Common use of Increase in Commitments Clause in Contracts

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

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

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

Increase in Commitments. (a) Provided there exists no Default applicable to At any Tranche A Borrower, upon notice by TMCC time prior to the Administrative Agent Business Day immediately preceding the Maturity Date, the Borrower may effectuate one or more increases (which shall promptly notify not to exceed five such increases in the appropriate Lendersaggregate) in the aggregate Commitments (each such increase being a “Commitment Increase”), TMCC by designating either one or more of the existing Lenders (each of which, in its sole discretion, may from determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time to timeagree, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers to case of any such Eligible Assignee that is an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each existing Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment as such Lender shall so select (an “Increasing Lender”) and, if soin the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), whether by an amount equal toto become a party to this Agreement as a Lender; provided, greater thanhowever, or less than its Pro Rata Share of that (i) each such requested increase. Any appropriate Lender not responding within such time period Commitment Increase to the Commitments shall be deemed equal to have declined to increase its Commitment. The Administrative Agent shall notify at least $10,000,000, (ii) all of the Tranche A Borrowers Commitments and each appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders Revolving Advances provided pursuant to a joinder agreement Commitment Increase shall be available on the same terms as those applicable to any other Commitments and Revolving Advances described in form this Agreement except as to upfront fees which may be as agreed to between the Borrowers and substance satisfactory such Increasing Lender or Additional Lender, as the case may be, and (iii) the aggregate of all such Commitment Increases shall not exceed $100,000,000. The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.15 to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is Lenders. This Section 2.15 shall not less than US$10,000,000. The consent of be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to the Lenders is not required Borrower or to increase arrange for any other Person to advance or to commit to advance any credit to the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offeredBorrower.

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

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

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

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A Borrower, upon notice by TMCC to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC The Borrowers may from time to time, request an increase in the Aggregate Commitments applicable from time to all Tranche A Borrowers to an amount (for all such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such upon notice to the appropriate Lenders)Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. Each appropriate The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent within if and to what extent such time period whether or not it agrees Lender commits to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than Commitment; provided that no Lender shall have any obligation to increase its Pro Rata Share of such requested increaseCommitment. Any appropriate Lender not responding within such time period shall be deemed to have declined an increase. If Lenders fail to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers and each appropriate Lender of the Lenders’ responses commit to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to may issue additional Commitments and become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000hereunder. The consent of Agent may allocate, in its discretion, the increased Commitments among committing Lenders is not required to increase and, if necessary, Eligible Assignees. Provided the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as conditions set forth in this Section 2.14(a). If 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments Assignees) on a date agreed upon by the amount requested by TMCC pursuant Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to this Section 2.14(a), TMCC may (i) withdraw its request for an evidence the increase in its entirety or (ii) acceptand allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in whole or in part, the increases that have been offeredaccordance with Lenders’ adjusted shares of such Commitments.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Increase in Commitments. (a) Provided there exists no Default applicable to any Tranche A a Borrower, upon notice by TMCC such Borrower to the Administrative Agent (which shall promptly notify the appropriate Lenders), TMCC such Borrower may from time to time, request an increase in the Aggregate Commitments applicable to all Tranche A Borrowers such Borrower to an amount (for all such requests) not exceeding US$5,660,000,000the lesser of (x) the Maximum Aggregate Commitments and (y) in the case of the Tranche A Commitments, $2,800,000,000 and in the case of the Tranche B Commitments, $200,000,000. At the time of sending such notice, TMCC such Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify all of the Tranche A Borrowers applicable Borrower and each appropriate Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC the applicable Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the to right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Tranche A Commitments by the amount requested by TMCC the applicable Borrower pursuant to this Section 2.14(a), TMCC such Borrower may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered.

Increase in Commitments. (a) Provided there exists no Default applicable to Borrowers may, at any Tranche A Borrower, upon notice by TMCC time prior to the Administrative Agent (which shall promptly notify expiration or termination of the appropriate Lenders), TMCC may from time to timeCommitments, request an increase in Commitments from time to time upon not less than 45 days’ prior notice delivered to the Aggregate Agent, as long as (a) each requested increase is in a minimum amount of $5,000,000.00 and is offered on terms identical to the existing Commitments applicable (including, without limitation, with respect to all Tranche A pricing, fees and maturity), except that the Borrowers may pay a closing fee in connection with such increase, such fee to an amount be specified by Borrowers, but in no event to exceed 50 basis points of the increased Commitments, (b) total increases under this Section after the date hereof do not exceed $50,000,000.00 in the aggregate for all such requestsincreases, and no more than four (4) not exceeding US$5,660,000,000increases are made during the term of this Agreement and (c) no Default or Event of Default has occurred and is continued or would be caused by such increase or any substantially concurrent borrowing thereunder. At Agent shall promptly notify Lenders in writing of the time of sending such noticerequested increase and, TMCC within ten (in consultation with the Administrative Agent10) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate thereafter, each Lender shall notify the Administrative Agent within if and to what extent such time period whether or not it agrees Lender commits to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increaseCommitment. Any appropriate Lender not responding within such time period shall be deemed to have declined an increase. No Lender shall be obligated to provide any increased Commitments unless it so agrees; provided, the Borrower shall first request such increase its Commitment. The Administrative Agent shall notify all from each existing Lender in accordance with such Lender’s pro rata share of the Tranche A Borrowers existing Commitment (as of the date of such request) prior to approaching any other Person, and each appropriate such Lender may elect or decline, in its sole discretion, to provide such increase. If existing Lenders fail to commit to the full requested increase as contemplated above, Eligible Assignees may issue additional Commitments for any unallocated portion of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to increase and shall become Lenders pursuant to hereunder in accordance with the terms hereof. Total Commitments shall be increased by the requested amount (or such lesser amount committed by Xxxxxxx and Eligible Assignees) on a joinder agreement in form and substance satisfactory to the Administrative date agreed upon by Agent and its counsel; Borrower Agent, provided that the minimum commitment of each such Eligible Assignee is not less than US$10,000,000. The consent of the Lenders is not required to increase the amount of the Aggregate Tranche A Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as conditions set forth in this Section 2.14(a)6.2 are satisfied at such time. If Agent, Borrowers, and the new and existing Lenders shall execute and Eligible Assignees do not agree deliver such documents and agreements as Agent reasonably deems appropriate to increase evidence the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to this Section 2.14(a), TMCC may (i) withdraw its request for an increase in its entirety or (ii) acceptand allocations of Commitments in accordance with the terms above. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Agent as necessary, in whole or in part, the increases that have been offeredaccordance with Lenders’ adjusted shares of Commitments.

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

Increase in Commitments. The Company may from time to time in consultation with and upon the consent of the Administrative Agent (a) Provided there exists no Default applicable such consent to any Tranche A Borrowernot be unreasonably withheld), upon by notice by TMCC to the Administrative Agent (which which, upon its consent, shall promptly notify deliver a copy to each of the appropriate Lenders), TMCC may from time to time, request that the Revolving Commitment be increased by an amount that is not more than $50,000,000 and which will not result in the Revolving Commitment under this Agreement exceeding $225,000,000. Each such notice shall set forth the requested amount of the increase in the Aggregate Commitments applicable to all Tranche A Borrowers to an amount (for all Revolving Commitment and the date on which such requests) not exceeding US$5,660,000,000. At the time of sending such notice, TMCC (in consultation with the Administrative Agent) shall specify the time period within which each Lender increase is requested to respond become effective (which shall in no event be less not fewer than 10 Business Days from twenty (20) nor more than forty-five (45) days after the date of delivery of such notice to notice) and shall offer each Lender the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of the requested increase in the Revolving Commitment. Each Lender shall, by notice to the Company and the Administrative Agent given not more than fifteen (15) days after the date of the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount or decline to increase its Commitment (and any Lender that does not deliver such requested increase. Any appropriate Lender not responding a notice within such time period of fifteen (15) days shall be deemed to have declined to increase its Commitment). The Administrative Agent In the event that, on the fifteenth (15th) day after the Company shall notify all have delivered a notice pursuant to the first sentence of this paragraph, the Tranche A Borrowers and each appropriate Lender Lenders (or any number of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, TMCC may also invite additional Eligible Assignees to become Lenders ) shall have agreed pursuant to a joinder agreement in form and substance satisfactory the preceding sentence to the Administrative Agent and its counsel; provided that the minimum commitment of each such Eligible Assignee increase their Commitments by an aggregate amount which is not less than US$10,000,000. The consent of the Lenders is not required to increase in the amount of Revolving Commitment requested by the Aggregate Tranche A Commitments pursuant to this SectionCompany, except that each appropriate Lender the Company shall have the right to consent arrange for one or more banks or other lenders (any such bank or other lender which provides a Commitment hereunder being referred to herein as an “Augmenting Lender”), and any Lender(s), to extend Commitments or increase their existing Commitments in an aggregate amount equal to all or part of the unsubscribed amount on the date on which such increase was requested by the Company in its notice; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Company, Issuing Lender, Swing Line Lender, and Administrative Agent (which approval shall not be unreasonably withheld) and shall execute all such documentation as Administrative Agent shall specify to evidence its status as a Lender hereunder, including an Augmenting Lender Joinder and Assumption Agreement substantially in the form of Exhibit C. If (and only if) Lenders (including Augmenting Lenders) shall have agreed to increase their Commitments or to extend new Commitments, as the case may be, in an aggregate amount not more that $50,000,000, such increases and such new Commitments shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of this paragraph, and shall be deemed added to the Commitments set forth in Annex A hereof (and Administrative Agent may distribute a revised Annex A to the Lenders and the Company to reflect such additional Commitments) and each Augmenting Lender shall be a Lender hereunder. Notwithstanding the foregoing, no increase in the Commitment of any Lender and no new Commitment of any Augmenting Lender shall become effective under this paragraph unless, on the date of such increased or new Commitment and after giving effect to all increased and new Commitments, (i) the representations and warranties of the Loan Parties contained herein and in the other Loan Documents shall be true on and as of such date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), (ii) no Material Adverse Effect shall have occurred since the Closing Date, (iii) the Company shall have performed and complied with all covenants and conditions hereof, (iv) no Event of Default or Unmatured Event of Default shall have occurred and be continuing or shall exist, (v) the increase in the Commitments shall not contravene any law applicable to any of the Lenders, the Company, or any Subsidiary of the Company, and (vi) the Company shall have delivered to the Administrative Agent for the benefit of the Lenders such replacement and new Notes as may be necessary to reflect the increased or new Commitments. Upon the date on which the Commitments are increased, each Lender which has agreed to increase its Commitment and each Augmenting Lender which has agreed to extend a new Commitment (in accordance with the terms of this Section 6.5) shall, subject to the terms and conditions hereof and in reliance on the representations and warranties herein set forth, severally make its Pro Rata Share of Revolving Loans in the currencies in which such Loans are outstanding to the Company and purchase from any Issuing Lender and Swing Line Lender its Pro Rata Share of the Stated Amount of all Letters of Credit and of those Swing Line Loans that have been participated to the Lenders in the amount of the increase of its Commitment (in the case of a Lender which has agreed to increase its Commitment) or in the amount of its new Commitment as set forth (in this Section 2.14(athe case of an Augmenting Lender which has agreed to extend new a Commitment). If Upon the request of the Administrative Agent, the Company shall execute and deliver to Administrative Agent for the benefit of the Lenders any and all other documents, instruments, and agreements necessary or advisable in the reasonable judgment of Administrative Agent to evidence or document the increase in the Commitments, including any amendments hereto, and each of the Lenders and Eligible Assignees do not agree each of the Loan Parties hereby provides its consent hereto and thereto and each Lender hereby authorizes the Administrative Agent, and each Loan Party hereby authorizes the Company, to increase execute any such documents, instruments, and agreements consistent with the applicable Aggregate Tranche A Commitments by the amount requested by TMCC pursuant to terms of this Section 2.14(a)6.5 on its behalf without the necessity of any further consent of any Lender or Loan Party. The Administrative Agent and each Lender shall have no obligation to provide any additional credit, TMCC may (i) withdraw its request for an increase in its entirety commitment, or (ii) acceptloan under this Section 6.5 nor shall the Administrative Agent or any Lender have any obligation to arrange any such additional credit, in whole commitment, or in part, the increases that have been offeredloan.

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

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