraph (b) above, where the Substitute Issuer is subject generally to a taxing jurisdiction differing from or in addition to the taxing jurisdiction to which the Retiring Issuer for which it shall pay all out have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the Substitution Documents in terms corresponding to the provisions of pocket fees Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject of references to the taxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, as the case may be, is subject and expenses of F▇▇▇▇▇▇ Macin such case, including the reasonable costs and expenses of outside counsel in connection with Condition 7 shall be deemed to be modified accordingly when such substitutionsubstitution takes effect; (d) The the Substitution Documents shall contain a warranty and representation (i) that the Substitute Property shall be subject to satisfactory inspection Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by F▇▇▇▇▇▇ Macthe Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes, Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes) the Note Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) The underlying bond documents related any credit rating obtained by the Retiring Issuer from a nationally recognised statistical rating organisation which applies to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Macrelevant Notes will not be downgraded as a result of the substitution; (f) Unless waived by F▇▇▇▇▇▇ Maceach stock exchange on which the relevant Notes are admitted to trading shall have confirmed that, following the terms proposed substitution of the Substitute AssetIssuer, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Assetsuch Notes will continue to be admitted to trading on such stock exchange; (g) After giving effect to such substitutionwhere the Substitute Issuer is not a company incorporated in the United Kingdom, the geographic concentration Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Mortgaged Properties is not greater than that prior to relevant Notes, Receipts and Coupons, the substitutionAgency Agreement and (in the case of Registered Notes) the Note Agency Agreement; (h) The ratio in the case of substitution of TCCI or a Canadian subsidiary of the unpaid principal balance Parent in place of the Retiring Issuer, no withholding or other taxes will be payable or required to be withheld by any such Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%Issuer; (i) The ratio legal opinions shall have been delivered to the Agent or (in the case of Registered Notes) the Registrar (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Retiring Issuer are incorporated and in England confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations of the net operating income Substitute Issuer and the annual debt service relevant Notes, Receipts and Coupons, the Agency Agreement and (in the “Debt Service Coverage” or “DCR”case of Registered Notes) for the Note Agency Agreement are legal, valid and binding obligations of the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated Issuer enforceable in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodologytheir terms; and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, is greater than or equal in the event any Credit Support Agreements are entered into under paragraph (a) above, confirming that any such Credit Support Agreements constitute legal, valid and binding obligations of the Parent, TFS and the Substitute Issuer, as the case may be, enforceable in accordance with its terms; and (j) in connection with any such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the greater consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Retiring Issuer, the Agent, (in the case of Registered Notes) the Registrar and the Transfer Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. Upon execution of the Substitution Documents as referred to in paragraph (b) above, (i) the Debt Service Coverage for Substitute Issuer shall be the Released Project relevant Issuer named in the relevant Notes, the Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes) the Note Agency Agreement as principal debtor in place of the Closing Date for Retiring Issuer and the Released Project or relevant Notes, Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes) the Note Agency Agreement shall thereby be deemed to be amended to give effect to the substitution of the Substitute Issuer as principal debtor; and (ii) the current Debt Service Coverage for Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor in respect of the Released Project for relevant Notes, Receipts and Coupons, the prior twelve Agency Agreement and (12in the case of Registered Notes) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for Note Agency Agreement. With effect on and from the time of the substitution of the Substitute Property Issuer in place of the Retiring Issuer: (A) the Retiring Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant Notes, Receipts and in all events the Debt Service Coverage is not less than 1.15%Coupons; (jB) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for Issuer has rights which the delivery Retiring Issuer had in respect of the bonds into a custodial receipt arrangementrelevant Notes, the DCR/LTV of such bonds Receipts and mortgaged project prior Coupons (in each case subject to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; paragraph (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(ic) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby); and (oC) F▇▇▇▇▇▇ Mac the Substitute Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring Issuer had in respect of the relevant Notes, Receipts and Coupons. The Substitution Documents shall have received an opinion be deposited with and held by the Agent and (in the case of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac Registered Notes) copied to the Registrar for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of Registered Notes) the Note Agency Agreement or the Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of Registered Notes) the Note Agency Agreement or the Substitution Documents. Within 14 days of a substitution taking effect that under this Condition 14, the Retiring Issuer shall give notice of such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac relevant Noteholders in its sole discretionaccordance with Condition 16.

Substitution. The Sponsor may at its option Issuer and the Guarantor may, without the consent of the Noteholders, the Receiptholders or Couponholders, effect the substitution (subject to I) in place of the conditions set forth below) Issuer or the Guarantor (or of any previous substitute at any time, and from time to time, one or more issues (but not more than two issues with respect to each Released Asset (defined below)under this Condition) of multifamily housing revenue bonds any successor company of the Issuer or senior custodial receipts evidencing such bonds the Guarantor as the principal debtor under the Notes, the Receipts, the Coupons and the Note Issuance Agreement or, as the case may be, as guarantor of payments and deliveries by the Issuer under the Notes, the Receipts, the Coupons and the Note Issuance Agreement or (eachII) in place of the Issuer (or of any previous substitute under this Condition) of any wholly-owned Subsidiary of the Issuer or any successor company as the principal debtor under the Notes, a “Substitute Asset”) for (a) the Receipts, the Coupons and the Note Issuance Agreement, subject to: (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event case of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale a Subsidiary or of any successor company of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with Issuer) the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, Notes being unconditionally and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is met: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion); (b) F▇▇▇▇▇▇ Mac shall have been provided irrevocably guaranteed by the Servicer (Guarantor or otherwise) all applicable third party reports required pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey of the Substitute Property, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Macany successor company; and (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor shall pay all out of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with such substitution; (d) The Substitute Property shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan substitute by deed poll agreeing to value ratio be bound by the provisions of the Released Project as Note Issuance Agreement and assuming liability for the due and punctual payment and/or delivery of all amounts due in respect of the date Notes, Receipts or Coupons or the Guarantee (as the case may be); (iii) (without prejudice to the generality of (ii) above) where the substitute is incorporated, domiciled or resident in, or subject generally to the taxing jurisdiction of, a territory other than or in addition to (in the case of a substitution in place of the proposed release Issuer) the Cayman Islands or (in the case of a substitution in place of the Released Project Guarantor) the United States of America or any political sub-division thereof or any authority or agency thereof or therein having power to tax, undertakings or covenants being given in the above-mentioned deed poll by the substitute in terms corresponding to the provisions of Condition 8 with the substitution for (or, as determined the case may be, the addition to) the references to the Cayman Islands or the United States of America of references to that other or additional territory in which the substitute is incorporated, domiciled or resident or to whose taxing jurisdiction it is subject and (where applicable) Condition 7(b) shall be modified accordingly; and (iv) no amount due in respect of any Notes being at the relevant time overdue. In the case of a consolidation, merger, sale, lease or conveyance permitted by F▇▇▇▇▇▇ Mac Condition 18 the substitution in accordance with its then existing underwriting methodology and place of the Issuer and/or the Guarantor, as the case may be, (or any previous substitute under this Condition) of the company referred to in all events the Loan to Value Ratio does not exceed 85%; Condition 18 shall be permitted notwithstanding conditions (i) The ratio of the net operating income and the annual debt service to (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(siv) (with a credit for the mortgage review fee previously paidinclusive) for a substitution relating to a Bond Event of Default or this paragraph (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposesa). (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.

Substitution. The Sponsor may at its option Issuer (subject to the conditions set forth “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the relevant Noteholders or Couponholders, substitute at the Parent or any timesubsidiary of the Parent (including TFS) in place of the Issuer as the principal debtor under the Notes, the relative Receipts and from time to timeCoupons, one or more issues the Agency Agreement and (but not more than two issues with respect to each Released Asset in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (defined below)in the case of Registered Notes issued by Toyota Motor Credit Corporation) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds the TMCC Note Agency Agreement (each, a the “Substitute AssetIssuer”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is metthat: (a) The Substitute Property meets all in the case of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteriathe substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, programa Credit Support Agreement, policy in the case of a subsidiary of TFS, between such subsidiary and documentation requirements unless waived TFS being entered into, and the TMC Credit Support Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the TMC Credit Support Agreement, respectively and, in writing by F▇▇▇▇▇▇ Mac. In furtherance the case of a subsidiary of the Parent (and not in limitation being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion)TMC Credit Support Agreement; (b) F▇▇▇▇▇▇ Mac a deed poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall have been provided be executed by the Servicer (or otherwise) all applicable third party reports required pursuant Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole substitution (the “Substitution Documents”) and absolute discretion, to evaluate (without limiting the proposed Substitute Property including but not limited to: generality of the foregoing) under which (i) An environmental report on the proposed Substitute Property Issuer shall undertake in all respects reasonably satisfactory favour of the relevant Noteholders and Couponholders to F▇▇▇▇▇▇ Mac; be bound by the terms and conditions of the relevant Notes, Receipts and Coupons, the provisions of the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the provisions of the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the provisions of the TMCC Note Agency Agreement, as fully as if the Substitute Issuer had been named in the relevant Notes, Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, as the principal debtor in respect of the relevant Notes, Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, in place of the Retiring Issuer; and (ii) An engineering report on the proposed Substitute Property Retiring Issuer shall be released from its obligations as principal debtor in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey respect of the Substitute Propertyrelevant Notes, Receipts and Coupons, the Agency Agreement and (in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (ivin the case of Registered Notes issued by Toyota Motor Credit Corporation) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ MacTMCC Note Agency Agreement; (c) Sponsor without prejudice to the generality of paragraph (b) above, where the Substitute Issuer is subject generally to a taxing jurisdiction differing from or in addition to the taxing jurisdiction to which the Retiring Issuer for which it shall pay all out have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the Substitution Documents in terms corresponding to the provisions of pocket fees Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject of references to the taxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, as the case may be, is subject and expenses of F▇▇▇▇▇▇ Macin such case, including the reasonable costs and expenses of outside counsel in connection with Condition 7 shall be deemed to be modified accordingly when such substitutionsubstitution takes effect; (d) The the Substitution Documents shall contain a warranty and representation (i) that the Substitute Property shall be subject to satisfactory inspection Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by F▇▇▇▇▇▇ Macthe Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes, Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) The underlying bond documents related any credit rating obtained by the Retiring Issuer from a nationally recognised statistical rating organisation which applies to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Macrelevant Notes will not be downgraded as a result of the substitution; (f) Unless waived by F▇▇▇▇▇▇ Maceach stock exchange on which the relevant Notes are admitted to trading shall have confirmed that, following the terms proposed substitution of the Substitute AssetIssuer, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Assetsuch Notes will continue to be admitted to trading on such stock exchange; (g) After giving effect to such substitutionwhere the Substitute Issuer is not a company incorporated in the United Kingdom, the geographic concentration Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Mortgaged Properties is not greater than that prior to relevant Notes, Receipts and Coupons, the substitutionAgency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (h) The ratio in the case of substitution of TCCI or a Canadian subsidiary of the unpaid principal balance Parent in place of the Retiring Issuer, no withholding or other taxes will be payable or required to be withheld by any such Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%Issuer; (i) The ratio legal opinions shall have been delivered to the Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Retiring Issuer are incorporated and in England confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations of the net operating income Substitute Issuer and the annual debt service relevant Notes, Receipts and Coupons, the Agency Agreement and (in the “Debt Service Coverage” or “DCR”case of Registered Notes issued by Toyota Credit Canada Inc.) for the TCCI Note Agency Agreement and in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, are legal, valid and binding obligations of the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated Issuer enforceable in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodologytheir terms; and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, is greater than or equal in the event any Credit Support Agreements are entered into under paragraph (a) above, confirming that any such Credit Support Agreements constitute legal, valid and binding obligations of the Parent, TFS and the Substitute Issuer, as the case may be, enforceable in accordance with its terms; and (j) in connection with any such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the greater consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Retiring Issuer, the Agent, (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent, (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. Upon execution of the Substitution Documents as referred to in paragraph (b) above, (i) the Debt Service Coverage for Substitute Issuer shall be the Released Project relevant Issuer named in the relevant Notes, the Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement) as principal debtor in place of the Closing Date for Retiring Issuer and the Released Project or relevant Notes, Receipts and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, shall thereby be deemed to be amended to give effect to the substitution of the Substitute Issuer as principal debtor; and (ii) the current Debt Service Coverage for Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor in respect of the Released Project for relevant Notes, Receipts and Coupons, the prior twelve Agency Agreement and (12in the case of Registered Notes issued by Toyota Credit Canada Inc.) calendar months, calculated the TCCI Note Agency Agreement and (in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed the case of Registered Notes issued by F▇▇▇▇▇▇ Mac in determining Toyota Motor Credit Corporation) the Debt Service Coverage for TMCC Note Agency Agreement. With effect on and from the time of the substitution of the Substitute Property Issuer in place of the Retiring Issuer: (A) the Retiring Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant Notes, Receipts and in all events the Debt Service Coverage is not less than 1.15%Coupons; (jB) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for Issuer has rights which the delivery Retiring Issuer had in respect of the bonds into a custodial receipt arrangementrelevant Notes, the DCR/LTV of such bonds Receipts and mortgaged project prior Coupons (in each case subject to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; paragraph (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(ic) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby); and (oC) F▇▇▇▇▇▇ Mac the Substitute Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring Issuer had in respect of the relevant Notes, Receipts and Coupons. The Substitution Documents shall have received an opinion be deposited with and held by the Agent and (in the case of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac Registered Notes issued by Toyota Credit Canada Inc.) copied to the TCCI Registrar and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) copied to the TMCC Registrar, for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Receipts, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement. or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Receipts, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement, or in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents. Within 14 days of a substitution taking effect that under this Condition 14, the Retiring Issuer shall give notice of such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac relevant Noteholders in its sole discretionaccordance with Condition 16.

Substitution. The Sponsor may at its option Issuer (subject to the conditions set forth “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the relevant Noteholders or Couponholders, substitute at the Parent or any timesubsidiary of the Parent (including TFS) in place of the Issuer as the principal debtor under the Notes, the relative Coupons, the Agency Agreement and from time to time, one or more issues (but not more than two issues with respect to each Released Asset in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (defined below)in the case of Registered Notes issued by Toyota Motor Credit Corporation) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds the TMCC Note Agency Agreement (each, a the “Substitute AssetIssuer”) for provided that: (a) in the case of the substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, a Credit Support Agreement, in the case of a subsidiary of TFS, between such subsidiary and TFS being entered into, and the TMC Credit Support Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the TMC Credit Support Agreement, respectively and, in the case of a subsidiary of the Parent (and not being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the TMC Credit Support Agreement; (b) a deed poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall be executed by the Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the substitution (the “Substitution Documents”) and (without limiting the generality of the foregoing) under which (i) an Enhanced Custodial Receipt the Substitute Issuer shall undertake in favour of the relevant Noteholders and Couponholders to be bound by the terms and conditions of the relevant Notes and Coupons, the provisions of the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the provisions of the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the provisions of the TMCC Note Agency Agreement, as fully as if there exists with the Substitute Issuer had been named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, as the principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, in place of the Retiring Issuer; and (ii) the Retiring Issuer shall be released from its obligations as principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (c) without prejudice to the underlying Custodian-Held Bonds generality of paragraph (b) above, where the Substitute Issuer is subject generally to a Bond Event of Default (provided that taxing jurisdiction differing from or in addition to the taxing jurisdiction to which the Retiring Issuer for which it shall have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the event Substitution Documents in terms corresponding to the Bond Event provisions of Default arises Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject of references to the taxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, as the case may be, is subject and in such case, Condition 7 shall be deemed to be modified accordingly when such substitution takes effect; (d) the Substitution Documents shall contain a warranty and representation (i) that the Substitute Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by the Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) any credit rating obtained by the Retiring Issuer from a payment default nationally recognised statistical rating organisation which applies to the relevant Notes will not be downgraded as a result of the substitution; (f) each stock exchange on which the underlying Custodian-Held Bond relevant Notes are admitted to trading shall have confirmed that, following the Sponsor may only request release proposed substitution of the Substitute Issuer, such Enhanced Custodial Receipt Notes will continue to be admitted to trading on such stock exchange; (g) where the Substitute Issuer is not a company incorporated in the United Kingdom, the Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the relevant Notes and provide Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (h) in the case of substitution of TCCI or a Canadian subsidiary of the Parent (“Canadian Replacement Subsidiary”) in place of the Retiring Issuer, no withholding or other taxes will be payable or required to be withheld by any such Substitute Asset pursuant to this Section 3.19 if such payment default causes Issuer other than in respect of a holder of the Enhanced Custodial Receipts to relevant Notes or Coupons that: (i) does not receive full and current paymentdeal at arm’s length (within the meaning of the Income Tax Act (Canada)) with TCCI or the Canadian Replacement Subsidiary (as applicable) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default existsis, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection does not deal at arm’s length with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (eachany person who is, a “Released Asset”) shall be released from specified shareholder” of TCCI or the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is met: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating Canadian Replacement Subsidiary (as determined by F▇▇▇▇▇▇ Macapplicable) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion); (b) F▇▇▇▇▇▇ Mac shall have been provided by the Servicer (or otherwise) all applicable third party reports required pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey purposes of the Substitute Property, thin capitalisation rules in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and the Income Tax Act (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor shall pay all out of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with such substitution; (d) The Substitute Property shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%Canada); (i) The ratio legal opinions shall have been delivered to the Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Retiring Issuer are incorporated and in England confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations of the net operating income Substitute Issuer and the annual debt service relevant Notes and Coupons, the Agency Agreement and (in the “Debt Service Coverage” or “DCR”case of Registered Notes issued by Toyota Credit Canada Inc.) for the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, are legal, valid and binding obligations of the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated Issuer enforceable in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodologytheir terms; and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, is greater than or equal in the event any Credit Support Agreements are entered into under paragraph (a) above, confirming that any such Credit Support Agreements constitute legal, valid and binding obligations of the Parent, TFS and the Substitute Issuer, as the case may be, enforceable in accordance with its terms; and (j) in connection with any such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the greater consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Retiring Issuer, the Agent, (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent, (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. Upon execution of the Substitution Documents as referred to in paragraph (b) above, (i) the Debt Service Coverage for Substitute Issuer shall be the Released Project relevant Issuer named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement as principal debtor in place of the Closing Date for Retiring Issuer and the Released Project or relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, shall thereby be deemed to be amended to give effect to the substitution of the Substitute Issuer as principal debtor; and (ii) the current Debt Service Coverage for Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor in respect of the Released Project for relevant Notes and Coupons, the prior twelve Agency Agreement and (12in the case of Registered Notes issued by Toyota Credit Canada Inc.) calendar months, calculated the TCCI Note Agency Agreement and (in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed the case of Registered Notes issued by F▇▇▇▇▇▇ Mac in determining Toyota Motor Credit Corporation) the Debt Service Coverage for TMCC Note Agency Agreement. With effect on and from the time of the substitution of the Substitute Property Issuer in place of the Retiring Issuer: (A) the Retiring Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant Notes and in all events the Debt Service Coverage is not less than 1.15%Coupons; (jB) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for Issuer has rights which the delivery Retiring Issuer had in respect of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds relevant Notes and mortgaged project prior Coupons (in each case subject to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; paragraph (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(ic) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby); and (oC) F▇▇▇▇▇▇ Mac the Substitute Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring Issuer had in respect of the relevant Notes and Coupons. The Substitution Documents shall have received an opinion be deposited with and held by the Agent and (in the case of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac Registered Notes issued by Toyota Credit Canada Inc.) copied to the TCCI Registrar and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) copied to the TMCC Registrar, for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents. Within 14 days of a substitution taking effect that under this Condition 14, the Retiring Issuer shall give notice of such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac relevant Noteholders in its sole discretionaccordance with Condition 16.

Substitution. The Sponsor may at its option (subject 14.1 To the extent that Condition 24 does not apply, the Trustee may, without the consent of the Noteholders, the Receiptholders or the Couponholders, agree to the conditions set forth below) substitute at any time, and from time to time, one or more issues (but not more than two issues with respect to each Released Asset (defined below)) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a “Substitute Asset”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Prethe Guarantor or any of its wholly owned subsidiaries for UPM-Selected Deposited Asset Kymmene Finance as the principal debtor in connection with the sale respect of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, Notes and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is met: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released Coupons (the “Released ProjectSubstituted Issuer”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion); (b) F▇▇▇▇▇▇ Mac shall have been provided by the Servicer (or otherwise) all applicable third party reports required pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited tothat: (i) An environmental report on the proposed Substitute Property a supplemental trust deed (expressed to be supplemental to this Trust Deed) and such other documents (if any) in all respects reasonably form and manner satisfactory to F▇▇▇▇▇▇ Macthe Trustee or such other deeds, documents and instruments (if any) as the Trustee may require shall be executed by the Substituted Issuer, UPM-Kymmene Finance and/or the Guarantor as may be necessary to give full effect to the substitution (the “Documents”) and (without limiting the generality of the foregoing) pursuant to which the Substituted Issuer shall undertake in favour of each Noteholder and Couponholder to be bound by the Conditions and the provisions of this Trust Deed and the Paying Agency Agreement as fully as if the Substituted Issuer had been named in the Notes, the Coupons, this Trust Deed and the Paying Agency Agreement as the principal debtor in respect of the Notes and the Coupons in place of UPM-Kymmene Finance (or of any previous substitute under this Clause 14) provided that, only in the case of a substitution of a company other than the Guarantor, the Guarantee is or remains in full force and effect in relation to the Notes and Coupons following such substitution; (ii) An engineering report if the Substituted Issuer is incorporated, located, domiciled, or resident for taxation purposes in a place other than the jurisdiction of incorporation of UPM-Kymmene Finance (or of any previous substitute under this Clause 14) the Substituted Issuer will (unless the Trustee otherwise agrees), give to the Trustee on behalf of the proposed Substitute Property Noteholders an undertaking in all respects reasonably form and manner satisfactory to F▇▇▇▇▇▇ Macthe Trustee in terms corresponding to the provisions of Conditions 10 and 12; (iii) A survey of the Substitute Property, in all respects reasonably Documents shall contain warranties and representations satisfactory to F▇▇▇▇▇▇ Mac; andthe Trustee (A) that the Substituted Issuer has obtained all necessary governmental and regulatory approvals and consents for such substitution, that the Substituted Issuer has obtained all (if any) necessary governmental and regulatory approvals and consents for the performance by the Substituted Issuer of its obligations under the Documents and that all such approvals and consents are in full force and effect, (B) that the obligations assumed by the Substituted Issuer are legal, valid and binding, and (C) that (if applicable) the Guarantee is or remains in full force and effect in relation to the Notes and any Coupons; (iv) An appraisal legal opinions satisfactory to the Trustee shall have been delivered to the Trustee from lawyers of recognised standing in the country of incorporation of the Substituted Issuer, as to matters of law of that country, confirming the buyer in the United States; matters specified in Clause 14.1(iii); and from lawyers of recognised standing in England, the Republic of Finland and any other relevant jurisdiction (including The Netherlands and/or the jurisdiction of incorporation of any previous substitute under this Clause 14), confirming any matters referred to in Clause 14.1(i), (ii) and (iii) as the Trustee shall consider in its discretion to be appropriate in the context of such substitution. 14.2 Upon the execution of the Documents as referred to in Clause 14.1 the Substituted Issuer shall be deemed to be named in this Trust Deed, the Notes and the Coupons as the principal debtor in place of the relevant Issuer or any previous Substituted Issuer, as the case may be, and this Trust Deed, the Notes and the Coupons shall thereupon be deemed to be amended to give effect to the substitution. The execution of the Documents shall, if so expressed, in the case of the substitution of a Substituted Issuer or any previous Substituted Issuer, as the case may be, as principal debtor, operate to release the relevant Issuer from all of its obligations as principal debtor of this Trust Deed, the Notes and the Coupons. 14.3 The Documents shall be deposited with and held by the Trustee for so long as any Notes remain outstanding and for so long as any claim made against the Substituted Issuer or the previous Issuer by any Noteholder or Couponholder in relation to the Notes, the Coupons or the Documents shall not have been finally adjudicated, settled or discharged. 14.4 Not later than 30 days after the execution of the Documents, the Substituted Issuer shall give notice thereof to the Noteholders and Couponholders in accordance with Condition 21. 14.5 In connection with any substitution effected pursuant to this Clause 14, neither the Trustee, the previous Issuer nor any Substituted Issuer need have any regard to the consequences of any such substitution for individual Noteholders or Couponholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with or subject to the jurisdiction of, any particular territory and no Noteholder or Couponholder shall be entitled to claim from the previous Issuer or any Substituted Issuer under this Trust Deed, the Notes and the Coupons any indemnification or payment in respect of any tax or other consequences arising from such substitution. 14.6 The Trustee shall be entitled to refuse to approve any Substituted Issuer if, pursuant to the law of the country of incorporation of the Substituted Issuer, the assumption by the Substituted Issuer of its obligations under this Trust Deed imposes material responsibilities on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac;Trustee over and above those which have been assumed under this Trust Deed. 14.7 If any two directors (cor other equivalent senior officers) Sponsor shall pay all out of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with such substitution; (d) The Substitute Property shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than Substituted Issuer certify that immediately prior to the substitution; (h) The ratio assumption of its obligations as Substituted Issuer under this Trust Deed the Substituted Issuer is solvent after taking account of all prospective and contingent liabilities resulting from its becoming the Substituted Issuer, the Trustee need not have regard to the financial condition, profits or prospects of the unpaid principal balance of Substituted Issuer or compare the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance same with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%; (i) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess those of the principal amount debtor or (as the case may be) the Guarantor (or of any previous substitute under this Clause 14). 14.8 At any time after a substitution pursuant to Clause 14.1, the Trustee may, without the consent of the Substitute Asset(sNoteholders or Couponholders, agree to the substitution of any other wholly owned subsidiary of the Guarantor (as more fully described in Clause 14.1) as the principal debtor in respect of the Notes and when required by the Series Certificate AgreementCoupons or to undertake its obligations in respect of the Notes and the Coupons provided that all the provisions specified in Clauses 14.1 to 14.7 (inclusive) above shall apply, and if mutatis mutandis. 14.9 At any time after a substitution pursuant to Clause 14.1, the Contraction is greater than 5%Trustee may, thenwithout the consent of the Noteholders or Couponholders, in addition agree to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on re-substitution of UPM- Kymmene Finance as the amount by which the unpaid principal balance debtor in respect of the Released Asset exceeds Notes and the unpaid principal balance Coupons or to undertake its obligations in respect of the Substitute Asset(sNotes and the Coupons, provided that all the provisions specified in Clauses 14.1 to 14.7 (inclusive) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac above shall have executed an addendum apply, mutatis mutandis, to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to UPM-Kymmene Finance for the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposesSubstituted Issuer. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.

Substitution. (i) The Sponsor Issuer (where the Issuer is other than Telekom Austria) may, without the consent of the Noteholders, the Receiptholders or the Couponholders be replaced and substituted by the Guarantor or any other company (provided such company is domiciled in a Member State of the European Union) of which more than 90 per cent. of the shares or other equity interests (as the case may at its option be) carrying the right to vote are directly or indirectly owned by the Guarantor, as principal debtor (in such capacity, the ‘‘Substituted Debtor’’) in respect of the Notes provided that: (A) a deed poll and such other documents (if any) shall be executed by the Substituted Debtor and (if the Substituted Debtor is not the Guarantor) the Guarantor as may be necessary to give full effect to the substitution (together the ‘‘Documents’’) and (without limiting the generality of the foregoing) pursuant to which the Substituted Debtor shall undertake in favour of each Noteholder, Receiptholder and Couponholder to be bound by the Conditions and the provisions of the Agency Agreement and the Deed of Covenant as fully as if the Substituted Debtor had been named in the Notes, the Agency Agreement and the Deed of Covenant as the principal debtor in respect of the Notes in place of the Issuer (or any previous substitute) and (if the Substituted Debtor is not the Guarantor) pursuant to which the Guarantor shall irrevocably and unconditionally guarantee in favour of each Noteholder, Couponholder and Receiptholder the payment of all sums payable by the Substituted Debtor as such principal debtor substantially in the form of the Guarantee; (B) without prejudice to the generality of Condition 15(b)(i)(A), where the Substituted Debtor is incorporated, domiciled or resident for taxation purposes in a territory other than the Tax Jurisdiction of the Issuer, the Documents shall (a) contain a covenant by the Substituted Debtor and/or such other provisions as may be necessary to ensure that each Noteholder, Receiptholder and Couponholder has the benefit of a covenant in terms corresponding to the provisions of Condition 8 with the substitution for the references to the Tax Jurisdiction of the Issuer of references to the Tax Jurisdiction in which the Substituted Debtor is incorporated, domiciled and/or resident for taxation purposes and (b) shall amend Condition 7(b)(i) so that the reference to ‘‘the date on which agreement is reached to issue the first Tranche of the Notes’’ is replaced by a reference to the date the substitution is effected. The Documents shall also contain a covenant by the Substituted Debtor and (if the Substituted Debtor is not the Guarantor) the Guarantor to indemnify and hold harmless each Noteholder, Receiptholder and Couponholder against all liabilities, costs, charges and expenses provided that insofar as the liabilities, costs, charges and expenses are taxes or duties, the same arise by reason of a law or regulation having legal effect or being in reasonable contemplation thereof on the date such substitution becomes effective, which may be incurred or levied against such holder as a result of any substitution pursuant to this Condition and which would not have been so incurred or levied had such substitution not been made (and, without limiting the foregoing, such liabilities, costs, charges and expenses shall include any and all taxes or duties which are imposed on any such Noteholder, Receiptholder and Couponholder by any political sub-division or taxing authority of any country in which such Noteholder, Receiptholder or Couponholder resides or is subject to any such tax or duty and which would not have been so imposed had such substitution not been made); (C) the conditions set forth belowDocuments shall contain a warranty and representation by the Substituted Debtor and (if the Substituted Debtor is not the Guarantor) substitute the Guarantor (x) that the Substituted Debtor and (if the Substituted Debtor is not the Guarantor) the Guarantor have obtained all necessary governmental and regulatory approvals and consents for such substitution and (if the Substituted Debtor is not the Guarantor) for the giving by the Guarantor of the guarantee in respect of the obligations of the Substituted Debtor, that each of the Substituted Debtor and the Guarantor (if the Substituted Debtor is not the Guarantor) has obtained all necessary governmental and regulatory approvals and consents for the performance by each of the Substituted Debtor and the Guarantor (if the Substituted Debtor is not the Guarantor) of its obligations under the Documents and that all such approvals and consents are in full force and effect and (y) that the obligations assumed by each of the Substituted Debtor and the Guarantor (if the Substituted Debtor is not the Guarantor) under the Documents are all valid and binding in accordance with their respective terms and enforceable by each Noteholder, Receiptholder and Couponholder; (D) each stock exchange on which the Notes are listed or admitted to trading shall have confirmed that following the proposed substitution of the Substituted Debtor the Notes will continue to be listed and/or admitted to trading on such stock exchange and the Substituted Debtor and/or the Guarantor shall make such documents available for inspection at any timethe office of the Paying Agent in Luxembourg as are then required by the Commission de Surveillance du Secteur Financier; (E) the Substituted Debtor shall have delivered to the Agent or procured the delivery to the Agent of a legal opinion from a leading firm of lawyers acting for the Substituted Debtor to the effect that the Documents constitute legal, valid and from time binding obligations of the Substituted Debtor, such opinion to time, one or more issues (but be dated not more than two issues with respect to each Released Asset (defined below)) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a “Substitute Asset”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect seven days prior to the underlying Custodian-Held Bonds date of substitution of the Substituted Debtor for the Issuer and to be available for inspection by Noteholders, Receiptholders and Couponholders at the specified office of the Agent; (F) the Guarantor shall have delivered to the Agent or procured the delivery to the Agent of a Bond Event legal opinion from a leading firm of Default (provided Austrian lawyers acting for the Guarantor to the effect that in the event case where the Bond Event Substituted Debtor is not the Guarantor, the Documents (including the guarantee given by the Guarantor in respect of Default arises the Substituted Debtor) constitute legal, valid and binding obligations of the Guarantor, such opinion to be dated not more than seven days prior to the date of substitution of the Substituted Debtor for the Issuer and to be available for inspection by Noteholders, Receiptholders and Couponholders at the specified office of any Paying Agent; (G) the Guarantor shall have delivered to the Agent or procured the delivery to the Agent of a legal opinion from a payment default on leading firm of English lawyers to the underlying Custodian-Held Bond effect that the Sponsor may only request release Documents (including the guarantee given by the Guarantor in respect of the Substituted Debtor) constitute legal, valid and binding obligations of the parties thereto under English law, such Enhanced Custodial Receipt and provide a Substitute Asset pursuant opinion to this Section 3.19 if such payment default causes be dated not more than seven days prior to the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue date of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset the Substituted Debtor for the Issuer and to be available for inspection by Noteholders, Receiptholders and Couponholders at the specified office of any Paying Agent; and (H) the Substituted Debtor shall have appointed the process agent appointed by the Issuer in Condition 18 as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the sale Notes. (ii) Upon the execution of the related Pre-Selected Mortgaged Property pursuant documents as referred to Section 3.20 hereofin Condition 15(b)(i)(A) above, the Substituted Debtor shall be deemed to be named in the Notes as the principal debtor in place of the Issuer (or of any previous substitute under these provisions) and the Notes shall thereupon be deemed to be amended to give effect to the substitution. The Enhanced Custodial Receipts execution of the Documents shall operate to release the Issuer as issuer (or Enhanced Bonds available to be substituted for such previous substitute as aforesaid) from all of its obligations as principal debtor in accordance with respect of the foregoing sentence Notes. (each, a “Released Asset”iii) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) The Documents shall be deposited with and held by the Administrator pursuant Agent for so long as any Note remains outstanding and for so long as any claim made against the Substituted Debtor or (if the Substituted Debtor is not the Guarantor) the Guarantor by any Noteholder, Receiptholder or Couponholder in relation to the terms Notes or the documents shall not have been finally adjudicated, settled or discharged. The Substituted Debtor and (if the Substituted Debtor is not the Guarantor) the Guarantor shall acknowledge in the Documents the right of every Noteholder, Receiptholder and Couponholder to the production of the Series Certificate Agreement in accordance with Documents for the terms thereof, if each enforcement of any of the following conditions is met: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of Notes or the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion); (b) F▇▇▇▇▇▇ Mac shall have been provided by the Servicer (or otherwise) all applicable third party reports required pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey of the Substitute Property, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; andDocuments. (iv) An appraisal on Not later than 15 business days after the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor execution of the Documents, the Substituted Debtor shall pay all out of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with such substitution; (d) The Substitute Property shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related give notice thereof to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac Noteholders in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%; (i) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposesCondition 14. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.

Substitution. The Sponsor may at its option Issuer (subject to the conditions set forth “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the relevant Noteholders or Couponholders, substitute at the Parent or any timesubsidiary of the Parent (including TFS) in place of the Issuer as the principal debtor under the Notes, the relative Coupons, the Agency Agreement and from time to time, one or more issues (but not more than two issues with respect to each Released Asset in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (defined below)in the case of Registered Notes issued by Toyota Motor Credit Corporation) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds the TMCC Note Agency Agreement (each, a the “Substitute AssetIssuer”) for provided that: (a) in the case of the substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, a Credit Support Agreement, in the case of a subsidiary of TFS, between such subsidiary and TFS being entered into, and the TMC Credit Support Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the TMC Credit Support Agreement, respectively and, in the case of a subsidiary of the Parent (and not being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the TMC Credit Support Agreement; (b) a deed poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall be executed by the Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the substitution (the “Substitution Documents”) and (without limiting the generality of the foregoing) under which (i) an Enhanced Custodial Receipt the Substitute Issuer shall undertake in favour of the relevant Noteholders and Couponholders to be bound by the terms and conditions of the relevant Notes and Coupons, the provisions of the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the provisions of the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the provisions of the TMCC Note Agency Agreement, as fully as if there exists with the Substitute Issuer had been named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, as the principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, in place of the Retiring Issuer; and (ii) the Retiring Issuer shall be released from its obligations as principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (c) without prejudice to the underlying Custodian-Held Bonds generality of paragraph (b) above, where the Substitute Issuer is subject generally to a Bond Event of Default (provided that taxing jurisdiction differing from or in addition to the taxing jurisdiction to which the Retiring Issuer for which it shall have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the event Substitution Documents in terms corresponding to the Bond Event provisions of Default arises Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject of references to the taxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, as the case may be, is subject and in such case, Condition 7 shall be deemed to be modified accordingly when such substitution takes effect; (d) the Substitution Documents shall contain a warranty and representation (i) that the Substitute Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by the Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) any credit rating obtained by the Retiring Issuer from a payment default nationally recognised statistical rating organisation which applies to the relevant Notes will not be downgraded as a result of the substitution; (f) each stock exchange on which the underlying Custodian-Held Bond relevant Notes are admitted to trading shall have confirmed that, following the Sponsor may only request release proposed substitution of the Substitute Issuer, such Enhanced Custodial Receipt Notes will continue to be admitted to trading on such stock exchange; (g) where the Substitute Issuer is not a company incorporated in the United Kingdom, the Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the relevant Notes and provide Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (h) in the case of substitution of TCCI or a Canadian subsidiary of the Parent (“Canadian Replacement Subsidiary”) in place of the Retiring Issuer, no withholding or other taxes will be payable or required to be withheld by any such Substitute Asset pursuant to this Section 3.19 if such payment default causes Issuer other than in respect of a holder of the Enhanced Custodial Receipts to relevant Notes and Coupons that: (i) does not receive full and current paymentdeal at arm’s length (within the meaning of the Income Tax Act (Canada)) with TCCI or the Canadian Replacement Subsidiary (as applicable) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default existsis, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection does not deal at arm’s length with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (eachany person who is, a “Released Asset”) shall be released from specified shareholder” of TCCI or the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is met: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating Canadian Replacement Subsidiary (as determined by F▇▇▇▇▇▇ Macapplicable) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion); (b) F▇▇▇▇▇▇ Mac shall have been provided by the Servicer (or otherwise) all applicable third party reports required pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey purposes of the Substitute Property, thin capitalisation rules in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and the Income Tax Act (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor shall pay all out of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with such substitution; (d) The Substitute Property shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%Canada); (i) The ratio legal opinions shall have been delivered to the Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Retiring Issuer are incorporated and in England confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations of the net operating income Substitute Issuer and the annual debt service relevant Notes and Coupons, the Agency Agreement and (in the “Debt Service Coverage” or “DCR”case of Registered Notes issued by Toyota Credit Canada Inc.) for the TCCI Note Agency Agreement and in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, are legal, valid and binding obligations of the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated Issuer enforceable in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodologytheir terms; and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, is greater than or equal in the event any Credit Support Agreements are entered into under paragraph (a) above, confirming that any such Credit Support Agreements constitute legal, valid and binding obligations of the Parent, TFS and the Substitute Issuer, as the case may be, enforceable in accordance with its terms; and (j) in connection with any such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the greater consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Retiring Issuer, the Agent, (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent, (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. Upon execution of the Substitution Documents as referred to in paragraph (b) above, (i) the Debt Service Coverage for Substitute Issuer shall be the Released Project relevant Issuer named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement) as principal debtor in place of the Closing Date for Retiring Issuer and the Released Project or relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, shall thereby be deemed to be amended to give effect to the substitution of the Substitute Issuer as principal debtor; and (ii) the current Debt Service Coverage for Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor in respect of the Released Project for relevant Notes and Coupons, the prior twelve Agency Agreement and (12in the case of Registered Notes issued by Toyota Credit Canada Inc.) calendar months, calculated the TCCI Note Agency Agreement and (in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed the case of Registered Notes issued by F▇▇▇▇▇▇ Mac in determining Toyota Motor Credit Corporation) the Debt Service Coverage for TMCC Note Agency Agreement. With effect on and from the time of the substitution of the Substitute Property Issuer in place of the Retiring Issuer: (A) the Retiring Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant Notes and in all events the Debt Service Coverage is not less than 1.15%Coupons; (jB) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for Issuer has rights which the delivery Retiring Issuer had in respect of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds relevant Notes and mortgaged project prior Coupons (in each case subject to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; paragraph (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(ic) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby); and (oC) F▇▇▇▇▇▇ Mac the Substitute Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring Issuer had in respect of the relevant Notes and Coupons. The Substitution Documents shall have received an opinion be deposited with and held by the Agent and (in the case of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac Registered Notes issued by Toyota Credit Canada Inc.) copied to the TCCI Registrar and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) copied to the TMCC Registrar, for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement. or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement, or in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents. Within 14 days of a substitution taking effect that under this Condition 14, the Retiring Issuer shall give notice of such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac relevant Noteholders in its sole discretionaccordance with Condition 16.

Substitution. The Sponsor may at its option Issuer (subject to the conditions set forth “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the relevant Noteholders or Couponholders, substitute at the Parent or any timesubsidiary of the Parent (including TFS) in place of the Issuer as the principal debtor under the Notes, the relative Coupons, the Agency Agreement and from time to time, one or more issues (but not more than two issues with respect to each Released Asset in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (defined below)in the case of Registered Notes issued by Toyota Motor Credit Corporation) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds the TMCC Note Agency Agreement (each, a the “Substitute AssetIssuer”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is metthat: (a) The Substitute Property meets all in the case of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteriathe substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, programa Credit Support Agreement, policy in the case of a subsidiary of TFS, between such subsidiary and documentation requirements unless waived TFS being entered into, and the TMC Credit Support Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the TMC Credit Support Agreement, respectively and, in writing by F▇▇▇▇▇▇ Mac. In furtherance the case of a subsidiary of the Parent (and not in limitation being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion)TMC Credit Support Agreement; (b) F▇▇▇▇▇▇ Mac a deed poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall have been provided be executed by the Servicer (or otherwise) all applicable third party reports required pursuant Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole substitution (the “Substitution Documents”) and absolute discretion, to evaluate (without limiting the proposed Substitute Property including but not limited to: generality of the foregoing) under which (i) An environmental report on the proposed Substitute Property Issuer shall undertake in all respects reasonably satisfactory favour of the relevant Noteholders and Couponholders to F▇▇▇▇▇▇ Mac; be bound by the Terms and Conditions and Coupons, the provisions of the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the provisions of the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the provisions of the TMCC Note Agency Agreement, as fully as if the Substitute Issuer had been named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, as the principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, in place of the Retiring Issuer; and (ii) An engineering report on the proposed Substitute Property Retiring Issuer shall be released from its obligations as principal debtor in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey respect of the Substitute Propertyrelevant Notes and Coupons, the Agency Agreement and (in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (ivin the case of Registered Notes issued by Toyota Motor Credit Corporation) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ MacTMCC Note Agency Agreement; (c) Sponsor without prejudice to the generality of paragraph (b) above, where the Substitute Issuer is subject generally to a taxing jurisdiction differing from or in addition to the taxing jurisdiction to which the Retiring Issuer for which it shall pay all out have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the Substitution Documents in terms corresponding to the provisions of pocket fees Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject of references to the taxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, as the case may be, is subject and expenses of F▇▇▇▇▇▇ Macin such case, including the reasonable costs and expenses of outside counsel in connection with Condition 7 shall be deemed to be modified accordingly when such substitutionsubstitution takes effect; (d) The the Substitution Documents shall contain a warranty and representation (i) that the Substitute Property shall be subject to satisfactory inspection Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by F▇▇▇▇▇▇ Macthe Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) The underlying bond documents related any credit rating obtained by the Retiring Issuer from a nationally recognised statistical rating organisation which applies to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Macrelevant Notes will not be downgraded as a result of the substitution; (f) Unless waived by F▇▇▇▇▇▇ Maceach stock exchange on which the relevant Notes are admitted to trading shall have confirmed that, following the terms proposed substitution of the Substitute AssetIssuer, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Assetsuch Notes will continue to be admitted to trading on such stock exchange; (g) After giving effect to such substitutionwhere the Substitute Issuer is not a company incorporated in the United Kingdom, the geographic concentration Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Mortgaged Properties is not greater than that prior to relevant Notes and Coupons, the substitutionAgency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (h) The ratio in the case of substitution of TCCI or a Canadian subsidiary of the unpaid principal balance Parent (“Canadian Replacement Subsidiary”) in place of the Retiring Issuer, no withholding or other taxes will be payable or required to be withheld by any such Substitute Asset to the value Issuer other than in respect of a holder of the Substitute Property (the “Loan to Value Ratio” relevant Notes or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of Coupons that: (i) does not deal at arm’s length (within the loan to value ratio meaning of the Released Project Income Tax Act (Canada)) with TCCI or the Canadian Replacement Subsidiary (as of the Closing Date or (iiapplicable) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%; (i) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.or

Substitution. The Sponsor may at its option Issuer (subject to the conditions set forth “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the relevant Noteholders or Couponholders, substitute at the Parent or any timesubsidiary of the Parent (including TFS) in place of the Issuer as the principal debtor under the Notes, the relative Coupons, the Agency Agreement and from time to time, one or more issues (but not more than two issues with respect to each Released Asset in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (defined below)in the case of Registered Notes issued by Toyota Motor Credit Corporation) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds the TMCC Note Agency Agreement (each, a the “Substitute AssetIssuer”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is metthat: (a) The Substitute Property meets all in the case of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteriathe substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, programa Credit Support Agreement, policy in the case of a subsidiary of TFS, between such subsidiary and documentation requirements unless waived TFS being entered into, and the TMC Credit Support Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the TMC Credit Support Agreement, respectively and, in writing by F▇▇▇▇▇▇ Mac. In furtherance the case of a subsidiary of the Parent (and not in limitation being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion)TMC Credit Support Agreement; (b) F▇▇▇▇▇▇ Mac a deed poll substantially in the form set out in Appendix F to the Agency Agreement (and such other documents (if any)) shall have been provided be executed by the Servicer (or otherwise) all applicable third party reports required pursuant Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole substitution (the “Substitution Documents”) and absolute discretion, to evaluate (without limiting the proposed Substitute Property including but not limited to: generality of the foregoing) under which (i) An environmental report on the proposed Substitute Property Issuer shall undertake in all respects reasonably satisfactory favour of the relevant Noteholders and Couponholders to F▇▇▇▇▇▇ Mac; be bound by the Terms and Conditions and Coupons, the provisions of the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the provisions of the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the provisions of the TMCC Note Agency Agreement, as fully as if the Substitute Issuer had been named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, as the principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, in place of the Retiring Issuer; and (ii) An engineering report on the proposed Substitute Property Retiring Issuer shall be released from its obligations as principal debtor in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey respect of the Substitute Propertyrelevant Notes and Coupons, the Agency Agreement and (in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (ivin the case of Registered Notes issued by Toyota Motor Credit Corporation) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ MacTMCC Note Agency Agreement; (c) Sponsor without prejudice to the generality of paragraph (b) above, where the Substitute Issuer is subject generally to a taxing jurisdiction differing from or in addition to the taxing jurisdiction to which the Retiring Issuer for which it shall pay all out have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the Substitution Documents in terms corresponding to the provisions of pocket fees Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject of references to the taxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, as the case may be, is subject and expenses of F▇▇▇▇▇▇ Macin such case, including the reasonable costs and expenses of outside counsel in connection with Condition 7 shall be deemed to be modified accordingly when such substitutionsubstitution takes effect; (d) The the Substitution Documents shall contain a warranty and representation (i) that the Substitute Property shall be subject to satisfactory inspection Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by F▇▇▇▇▇▇ Macthe Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) The underlying bond documents related any credit rating obtained by the Retiring Issuer from a nationally recognised statistical rating organisation which applies to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Macrelevant Notes will not be downgraded as a result of the substitution; (f) Unless waived by F▇▇▇▇▇▇ Maceach stock exchange on which the relevant Notes are admitted to trading shall have confirmed that, following the terms proposed substitution of the Substitute AssetIssuer, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Assetsuch Notes will continue to be admitted to trading on such stock exchange; (g) After giving effect to such substitutionwhere the Substitute Issuer is not a company incorporated in the United Kingdom, the geographic concentration Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Mortgaged Properties is not greater than that prior to relevant Notes and Coupons, the substitutionAgency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (h) The ratio in the case of substitution of Toyota Credit Canada Inc. or a Canadian subsidiary of the unpaid principal balance Parent (“Canadian Replacement Subsidiary”) in place of the Retiring Issuer, no withholding or other taxes will be payable or required to be withheld by any such Substitute Asset to the value Issuer other than in respect of a holder of the Substitute Property (the “Loan to Value Ratio” relevant Notes or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of Coupons that: (i) does not deal at arm’s length (within the loan to value ratio meaning of the Released Project Income Tax Act (Canada)) with Toyota Credit Canada Inc. or the Canadian Replacement Subsidiary (as of the Closing Date or applicable), (ii) the loan to value ratio is a “specified entity” (as defined in subsection 18.4(1) of the Released Project Income Tax Act (Canada)) in respect of Toyota Credit Canada Inc. or the Canadian Replacement Subsidiary (as applicable) or (iii) is, or does not deal at arm’s length with any person who is, a “specified shareholder” of Toyota Credit Canada Inc. or the Canadian Replacement Subsidiary (as applicable) for the purposes of the date of thin capitalisation rules in the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%Income Tax Act (Canada); (i) The ratio legal opinions shall have been delivered to the Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Retiring Issuer are incorporated and in England confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations of the net operating income Substitute Issuer and the annual debt service relevant Notes and Coupons, the Agency Agreement and (in the “Debt Service Coverage” or “DCR”case of Registered Notes issued by Toyota Credit Canada Inc.) for the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, are legal, valid and binding obligations of the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated Issuer enforceable in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodologytheir terms; and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, is greater than or equal in the event any Credit Support Agreements are entered into under paragraph (a) above, confirming that any such Credit Support Agreements constitute legal, valid and binding obligations of the Parent, TFS and the Substitute Issuer, as the case may be, enforceable in accordance with its terms; and (j) in connection with any such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the greater consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Retiring Issuer, the Agent, (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent, (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. Upon execution of the Substitution Documents as referred to in paragraph (b) above, (i) the Debt Service Coverage for Substitute Issuer shall be the Released Project Issuer named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement as principal debtor in place of the Closing Date for Retiring Issuer and the Released Project or relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, shall thereby be deemed to be amended to give effect to the substitution of the Substitute Issuer as principal debtor; and (ii) the current Debt Service Coverage for Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor in respect of the Released Project for relevant Notes and Coupons, the prior twelve Agency Agreement and (12in the case of Registered Notes issued by Toyota Credit Canada Inc.) calendar months, calculated the TCCI Note Agency Agreement and (in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed the case of Registered Notes issued by F▇▇▇▇▇▇ Mac in determining Toyota Motor Credit Corporation) the Debt Service Coverage for TMCC Note Agency Agreement. With effect on and from the time of the substitution of the Substitute Property Issuer in place of the Retiring Issuer: (A) the Retiring Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant Notes and in all events the Debt Service Coverage is not less than 1.15%Coupons; (jB) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for Issuer has rights which the delivery Retiring Issuer had in respect of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds relevant Notes and mortgaged project prior Coupons (in each case subject to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; paragraph (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(ic) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby); and (oC) F▇▇▇▇▇▇ Mac the Substitute Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring Issuer had in respect of the relevant Notes and Coupons. The Substitution Documents shall have received an opinion be deposited with and held by the Agent and (in the case of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac Registered Notes issued by Toyota Credit Canada Inc.) copied to the TCCI Registrar and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) copied to the TMCC Registrar, for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents. Within 14 days of a substitution taking effect that under this Condition 14, the Retiring Issuer shall give notice of such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac relevant Noteholders in its sole discretionaccordance with Condition 16.

Substitution. The Sponsor may at its option Issuer (subject to the conditions set forth “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the relevant Noteholders or Couponholders, substitute at the Parent or any timesubsidiary of the Parent (including TFS) in place of the Issuer as the principal debtor under the Notes, the relative Receipts and from time to time, one or more issues Coupons and the Agency Agreement (but not more than two issues with respect to each Released Asset (defined below)) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a the “Substitute AssetIssuer”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is metthat: (a) The Substitute Property meets all in the case of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteriathe substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, programa Credit Support Agreement, policy in the case of a subsidiary of TFS, between such subsidiary and documentation requirements unless waived TFS being entered into, and the Basic Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the Basic Agreement, respectively and, in writing by F▇▇▇▇▇▇ Mac. In furtherance the case of a subsidiary of the Parent (and not in limitation being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion)Basic Agreement; (b) F▇▇▇▇▇▇ Mac a deed poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall have been provided be executed by the Servicer (or otherwise) all applicable third party reports required pursuant Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole substitution (the “Substitution Documents”) and absolute discretion, to evaluate (without limiting the proposed Substitute Property including but not limited to: generality of the foregoing) under which (i) An environmental report on the proposed Substitute Property Issuer shall undertake in all respects reasonably satisfactory favour of the relevant Noteholders and Couponholders to F▇▇▇▇▇▇ Mac; be bound by the terms and conditions of the relevant Notes, Receipts and Coupons and the provisions of the Agency Agreement as fully as if the Substitute Issuer had been named in the relevant Notes, Receipts and Coupons and the Agency Agreement as the principal debtor in respect of the relevant Notes, Receipts and Coupons and the Agency Agreement in place of the Retiring Issuer; and (ii) An engineering report on the proposed Substitute Property Retiring Issuer shall be released from its obligations as principal debtor in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey respect of the Substitute Propertyrelevant Notes, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (iv) An appraisal on Receipts and Coupons and the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ MacAgency Agreement; (c) Sponsor without prejudice to the generality of paragraph (b) above, where the Substitute Issuer is subject generally to a taxing jurisdiction differing from or in addition to the taxing jurisdiction to which the Retiring Issuer for which it shall pay all out have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the Substitution Documents in terms corresponding to the provisions of pocket fees Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject of references to the taxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, as the case may be, is subject and expenses of F▇▇▇▇▇▇ Macin such case, including the reasonable costs and expenses of outside counsel in connection with Condition 7 shall be deemed to be modified accordingly when such substitutionsubstitution takes effect; (d) The the Substitution Documents shall contain a warranty and representation (i) that the Substitute Property shall be subject to satisfactory inspection Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by F▇▇▇▇▇▇ Macthe Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes, Receipts and Coupons and the Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) The underlying bond documents related any credit rating obtained by the Retiring Issuer from a nationally recognised statistical rating organisation which applies to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Macrelevant Notes will not be downgraded as a result of the substitution; (f) Unless waived by F▇▇▇▇▇▇ Maceach stock exchange on which the relevant Notes are admitted to trading shall have confirmed that, following the terms proposed substitution of the Substitute AssetIssuer, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Assetsuch Notes will continue to be admitted to trading on such stock exchange; (g) After giving effect to such substitutionwhere the Substitute Issuer is not a company incorporated in the United Kingdom, the geographic concentration Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Mortgaged Properties is not greater than that prior to relevant Notes, Receipts and Coupons and the substitutionAgency Agreement; (h) The ratio in the case of substitution of TCCI or a Canadian subsidiary of the unpaid principal balance Parent in place of the Retiring Issuer, no withholding or other taxes will be payable by any such Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%Issuer; (i) The ratio legal opinions shall have been delivered to the Agent (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Retiring Issuer are incorporated and in England confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations of the net operating income Substitute Issuer and the annual debt service (relevant Notes, Receipts and Coupons and the “Debt Service Coverage” or “DCR”) for Agency Agreement are legal, valid and binding obligations of the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated Issuer enforceable in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodologytheir terms and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, is greater than or equal in the event any Credit Support Agreements are entered into under paragraph (a) above, confirming that any such Credit Support Agreements constitute legal, valid and binding obligations of the Parent, TFS and the Substitute Issuer, as the case may be, enforceable in accordance with its terms; and (j) in connection with any such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the greater consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Retiring Issuer, the Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. Upon execution of the Substitution Documents as referred to in paragraph (b) above, (i) the Debt Service Coverage for Substitute Issuer shall be the Released Project relevant Issuer named in the relevant Notes, the Receipts and Coupons and the Agency Agreement as principal debtor in place of the Closing Date for Retiring Issuer and the Released Project or relevant Notes, Receipts and Coupons and the Agency Agreement shall thereby be deemed to be amended to give effect to the substitution of the Substitute Issuer as principal debtor and (ii) the current Debt Service Coverage for Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor in respect of the Released Project for relevant Notes, Receipts and Coupons and the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining Agency Agreement. With effect on and from the Debt Service Coverage for time of the substitution of the Substitute Property Issuer in place of the Retiring Issuer: (A) the Retiring Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant Notes, Receipts and in all events the Debt Service Coverage is not less than 1.15%Coupons; (jB) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for Issuer has rights which the delivery Retiring Issuer had in respect of the bonds into a custodial receipt arrangementrelevant Notes, the DCR/LTV of such bonds Receipts and mortgaged project prior Coupons (in each case subject to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; paragraph (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(ic) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby); and (oC) F▇▇▇▇▇▇ Mac the Substitute Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring Issuer had in respect of the relevant Notes, Receipts and Coupons. The Substitution Documents shall have received an opinion be deposited with and held by the Agent and (in the case of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac Registered Notes) copied to the Registrar for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of Registered Notes) the Note Agency Agreement or the Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of Registered Notes) the Note Agency Agreement or the Substitution Documents. Within 14 days of a substitution taking effect that under this Condition 14, the Retiring Issuer shall give notice of such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac relevant Noteholders in its sole discretionaccordance with Condition 16.

Substitution. ‌ The Sponsor relevant Issuer, or any previously substituted company, may at its option (subject to the conditions set forth below) substitute at any time, without the consent of the Noteholders or the Couponholders, substitute for itself as principal debtor under the Notes and from the Coupons, Hemsö Fastighets AB or a Subsidiary of Hemsö Fastighets AB (the "Substitute") in the manner specified in this Agreement, provided that no payment in respect of the Notes or the Coupons is at the relevant time overdue. The substitution shall be made by a deed poll (the "Deed Poll"), to timebe substantially in the form set out in Schedule 7 (Form of Deed Poll) hereto, one and may take place only if: 17.1.1 the Substitute shall have become party to this Agreement mutatis mutandis, as if it had been an original party thereto and the Substitute shall enter into a deed of covenant on the same terms as the Deed of Covenant, mutatis mutandis; 17.1.2 the Substitute shall, by means of the Deed Poll, agree to indemnify each Noteholder, and Couponholder against any withholding, tax, duty, assessment or more issues governmental charge which is imposed on it by (but not more than two issues or by any authority in or of) the jurisdiction of the country of the Substitute’s residence for tax purposes and/or, if different, of its incorporation with respect to each Released Asset (defined below)) any Note, Coupon or deed of multifamily housing revenue bonds covenant and which would not have been so imposed had the substitution not been made, as well as against any withholding, tax, duty, assessment or senior custodial receipts evidencing such bonds (eachgovernmental charge, a “Substitute Asset”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect and any cost or expense, relating to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and substitution;‌ 17.1.3 where the Substitute Asset(s) shall be deposited with is not Hemsö Fastighets AB, the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is met: (a) The Substitute Property meets all of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteria, program, policy and documentation requirements unless waived in writing by F▇▇▇▇▇▇ Mac. In furtherance and not in limitation of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility obligations of the Substitute Property under such criteria the Deed Poll, the Agency Agreement, the Deed of Covenant, the Notes and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration the Coupons shall be unconditionally and irrevocably guaranteed by Hemsö Fastighets AB substantially in the market where form of the Substitute Property is locatedguarantee contained in the Deed Poll; 17.1.4 all action, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) to ensure that the Deed Poll, the condition Agency Agreement, the deed of covenant, the Notes, and quality Coupons, mutatis mutandis represent valid, legally binding and enforceable obligations of the Substitute Property (which condition and quality shall not be less than in the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be case of the same type as Deed Poll of Hemsö Fastighets AB have been taken, fulfilled and done and are in full force and effect; 17.1.5 the Released Project)Substitute, the internal risk rating if incorporated in a jurisdiction other than England, shall have appointed an agent to receive, for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating and on its behalf, service of process in any Proceedings (as determined by F▇▇▇▇▇▇ Macdefined in Condition 23(d) for (Rights of the Released ProjectNoteholders to take proceedings outside England)) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion)England; 17.1.6 each listing authority and stock exchange (bif any) F▇▇▇▇▇▇ Mac on which the Notes are then admitted to listing or trading shall have been provided by the Servicer (or otherwise) all applicable third party reports required pursuant to the Guide or otherwise required by F▇▇▇▇▇▇ Macconfirmed that, in its sole and absolute discretion, to evaluate the proposed Substitute Property including but not limited to: (i) An environmental report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (ii) An engineering report on the proposed Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey of the Substitute Property, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (iv) An appraisal on the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (c) Sponsor shall pay all out of pocket fees and expenses of F▇▇▇▇▇▇ Mac, including the reasonable costs and expenses of outside counsel in connection with such substitution; (d) The Substitute Property shall be subject to satisfactory inspection by F▇▇▇▇▇▇ Mac; (e) The underlying bond documents related to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Mac; (f) Unless waived by F▇▇▇▇▇▇ Mac, the terms of the Substitute Asset, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Asset; (g) After giving effect to such substitution, the geographic concentration of the Mortgaged Properties is not greater than that prior to the substitution; (h) The ratio of the unpaid principal balance of the Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of following the proposed substitution, the Notes will be admitted to listing or trading by such listing authority or stock exchange; 17.1.7 legal opinions, subject to customary assumptions and qualifications, addressed to the Noteholders shall have been delivered to them (care of the Fiscal Agent) from a lawyer or firm of lawyers with a leading securities practice in each jurisdiction referred to in Clause 17.1.2 above and in England as determined by F▇▇▇▇▇▇ Mac to the fulfilment of the preceding conditions of this Clause 17 and the other matters specified in the Deed Poll; and 17.1.8 the relevant Issuer shall have given at least 14 days’ prior notice in accordance with its then current underwriting methodology, is less than or equal Condition 20 (Notices) of such substitution to the lesser Noteholders stating that copies, or, pending execution, the agreed text, of (i) all documents in relation to the loan substitution which are referred to value ratio above, or which might otherwise reasonably be regarded as material to Noteholders, will be available for inspection at the specified office of each of the Released Project as Paying Agents. References in Condition 13 (Events of Default) to obligations under the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%; (i) The ratio of the net operating income and the annual debt service (the “Debt Service Coverage” or “DCR”) for the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodology, is greater than or equal to the greater of (i) the Debt Service Coverage for the Released Project as of the Closing Date for the Released Project or (ii) the current Debt Service Coverage for the Released Project for the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining the Debt Service Coverage for the Substitute Property and in all events the Debt Service Coverage is not less than 1.15%; (j) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for the delivery of the bonds into a custodial receipt arrangement, the DCR/LTV of such bonds and mortgaged project prior to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts Notes shall be paid on or prior deemed to include obligations under the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(i) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby; and (o) F▇▇▇▇▇▇ Mac shall have received an opinion of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac to the effect that such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposesDeed Poll. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac in its sole discretion.

Substitution. The Sponsor may at its option Issuer (subject to the conditions set forth “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the relevant Noteholders or Couponholders, substitute at the Parent or any timesubsidiary of the Parent (including TFS) in place of the Issuer as the principal debtor under the Notes, the relative Receipts and from time to time, one or more issues Coupons and the Agency Agreement (but not more than two issues with respect to each Released Asset (defined below)) of multifamily housing revenue bonds or senior custodial receipts evidencing such bonds (each, a the “Substitute AssetIssuer”) for (a) (i) an Enhanced Custodial Receipt if there exists with respect to the underlying Custodian-Held Bonds a Bond Event of Default (provided that in the event the Bond Event of Default arises from a payment default on the underlying Custodian-Held Bond the Sponsor may only request release of such Enhanced Custodial Receipt and provide a Substitute Asset pursuant to this Section 3.19 if such payment default causes the Enhanced Custodial Receipts to not receive full and current payment) or (ii) for an issue of Enhanced Bonds with respect to which a Bond Event of Default exists, or (b) a Pre-Selected Deposited Asset, solely if the Sponsor has elected to effect a substitution of such Pre-Selected Deposited Asset in connection with the sale of the related Pre-Selected Mortgaged Property pursuant to Section 3.20 hereof. The Enhanced Custodial Receipts or Enhanced Bonds available to be substituted for in accordance with the foregoing sentence (each, a “Released Asset”) shall be released from the Series Certificate Agreement in accordance with the terms thereof, and the Substitute Asset(s) shall be deposited with the Administrator pursuant to the terms of the Series Certificate Agreement in accordance with the terms thereof, if each of the following conditions is metthat: (a) The Substitute Property meets all in the case of F▇▇▇▇▇▇ Mac’s then applicable underwriting criteriathe substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, programa Credit Support Agreement, policy in the case of a subsidiary of TFS, between such subsidiary and documentation requirements unless waived TFS being entered into, and the TMC Credit Support Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the TMC Credit Support Agreement, respectively and, in writing by F▇▇▇▇▇▇ Mac. In furtherance the case of a subsidiary of the Parent (and not in limitation being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the foregoing, F▇▇▇▇▇▇ Mac in considering the eligibility of the Substitute Property under such criteria and requirements may take into account a variety of factors, including, but not limited to, local market conditions, portfolio concentration in the market where the Substitute Property is located, the condition and quality of the Substitute Property (which condition and quality shall not be less than the Mortgaged Property to be released (the “Released Project”)), the type of Substitute Property (which shall be of the same type as the Released Project), the internal risk rating for such Substitute Property as determined by F▇▇▇▇▇▇ Mac (which risk rating as so determined shall be equal to or better than the risk rating (as determined by F▇▇▇▇▇▇ Mac) for the Released Project) and pool diversification (the determination of any proposed Substitute Property’s eligibility under such criteria and requirement to be in F▇▇▇▇▇▇ Mac’s sole and absolute discretion)TMC Credit Support Agreement; (b) F▇▇▇▇▇▇ Mac a deed poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall have been provided be executed by the Servicer (or otherwise) all applicable third party reports required pursuant Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the Guide or otherwise required by F▇▇▇▇▇▇ Mac, in its sole substitution (the “Substitution Documents”) and absolute discretion, to evaluate (without limiting the proposed Substitute Property including but not limited to: generality of the foregoing) under which (i) An environmental report on the proposed Substitute Property Issuer shall undertake in all respects reasonably satisfactory favour of the relevant Noteholders and Couponholders to F▇▇▇▇▇▇ Mac; be bound by the terms and conditions of the relevant Notes, Receipts and Coupons and the provisions of the Agency Agreement as fully as if the Substitute Issuer had been named in the relevant Notes, Receipts and Coupons and the Agency Agreement as the principal debtor in respect of the relevant Notes, Receipts and Coupons and the Agency Agreement in place of the Retiring Issuer; and (ii) An engineering report on the proposed Substitute Property Retiring Issuer shall be released from its obligations as principal debtor in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; (iii) A survey respect of the Substitute Propertyrelevant Notes, in all respects reasonably satisfactory to F▇▇▇▇▇▇ Mac; and (iv) An appraisal on Receipts and Coupons and the Substitute Property in all respects reasonably satisfactory to F▇▇▇▇▇▇ MacAgency Agreement; (c) Sponsor without prejudice to the generality of paragraph (b) above, where the Substitute Issuer is subject generally to a taxing jurisdiction differing from or in addition to the taxing jurisdiction to which the Retiring Issuer for which it shall pay all out have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the Substitution Documents in terms corresponding to the provisions of pocket fees Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject of references to the taxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, as the case may be, is subject and expenses of F▇▇▇▇▇▇ Macin such case, including the reasonable costs and expenses of outside counsel in connection with Condition 7 shall be deemed to be modified accordingly when such substitutionsubstitution takes effect; (d) The the Substitution Documents shall contain a warranty and representation (i) that the Substitute Property shall be subject to satisfactory inspection Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by F▇▇▇▇▇▇ Macthe Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes, Receipts and Coupons and the Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) The underlying bond documents related any credit rating obtained by the Retiring Issuer from a nationally recognised statistical rating organisation which applies to the Substitute Property meet F▇▇▇▇▇▇ Mac’s then-applicable program requirements in all material respects or are otherwise waived by F▇▇▇▇▇▇ Macrelevant Notes will not be downgraded as a result of the substitution; (f) Unless waived by F▇▇▇▇▇▇ Maceach stock exchange on which the relevant Notes are admitted to trading shall have confirmed that, following the terms proposed substitution of the Substitute AssetIssuer, including tax status, maturity, interest rate and interest mode, are substantially consistent with the terms of the Released Assetsuch Notes will continue to be admitted to trading on such stock exchange; (g) After giving effect to such substitutionwhere the Substitute Issuer is not a company incorporated in the United Kingdom, the geographic concentration Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Mortgaged Properties is not greater than that prior to relevant Notes, Receipts and Coupons and the substitutionAgency Agreement; (h) The ratio in the case of substitution of TCCI or a Canadian subsidiary of the unpaid principal balance Parent in place of the Retiring Issuer, no withholding or other taxes will be payable or required to be withheld by any such Substitute Asset to the value of the Substitute Property (the “Loan to Value Ratio” or “LTV”) at the time of the proposed substitution, as determined by F▇▇▇▇▇▇ Mac in accordance with its then current underwriting methodology, is less than or equal to the lesser of (i) the loan to value ratio of the Released Project as of the Closing Date or (ii) the loan to value ratio of the Released Project as of the date of the proposed release of the Released Project as determined by F▇▇▇▇▇▇ Mac in accordance with its then existing underwriting methodology and in all events the Loan to Value Ratio does not exceed 85%Issuer; (i) The ratio legal opinions shall have been delivered to the Agent (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Retiring Issuer are incorporated and in England confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations of the net operating income Substitute Issuer and the annual debt service (relevant Notes, Receipts and Coupons and the “Debt Service Coverage” or “DCR”) for Agency Agreement are legal, valid and binding obligations of the Substitute Property for the last twelve (12) calendar months preceding the proposed substitution, calculated Issuer enforceable in accordance with F▇▇▇▇▇▇ Mac’s then-existing underwriting methodologytheir terms; and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, is greater than or equal in the event any Credit Support Agreements are entered into under paragraph (a) above, confirming that any such Credit Support Agreements constitute legal, valid and binding obligations of the Parent, TFS and the Substitute Issuer, as the case may be, enforceable in accordance with its terms; and (j) in connection with any such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the greater consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Retiring Issuer, the Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. Upon execution of the Substitution Documents as referred to in paragraph (b) above, (i) the Debt Service Coverage for Substitute Issuer shall be the Released Project relevant Issuer named in the relevant Notes, the Receipts and Coupons and the Agency Agreement as principal debtor in place of the Closing Date for Retiring Issuer and the Released Project or relevant Notes, Receipts and Coupons and the Agency Agreement shall thereby be deemed to be amended to give effect to the substitution of the Substitute Issuer as principal debtor; and (ii) the current Debt Service Coverage for Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor in respect of the Released Project for relevant Notes, Receipts and Coupons and the prior twelve (12) calendar months, calculated in accordance with F▇▇▇▇▇▇ Mac’s underwriting methodology employed by F▇▇▇▇▇▇ Mac in determining Agency Agreement. With effect on and from the Debt Service Coverage for time of the substitution of the Substitute Property Issuer in place of the Retiring Issuer: (A) the Retiring Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant Notes, Receipts and in all events the Debt Service Coverage is not less than 1.15%Coupons; (jB) If the proposed Substitute Asset is a custodial receipt relating to a series bonds and/or a mortgaged project that would not otherwise meet F▇▇▇▇▇▇ Mac’s underwriting criteria and requirements but for Issuer has rights which the delivery Retiring Issuer had in respect of the bonds into a custodial receipt arrangementrelevant Notes, the DCR/LTV of such bonds Receipts and mortgaged project prior Coupons (in each case subject to such delivery must equal at least a DCR/LTV of 1.05x/95%, as determined by F▇▇▇▇▇▇ Mac, in addition to the Substitute Asset meeting all other substitution requirements; paragraph (k) No Event of Default shall exist and there shall have been no related Bond Event of Default with respect to such Substitute Asset during the immediately preceding twelve (12) month period; (l) Contemporaneously with the request for a substitution, Sponsor shall pay to F▇▇▇▇▇▇ Mac a deposit to cover third party costs and fees and a mortgage review fee of the greater of $5,000 per substituted property or .10% of the unpaid principal balance of the Substitute Asset. On or prior to the closing date for the substitution, the Sponsor shall pay F▇▇▇▇▇▇ Mac a substitution fee (i) equal to the greater of $5,000 or 0.25% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a Bond Event of Default or (ii) equal to the greater of $50,000 or 0.50% of the unpaid principal balance of the Substitute Asset(s) (with a credit for the mortgage review fee previously paid) for a substitution relating to a substitution of a Pre-Selected Deposited Asset pursuant to Section 3.20. In addition, the Sponsor shall pay the reasonable fees and out-of-pocket expenses of outside counsel, appraisers, environmental professionals and engineers, plus all reasonable out-of-pocket costs and expenses incurred by F▇▇▇▇▇▇ Mac in connection with the foregoing. Such amounts shall be paid on or prior to the closing date of such substitution. If such substitution fails to close, Sponsor shall pay F▇▇▇▇▇▇ Mac such reasonable fees and out-of-pocket expenses within (30) days of Sponsor’s receipt of invoices therefor; (m) If the unpaid principal balance of the Substitute Asset is less than the unpaid principal balance of the Released Asset (a “Contraction”) the Sponsor shall pay any applicable Total Release Price with respect to the principal portion of the Released Asset that is in excess of the principal amount of the Substitute Asset(s) as and when required by the Series Certificate Agreement, and if the Contraction is greater than 5%, then, in addition to the fees required under Section 3.19(ic) above, Sponsor shall pay or cause to be paid a Prepayment/Substitution Premium to F▇▇▇▇▇▇ Mac on the amount by which the unpaid principal balance of the Released Asset exceeds the unpaid principal balance of the Substitute Asset(s) on the date of substitution; (n) The Sponsor and F▇▇▇▇▇▇ Mac shall have executed an addendum to this Agreement and any related agreements to reflect the substitution contemplated hereby); and (oC) F▇▇▇▇▇▇ Mac the Substitute Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring Issuer had in respect of the relevant Notes, Receipts and Coupons. The Substitution Documents shall have received an opinion be deposited with and held by the Agent and (in the case of Bond Counsel acceptable to F▇▇▇▇▇▇ Mac Registered Notes) copied to the Registrar for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of Registered Notes) the Note Agency Agreement or the Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of Registered Notes) the Note Agency Agreement or the Substitution Documents. Within 14 days of a substitution taking effect that under this Condition 14, the Retiring Issuer shall give notice of such substitution does not adversely affect the exclusion of interest accrued on the related Certificates from gross income of the holders thereof for federal income tax purposes. (p) If requested by F▇▇▇▇▇▇ Mac, F▇▇▇▇▇▇ Mac shall have received a 704(b) analysis with respect to the ownership of the Substitute Property which is satisfactory to F▇▇▇▇▇▇ Mac relevant Noteholders in its sole discretionaccordance with Condition 16.