Common use of Termination or Reduction of Commitments Clause in Contracts

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and TFA may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Applicable Agent, terminate the Aggregate Tranche B Commitments or the Aggregate Canadian Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments or the Aggregate Canadian Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 9:00 a.m. or, in the case of a reduction of the Canadian Commitments, 11:00 a.m. (Pacific Eastern time), on the ) five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (iv) the Company shall not terminate or reduce the Aggregate Canadian Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, (v) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (vi) if, after giving effect to any reduction of the Aggregate Commitments, the Aggregate Canadian Commitments exceed the amount of the Aggregate Commitments, the Aggregate Canadian Commitments shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments and the Canadian Administrative Agent will promptly notify the Canadian Lenders of any such notice of termination or reduction of the Aggregate Canadian Commitments. Any reduction of the Aggregate Commitments or Aggregate Canadian Commitments shall be applied to the applicable Commitment of each appropriate Lender or the Canadian Commitment of each Canadian Lender, as the case may be, according to its Pro Rata Share or its Canadian Pro Rata Share, as the case may be. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. 12:00 noon (Pacific Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the 12:00 p.m. two Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $1,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Canadian Dollar Sublimit, the L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Canadian Dollar Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the NYDOCS03/828370 Administrative Agent, terminate the Aggregate Tranche A Commitments, or from time to time permanently reduce the Aggregate Tranche A Commitments; TCPR may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B C Commitments, or from time to time permanently reduce the Aggregate Tranche B C Commitments; and TLG may, upon notice to the Administrative Agent, terminate the Aggregate Tranche D Commitments, or from time to time permanently reduce the Aggregate Tranche D Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the three Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Sub- Toyota - 364 Day Credit Agreement Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. 12:00 noon (Pacific Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers U.S. Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate Commitments (including the Aggregate Tranche B Canadian Commitments), or from time to time permanently reduce the Aggregate Tranche B Commitments (and proportionately reduce the Aggregate Canadian Commitments); provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the two Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 U.S. $10,000,000 or any whole multiple of US$5,000,000 U.S. $1,000,000 in excess thereof, (iii) such the U.S. Borrower shall not terminate or reduce such the Aggregate Commitments (and the Aggregate Canadian Commitments, if applicable) if, after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (2) the Total U.S. Outstandings would exceed the Aggregate U.S. Commitments, or (3) the Total Canadian Outstandings would exceed the Aggregate Canadianthe Total Outstandings would exceed the Aggregate Commitments, (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimitsublimit shall be automatically reduced by the amount of such excess, and (v) if, after giving effect to any reduction of the Aggregate Commitments, the U.S. Swing Line Sublimit exceeds the amount of the Aggregate U.S. Commitments or the Canadian Swing Line Sublimit exceeds the Aggregate Canadian Commitments, such sublimitssublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable U.S. Commitment of each appropriate Lender according to its such Lender’s Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Revolving Commitments, or from time to time permanently reduce the Aggregate Tranche B Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. five (Pacific time), on the 5) Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerRevolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, Canadian Dollar Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Subject to clause (iv) of the proviso to the first sentence in this Section 2.07(a), the amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Canadian Dollar Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. 12:00 noon (Pacific Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or Toyota - 364 Day Credit Agreement any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers US Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate Commitments (including the Aggregate Tranche B Canadian Commitments), or from time to time permanently reduce the Aggregate Tranche B Commitments (and proportionately reduce the Aggregate Canadian Commitments); provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the two Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 US $10,000,000 or any whole multiple of US$5,000,000 US $1,000,000 in excess thereof, (iii) such the US Borrower shall not terminate or reduce such the Aggregate Commitments (and the Aggregate Canadian Commitments, if applicable) if, after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, (2) the Total US Outstandings would exceed the Aggregate US Commitments, or (3) the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the US Letter of Credit Sublimit or the US Swing Line Sublimit exceeds the amount of the Aggregate US Commitments or the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit exceeds the Aggregate Canadian Commitments, such Sublimit Sublimits shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable US Commitment of each appropriate Lender according to its such Lender’s Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Sub- Toyota - 364 Day Credit Agreement (2018) Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and TFA may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. 12:00 noon (Pacific Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and TFA may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. 12:00 noon (Pacific Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any Toyota – Five Year Credit Agreement (2017) termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. 12:00 noon (Pacific Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or 38 Toyota - 364 Day Credit Agreement any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers US Facility Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate Commitments (including the Aggregate Tranche B Canadian Commitments), or from time to time permanently reduce the Aggregate Tranche B Commitments (and to the extent specified in such notice reduce the Aggregate Canadian Commitments); provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the two Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 US $10,000,000 or any whole multiple of US$5,000,000 US $1,000,000 in excess thereof, (iii) such the US Facility Borrower shall not terminate or reduce such the Aggregate Commitments (and the Aggregate Canadian Commitments, if applicable) if, after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, (2) the Total US Outstandings would exceed the Aggregate US Commitments, or (3) the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the US Letter of Credit Sublimit or the US Swing Line Sublimit exceeds the amount of the Aggregate US Commitments or the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit exceeds the Aggregate Canadian Commitments, such Sublimit Sublimits shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable US Commitment of each appropriate Lender according to its such Lender’s Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayParent Borrower (on behalf of itself and each other Borrower) shall have the right, upon not less than three (3) Business Days’ notice to the U.S. Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Extending U.S. RCF Commitments, the Non-Extending U.S. RCF Commitments, the Extending Canadian RCF Commitments or the Non-Extending Canadian RCF Commitments or, from time to time permanently time, to reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to amount of the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Extending U.S. RCF Commitments, the Non-Extending U.S. RCF Commitments, the Extending Canadian RCF Commitments or from time to time permanently reduce the Aggregate Tranche B Non-Extending Canadian RCF Commitments; provided that (i) any such notice shall be received of termination delivered by the Parent Borrower in connection with a repayment of all outstanding Obligations may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Parent Borrower (by written notice to the U.S. Administrative Agent on or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the Business Day immediately prior to the date of specified effective date) if such condition is not satisfied; provided, further, that no such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the RCF Loans and Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid Loans made on the effective date thereof, (i) the aggregate principal amount of the RCF Loans and Swing Line Loans then outstanding (including in the case of RCF Loans then outstanding in any Canadian Dollars, the Dollar Equivalent of the aggregate principal amount thereof), when added to the sum of the then outstanding L/C Obligations, would exceed the RCF Commitments then in effect, (ii) the aggregate principal amount of the Extending U.S. RCF Loans then outstanding, when added to the sum of the then outstanding Swing Line Loans plus the then outstanding Extending U.S. RCF L/C Obligation Exposure, would exceed the Extending U.S. RCF Commitments then in effect, (iii) the aggregate principal amount of the Extending Canadian RCF Loans then outstanding (including in the case of Extending Canadian RCF Loans then outstanding in any Canadian Dollars, the Dollar Equivalent of the aggregate principal amount thereof), when added to the sum of the then outstanding Extending Canadian RCF L/C Obligation Exposure (using the Dollar Equivalent thereof in the case of Extending Canadian RCF L/C Obligation Exposure denominated in Canadian Dollars), would exceed the Extending Canadian RCF Commitments then in effect, (iv) the aggregate principal amount of the Non-Extending U.S. RCF Loans then outstanding, when added to the then outstanding Non-Extending U.S. RCF L/C Obligation Exposure, would exceed the Non-Extending U.S. RCF Commitments then in effect, and (v) the aggregate principal amount of the Non-Extending Canadian RCF Loans then outstanding (including in the case of Non-Extending Canadian RCF Loans then outstanding in any Canadian Dollars, the Dollar Equivalent of the aggregate principal amount thereof), when added to the then outstanding Non-Extending Canadian RCF L/C Obligation Exposure (using the Dollar Equivalent thereof in the case of Extending Canadian RCF L/C Obligation Exposure denominated in Canadian Dollars), would exceed the Non-Extending Canadian RCF Commitments then in effect. Any such terminationreduction shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the applicable Commitments then in effect (or, if the Commitments then available (as calculated in accordance with subsections 2.1(a) and (b)) are less than $5,000,000, such lesser amount).

Termination or Reduction of Commitments. (a) The Tranche A Borrowers U.S. Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI U.S. Agent and Canadian Borrower may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B U.S. Commitments, or the Aggregate Canadian Commitments, as the case may be, or from time to time permanently reduce the Aggregate Tranche B U.S. Commitments, or the Aggregate Canadian Commitments, as the case may be; provided that (i) any such notice shall be received by the Administrative applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the A. M. five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $1,000,000 or any whole multiple of US$5,000,000 $500,000 in excess thereof, (iii) such Borrower Borrowers shall not terminate or reduce such the Aggregate U.S. Commitments or the Aggregate Canadian Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total U.S. Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerU.S. Commitments, and or the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, (iv) if, after giving effect to any reduction of the Aggregate U.S. Commitments, the U.S. L/C Sublimit or the U.S. Swing Line Sublimit exceeds the amount of the Aggregate U.S. Commitments, such Sublimit shall be automatically reduced by the amount of such excess; and (v) if, after giving effect to any reduction of the Aggregate Canadian Commitments, the Canadian L/C Sublimit exceeds the amount of the Aggregate Canadian Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative applicable Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Aggregate U.S. Commitments or the Aggregate Canadian Commitments. Any reduction of the Aggregate U.S. Commitments shall be applied to the applicable U.S. Commitment of each appropriate U.S. Lender according to its Pro Rata ShareApplicable Percentage and any reduction of the Aggregate Canadian Commitments shall be applied to the Canadian Commitment of each Canadian Lender according to its Applicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate U.S. Commitments or the Aggregate Canadian Commitments, as the case may be, shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers US Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate Commitments (including the Aggregate Tranche B Canadian Commitments), or from time to time permanently reduce the Aggregate Tranche B Commitments (and proportionately reduce the Aggregate Canadian Commitments); provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the two Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 US $10,000,000 or any whole multiple of US$5,000,000 US $1,000,000 in excess thereof, (iii) such the US Borrower shall not terminate or reduce such the Aggregate Commitments (and the Aggregate Canadian Commitments, if applicable) if, after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, (2) the Total US Outstandings would exceed the Aggregate US Commitments, or (3) the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the US Letter of Credit Sublimit or the US Swing Line Sublimit exceeds the amount of the Aggregate US Commitments or the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit exceeds the Aggregate Canadian Commitments, such Sublimit Sublimits shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable US Commitment of each appropriate Lender according to its such Lender's Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon five Business Days’ prior notice to the Administrative Lender from the Borrower Agent, terminate either the Revolving Credit Commitments or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B CommitmentsRevolving Credit Commitments or either Letter of Credit Sublimit, or from time to time permanently reduce the Aggregate Tranche B CommitmentsUS Revolving Credit Commitments or Canadian Revolving Credit Commitments or either Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, Lender not later than 10:00 11:00 a.m. (Pacific time), on the five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $5,000,000 ($1,000,000 in the case of the Canadian Revolving Credit Commitments) or any whole multiple of US$5,000,000 $1,000,000 ($100,000 in the case of the Canadian Revolving Credit Commitments) in excess thereof, (iii) such Borrower the Borrowers shall not terminate or reduce such Aggregate (A) the US Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the US Total Revolving Credit Outstandings applicable to such Borrower would exceed the Aggregate US Revolving Credit Commitments applicable to such Borroweror the Canadian Total Revolving Credit Outstandings would exceed the Canadian Revolving Credit Commitments or (B) the US Letter of Credit Sublimit if, and after giving effect thereto, the US Outstanding Amount of the US Letter of Credit Obligations not fully Cash Collateralized hereunder would exceed the US Letter of Credit Sublimit or (ivC) the Canadian Letter of Credit Sublimit if, after giving effect thereto, the Canadian Outstanding Amount of Canadian Letter of Credit Obligations not fully Cash Collateralized hereunder would exceed the Canadian Letter of Credit Sublimit, (vi) if, after giving effect to any reduction in the US Revolving Credit Commitments and the US Letter of the Aggregate CommitmentsCredit Sublimit, the Swing Line US Letter of Credit Sublimit exceeds the amount of the Aggregate US Revolving Credit Commitments, the US Letter of Credit Sublimit shall be automatically reduced by the amount of such excess, and (v) if, after giving effect to any reduction in the Canadian Revolving Credit Commitments and the Canadian Letter of Credit Sublimit, the Canadian Letter of Credit Sublimit exceeds the amount of the Canadian Revolving Credit Commitments, the Canadian Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate US Revolving Credit Commitments shall be paid on the effective date of such termination. In the event that US Borrowers terminate the US Revolving Credit Commitment, in toto, then Canadian Borrower must also terminate the Canadian Revolving Credit Commitment.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Applicable Agent, terminate the Aggregate Tranche B Commitments or the Aggregate Canadian Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments or the Aggregate Canadian Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 9:00 a.m. (Pacific or, in the case of a reduction of the Canadian Commitments, 11:00 a.m., Eastern time), on the five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (iv) the Company shall not terminate or reduce the Aggregate Canadian Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, (v) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (vi) if, after giving effect to any reduction of the Aggregate Commitments, the Aggregate Canadian Commitments exceed the amount of the Aggregate Commitments, the Aggregate Canadian Commitments shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments and the Canadian Administrative Agent will promptly notify the Canadian Lenders of any such notice of termination or reduction of the Aggregate Canadian Commitments. Any reduction of the Aggregate Commitments or Aggregate Canadian Commitments shall be applied to the applicable Commitment of each appropriate Lender or the Canadian Commitment of each Canadian Lender, as the case may be, according to its Pro Rata Share or its Canadian Pro Rata Share, as the case may be. All facility and utilization fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers U.S. Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate Commitments (including the Aggregate Tranche B Canadian Commitments), or from time to time permanently reduce the Aggregate Tranche B Commitments (and proportionately reduce the Aggregate Canadian Commitments); provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the two Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 U.S. $10,000,000 or any whole multiple of US$5,000,000 U.S. $1,000,000 in excess thereof, (iii) such the U.S. Borrower shall not terminate or reduce such the Aggregate Commitments (and the Aggregate Canadian Commitments, if applicable) if, after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (2) the Total U.S. Outstandings would exceed the Aggregate U.S. Commitments, or (3) the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (v) if, after giving effect to any reduction of the Aggregate Commitments, the U.S. Swing Line Sublimit exceeds the amount of the Aggregate U.S. Commitments or the Canadian Swing Line Sublimit exceeds the Aggregate Canadian Commitments, such sublimits shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable U.S. Commitment of each appropriate Lender according to its such Lender’s Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Parent Borrower (aon behalf of itself and each other Borrower) The Tranche A Borrowers mayshall have the right, upon not less than three (3) Business Days’ notice to the U.S. Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate or the Incremental Term Loan Commitments, U.S. RCF Commitments, Canadian RCF Commitments or, from time to time permanently time, to reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to amount of the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Incremental Term Loan Commitments, U.S. RCF Commitments or from time to time permanently reduce the Aggregate Tranche B Canadian RCF Commitments; provided that (i) any such notice shall be received of termination delivered by the Parent Borrower in connection with a repayment of all outstanding Obligations may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Parent Borrower (by written notice to the U.S. Administrative Agent on or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the Business Day immediately prior to the date of specified effective date) if such condition is not satisfied; provided further that no such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the RCF Loans and Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid Loans made on the effective date thereof, (a) the aggregate principal amount of the U.S. RCF Loans and Swing Line Loans then outstanding, when added to the sum of the then outstanding U.S. RCF L/C Obligations, would exceed the U.S. RCF Commitments then in effect or (b) the aggregate principal amount of the Canadian RCF Loans then outstanding (including in the case of Canadian RCF Loans then outstanding in any Canadian Dollars, the Dollar Equivalent of the aggregate principal amount thereof), when added to the sum of the then outstanding Canadian RCF L/C Obligations, would exceed the Canadian RCF Commitments then in effect. Any such terminationreduction shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the applicable Commitments then in effect (or, if the Commitments then available (as calculated in accordance with subsections 2.1(a) and (b)) are less than $5,000,000, such lesser amount).

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently Toyota – Five Year Credit Agreement (2018) reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and TFA may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. 12:00 noon (Pacific Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $5,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Alternative Currency Sublimit, the Canadian Borrowers Sublimit or the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Canadian Borrowers Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently Toyota – Three Year Credit Agreement (2018) reduce the Aggregate Tranche B Commitments; and TFA may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. 12:00 noon (Pacific Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $1,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the U.S. Letter of Credit Sublimit or the Canadian Letter of Credit Sublimit, or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the U.S. Letter of Credit Sublimit or the Canadian Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers BorrowerCompany may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the 2:00 p.m. three Business Day immediately Days prior to the date of termination or reductionreduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the BorrowerBorrowers is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $5,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, and (iii) such Borrower the BorrowerCompany shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments; provided that the BorrowerCompany may terminate the Aggregate Commitments if all Loans have been paid in full, the BorrowerCompany has Cash Collateralized, or provided other support acceptable to the applicable to such BorrowerL/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Canadian Dollar Sublimit and/or the Canadian Borrower Sublimit exceeds the amount of the Aggregate Commitments, such Canadian Dollar Sublimit and/or Canadian Borrower Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Parent Borrower (aon behalf of itself and each other Borrower) The Tranche A Borrowers mayshall have the right, upon not less than three Business Days’ notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Tranche A U.S. Facility orCommitments, the Tranche B U.S. Facility Commitments, the Tranche A Canadian Facility Commitments or the Tranche B Canadian Facility Commitments or, from time to time permanently time, to reduce the Aggregate amount of the Tranche A Commitments; TCCI mayU.S. Facility orCommitments, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B U.S. Facility Commitments, the Tranche A Canadian Facility Commitments or from time to time permanently reduce the Aggregate Tranche B Canadian Facility Commitments, in each case pro rata among the Lenders of the applicable Tranche and otherwise subject to Section 4.8(a); provided that (i) any no such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Outstandings applicable aggregate principal amount of the Revolving Credit Loans and Swing Line Loans then outstanding (including in the case of Revolving Credit Loans then outstanding in any Canadian Dollars or Designated Foreign Currency, the Dollar Equivalent of the aggregate principal amount thereof), when added to such Borrower the sum of the then outstanding L/C Obligations, would exceed the Aggregate Commitments applicable to such Borrower, then in effect and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of provided further that any such notice of termination delivered by the Parent Borrower may state that such notice is conditioned upon the occurrence or reduction non-occurrence of any event specified therein (including the Aggregate Commitmentseffectiveness of other credit facilities), in which case such notice may be revoked by the Parent Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction of the Aggregate Commitments shall be applied in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such terminationthen in effect.

Termination or Reduction of Commitments. The Company may (a) The Tranche A Borrowers may, upon notice to the U.S. Administrative Agent, terminate or and/or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, U.S. Commitments and/or (b) upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or and/or from time to time permanently reduce the Aggregate Tranche B Canadian Commitments; provided that (i) any such notice shall be received by the applicable Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $1,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, in the case of the Aggregate U.S. Commitments, and CDN$ 1,000,000 or any whole multiple of CDN$ 1,000,000 in excess thereof, in the case of the Aggregate Canadian Commitments, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate U.S. Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total U.S. Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerU.S. Commitments, and (iv) the Company shall not terminate or reduce the Aggregate Canadian Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, (v) if, after giving effect to any reduction of the Aggregate U.S. Commitments, the U.S. Letter of Credit Sublimit, the U.S. Swing Line Sublimit or the Alternative Currency Sublimit exceeds the amount of the Aggregate U.S. Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (vi) if, after giving effect to any reduction of the Aggregate Canadian Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit exceeds the amount of the Aggregate Canadian Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The applicable Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of Commitments. The amount of any such Commitment reduction shall not be applied to the Aggregate CommitmentsAlternative Currency Sublimit or the U.S. Letter of Credit Sublimit or the Canadian Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate U.S. Commitments and/or Aggregate Canadian Commitments shall be applied to the applicable appropriate Commitment of each appropriate affected Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Revolving Commitments, or from time to time permanently reduce the Aggregate Tranche B Revolving Commitments; provided that (i) any such notice shall be received by the 72 Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. five (Pacific time), on the 5) Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerRevolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, Canadian Dollar Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Subject to clause (iv) of the proviso to the first sentence in this Section 2.07, the amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Canadian Dollar Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and TFA may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. 12:00 noon (Pacific Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative 37 Toyota – Five Year Credit Agreement (2021) Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. 12:00 noon (Pacific Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers U.S. Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Canadian Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments (in each case, on a pro rata basis between the Aggregate U.S. Dollar Facility Commitments and the Aggregate Multicurrency Facility Commitments); provided that (i) any such notice shall be received by the Administrative Agent or and the Canadian Sub-Agent, as applicable, Agent not later than 10:00 a.m. (Pacific time), on the 12:30 p.m. three Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $1,000,000 or any a whole multiple of US$5,000,000 $500,000 in excess thereof, thereof and (iii) such the U.S. Borrower shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Outstandings applicable to such Borrower Outstanding Amount of U.S. Dollar Facility Revolving Loans, U.S. Dollar Facility Swing Line Loans and U.S. Dollar Facility L/C Obligations would exceed the Aggregate U.S. Dollar Facility Commitments applicable to such Borroweror (y) the Outstanding Amount of Multicurrency Facility Revolving Loans, Multicurrency Facility Swing Line Loans and (iv) if, after giving effect to any reduction of Multicurrency Facility L/C Obligations would exceed the Aggregate Multicurrency Facility Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied ratably (x) to the applicable U.S. Dollar Facility Commitment of each appropriate U.S. Dollar Facility Lender according to its Pro Rata Sharerata Share thereof and (y) to the Multicurrency Facility Commitment of each Multicurrency Facility Lender according to its Pro rata Share thereof. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers U.S. Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate Commitments (including the Aggregate Tranche B Canadian Commitments), or from time to time permanently reduce the Aggregate Tranche B Commitments (and proportionately reduce the Aggregate Canadian Commitments); provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. (Pacific time), on the two Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 U.S. $10,000,000 or any whole multiple of US$5,000,000 U.S. $1,000,000 in excess thereof, (iii) such the U.S. Borrower shall not terminate or reduce such the Aggregate Commitments (and the Aggregate Canadian Commitments, if applicable) if, after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (2) the Total U.S. Outstandings would exceed the Aggregate U.S. Commitments, or (3) the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (v) if, after giving effect to any reduction of the Aggregate Commitments, the U.S. Swing Line Sublimit exceeds the amount of the Aggregate U.S. Commitments or the Canadian Swing Line Sublimit exceeds the Aggregate Canadian Commitments, such Sublimits shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable U.S. Commitment of each appropriate Lender according to its such Lender’s Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Tranche A Commitments, or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI , TCPR may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments, TCCI may, upon notice to the NYDOCS03/828371 Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments and TLG may, upon notice to the Administrative Agent, terminate the Aggregate Tranche D Commitments, or from time to time permanently reduce the Aggregate Tranche D Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the three Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and TFA may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Toyota - 364 Day Credit Agreement 2016 Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Revolving Commitments, or from time to time permanently reduce the Aggregate Tranche B Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 11:00 a.m. five (Pacific time), on the 5) Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerRevolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, Canadian Dollar Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Subject to clause (iv) of the CHAR1\1982698v3 proviso to the first sentence in this Section 2.07(a), the amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Canadian Dollar Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Applicable Agent, terminate the Aggregate Tranche B Commitments or the Aggregate Canadian Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments or the Aggregate Canadian Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 9:00 a.m. or, in the case of a reduction of the Canadian Commitments, 11:00 a.m. (Pacific Eastern time), on the ) five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (iv) the Company shall not terminate or reduce the Aggregate Canadian Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, (v) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (vi) if, after giving effect to any reduction of the Aggregate Commitments, the Aggregate Canadian Commitments exceed the amount of the Aggregate Commitments, the Aggregate Canadian Commitments shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments and the Canadian Administrative Agent will promptly notify the Canadian Lenders of any such notice of termination or reduction of the Aggregate Canadian Commitments. Any reduction of the Aggregate Commitments or Aggregate Canadian Commitments shall be applied to the applicable Commitment of each appropriate Lender or the Canadian Commitment of each Canadian Lender, as the case may be, according to its Pro Rata Share or its Canadian Pro Rata Share, as the case may be. All facility and utilization fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and TFA may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.. Toyota - 364 Day Credit Agreement (2015)

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and TFA may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. 12:00 noon (Pacific Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Toyota – Three Year Credit Agreement (2017) Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers U.S. Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative any other Facility Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments (in each case, on a pro rata basis between the Aggregate U.S. Dollar Facility Commitments and the Aggregate Multicurrency Facility Commitments); provided that (i) any such notice shall be received by the Administrative Agent or Agent, the Canadian Sub-Agent, as applicable, Agent and any other Facility Agent not later than 10:00 a.m. (Pacific time), on the 12:30 p.m. three Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $1,000,000 or any a whole multiple of US$5,000,000 $500,000 in excess thereof, thereof and (iii) such the U.S. Borrower shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Outstandings applicable to such Borrower Outstanding Amount of U.S. Dollar Facility Revolving Loans, U.S. Dollar Facility Swing Line Loans and U.S. Dollar Facility L/C Obligations would exceed the Aggregate U.S. Dollar Facility Commitments applicable to such Borroweror (y) the Outstanding Amount of Multicurrency Facility Revolving Loans, Multicurrency Facility Swing Line Loans and (iv) if, after giving effect to any reduction of Multicurrency Facility L/C Obligations would exceed the Aggregate Multicurrency Facility Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied ratably (x) to the applicable U.S. Dollar Facility Commitment of each appropriate U.S. Dollar Facility Lender according to its Pro Rata Sharerata Share thereof and (y) to the Multicurrency Facility Commitment of each Multicurrency Facility Lender according to its Pro rata Share thereof. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; provided that (i) any such notice shall be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time), on the 12:00 p.m. two Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $1,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Canadian Dollar Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the 50 Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Canadian Dollar Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.