丰田金融子公司TMCC例行续展600亿欧元EMTN中期票据计划，未新增实际发债

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 11, 2026
TOYOTA MOTOR CREDIT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
California
1-9961
95-3775816
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
6565 Headquarters Drive
Plano
,
TX
75024
(Address of principal executive offices, including zip code)
(
469
)
486-9300
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Medium-Term Notes, Series B Stated Maturity Date January 11, 2028
TM/28
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 11, 2026, Toyota
Motor Credit Corporation (“TMCC”) renewed its Euro Medium Term Note Programme (the “EMTN Program”). TMCC’s
affiliates, Toyota Motor Finance (Netherlands) B.V. (“TMF”), Toyota Credit Canada Inc. (“TCCI”) and Toyota Finance
Australia Limited (“TFA” and, together with TMCC, TMF and TCCI, the “Issuers”) are also issuers under the EMTN
Program. Under the EMTN Program, the Issuers may issue unsecured notes (“Notes”) with such terms, including currency, interest
rate and maturity, as agreed by the relevant Issuer and the purchasers of such Notes at the time of sale. The EMTN Program was renewed
for a period of one year. The aggregate principal amount of Notes authorized under the EMTN Program to be outstanding from time to time
is €60 billion. The authorized amount is shared among all Issuers.
Notes issued under the EMTN
Program by TMCC are issued subject to, and with the benefit of, the Amended and Restated Agency Agreement, dated September 11, 2026, by
and among TMCC, TMF, TCCI, TFA and The Bank of New York Mellon, acting through its London branch (the “Agency Agreement”).
The Agency Agreement contains customary terms and conditions. A copy of the Agency Agreement is filed as Exhibit 4.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Under the EMTN Program, TMCC
may issue Notes in bearer form or in registered form. Notes issued in registered form will be issued subject to, and with the benefit
of, the Amended and Restated Note Agency Agreement, dated September 11, 2026, by and among TMCC, The Bank of New York Mellon SA/NV, Dublin
Branch and The Bank of New York Mellon, acting through its London branch (the “Note Agency Agreement”). The Note Agency Agreement
contains customary terms and conditions. A copy of the Note Agency Agreement is filed as Exhibit 4.2 to this Current Report on Form 8-K
and is incorporated herein by reference.
Notes issued under the EMTN
Program by TMCC pursuant to Regulation S under the Securities Act of 1933, as amended (the “Act”), are not registered under
the Act, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration
or an applicable exemption from registration requirements under the Act.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The descriptions of the EMTN
Program, the Agency Agreement, and the Note Agency Agreement set forth above in Item 1.01 of this Current Report on Form 8-K are incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
4.1
Amended and Restated Agency Agreement, dated September 11, 2026, among Toyota Motor Credit Corporation, Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited and The Bank of New York Mellon, acting through its London branch
4.2
Amended and Restated Note Agency Agreement, dated September 11, 2026, among Toyota Motor Credit Corporation, The Bank of New York Mellon SA/NV, Dublin Branch and The Bank of New York Mellon, acting through its London branch
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TOYOTA MOTOR CREDIT CORPORATION
Date: September 14, 2026
By
/s/ Tellis Bethel
Tellis Bethel
Senior Vice President and Chief Financial Officer

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EX-4.1
5
dp253089_ex0401.htm
EXHIBIT 4.1
Exhibit
4.1
AMENDED AND RESTATED AGENCY AGREEMENT
TOYOTA MOTOR
FINANCE (NETHERLANDS) B.V.
TOYOTA CREDIT CANADA INC.
TOYOTA FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)
TOYOTA MOTOR CREDIT CORPORATION
as Issuers
and
THE BANK OF NEW
YORK MELLON,
acting through its London branch,
as Agent
in respect of
a
€60,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
Dated 11 September
2026
Contents
Clause
Page
1
DEFINITIONS AND INTERPRETATIONS
2
2
APPOINTMENT OF AGENT AND PAYING AGENTS
10
3
ISSUE OF TEMPORARY GLOBAL NOTES
12
4
ISSUE OF PERMANENT GLOBAL NOTES
13
5
ISSUE OF DEFINITIVE BEARER NOTES
15
6
EXCHANGES
15
7
TERMS OF ISSUE
16
8
PAYMENTS
17
9
DETERMINATIONS AND NOTIFICATIONS IN RESPECT OF NOTES
20
10
NOTICE OF ANY WITHHOLDING OR DEDUCTION
21
11
DUTIES OF THE AGENT IN CONNECTION WITH EARLY REDEMPTION
22
12
PUBLICATION OF NOTICES
22
13
CANCELLATION, RESALE AND REISSUANCE OF NOTES, COUPONS AND TALONS
22
14
ISSUE OF REPLACEMENT NOTES, COUPONS AND TALONS
24
15
COPIES OF THIS AGREEMENT AND EACH FINAL TERMS AVAILABLE FOR INSPECTION
25
16
COMMISSIONS AND EXPENSES
26
17
INDEMNITY
26
18
REPAYMENT BY THE AGENT
26
19
CONDITIONS OF APPOINTMENT
27
20
COMMUNICATION BETWEEN THE PARTIES
29
21
CHANGES IN AGENT AND PAYING AGENTS
29
22
MERGER AND CONSOLIDATION
31
23
NOTIFICATIONS
31
24
CHANGE OF SPECIFIED OFFICE
32
25
NOTICES
32
26
TAXES AND STAMP DUTIES
33
27
CURRENCY INDEMNITY
33
28
AMENDMENTS: MEETINGS OF HOLDERS
33
29
CALCULATION AGENCY AGREEMENT
36
30
REPRESENTATIONS AND WARRANTIES
36
31
DEED POLL
37
32
DESCRIPTIVE HEADINGS
38
33
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
38
34
GOVERNING LAW
38
35
COUNTERPARTS
39
APPENDIX A TERMS AND CONDITIONS OF THE NOTES
45
APPENDIX B FORMS OF GLOBAL AND DEFINITIVE NOTES, COUPONS AND TALONS
120
APPENDIX B-1 FORM OF TEMPORARY GLOBAL NOTE
121
SCHEDULE ONE INTEREST PAYMENTS
128
SCHEDULE TWO SCHEDULE OF EXCHANGES FOR NOTES REPRESENTED BY A PERMANENT GLOBAL NOTE OR DEFINITIVE BEARER NOTES OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS
129
APPENDIX B-2 FORM OF PERMANENT GLOBAL NOTE
130
SCHEDULE ONE INTEREST PAYMENTS
137
SCHEDULE TWO SCHEDULE OF EXCHANGES OF A TEMPORARY GLOBAL NOTE AND FOR DEFINITIVE BEARER NOTES OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS
138
APPENDIX B-3 FORM OF DEFINITIVE BEARER NOTE
139
APPENDIX B-4 FORM OF COUPON
142
APPENDIX B-5 FORM OF TALON
144
APPENDIX C FORM OF CALCULATION AGENCY AGREEMENT
146
APPENDIX D FORM OF THE NOTES
156
APPENDIX E ADDITIONAL DUTIES OF THE AGENT
162
APPENDIX F FORM OF DEED POLL (SUBSTITUTION OF ISSUER)
163
AMENDED AND RESTATED
AGENCY AGREEMENT
in respect of
a
€60,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
THIS AMENDED
AND RESTATED AGENCY AGREEMENT
is made on 11 September 2026
BETWEEN
:
(1)
TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.
of World Trade Center Amsterdam, Tower One, Level 26,
Zuidplein 218, 1077 XV Amsterdam, the Netherlands (
TMF
);
(2)
TOYOTA CREDIT
CANADA INC.
of 80 Micro Court, Suite 200, Markham, Ontario L3R 9Z5, Canada (
TCCI
);
(3)
TOYOTA FINANCE
AUSTRALIA LIMITED
(ABN 48 002 435 181) of Level 7, Grosvenor Place, 225 George Street,
Sydney NSW 2000, Australia (
TFA
);
(4)
TOYOTA MOTOR
CREDIT CORPORATION
of 6565 Headquarters Drive, Mailstop W2–3D, Plano, Texas 75024–5965,
United States (
TMCC
); and
(5)
THE BANK
OF NEW YORK MELLON
, acting through its London branch, 160 Queen Victoria Street, London
EC4V 4LA, United Kingdom (the
Agent
, which expression shall include any successor
agent appointed in accordance with Clause 21, and the
Paying Agent
, which expression
shall include any additional or successor paying agent appointed in accordance with Clause
21, and
Paying Agent
shall mean any of the Agent or the Paying Agents so appointed).
WHEREAS
:
(A) The
Issuers (as defined below) have determined that a programme agreement dated 30 September 1992 as amended and supplemented or restated
by the First Supplemental Programme Agreement dated 31 January 1994, the Second Supplemental Programme Agreement dated 16 May 1996, the
Third Supplemental Programme Agreement dated 29 May 1998, the Fourth Supplemental Programme Agreement dated 7 July 1999, the Amended
and Restated Programme Agreement dated 31 August 2000, the Amended and Restated Programme Agreement dated 31 August 2001, the Amended
and Restated Programme Agreement dated 27 September 2002, the Amended and Restated Programme Agreement dated 26 September 2003, the Amended
and Restated Programme Agreement dated 24 September 2004, the Amended and Restated Programme Agreement dated 30 September 2005,
the Amended and Restated Programme Agreement dated 28 September 2006, the Amended and Restated Programme Agreement dated 28 September
2007, the Amended and Restated Programme Agreement dated 26 September 2008, the Amended and Restated Programme Agreement dated 18 September
2009, the Amended and Restated Programme Agreement dated 17 September 2010, the Amended and Restated Programme Agreement dated 16 September
2011, the Amended and Restated Programme Agreement dated 14 September 2012, the Amended and Restated Programme Agreement dated 13 September
2013, the Amended and Restated Programme Agreement dated 12 September 2014, the Amended and Restated Programme Agreement dated 11 September
2015, the Amended and Restated Programme Agreement dated 9 September
2016, the Amended
and Restated Programme Agreement dated 8 September 2017, the Amended and Restated Programme Agreement dated 14 September 2018, the Amended
and Restated Programme Agreement dated 13 September 2019, the Amended and Restated Programme Agreement dated 18 September 2020, the Amended
and Restated Programme Agreement dated 17 September 2021, the Amended and Restated Programme Agreement dated 16 September 2022, the Amended
and Restated Programme Agreement dated 15 September 2023 and the Amended and Restated Programme Agreement dated 13 September 2024 entered
into with the Dealers named therein pursuant to which any of the Issuers may issue Euro Medium Term Notes in an aggregate nominal amount
of up to €60,000,000,000, be amended and restated by the Issuers and each of Merrill Lynch International, Australia and New Zealand
Banking Group Limited (ABN 11 005 357 522), Banco Santander, S.A., Bank of Montreal Europe plc, Bank of Montreal, London Branch, Barclays
Bank Ireland PLC, Barclays Bank PLC, BNP PARIBAS, BofA Securities Europe SA, Canadian Imperial Bank of Commerce, London Branch, CIBC
Capital Markets (Europe) S.A., Citigroup Global Markets Europe AG, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft,
Crédit Agricole Corporate and Investment Bank, Daiwa Capital Markets Europe Limited, HSBC Bank plc, HSBC Continental Europe, ING
Bank N.V., J.P. Morgan SE, J.P. Morgan Securities plc, Lloyds Bank Corporate Markets plc, Lloyds Bank Corporate Markets Wertpapierhandelsbank
GmbH, Mizuho Bank Europe N.V., Morgan Stanley & Co. International plc, MUFG Securities EMEA plc, MUFG Securities (Europe) N.V., NatWest
Markets N.V., NatWest Markets Plc, Nomura Financial Products Europe GmbH, Nomura International plc, RBC Capital Markets (Europe) GmbH,
RBC Europe Limited, SMBC Bank EU AG, SMBC Bank International plc, Société Générale, TD Global Finance unlimited
company, The Toronto-Dominion Bank and UniCredit Bank GmbH (together, the
Programme Dealers
).
(B) The
Issuers have entered into an amended and restated programme agreement dated 11 September 2026 with the Programme Dealers pursuant
to which any of the Issuers may issue Euro Medium Term Notes in an aggregate nominal amount of up to €60,000,000,000.
(C) The
Issuers and the agents named therein entered into an amended and restated agency agreement dated 11 September 2026 (the
Agency Agreement
). The
parties hereto agree to make certain modifications to the Agency Agreement. This Agreement amends and restates the Agency
Agreement. Any Notes issued under the Programme on or after the date of this Agreement shall be issued with the benefit of
the Agency Agreement as so amended and restated.
1.
Definitions And Interpretations
(1)
The following
expressions shall have the following meanings:
Agreement
Date
means, with respect to any Note, the date on which agreement is reached for the issue of such Note as contemplated in Clause
2 of the Programme Agreement, which in the case of Notes issued on a syndicated basis shall be the date the applicable Syndicate Purchase
Agreement is signed by all parties;
Arranger
means Merrill Lynch International, or any other company appointed to the position of arranger for the Programme; and references in this
Agreement to the Arranger shall be references to all of them;
Bearer
Note
means those of the Notes in bearer form;
CGN
means a Temporary Global Note being in the form or substantially in the form set out in Appendix B-1 hereto or a Permanent Global Note
being in the form or
Page
2
substantially
in the form set out in Appendix B-2 hereto and in either case in respect of which the applicable Final Terms indicate it is not a New
Global Note;
Clearing
System
means Clearstream, Luxembourg and/or Euroclear and/or any other additional system or systems as is specified in the applicable
Final Terms;
Clearstream,
Luxembourg
means Clearstream Banking S.A.;
Code
means the US Internal Revenue Code of 1986;
Conditions
means, in respect of any Series of Notes, the terms and conditions of the Notes of such Series, such terms and conditions being in the
form or substantially in the form set out in Appendix A hereto or in such other form, having regard to the terms of the relevant Series,
as may be agreed between the relevant Issuer, the Agent and the relevant Purchaser or Purchasers from time to time, as amended or supplemented
by the applicable Final Terms;
Coupon
has the meaning ascribed thereto in the Conditions;
Dealer
means each of the Programme Dealers and any other entities appointed as dealers from time to time pursuant to the Programme Agreement;
Definitive
Bearer Note
means a Bearer Note in definitive form being in the form or substantially in the form set out in Appendix B-3 hereto
(or in such other form as may be agreed between the relevant Issuer, the Agent and the relevant Purchaser or Purchasers) issued or to
be issued by the relevant Issuer pursuant to this Agreement in exchange for the whole or (subject to the terms of the relevant Temporary
Global Note and/or Permanent Global Note) part of a Temporary Global and/or Permanent Global Note;
Definitive
Note
means a Definitive Bearer Note and/or a Definitive Registered Note, as the context may require;
Definitive
Registered Note
means a Registered Note in definitive form issued or, as the case may require, to be issued by TCCI pursuant to the
TCCI Note Agency Agreement or TMCC pursuant to the TMCC Note Agency Agreement in exchange for a Registered Global Note, such Note, if
issued by TCCI, being in the form or substantially in the form set out in Schedule 2 to the TCCI Note Agency Agreement (or in such other
form as may be agreed between TCCI, the TCCI Registrar, the TCCI Transfer Agent and the relevant Purchaser(s)) or if issued by TMCC,
being in the form or substantially in the form set out in Schedule 2 to the TMCC Note Agency Agreement (or in such other form as may
be agreed between TMCC, the TMCC Registrar, the TMCC Transfer Agent and the relevant Purchaser(s));
Designated
Person
means a person or entity named as a “Specially Designated National and Blocked Person” on the most current list
published by OFAC at its official website, or any replacement website or a person or entity similarly named on any Sanctions-related
list officially published by the Australian Federal Government, the United Nations Security Council, the European Union, Canada or the
United Kingdom, or in each case on any replacement official publication of such list;
Established
Rate
means the rate for the conversion of the Specified Currency (including compliance with rules relating to roundings in accordance
with applicable
Page
3
European
Union regulations) into euro established by the Council of the European Union pursuant to Article 140 of the Treaty;
EUR
,
Euro
,
euro
and
€
mean the currency introduced at the start of the third stage of European economic and monetary
union, and as defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro, as amended;
Euroclear
means Euroclear Bank SA/NV;
Euronext
Dublin
means the Irish Stock Exchange plc trading as Euronext Dublin;
European
Economic Area
or
EEA
means the European Economic Area consisting of the Member States of the European Union and Iceland, Norway
and Liechtenstein;
Eurosystem-eligible
Note
means a Note which is intended to be held in a manner which would allow Eurosystem eligibility, as stated in the applicable
Final Terms;
EUWA
means the European Union (Withdrawal) Act 2018;
Exempt
Notes
means Notes which are neither (a) admitted to trading on a regulated market for the purposes of MiFID II in the EEA or offered
in the EEA in circumstances where a prospectus is required to be published under the Prospectus Regulation, nor (b) admitted to trading
on a UK regulated market (as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA) or, if
they are admitted to trading on such a UK regulated market, are a type of security for which a prospectus is not required under the PRM,
and includes unlisted Notes and/or Notes not admitted to trading on any market;
FATCA
Withholding Tax
means any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Code or
any withholding or deduction otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations, agreements or
undertakings thereunder or official interpretations thereof) or any intergovernmental agreement between the United States and another
jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement);
Final
Terms
means the final terms issued in relation to each Tranche of Notes (substantially in the form of either Part A or Part B of
Annex B to the Procedures Memorandum) as a supplement to the Prospectus and giving details of that Tranche and, in relation to any particular
Tranche of Notes,
applicable Final Terms
means the Final Terms applicable to that Tranche;
Global
Bearer Note
means a Temporary Global Note or a Permanent Global Note (or such other form of global note in bearer form as may be
agreed between the relevant Issuer, the Agent and the relevant Purchaser(s) as indicated in the applicable Final Terms) representing
a certain number of underlying Notes (the
Underlying Notes
);
Global
Note
means a Global Bearer Note or a Registered Global Note (or such other form of global note as may be agreed between the relevant
Issuer, the Agent (in the case of Bearer Notes), the TCCI Registrar (in the case of Registered Notes issued by TCCI), the TMCC Registrar
(in the case of Registered Notes issued by TMCC) and the relevant Purchaser(s) as indicated in the applicable Final Terms) representing
a certain number of Underlying Notes;
Page
4
ISDA
Definitions
means the 2021 ISDA Interest Rate Derivatives Definitions published by the International Swaps and Derivatives Association,
Inc., as amended, supplemented or updated from time to time;
Issue
Date
means, in respect of any Note, the date of issue and purchase of such Note pursuant to Clause 2 of the Programme Agreement,
being in the case of any Note in the form of a Permanent Global Note or a Definitive Note, the same date as the date of issue of the
Temporary Global Note which initially represented such Note;
Issue
Terms
means the issue terms issued in relation to each Tranche of Exempt Notes (substantially in the form of Part C of Annex B of
the Procedures Memorandum) and giving details of that Tranche and, in relation to any particular Tranche of Notes,
applicable Issue
Terms
means the Issue Terms applicable to that Tranche;
Issuer
means each of TMF, TCCI, TFA and TMCC in its capacity as issuer of Notes; and references in this Agreement to the
relevant Issuer
shall, in relation to any issue of Notes, be references to whichever of TMF, TCCI, TFA or TMCC is the issuer of such Notes; and references
to the
Issuers
shall be to all of TMF, TCCI, TFA and TMCC;
Listing
Agent
means, in relation to any Notes which are, or are to be, listed on a Stock Exchange other than the London Stock Exchange, such
listing agent as the relevant Issuer may from time to time appoint for purposes of liaising with such Stock Exchange or other relevant
authority;
London
Stock Exchange
means the London Stock Exchange plc or such other body to which its functions have been transferred;
Member
State
means a member state of the European Union;
MiFID
II
means Directive 2014/65/EU;
New
Global Note
means a Temporary Global Note being in the form or substantially in the form set out in Appendix B-1 hereto or a Permanent
Global Note being in the form or substantially in the form set out in Appendix B-2 hereto and in either case in respect of which the
applicable Final Terms indicate it is a New Global Note;
Note
means a note issued or to be issued by the relevant Issuer pursuant to the Programme Agreement, other than a Note which will form a single
Series with any Notes issued by any Issuer prior to the date of this Agreement, which Note may be represented by a Global Note or a Definitive
Note;
Noteholders
means the several persons who are for the time being holders of outstanding Notes (being in the case of Bearer Notes, the bearers thereof
and, in the case of Registered Notes, the several persons whose names are entered in the register of holders of such Notes as the holders
thereof) save that, in respect of Notes of any Series, for so long as such Notes or any part thereof are represented by a Global Note,
each person who is for the time being shown in the records of Euroclear, Clearstream, Luxembourg or such other applicable clearing agency
as the holder of a particular nominal amount of such Notes (other than a clearing agency (including Clearstream, Luxembourg and Euroclear)
that is itself an account holder of Clearstream, Luxembourg, Euroclear or any other applicable clearing agency for a Series of Notes)
(in which regard any certificate or other document issued by Euroclear, Clearstream, Luxembourg or such other applicable clearing agency
as to the nominal amount of such
Page
5
Notes
standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated
by the relevant Issuer, the Agent and any other Paying Agent or (in the case of Registered Notes issued by TCCI) by the TCCI Registrar
and the TCCI Transfer Agent or (in the case of Registered Notes issued by TMCC) by the TMCC Registrar and the TMCC Transfer Agent as
a holder of such nominal amount of such Notes for all purposes other than for the payment of principal (including premium (if any)) or
interest on such Notes, the right to which shall be vested, as against the relevant Issuer, the Agent and any other Paying Agent or (in
the case of Registered Notes issued by TCCI) the TCCI Registrar and the TCCI Transfer Agent or (in the case of Registered Notes issued
by TMCC) the TMCC Registrar and the TMCC Transfer Agent, in the case of Bearer Notes, solely in the bearer of the Global Note and, in
the case of Registered Notes, solely in the person whose name is entered in the register of holders of such Notes as the holder of the
Global Note in accordance with and subject to its terms (and the expressions
Noteholder
,
holder of Notes
and related expressions
shall be construed accordingly);
OFAC
means the Office of Foreign Assets Control of the U.S. Department of the Treasury;
outstanding
means, in relation to the Notes of all or any Series, all the Notes (or all the Notes of that or those Series) issued other than (a)
those which have been redeemed in full in accordance with this Agreement or the TCCI Note Agency Agreement or the TMCC Note Agency Agreement
or the Conditions, (b) those in respect of which the date for redemption in accordance with the Conditions has occurred and the redemption
moneys therefor (including all interest (if any) accrued thereon to the date for such redemption and any interest (if any) payable under
the Conditions after such date) have been duly paid to the Agent as provided herein or (in the case of Registered Notes issued by TCCI)
to the TCCI Registrar or the TCCI Transfer Agent or (in the case of Registered Notes issued by TMCC) to the TMCC Registrar or the TMCC
Transfer Agent (and, where appropriate, notice has been given to the Noteholders in accordance with Condition 16) and remain available
for payment against presentation of Notes, (c) those Notes which have become void under Condition 8, (d) those Notes which have been
purchased or otherwise acquired and cancelled as provided in Condition 6 and those which have been purchased or otherwise acquired and
are being held by the relevant Issuer for subsequent resale or reissuance as provided in Condition 6 during the time so held, (e) those
mutilated or defaced Notes which have been surrendered in exchange for replacement Notes pursuant to Condition 10, (f) (for the purposes
only of determining how many Notes are outstanding and without prejudice to their status for any other purpose) those Notes alleged to
have been lost, stolen or destroyed and in respect of which replacement Notes have been issued pursuant to Condition 10 and (g) Temporary
Global Notes to the extent that they shall have been duly exchanged in whole for Permanent Global Notes or Definitive Notes and Permanent
Global Notes or Registered Global Notes to the extent that they shall have been duly exchanged in whole for Definitive Notes, in each
case pursuant to their respective provisions;
Permanent
Global Note
means a permanent global Bearer Note in the form or substantially in the form set out in Appendix B-2 hereto (or in such
other form as may be agreed between the relevant Issuer, the Agent and the relevant Purchaser(s)) comprising some or all of the Notes
of the same Series, issued or to be issued by the relevant Issuer either in exchange for the whole or part of a Temporary Global Note
issued in respect of the Notes of the same Tranche or initially representing the Notes;
Page
6
PRM
means the rules in the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook made pursuant to the UK’s Financial
Conduct Authority’s rule-making powers under the Public Offers and Admissions to Trading Regulations 2024;
Procedures
Memorandum
means the non-binding Operating and Administrative Procedures Memorandum dated 11 September 2026 as amended or varied
from time to time, in respect of any Tranche, by agreement between the relevant Issuer and the Purchaser of such Tranche with the approval
in writing of the Agent;
Programme
means the Euro Medium Term Note Programme provided for by the Programme Agreement;
Programme
Agreement
means the Amended and Restated Programme Agreement dated 11 September 2026 between the Issuers and the Programme Dealers
concerning the purchase of Notes to be issued by any Issuer;
Prospectus
means the Prospectus relating to the Programme as revised, supplemented, amended or updated from time to time in accordance with
Clause 5.2 of the Programme Agreement, including any documents which are from time to time incorporated therein by reference but excluding
all information incorporated by reference in any such documents and excluding any information or statement otherwise included in any
such documents which is or might be considered to be forward looking and excluding any excluded information as may be defined in the
Prospectus, including, in relation to each Tranche of Notes, the applicable Final Terms relating to such Tranche;
Prospectus
Regulation
means Regulation (EU) 2017/1129;
Purchaser
means any Dealer or any third party other than a dealer (as defined in Section 2(12) of the Securities Act), who agrees to purchase Notes
pursuant to the Programme Agreement and references to a relevant Purchaser shall, in relation to any Note, be references to the Purchaser
with whom the relevant Issuer has agreed the issue and purchase of such Note;
Registered
Global Note
means a Global Note, if issued by TCCI, being in the form or substantially in the form set out in Schedule 1 to the TCCI
Note Agency Agreement (or in such other form as may be agreed between TCCI, the TCCI Registrar, the TCCI Transfer Agent and the relevant
Purchaser(s)), or if issued by TMCC, being in the form or substantially in the form set out in Schedule 1 to the TMCC Note Agency Agreement
(or such other form as may be agreed between TMCC, the TMCC Registrar, the TMCC Transfer Agent and the relevant Purchaser(s));
Registered
Note
means a Note in registered form issued or to be issued by TCCI or TMCC;
Relevant
Account Holder
means any account holder with the Relevant Clearing System which has Underlying Notes (as defined in the definition
of “Global Bearer Note”) credited to its securities account from time to time;
Relevant
Clearing System
means one or more Clearing Systems;
Relevant
Time
means the time at which a Global Note becomes void in the circumstances which are specified in that Global Note;
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7
Sanctions
means any economic or financial sanctions administered, enacted, imposed or enforced by the U.S. government (including, without limitation,
those administered by OFAC), the Australian Federal Government, the United Nations Security Council, the European Union, Canada or the
United Kingdom and only as such sanctions may be applicable to each relevant entity;
Securities
Act
means the Securities Act of 1933 of the United States;
Series
means each original issue of Notes together with any further issues expressed to form a single series with the original issue and the
terms of which (save for the Issue Date, the amount and date of the first payment of interest thereon and/or the Issue Price (as indicated
in the applicable Final Terms)) are identical (including Maturity Date, Interest Basis, Redemption/Payment Basis and Interest Payment
Dates (if any) (as indicated in the applicable Final Terms) and whether or not the Notes are admitted to trading); and the expressions
Notes of the relevant Series
and related expressions shall be construed accordingly;
Specified
Currency
means the currency (which expression shall include euro and other currency units) in which Notes are denominated;
Stock
Exchange
means the London Stock Exchange, Euronext Dublin or any other or further stock exchange(s) on which any Notes may from time
to time be listed or admitted to trading, as the case may be; and references in this Agreement to the
relevant Stock Exchange
shall, in relation to any Notes, be references to the Stock Exchange on which such Notes are from time to time, or are intended to be,
listed or admitted to trading;
Talon
has the meaning ascribed thereto in the Conditions;
TARGET
System
means the real time gross settlement system operated by the Eurosystem, or any successor system;
Temporary
Global Note
means a temporary global Bearer Note being in the form or substantially in the form set out in Appendix B-1 hereto (or
in such other form as may be agreed between the relevant Issuer, the Agent and the relevant Purchaser(s)) comprising some or all of the
Notes of the same Series issued or to be issued by the relevant Issuer pursuant to the Programme Agreement or any other agreement between
the relevant Issuer and the relevant Purchaser(s);
TCCI
Note Agency Agreement
means the Amended and Restated Note Agency Agreement of 13 September 2024 herewith between TCCI, Computershare
Advantage Trust of Canada (as successor to BNY Trust Company of Canada), The Bank of New York Mellon SA/NV, Dublin Branch and the Agent
relating to Registered Notes issued by TCCI;
TCCI
Registrar
means, in relation to any Series of Registered Notes issued by TCCI, Computershare Advantage Trust of Canada as registrar,
paying agent and transfer agent and in respect of any Series of Registered Notes settled or cleared in Euroclear and/or Clearstream,
Luxembourg, The Bank of New York Mellon SA/NV, Dublin Branch as registrar and transfer agent under the TCCI Note Agency Agreement and
any successor registrar, paying agent and transfer agent appointed by TCCI in accordance with such TCCI Note Agency Agreement;
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8
TCCI
Transfer Agent
means in relation to any Series of Registered Notes issued by TCCI, the Agent as transfer agent and paying agent under
the TCCI Note Agency Agreement and any successor transfer agent and paying agent appointed by TCCI in accordance with the TCCI Note Agency
Agreement;
TMCC
Note Agency Agreement
means the Amended and Restated Note Agency Agreement of 11 September 2026 herewith between TMCC, The Bank of
New York Mellon SA/NV, Dublin Branch and the Agent relating to Registered Notes issued by TMCC;
TMCC
Registrar
means, in relation to any Series of Registered Notes issued by TMCC, The Bank of New York Mellon SA/NV, Dublin Branch as
registrar and transfer agent under the TMCC Note Agency Agreement and any successor registrar and transfer agent appointed by TMCC in
accordance with such TMCC Note Agency Agreement;
TMCC
Transfer Agent
means in relation to any Series of Registered Notes issued by TMCC, the Agent as transfer agent and paying agent under
the TMCC Note Agency Agreement and any successor transfer agent and paying agent appointed by TMCC in accordance with the TMCC Note Agency
Agreement;
Tranche
means all Notes of the same Series with the same Issue Date;
Treaty
means the Treaty on the Functioning of the European Union, as amended;
UK
means the United Kingdom; and
U.S.$
and
U.S. dollar
mean the lawful currency for the time being of the United States.
(2)
Terms and
expressions (including the definitions of currencies or composite currencies) defined in
the Conditions or Appendices hereto or used in the applicable Final Terms shall have the
same meanings in this Agreement, except where the context requires otherwise.
(3)
All references
in this Agreement to the provisions of any statute, directive or regulation shall be deemed
to be references to that statute, directive or regulation as from time to time modified,
extended, amended or re-enacted.
(4)
Any references
to Notes shall, unless the context otherwise requires, include any Temporary Global Notes,
Permanent Global Notes, Registered Global Notes and Definitive Notes.
(5)
All references
in this Agreement to an agreement, instrument or other document (including this Agreement,
the Programme Agreement, the TCCI Note Agency Agreement, the TMCC Note Agency Agreement,
any Series of Notes and any Conditions appertaining thereto) shall be construed as a reference
to that agreement, instrument or document as may be amended, modified, varied, supplemented
or novated from time to time.
(6)
Words denoting
the singular number only shall include the plural number also and
vice versa
; words
denoting the masculine gender only shall include the feminine gender also; and words denoting
persons only shall include firms and corporations and
vice versa
.
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9
(7)
Any references
herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits,
except in relation to New Global Notes or Registered Notes intended to be held in a manner
which would allow Eurosystem eligibility (being the new safekeeping structure (NSS)), be
deemed to include a reference to any additional or alternative clearance system approved
by the relevant Issuer, the relevant Purchaser(s) and either (in the case of Bearer Notes)
the Agent or (in the case of Registered Notes issued by TCCI) the TCCI Registrar and the
TCCI Transfer Agent or (in the case of Registered Noted issued by TMCC) the TMCC Registrar
and the TMCC Transfer Agent.
(8)
All references
in this Agreement to a Directive include any relevant implementing measure of each Member
State which has implemented such Directive.
(9)
All references
in this Agreement to
applicable Final Terms
shall be deemed to include a reference
to
applicable Issue Terms
where relevant.
(10)
As used
herein, in relation to any Notes which are to have a “listing” or be “listed”
(a) on the London Stock Exchange,
listing
or
listed
shall be construed to mean
that such Notes have been admitted to the official list of the Financial Conduct Authority
in accordance with the listing rules of the Financial Conduct Authority and admitted to trading
on the London Stock Exchange’s main market (the
Main Market
) and (b) on Euronext
Dublin,
listing
or
listed
shall be construed to mean that such Notes have been
admitted to Euronext Dublin’s official list in accordance with the listing rules of
Euronext Dublin and admitted to trading on Euronext Dublin and (c) on any other Stock Exchange
in a jurisdiction within the EEA,
listing
and
listed
shall be construed to
mean that the Notes have been admitted to trading on a market within that jurisdiction which
is a regulated market for the purposes of MiFID II.
(11)
Unless
the contrary indication appears, a reference to the records of Euroclear and Clearstream,
Luxembourg shall be to the records that each of Euroclear and Clearstream, Luxembourg holds
for its customers which reflect the amount of such customer’s interests in the Notes.
(12)
In this
Agreement, unless the contrary intention appears, a reference to a document is a reference
to that document as amended from time to time.
(13)
For the
purposes of this Agreement, the Notes of each Series shall form a separate series of Notes
and accordingly, the provisions of this Agreement shall apply
mutatis mutandis
separately
and independently to the Notes of each Series and in such provisions the expressions
Notes
,
Noteholders
,
Coupons
,
Couponholders
,
Talons
and
Talonholders
shall be construed accordingly.
2.
Appointment of agent and Paying
Agents
(1)
The Agent
is hereby appointed in a several capacity as agent of each of the Issuers, to act as issuing
and principal paying agent, upon the terms and subject to the conditions set out below, for
the purposes of,
inter alia
:
(a)
completing,
authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating
(if required) and delivering Definitive Bearer Notes;
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10
(b)
giving effectuation
instructions in respect of each Global Note which is a Eurosystem-eligible Note;
(c)
exchanging
Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case
may be, in accordance with the terms of the Temporary Global Notes and, in respect of any
such exchange (i) making all notations on Global Notes which are CGNs as required by their
terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries
in their records in respect of all Global Notes which are New Global Notes;
(d)
exchanging
Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the Permanent
Global Notes and, in respect of any such exchange (i) making all notations on Permanent Global
Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream,
Luxembourg to make appropriate entries in their records in respect of all Permanent Global
Notes which are New Global Notes;
(e)
paying sums
due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and Coupons
in accordance with the terms of such Notes and (i) making all notations on Global Notes which
are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg
to make appropriate entries in their records in respect of all Global Notes which are New
Global Notes;
(f)
unless otherwise
specified in the applicable Final Terms, determining the interest and/or other amounts payable
in respect of the Notes in accordance with the Conditions;
(g)
arranging
on behalf of the relevant Issuer for notices to be communicated to the Noteholders and the
relevant Stock Exchanges;
(h)
ensuring that
all necessary action is taken to comply with the periodic reporting and notification requirements
of the Ministry of Finance of Japan (including any monthly reports or such other reports
as may be required) and other applicable Japanese authorities;
(i)
receiving
notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency
relating to the certificates of non-U.S. beneficial ownership of Bearer Notes;
(j)
determining
and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency
the applicable Exchange Date; and
(k)
performing
all other obligations and duties imposed upon it by the Conditions and this Agreement.
(2)
Any of the
duties and obligations of the Agent in its capacity of issuing and principal paying agent
set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1)
may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a
particular Series of Notes to a third
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11
party,
provided such third party’s performance is subject to the overall supervision and control of the Agent.
(3)
Each Paying
Agent is hereby appointed in a several capacity as paying agent of each of the Issuers, and
each Paying Agent agrees to act in a several capacity as paying agent of each of the Issuers,
upon the terms and subject to the conditions set out below, for the purposes of paying sums
due on Notes and Coupons and performing all other obligations and duties imposed upon it
by the Conditions and this Agreement.
(4)
In relation
to each issue of Eurosystem-eligible Notes, each relevant Issuer hereby authorises and instructs
the Agent to elect Euroclear as common safekeeper. From time to time, each such
Issuer and the Agent may agree to vary this election. Each such Issuer acknowledges
that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to
jointly determine that the other shall act as common safekeeper in relation to any such issue
and agrees that no liability shall attach to the Agent in respect of any such election made
by it.
(5)
Where the
Agent delivers any authenticated Global Note to a common safekeeper for effectuation using
electronic means, it is authorised and instructed to destroy the Global Note retained by
it following its receipt of confirmation from the common safekeeper that the relevant Global
Note has been effectuated.
3.
Issue of Temporary Global Notes
(1)
Subject
to Subclause 3(2), following receipt of the applicable Final Terms signed by the relevant
Issuer with respect of an issue of Notes in accordance with the provisions of the Procedures
Memorandum (as from time to time varied, with the prior approval of the Agent, by the relevant
Issuer and the relevant Purchaser or Purchasers of the Notes of such issue), the Agent will
take the steps required of the Agent in the Procedures Memorandum. For this purpose
the Agent is authorised on behalf of the relevant Issuer:
(a)
to prepare
a Temporary Global Note or Temporary Global Notes containing the relevant Conditions and
to complete, in accordance with such Final Terms, the necessary details on such Temporary
Global Note(s) and attach a copy of the applicable Final Terms to such Temporary Global Note;
(b)
to authenticate
such Temporary Global Note(s);
(c)
if the Temporary
Global Note(s) is/are a CGN, to deliver such Temporary Global Note(s) to the specified common
depositary of Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency
as is specified in the applicable Final Terms against receipt from such common depositary
of confirmation that such common depositary is holding the Temporary Global Note(s) in safe
custody for the account of Euroclear, Clearstream, Luxembourg or such other applicable clearing
agency and to instruct Euroclear, Clearstream, Luxembourg and/or such other applicable clearing
agency (as the case may be) to credit the Notes represented by such
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Temporary
Global Notes(s), in accordance with the written instructions of the relevant Issuer;
(d)
if the Temporary
Global Note(s) is/are a New Global Note, to deliver such Temporary Global Note(s) to the
specified common safekeeper of Euroclear and Clearstream, Luxembourg against receipt from
such common safekeeper of confirmation that such common safekeeper is holding the Temporary
Global Note(s) in safe custody for the account of Euroclear and Clearstream, Luxembourg and,
in the case of a Temporary Global Note which is a Eurosystem-eligible Note, to instruct the
common safekeeper to effectuate the same; and
(e)
if the Temporary
Global Note(s) is/are a New Global Note, to instruct Euroclear and Clearstream, Luxembourg
to make the appropriate entries in their records to reflect the initial outstanding aggregate
nominal amount of the relevant Tranche of Notes.
(2)
The Agent
shall only be required to perform its obligations under Subclause 3(1) if it holds a master
Temporary Global Note duly executed by a person or persons authorised to execute the same
on behalf of the relevant Issuer, which may be used by the Agent for the purpose of preparing
Temporary Global Note(s) in accordance with Subclause 3(1)(a).
(3)
The Agent
shall provide Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency
with the notifications, instructions or other information to be given by the Agent to Euroclear,
Clearstream, Luxembourg and/or such other applicable clearing agency.
(4)
Any of the
duties and obligations of the Agent set forth in this Clause 3 may, with the consent of the
relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to
a third party, provided such third party’s performance is subject to the overall supervision
and control of the Agent.
4.
Issue of Permanent Global Notes
(1)
Subject
to Subclause 4(2), upon the occurrence of any event which pursuant to the terms of a Temporary
Global Note requires the issue of a Permanent Global Note, the Agent shall issue a Permanent
Global Note in accordance with the terms of the Temporary Global Note. For this
purpose the Agent is authorised on behalf of the relevant Issuer:
(a)
in the case
of the first Tranche of any Series of Notes, to prepare a Permanent Global Note containing
the relevant Conditions and to complete, in accordance with the terms of the Temporary Global
Note, the necessary details on such Permanent Global Note and attach a copy of the applicable
Final Terms to such Permanent Global Note;
(b)
in the case
of the first Tranche of any Series of Notes, to authenticate such Permanent Global Note;
(c)
in the case
of the first Tranche of any Series of Notes (i) where the Temporary Global Note is a CGN
and is being held by a common depositary as aforesaid, to deliver such Permanent Global Note
to the specified common depositary that is holding the Temporary Global
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13
Note
for the time being on behalf of Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency as is specified in the
applicable Final Terms in exchange for such Temporary Global Note or, in the case of a partial exchange, after noting the details of
such exchange in the appropriate spaces on both the Temporary Global Note and the Permanent Global Note, and in either case against receipt
from the common depositary of confirmation that such common depositary is holding the Permanent Global Note in safe custody for the account
of Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency (as the case may be); or (ii) where the Temporary
Global Note is a CGN and is not being held by a common depositary, as otherwise agreed in writing between the relevant Issuer and the
Agent;
(d)
in the case
of the first Tranche of any Series of Notes where the Temporary Global Note is a New Global
Note, to deliver such Permanent Global Note to the specified common safekeeper that is holding
the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear
and/or Clearstream, Luxembourg in exchange for such Temporary Global Note against receipt
from the common safekeeper of confirmation that such common safekeeper is holding the Permanent
Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg,
and, in the case of a Permanent Global Note which is a Eurosystem-eligible Note, to instruct
the common safekeeper to effectuate the same and to hold it on behalf of the relevant Issuer
pending its exchange for the Temporary Global Note;
(e)
in the case
of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, to
attach a copy of the applicable Final Terms to the Permanent Global Note applicable to the
relevant Series and to enter details of any exchange in whole or part as stated above; and
(f)
in the case
of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a New Global
Note, to deliver the applicable Final Terms to the specified common safekeeper for attachment
to the Permanent Global Note applicable to the relevant Series.
(2)
The Agent
shall only be required to perform its obligations under Subclause 4(l) if it holds a master
Permanent Global Note duly executed by a person or persons authorised to execute the same
on behalf of the relevant Issuer, which may be used by the Agent for the purpose of preparing
Permanent Global Notes in accordance with Subclause 4(1)(a).
(3)
The Agent
shall provide Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency
with the notifications, instructions or other information to be given by the Agent to Euroclear,
Clearstream, Luxembourg and/or such other applicable clearing agency.
(4)
Any of the
duties and obligations of the Agent set forth in this Clause 4 may, with the consent of the
relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to
a third party, provided such third party’s performance is subject to the overall supervision
and control of the Agent.
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5.
Issue of Definitive bearer Notes
(1)
The Agent
shall deliver the relevant Definitive Bearer Note(s) in accordance with the terms of the
relevant Temporary Global Note or the relevant Permanent Global Note where such Temporary
Global Note or Permanent Global Note (as the case may be) is to be exchanged for one or more
Definitive Bearer Note(s). For this purpose, the Agent is hereby authorised on
behalf of the relevant Issuer:
(a)
to authenticate
or arrange for authentication on its behalf (if so instructed by the relevant Issuer) of
such Definitive Bearer Note(s); and
(b)
to deliver
such Definitive Bearer Note(s) to or to the order of Euroclear, Clearstream, Luxembourg and/or
such other applicable clearing agency as is specified in the applicable Final Terms either
in exchange for such Global Note or, in the case of a partial exchange, if it is a CGN, on
entering details of any partial exchange of the Global Note in the relevant space in Schedule
Two of such Global Note, or, if it is a New Global Note, on Euroclear and Clearstream, Luxembourg
making the appropriate entries in their records to reflect such exchange; provided that the
Agent shall only permit a partial exchange of Notes represented by a Permanent Global Note
for Definitive Bearer Notes if the Notes which continue to be represented by such Permanent
Global Note are regarded as fungible by Euroclear, Clearstream, Luxembourg and/or such other
applicable clearing agency with the Definitive Bearer Notes issued in partial exchange therefor.
The Agent
shall notify the relevant Issuer forthwith upon receipt of a request for issue of Definitive Bearer Note(s) in accordance with the provisions
of a Global Note (and the aggregate nominal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be
exchanged in connection therewith).
(2)
The relevant
Issuer undertakes to deliver to the Agent, pursuant to a request for the issue of Definitive
Bearer Notes under the terms of the relevant Global Note, sufficient numbers of executed
Definitive Bearer Notes to enable the Agent to comply with its obligations under this Clause
5.
(3)
Any of the
duties and obligations of the Agent set forth in this Clause 5 may, with the consent of the
relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to
a third party, provided such third party’s performance is subject to the overall supervision
and control of the Agent.
6.
Exchanges
Upon
any exchange of all or a portion of an interest in a Temporary Global Note for an interest in a Permanent Global Note or for Definitive
Bearer Notes or upon any exchange of all or a portion of an interest in a Permanent Global Note for Definitive Bearer Notes, the Agent
shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed to reflect the reduction of, or increase in (as the
case may be), its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Global Note shall
be endorsed by or on behalf of the Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in
the
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Temporary
Global Note or (ii) in the case of any Global Note which is a New Global Note, instruct Euroclear and Clearstream, Luxembourg to make
appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Global
Note shall in all respects be entitled to the same benefits as the holder of Definitive Bearer Notes and Coupons authenticated and delivered
hereunder, subject as set out in the Conditions and the relevant Global Note. The Agent is hereby authorised on behalf of
the relevant Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of
the relevant Global Note to reflect the reduction in the nominal amount represented thereby by the amount so exchanged and, if appropriate,
to endorse the Permanent Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in
the relevant space on the relevant Global Note recording such exchange and reduction or increase; (b) in the case of any Global Note
which is a New Global Note, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect
such exchange; and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Global Note. Any
of the duties and obligations of the Agent set forth in this Clause 6 may, with the consent of the relevant Issuer, be delegated by the
Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the
overall supervision and control of the Agent.
7.
Terms of Issue
(1)
The Agent
shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes
delivered to and held by it under this Agreement to be maintained in safe custody and shall
ensure that such Notes are issued only in accordance with the provisions of this Agreement
and the relevant Global Note and Conditions.
(2)
Subject
to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1)
the Agent is entitled to treat a telephone or email communication from a person purporting
to be (and who the Agent, after making reasonable investigation, believes in good faith to
be) the authorised representative of the relevant Issuer named in the list referred to in,
or notified pursuant to, Subclause 19(7) as sufficient instructions and authority of the
relevant Issuer for the Agent to act in accordance with Subclause 7(1).
(3)
In the event
that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master
Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in
accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7), the
Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that
person do not constitute valid and binding obligations of the relevant Issuer or otherwise
until replacements have been provided to the Agent) continue to have authority to issue any
such Notes, and the relevant Issuer hereby warrants to the Agent that such Notes shall, unless
notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly
upon such person ceasing to be authorised, the relevant Issuer shall provide the Agent with
replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable)
Definitive Bearer Notes and the Agent shall cancel and destroy the master Temporary Global
Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by
it which are signed by such person
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and shall
provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed.
(4)
Unless otherwise
agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s
distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes
in CGN form, such other applicable clearing agency) following the delivery of a Temporary
Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the
case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d),
respectively, shall be held to the order of the relevant Issuer. The Agent shall
procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase
is delivered in accordance with the written instructions of the relevant Issuer.
(5)
Unless otherwise
agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date
a Purchaser does not pay the full purchase price due from it in respect of any Note (the
Defaulted Note
) and, as a result, the Defaulted Note remains in the Agent’s
distribution account with Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes
in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will
continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent
shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full
purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify
the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price
in respect of such Defaulted Note.
(6)
Unless otherwise
agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount
(the
Advance
) to the relevant Issuer on the basis that a payment (the
Payment
)
will be received from a Purchaser and if the Payment is not received by the Agent on the
date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by email
that the Payment has not been received and the relevant Issuer shall repay to the Agent the
Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from
(and including) the date such Advance is made to (but excluding) the earlier of repayment
of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by
the Agent as its cost of funding the Advance provided that evidence of the basis of such
rate is given to the relevant Issuer).
(7)
Execution
in facsimile of any Notes and any photostatic copying or other duplication of the master
Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed
manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant
Issuer in the same manner as if such Notes were signed manually by such signatories.
8.
Payments
(1)
The Agent
shall advise the relevant Issuer, no later than ten Business Days (as defined in Subclause
8(2)) immediately preceding the date on which any payment is to be made to the Agent pursuant
to this Subclause 8(1), of the payment amount, value date and payment instructions and the
relevant Issuer shall on each date on which any payment in respect of any Bearer Notes becomes
due, transfer to an account specified by the Agent not later than (unless otherwise agreed
between the relevant Issuer and the Agent) the Payment Time such amount in the relevant currency
as shall be sufficient for
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the purposes
of such payment in funds settled through such payment system as the Agent and the relevant Issuer may agree. As used in this
Subclause 8(1), the term
Payment Time
means (unless otherwise agreed between the relevant Issuer and the Agent) 2:00 p.m. local
time in the principal financial centre of the country of the currency in which the payment falls is to be made (which in the case of
payment of euro is London). Unless otherwise provided in the applicable Final Terms, the principal financial centre of any
country for the purposes of this Subclause 8(1) shall be as provided in the ISDA Definitions on the Issue Date of such Series of Bearer
Notes (except if the Specified Currency is Australian dollars or New Zealand dollars the principal financial centre shall be Sydney or
Auckland, respectively).
(2)
The relevant
Issuer shall ensure that, no later than the third Business Day immediately preceding the
date on which any payment is to be made to the Agent pursuant to Subclause 8(1), the Agent
shall receive a confirmation from the relevant Issuer that such payment will be made. For
the purposes of this Clause 8,
Business Day
has the meaning given to it in Condition
4(b).
(3)
The Agent
shall ensure that payments of both principal and interest in respect of Temporary Global
Notes will be made only to the extent that certificates of non-U.S. beneficial ownership
as required by U.S. Treasury regulations have been received from Euroclear and/or Clearstream,
Luxembourg in accordance with the terms thereof (and the Agent shall retain each such certification
on behalf of the relevant Issuer for four calendar years following the year in which the
certification is received); provided, however, that no such certification will be required
with respect to Notes that, as specified in the applicable Final Terms (i) have been issued
in reliance on United States Treasury regulation Section 1.163-5(c)(2)(i)(C) or (ii) have
an initial maturity of 183 days or less (taking into consideration unilateral rights to roll
or extend), a minimum denomination of $500,000 (or the equivalent value in any other currency,
determined at the spot rate on the date of issue) and are intended to comply with United
States Treasury Regulations Section 1.6049-5(b)(10).
(4)
The Agent
shall pay interest on the Notes only outside the United States and its possessions, within
the meaning of United States Treasury regulation Section 1.163-5(c)(2)(v). No
interest on Notes issued by TMCC shall be paid into an account maintained by the payee in
the United States or mailed to an address in the United States unless otherwise permitted
in the Conditions.
(5)
Subject
to the Agent being satisfied in its sole discretion that payment will be duly made as provided
in Subclause 8(1), the Agent or the relevant Paying Agent shall pay or cause to be paid all
amounts due in respect of the Bearer Notes on behalf of the relevant Issuer in the manner
provided in the Conditions. If any payment provided for in Subclause 8(1) is made
late but otherwise in accordance with the provisions of this Agreement, the Agent and each
Paying Agent shall nevertheless make payments in respect of the Bearer Notes as aforesaid
following receipt by it of such payment.
(6)
If for any
reason the Agent considers in its sole discretion that the amounts to be received by the
Agent pursuant to Subclause 8(1) will be, or the amounts actually received by it pursuant
thereto are, insufficient to satisfy all claims in respect of all payments then falling due
in respect of the Bearer Notes, the Agent shall then forthwith notify the relevant Issuer
of such insufficiency and, until such time as the Agent has received the full amount of all
such payments,
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neither
the Agent nor any Paying Agent shall be obliged to pay any such claims.
(7)
Without
prejudice to Subclauses 8(5) and 8(6), if the Agent pays any amounts to the holders of Bearer
Notes or Coupons or to any Paying Agent at a time when it has not received payment in full
in respect of the relevant Bearer Notes in accordance with Subclause 8(1) (the excess of
the amounts so paid over the amounts so received being the
Shortfall
), the relevant
Issuer shall, in addition to paying amounts due under Subclause 8(1), pay to the Agent on
demand interest (at a rate which represents the Agent’s actual overnight cost of funding
the Shortfall as evidenced to the relevant Issuer by the provision of details of the calculation
of the cost of funding) on the Shortfall (or the unreimbursed portion thereof) from (and
including) the date such Shortfall is paid by the Agent to the holders of the Bearer Notes
or Coupons or to any Paying Agent to (but excluding) the date of receipt in full by the Agent
of the Shortfall. The Agent shall notify the relevant Issuer by email as soon
as practicable, it being understood that the relevant Issuer shall have the right to make
such payment subsequently with good value as of such Business Day.
(8)
The Agent
shall on demand promptly reimburse each Paying Agent for payments in respect of Bearer Notes
properly made by such Paying Agent in accordance with this Agreement and the Conditions unless
the Agent has notified the Paying Agent, prior to the opening of business in the location
of the office of the Paying Agent through which payment in respect of the Bearer Notes can
be made on the due date of a payment in respect of the Bearer Notes, that the Agent does
not expect to receive sufficient funds to make payment of all amounts falling due in respect
of such Bearer Notes.
(9)
Whilst any
Bearer Notes are represented by Temporary Global Notes or Permanent Global Notes, all payments
due in respect of such Notes shall be made to, or to the order of, the holder of the Global
Notes, subject to and in accordance with the provisions of the Global Notes. On
the occasion of any such payment, (i) in the case of a CGN, the Paying Agent to which the
Global Note was presented for the purpose of making such payment shall cause the relevant
Schedule to the Global Notes to be annotated so as to evidence the amounts and dates of such
payments of principal and/or interest as applicable or (ii) in the case of any Global Note
which is a New Global Note, the Agent shall instruct Euroclear and Clearstream, Luxembourg
to make appropriate entries in their records to reflect such payment.
(10)
If the
amount of principal and/or interest then due for payment is not paid in full (otherwise than
by reason of (a) FATCA Withholding Tax or (b) any other deduction required by law to be made
therefrom), (i) the Paying Agent to which a Temporary Global Note or Permanent Global Note
is presented for the purpose of making such payment shall, unless the Note is a New Global
Note, make a record of such shortfall on the relevant Schedule to the Global Note and such
record shall, in the absence of manifest error, be prima facie evidence that the payment
in question has not to that extent been made or (ii) in the case of any Global Note which
is a New Global Note, the Agent shall instruct Euroclear and Clearstream, Luxembourg to make
appropriate entries in their records to reflect such shortfall in payment.
(11)
Each Paying
Agent shall be entitled to deduct any applicable FATCA Withholding Tax and shall have no
obligation to gross-up any payment
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hereunder
or to pay any additional amount as a result of such applicable FATCA Withholding Tax.
(12)
If the
relevant Issuer reasonably determines that it will be required to withhold or deduct any
FATCA Withholding Tax in connection with any payment due on any Notes, then the relevant
Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees
fit in order that the payment may be made without FATCA Withholding Tax provided that any
such re-direction or reorganisation of any payment is made through a recognised institution
of international standing and such payment is otherwise made in accordance with this Agreement.
9.
Determinations and Notifications
in Respect of Notes
(1)
The Agent
shall make all such determinations and calculations (howsoever described) as it is required
to do under the Conditions, all subject to and in accordance with the Conditions provided
that certain calculations with respect to any Series of Notes may be made by an agent (the
Calculation Agent
) appointed by the relevant Issuer and acceptable to the Agent. The
Agent may decline to act in the capacity described above in relation to a particular Series
of Notes if (i) the Agent does not have the capacity to determine the rate of interest or
redemption amount or any other calculation to be made in relation to such Series of Notes
and (ii) such decision to decline is notified to the relevant Issuer by the Agent as soon
as reasonably practicable after receipt by the Agent of the terms of such Series of Notes
and, in any event, prior to the issue of such Series of Notes.
(2)
The Agent
shall not be responsible to any Issuer or to any third party (except in the event of negligence,
wilful default or bad faith) as a result of the Agent having acted on any quotation given
by any Reference Bank (as referred to in Condition 4(b)(iv)(E)) which subsequently may be
found to be incorrect.
(3)
The Agent
shall promptly notify (and confirm in writing to) the relevant Issuer, the other Paying Agents,
(in the case of Registered Notes issued by TCCI) the TCCI Registrar and the TCCI Transfer
Agent, (in the case of Registered Notes issued by TMCC) the TMCC Registrar and the TMCC Transfer
Agent and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock
Exchange (or other relevant authority) of,
inter alia
, each Rate of Interest, Interest
Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged
to determine or calculate under the Conditions as soon as practicable after the determination
thereof (and in any event no later than the tenth Business Day (as defined in Clause 8) immediately
preceding the date on which any payment is to be made to the Agent pursuant to Subclause
8(1)) and of any subsequent amendment thereto pursuant to the Conditions.
(4)
The Agent
shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest
Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate
under the Conditions (or which is provided to the Agent by any other Calculation Agent appointed
by the relevant Issuer as provided in Subclause 9(1)) to be published as required in accordance
with the Conditions as soon as possible after their determination or calculation.
(5)
If the Agent
does not at any material time for any reason determine and/or calculate and/or publish the
Rate of Interest, Interest Amount and/or Interest
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Payment
Date in respect of any Interest Period or any other amount, rate or date as provided in this Clause 9, it shall forthwith notify the
relevant Issuer, the other Paying Agents, (in the case of Registered Notes issued by TCCI) the TCCI Registrar and the TCCI Transfer Agent
and (in the case of Registered Notes issued by TMCC) the TMCC Registrar and the TMCC Transfer Agent of such fact.
(6)
For purposes
of monitoring the aggregate nominal amount of Notes (as “Notes” is defined in
the Programme Agreement) issued and outstanding (as “outstanding” is defined
in the Programme Agreement) under the Programme, the Agent shall determine the euro equivalent
of the nominal amount of each issue of Notes (as “Notes” is defined in the Programme
Agreement) denominated in a Specified Currency, other than euros as follows:
(a)
the EUR equivalent
of Notes denominated in a Specified Currency other than EUR shall be determined by the Agent
as of 2:30 p.m. London time on the Issue Date for such Notes by reference to the spot rate
displayed on a page on the relevant Reuters service or Dow Jones Markets Limited or such
other service as is agreed between the Agent and the relevant Issuer from time to time;
(b)
the EUR equivalent
of Notes that are linked to an index or formula (Index Linked Notes), or where payment obligations
under such Notes are denominated in more than one currency (Dual Currency Notes), shall be
determined in the manner specified above in paragraph (a) by reference to the original nominal
amount of such Notes; and
(c)
the EUR equivalent
of Zero Coupon Notes and other Notes issued at a discount shall be determined in the manner
specified above in paragraph (a) by reference to the net proceeds received by the relevant
Issuer for the particular issue.
The Agent
shall promptly notify the relevant Issuer of each determination made as aforesaid.
(7)
Without
prejudice to Subclause 9(6), determinations with regard to Notes linked to an index or formula
or number of currencies shall otherwise be made by the Calculation Agent specified in the
applicable Final Terms in the manner specified in the applicable Final Terms. Unless
otherwise agreed between the relevant Issuer and the relevant Purchaser or Purchasers of
such Notes, such determinations shall be made on the basis of a Calculation Agency Agreement
substantially in the form of Appendix C hereto.
10.
Notice of Any Withholding or Deduction
If any
Issuer is, in respect of any payments, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or
governmental charges as specifically contemplated under the Conditions, such Issuer shall give notice thereof to the Agent as soon as
it becomes aware of the requirement to make such withholding or deduction and shall give to the Agent such information as it shall require
to enable it to comply with such requirement.
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11.
Duties of the Agent in Connection
with Early Redemption
(1)
If the relevant
Issuer decides to redeem any Notes for the time being outstanding prior to their Maturity
Date in accordance with the Conditions, the relevant Issuer shall give notice of such decision
to the Agent not less than five days before the date of the notice required to be given to
the holders of the Notes under the Conditions or such shorter period that is acceptable to
the Agent.
(2)
If only
some of the Notes of the same Series are to be redeemed on such date the Agent shall make
the required drawing in accordance with the Conditions but shall give the relevant Issuer
reasonable notice of the time and place proposed for such drawing and the relevant Issuer
shall be entitled to send representatives to attend such drawing.
(3)
The Agent
shall publish the notice required in connection with any such redemption and shall at the
same time also publish a separate list of serial numbers of any Notes previously drawn and
not presented for redemption. Such notice shall specify the date fixed for redemption,
the redemption amount, the manner in which redemption will be effected and, in the case of
a partial redemption, the serial numbers of the Notes to be redeemed. Such notice
will be published in accordance with the Conditions.
12.
Publication of Notices
On behalf
of and at the request and expense of the relevant Issuer, the Agent shall cause to be published all notices required to be given by the
relevant Issuer in accordance with the Conditions. Forthwith upon the receipt by the Agent of a demand or notice from any
Noteholder in accordance with the Conditions, the Agent shall forward a copy thereof to the relevant Issuer.
13.
Cancellation, Resale and Reissuance of
Notes, Coupons and Talons
(1)
All Notes
which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid
and all Talons which are exchanged shall be cancelled by the Agent or Paying Agent by which
they are redeemed, paid or exchanged. In addition, all Notes which are purchased
or otherwise acquired pursuant to the Conditions by the relevant Issuer, together (in the
case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached thereto
or purchased therewith, may, at the option of the relevant Issuer where the Issuer is TMF
or TFA, either be (i) resold or reissued, or held by the relevant Issuer for subsequent resale
or reissuance, or (ii) cancelled in which event such Notes and Coupons may not be resold
or reissued. Where the Issuer is TCCI, unless otherwise specified in the applicable
Final Terms, such Notes shall be surrendered (in the case of Bearer Notes) to any Paying
Agent or in the case of Registered Notes, the TCCI Registrar or TCCI Transfer Agent for cancellation. Where
the Issuer is TMCC, unless otherwise specified in the applicable Final Terms, such Notes
shall be surrendered (in the case of Bearer Notes) to any Paying Agent or in the case of
Registered Notes, the TMCC Registrar or TMCC Transfer Agent for cancellation. Where
any Notes, Coupons or Talons are purchased and cancelled, resold or reissued, or held by
the relevant Issuer for subsequent resale or reissuance, as aforesaid, the relevant Issuer
shall procure that all relevant details are promptly given to the
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Agent and
that all Notes, Coupons or Talons so cancelled are delivered to the Agent.
(2)
Upon the
written request of the relevant Issuer, a certificate stating:
(a)
the aggregate
nominal amount of Notes which have been redeemed and the aggregate amount paid in respect
thereof;
(b)
the number
of Notes cancelled together (in the case of Definitive Bearer Notes) with details of all
unmatured Coupons or Talons (if any) attached thereto or delivered therewith;
(c)
the aggregate
amount paid in respect of interest on the Notes;
(d)
the total
number by maturity date of Coupons and Talons so cancelled; and
(e)
in the case
of Definitive Bearer Notes, the serial numbers of such Notes,
shall be
given to the relevant Issuer by the Agent as soon as reasonably practicable and in any event within 30 days after the date of such repayment
or, as the case may be, payment or exchange.
(3)
Subject
to being duly notified in due time, the Agent shall give a certificate to the relevant Issuer,
within three months of the date of purchase and cancellation or purchase and subsequent resale
or reissuance of Notes as aforesaid, stating:
(a)
the nominal
amount of Notes so purchased and cancelled, resold or reissued;
(b)
in the case
of Definitive Bearer Notes, the serial numbers of such Notes; and
(c)
the total
number by maturity date of the Coupons and Talons (if any) appertaining thereto and surrendered
therewith or attached thereto.
(4)
The Agent
shall destroy all cancelled Notes, Coupons and Talons (unless otherwise instructed by the
relevant Issuer) and, forthwith upon destruction and following the written request of the
relevant Issuer, furnish the relevant Issuer with a certificate of the serial numbers of
the Notes (in the case of Definitive Bearer Notes) and the number by maturity date of Coupons
and Talons so destroyed.
(5)
Without
prejudice to the obligations of the Agent pursuant to Subclause 13(2), the Agent shall keep
a full and complete record of all Notes, Coupons and Talons (other than serial numbers of
Coupons, except those which have been replaced pursuant to Condition 10) and of all redeemed,
cancelled or replacement Notes, Coupons or Talons (in the case of Definitive Bearer Notes,
with details of all unmatured Coupons or Talons (if any) attached thereto or delivered therewith)
including those issued in substitution for mutilated, defaced, destroyed, lost or stolen
Notes, Coupons or Talons and of all Notes, Coupons or Talons which have been resold or reissued. The
Agent shall at all
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reasonable
times make such record available to the relevant Issuer and any person authorised by the relevant Issuer for inspection and for the taking
of copies thereof or extracts therefrom.
(6)
All records
and certificates made or given pursuant to this Clause 13 and Clause 14 shall make a distinction
between Notes, Coupons and Talons of each Series.
(7)
The Agent
is authorised by the relevant Issuer and instructed (a) in the case of any Global Note which
is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect
the reduction in the nominal amount represented by it by the amount so redeemed or purchased
and cancelled and (b) in the case of any Global Note which is a New Global Note, to instruct
Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect
such redemption or purchase and cancellation, as the case may be; provided, that, in the
case of a purchase or cancellation, the relevant Issuer has notified the Agent of the same
in accordance with Subclause 13(1).
14.
Issue of Replacement Notes, Coupons
and Talons
(1)
The Issuers
will cause a sufficient quantity of additional forms of Notes, Coupons and Talons to be available,
upon request, to the Agent at its specified office for the purpose of issuing replacement
Notes, Coupons and Talons as provided below.
(2)
The Agent
will, subject to and in accordance with the Conditions and the following provisions of this
Clause 14, cause to be delivered any replacement Notes, Coupons and Talons which the relevant
Issuer may determine to issue in place of Notes, Coupons and Talons which have been lost,
stolen, mutilated, defaced or destroyed.
(3)
In the case
of a mutilated or defaced Note, the Agent shall ensure that (unless otherwise covered by
such indemnity as the relevant Issuer may require) any replacement Note will only have attached
to it Coupons and Talons corresponding to those (if any) attached to the mutilated or defaced
Note which is presented for replacement.
(4)
The Agent
shall not issue any replacement Note, Coupon or Talon unless and until the applicant therefor
shall have:
(a)
paid such
reasonable costs as may be incurred in connection therewith;
(b)
furnished
it with such evidence (including evidence as to the serial number of such Note, Coupon or
Talon) and indemnity or other security (which may include a bank guarantee and/or security)
or otherwise as the relevant Issuer and the Agent may reasonably require; and
(c)
in the case
of any mutilated or defaced Note, Coupon or Talon, surrendered the same to the Agent.
(5)
The Agent
shall cancel any mutilated or defaced Notes, Coupons and Talons in respect of which replacement
Notes, Coupons and Talons have been issued pursuant to this Clause 14 and shall furnish the
relevant Issuer with a certificate
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stating
the serial numbers of the Notes, Coupons and Talons so cancelled and, unless otherwise instructed by the relevant Issuer in writing,
shall destroy such cancelled Notes, Coupons and Talons and furnish the relevant Issuer with a destruction certificate containing the
information specified in Subclause 13(4).
(6)
The Agent
shall, on issuing any replacement Note, Coupon or Talon, forthwith inform the relevant Issuer
and the Paying Agents of the serial number of such replacement Note, Coupon or Talon issued
and (if known) of the serial number of the Note, Coupon or Talon in place of which such replacement
Note, Coupon or Talon has been issued. Whenever replacement Coupons or Talons
are issued pursuant to the provisions of this Clause 14, the Agent shall also notify the
Paying Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed
Coupons or Talons and of the replacement Coupons or Talons issued.
(7)
The Agent
shall keep a full and complete record of all replacement Notes, Coupons and Talons issued
and shall make such record available at all reasonable times to the relevant Issuer and any
persons authorised by the relevant Issuer for inspection and for the taking of copies thereof
or extracts therefrom.
(8)
Whenever
any Note, Coupon or Talon for which a replacement Note, Coupon or Talon has been issued and
in respect of which the serial number is known is presented to the Agent or any of the Paying
Agents for payment, the Agent or, as the case may be, the relevant Paying Agent shall immediately
send notice thereof to the relevant Issuer and the Agent.
(9)
Notwithstanding
any of the foregoing in this Clause 14, no issue of replacement Notes, Coupons and Talons
shall be made or delivered in the United States.
15.
Copies of this Agreement and Each Final
Terms Available for Inspection
For the
period of twelve months following the date of the Prospectus, the Agent will hold copies of the following documents (in physical form),
when published, and be available (free of charge) for inspection during usual business hours on any weekday (except Saturdays, Sundays
and public holidays) at the specified office of the Agent: the Programme Agreement as amended and supplemented, each Final Terms relating
to a Note which is neither (a) admitted to trading on a regulated market for the purposes of MiFID II in the EEA or offered in the EEA
in circumstances where a prospectus is required to be published under the Prospectus Regulation, nor (b) admitted to trading on a UK
regulated market (as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA) or, if they are
admitted to trading on such a UK regulated market, are a type of security for which a prospectus is not required under the PRM, where
such Final Terms will only be available for inspection by a holder of such Note and such holder must produce evidence satisfactory to
the Agent as to its holding of Notes and identity and, in the case of each issue of Notes admitted to trading on the Main Market and/or
on Euronext Dublin’s regulated market subscribed pursuant to a syndicate purchase agreement, the syndicate purchase agreement (or
equivalent document). For this purpose, the Issuers shall furnish the Agent with sufficient copies of the documents the Agent
is required to hold.
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16.
Commissions and Expenses
(1)
The Issuers
severally agree to pay to the Agent such fees and commissions as the Issuers and the Agent
may separately agree in respect of the services of the Agent and the Paying Agents hereunder
together with any out-of-pocket expenses (including legal, printing, postage, tax, cable
and advertising expenses required in connection with the Notes issued hereunder) properly
incurred by the Agent and the Paying Agents in connection with their said services.
(2)
The Agent
shall make payment of the fees and commissions due hereunder to the Paying Agents and shall
reimburse their expenses promptly after the receipt of the relevant moneys from the Issuers. None
of the Issuers shall be responsible for any such payment or reimbursement by the Agent to
the Paying Agents.
17.
Indemnity
(1)
The Issuers
shall severally indemnify the Agent and each of the Paying Agents against any direct losses,
liabilities, costs, claims, actions, demands or expenses (including, but not limited to,
all reasonable costs, charges and expenses paid or incurred in disputing or defending any
of the foregoing but excluding loss of profits) which it may incur or which may be made against
the Agent or any Paying Agent as a result of or in connection with its appointment by the
Issuers or the exercise of its powers and duties hereunder except such as may result from
the Agent’s or any such Paying Agent’s own wilful default, negligence or bad
faith or that of its officers, directors or employees or the breach by it of the terms of
this Agreement. Such indemnity shall survive the termination or expiry of this
Agreement.
(2)
The Agent
and the Paying Agents shall not be liable for any action taken or omitted hereunder except
for their own wilful default, negligence or bad faith or that of their respective officers,
directors or employees or the breach by any of them of the terms of this Agreement. Neither
the Agent nor any Paying Agent shall be liable for any consequential loss (being loss of
business, goodwill, opportunity or profit) suffered by any Issuer.
(3)
Neither
the Agent nor any of the Paying Agents shall be responsible for the acts or failure to act
of any other of them and each of the Agent and the Paying Agents shall severally indemnify
each Issuer against any loss, liability, cost, claim, action, demand or expense (including,
but not limited to, all reasonable costs, legal fees, charges and expenses paid or incurred
in disputing or defending any of the foregoing) which any Issuer may incur or which may be
made against it as a result of the breach by the Agent or such Paying Agents of the terms
of this Agreement or its wilful default, negligence or bad faith or that of its officers,
directors or employees. Such indemnity shall survive the termination or expiry
of this Agreement.
18.
Repayment by the Agent
The Agent
shall, forthwith on demand, upon the relevant Issuer being discharged from its obligation to make payments in respect of any Notes under
the relevant Conditions, and provided that there is no outstanding, bona fide and proper claim in respect of any
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such
payments, pay to the relevant Issuer sums equivalent to any amounts paid to it by the relevant Issuer in respect of such Notes.
19.
Conditions of Appointment
(1)
The Agent
shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement
in the same manner as other money paid to a banker by its customers except:
(a)
that it shall
not exercise any right of set-off, lien or similar claim in respect thereof;
(b)
as provided
in Subclause 19(2) below; and
(c)
that it shall
not be liable to account to any Issuer for any interest thereon except as otherwise agreed
between the relevant Issuer and the Agent.
(2)
In acting
hereunder and in connection with the Notes, the Agent and the Paying Agents shall act solely
as agents of the Issuers and will not thereby assume any obligations towards or relationship
of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys
paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining
unclaimed at the end of five years after such principal or interest shall become due and
payable shall be repaid to the relevant Issuer as provided and in the manner set forth in
the Notes whereupon all liability of the Agent with respect thereto shall cease. All
funds held by the Agent or the Paying Agents need not be segregated from other funds, except
as required by law.
(3)
The Agent
and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties,
and shall be obliged to perform such duties and only such duties, as are herein (including
Appendix E hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum
specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the
Agent and the Paying Agents as applicable, and no implied duties or obligations shall be
read into this Agreement or the Notes against the Agent and the Paying Agents other than
the duty to act honestly and in good faith and to exercise the diligence of a reasonably
prudent agent in comparable circumstances. Each of the Paying Agents (other than
the Agent) agrees that if any information that is required by the Agent to perform the duties
set out in Appendix E hereto becomes known to it, it will promptly provide such information
to the Agent.
(4)
The Agent
may consult with legal and other professional advisers and the opinion of such advisers shall
be full and complete protection in respect of any action taken, omitted or suffered hereunder
in good faith and in accordance with the opinion of such advisers.
(5)
Each of
the Agent and the Paying Agents shall be protected and shall incur no liability for or in
respect of any action taken, omitted or suffered in reliance upon any instruction, request
or order from any of the Issuers or any notice, resolution, direction, consent, certificate,
affidavit, statement, cable or other paper or document which it reasonably believes to be
genuine and to have been delivered, signed or sent by the proper party or parties or upon
written instructions from any of the Issuers.
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(6)
Any of the
Agent and the Paying Agents and their officers, directors and employees may become the owner
of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it,
he or she would have if the Agent or the relevant Paying Agent, as the case may be, concerned
were not appointed hereunder, and may engage or be interested in any financial or other transaction
with any of the Issuers and may act on, or as depositary, trustee or agent for, any committee
or body of holders of Notes or Coupons or in connection with any other obligations of the
Issuers as freely as if the Agent or the relevant Paying Agent, as the case may be, were
not appointed hereunder.
(7)
Each Issuer
shall provide the Agent with a certified copy of the list of persons authorised to execute
documents and take action on its behalf in connection with this Agreement and shall notify
the Agent promptly in writing if any of such persons ceases to be so authorised or if any
additional person becomes so authorised together, in the case of an additional authorised
person, with evidence satisfactory to the Agent that such person has been so authorised.
(8)
The amount
of the Programme may be increased by the Issuers in accordance with the procedure set out
in the Programme Agreement. Upon any increase being effected, all references in
this Agreement to the amount of the Programme shall be deemed to be references to the increased
amount.
(9)
The Agent
and each Paying Agent shall be a person payments to whom are free from FATCA Withholding
Tax at the time of such Agent’s or Paying Agent’s appointment.
(10)
Payments
made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable
payments” within the meaning of Section 1473(1) of the Code. Each of TMF,
TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80),
and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change,
in which event, the relevant Issuer will provide the Agent with sufficient information to
determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement
and the Conditions, if any, that constitutes a “passthru payment” within the
meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine
whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding
or deduction of applicable FATCA Withholding Tax. In the event that any Notes
that were not subject to FATCA Withholding Tax by reason of being “grandfathered”
lose such grandfathered status as a result of undergoing a “significant modification”
within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform
the Agent and any other Paying Agent of any such loss of grandfathered status prior to the
date on which any payments on such Notes would become subject to FATCA Withholding Tax.
(11)
The Agent
and any Paying Agent that is for the purposes of receiving payments under this Agreement
not a “foreign person” within the meaning of U.S. Treasury Regulations Section
1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning
of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with
all withholding requirements imposed on payments with respect to the Notes under Sections
1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its
appointment it will provide the Issuers with a properly completed, signed and valid IRS Form
W-9.
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(12)
The Agent
and any Paying Agent that is for the purposes of receiving payments under this Agreement
a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2):
(i) represents that it is a “qualified intermediary” within the meaning
of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume
primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon
its appointment it will provide the Issuers with a properly completed, signed and valid IRS
Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying
itself as a qualified intermediary that has undertaken primary responsibility for chapter
3 and chapter 4 withholding and 1099 reporting.
20.
Communication Between the Parties
A copy
of all communications relating to the subject matter of this Agreement between any Issuer and any holders of Notes or Coupons and any
of the Paying Agents shall be sent to the Agent by the relevant Paying Agent and the Agent shall forthwith promptly deliver a copy of
any such communication to the relevant Issuer.
21.
Changes in Agent and Paying Agents
(1)
Each Issuer
agrees that, until no Note is outstanding or until moneys for the payment of all amounts
in respect of all outstanding Notes have been made available to the Agent and have been returned
to the relevant Issuer as provided herein (whichever is the later):
(a)
so long as
any Notes are admitted to trading or listed on any Stock Exchange or other relevant authority,
there will at all times be a Paying Agent with a specified office in such place as may be
required by the rules and regulations of the relevant Stock Exchange or other relevant authority;
and
(b)
there will
at all times be an Agent.
In addition,
the Issuers shall appoint a Paying Agent having a specified office in the United States only in the circumstances described in the final
paragraph of Condition 5(d). Any variation, termination, appointment or change shall only take effect (other than in the case
of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days prior notice thereof shall have been
given to the Noteholders in accordance with Condition 16.
(2)
The Agent
may (subject as provided in Subclause 21(4)) at any time resign as Agent by giving written
notice to the Issuers of such intention on its part, specifying the date on which its desired
resignation shall become effective; provided that such date shall never be less than three
months after the receipt of such notice by the Issuers unless the Issuers agree to accept
less notice.
(3)
The Agent
may (subject as provided in Subclause 21(4)) be removed at any time by the filing with it
of an instrument in writing signed on behalf of the Issuers specifying such removal and the
date when it shall become effective.
(4)
Any resignation
under Subclause 21(2) or removal under Subclause 21(3) shall only take effect upon the appointment
by the Issuers of a successor Agent and
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(other
than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 23. If, by the day falling
10 days before the expiry of any notice under Subclause 21(2), the Issuers have not appointed a successor Agent, then the Agent shall
be entitled, on behalf of the Issuers, to appoint as a successor Agent in its place such reputable financial institution of good standing
as it may reasonably determine to be capable of performing the duties of the Agent hereunder.
(5)
In case
at any time the Agent and/or any Paying Agent resigns, or is removed, or becomes incapable
of action or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy
or makes an assignment for the benefit of its creditors or consents to the appointment of
an administrator, liquidator or administrative or other receiver of all or a substantial
part of its property, or if an administrator, liquidator or administrative or other receiver
of it or all or a substantial part of its property is appointed, or it admits in writing
its inability to pay or meet its debts as they become due, or if an order of any court is
entered approving any petition filed by or against it under the provisions of any applicable
bankruptcy or insolvency law or if any officer takes charge or control of it or of its property
or affairs for the purpose of rehabilitation, administration or liquidation, a successor
Agent and/or Paying Agent may be appointed by the Issuers by an instrument in writing filed
with the successor Agent and/or Paying Agent. Upon the appointment as aforesaid
of a successor Agent and/or Paying Agent and acceptance by the latter of such appointment
and (other than in the case of insolvency of the Agent and/or Paying Agent when it shall
be of immediate effect) upon expiry of the notice to be given under Clause 23, the Agent
and/or Paying Agent so superseded shall cease to be an Agent and/or a Paying Agent hereunder.
(6)
Subject
to Subclause 21(1), the Issuers may, after prior consultation with the Agent, terminate the
appointment of any of the other Paying Agents at any time and/or appoint one or more further
Paying Agents located outside the United States (either for all Notes issued under the Programme
or with respect to a particular Series of Notes) by giving to the Agent, and to the relevant
Paying Agent, at least 45 days’ notice in writing to that effect, or such lesser notice
as is agreed to by the Agent, the Issuers and the relevant Paying Agent; and any Issuer may,
in respect of a particular Series of Notes only, appoint one or more further Paying Agents
which appointment shall take effect on the date of such appointment.
(7)
Subject
to Subclause 21(1), all or any of the Paying Agents (other than the Agent) may resign their
respective appointments hereunder at any time by giving the Issuers and the Agent at least
45 days’ written notice to that effect.
(8)
Upon its
resignation or removal becoming effective, the Agent or the relevant Paying Agent:
(a)
shall, in
the case of the Agent, forthwith transfer all moneys held by it hereunder and the records
referred to in Subclauses 13(5) and 14(7) to the successor Agent hereunder; and
(b)
shall be entitled
to the payment by the Issuers of its commissions and fees for the services theretofore rendered
hereunder in accordance with the terms of Clause 16 and to the reimbursement of all reasonable
out-of-pocket expenses (including legal fees and together with any
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30
applicable
value added tax or similar tax thereon) incurred in connection therewith.
(9)
Upon its
appointment becoming effective, a successor Agent and any new Paying Agent shall, without
further act, deed or conveyance, become vested with all the authority, rights, powers, trust,
immunities, duties and obligations of such predecessor with like effect as if originally
named as Agent or (as the case may be) a Paying Agent hereunder.
(10)
In the
case of any Series of Notes to be issued by TCCI in registered form TCCI has appointed a
registrar, transfer agent and paying agent pursuant to the TCCI Note Agency Agreement.
(11)
In the
case of any Series of Notes to be issued by TMCC in registered form TMCC has appointed a
registrar, transfer agent and paying agent pursuant to the TMCC Note Agency Agreement.
(12)
Not less
than 60 days prior to the date of any affected payment, the Agent and each Paying Agent agrees
that it shall notify TMCC in writing if any of Subclause 19(9) and Subclause 19(11) or 19(12),
as applicable to such Agent or Paying Agent, cease to be true, or if the Agent or any Paying
Agent believes that it will no longer be able to comply with such Subclauses. Any
such notice shall constitute notice of resignation by such Paying Agent under this Agreement
with respect to Notes issued by TMCC.
22.
Merger and Consolidation
Any corporation
into which the Agent or any Paying Agent may be merged, or any corporation with which the Agent or any of the Paying Agents may be consolidated,
or any corporation resulting from any merger or consolidation to which the Agent or any of the Paying Agents shall be a party, or any
corporation to which the Agent or any of the Paying Agents shall sell or otherwise transfer all or substantially all the assets of the
Agent or any Paying Agent shall, on the date when such merger, consolidation or transfer becomes effective and to the extent permitted
by any applicable laws, become the successor Agent or, as the case may be, Paying Agent under this Agreement without the execution or
filing of any paper or any further act on the part of the parties hereto, unless otherwise required by the Issuers, and after the said
effective date all references in this Agreement to the Agent or, as the case may be, such Paying Agent shall be deemed to be references
to such corporation. Written notice of any such merger, consolidation or transfer shall forthwith be given to the Issuers
by the relevant Agent or Paying Agent.
23.
Notifications
Following
receipt of notice of resignation from the Agent or any Paying Agent and forthwith upon appointing a successor Agent or, as the case may
be, further or other Paying Agents for any Series of Notes outstanding prior to the date of such appointment or on giving notice to terminate
the appointment of any Agent or, as the case may be, Paying Agent, the relevant Issuer shall give or cause to be given not more than
45 days’ nor less than 30 days’ notice thereof to any Noteholders affected by such termination or appointment in accordance
with the Conditions.
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24.
Change of Specified Office
The specified
office of the Agent shall be 160 Queen Victoria Street, London EC4V 4LA, United Kingdom. If the Agent or any Paying Agent
determines to change its specified office, it shall give to the Issuers and (if applicable) the Agent written notice of such determination
giving the address of the new specified office which shall be in the same city and stating the date on which such change is to take effect,
which shall not be less than 45 days thereafter. The Agent (on behalf of the Issuers) shall within 15 days of receipt of such
notice (unless the appointment of the Agent or the relevant Paying Agent, as the case may be, is to terminate pursuant to Clause 21 on
or prior to the date of such change) give or cause to be given not more than 45 days’ nor less than 30 days’ notice thereof
to the Noteholders in accordance with the Conditions; provided, however, that if a Paying Agent acts as Paying Agent for only some of
the Series of Notes under the Programme, notice need be given only to holders of the Notes of those Series in relation to which the Paying
Agent acts as Paying Agent.
25.
Notices
(1)
Any notice
or communication given hereunder shall be sufficiently given or served:
(a)
if delivered
in person to the relevant address specified on the signature pages hereof (or to such other
address as is specified in writing and delivered to the relevant parties to this Agreement)
and, if so delivered, shall be deemed to have been delivered at time of receipt; or
(b)
if sent by
email to the relevant email address specified on the signature pages hereof (or to such other
address as is specified in writing and delivered to the relevant parties to this Agreement)
and, if so sent, shall be deemed to have been delivered at the time of confirmation by telephone.
(2)
A copy of
any notice served in accordance with Subclause 25(1) shall be given to the Parent and TFS
at:
Toyota Motor
Corporation
Nagoya Office
7-1, Meieki 4-chome
Nakamura-ku
Nagoya City
Aichi Prefecture 450-8711
Japan
[**]
Toyota Financial
Services Corporation
Nagoya Lucent Tower
6-1, Ushijima-cho
Nishi-ku
Nagoya City
Aichi Prefecture 451-6015
Japan
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[**]
26.
Taxes and Stamp Duties
The Issuers
agree to pay any and all stamp and other documentary taxes or duties (other than any interest or penalties arising as a result of a failure
by any other person to account promptly to the relevant authorities for any such duties or taxes after such person shall have received
from the relevant Issuer the full amount payable in respect thereof) which may be payable in connection with the execution, delivery,
performance and enforcement of this Agreement.
27.
Currency Indemnity
If, under
any applicable law and whether pursuant to a judgment being made or registered against any Issuer or in the liquidation, insolvency or
analogous process of any Issuer or for any other reason, any payment under or in connection with this Agreement is made or is to be satisfied
in a currency (the
other currency
) other than that in which the relevant payment is expressed to be due (the
required currency
)
under this Agreement, then, to the extent that the payment (when converted into the required currency at the rate of exchange on the
date of payment or, if it is not practicable for the Agent or the relevant Paying Agent to purchase the required currency with the other
currency on the date of payment, at the rate of exchange as soon thereafter as it is practicable for it to do so or, in the case of a
liquidation, insolvency or analogous process at the rate of exchange on the latest date permitted by applicable law for the determination
of liabilities in such liquidation, insolvency or analogous process) actually received by the Agent or the relevant Paying Agent falls
short of the amount due under the terms of this Agreement, such Issuer undertakes that it shall, as a separate and independent obligation,
indemnify and hold harmless the Agent and the relevant Paying Agent against the amount of such shortfall. For the purpose
of this Clause 27,
rate of exchange
means the rate at which the Agent or the relevant Paying Agent is able on the London foreign
exchange market on the relevant date to purchase the required currency with the other currency and shall take into account any premium
and other costs of exchange.
28.
Amendments: Meetings of Holders
(1)
Provisions
for meetings of holders of Registered Notes issued by TCCI and amendment of the TCCI Note
Agency Agreement are set out in the TCCI Note Agency Agreement. Provisions for
meetings of holders of Registered Notes issued by TMCC and amendment of the TMCC Note Agency
Agreement are set out in the TMCC Note Agency Agreement. This Clause 28 applies
to Bearer Notes and any reference in this Clause 28 to “Notes” is to Bearer Notes.
(2)
This Agreement,
the Notes and any Coupons attached to the Notes may be amended by the Issuers or the relevant
Issuer, as the case may be, and the Agent, without the consent of the holder of any Note
or Coupon (a) for the purpose of curing any ambiguity, or of curing, correcting or supplementing
any defective provision contained herein or therein, or to evidence the succession of another
corporation to the relevant Issuer as provided in Condition 13 or provide for substitution
of the relevant Issuer as provided in Condition 14, (b) to make any further modifications
of the terms of this Agreement necessary or desirable to allow for the issuance of any additional
Notes (which modifications shall not be materially adverse to holders of outstanding Notes),
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or (c)
in any manner which the Issuers or the relevant Issuer, as the case may be, and the Agent may deem necessary or desirable and which shall
not materially adversely affect the interests of the holders of the Notes and Coupons. In addition, with the written consent
of holders of a majority in aggregate nominal amount of the Notes then outstanding affected thereby, or by resolution adopted by the
holders of a majority in aggregate nominal amount of Notes then outstanding present or represented at a meeting of the holders of the
Notes affected thereby at which a quorum is present (provided that such resolution shall be approved by the holders of not less than
25 per cent. of the aggregate nominal amount of Notes then outstanding affected thereby), this Agreement or the terms and conditions
of the Notes and Coupons may be modified or amended by the parties hereto or thereto, and future compliance and past defaults waived,
in each case as provided in Conditions 9 and 15 and subject to the limitations therein provided (including that no such agreement shall,
without the consent or the affirmative vote of the holder of each Note affected thereby, (i) change the stated maturity of the principal
of or any interest on any Note, (ii) reduce the nominal amount of or interest on any Note, (iii) change the obligation of the
Issuer to pay Additional Amounts as provided in Condition 7, (iv) reduce the percentage in nominal amount of outstanding Notes the
consent of the holders of which is necessary to modify or amend this Agreement or the terms and conditions of the Notes or to waive any
future compliance or past default, or (v) reduce the percentage in nominal amount of outstanding Notes the consent of the holders
of which is required at any meeting of holders of Notes at which a resolution is adopted).
(3)
A meeting
of holders of Notes may be called by the holders of at least 10 per cent. in nominal amount
of the outstanding Notes of the relevant Series at any time and from time to time to make,
give or take any request, demand, authorisation, direction, notice, consent, waiver or other
action provided by this Agreement or the Notes to be made, given or taken by holders of Notes.
(4)
The Agent
may at any time call a meeting of holders of Notes of any Series for any purpose specified
in Subclause 28(2) to be held at such time and at such place in the City of New York or in
London or to be held wholly or partly by means of electronic facility or facilities (including
video conference platforms or by conference call), as the Agent and the relevant Issuer shall
determine (including determining the means, or all different means, of attendance and participation
used in relation to a meeting of holders of Notes of any Series). Notice of every
meeting of holders of Notes, setting forth the time and the place of such meeting (which
need not be a physical place), and if the meeting is to be held (wholly or partly) by means
of electronic facility or facilities, including video conference platforms or conference
calls (or partly in one way and partly in another), specifying the means, or all different
means, of attendance and participation, and in general terms the action proposed to be taken
at such meeting, shall be given by the Agent to the relevant Issuer and to the holders of
the Notes, in the same manner as provided in Condition 16, not less than 21 nor more than
180 days prior to the date fixed for the meeting. In the case at any time the
relevant Issuer or the holders of at least 10 per cent. in nominal amount of the outstanding
Notes shall have requested the Agent to call a meeting of the holders to take any action
authorised in Subclause 28(2), by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Agent shall not have given notice of
such meeting within 21 days after receipt of such request or shall not thereafter proceed
to
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cause the
meeting to be held as provided herein, then the relevant Issuer, or the holders of Notes in the amount above-specified, as the case may
be, may determine the time and the place in the City of New York or London or the electronic facility or facilities for such meeting
(or partly in one way and partly in another) and may call such meeting by giving notice thereof as provided in this Subclause 28(4).
(5)
To be entitled
to vote at any meeting of holders of Notes, a person shall be a holder of outstanding Notes
at the time of such meeting, or a person appointed by an instrument in writing as proxy for
such holder. Holders of Notes present in person or by proxy by means of electronic
facility or facilities (including video conference platforms or conference call) provided
in Subclause 28(4) shall be counted in the quorum for, and entitled to participate in, the
meeting of holders of Notes.
(6)
The quorum
at any meeting called to adopt a resolution will be persons holding or representing a majority
in aggregate nominal amount of the Notes then outstanding affected thereby. In
the absence of a quorum, within 30 minutes of the time appointed for any such meeting, the
meeting may be adjourned for a period of not less than 10 days as determined by the chairman
of the meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to the adjournment
of such adjourned meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Subclause 28(4) except that such notice need be given not less
than five days prior to the date on which the meeting is scheduled to be reconvened. Notice
of the reconvening of an adjourned meeting shall state expressly the percentage of the nominal
amount of the outstanding Notes which shall constitute a quorum.
The quorum
at any adjourned meeting will be one or more persons holding or representing 25 per cent. in aggregate nominal amount of such Notes
then outstanding affected thereby. Any meeting of holders of Notes at which a quorum is present may be adjourned from time
to time by vote of a majority in nominal amount of the outstanding Notes represented at the meeting, and the meeting may be held as so
adjourned without further notice. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as
aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the persons entitled to vote
a majority in nominal amount of the outstanding Notes represented and voting at such meeting, provided that such amount approving such
resolution shall be not less than 25 per cent. in nominal amount of the outstanding Notes.
(7)
Any modifications,
amendments or waivers under this Clause 28 to this Agreement or to the terms and conditions
of the Notes and Coupons will be conclusive and binding on all holders of Notes and Coupons,
whether or not they have given such consent or were present at any meeting, and whether or
not notation of such modifications, amendments or waivers is made upon the Notes and Coupons. It
shall not be necessary for the consent of the holders of Notes under Condition 15 to approve
the particular form of any proposed amendment, but it shall be sufficient if such consent
shall approve the substance thereof.
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(8)
Notes authenticated
and delivered after the execution of any amendment under this Clause 28 to this Agreement,
the Notes or Coupons may bear a notation in form approved by the Agent as to any matter provided
for in such amendment to this Agreement. New Notes so modified as to conform,
in the opinion of the Agent and the relevant Issuer, to any modification contained in any
such amendment may be prepared by the relevant Issuer, authenticated by the Agent and delivered
in exchange for the Notes then outstanding affected thereby.
(9)
The Agent
may make such reasonable regulations as it may deem advisable for any meeting of holders
of Notes in regard to proof of the holding of Notes and of the appointment of proxies and
in regard to the appointment and duties of inspectors of votes, the submission and examination
of proxies, certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate, including determining
that adequate facilities are available throughout the meeting to ensure holders of Notes
in person or by proxy attending the meeting by all means (including by means of electronic
facility or facilities, including video conference platforms or by conference call) are able
to participate in such meeting. Such regulations may, without prejudice to the
generality of the foregoing, reflect the practices and facilities of any Relevant Clearing
System. The Agent shall, by an instrument in writing, appoint a temporary chairman
of the meeting, unless the meeting shall have been called by the relevant Issuer or holders
of Notes as provided above, in which case the relevant Issuer or the holders of Notes calling
the meeting, as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by vote of the
persons entitled to vote a majority in nominal amount of the outstanding Notes represented
at the meeting. The chairman of the meeting shall have no right to vote, except
as a holder of Notes or proxy. A record, at least in triplicate, of the proceedings
of each meeting of holders of Notes shall be prepared, and one such copy shall be delivered
to the relevant Issuer and another to the Agent to be preserved by the Agent.
29.
Calculation Agency Agreement
A form
of calculation agency agreement is set out in Appendix C hereto. Where the Conditions require functions to be carried out
by a Calculation Agent other than the Agent, the relevant Issuer may execute such an agreement or an agreement in such other form as
such Issuer and the Calculation Agent may agree.
30.
REPRESENTATIONS AND WARRANTIES
As
at the date of this Agreement each of the Issuers (only in relation to itself and any Notes issued or to be issued by it) hereby warrants
to and agrees with the Agent that neither it, nor, to the knowledge of the relevant Issuer, any director, officer or employee of the
relevant Issuer is currently the subject of any Sanctions applicable to such Issuer; and the relevant Issuer will not knowingly use the
proceeds raised in connection with the issue of the Notes to fund any activities or business of any Designated Person subject to official
sanctions imposed by the United States, the United Nations, the European Union or the United Kingdom except to the extent that such activity
or business would not be prohibited for a U.S., European Union or United Kingdom person pursuant to Sanctions.
The
representation and warranty given in this clause 30 shall not be made by, nor apply to, TCCI only in so far as it would result in a violation
of or conflict with (a) the Foreign
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Extraterritorial
Measures Act (Canada), together with all amendments, supplements and replacements thereto from time to time (
FEMA
) and (b) the
Foreign Extraterritorial Measures (United States) Order 1992 made under the authority of FEMA, together with all amendments, supplements
and replacements thereto from time to time and (c) any other orders issued under FEMA.
It
is acknowledged and agreed that the warranty and agreement given in this clause 30 is only sought and given to the extent that to do
so would not violate (i) Regulation (EC) No 2271/96 (including as it forms part of UK domestic law by virtue of the EUWA); and/or (ii)
any associated and applicable national law, instrument or regulation in the European Union or the United Kingdom related thereto.
31.
deed poll
(1)
If any Global
Bearer Note becomes void in accordance with its terms, the relevant Issuer covenants with
each Relevant Account Holder (other than any Relevant Account Holder which is an account
holder of any other Relevant Clearing System) that each Relevant Account Holder shall automatically
acquire at the Relevant Time, without the need for any further action on behalf of any person,
against the relevant Issuer all those rights which the Relevant Account Holder would have
had if at the Relevant Time it held and beneficially owned executed and authenticated Definitive
Bearer Notes in respect of each Underlying Note (as defined in the definition of “Global
Bearer Note”) represented by the Global Bearer Note which the Relevant Account Holder
has credited to its securities account with the Relevant Clearing System at the Relevant
Time. The relevant Issuer’s obligation under this Clause 31 shall be a separate
and independent obligation by reference to each Underlying Note which a Relevant Account
Holder has credited to its securities account with the Relevant Clearing System and the relevant
Issuer agrees that a Relevant Account Holder may assign its rights under this Clause 31 in
whole or in part.
(2)
The records
of the Relevant Clearing System shall be conclusive evidence of the identity of the Relevant
Account Holders and the number of Underlying Notes credited to the securities account of
each Relevant Account Holder. For these purposes a statement issued by the Relevant
Clearing System stating:
(a)
the name of
the Relevant Account Holder to which the statement is issued; and
(b)
the aggregate
nominal amount of Underlying Notes credited to the securities account of the Relevant Account
Holder as at the opening of business on the first day following the Relevant Time on which
the Relevant Clearing System is open for business,
shall be
conclusive evidence of the records of the Relevant Clearing System at the Relevant Time.
(3)
In the event
of a dispute, the determination of the Relevant Time by the Relevant Clearing System shall
(in the absence of manifest error) be final and conclusive for all purposes in connection
with the Relevant Account Holders with securities accounts with the Relevant Clearing System.
(4)
The relevant
Issuer undertakes in favour of each Relevant Account Holder that, in relation to any payment
to be made by it under this Clause 31, it will comply
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with the
provisions of Condition 7 to the extent that they apply to any payments in respect of Underlying Notes as if those provisions had been
set out in full in this Clause 31.
(5)
The relevant
Issuer will pay any stamp and other duties and taxes, including interest and penalties, payable
on or in connection with the execution of this Agreement and any action taken by any Relevant
Account Holder to enforce the provisions of this Clause 31.
(6)
This Clause
31 and Clause 34 shall take effect as a Deed Poll for the benefit of the Relevant Account
Holders from time to time. This Agreement shall be deposited with and held by
the common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream,
Luxembourg (being at that date of this Agreement the Agent) until all the obligations of
each Issuer under this Clause 31 have been discharged in full.
(7)
Each Issuer
acknowledges the right of every Relevant Account Holder to the production of, and the right
of every Relevant Account Holder to obtain (upon payment of a reasonable charge) a copy of,
this Agreement, and further acknowledges and covenants that the obligations binding upon
it contained in this Clause 31 are owed to, and shall be for the account of, each and every
Relevant Account Holder, and that each Relevant Account Holder shall be entitled severally
to enforce those obligations against the relevant Issuer.
32.
Descriptive Headings
The descriptive
headings in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.
33.
CONTRACTS (RIGHTS OF THIRD PARTIES)
ACT 1999
Save
for Clause 31, this Agreement confers no right on a person who is not a party to this Agreement by virtue of the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists
or is available apart from that Act.
34.
Governing Law
(1)
This Agreement
and any non-contractual obligations arising out of or in connection with this Agreement shall
be governed by, and construed in accordance with, the laws of England.
(2)
Each Issuer
hereby irrevocably agrees for the exclusive benefit of the Agent, the Paying Agents and the
Relevant Account Holders that the courts of England are to have jurisdiction to settle any
disputes which may arise out of or in connection with this Agreement (including a dispute
relating to any non-contractual obligations arising out of or in connection with this Agreement)
and that accordingly any suit, action or proceedings (together referred to as
Proceedings
)
arising out of or in connection with this Agreement (including any Proceedings relating to
any non-contractual obligations arising out of or in connection with this Agreement) may
be brought in such courts. Each Issuer hereby irrevocably waives any objection
which it may have to the laying of the venue of any Proceedings in any such courts and any
claim that any such Proceedings have been brought in an inconvenient forum and hereby further
Page
38
irrevocably
agrees that a judgment in any Proceedings brought in the English courts shall be conclusive and binding upon each Issuer and may be enforced
in the courts of any other jurisdiction. Nothing contained herein shall limit any right to take Proceedings against any Issuer
in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of
Proceedings in any other jurisdiction, whether concurrently or not. Each Issuer hereby appoints Toyota Financial Services
(UK) PLC of Great Burgh, Burgh Heath, Epsom, Surrey KT18 5UZ, United Kingdom as its agent for service of process and agrees that, in
the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person
as its agent for service of process in England in respect of any Proceedings.
(3)
If TMF is
represented by an attorney or attorneys in connection with the signing and/or execution and/or
delivery of this Agreement or any agreement, deed or document referred to herein or made
pursuant hereto and the relevant power or powers of attorney is or are expressed to be governed
by the laws of the Netherlands, it is hereby expressly acknowledged and accepted by the other
parties hereto that such laws shall govern the existence and extent of such attorney’s
or attorneys’ authority and the effects of the exercise thereof.
35.
Counterparts
This
Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an
original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement
by email attachment or telecopy shall be an effective mode of delivery.
Page
39
IN
WITNESS WHEREOF
, TMF, TCCI, TFA and TMCC have executed this Agreement as a deed, and the Agent has executed this Agreement, as of
the date first above written.
The Issuers
SIGNED, SEALED AND DELIVERED
)
by Kazuo Noda
)
KAZUO NODA
being a duly authorised attorney of
)
TOYOTA MOTOR FINANCE
)
(NETHERLANDS) B.V.
with the
)
intention that this instrument takes effect
)
as TMF’s deed in the presence of: J. van Elk
)
JORRIT
VAN ELK
TOYOTA MOTOR FINANCE
(NETHERLANDS) B.V.
World Trade Center Amsterdam
Tower One, Level 26
Zuidplein 218
1077 XV Amsterdam
The Netherlands
[**]
[Signature page to the Amended and Restated
Agency Agreement]
Page
40
SIGNED, SEALED AND DELIVERED
)
by Fernando Belfiglio
)
FERNANDO BELFIGLIO
being a duly authorised attorney of
)
TOYOTA CREDIT CANADA INC.
)
with the intention that this instrument takes
)
effect as TCCI’s deed in the presence of: Diana Galassi
)
DIANA
GALASSI
TOYOTA CREDIT CANADA
INC.
80 Micro Court, Suite 200
Markham
Ontario L3R 9Z5
Canada
[**]
[Signature page to the Amended and Restated Agency
Agreement]
Page
41
SIGNED, SEALED AND DELIVERED
)
by Ian Pang
)
IAN PANG
being a duly authorised attorney of
)
TOYOTA FINANCE AUSTRALIA
)
LIMITED
with the intention that this
)
instrument takes effect as TFA’s deed
)
in the presence of: Keith Stewart
)
KEITH
STEWART
TOYOTA FINANCE
AUSTRALIA LIMITED
Level 7, Grosvenor Place
225 George Street
Sydney NSW 2000
Australia
[**]
[Signature page to the Amended and Restated Agency
Agreement]
Page
42
SIGNED, SEALED AND DELIVERED
)
by the undersigned being duly
)
authorised on behalf of
)
TOYOTA MOTOR CREDIT
)
CORPORATION
with the intention that
)
this instrument takes effect as TMCC’s
)
deed
)
By:
TELLIS
BETHEL
Name:
Tellis Bethel
Title:
Senior
Vice President and Chief Financial Officer
TOYOTA MOTOR
CREDIT CORPORATION
6565 Headquarters Drive, Mailstop W2–3D
Plano
Texas 75024–5965
United States
[**]
[Signature page to the Amended and Restated Agency
Agreement]
Page
43
The Agent
THE BANK OF NEW
YORK MELLON
acting through its London branch
160 Queen Victoria Street
London EC4V 4LA
United Kingdom
[**]
By:
NATHAN A. HODD
Name:
Nathan A. Hodd
Title:
Authorised
Signatory
[Signature
page to the Amended and Restated Agency Agreement]
Page
44
Appendix A
TERMS AND CONDITIONS OF THE NOTES
This
Note is one of a Series (as defined below) of Notes issued subject to, and with the benefit of, an amended and restated agency agreement
dated 11 September 2026 and made between Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia
Limited and Toyota Motor Credit Corporation as Issuers and The Bank of New York Mellon, acting through its London branch, as the issuing
agent and (unless specified otherwise in the applicable Final Terms) principal paying agent and (unless specified otherwise in the applicable
Final Terms) as calculation agent (the “
Agent
”, which expression shall include any successor agent or other Calculation
Agent specified in the applicable Final Terms and the “
Paying Agent
”, which expression shall include any additional
or successor paying agents) (such amended and restated agency agreement as further amended and/or supplemented and/or restated from time
to time, the “
Agency Agreement
”). Notes in registered form (“
Registered Notes
”) issued
by Toyota Credit Canada Inc. are also issued subject to, and with the benefit of, an amended and restated note agency agreement dated
13 September 2024 and made between Toyota Credit Canada Inc. as Issuer, Computershare Advantage Trust of Canada (as successor to BNY
Trust Company of Canada) as registrar, paying agent and transfer agent and, in respect of Registered Notes settled or cleared in Euroclear
and/or Clearstream, Luxembourg (each as defined below), The Bank of New York Mellon SA/NV, Dublin Branch as registrar and transfer agent
(each a “
TCCI Registrar
”, which expression shall include any successor registrar, paying agent and transfer agent)
and The Bank of New York Mellon, acting through its London branch, as transfer agent and paying agent (the “
TCCI Transfer Agent
”,
which expression shall include any additional or successor transfer agent or paying agent appointed for Registered Notes issued by Toyota
Credit Canada Inc.) (such amended and restated note agency agreement as further amended and/or supplemented and/or restated from time
to time, the “
TCCI Note Agency Agreement
”). Registered Notes issued by Toyota Motor Credit Corporation
are also issued subject to, and with the benefit of, an amended and restated note agency agreement dated 11 September 2026 and made
between Toyota Motor Credit Corporation as Issuer, The Bank of New York Mellon SA/NV, Dublin Branch as registrar and transfer agent (the
“
TMCC Registrar
”, which expression shall include any successor registrar and transfer agent) and The Bank of New York
Mellon, acting through its London branch, as transfer agent and paying agent (the “
TMCC Transfer Agent
”, which expression
shall include any additional or successor transfer agent or paying agent appointed for Registered Notes issued by Toyota Motor Credit
Corporation) (such amended and restated note agency agreement as further amended and/or supplemented and/or restated from time to time,
the “
TMCC Note Agency Agreement
”).
References
in these Terms and Conditions of the Notes (“
Terms and Conditions
”) to the “
Issuer
” shall be references
to the party specified in the applicable Final Terms (as defined below). References herein to the “
Notes
”
shall be references to the Notes of this Series (as defined below) and shall mean (i) in relation to any Notes represented by a global
Note, units of the lowest Specified Denomination (as defined below) in the Specified Currency (as defined below) of the relevant Notes,
(ii) definitive Notes issued in exchange (or part exchange) for a temporary global Note, a permanent global Note or a global Registered
Note and (iii) any global Note.
Interest
bearing definitive Notes in bearer form will (unless otherwise indicated in the applicable Final Terms) have interest coupons (“
Coupons
”)
and, if indicated in the applicable Final Terms, talons for further Coupons (“
Talons
”) attached on issue. Any
reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons. Global
Notes do not have Coupons or Talons attached on issue.
The
Notes and the Coupons have the benefit of certain Credit Support Agreements governed by Japanese law, one between Toyota Motor Corporation
(the “
Parent
”) and Toyota
Page
45
Financial Services
Corporation (“
TFS
”) dated 14 July 2000 as supplemented by a Supplemental Credit Support Agreement dated 14 July 2000
and a Supplemental Credit Support Agreement No. 2 dated 2 October 2000 (collectively, the “
TMC Credit Support Agreement
”)
and others between TFS and each of Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc. and Toyota Finance Australia Limited
dated 7 August 2000 and Toyota Motor Credit Corporation dated 1 October 2000 (each a “
Credit Support Agreement
” and
together with the TMC Credit Support Agreement, the “
Credit Support Agreements
”). The Credit Support Agreements
do not constitute a direct or indirect guarantee by the Parent or TFS of the Notes. The Parent’s obligations under its
Credit Support Agreement and the obligations of TFS under its Credit Support Agreements, rank
pari passu
with its direct, unconditional,
unsubordinated and unsecured debt obligations.
The
Final Terms applicable to the Notes are attached to or endorsed on the Notes and supplement these Terms and Conditions. References
herein to the “
applicable Final Terms
” shall mean the Final Terms attached to or endorsed on the Notes.
As
used herein, “
Series
” means each original issue of Notes together with any further issues expressed to form a single
series with the original issue and the terms of which (save for the Issue Date, the amount and the date of the first payment of interest
thereon and/or the Issue Price (as indicated in the applicable Final Terms)) are identical (including the Maturity Date, Interest Basis,
Redemption/Payment Basis and Interest Payment Dates (if any) and whether or not the Notes are admitted to trading) and expressions “
Notes
of the relevant Series
” and related expressions shall be construed accordingly. As used herein, “
Tranche
”
means all Notes of the same Series with the same Issue Date and Interest Commencement Date (if applicable).
Copies
of the Agency Agreement (which contains the form of the Final Terms), the Credit Support Agreements and (if the Notes are offered to
the public in a Member State of the European Economic Area or admitted to trading on a regulated market within the meaning of Regulation
(EU) 2017/1129, as amended (the “
Prospectus Regulation
”) in the relevant Member State or offered to the public in
the United Kingdom or admitted to trading on a regulated market within the meaning of Regulation (EU) 2017/1129 as it forms part of United
Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended), the Final Terms applicable to the Notes are
available free of charge and available for inspection at the specified offices of the Agent. If the Notes are to be admitted
to trading on the main market of the London Stock Exchange plc, the applicable Final Terms will be published on the website of the London
Stock Exchange plc through a regulatory news service. If the Notes are admitted to trading on the regulated market of the
Irish Stock Exchange plc trading as Euronext Dublin (“
Euronext Dublin
”) or offered to the public in a Member State
of the European Economic Area in circumstances not within an exemption from the requirement to publish a prospectus under the Prospectus
Regulation, the applicable Final Terms will be published on the website of Euronext Dublin through a regulatory news service and/or on
the Issuer’s website. Copies of the TCCI Note Agency Agreement (if the Notes are Registered Notes issued by Toyota Credit
Canada Inc.) are available free of charge and available for inspection by the holders of Registered Notes issued by Toyota Credit Canada
Inc. at the specified offices of the TCCI Registrar and the TCCI Transfer Agent. Copies of the TMCC Note Agency Agreement
(if the Notes are Registered Notes issued by Toyota Motor Credit Corporation) are available free of charge and available for inspection
by the holders of Registered Notes issued by Toyota Motor Credit Corporation at the specified offices of the TMCC Registrar and the TMCC
Transfer Agent. The holders of the Notes (the “
Noteholders
”), which expression shall, in relation to any
Notes represented by a global Note, be construed as provided in Condition 1, and the holders of the Coupons (the “
Couponholders
”)
are deemed to have notice of the Agency Agreement and the applicable Final Terms, which are binding on them. The holders of
Registered Notes issued by Toyota Credit Canada Inc. are deemed to have notice of the TCCI Note Agency Agreement, which is binding on
them and the holders of Registered Notes issued by Toyota
Page
46
Motor Credit Corporation
are deemed to have notice of the TMCC Note Agency Agreement, which is binding on them.
Words
and expressions defined in the Agency Agreement or (if the Note is a Registered Note issued by Toyota Credit Canada Inc.) in the TCCI
Note Agency Agreement or (if the Note is a Registered Note issued by Toyota Motor Credit Corporation) in the TMCC Note Agency Agreement
or used in the applicable Final Terms shall have the same meanings where used in these Terms and Conditions unless the context otherwise
requires or unless otherwise stated. In the event of inconsistency between the Agency Agreement, (if the Note is a Registered
Note issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement, (if the Note is a Registered Note issued by Toyota Motor Credit
Corporation) the TMCC Note Agency Agreement or the applicable Final Terms, the applicable Final Terms will prevail.
1.
Form,
Denomination and Title
The
Notes may be issued in bearer form (“
Bearer Notes
”) or, in respect of Notes issued by Toyota Credit Canada Inc. or
Toyota Motor Credit Corporation, in bearer or registered form as set out in the applicable Final Terms and, in the case of definitive
Bearer Notes, serially numbered, in the currency (“
Specified Currency
”) and in the denominations (“
Specified
Denomination(s)
”), as specified in the applicable Final Terms.
Bearer
Notes may not be exchanged for Registered Notes and
vice versa
.
The
Note may be a Note bearing interest on a fixed rate basis (“
Fixed Rate Note
”), a Note bearing interest on a floating
rate basis (“
Floating Rate Note
”), a Note issued on a non-interest bearing basis (“
Zero Coupon Note
”)
or any combination of the foregoing, depending upon the interest basis specified in the applicable Final Terms.
Bearer
Notes in definitive form are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to interest (other
than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable.
Subject
as set out below, title to Bearer Notes and Coupons will pass by delivery. The holder of each Coupon whether or not such Coupon
is attached to a Note, in their capacity as such, shall be subject to and bound by all the provisions contained in the relevant Note. Subject
as set out below, the Issuer and any Paying Agent may deem and treat the bearer of any Bearer Note or Coupon as the absolute owner thereof
(whether or not overdue and notwithstanding any notice to the contrary, including any notice of ownership or writing thereon or notice
of any previous loss or theft thereof) for all purposes but, in the case of any global Bearer Note, without prejudice to the provisions
set out in the next succeeding paragraph.
For
so long as any of the Notes is represented by a global Note, each person who is for the time being shown in the records of Euroclear
Bank SA/NV (“
Euroclear
”) or of Clearstream Banking S.A. (“
Clearstream, Luxembourg
”) or any other
agreed clearing system as the holder of a particular nominal amount of such Notes (other than a clearing agency (including Euroclear
and Clearstream, Luxembourg) that is itself an account holder of Euroclear or Clearstream, Luxembourg or any other agreed clearing system
(in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg or any other agreed clearing system
as to the nominal amount of Notes standing to the account of any person shall be conclusive and binding for all purposes save in the
case of manifest error or proven error)) shall be treated by the Issuer, the Agent and any other Paying Agent or (in the case of Registered
Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent or (in the case of Registered Notes issued
by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent as the holder of such nominal amount of such Notes
for all purposes other than with respect to the payment of principal (including premium (if any)) or interest on the Notes, for which
purpose the bearer of the relevant global Bearer Note or registered holder of the global Registered Note shall be treated by the Issuer,
the Agent and any other Paying
Page
47
Agent as the holder
of such Notes in accordance with and subject to the terms of the relevant global Note (and the expressions “
Noteholder
”
and “
holder of Notes
” and related expressions shall be construed accordingly). Notes which are represented
by a global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear or of Clearstream,
Luxembourg, as the case may be.
Title
to Registered Notes issued by Toyota Credit Canada Inc. passes on due endorsement in the central register (“
TCCI Register
”)
which Toyota Credit Canada Inc. shall procure to be kept by Computershare Advantage Trust of Canada. Toyota Credit Canada
Inc. shall procure a branch register to be kept by The Bank of New York Mellon SA/NV, Dublin Branch in respect of Registered Notes settled
or cleared in Euroclear or Clearstream, Luxembourg. Title to Registered Notes issued by Toyota Motor Credit Corporation passes
on due endorsement in the relevant register (“
TMCC Register
”) which Toyota Motor Credit Corporation shall procure
to be kept by the TMCC Registrar. Subject as set out above, except as ordered by a court of competent jurisdiction or as required
by law, the registered holder of any Registered Note shall be deemed to be and may be treated as the absolute owner of such Registered
Note for all purposes, whether or not such Registered Note shall be overdue and notwithstanding any notice of ownership, theft or loss
thereof or any writing thereon made by anyone and no person shall be liable for so treating such registered holder (and the expressions
“
Noteholder
” and “
holder of Notes
” and related expressions shall be construed accordingly).
Provisions
relating to the transfer of Registered Notes issued by Toyota Credit Canada Inc. are set out in the relevant Registered Note and the
TCCI Note Agency Agreement. Provisions relating to the transfer of Registered Notes issued by Toyota Motor Credit Corporation
are set out in the relevant Registered Note and the TMCC Note Agency Agreement.
Any
reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, except in relation to Bearer Notes
in new global note (“
NGN
”) form or Registered Notes intended to be held in a manner which would allow Eurosystem eligibility
(being the new safekeeping structure (“
NSS
”) and hereinafter referred to as “
held under the NSS
”),
be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.
2.
Status
of the Notes and the Credit Support Agreements
The
Notes and any relative Coupons are direct, unconditional, unsubordinated and (subject to the provisions of Condition 3) unsecured obligations
of the Issuer and rank
pari passu
and rateably without any preference among themselves and (save for certain obligations required
to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer from
time to time outstanding. The Notes and the Coupons have the benefit of the Credit Support Agreements.
3.
Negative
Pledge
The
Notes will be subject to this Condition 3 only if this Condition 3 is specified to be applicable in the applicable Final Terms. S
o
long as any of the Notes remains outstanding (as defined in Condition 15) the Issuer will not create or permit to be outstanding any
mortgage, pledge, lien, security interest or other charge (each a “
Security Interest
”) (other than a Permitted Security
Interest (as defined below)) for the benefit of the holders of any Relevant Indebtedness (as defined below) on the whole or any part
of its property or assets, present or future, to secure any Relevant Indebtedness issued or expressly guaranteed by the Issuer or in
respect of which the Issuer has given any indemnity without in any such case at the same time according to the Notes the same security
as is granted or is outstanding in respect of such Relevant Indebtedness or such guarantee or indemnity or such other security as shall
be approved by
the written consent of holders of a majority in aggregate nominal amount of the Notes then outstanding affected
thereby, or by resolution adopted by the holders of a majority in aggregate nominal
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48
amount of the Notes
then outstanding present or represented at a meeting of the holders of the Notes affected thereby at which a quorum is present, as provided
in the Agency Agreement
; provided, however, that such covenant will not apply to Security Interests securing
outstanding Relevant Indebtedness which does not in the aggregate at any one time exceed 20 per cent. of Consolidated Net Tangible Assets
(as defined below) of the Issuer and its consolidated subsidiaries (if any). For the purposes of this Condition 3:
“
Consolidated
Net Tangible Assets
” means the aggregate amount of assets (less applicable reserves and other properly deductible items) after
deducting therefrom all goodwill, trade names, trademarks, patents, unamortised debt discount and expense and other like intangibles
of the Issuer and its consolidated subsidiaries (or, where the Issuer has no consolidated subsidiaries, of the Issuer), all as set forth
on the most recent balance sheet of the Issuer and its consolidated subsidiaries (or, where the Issuer has no consolidated subsidiaries,
the most recent balance sheet of the Issuer) prepared in accordance with generally accepted accounting principles as practised in the
jurisdiction of the Issuer’s incorporation;
“
Relevant
Indebtedness
” shall mean any indebtedness in the form of or represented by bonds, notes, debentures or other securities which
have a final maturity of more than a year from the date of their creation and which are admitted to trading on one or more stock exchanges;
“
Permitted
Security Interest
” shall mean:
(i)
any Security
Interest arising by operation of law or any right of set-off;
(ii)
any Security
Interest granted by the Parent in favour of a TMC subsidiary (as defined below) (while such
beneficiary remains a TMC subsidiary) or by one TMC subsidiary in favour of another TMC subsidiary
(while such beneficiary remains a TMC subsidiary);
(iii)
any Security
Interest created in connection with, or pursuant to, a limited-recourse financing, securitisation
or other like arrangement where the payment obligations in respect of the indebtedness secured
by the relevant Security Interest are to be discharged from the revenues generated by assets
over which such Security Interest is created (including, without limitation, receivables),
and (in addition
to (i), (ii) and (iii) above)
where the Issuer is Toyota Finance Australia Limited
, any Security
Interest provided for by one of the following transactions if the transaction does not secure payment or performance of an obligation:
(A)
a transfer
of an account or chattel paper;
(B)
a commercial
consignment; or
(C)
a PPS lease,
where “
account
”,
“
chattel paper
”, “
commercial consignment
” and “
PPS lease
” have the same meanings
given to them in the Personal Property Securities Act 2009 of Australia; and
“
TMC
subsidiary
” means any of the Parent’s subsidiaries consolidated in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board.
4.
Interest
(a)
Interest
on Fixed Rate Notes and Business Day Convention for Notes other than Floating Rate Notes
Each
Fixed Rate Note bears interest from (and including) the Interest Commencement Date which is specified in the applicable Final Terms (or
the Issue Date, if no Interest Commencement Date is separately specified) to (but excluding) the Maturity Date specified in
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49
the applicable
Final Terms at the rate(s) per annum equal to the Fixed Rate(s) of Interest so specified payable in arrear on the Interest Payment Date(s)
in each year and on the Maturity Date so specified if it does not fall on an Interest Payment Date.
If
the Notes are in definitive form, except as provided in the applicable Final Terms, or if the applicable Final Terms specify that a Fixed
Coupon Amount or Broken Amount(s) shall apply in the case of Notes represented by a global Note, the amount of interest payable on each
Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount
as specified in the applicable Final Terms. Payments of interest on any Interest Payment Date will, if so specified in the
applicable Final Terms, amount to the Broken Amount(s) so specified.
As
used in these Terms and Conditions, “
Fixed Interest Period
” means the period from (and including) an Interest Payment
Date (or the Interest Commencement Date or the Issue Date, as the case may be) to (but excluding) the next (or first) Interest Payment
Date or Maturity Date.
Unless
specified otherwise in the applicable Final Terms, the “
Following Business Day Convention
” will apply to the payment
of all Fixed Rate Notes, meaning that if the Interest Payment Date or Maturity Date would otherwise fall on a day which is not a Business
Day (as defined in Condition 4(b)(i) below), the related payment of principal or interest will be made on the next succeeding Business
Day as if made on the date such payment was due. If the “
Modified Following Business Day Convention
” is
specified in the applicable Final Terms for any Fixed Rate Note, it shall mean that if the Interest Payment Date or Maturity Date would
otherwise fall on a day which is not a Business Day (as defined in Condition 4(b)(i) below), the related payment of principal or interest
will be made on the next succeeding Business Day as if made on the date such payment was due unless it would thereby fall into the next
calendar month in which event the full amount of payment shall be made on the immediately preceding Business Day as if made on the day
such payment was due. Unless specified otherwise in the applicable Final Terms, the amount of interest due shall not be changed
if payment is made on a day other than an Interest Payment Date or the Maturity Date as a result of the application of a Business Day
Convention specified above or other Business Day Convention specified in the applicable Final Terms.
Except
in the case of (i) Notes in definitive form where a Fixed Coupon Amount or a Broken Amount is specified in the applicable Final Terms
or (ii) Notes represented by a global Note where the applicable Final Terms specify that a Fixed Coupon Amount or Broken Amount(s) shall
apply, interest shall be calculated in respect of any period (including any period ending other than on an Interest Payment Date (which
for this purpose shall not include a period where a payment is made on a day other than an Interest Payment Date or the Maturity Date
as a result of the application of a Business Day Convention as provided in the immediately preceding paragraph, unless specified otherwise
in the applicable Final Terms)) by applying the Fixed Rate of Interest to:
(A)
in the case
of Fixed Rate Notes which are represented by a global Note, the aggregate outstanding nominal
amount of the Fixed Rate Notes represented by such global Note; or
(B)
in the case
of Fixed Rate Notes in definitive form, the Calculation Amount,
and, in each case,
multiplying such sum by the applicable Fixed Day Count Fraction or Day Count Fraction as specified in the applicable Final Terms, and
rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards
or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive
form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product
of the amount (determined in the manner provided above) for the Calculation Amount and the amount
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50
by which the Calculation
Amount is multiplied to reach the Specified Denomination, without any further rounding.
In
these Terms and Conditions, “
Fixed Day Count Fraction
” means:
(i)
if “
Actual/Actual
(ICMA)
” is specified in the applicable Final Terms:
(A)
in the case
of Notes where the number of days in the relevant period from (and including) the most recent
Interest Payment Date (or, if none, the Interest Commencement Date or Issue Date, as applicable)
to (but excluding) the relevant payment date (the “
Accrual Period
”) is
equal to or shorter than the Determination Period (as defined below) during which the Accrual
Period ends, the number of days in such Accrual Period divided by the product of (1) the
number of days in such Determination Period and (2) the number of Determination Dates (as
specified in the applicable Final Terms) that would occur in one calendar year assuming interest
was to be payable in respect of the whole of that year; or
(B)
in
the case of Notes where the Accrual Period is longer than the
Determination
Period during which the Accrual Period ends, the sum of:
(1)
the
number of days in such Accrual Period falling in the Determination Period in which the Accrual
Period begins divided by the product of (x)
the
number
of days in such Determination Period and (y) the number of Determination Dates (as specified
in the applicable Final Terms) that would occur in one calendar year assuming interest was
to be payable in respect of the whole of that year; and
(2)
the number
of days in such Accrual Period falling in the next Determination Period divided by the product
of (x) the number of days in such Determination Period and (y) the number of Determination
Dates (as specified in the applicable Final Terms) that would occur in one calendar year
assuming interest was to be payable in respect of the whole of that year;
(ii)
if
“
Actual/Actual (ISDA)
” is specified in the applicable Final Terms, the
actual number of days in the relevant period from (and including) the most recent Interest
Payment Date (or, if none, the Interest Commencement Date or Issue Date, as applicable) to
(but excluding) the next scheduled Interest Payment Date divided by 365 (or, if any portion
of that period falls in a leap year, the sum of (x) the actual number of days in that
portion of the period falling in a leap year divided by 366; and (y) the actual number
of days in that portion of the period falling in a non-leap year divided by 365);
(iii)
if
“
30/360
” is specified in the applicable Final Terms, the number of days
in the relevant
period
from
(and including) the most recent Interest Payment Date (or, if none, the Interest Commencement
Date or Issue Date, as applicable) to (but excluding) the next scheduled Interest
Payment
Date (such number of days being calculated on the basis of a
year of 360 days with 12 30-day months) divided by 360 and, in the case of an incomplete
month, the number of days elapsed;
(iv)
if
“
Actual/360
” is specified in the applicable Final Terms, the actual number
of days in the relevant period from (and including) the most recent Interest Payment Date
(or, if none, the Interest Commencement Date or Issue Date, as applicable) to (but excluding)
the next scheduled Interest Payment Date divided by 360;
(v)
if “
Actual/Actual
Canadian Compound Method
” is specified in the applicable Final Terms, whenever
it is necessary to compute any amount of accrued interest
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51
in respect
of the Notes for a period of less than one full year, other than in respect of any Fixed Coupon Amount or Broken Amount, such interest
will be calculated on the basis of the actual number of days in the period and a year of 365 days; and
(vi)
if “
Actual/365
(Fixed)
” is specified in the applicable Final Terms, the actual number of days
in the Fixed Interest Period divided by 365.
In
these Terms and Conditions:
“
Determination
Period
” means the period from (and including) a Determination Date (as specified in the applicable Final Terms) to (but excluding)
the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination
Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such
date); and
“
sub-unit
”
means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country
of such currency and, with respect to euro, means one cent.
(b)
Interest
on Floating Rate Notes
(i)
Interest
Payment Dates
Each
Floating Rate Note bears interest from (and including) the Interest Commencement Date specified in the applicable Final Terms (or the
Issue Date, if no Interest Commencement Date is separately specified) and, unless specified otherwise in the applicable Final Terms,
at the rate equal to the Rate of Interest payable in arrear on the Maturity Date and on either: (1) the Specified Interest Payment Date(s)
(each, together with the Maturity Date, an “
Interest Payment Date
”) in each year specified in the applicable Final
Terms; or (2) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each such date, together
with the Maturity Date, an “
Interest Payment Date
”) which falls the number of months or other period specified as
the Specified Period in the applicable Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment
Date, after the Interest Commencement Date or Issue Date, as applicable. Such interest will be payable in respect of each
Interest Period. As used in these Terms and Conditions, “
Interest Period
” means the period from (and including)
an Interest Payment Date (or the Interest Commencement Date or Issue Date, as applicable) to (but excluding) the next (or first) Interest
Payment Date.
If
a Business Day Convention is specified in the applicable Final Terms and (x) if there is no numerically corresponding day in the calendar
month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a
Business Day (as defined below), then, if the Business Day Convention specified is:
(A)
in any case
where Specified Periods are specified in accordance with Condition 4(b)(i)(2) above, the
Floating Rate Convention, such Interest Payment Date (i) in the case of (x) above, shall
be the last day that is a Business Day in the relevant month and the provisions of (2) below
in this sub-paragraph (A) shall apply
mutatis mutandis
or (ii) in the case of (y)
above, shall be postponed to the next day which is a Business Day unless it would thereby
fall into the next calendar month, in which event (1) such Interest Payment Date shall be
brought forward to the immediately preceding Business Day and (2) each subsequent Interest
Payment Date shall be the last Business Day in the month which falls in the Specified Period
after the preceding applicable Interest Payment Date occurred; or
(B)
the Following
Business Day Convention, such Interest Payment Date shall be postponed to the next day which
is a Business Day; or
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52
(C)
the
Modified Following Business Day Convention, such Interest Payment Date shall be
postponed
to the next day which is a Business Day unless it would thereby
fall into the next calendar month, in which event such Interest Payment Date shall be brought
forward to the immediately preceding Business Day; or
(D)
the
Preceding Business Day Convention, such Interest Payment Date shall be brought forw
a
rd
to the immediately preceding Business Day.
In
these Terms and Conditions, “
Business Day
” means (unless otherwise stated in the applicable Final Terms) a day which
is both:
(1)
a day on which
commercial banks and foreign exchange markets settle payments and are open for general business
(including dealing in foreign exchange and foreign currency deposits) in London and any other
Additional Business Centre specified in the applicable Final Terms; and
(2)
(i) in relation
to any sum payable in a Specified Currency other than euro and Renminbi, a day on which commercial
banks and foreign exchange markets settle payments and are open for general business (including
dealings in foreign exchange and foreign currency deposits) in the principal financial centre
of the country of the relevant Specified Currency (which, if the Specified Currency is Australian
dollars or New Zealand dollars, shall be Sydney or Auckland, respectively), (ii) in relation
to any sum payable in euro, a day on which the TARGET System is open or (iii) in relation
to any sum payable in Renminbi, a day on which commercial banks and foreign exchange markets
are open for business and settlement of Renminbi payments in Hong Kong or such RMB Settlement
Centre(s) as may be specified in the applicable Final Terms. Unless otherwise
provided in the applicable Final Terms, the principal financial centre of any country for
the purpose of these Terms and Conditions shall be as provided in the 2021 ISDA Interest
Rate Derivatives Definitions (as published by the International Swaps and Derivatives Association,
Inc. or any successor thereto) as amended or supplemented from time to time, or any successor
definitional booklet for interest rate derivatives published from time to time (the “
ISDA
Definitions
”), subject to Conditions 4(b)(ii)(3)(A) and 4(b)(ii)(3)(B), as of the
first Issue Date of the Notes of the relevant Series (except if the Specified Currency is
Australian dollars or New Zealand dollars the principal financial centre shall be Sydney
or Auckland, respectively) and in the case of Compounded SOFR Notes and SOFR Notes, a day
other than a Saturday, Sunday or a day on which the Securities Industry and Financial Markets
Association recommends that the fixed income departments of its members be closed for the
entire day for purposes of trading in U.S. Government securities (a “
U.S. Government
Securities Business Day
”). In these Terms and Conditions, “
TARGET
System
” means the real time gross settlement system operated by the Eurosystem,
or any successor system.
(ii)
Rate
of Interest
The
Rate of Interest payable from time to time in respect of the Floating Rate Notes will be determined as provided below.
Unless
otherwise stated in the applicable Final Terms, the Minimum Rate of Interest shall be deemed to be zero.
(1)
where the Reference
Rate is specified in the applicable Final Terms as being a Reference Rate other than (i)
the Secured Overnight Financing Rate (“
SOFR
”), (ii) the Sterling Overnight
Index Average (“
SONIA
”), (iii) the Australian Bank Bill Swap Rate (“
BBSW
Rate
”), (iv) the AONIA Rate (as defined in Condition 4(b)(ii)(4)), (v) the Canadian
Overnight Repo Rate Average (“
CORRA
”), or (vi) the Swiss Average Rate
Overnight (“
SARON
”), the Rate of Interest for each Interest Period will
be either:
Page
53
(x)
the rate
or
offered
quotation (if there is only one rate or offered
quotation on the Relevant Screen Page); or
(y)
the
arithmetic
mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards)
of the rates or offered quotations,
(expressed
as a percentage rate per annum) for the Reference Rate (as specified in the applicable Final Terms) for deposits in the Specified Currency
for that Interest Period which appears or appear, as the case may be, on the Relevant Screen Page (or such replacement page on that service
which displays the information) (as specified in the applicable Final Terms) as at the Specified Time on the Interest Determination Date
in question plus or minus (as specified in the applicable Final Terms) the Margin (if any), all as determined by the Agent (or such other
Calculation Agent specified in the applicable Final Terms). If, in the case of (y) above, five or more of such rates or offered
quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest rate or offered quotation,
one only of such rates or offered quotations) and the lowest (or, if there is more than one such lowest rate or offered quotation, one
only of such rates or offered quotations) shall be disregarded by the Agent (or such other Calculation Agent specified in the applicable
Final Terms) for the purpose of determining the arithmetic mean (rounded as provided above) of such rates or offered quotations. In
addition:
(A)
if, in the
case of (x) above, no such rate or offered quotation appears or, in the case of (y) above,
fewer than two of such rates or offered quotations appear at such time or if the offered
rate or rates which appears or appear, as the case may be, as at such time do not apply to
a period of a duration equal to the relevant Interest Period, the Rate of Interest for such
Interest Period shall, subject as provided below and except as otherwise indicated in the
applicable Final Terms, be the arithmetic mean (rounded, if necessary, to the fifth decimal
place with 0.000005 being rounded upwards) of the bid rates or offered quotations (expressed
as a percentage rate per annum), of which the Agent (or such other Calculation Agent specified
in the applicable Final Terms) is advised by or as is accepted by all Reference Banks (as
defined below) as at the Specified Time on the Interest Determination Date for a period of
the Interest Period and in an amount that is representative for a single transaction in the
relevant market at the relevant time, if applicable, plus or minus (as specified in the applicable
Final Terms) the Margin (if any), all as determined by the Agent (or such other Calculation
Agent specified in the applicable Final Terms);
(B)
if on any
Interest Determination Date to which Condition 4(b)(ii)(1)(A) applies two or three only of
the Reference Banks advise the Agent (or such other Calculation Agent specified in the applicable
Final Terms) of such bid rates or offered quotations, the Rate of Interest for the next Interest
Period shall, subject as provided below, be determined as in Condition 4(b)(ii)(1)(A) on
the basis of the rates or offered quotations of those Reference Banks advising or accepting
such bid rates or offered quotations;
(C)
if on any
Interest Determination Date to which Condition 4(b)(ii)(1)(A) applies one only or none of
the Reference Banks advises the Agent (or such other Calculation Agent specified in the applicable
Final Terms) of such rates or offered quotations, the Rate of Interest for the next Interest
Period shall, subject as provided below and except as otherwise indicated in the applicable
Final Terms, be whichever is the higher of:
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54
(1)
the
Rate
of Interest in effect for the last preceding Interest Period to which Condition 4(b)(ii)(1)(A)
shall have applied (plus or minus (as specified in the applicable Final Terms), where a different
Margin is to be applied to the next Interest Period than that which applied to the last preceding
Interest Period, the Margin relating to the next Interest Period in place of the Margin relating
to the last preceding Interest Period); or
(2)
the
reserve
interest rate which shall be the rate per annum which the Agent (or such other Calculation
Agent specified in the applicable Final Terms) determines to be either:
(x)
the arithmetic
mean (rounded, if necessary, to the fifth decimal place with 0.000005 being rounded upwards)
of the lending rates for the Specified Currency which banks selected by the Agent (or such
other Calculation Agent specified in the applicable Final Terms) in the Relevant Financial
Centre of the country of the Specified Currency (which, if Australian dollars, shall be Sydney,
if New Zealand dollars, shall be Auckland and if euro, shall be the place of the principal
London or Euro-zone office of major banks in the Euro-Zone inter-bank market, unless specified
otherwise in the applicable Final Terms) are quoting on the relevant Interest Determination
Date for the next Interest Period to the Reference Banks or those of them (being at least
two in number) to which such quotations are, in the opinion of the Agent (or such other Calculation
Agent specified in the applicable Final Terms), being so made plus or minus (as specified
in the applicable Final Terms) the Margin (if any); or
(y)
in the event
that the Agent (or such other Calculation Agent specified in the applicable Final Terms)
can determine no such arithmetic mean (in accordance with (x) above), the lowest lending
rate for the Specified Currency which banks selected by the Agent (or such other Calculation
Agent specified in the applicable Final Terms) in the Relevant Financial Centre of the country
of the Specified Currency (which, if Australian dollars, shall be Sydney, if New Zealand
dollars, shall be Auckland and if euro, shall be the place of the principal London or Euro-zone
office of major banks in the Euro-Zone inter-bank market, unless specified otherwise in the
applicable Final Terms) are quoting on such Interest Determination Date to leading European
banks for the next Interest Period plus or minus (as specified in the applicable Final Terms)
the Margin (if any), provided that if the banks selected as aforesaid by the Agent (or such
other Calculation Agent specified in the applicable Final Terms) are not quoting as mentioned
above, the Rate of Interest shall be the Rate of Interest specified in (C)(1) above;
(2)
(A) where
the Reference Rate is specified in the applicable Final Terms as being SONIA and the Calculation
Method is specified in the applicable Final Terms as being Compounded Daily Rate, the Rate
of Interest for each Interest Period will be Compounded Daily SONIA for the Interest Period
plus or minus (as indicated in the applicable Final Terms) the Margin, if any, all determined
by the Agent (or such other Calculation Agent specified in the applicable Final Terms) on
each relevant Interest Determination Date.
“
Compounded
Daily SONIA
” means, with respect to an Interest Period, the rate of return of a daily compound interest investment (with the
daily Sterling overnight
Page
55
reference
rate as reference rate for the calculation of interest) as calculated by the Agent (or such other Calculation Agent specified in the
applicable Final Terms) on the Interest Determination Date in accordance with the following formula and the resulting percentage will
be rounded if necessary to the fourth decimal place, with 0.00005 per cent. being rounded upwards:
where:
“
d
”
is the number of calendar days in:
(i)
where Lag
is specified as the Observation Method in the applicable Final Terms, the relevant Interest
Period; or
(ii)
where
Shift is specified as the Observation Method in the applicable Final Terms, the relevant
Observation Period;
“
D
”
is the number specified as such in the applicable Final Terms (or, if no such number is specified, 365);
“
d
O
”
is the number of London Banking Days in:
(i)
where Lag
is specified as the Observation Method in the applicable Final Terms, the relevant Interest
Period; or
(ii)
where
Shift is specified as the Observation Method in the applicable Final Terms, the relevant
Observation Period;
“
i
”
is a series of whole numbers from one to “
d
O
”, each representing the relevant London Banking Day in chronological
order from, and including, the first London Banking Day in:
(i)
where Lag
is specified as the Observation Method in the applicable Final Terms, the relevant Interest
Period; or
(ii)
where
Shift is specified as the Observation Method in the applicable Final Terms, the relevant
Observation Period,
to and
including, the last London Banking Day in such Interest Period or Observation Period, as the case may be;
“
London
Banking Day
” means any day on which commercial banks are open for general business (including dealings in foreign exchange
and foreign currency deposits) in London;
“
n
i
”
for any London Banking Day “
i
”, means the number of calendar days from, and including, such London Banking Day “
i
”
to, but excluding, the following London Banking Day;
“
Observation
Look-Back Period
” is as specified in the applicable Final Terms;
“
Observation
Period
” means the period from, and including, the date falling “
p
” London Banking Days prior to the first
day of the relevant Interest Period (and the first Interest Period shall begin on and include the Interest Commencement Date) to, but
excluding, the date falling “
p
” London Banking Days prior to the Interest Payment Date for such Interest Period (or
the date falling “
p
” London Banking Days prior to such earlier date, if any, on which the Notes become due and payable);
“
p
”
means the number of London Banking Days specified as the Observation Look-Back Period in the applicable Final Terms and which shall not
be specified in the applicable Final Terms as less than five without the prior agreement of the Agent (or such other Calculation Agent
specified in the applicable Final Terms);
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56
“
Relevant
SONIA
i
” means:
(i)
where Lag
is specified as the Observation Method in the applicable Final Terms, SONIA
i-pLBD
;
or
(ii)
where
Shift is specified as the Observation Method in the applicable Final Terms, SONIA
iLBD
;
“
SONIA
iLBD
”
means, in respect of any London Banking Day “
i
” the SONIA reference rate for such London Banking Day “
i
”;
“
SONIA
i-pLBD
”
means, in respect of any London Banking Day “
i
” falling in the relevant Interest Period, the SONIA reference rate
for the London Banking Day falling “
p
” London Banking Days prior to the relevant London Banking Day “
i
”;
and
“
SONIA
reference rate
” means, in respect of any London Banking Day, a reference rate equal to the daily SONIA rate for such London
Banking Day as provided by the administrator of SONIA to authorised distributors and as then published on the Relevant Screen Page or,
if the Relevant Screen Page is unavailable, as otherwise published by such authorised distributors, in each case on the London Banking
Day immediately following such London Banking Day.
If,
in respect of any London Banking Day on which an applicable SONIA reference rate is required to be determined, the Agent (or such other
Calculation Agent specified in the applicable Final Terms) determines that the SONIA reference rate is not made available on the Relevant
Screen Page and has not otherwise been published by the relevant authorised distributors, then unless the Agent (or such other Calculation
Agent specified in the applicable Final Terms) has been notified of any Successor Rate or Alternative Rate (and any related Adjustment
Spread or Benchmark Amendments) pursuant to Condition 4(c), if applicable, the SONIA reference rate in respect of such London Banking
Day shall be:
(x)
the sum
of (i) the Bank of England’s Bank Rate (the “
Bank Rate
”) prevailing
at the close of business on the relevant London Banking Day; and (ii) the mean of the spread
of the SONIA reference rate to the Bank Rate over the previous five London Banking Days in
respect of which a SONIA reference rate has been published, excluding the highest spread
(or, if there is more than one highest spread, one only of those highest spreads) and lowest
spread (or, if there is more than one lowest spread, one only of those lowest spreads); or
(y)
if the Bank
Rate under paragraph (x) above is not available at the relevant time, either (A) the SONIA
reference rate published on the Relevant Screen Page (or otherwise published by the relevant
authorised distributors) for the first preceding London Banking Day in respect of which the
SONIA reference rate was published on the Relevant Screen Page (or otherwise published by
the relevant authorised distributors) or (B) if this is more recent, the latest rate determined
under (x) above,
and, in each case,
references to “SONIA reference rate” in Condition 4(b)(ii)(2)(A) above shall be construed accordingly.
In
the event that the Rate of Interest cannot be determined in accordance with the foregoing provisions of this Condition 4(b)(ii)(2)(A),
and without prejudice to Condition 4(c), the Rate of Interest shall be:
(i)
that determined
as at the last preceding Interest Determination Date on which the Rate of Interest was so
determined (though substituting, where a different Margin, Maximum Rate of Interest and/or
Minimum Rate of Interest is to be applied to the relevant Interest Period from that which
applied to the last preceding Interest Period, the Margin, Maximum Rate of Interest and/or
Minimum Rate of Interest (as the case may be) relating to the relevant Interest
Page
57
Period,
in place of the Margin, Maximum Rate of Interest and/or Minimum Rate of Interest (as applicable) relating to that last preceding Interest
Period); or
(ii)
if there
is no such preceding Interest Determination Date, the initial Rate of Interest which would
have been applicable to the Notes for the first scheduled Interest Period had the Notes been
in issue for a period equal in duration to the first scheduled Interest Period but ending
on (and excluding) the Interest Commencement Date (applying the Margin and, if applicable,
any Maximum Rate of Interest and/or Minimum Rate of Interest, applicable to the first scheduled
Interest Period),
in each case as
determined by the Agent (or such other Calculation Agent specified in the applicable Final Terms).
(B)
where
the Reference Rate is specified in the applicable Final Terms as being SONIA and the Calculation
Method is specified in the applicable Final Terms as being Compounded Index Rate, the Rate
of Interest for each Interest Period will be Compounded Daily SONIA for the Interest Period,
plus or minus (as indicated in the applicable Final Terms) the Margin, if any, all determined
by the Agent (or such other Calculation Agent specified in the applicable Final Terms) on
each relevant Interest Determination Date.
“
Compounded
Daily SONIA
” means, with respect to an Interest Period, the rate of return of a daily compound interest investment (with the
daily Sterling overnight reference rate as reference rate for the calculation of interest) (expressed as a percentage and rounded if
necessary to the fourth decimal place, with 0.00005 being rounded upwards) determined by the Agent (or such other Calculation Agent specified
in the applicable Final Terms) by reference to the screen rate or index for compounded daily SONIA rates administered by the administrator
of the SONIA reference rate that is published or displayed on the Relevant Screen Page specified in the applicable Final Terms or, if
no such page is so specified or if such page is unavailable at the relevant time, as otherwise published or displayed by such administrator
or other information service from time to time on the relevant Interest Determination Date (the “
SONIA Compounded Index
”),
and in accordance with the following formula:
where:
“
d
”
is the number of calendar days from (and including) the day in relation to which SONIA Compounded Index
x
is determined to (but excluding) the day in relation to which SONIA Compounded Index
y
is determined;
“
SONIA
Compounded Index
x
” means, with respect to
an Interest Period, the SONIA Compounded Index determined in relation to the day falling the Relevant Number of London Banking Days prior
to the first day of such Interest Period;
“
SONIA
Compounded Index
y
” means, with respect to
an Interest Period, the SONIA Compounded Index determined in relation to the day falling the Relevant Number of London Banking Days prior
to the Interest Payment Date for such Interest Period, or such other date as when the relevant payment of interest falls to be due (but
which by definition or the operation of the relevant provisions is excluded from such Interest Period);
“
London
Banking Day
” means any day on which commercial banks are open for general business (including dealings in foreign exchange
and foreign currency deposits) in London; and
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58
“
Relevant
Number
” is as specified in the applicable Final Terms (or, if no such number is specified, five).
If
the relevant SONIA Compounded Index is not published or displayed by the administrator of the SONIA reference rate or other information
service by 5:00 p.m. (London time) (or, if later, by the time falling one hour after the customary or scheduled time for publication
thereof in accordance with the then-prevailing operational procedures of the administrator of the SONIA reference rate or of such other
information service, as the case may be) on the relevant Interest Determination Date, the Compounded Daily SONIA rate for the applicable
Interest Period for which SONIA Compounded Index is not available shall be Compounded Daily SONIA determined in accordance with Condition
4(b)(ii)(2)(A) above as if Compounded Index Rate is not specified as being applicable in the applicable Final Terms. For these
purposes, the Calculation Method shall be deemed to be Compounded Daily Rate, and for these purposes (i) the Observation Method shall
be deemed to be Shift and (ii) the Observation Lookback Period shall be deemed to be equal to the Relevant Number of London Banking Days,
as if those alternative elections had been made in the applicable Final Terms.
(C)
if the
Notes become due and payable otherwise than on an Interest Payment Date, the final Interest
Determination Date shall, notwithstanding any Interest Determination Date specified in the
applicable Final Terms, be deemed to be the due date on which such Notes become due and payable
and the Rate of Interest on such Notes shall, for so long as any such Note remains outstanding,
be that determined on such date and as if (solely for the purpose of such interest determination)
the relevant Interest Period had been shortened accordingly.
(3)
(A)
where
the Reference Rate is specified in the applicable Final Terms as being SOFR and the Calculation
Method is specified in the applicable Final Terms as being “
Compounded SOFR Rate
- Compounded Daily SOFR
” or “
Compounded SOFR Rate - Compounded SOFR Index
”
(“
Compounded SOFR Notes
”), the Rate of Interest for each Interest Period
will be Compounded SOFR and (as indicated in the applicable Final Terms) the Margin, if any,
all determined by the Agent (or such other Calculation Agent specified in the applicable
Final Terms) on each relevant Interest Determination Date.
“
Compounded
SOFR
” means, with respect to an Interest Period, the rate (expressed as a percentage and rounded if necessary to the fifth
decimal place, with 0.000005 being rounded upwards) determined by the Agent (or such other Calculation Agent specified in the applicable
Final Terms):
(1)
where “
Compounded
SOFR Rate - Compounded Daily SOFR
” is specified as the Calculation Method in the
applicable Final Terms, in accordance with the following formula:
where:
“
d
”
is the number of calendar days in:
(i)
where Lag
is specified as the Observation Method in the applicable Final Terms, the relevant Interest
Period; or
(ii)
where Shift
is specified as the Observation Method in the applicable Final Terms, the relevant Observation
Period;
“
d
O
”
is the number of U.S. Government Securities Business Days in:
(i)
where Lag
is specified as the Observation Method in the applicable Final Terms, the relevant Interest
Period; or
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59
(ii)
where
Shift is specified as the Observation Method in the applicable Final Terms, the relevant
Observation Period;
“
i
”
is a series of whole numbers from one to “
d
O
”, each representing the relevant U.S. Government Securities
Business Day in chronological order from, and including, the first U.S. Government Securities Business Day in:
(i)
where Lag
is specified as the Observation Method in the applicable Final Terms, the relevant Interest
Period; or
(ii)
where
Shift is specified as the Observation Method in the applicable Final Terms, the relevant
Observation Period;
“
n
i
”
for any U.S. Government Securities Business Day, means the number of calendar days from, and including, such U.S. Government Securities
Business Day “
i
” to, but excluding, the following U.S. Government Securities Business Day;
“
Observation
Look-Back Period
” is as specified in the applicable Final Terms;
“
p
”
means the number of U.S. Government Securities Business Days specified as the Observation Look-Back Period in the applicable Final Terms
(or, if no such number is specified, five);
“
Relevant SOFR
i
”
means:
(i)
where Lag is specified as the Observation
Method in the applicable Final Terms, SOFR
i
-pUSBD
; or
(ii)
where Shift is specified as the Observation
Method in the applicable Final Terms, SOFR
i
USBD
;
“
SOFR
i
USBD
”
means, in respect of any U.S. Government Securities Business Day “
i
” the SOFR Reference Rate for such U.S. Government
Securities Business Day “
i
”;
“
SOFR
i
-pUSBD
”
means, in respect of any U.S. Government Securities Business Day “
i
” falling in the relevant Interest Period, the
SOFR Reference Rate for the U.S. Government Securities Business Day falling “
p
” U.S. Government Securities Business
Days prior to the relevant U.S. Government Securities Business Day “
i
”; and
“
SOFR
Reference Rate
” in respect of any U.S. Government Securities Business Day means the rate determined in accordance with the
following procedures:
(i)
the Secured
Overnight Financing Rate for the applicable U.S. Government Securities Business Day published
as of 3:00 p.m., New York City time, on the U.S. Government Securities Business Day immediately
following such day (the “
SOFR Determination Time
”); provided that:
(ii)
if the
rate specified in (i) above does not so appear as of the SOFR Determination Time, then:
(a)
if a Benchmark
Transition Event and its related Benchmark Replacement Date have not occurred with respect
to the Secured Overnight Financing Rate, then the SOFR Reference Rate for such U.S. Government
Securities Business Day shall be the Secured Overnight Financing Rate published on the New
York Federal Reserve’s Website for the first preceding U.S. Government Securities Business
Day for which the Secured Overnight Financing Rate was published on the New York Federal
Reserve’s Website; or
(b)
if a Benchmark
Transition Event and its related Benchmark Replacement Date have occurred with respect to
the Secured
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60
Overnight
Financing Rate, then the SOFR Reference Rate for such U.S. Government Securities Business Day shall be the rate determined pursuant to
the “
Effect of a Benchmark Transition Event
” provisions described below; or
(2)
where “
Compounded
SOFR Rate - Compounded SOFR Index
” is specified as the Calculation Method in the
applicable Final Terms, in accordance with the following formula:
where:
“
SOFR
Index
Start
” is the SOFR Index value for the day falling the Relevant Number of U.S. Government Securities Business
Days preceding the first date of the relevant Interest Period;
“
SOFR
Index
End
” is the SOFR Index value for the day falling the Relevant Number of U.S. Government Securities Business
Days preceding the latter Interest Payment Date relating to such Interest Period; and
“
d
c
”
is the actual number of calendar days in the relevant Observation Period.
For
purposes of determining Compounded SOFR, “
SOFR Index
” means, with respect to any U.S. Government Securities Business
Day:
(1)
the SOFR
Index value as published for such U.S. Government Securities Business Day by the New York
Federal Reserve as such index appears on the New York Federal Reserve’s Website at
3:00 p.m., New York City time, on such U.S. Government Securities Business Day (the “
SOFR
Determination Time
”); provided that:
(2)
if a SOFR
Index value does not so appear as specified in (1) above at the SOFR Determination Time,
then:
(i)
if a Benchmark
Transition Event and its related Benchmark Replacement Date have not occurred with respect
to the Secured Overnight Financing Rate, then Compounded SOFR shall be the rate determined
pursuant to the “
SOFR Index Unavailable
” provisions described below; or
(ii)
if a Benchmark
Transition Event and its related Benchmark Replacement Date have occurred with respect to
the Secured Overnight Financing Rate, then Compounded SOFR shall be the rate determined pursuant
to the
“Effect of a Benchmark Transition Event
” provisions described below.
SOFR Index Unavailable:
If
a SOFR Index
Start
or SOFR Index
End
is not published on the associated Interest Determination Date with respect
to Compounded SOFR Notes where “
Compounded SOFR Index
” is also specified in the applicable Final Terms as the manner
in which the Rate of Interest is to be determined, and a Benchmark Transition Event and its related Benchmark Replacement Date have not
occurred with respect to the Secured Overnight Financing Rate, “
Compounded SOFR
” means, for the applicable Interest
Period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with
the formula for SOFR Averages, and definitions required for such formula, published on the New York Federal Reserve’s website at
https://www.newyorkfed.org/markets/treasury-repo-reference-rates-information
. For
the purposes of this provision, references in the SOFR Averages
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61
compounding formula
and related definitions to “
calculation period
” shall be replaced with “
Observation Period
” and
the words “
that is, 30-, 90-, or 180- calendar days
” shall be removed. If the daily Secured Overnight Financing
Rate (“
SOFR
i
”) does not so appear for any day, “
i
” in the Observation Period, SOFR
i
for such day “
i
” shall be the Secured Overnight Financing Rate published in respect of the first preceding U.S. Government
Securities Business Day for which the Secured Overnight Financing Rate was published on the New York Federal Reserve’s Website.
Effect of a
Benchmark Transition Event:
If
the Issuer or its designee determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred with respect to the then-current Benchmark, the Benchmark Replacement will replace the then-current Benchmark
for all purposes relating to the Compounded SOFR Notes in respect of all determinations on such date and for all determinations on all
subsequent dates.
In
connection with the implementation of a Benchmark Replacement, the Issuer or its designee will have the right to make Benchmark Replacement
Conforming Changes from time to time.
Any
determination, decision or election that may be made by the Issuer or its designee pursuant to this Condition 4(b)(ii)(3)(A), including
a determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date
and any decision to take or refrain from taking any action or any selection:
(1)
will be
conclusive and binding absent manifest error;
(2)
will be
made in the Issuer’s or its designee’s sole discretion; and
(3)
notwithstanding
anything to the contrary in the documentation relating to the Compounded SOFR Notes, shall
become effective without consent from the holders of the Compounded SOFR Notes or any other
party.
The
Agent (or such other Calculation Agent specified in the applicable Final Terms) will not have any liability for any determination made
by the Issuer or its designee in connection with a Benchmark Transition Event, a Benchmark Replacement or Benchmark Replacement Conforming
Changes.
In
no event shall the Agent (or such other Calculation Agent specified in the applicable Final Terms) be responsible for determining any
Benchmark Transition Event, Benchmark Replacement or for making any adjustments to any alternative Benchmark or margin or spread thereon,
the business day convention, interest determination dates or any other relevant methodology for calculating any such substitute or successor
Benchmark. In connection with the foregoing, the Agent (or such other Calculation Agent specified in the applicable Final
Terms) will be entitled to conclusively rely on any determinations made by the Issuer or its designee and will have no liability for
such actions taken at the direction of the Issuer or its designee.
For
the purposes of this Condition 4(b)(ii)(3)(A) - “
Compounded SOFR Notes
”:
“
Benchmark
”
means, initially, Compounded SOFR, as such term is defined above; provided that if the Issuer or its designee determines on or prior
to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded
SOFR (or the published SOFR Index used in the calculation thereof) or the then-current Benchmark, then “
Benchmark
”
means the applicable Benchmark Replacement.
“
Benchmark
Replacement
” means the first alternative set forth in the order below that can be determined by the Issuer or its designee
as of the Benchmark Replacement Date:
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62
(1)
the sum
of: (a) the alternate rate of interest that has been selected or recommended by the Relevant
Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark
Replacement Adjustment;
(2)
the sum
of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or
(3)
the sum
of: (a) the alternate rate of interest that has been selected by the Issuer or its designee
as the replacement for the then-current Benchmark giving due consideration to any industry-accepted
rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated
floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
“
Benchmark
Replacement Adjustment
” means the first alternative set forth in the order below that can be determined by the Issuer or its
designee as of the Benchmark Replacement Date:
(1)
the spread
adjustment, or method for calculating or determining such spread adjustment, (which may be
a positive or negative value or zero) that has been selected or recommended by the Relevant
Governmental Body for the applicable Unadjusted Benchmark Replacement;
(2)
if the applicable
Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback
Adjustment; or
(3)
the spread
adjustment (which may be a positive or negative value or zero) that has been selected by
the Issuer or its designee giving due consideration to any industry-accepted spread adjustment,
or method for calculating or determining such spread adjustment, for the replacement of the
then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated
floating rate notes at such time.
“
Benchmark
Replacement Conforming Changes
” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of the Interest Period, timing and frequency of determining rates and making payments of
interest, rounding of amounts or tenors, and other administrative matters) that the Issuer or its designee decide may be appropriate
to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer or
its designee decide that adoption of any portion of such market practice is not administratively feasible or if the Issuer or its designee
determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer or its designee determine
is reasonably necessary).
“
Benchmark
Replacement Date
” means the earliest to occur of the following events with respect to the then-current Benchmark (including
the daily published component used in the calculation thereof):
(1)
in the case
of clause (1) or (2) of the definition of “
Benchmark Transition Event
”
the later of (a) the date of the public statement or publication of information referenced
therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely
ceases to provide the Benchmark (or such component); or
(2)
in the case
of clause (3) of the definition of “
Benchmark Transition Event
” the date
of the public statement or publication of information referenced therein.
For
the avoidance of doubt, if the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the
Reference Time in respect of any
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63
determination,
the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
For
the avoidance of doubt, for purposes of the definitions of Benchmark Replacement Date and Benchmark Transition Event, references to Benchmark
also include any reference rate underlying such Benchmark.
“
Benchmark
Transition Event
” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including
the daily published component used in the calculation thereof):
(1)
a public
statement or publication of information by or on behalf of the administrator of the Benchmark
(or such component) announcing that such administrator has ceased or will cease to provide
the Benchmark (or such component), permanently or indefinitely, provided that, at the time
of such statement or publication, there is no successor administrator that will continue
to provide the Benchmark (or such component);
(2)
a public
statement or publication of information by the regulatory supervisor for the administrator
of the Benchmark (or such component), the central bank for the currency of the Benchmark
(or such component), an insolvency official with jurisdiction over the administrator for
the Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for the Benchmark (or such component) or a court or an entity with similar insolvency or
resolution authority over the administrator for the Benchmark, which states that the administrator
of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or
such component) permanently or indefinitely, provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide the Benchmark
(or such component); or
(3)
a public
statement or publication of information by the regulatory supervisor for the administrator
of the Benchmark announcing that the Benchmark is no longer representative.
“
ISDA
Fallback Adjustment
” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives
transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.
“
ISDA
Fallback Rate
” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective
upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback
Adjustment.
“
New
York Federal Reserve
” means the Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing
Rate).
“
New
York Federal Reserve’s Website
” means the website of the New York Federal Reserve, currently at
http://www.newyorkfed.org
,
or any successor source.
“
Observation
Period
” means, in respect of an Interest Period, the period from, and including, the Relevant Number of U.S. Government Securities
Business Days preceding the first date of the Interest Period to, but excluding, the Relevant Number of U.S. Government Securities Business
Days preceding the Interest Payment Date for such Interest Period, provided that the first Observation Period shall be from and including
the Relevant Number of U.S. Government Securities Business Days preceding the Issue Date to but excluding the Relevant Number of U.S.
Government Securities Business Days preceding the first Interest Payment Date.
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64
“
Reference
Time
” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, the SOFR Determination
Time, and (2) if the Benchmark is not Compounded SOFR, the time determined by the Issuer or its designee after giving effect to the Benchmark
Replacement Conforming Changes.
“
Relevant
Governmental Body
” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
“
Relevant
Number
” is as specified in the applicable Final Terms (or, if no such number is specified, five).
“
Secured
Overnight Financing Rate
” means the daily secured overnight financing rate as provided by the New York Federal Reserve on the
New York Federal Reserve’s Website.
“
Unadjusted
Benchmark Replacement
” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
(B)
where
the Reference Rate is specified in the applicable Final Terms as being SOFR and the Calculation
Method is specified in the applicable Final Terms as being SOFR Rate (“
SOFR Notes
”),
the Rate of Interest for each Interest Period will be SOFR and (as indicated in the applicable
Final Terms) the Margin, if any, all determined by the Agent (or such other Calculation Agent
specified in the applicable Final Terms) on each relevant Interest Determination Date.
“
Interest
Reset Date
” means each U.S. Government Securities Business Day in the relevant Interest Period.
“
SOFR
”
means, with respect to any Interest Reset Date, the rate (expressed as a percentage and rounded if necessary to the fifth decimal place,
with 0.000005 being rounded upwards) determined by the Agent (or such other Calculation Agent specified in the applicable Final Terms)
in accordance with the following procedures:
(1)
the Secured
Overnight Financing Rate for the applicable Interest Determination Date published as of 5:00
p.m., New York City time, on the U.S. Government Securities Business Day immediately following
such Interest Determination Date (the “
SOFR Determination Time
”); provided
that:
(2)
if the rate
specified in (1) above does not so appear as of the SOFR Determination Time, then:
(i)
if a Benchmark
Transition Event and its related Benchmark Replacement Date have not occurred with respect
to the Secured Overnight Financing Rate, then SOFR shall be the Secured Overnight Financing
Rate published on the New York Federal Reserve’s Website for the first preceding U.S.
Government Securities Business Day for which the Secured Overnight Financing Rate was published
on the New York Federal Reserve’s Website; or
(ii)
if a Benchmark
Transition Event and its related Benchmark Replacement Date have occurred with respect to
the Secured Overnight Financing Rate, then SOFR shall be the rate determined pursuant to
the “
Effect of a Benchmark Transition Event
” provisions described below.
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65
Effect of a
Benchmark Transition Event:
If
the Issuer or its designee determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current
Benchmark for all purposes relating to the SOFR Notes in respect of such determination on such date and all determinations on all subsequent
dates.
In
connection with the implementation of a Benchmark Replacement, the Issuer or its designee will have the right to make Benchmark Replacement
Conforming Changes from time to time.
Any
determination, decision or election that may be made by the Issuer or its designee pursuant to this Condition 4(b)(ii)(3)(B), including
a determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date
and any decision to take or refrain from taking any action or any selection:
(1)
will be
conclusive and binding absent manifest error;
(2)
will be
made in the Issuer’s or its designee’s sole discretion; and
(3)
notwithstanding
anything to the contrary in the documentation relating to the SOFR Notes, shall become effective
without consent from the holders of the SOFR Notes or any other party.
The
Agent (or such other Calculation Agent specified in the applicable Final Terms) will not have any liability for any determination made
by the Issuer or its designee in connection with a Benchmark Transition Event, a Benchmark Replacement or Benchmark Replacement Conforming
Changes.
In
no event shall the Agent (or such other Calculation Agent specified in the applicable Final Terms) be responsible for determining any
Benchmark Transition Event, Benchmark Replacement or for making any adjustments to any alternative Benchmark or margin or spread thereon,
the business day convention, interest determination dates or any other relevant methodology for calculating any such substitute or successor
Benchmark. In connection with the foregoing, the Agent (or such other Calculation Agent specified in the applicable Final
Terms) will be entitled to conclusively rely on any determinations made by the Issuer or its designee and will have no liability for
such actions taken at the direction of the Issuer or its designee.
For
the purposes of this Condition 4(b)(ii)(3)(B) - “
SOFR Notes
”:
“
Benchmark
”
means, initially, the Secured Overnight Financing Rate, as such term is defined above; provided that if the Issuer or its designee determines
on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect
to the Secured Overnight Financing Rate or the then-current Benchmark, then “
Benchmark
” means the applicable Benchmark
Replacement.
“
Benchmark
Replacement
” means the first alternative set forth in the order below that can be determined by the Issuer or its designee
as of the Benchmark Replacement Date:
(1)
the sum
of: (a) the alternate rate of interest that has been selected or recommended by the Relevant
Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding
Tenor and (b) the Benchmark Replacement Adjustment;
(2)
the sum
of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or
(3)
the sum
of: (a) the alternate rate of interest that has been selected by the Issuer or its designee
as the replacement for the then-current Benchmark for the
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66
applicable
Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark
for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
“
Benchmark
Replacement Adjustment
” means the first alternative set forth in the order below that can be determined by the Issuer or its
designee as of the Benchmark Replacement Date:
(1)
the spread
adjustment, or method for calculating or determining such spread adjustment, (which may be
a positive or negative value or zero) that has been selected or recommended by the Relevant
Governmental Body for the applicable Unadjusted Benchmark Replacement;
(2)
if the applicable
Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback
Adjustment; or
(3)
the spread
adjustment (which may be a positive or negative value or zero) that has been selected by
the Issuer or its designee giving due consideration to any industry-accepted spread adjustment,
or method for calculating or determining such spread adjustment, for the replacement of the
then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated
floating rate notes at such time.
“
Benchmark
Replacement Conforming Changes
” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of the Interest Period, timing and frequency of determining rates and making payments of
interest, rounding of amounts or tenors, and other administrative matters) that the Issuer or its designee decide may be appropriate
to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer or
its designee decide that adoption of any portion of such market practice is not administratively feasible or if the Issuer or its designee
determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer or its designee determine
is reasonably necessary).
“
Benchmark
Replacement Date
” means the earliest to occur of the following events with respect to the then-current Benchmark:
(1)
in the case
of clause (1) or (2) of the definition of “
Benchmark Transition Event
”
the later of (a) the date of the public statement or publication of information referenced
therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely
ceases to provide the Benchmark; or
(2)
in the case
of clause (3) of the definition of “
Benchmark Transition Event
” the date
of the public statement or publication of information referenced therein.
For
the avoidance of doubt, if the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the
Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference
Time for such determination.
“
Benchmark
Transition Event
” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
(1)
a public
statement or publication of information by or on behalf of the administrator of the Benchmark
announcing that such administrator has ceased or will cease to provide the Benchmark, permanently
or indefinitely, provided that, at the time of such statement or publication, there is no
successor administrator that will continue to provide the Benchmark;
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67
(2)
a public
statement or publication of information by the regulatory supervisor for the administrator
of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official
with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction
over the administrator for the Benchmark or a court or an entity with similar insolvency
or resolution authority over the administrator for the Benchmark, which states that the administrator
of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely,
provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide the Benchmark; or
(3)
a public
statement or publication of information by the regulatory supervisor for the administrator
of the Benchmark announcing that the Benchmark is no longer representative.
“
Corresponding
Tenor
” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding
business day adjustment) as the applicable tenor for the then-current Benchmark.
“
ISDA
Fallback Adjustment
” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives
transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark
for the applicable tenor.
“
ISDA
Fallback Rate
” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective
upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback
Adjustment.
“
New York
Federal Reserve
” means the Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing
Rate).
“
New York
Federal Reserve’s Website
” means the website of the New York Federal Reserve, currently at
http://www.newyorkfed.org
,
or any successor source.
“
Reference
Time
” with respect to any determination of the Benchmark means (1) if the Benchmark is the Secured Overnight Financing Rate,
the SOFR Determination Time, and (2) if the Benchmark is not the Secured Overnight Financing Rate, the time determined by the Issuer
or its designee after giving effect to the Benchmark Replacement Conforming Changes.
“
Relevant
Governmental Body
” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
“
Secured
Overnight Financing Rate
” means the daily secured overnight financing rate as provided by the New York Federal Reserve on the
New York Federal Reserve’s Website.
“
Unadjusted
Benchmark Replacement
” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
(4)
(A) where
the Reference Rate is specified in the applicable Final Terms as being BBSW Rate or AONIA
Rate, the Rate of Interest for each Interest Period will be either (x) the BBSW Rate or (y)
the AONIA Rate and (as indicated in the applicable Final Terms) the Margin, if any, all determined
by the Agent (or such other Calculation Agent specified in the applicable Final Terms) on
each relevant Interest Determination Date;
(B)
each Noteholder
shall be deemed to acknowledge, accept and agree to be bound by, and consents to, the determination
of, substitution for and any adjustments made to the BBSW Rate or the AONIA Rate, as applicable,
in each case as described in this Condition 4(b)(ii)(4) (in all cases without the need for
any Noteholder consent). Any determination, decision or election (including a
decision to take or refrain from taking
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68
any action
or as to the occurrence or non-occurrence of any event or circumstance), and any substitution for and adjustments made to, the BBSW Rate
or the AONIA Rate, as applicable, and in each case made in accordance with this Condition 4(b)(ii)(4), will, in the absence of manifest
or proven error, be conclusive and binding on the Issuer, the Noteholder and the Agent and, notwithstanding anything to the contrary
in these Terms and Conditions or other documentation relating to the Notes, shall become effective without the consent of any person;
(C)
if the
Agent (or such other Calculation Agent specified in the applicable Final Terms) is unwilling
or unable to determine a necessary rate, adjustment, quantum, formula, methodology or other
variable in order to calculate the applicable Rate of Interest, such rate, adjustment, quantum,
formula, methodology or other variable will be determined by the Issuer (acting in good faith
and in a commercially reasonable manner) or, an alternate financial institution (acting in
good faith and in a commercially reasonable manner) appointed by the Issuer (in its sole
discretion) to so determine;
(D)
all rates
determined pursuant to this Condition 4(b)(ii)(4) shall be expressed as a percentage rate
per annum and the resulting percentage will be rounded if necessary to the fourth decimal
place (i.e., to the nearest one ten-thousandth of a percentage point) with 0.00005 being
rounded upwards;
(E)
if:
(a)
a Temporary
Disruption Trigger has occurred; or
(b)
a Permanent
Discontinuation Trigger has occurred,
then
the “
Reference Rate
” for an Interest Period, whilst such Temporary Disruption Trigger is continuing or after a Permanent
Discontinuation Trigger has occurred, means (in the following order of application and precedence):
(1)
where BBSW
Rate is the Applicable Reference Rate, if a Temporary Disruption Trigger has occurred with
respect to the BBSW Rate, in the following order of precedence:
(A)
first, the
Administrator Recommended Rate;
(B)
then the Supervisor
Recommended Rate; and
(C)
lastly, the
Final Fallback Rate;
(2)
where AONIA
Rate is the Applicable Reference Rate or a determination of the AONIA Rate is required for
the purposes of paragraph (1) above, if a Temporary Disruption Trigger has occurred with
respect to AONIA, the rate for any day for which AONIA is required will be the last provided
or published level of AONIA;
(3)
where a
determination of the RBA Recommended Rate is required for the purposes of paragraph (1) or
(2) above, if a Temporary Disruption Trigger has occurred with respect to the RBA Recommended
Rate, the rate for any day for which the RBA Recommended Rate is required will be the last
rate provided or published by the Administrator of the RBA Recommended Rate (or if no such
rate has been so provided or published, the last provided or published level of AONIA);
(4)
where BBSW
Rate is the Applicable Reference Rate, if a Permanent Discontinuation Trigger has occurred
with respect to the BBSW Rate, the rate for any day for which the BBSW Rate is required on
or after the Permanent Fallback Effective Date will be the first rate available in the following
order of precedence:
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69
(A)
first, if
at the time of the BBSW Rate Permanent Fallback Effective Date, no AONIA Permanent Fallback
Effective Date has occurred, the AONIA Rate;
(B)
then, if at
the time of the BBSW Rate Permanent Fallback Effective Date, an AONIA Permanent Fallback
Effective Date has occurred, an RBA Recommended Rate has been created but no RBA Recommended
Rate Permanent Fallback Effective Date has occurred, the RBA Recommended Fallback Rate; and
(C)
lastly, if
neither paragraph (A) nor paragraph (B) above apply, the Final Fallback Rate;
(5)
where AONIA
Rate is the Applicable Reference Rate or a determination of the AONIA Rate is required for
the purposes of paragraph (4)(A) above, if a Permanent Discontinuation Trigger has occurred
with respect to AONIA, the rate for any day for which AONIA is required on or after the AONIA
Permanent Fallback Effective Date will be the first rate available in the following order
of precedence:
(A)
first, if
at the time of the AONIA Permanent Fallback Effective Date, an RBA Recommended Rate has been
created but no RBA Recommended Rate Permanent Fallback Effective Date has occurred, the RBA
Recommended Rate; and
(B)
lastly, if
paragraph (A) above does not apply, the Final Fallback Rate; and
(6)
where a
determination of the RBA Recommended Rate is required for the purposes of paragraph (4) or
(5) above, respectively, if a Permanent Discontinuation Trigger has occurred with respect
to the RBA Recommended Rate, the rate for any day for which the RBA Recommended Rate is required
on or after that Permanent Fallback Effective Date will be the Final Fallback Rate.
When
calculating an amount of interest in circumstances where a Fallback Rate other than the Final Fallback Rate applies, that interest will
be calculated as if references to the BBSW Rate or AONIA Rate (as applicable) were references to that Fallback Rate. When
calculating interest in circumstances where the Final Fallback Rate applies, the amount of interest will be calculated on the same basis
as if the Applicable Reference Rate in effect immediately prior to the application of that Final Fallback Rate remained in effect but
with necessary adjustments to substitute all references to that Applicable Reference Rate with corresponding references to the Final
Fallback Rate;
(F)
for
the avoidance of doubt, this Condition 4(b)(ii)(4) shall apply in lieu of Condition 4(c);
and
(G)
for
the purposes of this Condition 4(b)(ii)(4):
“
Adjustment
Spread
” means the adjustment spread as at the Adjustment Spread Fixing Date (which may be a positive or negative value or zero
and determined pursuant to a formula or methodology) that is:
(1)
determined
as the median of the historical differences between the BBSW Rate and AONIA over a five calendar
year period prior to the Adjustment Spread Fixing Date using practices based on those used
for the determination of the Bloomberg Adjustment Spread as at the Issue Date of the first
Tranche of Notes of the applicable Series, provided that for so long as the Bloomberg Adjustment
Spread is published and determined based on the five year median of the
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70
historical
differences between the BBSW Rate and AONIA, that adjustment spread will be deemed to be acceptable for the purposes of this paragraph;
or
(2)
if no such
median can be determined in accordance with paragraph (1), set using the method for calculating
or determining such adjustment spread determined by the Agent (or such other Calculation
Agent specified in the applicable Final Terms) (after consultation with the Issuer where
practicable) to be appropriate;
“
Adjustment
Spread Fixing Date
” means the first date on which a Permanent Discontinuation Trigger occurs with respect to the BBSW Rate;
“
Administrator
”
means:
(1)
in respect
of the BBSW Rate, ASX Benchmarks Pty Limited (ABN 38 616 075 417);
(2)
in respect
of AONIA (or where AONIA is used to determine an Applicable Reference Rate), the Reserve
Bank of Australia; and
(3)
in respect
of any other Applicable Reference Rate, the administrator for that rate or benchmark or,
if there is no administrator, the provider of that rate or benchmark,
and,
in each case, any successor administrator or, as applicable, any successor administrator or provider;
“
Administrator
Recommended Rate
” means the rate formally recommended for use as the temporary replacement for the BBSW Rate by the Administrator
of the BBSW Rate;
“
AONIA
”
means the Australian dollar interbank overnight cash rate;
“
AONIA
Rate
” means, for an Interest Period and in respect of an Interest Determination Date, the rate determined by the Agent (or
such other Calculation Agent specified in the applicable Final Terms) to be Compounded Daily AONIA for that Interest Period and Interest
Determination Date plus, if determining the AONIA Rate for the purposes of a fallback from the BBSW Rate, the Adjustment Spread;
“
Applicable
Reference Rate
” means the Reference Rate specified in the applicable Final Terms and, if a Permanent Fallback Effective Date
has occurred with respect to the BBSW Rate, AONIA or the RBA Recommended Rate, then the rate determined in accordance with this Condition
4(b)(ii)(4);
“
BBSW
Rate
” means, for an Interest Period, the rate for prime bank eligible securities having a tenor closest to the Interest Period
which is designated as the “
AVG MID
” on the “
Refinitiv Screen BBSW Page
” or the “
MID
”
rate on the “
Bloomberg Screen BBSW Page
” (or any designation which replaces that designation on the applicable page,
or any replacement page) at the Publication Time on the first day of that Interest Period;
“
Bloomberg
Adjustment Spread
” means the term adjusted AONIA spread relating to the BBSW Rate provided by Bloomberg Index Services Limited
(or a successor provider as approved and/or appointed by ISDA from time to time as the provider of term adjusted AONIA and the spread)
(“
BISL
”) on the Fallback Rate (AONIA) Screen (or by other means), or provided to, and published by, authorised distributors
where “
Fallback Rate (AONIA) Screen
” means the Bloomberg Screen corresponding to the Bloomberg ticker for the fallback
for the BBSW Rate accessed via the Bloomberg Screen <FBAK> <GO> Page (or, if applicable, accessed via the Bloomberg Screen
<HP> <GO>) or any other published source designated by BISL;
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71
“
Compounded
Daily AONIA
” means, with respect to an Interest Period, the rate of return of a daily compound interest investment as calculated
by the Agent (or such other Calculation Agent specified in the applicable Final Terms) on the Interest Determination Date, as follows:
where:
“
AONIA
i-5
SBD
” means the per annum rate expressed as a decimal which is the level of AONIA provided by the Administrator and published
as of the Publication Time for the Sydney Business Day falling five Sydney Business Days prior to such Sydney Business Day “
i
”;
“
d
”
is the number of calendar days in the relevant Interest Period;
“
d
0
”
is the number of Sydney Business Days in the relevant Interest Period;
“
i”
is a series of whole numbers from 1 to
d
0
, each representing the relevant Sydney Business Day in chronological order
from (and including) the first Sydney Business Day in the relevant Interest Period to (and including) the last Sydney Business Day in
such Interest Period;
“
n
i
”,
for any Sydney Business Day “
i
”, means the number of calendar days from (and including) such Sydney Business Day “
i
”
up to (but excluding) the following Sydney Business Day; and
“
Sydney
Business Day
” or “
SBD
” means any day on which commercial banks are open for general business in Sydney.
If,
for any reason, Compounded Daily AONIA needs to be determined for a period other than an Interest Period, Compounded Daily AONIA is to
be determined as if that period were an Interest Period starting on (and including) the first day of that period and ending on (but excluding)
the last day of that period;
“
Fallback
Rate
” means, where a Permanent Discontinuation Trigger for an Applicable Reference Rate has occurred, the rate that applies
to replace that Applicable Reference Rate in accordance with this Condition 4(b)(ii)(4);
“
Final
Fallback Rate
” means, in respect of an Applicable Reference Rate, the rate determined by the Agent (or such other Calculation
Agent specified in the applicable Final Terms) as a commercially reasonable alternative for the Applicable Reference Rate taking into
account all available information that, in good faith, it considers relevant, provided that any rate (inclusive of any spreads or adjustments)
implemented by central counterparties and/or futures exchanges with representative trade volumes in derivatives or futures referencing
the Applicable Reference Rate will be deemed to be acceptable for the purposes of this paragraph, together with (without double counting)
such adjustment spread (which may be a positive or negative value or zero) that is customarily applied to the relevant successor rate
or alternative rate (as the case may be) in international debt capital markets transactions to produce an industry-accepted replacement
rate for Reference Rate-linked floating rate notes at such time (together with such other adjustments to the Business Day Convention,
interest determination dates and related provisions and definitions, in each case that are consistent with accepted market practice for
the use of such successor rate or alternative rate for Reference Rate-linked floating rate notes at such time), or, if no such industry
standard is recognised or acknowledged, the method for calculating or determining such adjustment spread determined by the Agent (or
such other Calculation Agent
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72
specified
in the applicable Final Terms) (in consultation with the Issuer) to be appropriate, provided that if and for so long as no such successor
rate or alternative rate can be determined in accordance with this paragraph, the Final Fallback Rate will be the last provided or published
level of that Applicable Reference Rate;
“
Interest
Determination Date
” means, in respect of an Interest Period:
(1)
where the
BBSW Rate applies or the Final Fallback Rate applies under paragraph 4(C) of Condition 4(b)(ii)(4)(E)(C),
the first day of that Interest Period; and
(2)
otherwise,
the third Business Day prior to the Interest Payment Date in respect of that Interest Period;
“
Non-Representative
”
means, in respect of an Applicable Reference Rate, that the Supervisor of that Applicable Reference Rate if the Applicable Reference
Rate is the BBSW Rate, or the Administrator of the Applicable Reference Rate if the Applicable Reference Rate is the AONIA Rate or the
RBA Recommended Rate:
(1)
has determined
that such Applicable Reference Rate is no longer, or as of a specified future date will no
longer be, representative of the underlying market and economic reality that such Applicable
Reference Rate is intended to measure and that representativeness will not be restored; and
(2)
is aware
that such determination will engage certain contractual triggers for fallbacks activated
by pre-cessation announcements by such Supervisor (howsoever described) in contracts;
“
Permanent
Discontinuation Trigger
” means, in respect of an Applicable Reference Rate:
(1)
a public
statement or publication of information by or on behalf of the Administrator of the Applicable
Reference Rate announcing that it has ceased or that it will cease to provide the Applicable
Reference Rate permanently or indefinitely, provided that, at the time of the statement or
publication, there is no successor administrator or provider, as applicable, that will continue
to provide the Applicable Reference Rate and, in the case of the BBSW Rate, a public statement
or publication of information by or on behalf of the Supervisor of the BBSW Rate has confirmed
that cessation;
(2)
a public
statement or publication of information by the Supervisor of the Applicable Reference Rate,
the Reserve Bank of Australia (or any successor central bank for Australian dollars), an
insolvency official or resolution authority with jurisdiction over the Administrator of the
Applicable Reference Rate or a court or an entity with similar insolvency or resolution authority
over the Administrator of the Applicable Reference Rate which states that the Administrator
of the Applicable Reference Rate has ceased or will cease to provide the Applicable Reference
Rate permanently or indefinitely, provided that, at the time of the statement or publication,
there is no successor administrator or provider that will continue to provide the Applicable
Reference Rate and, in the case of the BBSW Rate and a public statement or publication of
information other than by the Supervisor, a public statement or publication of information
by or on behalf of the Supervisor of the BBSW Rate has confirmed that cessation;
(3)
a public
statement by the Supervisor of the Applicable Reference Rate if the Applicable Reference
Rate is the BBSW Rate, or the Administrator of the Applicable Reference Rate if the Applicable
Reference Rate is the AONIA Rate or the RBA Recommended Rate, as a consequence of which the
Applicable
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73
Reference
Rate will be prohibited from being used either generally, or in respect of the Notes, or that its use will be subject to restrictions
or adverse consequences to the Issuer or a Noteholder;
(4)
as a consequence
of a change in law or directive arising after the Issue Date of the first Tranche of Notes
of a Series, it has become unlawful for the Agent (or such other Calculation Agent specified
in the applicable Final Terms), the Issuer or any other party responsible for calculations
of interest under the Terms and Conditions to calculate any payments due to be made to any
Noteholder using the Applicable Reference Rate;
(5)
a public
statement or publication of information by the Supervisor of the Applicable Reference Rate
if the Applicable Reference Rate is the BBSW Rate, or the Administrator of the Applicable
Reference Rate if the Applicable Reference Rate is the AONIA Rate or the RBA Recommended
Rate, stating that the Applicable Reference Rate is Non-Representative; or
(6)
the Applicable
Reference Rate has otherwise ceased to exist or be administered on a permanent or indefinite
basis;
“
Permanent
Fallback Effective Date
” means, in respect of a Permanent Discontinuation Trigger for an Applicable Reference Rate:
(1)
in the case
of paragraphs (1) and (2) of the definition of “
Permanent Discontinuation Trigger
”,
the first date on which the Applicable Reference Rate would ordinarily have been published
or provided and is no longer published or provided;
(2)
in the case
of paragraphs (3) and (4) of the definition of “
Permanent Discontinuation Trigger
”,
the date from which use of the Applicable Reference Rate is prohibited or becomes subject
to restrictions or adverse consequences or the calculation becomes unlawful (as applicable);
(3)
in the case
of paragraph (5) of the definition of “
Permanent Discontinuation Trigger
”,
the first date on which the Applicable Reference Rate would ordinarily have been published
or provided but is Non-Representative by reference to the most recent statement or publication
contemplated in that paragraph and even if such Applicable Reference Rates continues to be
published or provided on such date; or
(4)
in the case
of paragraph (6) of the definition of “
Permanent Discontinuation Trigger
”,
the date that event occurs;
“
Publication
Time
” means:
(1)
in respect
of the BBSW Rate, 12:00 noon (Sydney time) or any amended publication time for the final
intraday refix of such rate specified by the Administrator for the BBSW Rate in its benchmark
methodology; and
(2)
in respect
of AONIA, 4:00 p.m. (Sydney time) or any amended publication time for the final intraday
refix of such rate specified by the Administrator for AONIA in its benchmark methodology;
“
RBA
Recommended Fallback Rate
” has the same meaning given to AONIA Rate but with necessary adjustments to substitute all references
to AONIA with corresponding references to the RBA Recommended Rate;
“
RBA
Recommended Rate
” means, in respect of any relevant day (including any day “
i
”), the rate (inclusive of
any spreads or adjustments) recommended as the replacement for AONIA by the Reserve Bank of Australia (which rate may be produced by
the
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74
Reserve
Bank of Australia or another administrator) and as provided by the Administrator of that rate or, if that rate is not provided by the
Administrator thereof, published by an authorised distributor in respect of that day;
“
Supervisor
”
means, in respect of an Applicable Reference Rate, the supervisor or competent authority that is responsible for supervising that Applicable
Reference Rate or the Administrator of that Applicable Reference Rate, or any committee officially endorsed or convened by any such supervisor
or competent authority that is responsible for supervising that Applicable Reference Rate or the Administrator of that Applicable Reference
Rate;
“
Supervisor
Recommended Rate
” means the rate formally recommended for use as the temporary replacement for the BBSW Rate by the Supervisor
of the BBSW Rate; and
“
Temporary
Disruption Trigger
” means in respect of any Applicable Reference Rate which is required for any determination:
(1)
the Applicable
Reference Rate has not been published by the applicable Administrator or an authorised distributor
and is not otherwise provided by the Administrator, in respect of, on, for or by the time
and date on which that Applicable Reference Rate is required; or
(2)
the Applicable
Reference Rate is published or provided but the Agent (or such other Calculation Agent specified
in the applicable Final Terms) determines that there is an obvious or proven error in that
rate.
(5)
(A) where
the Reference Rate is specified in the applicable Final Terms as being CORRA and the Calculation
Method is specified in the applicable Final Terms as being Compounded Daily Rate, the Rate
of Interest for each Interest Period will be Compounded Daily CORRA determined for the Observation
Period in respect of such Interest Period plus or minus (as indicated in the applicable Final
Terms) the Margin, if any, all determined and calculated by the Agent (or such other Calculation
Agent specified in the applicable Final Terms) on each relevant Interest Determination Date.
“
Compounded
Daily CORRA
” means, for an Observation Period, the rate calculated by the Agent (or such other Calculation Agent specified
in the applicable Final Terms) using the following method, with the resulting percentage being rounded, if necessary, to the fifth decimal
place, with 0.000005 per cent. being rounded upwards and (-) 0.000005 per cent. being rounded downwards:
Compounded Daily
CORRA =
where:
“
CORRA
i
”
means, in respect of any Bank of Canada Business Day “i” in the relevant Observation Period, a reference rate equal to the
daily CORRA rate for that day, as published or displayed by the Reference Rate Administrator or an authorised distributor at 11:00 a.m.
Toronto time (or an amended publication time, if any, as specified in the Reference Rate Administrator’s methodology for calculating
CORRA) on the immediately following Bank of Canada Business Day, which is Bank of Canada Business Day “
i
” + 1;
“
d
”
is the number of calendar days in the relevant Observation Period;
“
d
o
”
for any Observation Period is the number of Bank of Canada Business Days in the relevant Observation Period;
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75
“
i
”
is a series of whole numbers from one to d
o
, each representing the relevant Bank of Canada Business Day in chronological order
from, and including, the first Bank of Canada Business Day in the relevant Observation Period; and
“
n
i
”
means, for any Bank of Canada Business Day “
i”
in the relevant Observation Period, the number of calendar days from,
and including, such Bank of Canada Business Day “
i”
to, but excluding, the following Bank of Canada Business Day (which
is Bank of Canada Business Day “
i
” + 1).
(B)
where
the Reference Rate is specified in the applicable Final Terms as being CORRA and the Calculation
Method is specified in the applicable Final Terms as being Compounded Index Rate, the Rate
of Interest for each Interest Period will be Compounded Daily CORRA Index determined for
the Observation Period in respect of such Interest Period, plus or minus (as indicated in
the applicable Final Terms) the Margin, if any, all determined and calculated by the Agent
(or such other Calculation Agent specified in the applicable Final Terms) on each relevant
Interest Determination Date.
“
Compounded
Daily CORRA Index
” means, for an Observation Period, the rate calculated by the Agent (or such other Calculation Agent specified
in the applicable Final Terms) using the following method, with the resulting percentage rounded, if necessary, to the fifth decimal
place, with 0.000005 per cent. being rounded upwards and (-) 0.000005 per cent. being rounded downwards:
where:
“
CORRA
Compounded Index
end
” is equal to the CORRA Compounded Index value on the last day of the relevant Observation Period;
“
CORRA
Compounded Index
start
” is equal to the CORRA Compounded Index value on the first day of the relevant Observation
Period; and
“
d
”
is the number of calendar days in the relevant Observation Period.
(C)
If any
Interest Payment Date falls on a day that is not a Bank of Canada Business Day, it shall
be postponed until the next succeeding Bank of Canada Business Day, unless that day falls
in the next calendar month, in which case the Interest Payment Date will be the immediately
preceding day that is a Bank of Canada Business Day. If the Maturity Date of the
Notes falls on a day that is not a Bank of Canada Business Day, the required payment of principal
and interest shall be made on the next succeeding Bank of Canada Business Day.
Temporary Non-Publication
of CORRA Compounded Index
If
(i) the CORRA Compounded Index
start
or the CORRA Compounded Index
end
is not published or displayed by the Reference
Rate Administrator or an authorised distributor by 11:30 a.m. Toronto time (or an amended publication time, if any, as specified in the
Reference Rate Administrator’s methodology for calculating the CORRA Compounded Index) on the Interest Determination Date for such
Interest Period, but an Index Cessation Effective Date with respect to the CORRA Compounded Index has not occurred, or (ii) an Index
Cessation Effective Date with respect to the CORRA Compounded Index has occurred, then the Rate of Interest for the applicable Interest
Period for which the CORRA Compounded Index is not available shall be Daily Compounded CORRA as if Daily Compounded CORRA had been specified
in the applicable Final Terms in place of Daily Compounded CORRA Index.
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76
Temporary Non-Publication
of CORRA
If
neither the Reference Rate Administrator nor authorised distributors provide or publish CORRA and an Index Cessation Effective Date with
respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be
references to the last provided or published CORRA.
Effect of an
Index Cessation Event with respect to CORRA
If
an Index Cessation Effective Date occurs with respect to CORRA, the Rate of Interest for an Interest Determination Date which occurs
on or after such Index Cessation Effective Date will be the CAD Recommended Rate, to which the most recently published spread will be
applied and the Issuer (or its designee) shall make such adjustments as are necessary to account for any difference in the term, structure
or tenor of the CAD Recommended Rate in comparison to CORRA.
If
there is a CAD Recommended Rate before the end of the first Bank of Canada Business Day following the Index Cessation Effective Date
with respect to CORRA, but neither the Reference Rate Administrator nor authorised distributors provide or publish the CAD Recommended
Rate and an Index Cessation Effective Date with respect to the CAD Recommended Rate has not occurred, then, in respect of any day for
which the CAD Recommended Rate is required, references to the CAD Recommended Rate will be deemed to be references to the last provided
or published CAD Recommended Rate.
If
(i) there is no CAD Recommended Rate before the end of the first Bank of Canada Business Day following the Index Cessation Effective
Date with respect to CORRA, or (ii) there is a CAD Recommended Rate and an Index Cessation Effective Date subsequently occurs with respect
to the CAD Recommended Rate, the Rate of Interest for an Interest Determination Date which occurs on or after such applicable Index Cessation
Effective Date will be the BOC Target Rate, to which the most recently published spread will be applied and the Issuer (or its designee)
shall make such adjustments as are necessary to account for any difference in the term, structure or tenor of the BOC Target Rate in
comparison to CORRA.
In
respect of any day for which the BOC Target Rate is required, references to the BOC Target Rate will be deemed to be references to the
last provided or published BOC Target Rate as of the close of business in Toronto on that day.
In
connection with the implementation of an Applicable Rate, the Issuer (or its designee) may make such adjustments to the Applicable Rate
or the Margin, if any, as well as the Business Day Convention, the Day Count Fraction, Interest Determination Dates, and related provisions
and definitions (including observation dates for reference rates), in each case as are consistent with accepted market practice for the
use of the Applicable Rate for debt obligations such as the Notes in such circumstances.
Any
determination, decision or election that may be made by the Issuer (or its designee), the Calculation Agent, as applicable, in relation
to the Applicable Rate, including any determination with respect to an adjustment or the occurrence or non-occurrence of an event, circumstance
or date and any decision to take or refrain from taking any action or any selection: (i) will be conclusive and binding, absent any manifest
error; (ii) if made by the Issuer, will be in the sole discretion of the Issuer, or, as applicable, if made by the Calculation Agent
will be made after consultation with the Issuer; and (iii) shall become effective without consent from the holders of the Notes or any
other party. In addition, the Issuer may designate an entity (which may be its affiliate) to make any determination or decision
that the Issuer has the right to make in connection with such terms and provisions.
If
the Notes become due and payable otherwise than on an Interest Payment Date, the final Interest Determination Date shall, notwithstanding
any Interest Determination Date specified in the applicable Final Terms, be deemed to be the date on which such Notes became
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due and payable
and the Rate of Interest on such Notes shall, for so long as any such Notes remain outstanding, be that determined on such date and as
if (solely for the purpose of such interest determination) the relevant Interest Period had been shortened accordingly.
Definitions
In
this Condition 4(b)(ii)(5), the following terms have the following meanings
:
“
Applicable
Rate
” means one of CORRA Compounded Index, CORRA, the CAD Recommended Rate or the BOC Target Rate, as applicable;
“
Bank
of Canada Business Day
” means a day that Schedule I banks under the Bank Act (Canada) are open for business in Toronto, Ontario,
Canada, other than a Saturday or a Sunday or a public holiday in Toronto (or such revised regular publication calendar for an Applicable
Rate as may be adopted by the Reference Rate Administrator from time to time);
“
BOC
Target Rate
” means the Bank of Canada’s target for the overnight rate as set by the Bank of Canada and published on the
Bank of Canada’s website;
“
Business
Day
” means any day on which Canadian chartered banks are open for business in Toronto and which is not a Saturday or Sunday;
“
CAD
Recommended Rate
” means the rate (inclusive of any spreads or adjustments) recommended as the replacement for CORRA by a committee
officially endorsed or convened by the Bank of Canada for the purpose of recommending a replacement for CORRA (which rate may be produced
by the Bank of Canada or another administrator) and as provided by the administrator of that rate or, if that rate is not provided by
the administrator thereof (or a successor administrator), published by an authorised distributor;
“
CORRA
”
means the Canadian Overnight Repo Rate Average, as published by the Bank of Canada, as the administrator of CORRA (or any successor Reference
Rate Administrator), on the website of the Bank of Canada or any successor website;
“
CORRA
Compounded Index
” means the measure of the cumulative impact of CORRA compounding over time administered and published by the
Bank of Canada (or any successor Reference Rate Administrator);
“
Index
Cessation Effective Date
” means, in respect of an Index Cessation Event, the first date on which the Applicable Rate is no
longer provided. If the Applicable Rate ceases to be provided on the same day that it is required to determine the rate for
an Interest Determination Date, but it was provided at the time at which it is to be observed (or, if no such time is specified, at the
time at which it is ordinarily published), then the Index Cessation Effective Date will be the next day on which the rate would ordinarily
have been published;
“Index
Cessation Event” means:
(A)
a public statement
or publication of information by or on behalf of the Reference Rate Administrator or provider
of the Applicable Rate announcing that it has ceased or will cease to provide the Applicable
Rate permanently or indefinitely, provided that, at the time of the statement or publication,
there is no successor Reference Rate Administrator or provider of the Applicable Rate that
will continue to provide the Applicable Rate; or
(B)
a public statement
or publication of information by the regulatory supervisor for the Reference Rate Administrator
or provider of the Applicable Rate, the Bank of Canada, an insolvency official with
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78
jurisdiction
over the Reference Rate Administrator or provider of the Applicable Rate, a resolution authority with jurisdiction over the Reference
Rate Administrator or provider of the Applicable Rate or a court or an entity with similar insolvency or resolution authority over the
Reference Rate Administrator or provider of the Applicable Rate, which states that the Reference Rate Administrator or provider of the
Applicable Rate has ceased or will cease to provide the Applicable Rate permanently or indefinitely, provided that, at the time of the
statement or publication, there is no successor Reference Rate Administrator or provider of the Applicable Rate that will continue to
provide the Applicable Rate;
“
Observation
Period
” means, in respect of each Interest Period, the period from, and including, the date that is “
p
”
Bank of Canada Business Days preceding the first date in such Interest Period to, but excluding, the date that is “
p
”
Bank of Canada Business Days preceding the Interest Payment Date for such Interest Period or, in the case of the final Interest Payment
Date, the Maturity Date of the Notes or, if the Notes are redeemed prior to the Maturity Date, the date of redemption of such Notes,
as applicable; and
“
Reference
Rate Administrator
” means the Bank of Canada or any successor administrator for CORRA and/or the CORRA Compounded Index or
the administrator (or its successor) of another Applicable Rate, as applicable.
(6)
where the Reference
Rate is specified in the applicable Final Terms as being SARON, the Rate of Interest for
each Interest Period will be the rate of return of a daily compounding interest investment
(with the daily overnight interest rate of the secured funding market for Swiss franc as
the reference rate for the calculation of interest) plus or minus (as indicated in the applicable
Final Terms) the Margin (if any) and which will be calculated by the Agent (or such other
Calculation Agent specified in the applicable Final Terms) on the relevant Interest Determination
Date, as follows, and the resulting percentage will be rounded, if necessary, to the nearest
fifth decimal place, with 0.000005 being rounded upwards:
where:
“
d
”
is the number of calendar days in the relevant Observation Period;
“
d
0
”
is the number of Zurich Banking Days in the relevant Observation Period;
“
i
”
is a series of whole numbers from one to d
0
, each representing the relevant Zurich Banking Day in chronological order from,
and including, the first Zurich Banking Day in the relevant Observation Period to, and including, the last Zurich Banking Day in the
relevant Observation Period;
“
n
i
”
for any Zurich Banking Day “
i
” in the relevant Observation Period, means the number of calendar days from, and including,
such day “
i
” up to, but excluding, the following Zurich Banking Day (“
i
+1”);
“
Observation
Period
” means, in respect of each Interest Period, the period from, and including, the date falling a number of Zurich Banking
Days equal to the Observation Shift Days preceding the first day of such Interest Period to, but excluding, the date falling a number
of Zurich Banking Days equal to the Observation Shift Days preceding the Interest Payment Date for such Interest Period;
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79
“
Observation
Shift Days
” means the number of Zurich Banking Days specified in the applicable Final Terms;
“
SARON
”
means, in respect of any Zurich Banking Day, the Swiss Average Rate Overnight for such Zurich Banking Day published by the SARON Administrator
on the Relevant Screen Page at the Specified Time on such Zurich Banking Day; and
“
SARONi
”
for any Zurich Banking Day “
i
” in the relevant Observation Period, is equal to SARON in respect of that day “
i
”.
If
(1) SARON is not published on the Relevant Screen Page at the Specified Time on the relevant Zurich Banking Day and (2) no SARON Index
Cessation Event and no SARON Index Cessation Effective Date have occurred on or prior to the Specified Time on the relevant Zurich Banking
Day, SARON for such Zurich Banking Day shall be the rate equal to the Swiss Average Rate Overnight published by the SARON Administrator
on the SARON Administrator Website for the first preceding Zurich Banking Day on which the Swiss Average Rate Overnight was published
by the SARON Administrator on the SARON Administrator Website.
If
(1) SARON is not published on the Relevant Screen Page at the Specified Time on the relevant Zurich Banking Day and (2) both a SARON
Index Cessation Event and a SARON Index Cessation Effective Date have occurred on or prior to the Specified Time on the relevant Zurich
Banking Day:
(i)
if
there is a SARON Recommended Replacement Rate within one Zurich Banking Day of the SARON
Index Cessation Effective Date, SARON shall be the SARON Recommended Replacement Rate for
such Zurich Banking Day, giving effect to the SARON Recommended Adjustment Spread, if any,
published on such Zurich Banking Day; or
(ii)
if there
is no SARON Recommended Replacement Rate within one Zurich Banking Day of the SARON Index
Cessation Effective Date, SARON shall be the policy rate of the Swiss National Bank (the
“SNB Policy Rate”) for such Zurich Banking Day, giving effect to the SNB Adjustment
Spread, if any.
Any
substitution of SARON pursuant to paragraph (i) or (ii) specified above (the “SARON Replacement Rate”) will remain effective
for the remaining term to maturity of the Notes.
Any
determination, decision or election that may be made by the Agent (or such other Calculation Agent specified in the applicable Final
Terms) pursuant to this Condition 4(b)(ii)(6), including any determination with respect to a rate or adjustment or of the occurrence
or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection (i) will
be conclusive and binding absent manifest error; (ii) will be made in the sole discretion of the Agent (or such other Calculation Agent
specified in the applicable Final Terms), acting in good faith and in a commercial and reasonable manner; and (iii) notwithstanding anything
to the contrary in the documentation relating to the Notes, shall become effective without consent from the Noteholders or any other
party.
In
the event that the Rate of Interest cannot be determined in accordance with the foregoing provisions of this Condition 4(b)(ii)(6), the
Rate of Interest shall be:
(i)
that determined
as at the last preceding Interest Determination Date on which the Rate of Interest was so
determined (though substituting, where a different Margin, Maximum Rate of Interest and/or
Minimum Rate of Interest is to be applied to the relevant Interest Period from that which
applied to the last preceding Interest Period, the Margin, Maximum Rate of Interest and/or
Minimum Rate of Interest (as the case may be) relating to the relevant Interest Period, in
place of the Margin, Maximum Rate of Interest and/or Minimum Rate of Interest (as applicable)
relating to that last preceding Interest Period); or
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80
(ii)
if there
is no such preceding Interest Determination Date, the initial Rate of Interest which would
have been applicable to the Notes for the first scheduled Interest Period had the Notes been
in issue for a period equal in duration to the first scheduled Interest Period but ending
on (and excluding) the Interest Commencement Date (applying the Margin and, if applicable,
any Maximum Rate of Interest and/or Minimum Rate of Interest, applicable to the first scheduled
Interest Period),
in each case as
determined by the Agent (or such other Calculation Agent specified in the applicable Final Terms).
If
the Notes become due and payable otherwise than on an Interest Payment Date, the final Interest Determination Date shall, notwithstanding
any Interest Determination Date specified in the applicable Final Terms, be deemed to be the due date on which such Notes become due
and payable and the Rate of Interest on such Notes shall, for so long as any such Note remains outstanding, be that determined on such
date and as if (solely for the purpose of such interest determination) the relevant Interest Period had been shortened accordingly.
For the purposes
of this Condition 4(b)(ii)(6):
“
SARON
Administrator
” means SIX Index AG or any successor administrator of the Swiss Average Rate Overnight;
“
SARON
Administrator Website
” means the website of the SIX Group or any successor website where the Swiss Average Rate Overnight is
published by the SARON Administrator;
“SARON
Index Cessation Effective Date” means the earliest of:
(1)
in the case
of the occurrence of a SARON Index Cessation Event described in paragraphs (1), (2) and (3)
of the definition thereof, the date on which the SARON Administrator ceases to provide SARON;
(2)
in the case
of the occurrence of a SARON Index Cessation Event described in subparagraph (5) of the definition
thereof, the latest of: (i) the date of such statement or publication, (ii) the date, if
any, specified in such statement or publication as the date on which SARON will no longer
be representative, and (iii) if a SARON Index Cessation Event described either in clause
(4) or (6) of the definition thereof has occurred on or prior to either or both dates specified
in subclauses (i) and (ii) of this paragraph, the date as of which SARON may no longer be
used; and
(3)
in the case
of the occurrence of a SARON Index Cessation Event described in clauses (4) and (6) of the
definition thereof, the date as of which SARON may no longer be used;
“
SARON
Index Cessation Event
” means the occurrence of one or more of the following events:
(1)
SARON ceasing
to be published for a period of at least 5 Business Days or ceasing to exist;
(2)
a public statement
by the SARON Administrator that it has ceased or that it will cease publishing SARON permanently
or indefinitely (in circumstances where no successor administrator has been appointed that
will continue publication of SARON);
(3)
a public statement
by the supervisor of the SARON Administrator, that SARON has been or will be permanently
or indefinitely discontinued;
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81
(4)
a public statement
by the supervisor of the SARON Administrator as a consequence of which SARON will be prohibited
from being used either generally, or in respect of the Notes;
(5)
the making
of a public statement by the supervisor of the SARON Administrator that SARON, in the opinion
of the supervisor, is no longer representative of an underlying market or that its calculation
method has significantly changed; or
(6)
it has become
unlawful for any Agent, Calculation Agent or the Issuer to calculate any payments due to
be made to any Noteholder using SARON;
provided that in
the case of sub-paragraphs (2), (3) and (4), the SARON Index Cessation Event shall occur on the date of the cessation of publication
of SARON, the discontinuation of SARON, or the prohibition of use of SARON, as the case may be, and not the date of the relevant public
statement;
“
SARON
Recommended Adjustment Spread
” means, with respect to any SARON Recommended Replacement Rate, the spread (which may be positive,
negative or zero), or formula or methodology for calculating such a spread,
(1)
that the SARON
Recommending Body has recommended be applied to such SARON Recommended Replacement Rate in
the case of fixed income securities with respect to which such SARON Recommended Replacement
Rate has replaced SARON as the reference rate for purposes of determining the applicable
rate of interest thereon; or
(2)
if the SARON
Recommending Body has not recommended such a spread, formula or methodology as described
in clause (1) above, to be applied to such SARON Recommended Replacement Rate in order to
reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic
prejudice or benefit (as applicable) to Noteholders as a result of the replacement of SARON
with such SARON Recommended Replacement Rate for the purposes of determining SARON, which
spread will be determined by the Agent (or such other Calculation Agent specified in the
applicable Final Terms), acting in good faith and a commercially reasonable manner, and be
consistent with industry-accepted practices for fixed income securities with respect to which
such SARON Recommended Replacement Rate has replaced SARON as the reference rate for purposes
of determining the applicable rate of interest thereon;
“
SARON
Recommended Replacement Rate
” means the rate that has been recommended as the replacement for SARON by any working group or
committee in Switzerland organised in the same or a similar manner as the National Working Group on Swiss Franc Reference Rates that
was founded in 2013 for purposes of, among other things, considering proposals to reform reference interest rates in Switzerland (any
such working group or committee, the “SARON Recommending Body”);
“
SNB
Adjustment Spread
” means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to
reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable)
to Noteholders as a result of the replacement of SARON with the SNB Policy Rate for purposes of determining SARON, which spread will
be determined by the Agent (or such other Calculation Agent specified in the applicable Final Terms), acting in good faith and a commercially
reasonable manner, taking into account the
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82
historical
median between SARON and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred
(or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred); and
“
Zurich
Banking Day
” means a day on which commercial banks are open for general business (including dealings in foreign exchange and
foreign currency deposits) in Zurich.
(7)
Other definitions:
“
Banking
Day
” means, in respect of any place, any day on which commercial banks are open for general business (including dealings in
foreign exchange and foreign currency deposits) in that place or, as the case may be, as indicated in the applicable Final Terms;
“
Interest
Determination Date
” means, unless otherwise specified in the applicable Final Terms or in these Terms and Conditions, (1) other
than in the case of Condition 4(b)(ii)(1)(A), with respect to Notes denominated in any Specified Currency other than U.S. dollars,
Sterling, Canadian dollars, euro or Swiss franc, the second Banking Day in London prior to the commencement of the relevant Interest
Period and, with respect to Notes denominated in euro, the second day on which the TARGET System is open prior to the commencement of
the relevant Interest Period; (2) in the case of Condition 4(b)(ii)(1)(A), other than U.S. dollars, Sterling, Canadian dollars or
Swiss franc, the second Banking Day in the Relevant Financial Centre of the country of the Specified Currency (which, if New Zealand
dollars, shall be Auckland and if euro, shall be the place of the principal London or Euro-zone office of major banks in the Euro-Zone
inter-bank market, unless specified otherwise in the applicable Final Terms) prior to the commencement of the relevant Interest Period;
(3) with respect to Notes denominated in U.S. dollars where the Reference Rate is specified in the applicable Final Terms as being SOFR
and the Calculation Method is specified in the applicable Final Terms as being Compounded SOFR, the second U.S. Government Securities
Business Day prior to the commencement of the relevant Interest Period; (4) with respect to Notes denominated in U.S. dollars where
the Reference Rate is specified in the applicable Final Terms as being SOFR and the Calculation Method is specified in the applicable
Final Terms as being SOFR Rate, the second U.S. Government Securities Business Day prior to the relevant Interest Reset Date; (5) with
respect to Notes denominated in Sterling where the Reference Rate is specified in the applicable Final Terms as being SONIA, the first
London Banking Day of the relevant Interest Period; (6) with respect to Notes denominated in Canadian dollars where the Reference Rate
is specified in the applicable Final Terms as being CORRA, the date that is two Bank of Canada Business Days (as defined in Condition 4(b)(ii)(5))
preceding each Interest Payment Date or, in the case of the final Interest Period, preceding the Maturity Date of the Notes, or, if applicable,
preceding the date of redemption of any Notes; and (7) with respect to Notes denominated in Swiss franc, five Zurich Banking Days prior
to the relevant Interest Payment Date;
“
Reference
Banks
” means, in the case where the Reference Rate is EURIBOR, the principal London or Euro-zone office of four major banks
in the Euro-zone inter-bank market; in the case where the Reference Rate is STIBOR, the principal Stockholm office of four major banks
in the Stockholm inter-bank market; in the case where the Reference Rate is NIBOR, the principal Oslo office of four major banks in the
Norwegian inter-bank market; or otherwise such banks as may be specified in the applicable Final Terms as the Reference Banks;
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83
“
Reference
Rate
” means AONIA Rate, BBSW Rate, EURIBOR, STIBOR, NIBOR, SOFR, SONIA, SARON or CORRA as specified in the Final Terms;
“
Relevant
Screen Page
” means such page, whatever its designation, on which the Reference Rate that is for the time being displayed on
the Reuters Monitor Money Rates Service or Dow Jones Markets Limited or other such service, as specified in the applicable Final Terms;
“
Specified
Time
” means the time as of which any rate is to be determined as specified in the applicable Final Terms, or if none is specified,
the time at which it is customary to determine such rate and, in the case where the Reference Rate is SARON, means, in respect of any
Zurich Banking Day, the close of trading on the trading platform of SIX Repo AG (or any successor thereto) on such Zurich Banking Day,
which (unless specified otherwise in the applicable Final Terms) is expected to be at or around 6:00 p.m. (Zurich time); and
“
U.S.
Government Securities Business Day
” means a day other than a Saturday, Sunday or a day on which the Securities Industry and
Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of
trading in U.S. Government securities.
(iii)
Minimum
Rate of Interest and/or Maximum Rate of Interest
If
the applicable Final Terms specifies a Minimum Rate of Interest/Interest Amount for any Interest Period, then in no event shall the Rate
of Interest/Interest Amount for such Interest Period be less than such Minimum Rate of Interest/Interest Amount. If the applicable
Final Terms specifies a Maximum Rate of Interest/Interest Amount for any Interest Period, then in no event shall the Rate of Interest/Interest
Amount for such Interest Period be greater than such Maximum Rate of Interest/Interest Amount.
(iv)
Determination
of Rate of Interest and Calculation of Interest Amounts
The
Agent (or, if the Agent is not the Calculation Agent, the Calculation Agent specified in the applicable Final Terms) will, on or as soon
as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest (subject to any Minimum
or Maximum Rate of Interest/Interest Amount specified in the applicable Final Terms) and calculate the amount of interest (the “
Interest
Amount
”) payable on the Floating Rate Notes for the relevant Interest Period, by applying the Rate of Interest to:
(A)
subject
to paragraph (C) below, in the case of Floating Rate Notes which are represented by a global
Note, the aggregate outstanding nominal amount of the Notes represented by such global Note;
(B)
in the case
of Floating Rate Notes in definitive form, the Calculation Amount; or
(C)
in the case
of Floating Rate Notes which are represented by a global Note and the applicable Final Terms
indicates that the Rate of Interest shall be applied to the Calculation Amount, the Calculation
Amount,
and, in each case,
multiplying such sum by the applicable Day Count Fraction, as specified in the applicable Final Terms, and rounding the resultant figure
to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance
with applicable market convention or as specified in the applicable Final Terms. Where the Specified Denomination of a Floating
Rate Note in the case of paragraph (B) or (C) above is a multiple of the Calculation Amount, the Interest Amount payable in respect of
such Floating Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the
amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without further rounding.
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“
Day Count
Fraction
” means in respect of the calculation of an amount of interest for any Interest Period:
(A)
if
“
Actual/Actual (ISDA)
” or “
Actual/Actual
” is specified
in the applicable Final Terms, the actual number of days in the Interest Period divided by
365 (or, if any portion of
that
Interest
Period falls in a leap year, the sum of (A) the actual number of days in that portion of
the Interest Period falling in a leap year divided by 366 and (B) the actual number of days
in that portion of the Interest Period falling in a non-leap year divided by 365);
(B)
if “
Actual/365
(Fixed)
” is specified in the applicable Final Terms, the actual number of days
in the Interest Period divided by 365;
(C)
if “
Actual/360
”
is specified in the applicable Final Terms, the actual number of days in the Interest Period
divided by 360;
(D)
if “
30/360
”,
“
360/360
” or “
Bond Basis
” is specified in the applicable
Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula
basis as follows:
where:
“
Y
1
”
is the year, expressed as a number, in which the first day of the Interest Period falls;
“
Y
2
”
is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
“
M
1
”
is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
“
M
2
”
is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
“
D
1
”
is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D
1
will
be 30; and
“
D
2
”
is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would
be 31 and D
1
is greater than 29, in which case D
2
will be 30;
(E)
if “
30E/360
”
or “
Eurobond Basis
” is specified in the applicable Final Terms, the number
of days in the Interest Period divided by 360, calculated on a formula basis as follows:
where:
“
Y
1
”
is the year, expressed as a number, in which the first day of the Interest Period falls;
“
Y
2
”
is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
“
M
1
”
is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
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85
“
M
2
”
is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
“
D
1
”
is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D
1
will be 30; and
“
D
2
”
is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would
be 31, in which case D
2
will be 30;
(F)
if “
30E/360
(ISDA)
” is specified in the applicable Final Terms, the number of days in the Interest
Period divided by 360, calculated on a formula basis as follows:
where:
“
Y
1
”
is the year, expressed as a number, in which the first day of the Interest Period falls;
“
Y
2
”
is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
“
M
1
”
is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
“
M
2
”
is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
“
D
1
”
is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such
number would be 31, in which case D
1
will be 30; and
“
D
2
”
is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is
the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D
2
will be 30; and
(G)
if “
Actual/365
(Sterling)
” is specified in the applicable Final Terms, the number of days in the
Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap
year, 366.
(v)
Linear Interpolation
Where
Linear Interpolation is specified as applicable in respect of an Interest Period or Specified Period in the applicable Final Terms, the
Rate of Interest for such Interest Period or Specified Period shall be calculated by the Agent (or if the Agent is not the Calculation
Agent, the Calculation Agent specified in the applicable Final Terms) by straight line linear interpolation by reference to two rates
based on the relevant Reference Rate, one of which shall be determined as if the Designated Maturity (as defined below) were the period
of time for which rates are available next shorter than the length of the relevant Interest Period or Specified Period and the other
of which shall be determined as if the Designated Maturity were the period of time for which rates are available next longer than the
length of the relevant Interest Period or Specified Period, provided however, that if there is no rate available for a period of time
next shorter or, as the case may be, next longer, then the Agent (or if the Agent is not the Calculation Agent, the Calculation Agent
specified in the applicable Final Terms) shall determine such rate at such time and by reference to such sources as the Issuer shall
determine as appropriate for such purposes. For the purposes of this Condition 4(b)(v), the expression “
Designated
Maturity
” means the period of time designated in the Reference Rate.
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86
(vi)
Notification
of Rate of Interest and Interest Amount
The
Agent will cause the Rate of Interest and each Interest Amount for each Interest Period or Specified Period and the relevant Interest
Payment Date to be notified to the Issuer, the TCCI Registrar and the TCCI Transfer Agent (in the case of Registered Notes issued by
Toyota Credit Canada Inc.), the TMCC Registrar and the TMCC Transfer Agent (in the case of Registered Notes issued by Toyota Motor Credit
Corporation) and any stock exchange or other relevant authority on which the relevant Floating Rate Notes are for the time being admitted
to trading and listed and will cause notice of the same to be published or given in accordance with Condition 16 as soon as possible
after their determination but in no event later than (i) the fourth London Business Day after their determination; or (ii) two Milan
Business Days prior to the first day of each Interest Period in the case of Notes to be admitted to be traded on EuroTLX on an ex-coupon
basis (
corso secco
); or three Milan Business Days prior to the relevant Interest Payment Date in the case of Notes to be admitted
to be traded on EuroTLX on a cum-coupon basis (
tel quel
). Each Interest Amount and Interest Payment Date so notified
may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without publication as aforesaid or prior
notice in the event of an extension or shortening of the Interest Period or Specified Period in accordance with the provisions hereof. Any
such amendment will promptly be notified to each stock exchange or other relevant authority on which the relevant Floating Rate Notes
are for the time being admitted to trading and listed. For the purposes of this Condition 4(b)(vi), the expression “
London
Business Day
” means a day (other than a Saturday or Sunday) on which banks and foreign exchange markets are open for general
business in London and “
Milan Business Day
” means a day on which banks and foreign exchange markets are open for general
business in Milan.
(vii)
Certificates
to be Final
All
certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for
the purposes of the provisions of this Condition 4(b), whether by the Agent or other Calculation Agent, shall (in the absence of wilful
default, bad faith, manifest error or proven error) be binding on the Issuer, the Agent, the Calculation Agent, any other Paying Agent
and all Noteholders and Couponholders and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and
TCCI Transfer Agent and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and TMCC Transfer
Agent and (in the absence of wilful default or bad faith) no liability to the Issuer, the Noteholders or the Couponholders shall attach
to the Agent or the Calculation Agent in connection with the exercise or non-exercise by either of them of their powers, duties and discretions
pursuant to such provisions.
(c)
Benchmark
Discontinuation
Subject
to the provisions in Condition 4(b) above, if the Issuer determines that a Benchmark Event has occurred in relation to an Original Reference
Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to that Original Reference Rate,
then the following provisions of this Condition 4(c) shall apply with the exception of SOFR, SARON, AONIA Rate, BBSW Rate or CORRA.
(i)
Successor
Rate or Alternative Rate
If
there is a Successor Rate, then the Issuer shall promptly notify the Agent (or such other Calculation Agent specified in the applicable
Final Terms) and, in accordance with Condition 16, the Noteholders of such Successor Rate and that Successor Rate shall (subject to adjustment
as provided in Condition 4(c)(ii)) subsequently be used by the Agent (or such other Calculation Agent specified in the applicable Final
Terms) in place of the Original Reference Rate to determine the relevant Rate of Interest (or the relevant component part thereof) for
all relevant future payments of interest on the Notes (subject to the further operation of this Condition 4(c)).
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If
there is no Successor Rate but the Issuer, acting in good faith, in a commercially reasonable manner and by reference to such sources
as it deems appropriate, which may include consultation with an Independent Adviser, determines that there is an Alternative Rate, then
the Issuer shall promptly notify the Agent (or such other Calculation Agent specified in the applicable Final Terms) and, in accordance
with Condition 16, the Noteholders of such Alternative Rate and that Alternative Rate shall (subject to adjustment as provided in Condition
4(c)(ii)) subsequently be used in place of the Original Reference Rate to determine the relevant Rate of Interest (or the relevant component
part thereof) for all relevant future payments of interest on the Notes (subject to the further operation of this Condition 4(c)).
(ii)
Adjustment
Spread
If
a Successor Rate or Alternative Rate is determined in accordance with Condition 4(c)(i), the Issuer, acting in good faith, in a commercially
reasonable manner and by reference to such sources as it deems appropriate, which may include consultation with an Independent Adviser,
shall determine an Adjustment Spread (which may be expressed as a specified quantum or a formula or methodology for determining the applicable
Adjustment Spread (and for the avoidance of doubt, an Adjustment Spread may be positive, negative or zero)), which Adjustment Spread
shall be applied to the relevant Successor Rate or the Alternative Rate (as the case may be for each subsequent determination of a relevant
Rate of Interest (or the relevant component part thereof) by reference to such Successor Rate or Alternative Rate (as applicable)).
Following
any such determination of the Adjustment Spread, the Issuer shall promptly notify the Agent (or such other Calculation Agent specified
in the applicable Final Terms) and, in accordance with Condition 16, the Noteholders of such Adjustment Spread and the Agent (or such
other Calculation Agent specified in the applicable Final Terms) shall apply such Adjustment Spread to the Successor Rate or the Alternative
Rate (as the case may be) for each subsequent determination of a relevant Rate of Interest (or a component part thereof) by reference
to such Successor Rate or Alternative Rate (as applicable).
(iii)
Benchmark
Amendments
If
any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 4(c) and the Issuer, acting
in good faith, in a commercially reasonable manner and by reference to such sources as it deems appropriate, which may include consultation
with an Independent Adviser, determines in its discretion (A) that amendments to these Terms and Conditions and/or the Agency Agreement
are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments, the
“
Benchmark Amendments
”) and (B) the terms of the Benchmark Amendments, then the Issuer shall, subject to the Issuer
having to give notice thereof to the Noteholders in accordance with Condition 16, without any requirement for the consent or approval
of Noteholders or the Couponholders, modify these Terms and Conditions and/or the Agency Agreement to give effect to such Benchmark Amendments
with effect from the date specified in such notice.
In
connection with any such modifications in accordance with this Condition 4(c)(iii), the Issuer shall comply with the rules of any stock
exchange on which the Notes are for the time being listed or admitted to trading.
Any
Benchmark Amendments determined under this Condition 4(c)(iii) shall be notified promptly by the Issuer to the Agent (or such other Calculation
Agent specified in the applicable Final Terms) and, in accordance with Condition 16, the Noteholders. Such notice shall be
irrevocable and shall specify the effective date of such Benchmark Amendments.
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(iv)
Independent
Adviser
In
the event the Issuer is to consult with an Independent Adviser in connection with any determination to be made by the Issuer pursuant
to this Condition 4(c), the Issuer shall use its reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable,
for the purposes of any such consultation.
An
Independent Adviser appointed pursuant to this Condition 4(c) shall act in good faith, in a commercially reasonable manner and (in the
absence of fraud or wilful default) shall have no liability whatsoever to the Issuer or the Noteholders for any determination made by
it or for any advice given to the Issuer in connection with any determination made by the Issuer pursuant to this Condition 4(c) or otherwise
in connection with the Notes.
If
the Issuer consults with an Independent Adviser as to whether there is an Alternative Rate and in relation to the quantum of, or any
formula or methodology for determining the Adjustment Spread and/or whether any Benchmark Amendments are necessary and/or in relation
to the terms of any such Benchmark Amendments, a written determination of that Independent Adviser in respect thereof shall be conclusive
and binding on all parties, save in the case of manifest error, and (in the absence of fraud or wilful default) the Issuer shall have
no liability whatsoever to the Noteholders in respect of anything done, or omitted to be done, in relation to that matter in accordance
with any such written determination.
No
Independent Adviser appointed in connection with the Notes (acting in such capacity), shall have any relationship of agency or trust
with the Noteholders.
(v)
Survival
of Original Reference Rate Provisions
Without
prejudice to the obligations of the Issuer under this Condition 4(c), the Original Reference Rate and the fallback provisions provided
for in Conditions 4(b), the Agency Agreement and the applicable Final Terms will continue to apply unless and until a Benchmark Event
has occurred and only then once the Agent (or such other Calculation Agent specified in the applicable Final Terms) has been notified
of the Successor Rate or the Alternative Rate (as the case may be), and the Adjustment Spread and Benchmark Amendments (if applicable),
in accordance with the relevant provisions of this Condition 4(c).
(vi)
Definitions
In
this Condition 4(c):
“
Adjustment
Spread
” means either a spread (which may be positive, negative or zero), or the formula or methodology for calculating a spread
and the spread resulting from such calculation, which spread is to be applied to the Successor Rate or the Alternative Rate (as the case
may be) and is the spread, formula or methodology which:
(A)
in the case
of a Successor Rate, is formally recommended, or formally provided as an option for parties
to adopt, in relation to the replacement of the Original Reference Rate with the Successor
Rate by any Relevant Nominating Body;
(B)
in the case
of an Alternative Rate or (where (A) above does not apply) in the case of a Successor Rate,
the Issuer, acting in good faith, in a commercially reasonable manner and by reference to
such sources as it deems appropriate, which may include consultation with an Independent
Adviser, determines is recognised or acknowledged as being in customary market usage in international
debt capital markets transactions which reference the Original Reference Rate, where such
rate has been replaced by the Successor Rate or the Alternative Rate (as applicable); or
(C)
if no such
determination has been made, the Independent Adviser (in consultation with the Issuer) determines
is recognised or acknowledged as being the industry standard for over-the-counter derivative
transactions which
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89
reference
the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as applicable); or
(D)
if no such
industry standard is recognised or acknowledged, the Issuer, acting in good faith, in a commercially
reasonable manner and by reference to such sources as it deems appropriate, which may include
consultation with an Independent Adviser, determines to be appropriate in order to reduce
or eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice
or benefit (as applicable) to Noteholders and Couponholders as a result of the replacement
of the Original Reference Rate with the Successor Rate or the Alternative Rate (as applicable);
“
Alternative
Rate
” means an alternative rate to the Original Reference Rate which the Issuer, acting in good faith, in a commercially reasonable
manner and by reference to such sources as it deems appropriate, which may include consultation with an Independent Adviser, determines
in accordance with this Condition 4(c) has replaced the Original Reference Rate in customary market usage in the international debt capital
markets for the purposes of determining rates of interest (or the relevant component part thereof) for debt securities, with a commensurate
interest period and in the same Specified Currency as the Notes or, if no such rate exists, the rate which is most comparable (among
other factors, on the basis of interest period and Specified Currency) to the Original Reference Rate;
“
Benchmark
Event
” means:
(A)
the Original
Reference Rate ceasing to be published for a period of at least five Business Days or ceasing
to exist or ceasing permanently to be calculated, administered and published;
(B)
the
later of (i) the making of a public statement by the administrator of the Original Reference
Rate that it will, on or before a specified date, cease publishing the Original
Reference
Rate permanently or indefinitely (in circumstances where no
successor administrator has been appointed that will continue publication of the Original
Reference Rate) and (ii) the date falling six months prior to the specified date referred
to in (i) above;
(C)
the
making of a public statement by the supervisor of the administrator of the Original
Reference
Rate that the Original Reference Rate has been permanently or
indefinitely discontinued;
(D)
the
later of (i) the making of a public statement by the supervisor of the administrator
of
the Original Reference Rate that the Original Reference Rate
will, on or before a specified date, be permanently or indefinitely discontinued and (ii)
the date falling six months prior to the specified date referred to in (i) above;
(E)
the
later of (i) the making of a public statement by the supervisor of the administrator of the
Original Reference Rate that means the Original Reference Rate will be
prohibited
from being used or that its use will be subject to restrictions
or adverse consequences, in each case on or before a specified date and (ii) the date falling
six months prior to the specified date referred to in (i) above;
(F)
the
later of (i) the making of a public statement by the supervisor of the
administrator
of the Original Reference Rate announcing that such Original
Reference Rate is or will, on or before a specified date, be no longer representative and
(ii) the date falling six months prior to the specified date referred to in (i) above; or
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90
(G)
it
has or will
prior
to the
next Interest Determination Date become unlawful for the Agent, any Calculation Agent, any
Paying Agent or the Issuer to determine any Rate of Interest and/or calculate any Interest
Amount using the Original Reference Rate;
“Calculation
Agent”
means such person appointed by the Issuer as calculation agent in relation to the Notes and, if not the Agent, as specified
in the applicable Final Terms and shall include any successor calculation agent appointed in respect of such Notes;
“
Independent
Adviser
” means an independent financial institution of international repute or other independent financial adviser of recognised
standing with appropriate expertise in the debt capital markets appointed by the Issuer at its own expense;
“
Original
Reference Rate
” means the Reference Rate (other than AONIA Rate or BBSW Rate) originally specified in the applicable Final
Terms for the purposes of determining the relevant Rate of Interest (or any component part thereof) in respect of the Notes (provided
that if, following one or more Benchmark Events, such Reference Rate originally specified in the applicable Final Terms for the purposes
of determining the relevant Rate of Interest (or any component part thereof) in respect of the Notes (or any Successor Rate or Alternative
Rate which has replaced it) has been replaced by a (or a further) Successor Rate or Alternative Rate and a Benchmark Event subsequently
occurs in respect of such Successor Rate or Alternative Rate, the term “
Original Reference Rate
” shall include any
such Successor Rate or Alternative Rate);
“
Relevant
Nominating Body
” means, in respect of an Original Reference Rate:
(A)
the central
bank for the currency to which the Original Reference Rate relates, or any central bank or
other supervisory authority which is responsible for supervising the administrator of the
Original Reference Rate; or
(B)
any working
group or committee sponsored by, chaired or co-chaired by or constituted at the request of
(A) the central bank for the currency to which Original Reference Rate relates, (B) any central
bank or other supervisory authority which is responsible for supervising the administrator
of Original Reference Rate, (C) a group of the aforementioned central banks or other supervisory
authorities, or (D) the Financial Stability Board or any part thereof; and
“
Successor
Rate
” means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating
Body.
(d)
Zero
Coupon Notes
When
a Zero Coupon Note becomes due and repayable prior to the Maturity Date and is not paid when due, the amount due and repayable shall
be the Amortised Face Amount of such Note as determined in accordance with Condition 6(i)(iii). As from the Maturity Date,
any overdue principal of such Note shall bear interest at a rate per annum equal to the Accrual Yield set forth in the applicable Final
Terms.
(e)
Accrual
of Interest
Each
Note (or in the case of the redemption of part only of a Note, that part only of such Note to be redeemed) will cease to bear interest
(if any) from the date of its redemption unless payment of principal is improperly withheld or refused. In such event, interest
will continue to accrue at the rate of interest then applicable or at such other rate as may be specified in the applicable Final Terms
until whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on
behalf of the holder of such Note; and (ii) the day on which the Agent or (in the case of Registered Notes issued by Toyota Credit
Canada Inc.) the TCCI Registrar or the TCCI Transfer Agent or (in the case of Registered Notes issued
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91
by Toyota Motor
Credit Corporation) the TMCC Registrar or the TMCC Transfer Agent has notified the holder thereof (either in accordance with Condition
16 or individually) of receipt of all sums due in respect thereof up to that date.
5.
Payments
(a)
Method
of Payment
Subject
as provided below:
(i)
payments
in a Specified Currency other than euro, U.S. dollars or Renminbi, will be made by credit
or transfer to an account in the relevant Specified Currency (which, in the case of a payment
in Japanese Yen to a non-resident of Japan, shall be a non-resident account) maintained
by the payee with, or at the option of the payee by a cheque in such Specified Currency drawn
on, a bank in the principal financial centre of the country of such Specified Currency (which,
if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney or
Auckland, respectively), unless specified otherwise in the applicable Final Terms;
(ii)
payments
in euro will be made by credit or transfer to a euro account (or to any other account to
which euro may be credited or transferred) specified by the payee or, at the option of the
payee, by a euro cheque;
(iii)
payments
in U.S. dollars, except as provided by Condition 5(d), shall be made by credit or transfer
to a U.S. dollar account outside the United States specified by the payee; and
(iv)
payments
in Renminbi shall be made by credit or transfer to a Renminbi account maintained by or on
behalf of the payee with a bank in Hong Kong or such RMB Settlement Centre(s) as may be specified
in the applicable Final Terms in accordance with applicable laws, rules, regulations and
guidelines issued from time to time (including all applicable laws and regulations with respect
to settlement in Renminbi in Hong Kong
or such RMB Settlement
Centre(s) as may be specified in the applicable Final Terms
).
A
cheque may not be delivered to an address in, and an amount may not be transferred to an account at a bank located in, the United States
of America or its possessions by any office or agency of the Issuer, the Agent or any Paying Agent or (in the case of Registered Notes
issued by Toyota Credit Canada Inc.) the TCCI Registrar or TCCI Transfer Agent or (in the case of Registered Notes issued by Toyota Motor
Credit Corporation) the TMCC Registrar or TMCC Transfer Agent except as provided in Condition 5(d).
Payments
will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment and the administrative
practices and procedures of fiscal and other authorities in relation to tax, anti-money laundering and other requirements which may apply
to payments of amounts due (whether principal, redemption amount, interest or otherwise) in respect of Notes, but (unless otherwise specified
in the applicable Final Terms) without prejudice to the provisions of Condition 7. However, if any withholding is required
under Sections 1471 through to 1474 of the U.S. Internal Revenue Code of 1986, as amended, any regulations or other guidance promulgated
thereunder or any official interpretations thereof (including under an agreement described under Section 1471(b)), or under any intergovernmental
agreement implementing an alternative approach thereto or any implementing law in relation thereto the Issuer will not be required to
pay any additional amount under Condition 7 on account of such withholding.
(b)
Presentation
of Notes and Coupons – Bearer Notes
This
Condition 5(b) applies to Bearer Notes.
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Payments
of principal in respect of definitive Notes will (subject as provided below) be made in the Specified Currency in the manner provided
in Condition 5(a) against presentation and surrender (or, in the case of part payment of a sum due only, endorsement) of definitive Notes
and payments of interest in respect of the definitive Notes will (subject as provided below) be made in the Specified Currency in the
manner provided in Condition 5(a) against presentation and surrender (or, in the case of part payment of a sum due only, endorsement)
of Coupons, in each case at the specified office of any Paying Agent outside the United States which expression, used herein, means the
United States of America (including the States and the District of Columbia and its possessions).
Upon
the date on which any Fixed Rate Notes in definitive form become due and repayable, such Notes should be presented for payment together
with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange
of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the
same proportion of the aggregate amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from
the sum due for payment. Unless otherwise specified in the applicable Final Terms, each amount of principal so deducted will
be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of five years after
the Relevant Date (as defined in Condition 8) in respect of such principal (whether or not such Coupon would otherwise have become void
under Condition 8) or, if later, five years from the date on which such Coupon would otherwise have become due. Upon any Fixed
Rate Note in definitive form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto
will become void and no further Coupons will be issued in respect thereof.
Upon
the date on which any Floating Rate Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating
thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made
in respect thereof.
If
the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if any) accrued but unpaid in respect of
such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date or Issue Date
(as applicable) shall be payable only against surrender of the relevant definitive Note.
Payments
of principal and interest (if any) in respect of Notes represented by any global Note will (subject as provided below) be made in the
manner specified above in relation to definitive Notes or otherwise in the manner specified in the relevant global Note, where applicable
against presentation or surrender, as the case may be, of such global Note, if the global Note is not issued in NGN form or held under
the NSS, at the specified office of any Paying Agent located outside the United States except as provided below. A record
of each payment made, distinguishing between any payment of principal and any payment of interest, will be made on such global Note either
by the Paying Agent to which it was presented or in the records of Euroclear and Clearstream, Luxembourg, as applicable.
(c)
Presentation
and Surrender of Notes – Registered Notes
Provisions
in relation to payments of principal and interest in respect of Registered Notes will be set out in the relevant global Registered Note
or definitive Registered Note and as otherwise set out in these Terms and Conditions. Interest on Registered Notes shall be
paid to the person shown on the relevant TCCI Register with respect to Registered Notes issued by Toyota Credit Canada Inc., or the relevant
TMCC Register with respect to Registered Notes issued by Toyota Motor Credit Corporation, on the Record Date, and “
Record Date
”
means, in the case of global Registered Notes, at the close of business on the relevant clearing system
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93
business day before
the due date for payment thereof, or in the case of Registered Notes in definitive form, at close of business on the fifteenth day before
the due date for payment thereof.
(d)
Global
Notes
The
holder of a global Note shall be the only person entitled to receive payments in respect of Notes represented by such global Note and
the Issuer will be discharged by payment to, or to the order of, the holder of such global Note in respect of each amount so paid. Each
of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of Notes represented
by such global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for the holder’s share of each
payment so made by the Issuer to, or to the order of, the holder of such global Note. No person other than the holder of such
global Note shall have any claim against the Issuer in respect of any payments due on the global Note.
Interest
on the Notes is payable only outside the United States and its possessions, within the meaning of United States Treasury regulation Section
1.163-5(c)(1)(ii)(A). No interest on the Notes shall be paid into an account maintained by the payee in the United States
or mailed to an address in the United States unless the payee is described in United States Treasury regulation Sections 1.163-5(c)(2)(v)(B)(1)
or (2).
Notwithstanding
the foregoing, payments of principal and interest in respect of global Notes will be made at the specified office of a Paying Agent in
the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia,
its territories, its possessions and other areas subject to its jurisdiction)) if:
(i)
the Issuer
has appointed Paying Agents with specified offices outside the United States with the reasonable
expectation that such Paying Agents would be able to make payments at such specified offices
outside the United States of the full amount owing in respect of the Notes in the manner
provided above when due;
(ii)
payment
of the full amount owing in respect of the Notes at such specified offices outside the United
States is illegal or effectively precluded by the imposition of exchange controls or other
similar restrictions on the full payment or receipt of interest; and
(iii)
such payment
is then permitted under United States law without involving, in the opinion of the Issuer,
adverse tax consequences to the Issuer.
(e)
Payment
Day
Unless
specified otherwise in the applicable Final Terms, if the due date for payment of any amount in respect of any Note or Coupon is not
a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall
not be entitled to further interest or other payment in respect of such delay. For these purposes, unless otherwise specified
in the applicable Final Terms, “
Payment Day
” means any day which (subject to Condition 8) is both:
(i)
a day on
which commercial banks and foreign exchange markets settle payments and are open for general
business (including dealing in foreign exchange and foreign currency deposits) in:
(A)
the relevant
place of presentation (if presentation is required); and
(B)
any Additional
Financial Centre specified in the applicable Final Terms and London; and
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94
(ii)
(1)
in relation to any sum payable in a Specified Currency other than euro
or
Renminbi
, a day on which commercial banks and foreign exchange
markets settle payments and are open for general business (including dealing in foreign exchange
and foreign currency deposits) in the principal financial centre of the country of the relevant
Specified Currency (which if the Specified Currency is Australian dollars or New Zealand
dollars shall be Sydney or Auckland, respectively); (2) in relation to any sum payable in
euro, a day on which the TARGET System is open; or (3) in relation to any sum payable in
Renminbi, a day on which banks and foreign exchange markets are open for business and settlement
of Renminbi payments in Hong Kong or such RMB Settlement Centre(s) as may be specified in
the applicable Final Terms.
(f)
Conversion
into euro
Unless
specified otherwise in the applicable Final Terms, if the Issuer is due to make a payment in a currency (the “
original currency
”)
other than euro in respect of any Note or Coupon and the original currency is not available on the foreign exchange markets due to the
imposition of exchange controls, the original currency’s replacement or disuse or other circumstances beyond the Issuer’s
control, the Issuer will be entitled to satisfy its obligations in respect of such payment by making payment in euro on the basis of
the spot exchange rate (the “
Euro FX Rate
”) at which the original currency is offered in exchange for euro in the
London foreign exchange market (or, at the option of the Issuer or its designated Calculation Agent, in the foreign exchange market of
any other financial centre which is then open for business) at noon, London time, two Business Days prior to the date on which payment
is due or, if the Euro FX Rate is not available on that date, on the basis of a substitute exchange rate determined by the Issuer or
by its designated Calculation Agent acting in its absolute discretion from such source(s) and at such time as it may select. For
the avoidance of doubt, the Euro FX Rate or substitute exchange rate as aforesaid may be such that the resulting euro amount is zero
and in such event no amount of euro or the original currency will be payable. Any payment made in euro or non-payment in accordance
with this Condition 5(f) will not constitute an Event of Default under Condition 9.
(g)
Interpretation
of Principal and Interest
Any
reference in these Terms and Conditions to principal in respect of the Notes shall be deemed to include, as applicable:
(i)
any additional
amounts which may be payable with respect to principal under Condition 7 or pursuant to any
undertakings given in addition thereto or in substitution therefor under Condition 14;
(ii)
the Final
Redemption Amount of the Notes;
(iii)
the Early
Redemption Amount of the Notes;
(iv)
the Optional
Redemption Amount(s) (if any) of the Notes;
(v)
in relation
to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 6(i)(iii)); and
(vi)
any premium
and any other amounts (other than interest) which may be payable by the Issuer under or in
respect of the Notes.
Any
reference in these Terms and Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional
amounts which may be payable with respect to interest under Condition 7 or pursuant to any undertakings given in addition thereto or
in substitution therefor under Condition 14, except as provided in sub-paragraph (i) above.
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95
(h)
Payment
of Reference Currency Equivalent
Notwithstanding
any other provisions in these Terms and Conditions, if by reason of Inconvertibility (as defined below), Non-transferability (as defined
below) or Illiquidity (as defined below), the Issuer determines in good faith and in a commercially reasonable manner that it is not
able, or it would be impracticable for it, to satisfy payments due under the Notes or Coupons in Renminbi in Hong Kong or such RMB Settlement
Centre(s) as may be specified in the applicable Final Terms, the Issuer shall, unless specified otherwise in the applicable Final Terms,
settle any such payment in U.S. dollars on the due date for payment at the Reference Currency Equivalent of any such Renminbi denominated
amount and give notice thereof (including details thereof) as soon as practicable to the Noteholders in accordance with Condition 16.
In
such event, payments of the Reference Currency Equivalent of the relevant amounts due under the Notes or Coupons shall be made in accordance
with Condition 5(a).
In this Condition
5(h), unless specified otherwise in the applicable Final Terms:
“
Governmental
Authority
” means any de facto or de jure government (or any agency or instrumentality thereof), court, tribunal, administrative
or other governmental authority or any other entity (private or public) charged with the regulation of the financial markets (including
the central bank) of Hong Kong or such RMB Settlement Centre(s) as may be specified in the applicable Final Terms;
“
Illiquidity
”
means the general Renminbi exchange market in Hong Kong or such RMB Settlement Centre(s) as may be specified in the applicable Final
Terms becomes illiquid as a result of which the Issuer cannot obtain sufficient Renminbi in order to satisfy its obligation to make a
payment under the Notes or Coupons;
“
Inconvertibility
”
means the occurrence of any event that makes it impossible for the Issuer to convert into Renminbi any amount due in respect of the Notes
or Coupons into Renminbi on any payment date in the general Renminbi exchange market in Hong Kong or such RMB Settlement Centre(s) as
may be specified in the applicable Final Terms, other than where such impossibility is due solely to the failure of the Issuer to comply
with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue
Date of the first Tranche of the relevant Series and it is impossible for the Issuer due to an event beyond its control, to comply with
such law, rule or regulation);
“
Non-transferability
”
means the occurrence of any event that makes it impossible for the Issuer to deliver Renminbi between accounts inside Hong Kong (or such
RMB Settlement Centre(s) as may be specified in the applicable Final Terms) or from an account inside Hong Kong (or such RMB Settlement
Centre(s) as may be specified in the applicable Final Terms) to an account outside Hong Kong (or such RMB Settlement Centre(s) as may
be specified in the applicable Final Terms) (including where the Renminbi clearing and settlement system for participating banks in Hong
Kong (or such RMB Settlement Centre(s) as may be specified in the applicable Final Terms) is disrupted or suspended), other than where
such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental
Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is
impossible for the Issuer due to an event beyond its control, to comply with such law, rule or regulation);
“
Rate
Determination Business Day
” means a day (other than a Saturday or Sunday) on which commercial banks are open for general business
(including dealings in foreign exchange) in Hong Kong, London, New York City or such other financial centre(s) as may be specified in
the applicable Final Terms;
“
Rate
Determination Date
” means the day which is two Rate Determination Business Days before the due date of the relevant amount
under the Notes;
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96
“
Reference
Currency Equivalent
” means unless specified otherwise in the applicable Final Terms, the relevant Renminbi amount converted
into U.S. dollars using the Spot Rate for the relevant Rate Determination Date; and
“
Spot
Rate
” means, unless specified otherwise in the applicable Final Terms, the spot CNY/U.S.$ exchange rate for the purchase of
U.S. dollars with Renminbi in the over-the-counter Renminbi exchange market in Hong Kong (or such RMB Settlement Centre(s) as may be
specified in the applicable Final Terms) for settlement in two Rate Determination Business Days, as determined by the Calculation Agent
at or around 11:00 a.m. (local time in Hong Kong or such RMB Settlement Centre(s) as may be specified in the applicable Final Terms)
on the Rate Determination Date, on a deliverable basis by reference to Reuters Screen Page TRADCNY3, or if no such rate is available,
on a non-deliverable basis by reference to Reuters Screen Page TRADNDF. If neither rate is available, the Calculation Agent
shall determine the rate taking into consideration all available information which the Calculation Agent deems relevant, including pricing
information obtained from the Renminbi non-deliverable exchange market in Hong Kong or elsewhere and the CNY/U.S.$ exchange rate in the
PRC domestic foreign exchange market.
All
certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for
the purposes of the provisions of this Condition 5(h), whether by the Agent or other Calculation Agent, shall (in the absence of negligence,
wilful default, bad faith or manifest error) be binding on the Issuer, the Agent, Calculation Agent (if applicable), any other Paying
Agents and all Noteholders and Couponholders and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar
and the TCCI Transfer Agent or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the
TMCC Transfer Agent and (in the absence as aforesaid) no liability to the Issuer, the Noteholders or the Couponholders shall attach to
the Agent or the Calculation Agent (if applicable) in connection with the exercise or non-exercise by it of its powers, duties and discretions
pursuant to the provisions of this Condition 5(h).
6.
Redemption
and Purchase
(a)
At
Maturity
Unless
otherwise indicated in the applicable Final Terms and unless previously redeemed or purchased and cancelled as specified below, each
Note will be redeemed by the Issuer at its Final Redemption Amount specified in the applicable Final Terms in the relevant Specified
Currency on the Maturity Date specified in the applicable Final Terms.
(b)
Redemption
for Tax Reasons
The
Issuer may redeem the Notes in whole, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued
but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as
a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which
the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to tax, or any change in the
application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after
the Issue Date of the Notes, the Issuer would be required to pay Additional Amounts, as provided in Condition 7, on the occasion of the
next payment due in respect of the Notes.
Notice
of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days
prior to the date fixed for redemption under this Condition 6(b), provided that no such notice of redemption shall be given earlier than
90 days prior to the effective date of such change or amendment and that at the time notice of
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such redemption
is given, such obligation to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys
for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest,
if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto shall be to receive payment of the
Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption date.
(c)
Final
Terms
The
Final Terms applicable to the Notes shall indicate either:
(i)
that the
Notes cannot be redeemed prior to their Maturity Date (except as otherwise provided in Condition
6(b) and in Condition 9); or
(ii)
that such
Notes will be redeemable at the option of the Issuer and/or the holders of the Notes prior
to such Maturity Date in accordance with the provisions of Conditions 6(d), 6(e), 6(f) and/or
6(h) on the date or dates and at the amount or amounts indicated in the applicable Final
Terms.
(d)
Redemption
at the Option of the Issuer (“Issuer Call Option”)
If
the Issuer Call Option is specified as being applicable in the applicable Final Terms, the Issuer may, having given:
(i)
not more
than 60 nor less than 30 days’ notice to the holders of the Notes in accordance with
Condition 16, or such other notice period as is specified in the applicable Final Terms;
and
(ii)
not less
than 5 days before the date of the notice referred to in sub-paragraph (i) (or such other
notice period as is specified in the applicable Final Terms) is to be given, notice to the
Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar
and the TCCI Transfer Agent or (in the case of Registered Notes issued by Toyota Motor Credit
Corporation) the TMCC Registrar and the TMCC Transfer Agent;
(which notices
shall be irrevocable), redeem all or some only of the Notes then outstanding on the Optional Redemption Date(s) and at the Optional Redemption
Amount(s) specified in the applicable Final Terms together (if appropriate) with interest accrued but unpaid to (but excluding) the Optional
Redemption Date(s). If the applicable Final Terms specify the Notes are redeemable in part, such redemption must be of a nominal
amount not less than the Minimum Redemption Amount or not more than the Maximum Redemption Amount, both as indicated in the applicable
Final Terms.
(e)
Redemption
at the Option of the Issuer (“Issuer Maturity Par Call Option”)
If
the Issuer Maturity Par Call Option is specified as being applicable in the applicable Final Terms, the Issuer may, having given:
(i)
not more
than 60 nor less than 30 days’ notice to the holders of the Notes in accordance with
Condition 16, or such other notice period as is specified in the applicable Final Terms;
and
(ii)
not less
than 5 days before the date of the notice referred to in sub-paragraph (i) (or such other
notice period as is specified in the applicable Final Terms) is to be given, notice to the
Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar
and the TCCI Transfer Agent or (in the case of Registered Notes issued by Toyota Motor Credit
Corporation) the TMCC Registrar and the TMCC Transfer Agent;
(which notices
shall be irrevocable and shall specify the date fixed for redemption), redeem the Notes then outstanding in whole, but not in part, at
any time during the Par Call Period specified
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98
in the applicable
Final Terms, at the Final Redemption Amount specified in the applicable Final Terms, together (if appropriate) with interest accrued
but unpaid to (but excluding) the date fixed for redemption.
(
f)
Redemption
at the Option of the Issuer (“Issuer Make-Whole Call Option”)
If
the Issuer Make-Whole Call Option is specified as being applicable in the applicable Final Terms, the Issuer may, having given:
(i)
not more
than 60 nor less than 30 days’ notice to the holders of the Notes in accordance with
Condition 16, or such other notice period as is specified in the applicable Final Terms;
and
(ii)
not less
than 5 days before the date of the notice referred to in sub-paragraph (i) (or such other
notice period as is specified in the applicable Final Terms) is to be given, notice to the
Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar
and the TCCI Transfer Agent or (in the case of Registered Notes issued by Toyota Motor Credit
Corporation) the TMCC Registrar and the TMCC Transfer Agent;
(which notices
shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional
Redemption Date (that is, if the Issuer Maturity Par Call Option is specified to be applicable in the applicable Final Terms, prior to
the Par Call Period Commencement Date specified in the applicable Final Terms) and at the Optional Redemption Amount(s) specified in
the applicable Final Terms together (if appropriate) with interest accrued but unpaid to (but excluding) the relevant Optional Redemption
Date. If the applicable Final Terms specify the Notes are redeemable in part, such redemption must be of a nominal amount
not less than the Minimum Redemption Amount and/or not more than the Maximum Redemption Amount, in each case as may be specified in the
applicable Final Terms.
If
the Special Redemption Amount is specified in the applicable Final Terms as the Optional Redemption Amount, the Optional Redemption Amount
with respect to the Notes shall be equal to the higher of:
(a)
100 per
cent. of the nominal amount outstanding of the Notes being redeemed; or
(b)
the nominal
amount outstanding of the Notes to be redeemed multiplied by the price (as reported to the
Issuer and the Calculation Agent by the Financial Adviser and expressed as a percentage)
that provides for a Gross Redemption Yield on such Notes on the Reference Date equal (after
adjusting for any difference in compounding frequency) to the Gross Redemption Yield provided
by the Reference Bond(s) based on the Reference Bond Rate at the Specified Time on the Reference
Date plus the Redemption Margin (if any).
Where:
“
Financial
Adviser
” means a financial adviser selected by the Calculation Agent after consultation with the Issuer.
“
Gross
Redemption Yield
” means a yield expressed as a percentage and calculated by the Financial Adviser in accordance with generally
accepted market practice.
“
Redemption
Margin
” shall be as set out in the applicable Final Terms.
“
Reference
Bond
” shall be as set out in the applicable Final Terms or, as at the Reference Date, the then current on-the-run government
securities that would be utilised in pricing new issues of corporate debt securities denominated in the same currency as the Notes, as
determined by the Financial Adviser.
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99
“
Reference
Bond Rate
” means the actual or, where there is more than one Reference Bond, interpolated rate per annum calculated by the
Financial Adviser in accordance with generally accepted market practice by reference to the arithmetic mean of the middle market prices
provided by three Reference Dealers for the Reference Bond(s) having an actual or interpolated maturity equal to the remaining term of
the Notes (if the Notes were to remain outstanding to the Maturity Date).
“
Reference
Date
” will be as set out in the relevant notice of redemption.
“
Reference
Dealer
” means a bank selected by the Issuer or such bank’s affiliates in consultation with the Financial Adviser which
is (A) a primary government securities dealer, or (B) a market maker in pricing corporate bond issues.
“
Specified
Time
” shall be as set out in the applicable Final Terms.
If
the Canada Yield Price is specified in the applicable Final Terms as the Optional Redemption Amount, the Optional Redemption Amount with
respect to the Notes shall:
(a)
prior to
the Par Call Date, be equal to the greater of: (i) 100 per cent. of the nominal amount outstanding
of the Notes being redeemed; and (ii) the Canada Yield Price; and
(b)
on or after
the Par Call Date but prior to the Maturity Date, be equal to 100 per cent. of the nominal
amount outstanding of the Notes being redeemed.
Where:
“
Canada
Yield Price
” means an amount, calculated as at the date that is three Toronto Business Days prior to the Optional Redemption
Date, equal to the net present value of all scheduled payments of interest (other than accrued and unpaid interest) and outstanding principal
on the Notes to be redeemed from the Optional Redemption Date to the Par Call Period Commencement Date, using as a discount rate the
Canada Yield, plus the Redemption Margin (if any);
“
Canada
Yield
” means, on any date, the arithmetic average (rounded to the nearest 1/100 of 1 per cent.) of the yield to maturity, quoted
by two nationally recognised Canadian Government securities dealers having an office in the City of Toronto selected by the Issuer (the
“
Canadian Financial Advisers
”) on such date as the yields which a non-callable Government of Canada Bond would produce,
if issued in Canadian dollars in Canada on such date, at 100 per cent. of its principal amount with a term to maturity approximately
equal to the remaining term to the Par Call Period Commencement Date; and
“
Toronto
Business Day
” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business
in the City of Toronto.
The
Issuer shall request the Canadian Financial Advisers to provide a calculation of the Canada Yield.
All
certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for
the purposes of the provisions of this Condition 6(f), by the Financial Adviser or Canadian Financial Advisers, shall (in the absence
of negligence, wilful default, bad faith or manifest error) be binding on the Issuer, the Agent, Calculation Agent (if applicable), any
other Paying Agents and all Noteholders and Couponholders and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the
TCCI Registrar and the TCCI Transfer Agent or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar
and the TMCC Transfer Agent and (in the absence as aforesaid) no liability to the Issuer, the Noteholders or the Couponholders shall
attach to the Financial Adviser or Canadian Financial Advisers in connection with the exercise
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100
or non-exercise
by it of its powers, duties and discretions pursuant to the provisions of this Condition 6(f).
(g)
Partial
Redemption
In
the event of redemption of some only of the Notes under Condition 6(d) or Condition 6(f), the Notes to be redeemed (“
Redeemed
Notes
”) will be selected individually by lot, in the case of Redeemed Notes represented by definitive Notes, and in accordance
with the rules of Euroclear and/or Clearstream, Luxembourg (to be reflected in the records of Euroclear and Clearstream, Luxembourg as
either a pool factor or a reduction in nominal amount, at their discretion), in the case of Redeemed Notes represented by a global Note,
not more than 60 days prior to the date fixed for redemption (such date of selection being hereinafter called the “
Selection
Date
”). In the case of Redeemed Notes represented by definitive Notes, a list of such Redeemed Notes will be published
or notified in accordance with Condition 16 not less than 30 days prior to the date fixed for redemption, or such other period as is
specified in the applicable Final Terms. No exchange of the relevant global Note will be permitted during the period from,
and including, the Selection Date to and including the date fixed for redemption pursuant to this Condition 6(g) and notice to that effect
shall be given by the Issuer to the Noteholders in accordance with Condition 16 at least 10 days prior to the Selection Date. If
an Optional Redemption Date would otherwise fall on a day which is not a Business Day (as defined in Condition 4(b)(i)), it shall be
subject to adjustment in accordance with the Business Day Convention applicable to the Notes or such other Business Day Convention specified
in the applicable Final Terms.
(h)
Redemption
at the Option of the Noteholders (“Investor Put Option”)
Unless
otherwise specified in the applicable Final Terms, the Notes will not be subject to repayment at the option of Noteholders. If
the Investor Put Option is specified as being applicable in the applicable Final Terms, upon the holder of any Note giving to the Issuer
in accordance with Condition 16 not less than 30 nor more than 60 days’ notice (which notice shall be irrevocable) the Issuer will,
upon the expiry of such notice, redeem, in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption
Amount specified in the applicable Final Terms together, if appropriate, with interest accrued but unpaid to (but excluding) the Optional
Redemption Date.
If
a Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, to exercise the right to require redemption of the
Note the holder of the Note must deliver such Note at the specified office of any Paying Agent (other than the TCCI Transfer Agent or
the TMCC Transfer Agent), in the case of Bearer Notes, or the TCCI Registrar or the TCCI Transfer Agent, in the case of Registered Notes
issued by Toyota Credit Canada Inc., or the TMCC Registrar or the TMCC Transfer Agent, in the case of Registered Notes issued by Toyota
Motor Credit Corporation, at any time during normal business hours of such Paying Agent or the TCCI Registrar or TCCI Transfer Agent
or the TMCC Registrar or TMCC Transfer Agent falling within the notice period, accompanied by a duly completed and signed notice of exercise
in the form (for the time being current) obtainable from any specified office of any Paying Agent, or the TCCI Registrar or the TCCI
Transfer Agent, or the TMCC Registrar or the TMCC Transfer Agent (a “
Put Notice
”) and in which the holder must specify
a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition 6(h).
If
a Note is represented by a global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the
right to require redemption of the Note the holder of the Note must, within the notice period, give notice to the Agent, in the case
of Bearer Notes, or the TCCI Registrar or the TCCI Transfer Agent, in the case of Registered Notes issued by Toyota Credit Canada Inc.,
or the TMCC Registrar or the TMCC Transfer Agent, in the case of Registered Notes issued by Toyota Motor Credit Corporation, of such
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101
exercise in accordance
with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on the holder’s instruction
by Euroclear or Clearstream, Luxembourg or any common depositary, or common safekeeper, as the case may be, for them to the Agent, or
the TCCI Registrar or the TCCI Transfer Agent (in the case of Registered Notes issued by Toyota Credit Canada Inc.), or the TMCC Registrar
or the TMCC Transfer Agent (in the case of Registered Notes issued by Toyota Motor Credit Corporation) by electronic means) in a form
acceptable to Euroclear and Clearstream, Luxembourg from time to time.
(i)
Early
Redemption Amounts
For
the purpose of Condition 6(b) and Condition 9, the Notes will be redeemed at an amount (the “
Early Redemption Amount
”)
calculated as follows:
(i)
in the case
of Notes with a Final Redemption Amount equal to the Calculation Amount, at the Final Redemption
Amount thereof; or
(ii)
in the
case of Notes (other than Zero Coupon Notes) with a Final Redemption Amount which is or may
be less or greater than the Calculation Amount or which is payable in a Specified Currency
other than that in which the Notes are denominated, at the amount specified in the applicable
Final Terms or, if no such amount is so specified in the applicable Final Terms, at their
nominal amount; or
(iii)
in the
case of Zero Coupon Notes, at an amount (the “
Amortised Face Amount
”)
equal to:
(A)
the
sum of (x) the product of (i) either the Calculation Amount or the Specified Denomination
as specified in the applicable Final Terms and (ii) the Reference Price specified in the
applicable Final Terms (the “
Reference Amount
”) and (y) the product of
the Accrual Yield specified in the applicable Final Terms (
compounded
annually) being applied to the Reference Amount from (and including)
the Issue Date of the first Tranche of Notes to (but excluding) the date fixed for redemption
or (as the case may be) the date upon which such Note becomes due and repayable; or
(B)
if
the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon
Note pursuant to Condition 6(b) or upon its becoming due and repayable as provided in Condition
9 is not paid or available for payment when due, the amount due and repayable in respect
of such Zero Coupon
Note
shall
be the Amortised Face Amount of such Zero Coupon Note calculated as provided above as though
the references in sub-paragraph (A)
to the date fixed for redemption or the date upon
which the Zero Coupon Note becomes due and repayable were replaced by references to the date
(the “
Reference Date
”) which is the earlier of:
(1)
the date
on which all amounts due in respect of the Note have been paid; and
(2)
the date
on which the full amount of the moneys repayable has been received by the Agent and notice
to that effect has been given in accordance with Condition 16.
The calculation
of the Amortised Face Amount in accordance with this sub-paragraph (B) will continue to be made, after as well as before judgment,
until the Reference Date unless the Reference Date falls on or after the Maturity Date, in which case the amount due and repayable shall
be the nominal amount
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102
of such
Note together with interest at a rate per annum equal to the Accrual Yield.
Where any
such calculation is to be made for a period which is not a whole number of years, it shall be made (I) in the case of a Zero Coupon
Note other than a Zero Coupon Note payable in euro, on the basis of a 360-day year consisting of 12 months of 30 days each
(or 365/366 days in the case of Notes denominated in Sterling) and, in the case of an incomplete month, the number of days elapsed
or (II) in the case of a Zero Coupon Note payable in euro, on the basis of the actual number of days elapsed divided by 365 (or,
if any of the days elapsed falls in a leap year, the sum of (x) the number of those days falling in a leap year divided by 366 and
(y) the number of those days falling in a non-leap year divided by 365).
(j)
Purchases
The
Issuer or any of its subsidiaries may at any time purchase Notes (provided that, in the case of definitive Notes, all unmatured Coupons
appertaining thereto are purchased therewith) at any price in the open market or otherwise. If purchases are made by tender,
tenders must be available to all Noteholders alike. Where the Issuer is Toyota Credit Canada Inc. or Toyota Motor Credit Corporation,
such Notes shall be surrendered (in the case of Bearer Notes) to any Paying Agent, or (in the case of Registered Notes issued by Toyota
Credit Canada Inc.) the TCCI Registrar or TCCI Transfer Agent, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation)
the TMCC Registrar or TMCC Transfer Agent, for cancellation and, where the Issuer is Toyota Motor Finance (Netherlands) B.V. or Toyota
Finance Australia Limited, such Notes may, at the option of the Issuer, either be (i) resold or reissued, or held by the Issuer for subsequent
resale or reissuance, or (ii) surrendered to any Paying Agent for cancellation, in which event such Notes and Coupons may not be resold
or reissued.
(k)
Cancellation
All
Notes which are redeemed will forthwith be cancelled (together with all unmatured Coupons attached thereto or surrendered therewith at
the time of redemption). All Notes so cancelled and any of the Notes purchased and cancelled pursuant to Condition 6(j) (together,
in the case of definitive Notes, with all unmatured Coupons cancelled therewith) shall be forwarded to the Agent and cannot be reissued
or resold. If any Note is purchased and cancelled without all unmatured Coupons appertaining thereto, the Issuer shall make
payment in respect of any such missing Coupon in accordance with Condition 5 as if the relevant Note had remained outstanding for the
period to which such Coupon relates.
7.
Taxation
– Additional Amounts
(a)
Toyota
Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc. or Toyota Finance Australia Limited
This
Condition 7(a) only applies to Notes issued by Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc. or Toyota Finance Australia
Limited.
Unless
otherwise specified in the applicable Final Terms, where the Issuer is Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada
Inc. or Toyota Finance Australia Limited, all payments of principal and interest in respect of the Notes issued by the Issuer will be
made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied
by or on behalf of the jurisdiction in which the Issuer is incorporated or any province, territory or other political subdivision or
any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In such event,
the Issuer will pay such additional amounts (the
“Additional Amounts”
) as shall be necessary in order that the net
amounts receivable by the holders of the Notes or
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103
Coupons after such
withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect
of the Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such Additional Amounts
shall be payable with respect to any Note or Coupon:
(i)
where the
Issuer is Toyota Motor Finance (Netherlands) B.V., where the Noteholder or Couponholder of
which (a) would be able to avoid such withholding or deduction or is liable to such withholding
or deduction at a reduced rate by making a declaration of non-residence or producing other
evidence establishing that such payment may be made without withholding or deduction or with
such deduction or withholding at a reduced rate to the Issuer or the relevant tax authority;
or (b) is liable for such taxes or duties in respect of such Note or Coupon by reason of
their having some connection with the Netherlands other than the mere holding of such Note
or Coupon; or
(ii)
where the
Issuer is Toyota Credit Canada Inc.:
(A)
the holder
of which is liable for such taxes or duties in respect of such Note or Coupon by reason of
their having some connection with Canada other than the mere holding of such Note or Coupon
or the receipt of principal or interest in respect thereof;
(B)
the Issuer
does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) with
either: (1) the holder of such Note or Coupon, or (2) in the case where a payment is made
to a holder of a Coupon, the holder of the related Note (as applicable);
(C)
the holder
of which is, or does not deal at arm’s length with any person who is, a “
specified
shareholder
” of Toyota Credit Canada Inc. for the purposes of the thin capitalisation
rules in the Income Tax Act (Canada); or
(D)
the holder
of which is a person who is a “
specified entity
” (as defined in subsection
18.4(1) of the Income Tax Act (Canada)) in respect of the Issuer;
(iii)
where
the Issuer is Toyota Finance Australia Limited, the holder of which is liable for such taxes
or duties in respect of such Note or Coupon:
(A)
by
reason of the holder (or a third party acting on its behalf)
having
some connection with the Commonwealth of Australia or any political subdivision thereof or
therein other than the mere holding of such Note or Coupon or the receipt of payment in respect
thereof; or
(B)
by
reason of the holder
being a person who could lawfully
avoid (but has not so avoided) such withholding or deduction by complying or procuring that
any third party complies with any statutory requirements or by making or procuring that any
third party makes a declaration of non-residence or other similar claim for exemption to
any tax authority in the place where the relevant Note or Coupon is presented for payment;
or
(C)
by
reason of the holder (or a person with an interest in a Note) being an Offshore Associate
of the Issuer acting other than in the capacity of a clearing house, paying
agent
,
custodian, funds manager or responsible entity of a registered scheme within the meaning
of the Corporations Act 2001 of Australia. “
Offshore Associate
”
means an associate (as defined in Section 128F(9) of the Income Tax
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104
Assessment
Act 1936 of Australia (the “
Australian Tax Act
”)) of the Issuer that is either:
(a)
a non-resident
of Australia which does not acquire the Notes in carrying on a business at or through a permanent
establishment in Australia; or
(b)
a resident
of Australia that acquires the Notes in carrying on a business at or through a permanent
establishment outside Australia; or
(D)
in a case
where Toyota Finance Australia Limited receives a notice or direction under Section 260-5
of Schedule 1 to the Taxation Administration Act 1953 of Australia, Section 255 of the
Australian Tax Act or any analogous provisions, any amounts paid or deducted from sums payable
to the holder by Toyota Finance Australia Limited in compliance with such notice or direction;
or
(iv)
in such
other circumstances as may be specified in the applicable Final Terms; or
(v)
presented
for payment more than 30 days after the Relevant Date (as defined in Condition 8) except
to the extent that the holder thereof would have been entitled to such Additional Amounts
on presenting the same, or making demand, for payment on such thirtieth day assuming that
day to have been a Payment Day (as defined in Condition 5(e)); or
(vi)
where such
withholding or deduction is required pursuant to Sections 1471 through to 1474 of the U.S.
Internal Revenue Code of 1986, as amended, any regulations or other guidance promulgated
thereunder or any official interpretations thereof (including under an agreement described
under Section 1471(b)), or pursuant to any intergovernmental agreement implementing an alternative
approach thereto or any implementing law in relation thereto.
Notwithstanding
any other provision of these Terms and Conditions, where the Issuer is Toyota Finance Australia Limited, if a Note or Coupon is presented
for payment or held by, or by a third party on behalf of, a person who is a resident of Australia or a non-resident who is engaged in
carrying on business in Australia at or through a permanent establishment of that non-resident in Australia (the expressions “
resident
of Australia
”, “
non-resident
” and “
permanent establishment
” having the meanings given
to them by the Australian Tax Act) if, and to the extent that, section 126 of the Australian Tax Act (or any equivalent provision) requires
the Issuer to pay income tax in respect of interest payable on the Note or Coupon and the income tax would not be payable were the person
not a “
resident of Australia
” or “
non-resident
” so engaged in carrying on business, the Issuer
shall be entitled to make any withholding or deduction pursuant to section 126 of the Australian Tax Act and will have no obligation
to pay additional amounts or otherwise indemnify any person for any such withholding or deduction.
(b)
Toyota
Motor Credit Corporation
This
Condition 7(b) only applies to Notes issued by Toyota Motor Credit Corporation.
Except
as specifically provided by this Condition 7(b), all payments of principal and interest in respect of the Notes issued by the Issuer
will be made without withholding or deduction for or on account of any present or future taxes, assessments or duties of whatever nature
imposed or levied by or on behalf of the United States or any political subdivision or any authority thereof or therein having power
to tax (“
Tax
”), unless such withholding or deduction is required by law. In such event, the Issuer will,
subject to certain limitations and exceptions (set forth below), pay to a Noteholder or Couponholder who is a Non-U.S. Holder (as defined
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105
below) such additional
amounts (the “
Additional Amounts
”) as shall be necessary in order that the net amounts receivable by the holders of
the Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise
have been receivable in respect of the Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except
that the Issuer shall not be required to make any payment of Additional Amounts for or on account of:
(i)
any Tax
which would not have been imposed but for (A) the existence of any present or former
connection between such Noteholder or Couponholder or any beneficial owner of a Note or Coupon
(or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of
a power over, such Noteholder, Couponholder or beneficial owner, if such Noteholder, Couponholder
or beneficial owner is an estate, trust, partnership or corporation) and the United States,
including, without limitation, being or having been a citizen or resident thereof or being
or having been present or engaged in a trade or
business
therein or having had a permanent establishment therein, or (B) such Noteholder’s,
Couponholder’s or beneficial owner’s past or present status as a passive foreign
investment company, controlled foreign corporation or a private foundation (as those terms
are defined for United States tax purposes) or as a corporation which accumulates earnings
to avoid U.S. federal income tax;
(ii)
any
estate
,
inheritance, gift, sales, transfer, personal property or similar Tax;
(iii)
any
Tax
that would not have been so imposed but for the presentation of a Note or
Coupon
for payment on a date more than 15 days after the date on which such payment became
due and payable or the date on which payment thereof is duly provided for, whichever occurs
later;
(iv)
any
Tax
which is payable otherwise than by deduction or withholding from payments of
principal
or interest in respect of the Notes or Coupons;
(v)
any Tax
imposed on interest received or beneficially owned by (A) a 10 per cent. shareholder
of the Issuer within the meaning of U.S. Internal Revenue Code Section 871(h)(3)(B)
or Section 881(c)(3)(B) or (B) a bank extending credit pursuant to a loan agreement
entered into in the ordinary course of its trade or business;
(vi)
any Tax
required to be withheld or deducted by any Paying Agent from any payment of principal or
interest in respect of any Note or Coupon, if such payment can be made without such withholding
or deduction by any other Paying Agent with respect to the Notes;
(vii)
any
Tax which would not have been imposed but for the failure to comply with certification, information,
documentation, or other reporting requirements concerning the nationality, residence, identity
or connection with the United States of the Noteholder or Couponholder or of the beneficial
owner of such Note or Coupon, if such compliance is required by statute or by regulation
of the United States Treasury Department as a precondition to relief or exemption from such
Tax including, in the case of Notes with a maturity of more than 183 days (taking into consideration
unilateral rights to roll or extend), failure of the Noteholder or Couponholder or of the
beneficial owner of such Note or Coupon, to provide such certification of non-U.S. beneficial
ownership as may be required from time to time under applicable rules, including, if necessary,
a valid U.S. Internal Revenue Service Form W8-BEN or W8-BEN-E;
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(viii)
any Tax
imposed with respect to a payment on a Note or Coupon to any Noteholder or Couponholder who
is a fiduciary or partnership or other than the sole beneficial owner of the Note or Coupon
to the extent a beneficiary or settlor with respect to such fiduciary, a member of such partnership
or a beneficial owner of the Note or Coupon would not have been entitled to payment of the
Additional Amounts, had such beneficiary, settlor, member or beneficial owner been the holder
of the Note or Coupon;
(ix)
any
Tax required to be withheld or deducted
pursuant to
Sections 1471 through to 1474 of the U.S. Internal Revenue Code of 1986, as amended, any
regulations or other guidance promulgated thereunder or any official interpretations thereof
(including under an agreement described under Section 1471(b)), or pursuant to any intergovernmental
agreement implementing an alternative approach thereto
or any
implementing law in relation thereto; or
(x)
any combination
of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above.
The
term “
Non-U.S. Holder
” means any Holder that is not for U.S. federal income tax purposes (i) a citizen or resident
of the United States, (ii) a corporation, partnership or other entity organised in or under the laws of the United States or its political
subdivisions, (iii) a trust subject to the control of a U.S. person and the primary supervision of a U.S. court, or (iv) an estate the
income of which is subject to U.S. federal income taxation regardless of its source.
8.
Prescription
Unless
provided otherwise in the applicable Final Terms, Notes and Coupons will become void unless claims in respect of principal and/or interest
are made within a period of five years after the Relevant Date (as defined below) therefor.
There
shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in
respect
of which would be void pursuant to this Condition 8 or Condition 5(b) or any Talon which would be void pursuant
to Condition 5(b).
Any
moneys paid by the Issuer to the Agent, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar or
the TCCI Transfer Agent, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar or the TMCC
Transfer Agent, for the payment of principal or interest in respect of the Notes and remaining unclaimed for a period of five years shall
forthwith be repaid to the Issuer. All liability of the Issuer, the Agent, the TCCI Registrar or the TCCI Transfer Agent,
the TMCC Registrar or the TMCC Transfer Agent with respect thereto shall cease when the Notes and Coupons become void.
As
used herein, the “
Relevant Date”
means the date on which such payment first becomes due, except that, if the full
amount of the moneys payable has not been duly received by the Agent or, as the case may be, the
Registrar
on or prior to such due date, it means the date on which, the full amount of such moneys having been so
received, notice to that effect is duly given to the Noteholders in accordance with Condition 16.
9.
Events
of
Default
(a)
In the event
that (each of (i) through to (iv) below, an “
Event of Default
”):
(i)
default
is made by the Issuer in the payment when due of any principal
or interest in
respect
of any Note and the default continues
unremedied for a period of 14 days after the date when due; or
(ii)
default
is made by the Issuer in the performance or observance of any covenant, condition or provision
contained in these Terms and Conditions applicable to the Notes or of any covenant, condition
or provision for the benefit of Noteholders contained in the Agency Agreement and on its
part to be
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performed
or observed (other than the covenant to pay the principal and interest in respect of the Notes) and at the expiration of any applicable
grace period therefor such covenant, condition or provision is not performed or observed in the period of 60 consecutive days after the
date on which written notice of such default, requiring the Issuer to perform or observe such covenant, condition or provision, first
shall have been given to the Issuer and the Agent, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI
Registrar and the TCCI Transfer Agent, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar
and the TMCC Transfer Agent, by the holders of not less than 25 per cent. in aggregate nominal amount of Notes then outstanding; or
(iii)
the entry
by a court having competent jurisdiction of (a) a decree or order granting relief in
respect of the Issuer in an involuntary proceeding under any applicable bankruptcy, insolvency
or other similar law and such decree or order shall remain unstayed and in effect for a period
of 60
consecutive
days; or (b) a decree or order
adjudging the Issuer to be insolvent, or approving a petition seeking reorganisation, arrangement,
adjustment or composition of the Issuer and such decree or order shall remain unstayed and
in effect for a period of 60 consecutive days; or (c) a final and non-appealable order appointing
a custodian, receiver, liquidator, assignee, trustee or other similar official of the Issuer
or of any substantial part of the property of the Issuer, or ordering the winding up or liquidation
of the Issuer, in each case of (a), (b) or (c) otherwise than for the purposes of or pursuant
to and followed by a consolidation, amalgamation, merger, reconstruction or reorganisation
in which a continuing corporation effectively assumes all obligations of the Issuer under
the Notes or the terms of which have previously been approved by the written consent of holders
of a majority in aggregate nominal amount of the Notes then outstanding affected thereby,
or by resolution adopted by the holders of a majority in aggregate nominal amount of such
Notes then outstanding present or represented at a meeting of the holders of the Notes affected
thereby at which a quorum is present, as provided in the Agency Agreement; or
(iv)
the commencement
by the Issuer of a voluntary proceeding under any applicable bankruptcy, insolvency or other
similar law or the consent of the Issuer to the entry of a decree or order for relief in
an involuntary proceeding under any applicable bankruptcy, insolvency or other similar
law
,
or the consent by the Issuer to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee or similar official of the Issuer or for any substantial part
of the property of the Issuer or the making by the Issuer of a general assignment for the
benefit of creditors, or the Issuer failing generally to pay its debts as they become due,
or the taking of corporate action by the Issuer in furtherance of any such action (in each
case otherwise than for the purposes of such a consolidation, amalgamation, merger, reconstruction
or reorganisation as is referred to in paragraph (iii)),
then
the holder of any Note may, at its option, declare the principal of such Note and the interest, if any, accrued but unpaid thereon to
be due and payable immediately by written notice to the Issuer and the Agent, or (in the case of Registered Notes issued by Toyota Credit
Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation)
the TMCC Registrar and the TMCC Transfer Agent, and unless all such defaults shall have been remedied by the Issuer (or by the Parent
or TFS pursuant to the relevant Credit Support Agreement) prior to receipt of such written notice, the principal of such Note and the
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interest,
if any, accrued but unpaid thereon shall become and be immediately due and payable.
At any
time after such declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the
money due with respect to any Note has been obtained by any Noteholder, such declaration and its consequences may be rescinded and annulled
upon the written consent of holders of a majority in aggregate nominal amount of the Notes then outstanding affected thereby, or by resolution
adopted by the holders of a majority in aggregate nominal amount of the Notes then outstanding present or represented at a meeting of
holders of the Notes affected thereby at which a quorum is present, as provided in the Agency Agreement, if:
(1)
the Issuer
has paid to, or deposited with, the Agent, or (in the case of Registered Notes issued by
Toyota Credit Canada Inc.) the TCCI Transfer Agent, or (in the case of Registered Notes issued
by Toyota Motor Credit Corporation) the TMCC Transfer Agent, a sum sufficient to pay:
(A)
all overdue
payments of interest on the Notes; and
(B)
the principal
of the Notes which has become due otherwise than by such declaration of acceleration; and
(2)
all
Events of Default with respect to the Notes, other than the non-payment of the principal
of such Notes which has become due solely by such
declaration
of acceleration, have been either (i) remedied or (ii) waived
as provided in paragraph (b) below.
No such
rescission shall affect any subsequent default or impair any right consequent thereon.
(b)
Any
Events of Default by the Issuer, other than the events described in paragraph (a)(i) above
or
in
respect of
where
a default is made by the Issuer in the performance or observance
of any covenant, condition or provision described in paragraph (a)(ii) above which cannot
be modified and amended without the written consent of the holders of all outstanding Notes,
may be waived by the written consent of holders of a majority in aggregate nominal amount
of the Notes then outstanding affected thereby, or by resolution adopted by the holders of
a majority in aggregate nominal amount of the Notes then outstanding present or represented
at a meeting of the holders of the Notes affected thereby at which a quorum is present, as
provided in the Agency Agreement (provided that such resolution shall be approved by the
holders of not less than 25 per cent. of the aggregate nominal amount of Notes then outstanding
affected thereby).
10.
Replacement
of Notes, Coupons and Talons
Should
any Note, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Agent in
London, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) at the specified offices of the TCCI Registrar or the
TCCI Transfer Agent, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) at the specified offices of the TMCC
Registrar or the TMCC Transfer Agent (or such other place outside the United States as may be notified to the Noteholders), in accordance
with all applicable laws and regulations, upon payment by the claimant of such costs and expenses as may be incurred by the Issuer and
the Agent or the TCCI Registrar or TCCI Transfer Agent or the TMCC Registrar or TMCC Transfer Agent, as the case may be, in connection
therewith and on such terms as to evidence and indemnity, security or otherwise as the Issuer and the Agent or the TCCI Registrar or
TCCI Transfer Agent or the TMCC Registrar or Transfer Agent, as the case may be, may require. Mutilated or defaced Notes,
Coupons or Talons must be surrendered before replacements will be issued.
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11.
Agent
and
Paying
Agents,
Registrars and Transfer Agents
The
names of the initial Agent, the initial TCCI Registrar, the initial TCCI Transfer Agent, the initial TMCC Registrar and the initial TMCC
Transfer Agent and their initial specified offices are set out below.
In
acting under the Agency Agreement or the TCCI Note Agency Agreement or the TMCC Note Agency Agreement, the Agent and any other Paying
Agents and (in the case of the TCCI Note Agency Agreement only) the TCCI Registrar and the TCCI Transfer Agent and (in the case of the
TMCC Note Agency Agreement only) the TMCC Registrar and the TMCC Transfer Agent act solely as agents of the Issuer and do not assume
any obligation to, or relationship of agency or trust with, any Noteholders or Couponholders. The Issuer agrees to perform
and observe the obligations imposed upon it under the Agency Agreement and (in respect of Registered Notes issued by Toyota Credit Canada
Inc.) the TCCI Note Agency Agreement and (in respect of Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement
and to use reasonable efforts to cause the Agent and any other Paying Agents to perform and observe the obligations imposed upon them
under the Agency Agreement and (in respect of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer
Agent, to perform and observe the obligations imposed on them under the TCCI Note Agency Agreement and (in respect of Registered Notes
issued by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent, to perform and observe the obligations imposed
on them under the TMCC Note Agency Agreement. The Agency Agreement and (in respect of Registered Notes issued by Toyota Credit
Canada Inc.) the TCCI Note Agency Agreement and (in respect of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note
Agency Agreement, contain provisions for the indemnification of the Agent and any other Paying Agents, the TCCI Registrar and the TCCI
Transfer Agent and the TMCC Registrar and the TMCC Transfer Agent, respectively, and for relief from responsibility in certain circumstances,
and entitle any of them to enter into business transactions with the Issuer without being liable to account to the Noteholders or the
Couponholders for any resulting profit.
The
Issuer is entitled to vary or terminate the appointment of any Paying Agent appointed under the terms of the Agency Agreement, or the
TCCI Registrar or the TCCI Transfer Agent appointed under the terms of the TCCI Note Agency Agreement, or the TMCC Registrar or the TMCC
Transfer Agent appointed under the terms of the TMCC Note Agency Agreement, and/or appoint additional or other Paying Agents or Transfer
Agents and/or approve any change in the specified office through which any Paying Agent, TCCI Registrar, TCCI Transfer Agent, TMCC Registrar
or TMCC Transfer Agent acts, provided that:
(i)
so
long as the Notes are admitted to trading or listed on any stock exchange or other relevant
authority, there will at all times be a Paying Agent with a specified office in such place
as may be required by the rules and regulations of the relevant stock exchange or
other
relevant authority;
(ii)
there will
at all times be an Agent; and
(iii)
in respect
of Registered Notes issued by Toyota Credit Canada Inc., there will at all times be a TCCI
Registrar and in respect of Registered Notes issued by Toyota Motor Credit Corporation, there
will at all times be a TMCC Registrar.
In
addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in the United States only in the circumstances
described in the final paragraph of Condition 5(d). Any variation, termination, appointment or change shall only take effect
(other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 or more than 45 days’ prior
notice thereof shall have been given to the Noteholders in accordance with Condition 16.
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In
addition, in relation to Registered Notes issued or to be issued by it, Toyota Credit Canada Inc. or Toyota Motor Credit Corporation,
as the case may be, is entitled to vary or terminate the appointment of any registrar, transfer agent or paying agent and/or appoint
additional transfer agents, paying agents and/or approve any change in the specified office through which any such registrar, transfer
agent or paying agent acts, provided that there will at all times be a registrar and a paying agent capable of making payments in the
Specified Currency and (in the case of global Registered Notes) to the clearing system specified in the applicable Final Terms.
The
Agency Agreement or the TCCI Note Agency Agreement or the TMCC Note Agency Agreement contains provisions permitting any entity into which
any Paying Agent and (in the case of the TCCI Note Agency Agreement and the TMCC Note Agency Agreement only) any registrar, paying agent
or transfer agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets
to become the successor paying agent, registrar or transfer agent (as appropriate).
12.
Exchange
of Talons
On
and after the Interest Payment Date, on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part
of such Coupon sheet may be surrendered at the specified office of the Agent or any other Paying Agent in exchange for a further Coupon
sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest
due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 8. Each Talon shall,
for the purposes of these Terms and Conditions, be deemed to mature on the Interest Payment Date on which the final Coupon comprised
in the relative Coupon sheet matures.
13.
Consolidation
or Merger
The
Issuer may consolidate with, or sell, lease or convey all or substantially all of its assets as an entirety to, or merge with or into
any other corporation provided that in any such case, (i) either the Issuer shall be the continuing corporation, or the successor
corporation shall be a corporation organised and existing under the laws of the jurisdiction in which the Issuer is incorporated or any
province, territory, state or other political subdivision thereof and such successor corporation shall expressly assume the due and punctual
payment of the principal of and interest (including Additional Amounts as provided in Condition 7) on all the Notes and Coupons,
according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Notes to
be performed by the Issuer by an amendment to the Agency Agreement or, as the case may be, the TCCI Note Agency Agreement or the TMCC
Note Agency Agreement, executed by such successor corporation, the Issuer and the Agent or the TCCI Registrar and the TCCI Transfer Agent
or the TMCC Registrar and the TMCC Transfer Agent, as the case may be, and (ii) immediately after giving effect to such transaction,
no Event of Default under Condition 9, and no event which, with notice or lapse of time or both, would become such an Event of Default
shall have happened and be continuing. In case of any such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Issuer, with the same
effect as if it had been named herein as the Issuer, and the predecessor corporation, except in the event of a conveyance by way of lease,
shall be relieved of any further obligation under the Notes and the Agency Agreement or, as the case may be, the TCCI Note Agency Agreement
or the TMCC Note Agency Agreement.
14.
Substitution
The
Issuer (the “
Retiring Issuer
” and the expressions “
Issuer
” and “
Retiring Issuer
”
include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the relevant
Noteholders or Couponholders, substitute the Parent or any subsidiary of the Parent (including TFS) in place of the Issuer as the principal
debtor
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under the Notes,
the relative Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency
Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement (the “
Substitute
Issuer
”) provided that:
(a)
in the case
of the substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in
place of the Retiring Issuer, a Credit Support Agreement, in the case of a subsidiary of
TFS, between such subsidiary and TFS being entered into, and the TMC Credit Support Agreement
applying,
mutatis mutandis
on the terms of the relevant Credit Support Agreement and
the TMC Credit Support Agreement, respectively and, in the case of a subsidiary of the Parent
(and not being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary
and the Parent being entered into
mutatis mutandis
on the terms of the TMC Credit
Support Agreement;
(b)
a deed poll
substantially in the form set out in Appendix F to the Agency Agreement (and such other documents
(if any)) shall be executed by the Substitute Issuer and the Retiring Issuer as may be necessary
to give full effect to the substitution (the “
Substitution Documents
”)
and (without limiting the generality of the foregoing) under which (i) the Substitute Issuer
shall undertake in favour of the relevant Noteholders and Couponholders to be bound by the
Terms and Conditions and Coupons, the provisions of the Agency Agreement and (in the case
of Registered Notes issued by Toyota Credit Canada Inc.) the provisions of the TCCI Note
Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation)
the provisions of the TMCC Note Agency Agreement, as fully as if the Substitute Issuer had
been named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered
Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case
of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement,
as the principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement
and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency
Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation)
the TMCC Note Agency Agreement, in place of the Retiring Issuer; and (ii) the Retiring Issuer
shall be released from its obligations as principal debtor in respect of the relevant Notes
and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit
Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by
Toyota Motor Credit Corporation) the TMCC Note Agency Agreement;
(c)
without prejudice
to the generality of paragraph (b) above, where the Substitute Issuer is subject generally
to a taxing jurisdiction differing from or in addition to the taxing jurisdiction to which
the Retiring Issuer for which it shall have been substituted under this Condition 14 was
subject, the Substitute Issuer shall undertake or covenant in the Substitution Documents
in terms corresponding to the provisions of Condition 7 with the substitution for or addition
to the references to the taxing jurisdiction to which the Retiring Issuer, as the case may
be, was subject of references to the taxing jurisdiction or additional taxing jurisdiction
to which such Substitute Issuer, as the case may be, is subject and in such case, Condition
7 shall be deemed to be modified accordingly when such substitution takes effect;
(d)
the Substitution
Documents shall contain a warranty and representation (i) that the Substitute Issuer and
the Retiring Issuer have obtained all necessary governmental and regulatory approvals and
consents for the substitution and that the Substitute Issuer has obtained all necessary governmental
and regulatory approvals and consents for the performance by the Substitute Issuer of its
obligations under the Substitution Documents and that all such approvals and consents are
in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect
of the relevant Notes and
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Coupons,
the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in
the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement are, in each case, valid and binding
in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent;
(e)
any credit rating
obtained by the Retiring Issuer from a nationally recognised statistical rating organisation
which applies to the relevant Notes will not be downgraded as a result of the substitution;
(f)
each stock exchange
on which the relevant Notes are admitted to trading shall have confirmed that, following
the proposed substitution of the Substitute Issuer, such Notes will continue to be admitted
to trading on such stock exchange;
(g)
where the Substitute
Issuer is not a company incorporated in the United Kingdom, the Substitute Issuer shall have
appointed a process agent as its agent in England to receive service of process on its behalf
in relation to any legal action or proceedings arising out of or in connection with the relevant
Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota
Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued
by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement;
(h)
in the case
of substitution of Toyota Credit Canada Inc. or a Canadian subsidiary of the Parent (“
Canadian
Replacement Subsidiary
”) in place of the Retiring Issuer, no withholding or other
taxes will be payable or required to be withheld by any such Substitute Issuer other than
in respect of a holder of the relevant Notes or Coupons that: (i) does not deal at arm’s
length (within the meaning of the Income Tax Act (Canada)) with Toyota Credit Canada Inc.
or the Canadian Replacement Subsidiary (as applicable), (ii) is a “
specified entity
”
(as defined in subsection 18.4(1) of the Income Tax Act (Canada)) in respect of Toyota Credit
Canada Inc. or the Canadian Replacement Subsidiary (as applicable) or (iii) is, or does not
deal at arm’s length with any person who is, a “
specified shareholder
”
of Toyota Credit Canada Inc. or the Canadian Replacement Subsidiary (as applicable) for the
purposes of the thin capitalisation rules in the Income Tax Act (Canada);
(i)
legal opinions
shall have been delivered to the Agent or (in the case of Registered Notes issued by Toyota
Credit Canada Inc.) the TCCI Registrar or (in the case of Registered Notes issued by Toyota
Motor Credit Corporation) the TMCC Registrar (from whom copies will be available) (in each
case dated not more than three days prior to the intended date of substitution) from legal
advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which
the Substitute Issuer and the Retiring Issuer are incorporated and in England confirming,
as appropriate, that upon the substitution taking place, the Substitution Documents constitute
legal, valid and binding obligations of the Substitute Issuer and the relevant Notes and
Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit
Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by
Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, are legal, valid and binding
obligations of the Substitute Issuer enforceable in accordance with their terms; and (ii)
in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, in the event
any Credit Support Agreements are entered into under paragraph (a) above, confirming that
any such Credit Support Agreements constitute legal, valid and binding obligations of the
Parent, TFS and the Substitute Issuer, as the case may be, enforceable in accordance with
its terms; and
(j)
in connection
with any such substitution, the Substitute Issuer and the Retiring Issuer shall not have
regard to the consequences of such substitution for individual
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Noteholders
resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of,
any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Retiring Issuer, the Agent,
(in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent, (in the case of
Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent, or any other person, any
indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided
in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance
with paragraph (c) above.
Upon
execution of the Substitution Documents as referred to in paragraph (b) above, (i) the Substitute Issuer shall be the Issuer named in
the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI
Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement
as principal debtor in place of the Retiring Issuer and the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered
Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor
Credit Corporation) the TMCC Note Agency Agreement, shall thereby be deemed to be amended to give effect to the substitution of the Substitute
Issuer as principal debtor; and (ii) the Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor
in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada
Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency
Agreement. With effect on and from the time of the substitution of the Substitute Issuer in place of the Retiring Issuer:
(A)
the Retiring
Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant
Notes and Coupons;
(B)
the Substitute
Issuer has rights which the Retiring Issuer had in respect of the relevant Notes and Coupons
(in each case subject to paragraph (c) above); and
(C)
the Substitute
Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring
Issuer had in respect of the relevant Notes and Coupons.
The
Substitution Documents shall be deposited with and held by the Agent and (in the case of Registered Notes issued by Toyota Credit Canada
Inc.) copied to the TCCI Registrar and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) copied to the TMCC
Registrar, for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer
or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Coupons, the Agency Agreement, or (in the
case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement or (in the case of Registered Notes issued
by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents shall not have been finally adjudicated,
settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right
of every Noteholder to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Coupons, the Agency
Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement, or (in the case of
Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents.
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Within
14 days of a substitution taking effect under this Condition 14, the Retiring Issuer shall give notice of such substitution to the relevant
Noteholders in accordance with Condition 16.
15.
Meetings,
Modifications and Waivers
The
Agency Agreement, the TCCI Note Agency Agreement and the TMCC Note Agency Agreement contain provisions which, unless otherwise provided
in the Final Terms, are binding on the Issuer, the Noteholders and the Couponholders, for convening meetings (including wholly or partly
by means of electronic facility or facilities (including video conference platforms or by conference call)), of holders of Notes and
Coupons to consider matters affecting their interests, including the modification or waiver of the Terms and Conditions applicable to
the Notes.
The
Agency Agreement, (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement, (in the case
of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, the Notes and any Coupons attached to
the Notes may be amended by the Issuer and (in the case of the Agency Agreement) the Agent and (in the case of the TCCI Note Agency Agreement)
the TCCI Registrar and the TCCI Transfer Agent, and (in the case of the TMCC Note Agency Agreement) the TMCC Registrar and the TMCC Transfer
Agent, without the consent of the holder of any Note or Coupon (i) for the purpose of curing any ambiguity, or for curing, correcting
or supplementing any defective provision contained therein, or to evidence the succession of another corporation to the Issuer as provided
in Condition 13 or provide for substitution of the Issuer as provided in Condition 14, (ii) to make any further modifications of
the terms of the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement,
or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, necessary or desirable
to allow for the issuance of any additional Notes (which modifications shall not be materially adverse to holders of outstanding Notes),
or (iii) in any manner which the Issuer and (in the case of the Agency Agreement) the Agent and (in the case of the TCCI Note Agency
Agreement) the TCCI Registrar and the TCCI Transfer Agent and (in the case of the TMCC Note Agency Agreement) the TMCC Registrar and
the TMCC Transfer Agent may deem necessary or desirable and which shall not materially adversely affect the interests of the holders
of the Notes and Coupons. In addition, with the written consent of holders of a majority in aggregate nominal amount of the
Notes then outstanding affected thereby, or by resolution adopted by the holders of a majority in aggregate nominal amount of Notes then
outstanding present or represented at a meeting of the holders of the Notes affected thereby at which a quorum is present, as provided
in the Agency Agreement (provided that such resolution shall be approved by the holders of not less than 25 per cent. of the aggregate
nominal amount of Notes then outstanding affected thereby), the Issuer and the Agent and (in the case of the TCCI Note Agency Agreement)
the TCCI Registrar and the TCCI Transfer Agent and (in the case of the TMCC Note Agency Agreement) the TMCC Registrar and the TMCC Transfer
Agent may from time to time and at any time enter into agreements modifying or amending the Agency Agreement, or (in the case of Registered
Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement, or (in the case of Registered Notes issued by Toyota Motor
Credit Corporation) the TMCC Note Agency Agreement, or the Terms and Conditions and Coupons for the purpose of adding any provisions
to or changing in any manner or eliminating any provisions of the Agency Agreement, or (in the case of Registered Notes issued by Toyota
Credit Canada Inc.) the TCCI Note Agency Agreement, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation), the
TMCC Note Agency Agreement, or of modifying in any manner the rights of the holders of Notes and Coupons; provided, however, that no
such agreement shall, without the consent or the affirmative vote of the holder of each Note affected thereby, (i) change the stated
maturity of the principal of or any instalment of interest on any Note, (ii) reduce the nominal amount of or interest on any Note,
(iii) change the obligation of the Issuer to pay
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115
Additional Amounts
as provided in Condition 7, (iv) reduce the percentage in nominal amount of outstanding Notes the consent of the holders of which
is necessary to modify or amend the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI
Note Agency Agreement, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement,
or the Terms and Conditions or to waive any future compliance or past default, or (v) reduce the percentage in nominal amount of
outstanding Notes the consent of the holders of which is required at any meeting of holders of Notes at which a resolution is adopted. The
quorum at any meeting called to adopt a resolution will be persons holding or representing a majority in aggregate nominal amount of
the Notes then outstanding affected thereby and at any adjourned meeting will be one or more persons holding or representing 25 per
cent. in aggregate nominal amount of such Notes then outstanding affected thereby. Any instrument given by or on behalf of
any holder of a Note in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and
will be conclusive and binding on all subsequent holders of such Note. Any modifications, amendments or waivers to the Agency
Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) to the TCCI Note Agency Agreement, or (in the case
of Registered Notes issued by Toyota Motor Credit Corporation) to the TMCC Note Agency Agreement, or to the Terms and Conditions and
Coupons will be conclusive and binding on all holders of Notes and Coupons, whether or not they have given such consent or were present
at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the Notes and Coupons. It
shall not be necessary for the consent of the holders of Notes under this Condition 15 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the substance thereof.
Notes
authenticated and delivered after the execution of any amendment to the Agency Agreement, or (in the case of Registered Notes issued
by Toyota Credit Canada Inc.) to the TCCI Note Agency Agreement, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation)
to the TMCC Note Agency Agreement, the Notes or Coupons may bear a notation in form approved by the Agent, or (in the case of Registered
Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent, or (in the case of Registered Notes issued
by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent, as to any matter provided for in such amendment to
the Agency Agreement or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) to the TCCI Note Agency Agreement or (in
the case of Registered Notes issued by Toyota Motor Credit Corporation) to the TMCC Note Agency Agreement.
New
Notes so modified as to conform, in the opinion of the Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.)
the TCCI Registrar or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the Issuer,
to any modification contained in any such amendment may be prepared by the Issuer, authenticated by the Agent or (in the case of Registered
Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar or the TCCI Transfer Agent or (in the case of Registered Notes issued by
Toyota Motor Credit Corporation) the TMCC Registrar or the TMCC Transfer Agent and delivered in exchange for the Notes then outstanding.
For
the purposes of this Condition 15, Condition 3 and Condition 9, the term “
outstanding
” means, in relation to the Notes,
all Notes issued under the Agency Agreement or the TCCI Note Agency Agreement or the TMCC Note Agency Agreement other than (i) those
which have been redeemed in full in accordance with the Agency Agreement or the TCCI Note Agency Agreement or the TMCC Note Agency Agreement
or these Terms and Conditions, (ii) those in respect of which the date for redemption in accordance with these Terms and Conditions
has occurred and the redemption moneys therefor (including all interest (if any) accrued but unpaid thereon to the date for such redemption
and any interest (if any) payable under these Terms and Conditions after such date) have been duly paid to the Agent as provided in the
Agency Agreement or (in the case of Registered Notes issued by Toyota Credit Canada
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116
Inc.) to the TCCI
Registrar or the TCCI Transfer Agent or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) to the TMCC Registrar
or the TMCC Transfer Agent (and, where appropriate, notice has been given to the Noteholders in accordance with Condition 16) and
remain available for payment against presentation of the Notes, (iii) those which have become void under Condition 8, (iv) those
which have been purchased or otherwise acquired and cancelled as provided in Condition 6, and those which have been purchased or otherwise
acquired and are being held by the Issuer for subsequent resale or reissuance as provided in Condition 6 during the time so held, (v) those
mutilated or defaced Notes which have been surrendered in exchange for replacement Notes pursuant to Condition 10, (vi) (for the
purposes only of determining how many Notes are outstanding and without prejudice to their status for any other purpose) those Notes
alleged to have been lost, stolen or destroyed and in respect of which replacement Notes have been issued pursuant to Condition 10, and
(vii) temporary global Notes to the extent that they shall have been duly exchanged in whole for permanent global Notes or definitive
Notes and permanent global Notes or global Registered Notes to the extent that they shall have been duly exchanged in whole for definitive
Notes, in each case pursuant to their respective provisions.
16.
Notices
All
notices regarding the Notes shall be validly given if published in a leading English language daily newspaper of general circulation
in London (which is expected to be the
Financial Times
) or, if this is not practicable, one other such English language newspaper
as the Issuer, in consultation with the Agent, shall decide. The Issuer shall also ensure that notices are duly published
in a manner which complies with the rules and regulations of any stock exchange on which the Notes are for the time being admitted to
trading or are listed by another relevant authority. Any such notice published as aforesaid shall be deemed to have been given
on the date of such publication or, if published more than once, on the date of the first such publication. Couponholders
will be deemed for all purposes to have notice of the contents of any notice given to the holders of the Notes in accordance with this
Condition 16.
Until
such time as any definitive Notes are issued, so long as the global Note(s) is or are held in its or their entirety on behalf of Euroclear
and Clearstream, Luxembourg or CDS Clearing and Depository Services Inc. (“
CDS
”), there may be substituted for such
publication in such newspaper the delivery of the relevant notice to Euroclear and Clearstream, Luxembourg or CDS for communication by
them or it to the holders of the Notes; provided that, for so long as any Notes are admitted to trading on a stock exchange or are listed
by another relevant authority where the rules of that stock exchange or relevant authority so require, such notice will be published
in a daily newspaper of general circulation in the place or places required by those rules. Any notice delivered to Euroclear
and Clearstream, Luxembourg or CDS shall be deemed to have been given to the holders of the Notes on the day after such notice is delivered
to Euroclear and Clearstream, Luxembourg or CDS.
Notices
to holders of Registered Notes in definitive form will be deemed to be validly given if sent by mail to them (or, in the case of joint
holders of Registered Notes issued by Toyota Credit Canada Inc., to the first-named in the TCCI Register or, in the case of joint holders
of Registered Notes issued by Toyota Motor Credit Corporation, to the first-named in the TMCC Register) at their respective addresses
as recorded in such register, and will be deemed to have been validly given on the fourth business day after the date of such mailing.
Notices
to be given by any holder of the Notes shall be in writing and given by lodging the same, together with the relative Note or Notes, in
the case of Bearer Notes, with the Agent or, in the case of Registered Notes issued by Toyota Credit Canada Inc., with the TCCI Registrar
or, in the case of Registered Notes issued by Toyota Motor Credit Corporation, with the TMCC Registrar. While any of the Notes
are represented by a global Note, such notice may be given by any holder of a Note to, in the case of Bearer Notes, the Agent or, in
the case of Registered Notes issued by Toyota Credit Canada Inc., the TCCI Registrar or, in the case of
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117
Registered Notes
issued by Toyota Motor Credit Corporation, the TMCC Registrar, via Euroclear and/or Clearstream, Luxembourg or CDS, as the case may be,
in such manner as the Agent or TCCI Registrar or TMCC Registrar and Euroclear and/or Clearstream, Luxembourg or CDS, as the case may
be, may approve for this purpose.
All
notices regarding Notes admitted to trading on EuroTLX, shall be delivered to Borsa Italiana S.p.A. to be published in accordance with
the rules of Borsa Italiana S.p.A. (if and for as so long as the rules of the exchange so require), guidelines and market practice.
17.
Further
Issues
The
Issuer shall be at liberty from time to time without the consent of the Noteholders or Couponholders to create and issue further notes
ranking
pari passu
in all respects (or in all respects save for the Issue Date, the amount and the date of the first payment of
interest thereon and/or the Issue Price) and so that the same shall be consolidated and form a single series with the outstanding Notes
and references in these Terms and Conditions to “
Notes
” shall be construed accordingly.
18.
Disapplication
The
Notes confer no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Notes, but this does not affect
any right or remedy of a third party which exists or is available apart from that Act.
19.
Governing
Law and Submission to Jurisdiction
The
Agency Agreement, the TCCI Note Agency Agreement, the TMCC Note Agency Agreement, the Notes, the Coupons and any non-contractual obligations
arising out of or in connection with the Agency Agreement, the TCCI Note Agency Agreement, the TMCC Note Agency Agreement, the Notes
and the Coupons are governed by, and shall be construed in accordance with, English law.
The
Issuer irrevocably agrees, for the exclusive benefit of the Noteholders and the Couponholders, to the jurisdiction of the English courts
for all purposes in connection with the Agency Agreement, the TCCI Note Agency Agreement, the TMCC Note Agency Agreement, the Notes,
the Coupons and any non-contractual obligations arising out of or in connection with the Agency Agreement, the TCCI Note Agency Agreement,
the TMCC Note Agency Agreement, the Notes and the Coupons and in relation thereto the Issuer has appointed Toyota Financial Services
(UK) PLC as its agent for service of process on its behalf and has agreed that in the event of Toyota Financial Services (UK) PLC ceasing
so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process. Without
prejudice to the foregoing, to the extent allowed by law, the Issuer further irrevocably agrees that any suit, action or proceedings
arising out of or in connection with the Agency Agreement, the TCCI Note Agency Agreement, the TMCC Note Agency Agreement the Notes and
the Coupons (including any suit, action or proceedings relating to any non-contractual obligations arising out of or in connection with
the Agency Agreement, the TCCI Note Agency Agreement, the TMCC Note Agency Agreement, the Notes and the Coupons) may be brought in any
other court of competent jurisdiction.
Page
118
AGENT
The Bank of New
York Mellon
acting through its London branch
160 Queen Victoria Street
London EC4V 4LA
United Kingdom
TCCI REGISTRAR
Computershare Advantage
Trust of Canada
88A East Beaver Creek Road
Richmond Hill
Ontario L4B 4A8
Canada
The Bank of New
York Mellon SA/NV, Dublin Branch
The Shipping Office
20-26 Sir John Rogerson’s Quay
Dublin 2, D02 Y049
Ireland
TCCI TRANSFER
AGENT
The Bank of New
York Mellon
acting through its London branch
160 Queen Victoria Street
London EC4V 4LA
United Kingdom
TMCC REGISTRAR
The Bank of New
York Mellon SA/NV, Dublin Branch
The Shipping Office
20-26 Sir John Rogerson’s Quay
Dublin 2, D02 Y049
Ireland
TMCC TRANSFER
AGENT
The Bank of New
York Mellon
acting through its London branch
160 Queen Victoria Street
London EC4V 4LA
United Kingdom
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119
Appendix B
FORMS
OF GLOBAL AND DEFINITIVE NOTES, COUPONS AND TALONS
Page
120
APPENDIX
B-1
FORM OF TEMPORARY GLOBAL NOTE
[ANY UNITED
STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]
1
[BY ACCEPTING
THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN
SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR
ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND
THE REGULATIONS THEREUNDER).]
2
3
[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.
(a private company incorporated with limited liability under the laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands)]
[TOYOTA CREDIT
CANADA INC.
(a company incorporated with limited liability under the Canada Business Corporations Act)]
[TOYOTA FINANCE
AUSTRALIA LIMITED
(ABN 48 002 435 181, a company registered in New South Wales and incorporated with limited liability in Australia)]
[TOYOTA MOTOR
CREDIT CORPORATION
(a company incorporated with limited liability in California, United States)]
TEMPORARY GLOBAL
NOTE
representing
[Specified Currency and Nominal Amount of Series]
NOTES DUE [Year of Maturity]
Series No. [ ]
___________________
1
Use this legend in the case of Notes issued by TMF, TCCI or TFA with an initial maturity of more than
183 days (taking into consideration unilateral rights to roll or extend) unless the applicable Final Terms specify TEFRA C.
2
Use this legend in the case of Notes with an initial maturity of 183 days or less (taking into consideration
unilateral rights to roll or extend), have a minimum denomination of $500,000 (or the equivalent amount in any other currency determined
at the spot rate on the date of issue) and, as specified in the applicable Final Terms, are intended to satisfy the requirements of Section
1.6049-5(b)(10) of U.S. Treasury Regulations.
3
Delete all but the relevant Issuer.
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121
The
Notes represented by this Temporary Global Note have been admitted to the Official List and admitted to trading on the London Stock Exchange
plc’s Regulated Market.
4
This Global Note is a Temporary Global Note in respect of a duly authorised issue
of [Specified Currency and Nominal Amount of Tranche] [Specified Currency and Nominal Amount of Series] Notes Due [Year of Maturity]
(the
Notes
) of [Specified Currency and Specified Denomination] each of
5
[Toyota Motor Finance (Netherlands) B.V.] [Toyota
Credit Canada Inc.] [Toyota Finance Australia Limited] [Toyota Motor Credit Corporation] (the
Issuer
). References herein
to the Conditions shall be to the Terms and Conditions of the Notes (the
Conditions
) as set out in Appendix A to the Agency Agreement
(as defined below) as modified and supplemented by the information set out in Part A of the Final Terms relating to the Notes (which
are attached hereto) and, in the event of any conflict between the provisions of the Conditions and the information set out in the Final
Terms, the latter shall prevail. Words and expressions defined in the Conditions and the Final Terms and not otherwise defined
herein shall have the same meanings when used in this Temporary Global Note.
This
Temporary Global Note is issued subject to, and with the benefit of, the Conditions and the Agency Agreement dated 12 September 2014
(the
Agency Agreement
, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented
and/or restated from time to time), between Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia
Limited, Toyota Motor Credit Corporation and The Bank of New York Mellon (the
Agent
); provided, however, that references to the
Conditions shall mean the Conditions in effect on the date of this Temporary Global Note.
This
Temporary Global Note is to be held by a common depositary (or, if the Final Terms indicate that this Temporary Global Note is intended
to be a New Global Note, a common safekeeper) for Euroclear Bank SA/NV (
Euroclear
), Clearstream Banking,
société
anonyme
(
Clearstream, Luxembourg
) and/or such other relevant clearing agency as is specified in the Final Terms on behalf
of account holders which have the Notes represented by this Temporary Global Note credited to their respective securities accounts therewith
from time to time.
For
value received, the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer hereof on the Maturity Date,
and/or on such earlier date(s) as all or any of the Notes represented by this Temporary Global Note may become due and repayable in accordance
with the Conditions, the amount payable under the Conditions in respect of the Notes then represented by this Temporary Global Note on
each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Temporary Global
Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, upon (if the Final
Terms indicate that this Temporary Global Note is not intended to be a New Global Note) presentation and, at maturity, surrender of this
Temporary Global Note to or to the order of the Agent at the principal office of the Agent in London, or at the offices of any of the
other paying agents located outside the United States of America, its territories and possessions, any State of the United States and
the District of Columbia (except as provided in the Conditions) from time to time appointed by the Issuer in respect of the Notes, but
in each case subject to the requirements as to certification provided herein. Any moneys paid by the Issuer to the Agent for
the payment of principal or interest on
___________________
4
Delete in the case of all Notes other than Notes admitted to trading on the London Stock Exchange’s
Regulated Market, or add reference to other Stock Exchange, if applicable.
5
Delete all but the relevant Issuer.
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122
any Notes and remaining
unclaimed at the end of one year after such principal or interest shall have become due and payable (whether at maturity, upon call for
redemption or otherwise) shall then be repaid to the Issuer and upon such repayment all liability of the Agent with respect thereto shall
thereupon cease, without, however, limiting in any way any obligation the Issuer may have to pay the principal of or interest on this
Temporary Global Note as the same shall become due.
If
the Final Terms indicate that this Temporary Global Note is intended to be a New Global Note, the nominal amount of Notes represented
by this Temporary Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear and Clearstream,
Luxembourg (together, the
relevant Clearing Systems
). The records of the relevant Clearing Systems (which expression
in this Temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of
such customer’s interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Temporary
Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the
bearer upon request) stating the nominal amount of Notes represented by this Temporary Global Note at any time shall be conclusive evidence
of the records of the relevant Clearing System at that time.
If
the Final Terms indicate that this Temporary Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented
by this Temporary Global Note shall be the aggregate nominal amount stated in the Final Terms or, if lower, the nominal amount most recently
entered by or on behalf of the Issuer in the relevant column in Schedule Two hereto.
On
any redemption of, or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by
this Temporary Global Note, the Issuer shall procure that:
(i)
if the Final
Terms indicate that this Temporary Global Note is intended to be a New Global Note, details
of such redemption, payment or purchase and cancellation (as the case may be) shall be entered
pro rata in the records of the relevant Clearing Systems and, upon any such entry being made,
the nominal amount of the Notes recorded in the records of the relevant Clearing Systems
and represented by this Temporary Global Note shall be reduced by the aggregate nominal amount
of the Notes so redeemed or purchased and cancelled; or
(ii)
if the
Final Terms indicate that this Temporary Global Note is not intended to be a New Global Note,
details of such redemption, payment or purchase and cancellation (as the case may be) shall
be entered by or on behalf of the Issuer in Schedule Two hereto and the relevant space in
Schedule Two hereto recording any such redemption, payment or purchase and cancellation (as
the case may be) shall be signed by or on behalf of the Issuer. Upon any such
redemption or purchase and cancellation, the nominal amount of this Temporary Global Note
and the Notes represented by this Temporary Global Note shall be reduced by the aggregate
nominal amount of such Notes so redeemed or purchased and cancelled.
Payments
due in respect of Notes for the time being represented by this Temporary Global Note shall be made to the bearer of this Temporary Global
Note and each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries
referred to above shall not affect such discharge.
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123
6
[For
the purposes only of the Interest Act (Canada), in respect of Fixed Rate Notes the nominal yearly rate of interest which is equivalent
to the Fixed Rate of Interest per annum, computed on the basis of a year of 360 days consisting of 12 months of 30 days each, for any
period of less than one year may be calculated by multiplying the Fixed Rate of Interest by a fraction of which: (a) the numerator is
the product of (i) the actual number of days in a year commencing on and including the first day of such period and ending on but not
including the corresponding day in the next calendar year and (ii) the sum of (y) the product of 30 and the number of complete months
elapsed in such period and (z) the number of days elapsed in any incomplete month in such period treating all calendar months as having
30 days; and (b) the denominator is the product of 360 and the actual number of days in such period (including the first but excluding
the last, such day). For the purposes only of the Interest Act (Canada), in respect of Floating Rate Notes the nominal yearly
rate of interest which is equivalent to the Rate of Interest per annum for any Specified Period (as defined in the Final Terms) calculated
on the basis of a year of 365 or 360 days may be calculated by multiplying such Rate of Interest by a fraction of which the numerator
is the actual number of days in a year commencing on and including the first day of such Specified Period and ending on but not including
the corresponding day in the next calendar year and the denominator is 365 or 360, as the case may be.]
Prior
to the Exchange Date (as defined below), all payments (if any) on this Temporary Global Note will only be made to the bearer hereof to
the extent that there is presented to the Agent by a relevant Clearing System a certificate to the effect that it has received from or
in respect of a person entitled to a particular nominal amount of the Notes (as shown by its records) a certificate of non-US beneficial
ownership in the form required by it. On or after the Exchange Date the bearer of this Temporary Global Note will not be entitled
to receive any payment of interest due unless, upon due certification, exchange of this Temporary Global Note is improperly withheld
or refused.
On
or after the date which is 40 days after the completion of the distribution of the Notes represented by this Temporary Global Note or,
at the option of the Issuer (with the consent of the lead manager(s) of the Tranche(s) of Notes of the relevant Series) the date which
is 40 days after the completion of the distribution of any additional issuance or issuances of one or more Tranches of Notes of the same
Series that occurs within the 40 day period after the issue of this Temporary Global Note (the latest of such dates referred to as the
Exchange Date
), this Temporary Global Note may be exchanged in whole or in part (free of charge) for, as specified in the Final
Terms, either (a) Definitive Bearer Notes and (if applicable) Coupons and Talons in or substantially in the forms set out in Appendices
B-3, B-4 and B-5, respectively, to the Agency Agreement (on the basis that all appropriate details have been included on the face of
such Definitive Bearer Notes and (if applicable) Coupons and Talons and the Final Terms (or the relevant provisions of the Final Terms)
have either been endorsed on or attached to such Definitive Bearer Notes) or, (b) either (i) if the Final Terms indicate that this Temporary
Global Note is intended to be a New Global Note, interests recorded in the records of the relevant Clearing Systems in a Permanent Global
Note, or (ii) if the Final Terms indicate that this Temporary Global Note is not intended to be a New Global Note, a Permanent Global
Note which, in either case, is in the form or substantially in the form set out in Appendix B-2 to the Agency Agreement (together with
the Final Terms attached thereto) in each case upon notice being given to the Agent by the relevant Clearing System acting on the instructions
of any holder of an interest in this Temporary Global Note.
___________________
6
Delete if the Issuer is Toyota Motor Finance (Netherlands) B.V., Toyota Finance Australia Limited or Toyota
Motor Credit Corporation.
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124
The
Issuer shall procure that, as appropriate, (i) the Definitive Bearer Notes or (as the case may be) the Permanent Global Note (where the
Final Terms indicate that this Temporary Global Note is not intended to be a New Global Note) shall be so issued and delivered or (ii)
the interests in the Permanent Global Note (where the Final Terms indicate that this Temporary Global Note is intended to be a New Global
Note) shall be recorded in the records of the relevant Clearing System, in each case in exchange for only that portion of this Temporary
Global Note in respect of which there shall have been presented to the Agent by a relevant Clearing System a certificate to the effect
that it has received from or in respect of a person entitled to a beneficial interest in a particular nominal amount of the Notes (as
shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it and, in the case of Definitive
Bearer Notes, subject to such notice period and payment of costs as may be specified in the Final Terms.
If
Definitive Bearer Notes and (if applicable) Coupons and Talons have already been issued in exchange for all the Notes represented for
the time being by the Permanent Global Note, then this Temporary Global Note may only thereafter be exchanged for Definitive Bearer Notes
and (if applicable) Coupons and Talons pursuant to the terms hereof.
On
an exchange of the whole of this Temporary Global Note, this Temporary Global Note shall be surrendered to or to the order of the Agent. On
an exchange of part only of this Temporary Global Note, the Issuer shall procure that:
(i)
if the Final
Terms indicate that this Temporary Global Note is intended to be a New Global Note, details
of such exchange shall be entered pro rata in the records of the relevant Clearing Systems;
or
(ii)
if the
Final Terms indicate that this Temporary Global Note is not intended to be a New Global Note,
details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two hereto
and the relevant space in Schedule Two hereto recording such exchange shall be signed by
or on behalf of the Issuer whereupon the nominal amount of this Temporary Global Note and
the Notes represented by this Temporary Global Note shall be reduced by the nominal amount
so exchanged. If, following the issue of a Permanent Global Note in exchange for
some of the Notes represented by this Temporary Global Note, further Notes represented by
this Temporary Global Note are to be exchanged pursuant to this paragraph, such exchange
may be effected, without the issue of a new Permanent Global Note, by the Issuer or its agent
endorsing Schedule Two of the Permanent Global Note previously issued to reflect an increase
in the aggregate nominal amount of the Permanent Global Note which would otherwise have been
issued on such exchange.
Until
the exchange of the whole of this Temporary Global Note as aforesaid, the bearer hereof shall in all respects (except as otherwise provided
in this Temporary Global Note) be entitled to the same benefits as if it were bearer of Definitive Bearer Notes, and the relative Coupons
and Talons in the form set out in Appendices B-3, B-4 and B-5, respectively, to the Agency Agreement.
Accordingly,
except as ordered by a court of competent jurisdiction or as required by law or applicable regulation, the Issuer and any Paying Agent
may deem and treat the bearer hereof as the absolute owner of this Temporary Global Note for all purposes (whether or not this Temporary
Global Note shall be overdue and notwithstanding any notice of ownership or writing hereon or notice of any previous loss or theft or
trust or other interest herein). In the event that this Temporary Global Note (or any part of it) has become due and repayable
in accordance with Condition 9 and payment in full of the amount due has not been made to the
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125
bearer in accordance
with the provisions set out above then this Temporary Global Note will become void at 8:00 p.m. (London time) on such day and the bearer
will have no further rights under this Temporary Global Note (but without prejudice to the rights which the bearer or any other person
may have under Clause 31 of the Agency Agreement in respect of the Notes issued under the Programme Agreement pursuant to which this
Temporary Global Note is issued).
This
Temporary Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed
in accordance with, English law.
This
Temporary Global Note shall not be valid unless authenticated by the Agent and, if the Final Terms indicate that this Temporary Global
Note is intended to be a New Global Note (i) which is intended to be held in a manner which would allow Eurosystem eligibility, or (ii)
in respect of which the Issuer has notified the Agent that effectuation is to be applicable, effectuated by the entity appointed as common
safekeeper by the relevant Clearing Systems. This Temporary Global Note may be duly executed on behalf of the Issuer by manual
or facsimile signature.
Page
126
IN
WITNESS WHEREOF
, the Issuer has caused this Temporary Global Note to be duly executed on its behalf.
Dated
7
[TOYOTA MOTOR FINANCE (NETHERLANDS)
B.V.]
By: _________________ By: _________________
Authorised Signatory Authorised Signatory
[TOYOTA CREDIT CANADA INC.]
[TOYOTA FINANCE AUSTRALIA LIMITED]
[TOYOTA MOTOR CREDIT CORPORATION]
By: _________________
Authorised Signatory
Authenticated by
The Bank of New York Mellon
By: ________________________
Authorised Signatory
8
Effectuated without recourse,
warranty or liability by:
[
insert name of common safekeeper
]
as common safekeeper
By: ________________________
___________________
7
Delete all but the relevant Issuer.
8
This should only be completed where the Final Terms indicate that this Temporary Global Note is intended
to be a New Global Note.
Page
127
SCHEDULE
ONE
*
INTEREST PAYMENTS
Interest
Payment Date
Date of Payment
Total Amount of Interest
Payable
Amount of Interest Paid
Confirmation of payment
by or on behalf of the Issuer
First
Second
[continue numbering
until the appropriate number of interest payment dates for the particular Series of Notes is reached.]
______________________
*
Schedule One should be completed where the Final Terms indicate that this Temporary Global Note is not
intended to be a New Global Note.
Page
128
SCHEDULE
TWO
*
SCHEDULE OF EXCHANGES
FOR NOTES REPRESENTED BY A PERMANENT GLOBAL NOTE OR DEFINITIVE BEARER NOTES OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS
The
following exchanges of a part of this Temporary Global Note for Notes represented by a Permanent Global Note or Definitive Bearer Notes
or redemptions or purchases and cancellation of this Temporary Global Note have been made:
Date of exchange, or redemption
or purchase and cancellation
Part of nominal amount of
this Temporary Global Note exchanged for Notes represented by a Permanent Global Note or Definitive Bearer Notes or redeemed or purchased
and cancelled
Remaining nominal amount
of this Temporary Global Note following such exchange, or redemption or purchase and cancellation
Notation made by or on behalf
of the Issuer
___________________
*
Schedule Two should only be completed where the Final Terms indicates that this Temporary Global Note
is not intended to be a New Global Note.
Page
129
APPENDIX
B-2
FORM OF PERMANENT GLOBAL NOTE
[ANY UNITED
STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]
1
[BY ACCEPTING
THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN
SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR
ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND
THE REGULATIONS THEREUNDER).]
2
3
[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.
(a private company incorporated with limited liability under the laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands)]
[TOYOTA CREDIT
CANADA INC.
(a company incorporated with limited liability under the Canada Business Corporations Act)]
[TOYOTA FINANCE
AUSTRALIA LIMITED
(ABN 48 002 435 181, a company registered in New South Wales and incorporated with limited liability in Australia)]
[TOYOTA MOTOR
CREDIT CORPORATION
(a company incorporated with limited liability in California, United States)]
PERMANENT GLOBAL
NOTE
representing
[Specified Currency and Nominal Amount of Series]
NOTES DUE [Year of Maturity]
Series No. [
]
___________________
1
Use this legend in the case of Notes issued by TMF, TCCI or TFA with an initial maturity of more than
183 days (taking into consideration unilateral rights to roll or extend) unless the applicable Final Terms specify TEFRA C.
2
Use this legend in the case of Notes with an initial maturity of 183 days or less (taking into consideration
unilateral rights to roll or extend), have a minimum denomination of $500,000 (or the equivalent amount in any other currency determined
at the spot rate on the date of issue) and, as specified in the applicable Final Terms, are intended to satisfy the requirements of Section
1.6049-5(b)(10) of U.S. Treasury Regulations.
3
Delete all but the relevant Issuer.
Page
130
The
Notes represented by this Permanent Global Note have been admitted to the Official List and admitted to trading on the London Stock Exchange
plc’s Regulated Market.
4
This
Global Note is a Permanent Global Note in respect of a duly authorised issue of [Specified Currency and Nominal Amount of Tranche] [Specified
Currency and Nominal Amount of Series] Notes Due [Year of Maturity] (the
Notes
) of [Specified Currency and Specified Denomination]
each of
5
[Toyota Motor Finance (Netherlands) B.V.] [Toyota Credit Canada Inc.] [Toyota Finance Australia Limited] [Toyota
Motor Credit Corporation] (the
Issuer
). References herein to the Conditions shall be to the Terms and Conditions of
the Notes (the
Conditions
) as set out in Appendix A to the Agency Agreement (as defined below) as modified and supplemented by
Part A of the Final Terms relating to the Notes (which are attached hereto) and, in the event of any conflict between the provisions
of the Conditions and the information set out in the Final Terms, the latter shall prevail. Words and expressions defined
in the Conditions and the Final Terms and not otherwise defined herein shall have the same meanings when used in this Permanent Global
Note.
This
Permanent Global Note is issued subject to, and with the benefit of, the Conditions and the Agency Agreement dated 12 September 2014
(the
Agency Agreement
, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented
and/or restated from time to time), between Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia
Limited, Toyota Motor Credit Corporation and The Bank of New York Mellon (the
Agent
); provided, however, that references to the
Conditions shall mean the Conditions in effect on the date of issue of the Temporary Global Note that originally represented this Permanent
Global Note.
This
Permanent Global Note is to be held by a common depositary (or, if the Final Terms indicate that this Permanent Global Note is intended
to be a New Global Note, a common safekeeper) for Euroclear Bank SA/NV (
Euroclear
), Clearstream Banking,
société
anonyme
(
Clearstream, Luxembourg
) and/or such other relevant clearing agency as is specified in the Final Terms on behalf
of account holders which have the Notes represented by this Permanent Global Note credited to their respective securities accounts therewith
from time to time.
For
value received, the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer hereof on the Maturity Date,
and/or on such earlier date(s) as all or any of the Notes represented by this Permanent Global Note may become due and repayable in accordance
with the Conditions, the amount payable under the Conditions in respect of the Notes then represented by this Permanent Global Note on
each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Permanent Global
Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, upon (if the Final
Terms indicate that this Permanent Global Note is not intended to be a New Global Note) presentation and, at maturity, surrender of this
Permanent Global Note to or to the order of the Agent at the principal office of the Agent in London, or at the offices of any of the
other paying agents located outside of the United States of America, its territories and possessions, any State of the United States
and the District of Columbia (except as provided in the Conditions) from time to time appointed by the Issuer in respect of the Notes,
but in each case subject to the requirements as to certification provided herein. Any moneys paid by the Issuer to the Agent
for the payment of principal or interest on any Notes and remaining unclaimed at the end of one year after such principal or interest
shall have become due and payable (whether at maturity, upon call for redemption or otherwise) shall
___________________
4
Delete in the case of all Notes other than Notes admitted to trading on the London Stock Exchange’s
Regulated Market, or add reference to other Stock Exchange, if applicable.
5
Delete all but the relevant Issuer.
Page
131
then be repaid
to the Issuer and upon such repayment all liability of the Agent with respect thereto shall thereupon cease, without, however, limiting
in any way any obligation the Issuer may have to pay the principal of or interest on this Permanent Global Note as the same shall become
due.
If
the Final Terms indicate that this Permanent Global Note is intended to be a New Global Note, the nominal amount of Notes represented
by this Permanent Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear and Clearstream,
Luxembourg (together, the
relevant Clearing Systems
). The records of the relevant Clearing Systems (which expression
in this Permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of
such customer’s interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Permanent
Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the
bearer upon request) stating the nominal amount of Notes represented by this Permanent Global Note at any time shall be conclusive evidence
of the records of the relevant Clearing System at that time.
If
the Final Terms indicate that this Permanent Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented
by this Permanent Global Note shall be the aggregate nominal amount stated in the Final Terms or, if lower, the nominal amount most recently
entered by or on behalf of the Issuer in the relevant column in Schedule Two hereto.
On
any redemption of, or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by
this Permanent Global Note, the Issuer shall procure that:
(i)
if the Final
Terms indicate that this Permanent Global Note is intended to be a New Global Note, details
of such redemption, payment or purchase and cancellation (as the case may be) shall be entered
pro rata in the records of the relevant Clearing Systems and, upon any such entry being made,
the nominal amount of the Notes recorded in the records of the relevant Clearing Systems
and represented by this Permanent Global Note shall be reduced by the aggregate nominal amount
of the Notes so redeemed or purchased and cancelled; or
(ii)
if the
Final Terms indicate that this Permanent Global Note is not intended to be a New Global Note,
details of such redemption, payment or purchase and cancellation (as the case may be) shall
be entered by or on behalf of the Issuer in Schedule Two hereto and the relevant space in
Schedule Two hereto recording any such redemption, payment or purchase and cancellation (as
the case may be) shall be signed by or on behalf of the Issuer. Upon any such
redemption or purchase and cancellation, the nominal amount of this Permanent Global Note
and the Notes represented by this Permanent Global Note shall be reduced by the aggregate
nominal amount of such Notes so redeemed or purchased and cancelled.
Payments
due in respect of Notes for the time being represented by this Permanent Global Note shall be made to the bearer of this Permanent Global
Note and each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries
referred to above shall not affect such discharge.
Page
132
If
the Notes represented by this Permanent Global Note were, on issue, represented by a Temporary Global Note then on any exchange of any
such Temporary Global Note for this Permanent Global Note or any part of it, the Issuer shall procure that:
(i)
if the Final
Terms indicate that this Permanent Global Note is intended to be a New Global Note, details
of such exchange shall be entered in the records of the relevant Clearing Systems; or
(ii)
if the
Final Terms indicate that this Permanent Global Note is not intended to be a New Global Note,
details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two hereto
and the relevant space in Schedule Two hereto recording any such exchange shall be signed
by or on behalf of the Issuer. Upon any such exchange, the nominal amount of this
Permanent Global Note and the Notes represented by this Permanent Global Note shall be increased
by the nominal amount of the Notes so exchanged.
6
[For
the purposes only of the Interest Act (Canada), in respect of Fixed Rate Notes the nominal yearly rate of interest which is equivalent
to the Fixed Rate of Interest per annum, computed on the basis of a year of 360 days consisting of 12 months of 30 days each, for any
period of less than one year may be calculated by multiplying the Fixed Rate of Interest by a fraction of which: (a) the numerator is
the product of (i) the actual number of days in a year commencing on and including the first day of such period and ending on but not
including the corresponding day in the next calendar year and (ii) the sum of (y) the product of 30 and the number of complete months
elapsed in such period and (z) the number of days elapsed in any incomplete month in such period treating all calendar months as having
30 days; and (b) the denominator is the product of 360 and the actual number of days in such period (including the first but excluding
the last, such day). For the purposes only of the Interest Act (Canada), in respect of Floating Rate Notes the nominal yearly
rate of interest which is equivalent to the Rate of Interest per annum for any Specified Period (as defined in the Final Terms) calculated
on the basis of a year of 365 or 360 days may be calculated by multiplying such Rate of Interest by a fraction of which the numerator
is the actual number of days in a year commencing on and including the first day of such Specified Period and ending on but not including
the corresponding day in the next calendar year and the denominator is 365 or 360, as the case may be.]
In
certain circumstances further notes may be issued which are intended on issue to be consolidated and form a single Series with the Notes. In
such circumstances the Issuer shall procure that:
(i)
if the Final
Terms indicate that this Permanent Global Note is intended to be a New Global Note, details
of such further notes shall be entered in the records of the relevant Clearing Systems; or
(ii)
if the
Final Terms indicate that this Permanent Global Note is not intended to be a New Global Note,
details of such further notes shall be entered by or on behalf of the Issuer in Schedule
Two and the relevant space in Schedule Two recording such further notes shall be signed by
or on behalf of the Issuer, whereupon the nominal amount of this Permanent Global Note and
the Notes
______________________
6
Delete if the Issuer is Toyota Motor Finance (Netherlands) B.V., Toyota Finance Australia Limited or Toyota
Motor Credit Corporation.
Page
133
represented
by this Permanent Global Note shall be increased by the nominal amount of any such further notes so issued.
This
Permanent Global Note may (under the circumstances set forth in the Conditions and the Final Terms) be exchanged, in whole, but not in
part, for Definitive Bearer Notes and (if applicable) Coupons and Talons in or substantially in the forms set out in Appendices B-3,
B-4 and B-5, respectively, of the Agency Agreement (on the basis that all appropriate details have been included on the face of such
Definitive Bearer Notes and (if applicable) Coupons and Talons and the Final Terms (or the relevant provisions of the Final Terms) have
been either endorsed on or attached to such Definitive Bearer Notes) in denominations of [Specified Currency and Specified Denomination]
each upon either, as specified in the Final Terms:
(a)
upon not
less than 60 days’ written notice being given to the Agent by the relevant Clearing
Systems acting on the instructions of any holder of an interest in this Permanent Global
Note; or
(b)
only upon
the occurrence of an Exchange Event; or
(c)
at any time
at the request of the Issuer.
An
Exchange
Event
means:
(i)
an Event
of Default (as defined in Condition 9) has occurred and is continuing; or
(ii)
the Issuer
has been notified that both Euroclear and Clearstream, Luxembourg (or any other agreed clearing
system in which this Permanent Global Note is being held) have been closed for business for
a continuous period of 14 days (other than by reason of holiday, statutory or otherwise)
or have announced an intention permanently to cease business or have in fact done so and,
as a result, Euroclear and Clearstream, Luxembourg or such other agreed clearing system in
which this Permanent Global Note is being held are no longer willing or able to discharge
properly their responsibilities with respect to this Permanent Global Note and the Agent
and the Issuer are unable to locate a qualified successor; or
(iii)
the Issuer
has or will become subject to adverse tax consequences which would not be suffered were the
Notes represented by this Permanent Global Note in definitive form.
If
this Permanent Global Note is exchangeable following the occurrence of an Exchange Event:
(A)
the Issuer
will promptly give notice to Noteholders in accordance with Condition 16 if an Exchange Event
occurs; and
(B)
in the event
of the occurrence of any Exchange Event, one or more of the relevant Clearing Systems (acting
on the instructions of any holder of an interest in this Permanent Global Note) may give
notice to the Agent requesting exchange and, in the event of the occurrence of an Exchange
Event as described in (iii) above, the Issuer may also give notice to the Agent requesting
exchange. Any such exchange shall occur not later than 45 days after the date
of receipt of the first relevant notice by the Agent.
Page
134
The
exchange, if any, will be made upon presentation of this Permanent Global Note by the bearer hereof on any day (other than a Saturday
or a Sunday) on which banks are open for general business in London at the principal office of the Agent in London; provided, however,
the first notice given to the Agent by Euroclear, Clearstream, Luxembourg and/or such other relevant clearing agency or the Issuer shall
give rise to the issue of Definitive Bearer Notes for the total amount of Notes represented by this Permanent Global Note. The
aggregate nominal amount of Definitive Bearer Notes issued upon an exchange of this Permanent Global Note will be equal to the aggregate
nominal amount of this Permanent Global Note submitted by the bearer hereof for exchange (to the extent that such nominal amount does
not exceed the aggregate nominal amount of this Permanent Global Note, as adjusted, as shown in Schedule Two hereto if the Final Terms
indicate that this Permanent Global Note is not intended to be a New Global Note, or in the records of the relevant Clearing Systems
if the applicable Final Terms indicate that this Permanent Global Note is intended to be a New Global Note). On an exchange
of this Permanent Global Note, this Permanent Global Note shall be surrendered to or to the order of the Agent.
Until
the exchange of the whole of this Permanent Global Note as aforesaid, the bearer hereof shall in all respects (except as otherwise provided
in this Permanent Global Note) be entitled to the same benefits as if it were the bearer of Definitive Bearer Notes, and the relative
Coupons and Talons in the form set out in Appendices B-3, B-4 and B-5, respectively, to the Agency Agreement.
Accordingly,
except as ordered by a court of competent jurisdiction or as required by law or applicable regulation, the Issuer and any Paying Agent
may deem and treat the bearer hereof as the absolute owner of this Permanent Global Note for all purposes (whether or not this Permanent
Global Note shall be overdue and notwithstanding any notice of ownership or writing hereon or notice of any previous loss or theft or
trust or other interest herein). In the event that this Permanent Global Note (or any part of it) has become due and repayable
in accordance with Condition 9 and payment in full of the amount due has not been made to the bearer in accordance with the provisions
set out above then this Permanent Global Note will become void at 8:00 p.m. (London time) on such day and the bearer will have no further
rights under this Permanent Global Note (but without prejudice to the rights which the bearer or any other person may have under Clause
31 of the Agency Agreement in respect of the Notes issued under the Programme Agreement pursuant to which this Permanent Global Note
is issued).
This
Permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed
in accordance with, English law.
This
Permanent Global Note shall not be valid unless authenticated by the Agent and, if the Final Terms indicate that this Permanent Global
Note is intended to be a New Global Note (i) which is intended to be held in a manner which would allow Eurosystem eligibility, or (ii)
in respect of which the Issuer has notified the Agent that effectuation is to be applicable, effectuated by the entity appointed as common
safekeeper by the relevant Clearing Systems. This Permanent Global Note may be duly executed on behalf of the Issuer by manual
or facsimile signature.
Page
135
IN
WITNESS WHEREOF
, the Issuer has caused this Permanent Global Note to be duly executed on its behalf.
Dated
7
[TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.]
By: _________________ By: _________________
Authorised Signatory Authorised Signatory
[TOYOTA CREDIT CANADA INC.]
[TOYOTA FINANCE AUSTRALIA LIMITED]
[TOYOTA MOTOR CREDIT CORPORATION]
By: _________________
Authorised Signatory
Authenticated by
The Bank of New York Mellon
By: ________________________
Authorised Signatory
8
Effectuated without recourse,
warranty or liability by:
[
insert name of common safekeeper
]
as common safekeeper
By: ________________________
___________________
7
Delete all but the relevant Issuer.
8
This should only be completed where the Final Terms indicate that this Permanent Global Note is intended
to be a New Global Note.
Page
136
SCHEDULE
ONE
*
INTEREST PAYMENTS
Interest
Payment Date
Date of Payment
Total Amount of Interest
Payable
Amount of Interest Paid
Confirmation of payment
by or on behalf of the Issuer
First
Second
[continue numbering
until the appropriate number of interest payment dates for the particular Series of Notes is reached]
______________________
*
Schedule One should only be completed where the Final Terms indicate that this Permanent Global Note is
not intended to be a New Global Note.
Page
137
SCHEDULE
TWO
*
SCHEDULE OF EXCHANGES OF A TEMPORARY
GLOBAL NOTE AND FOR DEFINITIVE BEARER NOTES
OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS
The
following increases of this Permanent Global Note, exchanges of this Permanent Global Note for Definitive Bearer Notes or redemptions
or purchases and cancellations of this Permanent Global Note have been made:
Date of
exchange, or redemption or purchase and cancellation
Increase
in nominal amount of this Permanent Global Note due to exchanges of a Temporary Global Note for this Permanent Global Note
Part of nominal amount of this Permanent Global Note exchanged for Definitive Bearer Notes or redeemed or purchased and cancelled
Remaining
amount payable under this Permanent Global Note following such exchange, or redemption or purchase and cancellation
Notation
made by or on behalf of the Issuer
______________________
*
Schedule Two should only be completed where the applicable Final Terms indicates that this Permanent Global
Note is not intended to be a New Global Note.
Page
138
APPENDIX
B-3
FORM OF DEFINITIVE BEARER NOTE
[ANY UNITED
STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]
1
[BY ACCEPTING
THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN
SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR
ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND
THE REGULATIONS THEREUNDER).]
2
3
[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.
(a private company incorporated with limited liability under the laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands)]
[TOYOTA CREDIT
CANADA INC.
(a company incorporated with limited liability under the Canada Business Corporations Act)]
[TOYOTA FINANCE
AUSTRALIA LIMITED
(ABN 48 002 435 181, a company registered in New South Wales and incorporated with limited liability in Australia)]
[TOYOTA MOTOR
CREDIT CORPORATION
(a company incorporated with limited liability in California, United States)]
DEFINITIVE BEARER
NOTE
representing
[Specified Currency and Nominal Amount of Series]
NOTES DUE [Year of Maturity]
Series No. [
]
___________________
1
Use this legend in the case of Notes issued by TMF, TCCI or TFA with a maturity of more than 183 days
(taking into consideration unilateral rights to roll or extend).
2
Use this legend in the case of Notes with a maturity of 183 days or less (taking into consideration unilateral
rights to roll or extend), have a minimum denomination of $500,000 (or the equivalent amount in any other currency determined at the spot
rate on the date of issue) and, as specified in the applicable Final Terms, are intended to satisfy the requirements of Section 1.6049-5(b)(10)
of U.S. Treasury Regulations.
3
Delete all but the relevant Issuer.
Page
139
This
Note has been admitted to the Official List and admitted to trading on the London Stock Exchange plc’s Regulated Market.
4
This
Note is one of a duly authorised issue of notes of [Specified Currency and Nominal Amount of Series] (the
Notes
) each of
5
[Toyota
Motor Finance (Netherlands) B.V.] [Toyota Credit Canada Inc.] [Toyota Finance Australia Limited] [Toyota Motor Credit Corporation] (the
Issuer
). References herein to the Conditions shall be to the Terms and Conditions of the Notes (the
Conditions
)
as set out in Appendix A to the Agency Agreement (as defined below) as modified and supplemented by Part A of the Final Terms (which
are reproduced on the reverse hereof) and, in the event of any conflict between the provisions of the Conditions and the information
set out in the Final Terms, the latter shall prevail. Words and expressions defined in the Conditions and the Final Terms
and not otherwise defined herein shall have the same meanings when used in this Definitive Bearer Note.
This
Note is issued subject to, and with the benefit of, the Conditions and the Agency Agreement dated 12 September 2014 (the
Agency Agreement
,
which expression shall be construed as a reference to that agreement as the same may be amended, supplemented and/or restated from time
to time), between Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited, Toyota Motor
Credit Corporation and The Bank of New York Mellon (the
Agent
); provided, however, that references to the Conditions shall mean
the Conditions in effect on the date of issue of the Temporary Global Note that originally represented this Note.
For
value received, the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer hereof on the Maturity Date,
and/or on such earlier date(s) as this Note may become due and repayable in accordance with the Conditions, the amount payable under
the Conditions in respect of this Note on each such date and to pay interest (if any) on this Note calculated and payable as provided
in the Conditions together with any other sums payable under the Conditions.
6
[For
the purposes only of the Interest Act (Canada), in respect of Fixed Rate Notes the nominal yearly rate of interest which is equivalent
to the Fixed Rate of Interest per annum, computed on the basis of a year of 360 days consisting of 12 months of 30 days each, for any
period of less than one year may be calculated by multiplying the Fixed Rate of Interest by a fraction of which: (a) the numerator is
the product of (i) the actual number of days in a year commencing on and including the first day of such period and ending on but not
including the corresponding day in the next calendar year and (ii) the sum of (y) the product of 30 and the number of complete months
elapsed in such period and (z) the number of days elapsed in any incomplete month in such period treating all calendar months as having
30 days; and (b) the denominator is the product of 360 and the actual number of days in such period (including the first but excluding
the last, such day). For the purposes only of the Interest Act (Canada), in respect of Floating Rate Notes the nominal yearly
rate of interest which is equivalent to the Rate of Interest per annum for any Specified Period (as defined in the Final Terms) calculated
on the basis of a year of 365 or 360 days may be calculated by multiplying such Rate of Interest by a fraction of which the numerator
is the actual number of days in a year commencing on and including the first day of such Specified Period and ending on but not including
the
______________________
4
Delete in the case of all Notes other than Notes admitted to trading on the London Stock Exchange’s
Regulated Market, or add reference to other Stock Exchange, if applicable.
5
Delete all but the relevant Issuer.
6
Delete if the Issuer is Toyota Motor Finance (Netherlands) B.V., Toyota Finance Australia Limited or Toyota
Motor Credit Corporation.
Page
140
corresponding day
in the next calendar year and the denominator is 365 or 360, as the case may be.]
Title
to this Note and to any Coupon or Talon appertaining hereto shall pass by delivery. The Issuer may treat the bearer hereof
as the absolute owner of this Note for all purposes (whether or not this Note shall be overdue and notwithstanding any notation of ownership
or writing hereon or notice of any previous loss or theft or trust or other interest herein).
This
Note shall not be validly issued unless authenticated by the Agent.
This
Note may be duly executed on behalf of the Issuer by manual or facsimile signature.
IN WITNESS WHEREOF
,
the Issuer has caused this Note to be duly executed on its behalf.
Dated
7
[TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.]
By: _________________ By: _________________
Authorised Signatory Authorised Signatory
[TOYOTA CREDIT CANADA INC.]
[TOYOTA FINANCE AUSTRALIA LIMITED]
[TOYOTA MOTOR CREDIT CORPORATION]
By: _________________
Authorised Signatory
[Authenticated by
The Bank of New York Mellon]
By: ________________________
Authorised Signatory
[Reverse
Of Note – Terms And Conditions]
[Terms
and Conditions to be as set out in Appendix A to the Agency Agreement or in such other form as may be agreed between the relevant Issuer,
the Agent and the relevant Purchaser(s)]
[Endorsed
on or attached to the Terms and Conditions is to be the applicable Final Terms]
___________________
7
Delete all but the relevant Issuer.
Page
141
APPENDIX
B-4
FORM OF COUPON
(Face of Coupon)
1
[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]
[TOYOTA CREDIT CANADA INC.]
[TOYOTA FINANCE AUSTRALIA LIMITED
(ABN 48 002 435 181)]
[TOYOTA MOTOR CREDIT CORPORATION]
[Specified Currency
and Nominal Amount of Series]
NOTES DUE [Year of Maturity]
Series No. [ ]
Part A
[
For Fixed
Rate Notes:
This Coupon is payable to bearer, separately
negotiable and subject to the Terms and Conditions of the said Notes to which it appertains.]
Coupon No. [ ]
Coupon for [ ]
due on [ ]
[20[ ]]
Part B
[
For Floating
Rate, Dual Currency and Index Linked Interest Notes:
Coupon for the amount due in accordance
with the Terms and Conditions of the Notes to which it appertains. This Coupon is payable to bearer, separately negotiable
and subject to such Terms and Conditions, under which it may become void before its due date.]
Coupon No. [ ]
Coupon due in [ ]
[20[ ]]
ANY UNITED STATES
PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
______________________
1
Delete all but the relevant Issuer.
Page
142
(Reverse of Coupon)
AGENT
The Bank of New
York Mellon
160 Queen Victoria Street
London EC4V 4LA
and/or such other
or further Agent and other or further Paying Agents and/or specified offices as may from time to time be duly appointed by the Issuer
and notice of which has been given to the Noteholders.
Page
143
APPENDIX
B-5
FORM OF TALON
(On the front)
ANY UNITED STATES
PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
1
[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]
[TOYOTA CREDIT CANADA INC.]
[TOYOTA FINANCE AUSTRALIA LIMITED
(ABN 48 002 435 181)]
[TOYOTA MOTOR CREDIT CORPORATION]
[Specified Currency
and Nominal Amount of Series]
NOTES DUE [Year of Maturity]
Series No. [ ]
On
and after [ ] further Coupons [and a further Talon]
2
appertaining
to the Note to which this Talon appertains will be issued at the specified office of any of the Paying Agents set out on the reverse
hereof (and/or any other or further Paying Agents and/or specified offices as may from time to time be duly appointed and notified to
the Noteholders) upon production and surrender of this Talon.
This
Talon may, in certain circumstances, become void under the Terms and Conditions endorsed on the Notes to which this Talon appertains.
[TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.]
By: _________________ By: _________________
Authorised Signatory Authorised Signatory
[TOYOTA CREDIT CANADA INC.]
[TOYOTA FINANCE AUSTRALIA LIMITED]
[TOYOTA MOTOR CREDIT CORPORATION]
By: _________________
Authorised Signatory
___________________
1
Delete all but the relevant Issuer.
2
Not required on last Coupon sheet.
Page
144
(Reverse of Talon)
AGENT
The Bank of New
York Mellon
160 Queen Victoria Street
London EC4V 4LA
and/or such other
or further Agent and other or further Paying Agents and/or specified offices as may from time to time be duly appointed by the Issuer
and notice of which has been given to the Noteholders.
Page
145
Appendix C
FORM
OF CALCULATION AGENCY AGREEMENT
Dated ____________,
20__
[TOYOTA MOTOR
FINANCE (NETHERLANDS) B.V.]
[TOYOTA CREDIT CANADA INC.]
[TOYOTA FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)]
[TOYOTA MOTOR CREDIT CORPORATION]
and
[INSERT NAME OF CALCULATION AGENT]
€60,000,000,000
Euro Medium Term
Note Programme
established by
Toyota Motor
Finance (Netherlands) B.V., Toyota Credit Canada Inc.,
Toyota Finance Australia Limited (ABN 48 002 435 181) and
Toyota Motor
Credit Corporation
CALCULATION AGENCY
AGREEMENT
Page
146
[TOYOTA MOTOR
FINANCE (NETHERLANDS) B.V.]
[TOYOTA CREDIT CANADA INC.]
[TOYOTA FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)]
[TOYOTA MOTOR CREDIT CORPORATION]
€60,000,000,000
Euro Medium Term
Note Programme
established by
Toyota Motor
Finance (Netherlands) B.V., Toyota Credit Canada Inc.,
Toyota Finance Australia Limited (ABN 48 002 435 181) and
Toyota Motor
Credit Corporation
CALCULATION AGENCY
AGREEMENT
THIS AGREEMENT
is made on __________, 20__
BETWEEN
:
(1)
[
TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.
of World Trade Center Amsterdam, Tower One, Level 26,
Zuidplein 218, 1077 XV Amsterdam, the Netherlands (the
Issuer
);]
[
TOYOTA
CREDIT CANADA INC.
of 80 Micro Court, Suite 200, Markham, Ontario L3R 9Z5, Canada (the
Issuer
);]
[
TOYOTA
FINANCE AUSTRALIA LIMITED
(ABN 48 002 435 181) of Level 7, Grosvenor Place, 225 George Street, Sydney NSW 2000, Australia (the
Issuer
);]
[
TOYOTA
MOTOR CREDIT CORPORATION
of 6565 Headquarters Drive, Mailstop W2–3D, Plano, Texas 75024–5965, United States (the
Issuer)
;]
and
(2)
[name of calculation
agent] of [
·
] (the
Calculation Agent
,
which expression shall include its successor or successors for the time being as calculation
agent hereunder).
WHEREAS
:
A.
The Issuer has
entered into the Amended and Restated Programme Agreement with certain dealers and others
dated 11 September 2026 under which the Issuer may issue Euro Medium Term Notes (
Notes
)
with an aggregate nominal amount of up to €60,000,000,000 (or its equivalent in other
currencies) outstanding at any time which remain outstanding.
B.
The Notes will
be issued subject to, and with the benefit of, an Amended and Restated Agency Agreement dated
11 September 2026 (the
Agency Agreement
, which expression shall be construed as a
reference to that agreement as the same may be amended, supplemented and/or restated from
time to time) between,
inter alia
, the Issuer and The Bank of New York Mellon, acting
through its London branch (the
Agent
, which expression shall include its successor
or successors for the time being under the Agency Agreement, and the
Paying Agent
,
which expression shall include any additional or successor paying agent appointed under the
Agency Agreement and
Paying Agent
shall mean any of the Agent or the Paying Agents
so appointed).
Page
147
NOW IT IS HEREBY
AGREED
that:
(1)
APPOINTMENT OF THE CALCULATION
AGENT
The Issuer
hereby appoints [name of calculation agent] as Calculation Agent in respect of the Notes listed in the Schedule hereto which are for
the time being outstanding (the
Relevant Notes
) for the purposes set out in Clause 2 below, all upon terms and conditions hereinafter
mentioned. The agreement of the parties that this Agreement is to apply to each Series of Relevant Notes shall be evidenced
by the manuscript annotation and signature in counterpart of the Schedule.
(2)
DUTIES OF CALCULATION AGENT
The Calculation
Agent shall in relation to each series of Relevant Notes (each a
Series
) perform all the functions and duties imposed on the Calculation
Agent by the terms and conditions of the relevant Series (the
Conditions
). Without limiting the foregoing, the Calculation
Agent shall calculate, to the extent applicable, the Rate of Interest, Interest Amount, Interest Payment Date, principal and all other
amounts, rates and dates which are required to be determined or calculated under the Conditions for the Relevant Notes and shall communicate
such calculations to the Issuer and the Agent as soon as practicable after such calculations are determined, but in any event, within
time periods sufficient to enable the Agent to publish the results of such determinations in accordance with the terms of the Agency
Agreement. In addition, the Calculation Agent agrees that it will provide a copy of all calculations made by it which affect
the nominal amount outstanding of any Relevant Notes which are identified on the Schedule as being New Global Notes to the Agent to the
contact details set out in the signature page hereof.
(3)
EXPENSES
Except
as provided in Clause 4 below, the Calculation Agent shall bear all expenses incurred by it in connection with its said services.
(4)
INDEMNITY
(a)
The Issuer
shall indemnify and keep indemnified the Calculation Agent against any losses, liabilities,
costs, claims, actions or demands (including, but not limited to, all reasonable costs, legal
fees, charges and expenses paid or incurred by the Calculation Agent in disputing or defending
any of the foregoing) which the Calculation Agent may incur or which may be made against
it (excluding consequential losses and losses of profit) as a result of or in connection
with its appointment or the exercise of its powers and duties under this Agreement except
such as may result from its own wilful default, negligence or bad faith or that of its officers,
directors or employees or any of them, or the breach by it of the terms of this Agreement.
(b)
The Calculation
Agent shall indemnify and keep indemnified the Issuer against any losses, liabilities, costs,
claims, actions or demands (including, but not limited to, all reasonable costs, legal fees,
charges and expenses paid or incurred by the Issuer in disputing or defending any of the
foregoing) which the Issuer may incur or which may be made against it (excluding consequential
losses and losses of profit) as a result of or in connection with the breach by the Calculation
Agent of the terms of this Agreement or its wilful default,
Page
148
negligence
or bad faith or that of its officers, directors or employees or any of them.
(5)
CONDITIONS OF APPOINTMENT
(a)
In acting
hereunder in connection with the Relevant Notes, the Calculation Agent shall act solely as
agent of the Issuer and shall not thereby assume any obligations towards or relationship
of agency or trust for or with any of the owners or holders of the Relevant Notes or coupons
(if any) appertaining thereto (the
Coupons
).
(b)
In relation
to each Series, the Calculation Agent shall be obliged to perform such duties and only such
duties as are herein and in the Conditions specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Conditions against the Calculation Agent
other than the duty to act honestly and in good faith and to exercise the diligence of a
reasonably prudent agent in comparable circumstances.
(c)
The Calculation
Agent may consult with legal and other professional advisers and the opinion of such advisers
shall be full and complete protection in respect of any action taken, omitted or suffered
hereunder in good faith and in accordance with the opinion of such advisers.
(d)
The Calculation
Agent shall be protected and shall incur no liability for or in respect of any action taken,
omitted or suffered in reliance upon any instruction, request or order from the Issuer or
the Agent, or any notice, resolution, direction, consent, certificate, affidavit, statement,
cable or other paper or document which it reasonably believes, after making reasonable investigation
of the same, to be genuine and to have been delivered, signed or sent by the proper party
or parties or upon written instructions from the Issuer.
(e)
The Calculation
Agent, and any of its officers, directors and employees, may become the owner of, or acquire
any interest in, any Notes or Coupons (if any) with the same rights that it or he or she
would have if the Calculation Agent were not appointed hereunder, and may engage or be interested
in any financial or other transaction with the Issuer and may act on, or as depositary, trustee
or agent for, any committee or body of holders of Notes or Coupons (if any) or other obligations
of the Issuer as freely as if the Calculation Agent were not appointed hereunder.
(6)
TERMINATION OF APPOINTMENT
(a)
The Issuer
may terminate the appointment of the Calculation Agent at any time by giving to the Calculation
Agent and the Agent at least 90 days’ prior written notice to that effect, provided
that, so long as any of the Relevant Notes is outstanding, (i) such notice shall not expire
less than 45 days before any date upon which any payment is due in respect of any Relevant
Notes and (ii) notice shall be given in accordance with Condition 16 to the holders of the
Relevant Notes at least 30 days prior to any removal of the Calculation Agent.
(b)
Notwithstanding
the provisions of Subclause 6(a) above, if at any time (i) the Calculation Agent becomes
incapable of action, or is adjudged bankrupt or insolvent, or files a voluntary petition
in bankruptcy or makes an assignment for the benefit of its creditors or consents to the
appointment of an
Page
149
administrator,
liquidator or administrative or other receiver of all or a substantial part of its property, or if an administrator, liquidator or administrative
or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or
meet its debts as they may become due or suspends payment thereof or if any order of any court is entered approving any petition filed
by or against it under the provisions of any applicable bankruptcy or insolvency law or if any public officer takes charge or control
of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (ii) the Calculation
Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may forthwith without
notice terminate the appointment of the Calculation Agent, in which event notice thereof shall be given to the holders of the Relevant
Notes in accordance with Condition 16 of the Relevant Notes as soon as practicable thereafter.
(c)
The termination
of the appointment pursuant to Subclause 6(a) or 6(b) above of the Calculation Agent hereunder
shall not entitle the Calculation Agent to any amount by way of compensation but will be
without prejudice to any amount then accrued and due.
(d)
The Calculation
Agent may resign its appointment hereunder at any time by giving to the Issuer and the Agent
at least 90 days’ prior written notice to that effect. Following receipt
of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice
thereof to the holders of the Relevant Notes in accordance with Condition 16 of the Relevant
Notes.
(e)
Notwithstanding
the provisions of Subclauses 6(a), 6(b) and 6(d) above, so long as any of the Relevant Notes
is outstanding, the termination of the appointment of the Calculation Agent (whether by the
Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon
the expiry of the relevant notice a successor Calculation Agent has been appointed. The
Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry
of any notice under Clause 6(d), the Issuer has not appointed a replacement Calculation Agent,
the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as Calculation
Agent in its place an investment bank which the Issuer shall approve (such approval not to
be unnecessarily withheld).
(f)
Any successor
Calculation Agent appointed hereunder shall execute and deliver to its predecessor and the
Issuer an instrument accepting appointment hereunder, and thereupon such successor Calculation
Agent, without further act, deed or conveyance, shall become vested with all the authority,
rights, powers, trusts, immunities, duties and obligations of such predecessor with like
effect as if originally named as the Calculation Agent hereunder.
(g)
If the appointment
of the Calculation Agent hereunder is terminated (whether by the Issuer or by the resignation
of the Calculation Agent), the Calculation Agent shall on the date on which such termination
takes effect deliver to the successor Calculation Agent all records concerning the Relevant
Notes maintained by it (except such documents and records as it is obliged by law or regulation
to retain or not to release), but shall have no other duties or responsibilities hereunder.
Page
150
(h)
Any corporation
into which the Calculation Agent for the time being may be merged or converted or any corporation
with which the Calculation Agent may be consolidated or any corporation resulting from any
merger, conversion or consolidation to which the Calculation Agent shall be a party shall,
to the extent permitted by applicable law, be the successor Calculation Agent under this
Agreement without the execution or filing of any paper or any further act on the part of
any of the parties hereto. Written notice of any such merger, conversion or consolidation
shall forthwith be given to the Issuer and the Agent by the Calculation Agent.
(i)
Upon the
termination of the appointment of the Calculation Agent, the Issuer shall use all reasonable
endeavours to appoint a further bank or investment bank as successor Calculation Agent.
(7)
NOTICES
Any notice
or communication given hereunder shall be sufficiently given or served:
(a)
if delivered
in person to the relevant address specified below and, if so delivered, shall be deemed to
have been delivered at time of receipt; or
(b)
if sent
by email to the relevant email address specified on the signature pages hereof (or to such
other address as is specified in writing and delivered to the relevant parties to this Agreement)
and, if so sent, shall be deemed to have been delivered at the time of confirmation by telephone:
The
Issuer
:
[
TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.
World Trade Center Amsterdam
Tower One, Level 26
Zuidplein 218
1077 XV Amsterdam
The Netherlands
[**]
[
TOYOTA
CREDIT CANADA INC.
80 Micro Court
Suite 200
Markham
Ontario L3R 9Z5
Canada
[**]
Page
151
[
TOYOTA
FINANCE AUSTRALIA LIMITED
Level 7
Grosvenor Place
225 George Street
Sydney NSW 2000
Australia
[**]
[
TOYOTA
MOTOR CREDIT CORPORATION
6565 Headquarters
Drive, Mailstop W2–3D
Plano
Texas 75024–5965
United States
[**]
The Calculation
Agent:
________________________
or to
such other address and/or email address of which notice in writing has been given to the parties hereto in accordance with the provisions
of this Clause 7.
(8)
DESCRIPTIVE HEADINGS
The descriptive
headings in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.
(9)
CONTRACTS (RIGHTS OF THIRD PARTIES)
ACT 1999
A person
who is not a party to this Agreement has no right by virtue of the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
(10)
COUNTERPARTS
This
Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an
original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement
by email attachment or telecopy shall be an effective mode of delivery.
(11)
GOVERNING LAW
(1)
This Agreement
and any non-contractual obligations arising out of or in connection with this Agreement shall
be governed by, and construed in accordance with, the laws of England.
(2)
The Issuer
hereby irrevocably agrees for the exclusive benefit of the Calculation Agent that the courts
of England are to have jurisdiction to settle any disputes which may arise out of or in connection
with this Agreement
Page
152
(including
a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement) and that accordingly any suit,
action or proceedings (together referred to as
Proceedings
) arising out of or in connection with this Agreement (including any
Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. The
Issuer hereby irrevocably waives any objection which it may have to the laying of the venue of any Proceedings in any such courts and
any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment
in any Proceedings brought in the English courts shall be conclusive and binding upon the Issuer and may be enforced in the courts of
any other jurisdiction. Nothing contained herein shall limit any right to take Proceedings against the Issuer in any other
court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings
in any other jurisdiction, whether concurrently or not. The Issuer hereby appoints Toyota Financial Services (UK) PLC of Great
Burgh, Burgh Heath, Epsom, Surrey KT18 5UZ, United Kingdom as its agent for service of process and agrees that, in the event of Toyota
Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for
service of process in England in respect of any Proceedings.
Page
153
IN
WITNESS WHEREOF
, this Agreement has been entered into as of the day and year first above written.
[
TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.
By:
________________________]
[
TOYOTA
CREDIT CANADA INC.
By: ________________________]
[
TOYOTA
FINANCE AUSTRALIA LIMITED
By: ________________________]
[
TOYOTA
MOTOR CREDIT CORPORATION
By: _________________________
Name:
Title:]
[
NAME
OF CALCULATION AGENT
]
By: ________________________
Page
154
SCHEDULE OF RELEVANT
NOTES
Series
Number
Issue
Date
Maturity
Date
Title
and Nominal Amount
New Global Note
[Yes/No]
Annotation
by Calculation Agent/the Issuer
Page
155
Appendix D
FORM
OF THE NOTES
Each
Tranche of Notes in bearer form will initially be issued in the form of a temporary global Note (a “
Temporary Global Note
”)
which will:
(i)
if the
global Notes are to be issued in new global note (“
NGN
”) form, as stated
in the applicable Final Terms, be delivered on or prior to the original issue date of the
Tranche to one of the international central securities depositaries as common safekeeper
(the “
Common Safekeeper
”) for Euroclear Bank SA/NV (“
Euroclear
”)
and Clearstream Banking S.A. (“
Clearstream, Luxembourg
”); and
(ii)
if the
global Notes are not to be issued in NGN form, as stated in the applicable Final Terms, be
delivered on or prior to the original issue date of the Tranche to a common depositary for
Euroclear and Clearstream, Luxembourg and/or a nominee for any other relevant clearing system
(as applicable),
without interest
coupons or talons.
Notes
(including Notes in registered form issued by TCCI or TMCC, as described below) may be issued in a form that permits them to be held
in a manner which will allow Eurosystem eligibility. Any indication in the applicable Final Terms that the Notes are to be
so held means that the Notes are to be deposited with the Common Safekeeper (and, in the case of Notes in registered form issued by TCCI
or TMCC, registered in the name of a nominee of the Common Safekeeper) and does not necessarily mean that the Notes will be recognised
as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or
all times during their life as such recognition depends upon satisfaction of the Eurosystem eligibility criteria. Any indication
in the applicable Final Terms that the Notes are not to be so held means that should the Eurosystem eligibility criteria be amended in
the future such that the Notes are capable of meeting such criteria, the Notes may then be deposited with the Common Safekeeper (and
in the case of Notes in registered form issued by TCCI or TMCC, registered in the name of a nominee of the Common Safekeeper) and does
not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations
by the Eurosystem at any time during their life as such recognition depends upon satisfaction of the Eurosystem eligibility criteria.
Where
the global Notes issued in respect of any Tranche are in NGN form, Euroclear and/or Clearstream, Luxembourg will be notified whether
such global Notes are intended to be held in a manner which would allow Eurosystem eligibility. If the global Note is a NGN,
the nominal amount of the Notes represented by such global Notes will be the aggregate from time to time entered in the records of both
Euroclear and Clearstream, Luxembourg. The records of Euroclear and
Clearstream
,
Luxembourg (which expression in such global Note means the records that each of Euroclear and Clearstream, Luxembourg holds for its customers
which reflect the amount of each such customer’s interest in the Notes) will be conclusive evidence of the nominal amount of Notes
represented by such global Note and, for such purposes, a statement issued by Euroclear and/or Clearstream, Luxembourg, stating that
the nominal amount of Notes represented by such global Note at any time will be conclusive evidence of the records of Euroclear and/or
Clearstream, Luxembourg at that time, as the case may be.
While
any Note is represented by a Temporary Global Note, payments of principal and interest (if any) due prior to the Exchange Date (as defined
below) will be made (against presentation of the Temporary Global Note if the Temporary Global Note is not issued in NGN form) only upon
certification of non-U.S. beneficial ownership as required by U.S. Treasury regulations to Euroclear and/or Clearstream, Luxembourg;
provided, however, that no such certification will be required
Page
156
with respect to
Notes that, as specified in the applicable Final Terms (i) have been issued in reliance on the procedures under United States Treasury
regulations Section 1.163-5(c)(2)(i)(C) (or any substantially similar successor United States Treasury regulations) (the “TEFRA
C Rules”) or (ii) have an initial maturity of 183 days or less (taking into consideration unilateral rights to roll or extend),
a minimum denomination of $500,000 (or the equivalent value in any other currency, determined at the spot rate on the issue date) and
are intended to comply with United States Treasury regulations Section 1.6049-5(b)(10).
Interests
in the Temporary Global Note will be exchangeable (free of charge) either for:
(i)
interests
in a permanent global Note (a “
Permanent Global Note
”) without interest
coupons or talons; or
(ii)
for
security-printed definitive Notes,
(as indicated in
the applicable Final Terms), in each case against certification of non-U.S. beneficial ownership as required by U.S. Treasury regulations
in accordance with the terms of the Temporary Global Note:
(a)
on and after
the date which is 40 days after completion of the distribution of the relevant Tranche of
Notes; or
(b)
at the option
of the relevant Issuer (with the consent of the Lead Manager(s) of the Tranche(s) of Notes
of the relevant Series) on the date which is 40 days after completion of the distribution
of any additional issuance or issuances of one or more Tranches of Notes of the same Series
that occurs within the 40 day period after the issue of the Temporary Global Note,
(the
latest of such dates in paragraphs (a) and (b) is referred to as the “
Exchange Date
”),
provided that no
such certification of non-U.S. beneficial ownership will be required with respect to Notes that, as specified in the applicable Final
Terms (i) have been issued in compliance with the TEFRA C Rules or (ii) have an initial maturity of 183 days or less (taking into consideration
unilateral rights to roll or extend), a minimum denomination of $500,000 (or the equivalent value in any other currency, determined at
the spot rate on the issue date) and are intended to comply with United States Treasury regulations Section 1.6049-5(b)(10)
.
The
holder of a Temporary Global Note will not be entitled to collect any payment of interest or principal due on or after the Exchange Date
unless, upon due certification, exchange of the Temporary Global Note for an interest in a Permanent Global Note or for definitive Notes
is improperly withheld or refused. Pursuant to the Agency Agreement (as defined under “
Terms and Conditions of the
Notes”
) the Agent shall arrange that, where a further Tranche of Notes is issued after the Exchange Date, the Notes of such
further Tranche shall be assigned security code numbers by Euroclear and Clearstream, Luxembourg which are different from the security
code numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the distribution compliance period
(as defined in Regulation S under the Securities Act) applicable to the Notes of such Tranche.
The
Permanent Global Note will, unless otherwise agreed between the relevant Issuer and the relevant Dealer, if the global Notes are issued
in NGN form as stated in the applicable Final Terms, be delivered on or prior to the original issue date of the Tranche to the Common
Safekeeper for Euroclear and Clearstream, Luxembourg. If the global Notes are not issued in NGN form, the Permanent Global
Note will be delivered to the common depositary for Euroclear and Clearstream, Luxembourg.
Page
157
Payments
of principal and interest (if any) on a Permanent Global Note will be made through
Euroclear
and/or
Clearstream, Luxembourg (against presentation or surrender (as the case may be) of the Permanent Global Note if the Permanent Global
Note is not issued in NGN form) without any requirement for certification.
A
Permanent Global Note will, if specified in the applicable Final Terms, be exchanged (free of charge) in whole, but not in part, for
security printed definitive Notes with, where applicable, interest
coupons
and
talons attached (i) at the request of the relevant Issuer; and/or (ii) upon the occurrence of an Exchange Event (as defined below).
For
these purposes, “
Exchange Event”
means that (i) an Event of Default (as defined in Condition 9 under “
Terms
and Conditions of the Notes
”) has occurred and is continuing; (ii) the relevant Issuer has been notified that both Euroclear
and Clearstream, Luxembourg, or any other agreed clearing system in which such Permanent Global Note is being held, have been closed
for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention
permanently to cease business or have in fact done so and, as a result, Euroclear and Clearstream, Luxembourg or such other agreed clearing
system in which such Permanent Global Note is being held are no longer willing or able to discharge properly their responsibilities with
respect to such Notes and the Agent and the relevant Issuer are unable to locate a qualified successor; or (iii) the relevant Issuer
has or will become subject to adverse tax consequences as a result of a change in tax laws after the issuance of the Notes which would
not be suffered were the Notes represented by the Permanent Global Note in definitive form.
The
relevant Issuer will promptly give notice to Noteholders in accordance with Condition 16 under “
Terms and Conditions of the
Notes
” if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, Euroclear and/or Clearstream,
Luxembourg and/or any other agreed clearing system in which such Permanent Global Note is being held (acting on the instructions of any
holder of an interest in such Permanent Global Note) may give notice to the Agent requesting exchange and, in the event of the occurrence
of an Exchange Event as described in (iii) above, the relevant Issuer may also give notice to the Agent requesting exchange. Any
such exchange shall occur not later than 45 days after the date of receipt of the first relevant notice by the Agent.
If
a portion of the Notes continues to be represented by the Temporary Global Note after the issuance of definitive Notes, the Temporary
Global Note shall thereafter be exchangeable only for definitive Notes, subject to certification of non-U.S. beneficial ownership; provided,
however, that no such certification of non-U.S. beneficial ownership will be required with respect to Notes that (i) are issued in reliance
on the TEFRA C Rules or (ii) as specified in the applicable Final Terms, have an initial maturity of 183 days or less (taking into consideration
unilateral rights to roll or extend), a minimum denomination of $500,000 (or the equivalent value in any other currency, determined at
the spot rate on the issue date) and are intended to comply with United States Treasury Regulations Section 1.6049-5(b)(10).
No
definitive Note delivered in exchange for a Permanent Global Note or a Temporary Global Note shall be mailed or otherwise delivered to
any locations in the United States of America in connection with such exchange. Temporary Global Notes and Permanent Global
Notes and definitive Notes will be issued by the Agent pursuant to the Agency Agreement.
If
specified in the applicable Final Terms, other clearance systems may be used in addition to or in lieu of Euroclear and Clearstream,
Luxembourg provided that, in the case of an issue of Bearer Notes, such other clearance system is capable of complying with the certification
requirements set forth in the Temporary Global Note or the Notes are issued in compliance with the TEFRA C Rules and any reference herein
to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, except in relation to Notes issued in NGN form, be
deemed to include such other additional or alternative clearing system.
Page
158
Temporary
Global Notes and Permanent Global Notes will be issued in bearer form only. Definitive Notes will be issued in bearer form
or, in the case of Notes issued by TCCI or TMCC, if so indicated in the applicable Final Terms, in registered form.
For
United States federal income tax purposes each Permanent
Global
Note
and each definitive Note issued in bearer form which has an original maturity of more than 365 days (taking into consideration unilateral
rights to roll or extend) issued by TMF, TCCI or TFA (other than Notes issued in compliance with the TEFRA C Rules) and any interest
coupon which may be detached therefrom (or, if the obligation is evidenced by a book entry, appears in the book or record in which the
book entry is made) will carry the following legend:
“Any
United States person (as defined in the Internal Revenue Code of the United States) who holds this obligation will be subject to limitations
under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code.”
The
sections referred to in such legend provide that United States Noteholders, with certain exceptions, will not be entitled to deduct any
loss on Notes or interest coupons and will not be entitled to capital gains treatment of any gain on any sale, disposition or payment
of principal in respect of Notes or interest coupons.
For
United States federal tax purposes each Temporary Global Note, each Permanent
Global
Note
and each definitive Note issued in bearer form which has an original maturity of 183 days or less (taking into consideration unilateral
rights to roll or extend),
a minimum denomination of $500,000 (or the equivalent value in any other currency, determined at the
spot rate on the issue date) and, as specified in the applicable Final Terms, is intended to comply with United States Treasury Regulations
Section 1.6049-5(b)(10)
and any interest coupon which may be detached therefrom (or, if the obligation is
evidenced by a book entry, appears in the book or record in which the book entry is made) will carry the following legend:
“By
accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described
in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder) and that it is not acting
for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue
Code and the regulations thereunder).”
Unless
Notes issued by TMF, TCCI or TFA in bearer form will be issued, as specified in the applicable Final Terms, in compliance with the TEFRA
C Rules, Notes issued by TMF, TCCI or TFA in bearer form will be issued in compliance with United States Treasury Regulation Section
1.163-5(c)(2)(i)(D) (or any substantially similar successor United States Treasury regulations) (the “
D Rules
”) and
Notes issued by TMCC with maturities at issuance of
183 days or less (taking into consideration unilateral
rights to roll or extend)
and in a face amount or nominal amount of not less than U.S.$500,000 (as determined based on the spot
rate on the date of issuance if such Notes are issued in a currency other than U.S. dollars) that, as specified in the applicable Final
Terms, are intended to comply with United States Treasury Regulation Section 1.6049-5(b)(10), will be issued in compliance with the D
Rules (excluding the certification requirement).
TMCC
will not issue notes in bearer form with a maturity at issuance of more than 183 days (taking into consideration unilateral rights to
roll or extend).
Notes
may be issued in registered form (“
Registered Notes
”) by either TCCI or TMCC, subject to applicable laws and regulations. Each
Tranche of Registered Notes issued by TCCI or TMCC will be represented on issue by a registered global Note (each a “
Registered
Global Note
”) which will be (a) if the applicable Final Terms specify the Registered Notes are intended to held in a manner
which would allow Eurosystem eligibility (being the new safekeeping structure (“
NSS
”)), deposited on the relevant
Issue Date with the Common Safekeeper; or (b) if the applicable Final Terms specify the Registered Notes are not intended to be held
in a manner which would allow
Page
159
Eurosystem eligibility,
deposited on the relevant Issue Date with a nominee or a depositary or common depositary for the agreed clearing system(s). Such
Registered Global Note will not be exchangeable for Registered Notes in definitive form except on an Exchange Event (as that term is
defined in the Registered Global Note). With respect to each Tranche of Registered Notes, TCCI has appointed, under an amended
and restated note agency agreement dated 13 September 2024 (the “
TCCI Note Agency Agreement
”), and TMCC has appointed
under a note agency agreement dated 11 September 2026 (the “
TMCC Note Agency Agreement
”), a registrar or registrars
and a transfer agent and paying agent and may appoint other or additional transfer agents or paying agents, either generally or in respect
of a particular Series of Registered Notes.
The
applicable Final Terms will specify whether the Notes will be represented by:
(i)
a
Temporary Global Note in bearer form without Coupons which will be deposited with a common
depositary or, as the case may be, a common safekeeper for Euroclear and Clearstream, Luxembourg
on or about the Issue Date or a date as specified in the applicable Final Terms; and that
the Temporary Global Note is exchangeable for a Permanent Global Note in bearer form on and
after the Exchange Date and (except for Notes (x) with an initial maturity of 183 days or
less (taking into consideration unilateral rights to roll or extend), a minimum denomination
of $500,000 (or its equivalent value in any other currency, determined at the spot rate on
the Issue Date) and specified in the applicable Final Terms as intended to comply with United
States Treasury Regulations Section 1.6049-5(b)(10) and (y) as specified in the applicable
Final Terms, that have been issued in reliance on TEFRA C Rules) upon certification of non-U.S.
beneficial ownership; or
(ii)
a Temporary
Global Note in bearer form without Coupons which will be deposited with a common depositary
or, as the case may be, a common safekeeper for Euroclear and Clearstream, Luxembourg on
or about the Issue Date or a date as specified in the applicable Final Terms; and that the
Temporary Global Note is exchangeable for security printed definitive Notes on and after
the Exchange Date and (except for Notes (x) with an initial maturity of 183 days or less
(taking into consideration unilateral rights to roll or extend), a minimum denomination of
$500,000 (or its equivalent value in any other currency, determined at the spot rate on the
Issue Date) and specified in the applicable Final Terms as intended to comply with United
States Treasury Regulations Section 1.6049-5(b)(10) and (y) as specified in the applicable
Final Terms, that have been issued in reliance on TEFRA C Rules) upon certification of non-U.S.
beneficial ownership; or
(iii)
a Permanent
Global Note in bearer form without Coupons which will be deposited with a common depositary
or, as the case may be, a common safekeeper for Euroclear and Clearstream, Luxembourg on
or about the Issue Date or a date as specified in the applicable Final Terms; and that the
Permanent Global Note is exchangeable (free of charge) in whole, but not in part, for security
printed definitive Notes either (a) at the request of the relevant Issuer; and/or (b) upon
the occurrence of an Exchange Event (as defined in the Permanent Global Note); or
(iv)
in the case
of TCCI or TMCC only, a Registered Global Note registered in the name of a nominee for CDS
Clearing and Depository Services Inc. (in the case of TCCI only) or a common depositary for
Euroclear and Clearstream, Luxembourg or a common safekeeper for Euroclear and Clearstream,
Luxembourg or any other clearing system exchangeable (free of charge) for security printed
definitive Notes only upon an Exchange Event (as defined in the Registered Global Note).
The
exchange of a Permanent Global Note or a Registered Global Note for printed definitive Notes by Euroclear and/or Clearstream, Luxembourg
(acting on the instructions of any Noteholder) or at any time at the request of the relevant Issuer should not be expressed to be applicable
in the applicable Final Terms if the Notes are issued with a minimum Specified Denomination such as €100,000 (or its equivalent
in another currency) plus one or more higher multiples of another smaller
Page
160
amount such as
€1,000 (or its equivalent in another currency). Furthermore, such Specified Denomination construction is not permitted
in relation to any issue of Notes which is to be represented on issue by a Temporary Global Note exchangeable for printed definitive
Notes.
Notes
shall not be physically delivered in Belgium, except to a clearing system, a depository or other institution for the purpose of their
immobilisation in accordance with Article 4 of the Belgian Law of 14 December 2005.
Each
Issuer may agree with any Dealer that there may be a secondary distribution (“
Uridashi
”) of the Notes (“
Uridashi
Notes
”) to be made in Japan in compliance with the terms of a securities registration statement, amendments thereto and supplemental
documents that have been, or will be, filed by the relevant Issuer with the Director-General of the Kanto Regional Finance Bureau of
the Ministry of Finance of Japan with respect to such secondary distribution of Uridashi Notes in Japan and in accordance with the Financial
Instruments and Exchange Law of Japan or under circumstances which will result in compliance with all applicable laws, regulations and
guidelines promulgated by the relevant Japanese governmental and regulatory authorities in effect at the relevant time.
Each
Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the terms and conditions of the Notes herein,
in which case a new Prospectus will be made available which will describe the effect of the agreement reached in relation to such Notes.
Page
161
Appendix E
ADDITIONAL
DUTIES OF THE AGENT
In
relation to each Series of Bearer Notes that are New Global Notes, the Agent will comply with the following provisions:
1. The
Agent will inform each of Euroclear and Clearstream, Luxembourg (the
ICSDs
), through the common service provider appointed by
the ICSDs to service the Notes (the
CSP
), of the initial issue outstanding amount (
IOA
) for each Tranche on or prior to
the relevant Issue Date.
2. If
any event occurs that requires a mark up or mark down of the records which an ICSD holds for its customers to reflect such customers’
interest in the Notes, the Agent will (to the extent known to it) promptly provide details of the amount of such mark up or mark down,
together with a description of the event that requires it, to the ICSDs (through the CSP) to ensure that the IOA of the Notes remains
at all times accurate.
3. The
Agent will at least once every month reconcile its record of the IOA of the Notes with information received from the ICSDs (through the
CSP) with respect to the IOA maintained by the ICSDs for the Notes and will promptly inform the ICSDs (through the CSP) of any discrepancies.
4. The
Agent will promptly assist the ICSDs (through the CSP) in resolving any discrepancy identified in the IOA of the Notes.
5. The
Agent will promptly provide to the ICSDs (through the CSP) details of all amounts paid by it under the Notes (or, where the Notes provide
for delivery of assets other than cash, of the assets so delivered).
6. The
Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) notice of any changes to the Notes that will affect
the amount of, or date for, any payment due under the Notes.
7. The
Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) copies of all information that is given to the
holders of the Notes.
8. The
Agent will promptly pass on to the relevant Issuer all communications it receives from the ICSDs directly or through the CSP relating
to the Notes.
9. The
Agent will (to the extent known to it) promptly notify the ICSDs (through the CSP) of any failure by the relevant Issuer to make any
payment or delivery due under the Notes when due.
Page
162
Appendix F
FORM
OF DEED POLL
(SUBSTITUTION OF ISSUER)
This
Deed Poll is made on [ ], 20[ ] by [ ]
(the
Retiring Issuer
), a company incorporated in [ ] and [ ]
(the
Substitute Issuer
), a company incorporated in [ ] in favour of holders, which
expression includes any persons shown in the records of Euroclear Bank SA/NV and/or Clearstream Banking S.A. [or such other clearing
system indicated in the applicable Final Terms for such Notes][
indicate other clearing systems
] as holders of a principal amount,
of Notes (as defined below) from time to time.
WHEREAS
:
(A)
It has been
proposed that in respect of [any of the debt securities issued by the Retiring Issuer under
the Euro Medium Term Note Programme of,
inter alia
, the Retiring Issuer and which
remain outstanding on the Effective Date (as defined below) (the
Notes
)]/[the [
principal
amount
] [
description of Series
] Notes due [
maturity
] (the
Notes
)
of the Retiring Issuer issued under the Euro Medium Term Note Programme of,
inter alia
,
the Retiring Issuer] there will be a substitution of the Substitute Issuer for the Retiring
Issuer as the issuer of the Notes (the
substitution
).
(B)
The
Notes have been issued [under, and [
delete in the case of Registered Notes
]] with
the benefit of, an amended and restated Agency Agreement (the
Agency Agreement
, which
expression includes the same as it may be amended, supplemented or restated from time to
time) dated 11 September 2026 between,
inter alia
, the Retiring Issuer and The Bank
of New York Mellon, acting through its London branch, as agent.
[(C)
[
Include
in the case of Registered Notes
] The Notes have been issued under, and with the benefit
of, [an amended and restated] [a] Note Agency Agreement (the
[TCCI]
[TMCC]
Note Agency Agreement
, which expression includes the same as it may be amended, supplemented
or restated from time to time) dated [[
only TCCI
] 13 September 2024/[
only
TMCC
] 11 September 2026] between,
inter alia
, the Retiring Issuer, The Bank
of New York Mellon, acting through its London branch, as paying agent and transfer agent
[
only TCCI
] Computershare Advantage Trust of Canada (as successor to BNY Trust Company
of Canada) as registrar, paying agent and transfer agent and The Bank of New York Mellon
SA/NV, Dublin Branch as registrar and transfer agent.[
only TMCC
] and The Bank of New
York Mellon SA/NV, Dublin Branch as registrar and transfer agent.]
NOW THIS DEED
WITNESSES AS FOLLOWS
:
1.
References herein
to the
Notes
include any Global Note representing the Notes and other expressions
defined in the Notes and the Agency Agreement [and, in the case of Registered Notes issued
by TCCI, the TCCI Note Agency Agreement] [and, in the case of Registered Notes issued by
TMCC, the TMCC Note Agency Agreement] have the same meaning in this Deed unless the context
requires otherwise.
2.
The Substitute
Issuer agrees that, with effect from, and including, the date of execution of this Deed Poll,
all the other conditions to the substitution contained in Condition 14 having been met, (the
Effective Date
), it shall be deemed to be the “Issuer” for all purposes
in respect of the Notes[, the Coupons, the Talons] and the Agency Agreement
Page
163
[and,
in the case of Registered Notes issued by TCCI, the TCCI Note Agency Agreement] [and, in the case of Registered Notes issued by TMCC,
the TMCC Note Agency Agreement] insofar as it relates to the Notes, as fully as if the Substitute Issuer had been named in the Notes[,
the Coupons, the Talons] and the Agency Agreement [and, in the case of Registered Notes issued by TCCI, the TCCI Note Agency Agreement]
[and, in the case of Registered Notes issued by TMCC, the TMCC Note Agency Agreement] as the principal debtor in respect of them in place
of the Retiring Issuer and, accordingly, it shall be entitled to all the rights, and shall be subject to all the liabilities and obligations,
on the part of the Retiring Issuer contained in them.
3.
With effect from,
and including, the Effective Date, the Retiring Issuer is released from all its liabilities
and obligations as principal debtor, in its capacity as issuer of the Notes, contained in
the Notes[, the Coupons, the Talons] and the Agency Agreement [and, in the case of Registered
Notes issued by TCCI, the TCCI Note Agency Agreement] [and, in the case of Registered Notes
issued by TMCC, the TMCC Note Agency Agreement] insofar as they relate to the
Notes.
4.
With effect from,
and including, the Effective Date, the Conditions of the Notes and the provisions of the
Agency Agreement [and, in the case of Registered Notes issued by TCCI, the TCCI Note Agency
Agreement] [and, in the case of Registered Notes issued by TMCC, the TMCC Note Agency Agreement]
relating to the Substitute Issuer (but without altering such provisions insofar as they relate
to notes issued pursuant to the Agency Agreement [and, in the case of Registered Notes issued
by TCCI, the TCCI Note Agency Agreement] [and, in the case of Registered Notes issued by
TMCC, the TMCC Note Agency Agreement] other than Notes) are amended in the following ways:
(a)
the following
sentence is added to the end of the fourth paragraph of the Conditions:
“The
Noteholders (as defined below) have the benefit of a Deed Poll (the
Deed Poll
) dated [ ]
executed by [
insert appropriate reference to the Substitute Issuer
] and the [
insert appropriate reference to the Retiring Issuer
]
[and a Credit Support Agreement dated [ ] between the Substitute Issuer and
[TFS][the Parent] executed in relation to the Notes [and the TMC Credit Support Agreement]].”
[(b)
Where
the Substitute Issuer is subject generally to a taxing jurisdiction differing from or in
addition to the taxing jurisdiction to which the Retiring Issuer for which it shall have
been substituted under Condition 14 was subject insert here an undertaking or covenant in
terms corresponding to Condition 7 with the substitution for or addition to the references
to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject
of references to the taxing jurisdiction or additional taxing jurisdiction to which such
Substitute Issuer, as the case may be, is subject and, in such case, specify that Condition
7 shall be deemed to be modified accordingly when the substitution takes effect.
]
5.
The Substitute
Issuer represents, warrants and undertakes with each and every Noteholder, Couponholder and
Relevant Account Holder that the Substitute Issuer is solvent and that it has all corporate
power, and has taken all necessary corporate or other steps including obtaining all necessary
governmental and regulatory approvals and consents for the substitution and for the performance
by the Substitute Issuer of its obligations under the Notes[, the Coupons and Talons] and
the Agency Agreement [and, in the case of Registered Notes issued by TCCI, the TCCI Note
Agency
Page
164
Agreement]
[and, in the case of Registered Notes issued by TMCC, the TMCC Note Agency Agreement], to enable it to execute, deliver and perform this
Deed, and that this Deed constitutes legal, valid and binding obligations of the Substitute Issuer enforceable in accordance with its
terms, subject to the laws of bankruptcy, insolvency, reorganisation, moratorium or similar laws affecting creditors’ rights generally.
6.
The Substitute
Issuer agrees that the benefit of the undertakings and the covenants binding upon it contained
in this Deed shall be for the benefit of each and every Noteholder, Couponholder and Relevant
Account Holder and each Noteholder, Couponholder and Relevant Account Holder shall be entitled
severally to enforce such obligations against the Substitute Issuer in respect of any Notes.
7.
The Retiring
Issuer represents, and warrants with each and every Noteholder, Couponholder and Relevant
Account Holder that it has obtained all necessary governmental and regulatory approvals and
consents for the substitution.
8.
Duplicates of
this Deed shall be deposited with and held to the exclusion of the Substitute Issuer by the
Relevant Clearing System and the Agent [or each TCCI Registrar in the case of Registered
Notes issued by TCCI] [or the TMCC Registrar in the case of Registered Notes issued by TMCC]
until complete performance of the obligations contained in the Notes and the Agency Agreement
[and, in the case of Registered Notes issued by TCCI, the TCCI Note Agency Agreement] [and,
in the case of Registered Notes issued by TMCC, the TMCC Note Agency Agreement] relating
to them occurs and the Substitute Issuer hereby acknowledges the right of every Noteholder,
Couponholder and Relevant Account Holder to production of this Deed and, upon request and
payment of the expenses incurred in connection therewith, to the production of a copy hereof
certified to be a true and complete copy.
9.
This Deed may
only be amended in the same way as the other Conditions and the Agency Agreement [and, in
the case of Registered Notes issued by TCCI, the TCCI Note Agency Agreement] [and, in the
case of Registered Notes issued by TMCC, the TMCC Note Agency Agreement] are capable of amendment
under the Conditions and Clause 28 of the Agency Agreement [and, in the case of Registered
Notes issued by TCCI, Clause 19 of the TCCI Note Agency Agreement, respectively] [and in
the case of Registered Notes issued by TMCC, Clause 19 of the TMCC Note Agency Agreement,
respectively].
10.
This Deed and
any non-contractual obligations arising out of or in connection with this Deed shall be governed
by, and construed in accordance with, English law.
11.
The Substitute
Issuer hereby irrevocably agrees for the exclusive benefit of the Noteholders, Couponholders
and Relevant Account Holders that the courts of England are to have jurisdiction to settle
any disputes which may arise out of or in connection with this Deed (including any dispute
relating to any non-contractual obligations arising out of or in connection with this Deed)
and that accordingly any suit, action or proceedings (together referred to as
Proceedings
)
arising out of or in connection with this Deed (including any Proceedings relating to any
non-contractual obligations arising out of or in connection with this Deed) may be brought
in such courts. The Substitute Issuer hereby irrevocably waives any objection
which it may have to the laying of the venue of any Proceedings in any such courts and any
claim that any such Proceedings have been brought in an inconvenient forum and hereby further
irrevocably agrees that a judgment in any Proceedings brought in the English courts shall
be conclusive and binding upon the Substitute Issuer and may be enforced in the courts of
any other jurisdiction. Nothing contained herein shall limit any right to take
Page
165
Proceedings
against the Substitute Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions
preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. [The Substitute Issuer hereby appoints
[Toyota Financial Services (UK) PLC of Great Burgh, Burgh Heath, Epsom, Surrey KT18 5UZ, United Kingdom] as its agent for service of
process and agrees that, in the event of [Toyota Financial Services (UK) PLC] ceasing so to act or ceasing to be registered in England,
it will appoint another person as its agent for service of process in England in respect of any Proceedings.]
IN WITNESS
whereof this Deed has been executed by and on behalf of the parties hereto as a Deed Poll as of the day and year first above written.
[Signed as a deed
)
by [ ]
)
[being duly authorised attorney of]
)
[Substitute Issuer]
)
in the presence of:]
)
[U.K. Substitute Issuer acting by
)
[name of director]
)
a Director and [name of director or secretary]
)
[a Director][the Secretary]]
)
[Signed as a deed
)
by [ ]
)
being duly authorised attorney of
)
[Retiring Issuer]
)
in the presence of:]
Page
166

----- dp253289_ex0402.htm -----
EX-4.2
6
dp253289_ex0402.htm
EXHIBIT 4.2
Exhibit 4.2
AMENDED AND RESTATED
NOTE AGENCY AGREEMENT
TOYOTA MOTOR
CREDIT CORPORATION
and
THE BANK OF NEW
YORK MELLON SA/NV, DUBLIN BRANCH
as Registrar
and
THE BANK OF NEW
YORK MELLON,
acting through its London branch
as Transfer Agent
€60,000,000,000
Euro Medium Term Note Programme
of
TOYOTA MOTOR
FINANCE (NETHERLANDS) B.V.
TOYOTA CREDIT
CANADA INC.
TOYOTA FINANCE
AUSTRALIA LIMITED (ABN 48 002 435 181)
TOYOTA MOTOR
CREDIT CORPORATION
as Issuers
Dated 11 September
2026
TABLE OF CONTENTS
1
Definitions and Interpretation
1
2
Appointment of Registrar; Transfer Agent; Paying Agents
4
3
Forms of Notes and Terms of Issue
6
4
Issue of Global Registered Notes
8
5
Issue of Definitive Registered Notes
9
6
Registration, Transfers and Exchanges
9
7
Special Provisions relating to Registered Global Notes
11
8
Payments
11
9
Mutilated, Destroyed, Stolen or Lost Note Certificates
14
10
Maturity, Redemption and Purchases
14
11
Cancellation and Destruction
15
12
Publication of Notices
15
13
Limit on Liability
15
14
Rights and Liabilities of Registrar, Transfer Agent and Paying Agents
15
15
Commissions, Expenses and Indemnities
17
16
Changes in Registrar, Transfer Agent and Paying Agents
18
17
Meetings of Noteholders
20
18
Further Issues
22
19
Reports
22
20
Forwarding of Notice
22
21
Amendments
22
22
Representations and Warranties
23
23
Notices
23
24
Deed Poll
24
25
Contracts (Rights of Third Parties) Act 1999
25
26
Governing Law and Submission to Jurisdiction
25
27
Counterparts
25
28
Headings
26
29
Stamp and Other Taxes
26
30
Recognition of Bail-In Powers
26
SCHEDULE 1 FORM OF REGISTERED GLOBAL NOTE
30
SCHEDULE 2 FORM OF DEFINITIVE REGISTERED NOTE
40
SCHEDULE 3 FORM OF OPERATING AND ADMINISTRATIVE PROCEDURES MEMORANDUM
45
ANNEX SETTLEMENT PROCEDURES
47
SCHEDULE 4 ADDITIONAL DUTIES OF THE REGISTRAR AND THE TRANSFER AGENT
52
THIS AMENDED
AND RESTATED NOTE AGENCY AGREEMENT
is made as of 11 September 2026
,
among:
(1)
TOYOTA MOTOR
CREDIT CORPORATION
of 6565 Headquarters Drive, Mailstop W2–3D, Plano, Texas 75024–5965,
U.S.A. (“
TMCC
”);
(2)
THE BANK
OF NEW YORK MELLON SA/NV, DUBLIN BRANCH
of The Shipping Office, 20-26 Sir John Rogerson’s
Quay, Dublin 2, D02 Y049, Ireland as registrar and transfer agent (along with its successors,
the “
Registrar
”); and
(3)
THE BANK
OF NEW YORK MELLON
, acting through its London branch, 160 Queen Victoria Street, London
EC4V 4LA, United Kingdom, as transfer agent and paying agent (along with its successors,
the “
Transfer Agent
”).
WHEREAS:
(A)
TMCC, Toyota
Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc. and Toyota Finance Australia
Limited (ABN 48 002 435 181) (together, the “
Issuers
”) have entered into
an Amended and Restated Programme Agreement dated 11 September 2026 with the Dealers named
therein (as amended and supplemented or restated from time to time, the “
Programme
Agreement
”) pursuant to which any of the Issuers may issue Euro Medium Term Notes
(the “
Notes
”) in an aggregate nominal amount of up to €60,000,000,000
(or its equivalent in other currencies) outstanding at any time (the “
Programme
”).
(B)
Under the Programme
TMCC may issue Notes in bearer form or in registered form (“
Registered Notes
”).
(C)
Notes are issued
under the Programme subject to and with the benefit of an amended and restated agency agreement
dated 11 September 2026 (as amended and supplemented or restated from time to time, the “
Programme
Agency Agreement
”) between the Issuers, the Transfer Agent as issuing agent, and
(unless specified otherwise in the applicable Final Terms) paying agent and calculation agent
(the “
Agent
”).
(D)
It is necessary
for TMCC to appoint a registrar and a transfer agent and paying agent in relation to the
Registered Notes issued by it under the Programme.
(E)
The duties and
obligations of The Bank of New York Mellon SA/NV, Luxembourg Branch under the Note Agency
Agreement have been transferred to and assumed by The Bank of New York Mellon SA/NV, Dublin
Branch.
(F)
The parties
hereto entered into an amended and restated note agency agreement dated 13 September
2024 (the “
Note Agency Agreement
”). The parties hereto agree
to make certain modifications to the Note Agency Agreement. This Agreement amends
and restates the Note Agency Agreement.
1.
Definitions and Interpretation
1.1
Terms and expressions
defined in the Programme Agreement, the Programme Agency Agreement or the Conditions or used
in the applicable Final Terms shall have the same meanings in this Agreement, except where
the context requires otherwise.
1.2
Without prejudice
to the foregoing:
“
Clearing
System
” means Euroclear, Clearstream, Luxembourg or any additional or alternative clearing system approved by TMCC, the Registrar
and the Transfer Agent, as indicated in the applicable Final Terms.
“
Code
”
means the US Internal Revenue Code of 1986.
“
Definitive
Registered Note
” means a Registered Note issued in definitive form substantially in the form appended to this Agreement as
Schedule 2 (or such other form as may be agreed between TMCC, the Registrar, the Transfer Agent and the relevant Purchaser(s)).
“
Designated
Person
” means a person or entity named as a “Specially Designated National and Blocked Person” on the most current
list published by OFAC at its official website, or any replacement website or a person or entity similarly named on any Sanctions-related
list officially published by the Australian Federal Government, the United Nations Security Council, the European Union, Canada or the
United Kingdom, or in each case on any replacement official publication of such list.
“
Euronext
Dublin
” means the Irish Stock Exchange plc trading as Euronext Dublin.
“
Eurosystem-eligible
Note
” means a Registered Note which is intended to be held in a manner which would allow Eurosystem eligibility, as stated
in the applicable Final Terms.
“
EUWA
”
means the European Union (Withdrawal) Act 2018.
“
FATCA
Withholding Tax
” means any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Code
or any withholding or deduction otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations, agreements
or undertakings thereunder or official interpretations thereof) or any intergovernmental agreement between the United States and another
jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement).
“
Noteholders
”
means the several persons who are for the time being holders of outstanding Registered Notes, being the several persons whose names are
entered in the register of holders of such Notes as the holders thereof save that, in respect of Registered Notes of any Series, for
so long as such Notes or any part thereof are represented by a Registered Global Note, each person who is for the time being shown in
the records of the applicable Clearing System as the holder of a particular nominal amount of such Notes (other than a clearing system
(including Clearstream, Luxembourg and Euroclear) that is itself an account holder of the other applicable Clearing System for a Series
of Notes) (in which regard any certificate or other document issued by the applicable Clearing System as to the nominal amount of such
Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall
be treated by TMCC, the Registrar, the Transfer Agent and any other Paying Agent as a holder of such nominal amount of such Notes for
all purposes other than for the payment of principal (including premium (if any)) or interest on such Notes, the right to which shall
be vested, as against TMCC, the Registrar, the Transfer Agent and any other Paying Agent solely in the person whose name is entered in
the register of holders of such Notes as the holder of the Registered Global Note in accordance with and subject to its terms (and the
expressions “
Noteholder
”, “
holder of Notes
” and related expressions shall be construed accordingly).
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2
“
NSS
”
means the new safekeeping structure for holding Registered Notes that are intended to be Eurosystem-eligible Notes.
“
OFAC
”
means the Office of Foreign Assets Control of the U.S. Department of the Treasury.
“
Paying
Agents
” means the Transfer Agent and each such additional transfer agent or paying agent appointed by TMCC under this Agreement.
“
Procedures
Memorandum
” means the non-binding Operating and Administrative Procedures Memorandum set out in Schedule 3 hereto as amended
or varied from time to time, in respect of any Tranche of Registered Notes, by agreement between TMCC and the Purchaser of such Tranche
with the approval in writing of the Registrar or Transfer Agent, as applicable.
“
Registered
Global Note
” means a Registered Note issued in global form substantially in the form appended to this Agreement as Schedule
1 (or such other form as may be agreed between TMCC, the Registrar, the Transfer Agent and the relevant Purchaser(s)) representing a
certain number of underlying Notes (the “
Underlying Notes
”) and any registered global note issued upon any transfer
or exchange thereof or in replacement therefor.
“
Relevant
Account Holder
” means any account holder with the Relevant Clearing System which has a certain number of Underlying Notes credited
to its securities account from time to time.
“
Relevant
Clearing System
” means one or more Clearing Systems.
“
Relevant
Time
” means the time at which a Registered Global Note becomes void in the circumstances which are specified in that Registered
Global Note.
“
Sanctions
”
means any economic or financial sanctions administered, enacted, imposed or enforced by the U.S. government (including, without limitation,
those administered by OFAC), the Australian Federal Government, the United Nations Security Council, the European Union, Canada or the
United Kingdom and only as such sanctions may be applicable to TMCC.
“
Stock
Exchange
” means the London Stock Exchange, Euronext Dublin or any other or further stock exchange(s) on which any Notes may
from time to time be listed or admitted to trading, as the case may be; and references in this Agreement to the “
relevant Stock
Exchange
” shall, in relation to any Notes, be references to the Stock Exchange on which such Notes are from time to time, or
are intended to be, listed or admitted to trading.
1.3
Any references
to Notes shall, unless the context otherwise requires, include any Registered Global Note(s)
or definitive certificates representing such Notes.
1.4
For the purposes
of this Agreement, the Notes of each Series shall form a separate series of Notes and accordingly,
the provisions of this Agreement shall apply
mutatis mutandis
separately and independently
to the Notes of each Series and in such provisions the expressions “
Notes
”
and “
Noteholders
”, shall be construed accordingly.
1.5
As used herein,
in relation to any Notes which are to have a “listing” or be “listed”
(i) on the London Stock Exchange, “
listing
” or “
listed
”
shall be construed to mean that such Notes have been admitted to the official list of the
Financial Conduct Authority in accordance with the listing rules of the Financial Conduct
Authority and admitted to trading on the London Stock Exchange’s main market (ii) on
Euronext Dublin, “
listing
” or “
listed
” shall be construed
to mean that such Notes have been admitted to Euronext Dublin’s official list in accordance
with
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3
the listing
rules of Euronext Dublin and admitted to trading on the Euronext Dublin and (iii) on any other Stock Exchange in a jurisdiction within
the European Economic Area, “
listing
” and “
listed
” shall be construed to mean that Notes have been
admitted to trading on a market within that jurisdiction which is a regulated market for the purposes of the Markets in Financial Instruments
Directive (Directive 2014/65/EU).
1.6
All references
in this Agreement to a Directive include any relevant implementing measure of each Member
State of the European Economic Area which has implemented such Directive.
1.7
All references
in this Agreement to “
applicable Final Terms
” shall be deemed to include
a reference to “
applicable Issue Terms
” where relevant.
1.8
In this Agreement,
unless the contrary intention appears or the context requires otherwise, a reference to:
(a)
an “
amendment
”
includes a supplement, restatement or novation and “
amended
” is to be
construed accordingly;
(b)
a “
person
”
includes any individual, company, unincorporated association, government, state agency, international
organisation or other entity;
(c)
the
“
records
” of the Clearing System shall be to the records that the Relevant
Clearing System holds for its participants, which reflect the amount of each such participant’s
interest in the Notes;
(d)
a provision
of a law or statute shall be deemed to be a reference to that law or statute as from time
to time modified, extended, amended or re-enacted;
(e)
a Section,
Subsection, paragraph or Schedule is a reference to a section, subsection or paragraph of,
or a schedule to, this Agreement;
(f)
a person
includes its successors and assigns;
(g)
a document
is a reference to that document as amended from time to time; and
(h)
a time
of day is a reference to London time.
2.
Appointment of Registrar; Transfer Agent;
Paying Agents
2.1
TMCC hereby
appoints The Bank of New York Mellon SA/NV, Dublin Branch, at present having its principal
office at The Shipping Office, 20-26 Sir John Rogerson’s Quay, Dublin 2, D02 Y049,
Ireland, as registrar and transfer agent of TMCC for Registered Notes, upon the terms and
conditions set forth herein. The Bank of New York Mellon SA/NV, Dublin Branch
accepts such appointments as such registrar and transfer agent. TMCC hereby appoints
The Bank of New York Mellon, acting through its London branch, at present having its principal
office at 160 Queen Victoria Street, London EC4V 4LA, United Kingdom as transfer agent and
paying agent of TMCC for Registered Notes, upon the terms and conditions set forth herein. The
Bank of New York Mellon, acting through its London branch, accepts such appointments as such
transfer agent and paying agent. For this purpose the Registrar is authorised
on behalf of TMCC to act as registrar and transfer agent of TMCC and the Transfer Agent is
authorised on behalf of TMCC to act as transfer agent and paying agent of TMCC upon the terms
and subject to the conditions set out in this Agreement:
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4
(a)
to prepare
the Registered Global Note(s) and to complete, in accordance with the applicable Final Terms,
the necessary details on such Registered Global Note(s) and attach a copy of the applicable
Final Terms to such Registered Global Note(s);
(b)
to authenticate
such Registered Global Note(s);
(c)
if the
Registered Global Note(s) is/are not held in the NSS, to deliver such Registered Global Note(s)
to the specified common depositary of Euroclear, Clearstream, Luxembourg and/or such other
applicable clearing agency as is specified in the applicable Final Terms against receipt
from such common depositary of confirmation that such common depositary is holding the Registered
Global Note(s) in safe custody for the account of Euroclear, Clearstream, Luxembourg or such
other applicable clearing agency and to instruct Euroclear, Clearstream, Luxembourg and/or
such other applicable clearing agency to credit the Notes represented by such Registered
Global Note(s) in accordance with the written instructions of TMCC;
(d)
if the
Registered Global Note(s) is/are held in the NSS, to deliver such Registered Global Note(s)
to the specified common safekeeper of Euroclear and/or Clearstream, Luxembourg against receipt
from such common safekeeper of confirmation that such common safekeeper is holding the Registered
Global Note(s) in safe custody for the account of Euroclear and Clearstream, Luxembourg and,
in the case of a Registered Global Note which is a Eurosystem-eligible Note, to instruct
the common safekeeper to effectuate the same; and
(e)
if the
Registered Global Note(s) is/are held in the NSS, to instruct Euroclear and Clearstream,
Luxembourg to make the appropriate entries in their records to record the initial outstanding
aggregate nominal amount of the relevant Tranche of Registered Notes.
2.2
Each of the
Registrar and the Transfer Agent shall only be required to perform its obligations under
paragraph 2.1(a) if it holds a master Registered Global Note duly executed by a person or
persons authorised to execute the same on behalf of TMCC, which may be used by the Registrar
or the Transfer Agent, as the case may be, for the purpose of preparing Registered Global
Note(s) in accordance with paragraph 2.1(a).
2.3
Each of the
Registrar and the Transfer Agent shall provide Euroclear, Clearstream, Luxembourg and/or
such other applicable clearing agency with the notifications, instructions or other information
to be given by the Registrar or the Transfer Agent, as the case may be, to Euroclear, Clearstream,
Luxembourg and/or such other applicable clearing agency.
2.4
Any of the duties
and obligations of the Registrar in this Section 2 may be delegated by the Registrar to the
Transfer Agent with respect to a particular Series of Registered Notes, provided that the
Registrar may not delegate its duty and obligation to maintain the Register (as defined in
Subsection 6.1) in Dublin, and any of the duties and obligations of the Registrar or the
Transfer Agent set forth in this Section 2 may, with the consent of TMCC, be delegated by
the Registrar or the Transfer Agent with respect to a particular Series of Registered Notes
to a third party, provided such third party’s performance is subject to the overall
supervision and control of the Registrar or the Transfer Agent and provided further that
the Registrar may not delegate its duty and obligation to maintain the Register in Dublin.
2.5
TMCC, the Registrar
and the Transfer Agent acknowledge that the Agent has been instructed to elect Euroclear
as common safekeeper in relation to each issue of Eurosystem-eligible Notes, including Registered
Global Notes held in the NSS. TMCC, the Registrar and the Transfer
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5
Agent
acknowledge that the Agent and TMCC may from time to time agree to vary this election and that any such election is subject to the right
of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue.
2.6
Where the Registrar
or the Transfer Agent delivers any authenticated Registered Global Note that is held in the
NSS to a common safekeeper for effectuation using electronic means, it is authorised and
instructed to destroy the Registered Global Note retained by it following its receipt of
confirmation by the common safekeeper that the relevant Registered Global Note has been effectuated.
3.
Forms of Notes and Terms of Issue
3.1
Each series
of Registered Notes shall initially be issued in the form of a Registered Global Note without
coupon, as amended and supplemented by the applicable Final Terms in relation to such Series
of Registered Notes and in accordance with the provisions of the Procedures Memorandum set
out in Schedule 3 hereto (as from time to time varied, with the prior approval of the Registrar
or the Transfer Agent, as the case may be, by TMCC and by the relevant Purchaser or Purchasers
of the Registered Notes of such issue).
3.2
All Registered
Notes (including any Registered Global Note) shall be executed on behalf of TMCC by the signature,
manual or in facsimile, of any person who shall for the time being have been duly authorised
by the executive committee of the board of directors in the name of and on behalf of TMCC.
3.3
In the event
that any officer of TMCC who shall have signed a Registered Note shall cease to hold such
office or authority before the Registered Note so signed shall actually have been authenticated,
registered or delivered, such Registered Note nevertheless may be authenticated, registered
and delivered with the same force and effect as though such person who signed such Registered
Note had not ceased to be such official of TMCC. In the event that a person who
has signed on behalf of TMCC a master Registered Global Note or Definitive Registered Notes
not yet issued but held by the Transfer Agent or the Registrar, as the case may be, in accordance
with Subsections 2.1 and 3.4 ceases to be authorised, the Registrar and Transfer Agent shall
(unless TMCC gives notice to the Registrar and the Transfer Agent that Registered Notes signed
by that person do not constitute valid and binding obligations of TMCC or otherwise until
replacements have been provided to the Registrar and the Transfer Agent) continue to have
authority to issue any such Registered Notes, and TMCC hereby warrants to the Registrar and
the Transfer Agent that such Registered Notes shall, unless notified as aforesaid, be valid
and binding obligations of TMCC. Promptly upon such person ceasing to be authorised,
TMCC shall provide the Registrar and the Transfer Agent with a replacement master Registered
Global Note and (if applicable) Definitive Registered Notes and the Registrar or the Transfer
Agent, as the case may be, shall cancel and destroy the master Registered Global Note(s)
and (if applicable) Definitive Registered Notes held by it which are signed by such person
and shall provide to TMCC a confirmation of destruction in respect thereof specifying the
Registered Notes so cancelled and destroyed.
3.4
The Registrar
and the Transfer Agent shall cause all master Registered Global Notes and Definitive Registered
Notes delivered to and held by it under this Agreement to be maintained in safe custody and
shall ensure that such Registered Notes are issued only in accordance with the provisions
of this Agreement and the Registered Global Note and Conditions.
3.5
Subject to the
procedures set out in the Procedures Memorandum, for the purposes of Subsection 3.4 the Registrar
or Transfer Agent is entitled to treat a telephone or email communication from a person purporting
to be (and who the Registrar or Transfer Agent, after making reasonable
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6
investigation,
believes in good faith to be) the authorised representative of TMCC named in the list referred to in, or notified pursuant to, Subsection
14.6 of this Agreement as sufficient instructions and authority of TMCC for the Registrar or Transfer Agent to act in accordance
with Subsection 3.4.
3.6
In respect of
Registered Notes settling in a Clearing System (including Euroclear and Clearstream, Luxembourg):
(a)
unless
otherwise agreed in writing between TMCC and the Registrar or the Transfer Agent, as the
case may be, each Registered Note credited to the Registrar’s or the Transfer Agent’s
distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Registered
Notes not held in the NSS, such other applicable clearing agency) following the delivery
of a Registered Global Note to a common depositary or, as the case may be, a common safekeeper,
shall be held to the order of TMCC. Each of the Registrar and the Transfer Agent
shall procure that the nominal amount of Registered Notes which the relevant Purchaser has
agreed to purchase is delivered in accordance with the written instructions of TMCC.
(b)
unless
otherwise agreed in writing between TMCC and the Registrar or the Transfer Agent, as the
case may be, if the Registrar or the Transfer Agent, as the case may be, pays an amount (the
“
Advance
”) to TMCC on the basis that a payment (the “
Payment
”)
will be received from a Purchaser and if the Payment is not received by the Registrar or
the Transfer Agent, as the case may be, on the date the Registrar or the Transfer Agent,
as the case may be, pays TMCC, the Registrar or the Transfer Agent, as the case may be (and
if the Registrar fails to do so, the Transfer Agent), shall notify TMCC by email that the
Payment has not been received and TMCC shall repay to the Registrar or the Transfer Agent,
as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed
portion thereof) from (and including) the date such Advance is made to (but excluding) the
earlier of repayment of the Advance and receipt by the Registrar or the Transfer Agent, as
the case may be, of the Payment (at a rate quoted at that time by the Registrar or the Transfer
Agent, as the case may be, as its cost of funding the Advance provided that evidence of the
basis of such rate is given to TMCC); and
(c)
unless
otherwise agreed in writing between TMCC and the Registrar or the Transfer Agent, as the
case may be, if on the relevant Issue Date a Purchaser does not pay the full purchase price
due from it in respect of any Registered Note (the “
Defaulted Note
”) and,
as a result, the Defaulted Note remains in the Registrar’s or the Transfer Agent’s
distribution account with Euroclear and/or Clearstream, Luxembourg (or, in the case of Registered
Notes not held in the NSS, such other applicable clearing agency) after such Issue Date,
the Registrar or the Transfer Agent, as the case may be, will continue to hold the Defaulted
Note to the order of TMCC. The Registrar or the Transfer Agent, as the case may
be (and if the Registrar fails to do so, the Transfer Agent), shall notify TMCC forthwith
of the failure of the Purchaser to pay the full purchase price due from it in respect of
any Defaulted Note and, subsequently, shall notify TMCC forthwith upon receipt from the Purchaser
of the full purchase price in respect of such Defaulted Note.
3.7
Execution in
facsimile of any Registered Notes and any photostatic copying or other duplication of the
master Registered Global Note (in unauthenticated form, but executed manually on behalf of
TMCC as stated above) shall be binding upon TMCC in the same manner as if such Registered
Notes were signed manually by such signatories.
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7
4.
Issue of Global
Registered Notes
4.1
Upon receipt
of a Registered Global Note(s) duly executed on behalf of TMCC (unless a master Registered
Global Note is to be used) and a copy of the applicable Final Terms duly executed on behalf
of TMCC, together with a written order or orders to authenticate and deliver a Registered
Global Note(s) in a stated aggregate nominal amount, the Registrar or the Transfer Agent,
as the case may be, shall authenticate and the Registrar shall register the stated aggregate
nominal amount of Registered Notes.
4.2
In
respect of Registered Notes settling in a Clearing System (including Euroclear and Clearstream,
Luxembourg):
(a)
where
the applicable Final Terms indicate the Registered Global Note(s) is/are not intended to
be held in the NSS, the Registrar or the Transfer Agent, as the case may be, shall deliver
such Registered Global Note(s) to the specified depository of the Relevant Clearing System
(or, in the case of Euroclear and Clearstream, Luxembourg a common depositary) against receipt
from such depository of confirmation that such depository is holding the Registered Global
Note(s) in safe custody for the account of Euroclear, Clearstream, Luxembourg or such other
clearing agency and instruct Euroclear, Clearstream, Luxembourg and/or such other applicable
clearing agency; and
(b)
where
the applicable Final Terms indicate the Registered Global Note(s) is/are intended to be held
in the NSS, the Registrar or the Transfer Agent, as the case may be (and if the Registrar
fails to do so, the Transfer Agent), shall (i) deliver such Registered Global Note(s) to
the specified common safekeeper of Euroclear and Clearstream, Luxembourg against receipt
from such common safekeeper of confirmation that such common safekeeper is holding the Registered
Global Note(s) in safe custody for the account of Euroclear and Clearstream, Luxembourg and
instruct the common safekeeper to effectuate the same; and (ii) instruct Euroclear and Clearstream,
Luxembourg to make the appropriate entries in their records to reflect the initial outstanding
aggregate nominal amount of the relevant Tranche of Registered Notes.
4.3
Where the Registrar
or the Transfer Agent, as the case may be, delivers any authenticated Registered Global Note
that is to be held in the NSS to a common safekeeper for effectuation using electronic means,
it is authorised and instructed to destroy the Registered Global Note retained by it following
its receipt of confirmation from the common safekeeper that the relevant Registered Global
Note has been effectuated.
4.4
The Registrar
or the Transfer Agent, as the case may be (and if the Registrar fails to do so, the Transfer
Agent), shall provide Euroclear, Clearstream, Luxembourg and/or such other applicable clearing
agency with the notifications, instructions or other information to be given by the Registrar
or the Transfer Agent, as the case may be, to Euroclear, Clearstream, Luxembourg and/or such
other applicable clearing agency.
4.5
In respect of
each Registered Global Note that is to be held in the NSS, the Registrar or the Transfer
Agent, as the case may be (and if the Registrar fails to do so, the Transfer Agent), shall
also perform the duties set out in Schedule 4 to this Agreement.
4.6
Any of the duties
and obligations of the Registrar or the Transfer Agent in this Section 4 may, with the consent
of TMCC, be delegated by the Registrar or the Transfer Agent with respect to a particular
Series of Registered Notes to a third party, provided such third party’s performance
is subject to the overall supervision and control of the Registrar or the Transfer Agent
and
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provided
further that the Registrar may not delegate its duty and obligation to maintain the Register in Dublin.
5.
Issue of Definitive
Registered Notes
5.1
A Registered
Global Note will be exchanged in whole, but not in part only, for Definitive Registered Notes
only upon the occurrence of an Exchange Event, as that term is defined in the applicable
Registered Global Note.
5.2
Upon the occurrence
of an Exchange Event, (i) TMCC will promptly give notice to the Registrar, the Transfer Agent
and any other Paying Agents and to Noteholders in accordance with Condition 16 and the Clearing
System (acting on the instructions of any holder of an interest in the Registered Global
Note) may give notice to the Registrar and/or the Transfer Agent requesting exchange; and
(ii) TMCC shall execute Definitive Registered Notes and provide them to the Transfer Agent. The
Transfer Agent, upon receipt thereof, shall either authenticate and deliver, or procure the
Registrar to authenticate and deliver, such Definitive Registered Notes, without coupons,
in such denominations as are specified in the applicable Final Terms, in an aggregate nominal
amount equal to the aggregate nominal amount of the Registered Global Note as of the exchange
date.
5.3
Any such exchange
shall occur not later than 45 days after the date of receipt of the first relevant notice
by the Registrar or the Transfer Agent, as the case may be. The exchange will
be made upon presentation of the Registered Global Note by the registered holder thereof
on any day (other than a Saturday or Sunday) on which banks are open for general business
in London and Dublin. The aggregate nominal amount of Definitive Registered Notes
issued upon an exchange of the Registered Global Note will be equal to the aggregate nominal
amount of the Registered Global Note at the time of such exchange. On an exchange
of the whole of the Registered Global Note, the Registered Global Note shall be surrendered
to the Registrar or the Transfer Agent and the Registrar or the Transfer Agent, as the case
may be, shall cancel such Registered Global Note.
5.4
Definitive Registered
Notes issued in exchange for the Registered Global Note pursuant to Subsection 5.2 shall
be registered by the Registrar in such name as the Relevant Clearing System, pursuant to
instructions from its direct or indirect participants or otherwise, shall instruct the Registrar,
the Transfer Agent or TMCC. The Registrar or the Transfer Agent, as the case may
be (and if the Registrar fails to do so, the Transfer Agent), shall deliver such Definitive
Registered Notes to or as directed by the persons in whose names such Definitive Registered
Notes are so registered by the Registrar and shall direct all payments to be made in respect
of such Definitive Registered Notes to the registered holders thereof on or after such exchange
regardless of whether such exchange occurred after the record date for such payment.
5.5
All Definitive
Registered Notes issued upon the exchange of the Registered Global Note shall be valid obligations
of TMCC, evidencing the same debt, entitled to the same benefits and subject to the same
terms and conditions (except insofar as they relate specifically to a Registered Global Note)
as the Registered Global Note surrendered upon such exchange.
6.
Registration,
Transfers and Exchanges
6.1
The Registrar,
as agent of TMCC for such purpose, shall at all times keep at its principal offices in Dublin,
a central securities register (hereinafter the “
Register
”) for the registration
of Registered Notes and registration of transfers and exchanges of Registered Notes, in which
shall be entered the names, alphabetically arranged, and the latest known address of each
person who
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9
is or
has been a registered holder of Registered Notes, the number of Registered Notes held by them, and the date and particulars of the issue
and transfer of each Registered Note.
6.2
The Transfer
Agent shall notify the Registrar of each registration required to be made by the Registrar
in the Register and the Registrar shall make a corresponding registration in the Register.
6.3
Subject to Section
7 hereof, upon surrender for registration of transfer of any Registered Note at its office,
the Registrar or the Transfer Agent, as the case may be, shall authenticate, register and
deliver, in the name of the transferee or transferees, a new Registered Note or Registered
Notes for a like aggregate nominal amount.
6.4
Subject to Section
7 hereof, upon surrender of any Registered Note at its office for exchange, the Registrar
or the Transfer Agent, as the case may be, shall authenticate, register (in the case of the
Registrar), procure the Registrar to register (in the case of the Transfer Agent) and deliver,
in exchange for such Registered Note, a new Registered Note or Registered Notes of the appropriate
authorised denomination(s) and for a like aggregate nominal amount in accordance with the
provisions of the Registered Notes. TMCC, the Registrar and the Transfer Agent
shall not be required to make any exchange of Registered Notes if as a result thereof, TMCC
would incur adverse tax or other similar consequences under the laws or regulations of any
jurisdiction in effect at the time of the exchange.
6.5
All new Registered
Notes authenticated and delivered by the Registrar or the Transfer Agent, as the case may
be, upon registration of transfer or in exchange for Registered Notes of other denominations
shall be so dated that neither gain nor loss of interest shall result from such registration
of transfer or exchange.
6.6
All Registered
Notes presented or surrendered for registration of transfer or exchange shall be accompanied
by a written instrument or instruments of transfer in form satisfactory to the Registrar
or the Transfer Agent, as the case may be, which form shall be substantially in the form
appended to the Registered Notes and otherwise in accordance with the prevailing transfer
regulations and practices of the Relevant Clearing System and duly executed by the registered
holder or its duly authorised attorney.
6.7
The Registrar
or the Transfer Agent, as the case may be, shall not impose any service charge on the registered
holder on any such registration of transfer or exchange of Registered Notes;
however
TMCC may require of the party requesting such transfer or exchange, as a condition precedent
to the exercise of any right of transfer or exchange contained in this Agreement or in the
Registered Notes, the payment of a sum sufficient to cover any stamp or other tax or other
governmental charge payable in connection therewith.
6.8
TMCC, the Registrar,
the Transfer Agent and any other Paying Agent may (except as ordered by a court of competent
jurisdiction or as required by law) treat the person in whose name any Registered Note is
registered as the absolute owner of such Registered Note for the purpose of receiving payment
of principal of and interest on such Registered Note, subject to the provisions of the Registered
Global Note, whether or not such Registered Note be overdue and notwithstanding any notice
of ownership, theft or loss or any writing thereon made by anyone, and any such payment shall
be a good and sufficient discharge to TMCC, the Registrar, the Transfer Agent and any other
Paying Agent for the amount so paid, provided that where the Registrar, the Transfer Agent
or any other Paying Agent, as the case may be, has notified TMCC of the presentation and
surrender of any Registered Note in accordance with Subsection 9.2, the Registrar, the Transfer
Agent or any other Paying Agent shall not make payment thereon until so instructed by TMCC.
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6.9
The Registrar
shall not be required to register, and the Transfer Agent shall not be required to procure
the Registrar to register, any transfer or exchange of Registered Notes during the period
from any Regular Record Date (as defined in the Registered Notes) to the corresponding Interest
Payment Date (as defined in the applicable Final Terms) or Maturity Date (as defined in the
applicable Final Terms) or from the close of business on the Redemption Record Date (as defined
in the Registered Notes) to the Redemption Date (as defined in the Registered Notes) and
for the purposes of any interest payment made in accordance with Section 8 hereof, such payment
shall be made to those persons in whose names the Registered Notes are registered on such
Regular Record Date or Redemption Record Date, as the case may be.
7.
Special Provisions
relating to Registered Global Notes
7.1
Unless otherwise
agreed by TMCC, the relevant Purchaser, the Registrar and the Transfer Agent, each Registered
Global Note shall be registered on issue in the name of a nominee of the Relevant Clearing
System (or a common nominee), or such other name as is advised by an authorised representative
of the Relevant Clearing System, and deposited on issue with a depository for the Relevant
Clearing System (or a common depositary).
7.2
As long as the
Relevant Clearing System or its nominee (or a common nominee) is the registered holder of
the Registered Global Note it will be considered the sole owner and holder of the Registered
Notes for purposes of receiving payment of principal and interest hereunder and under the
Registered Global Note. None of TMCC, the Registrar, the Transfer Agent or any
other Paying Agent will have any responsibility or liability for any aspect of the records
of the Relevant Clearing System relating to payments made by such Clearing System on account
of beneficial interests in the Registered Global Note. Except as provided in Subsection
5.1 hereof, owners of beneficial interests in the Registered Global Note will not be entitled
to have Registered Notes registered in their names and will not receive or be entitled to
receive Definitive Registered Notes.
7.3
Unless the Registered
Global Note is presented by an authorised representative of the Relevant Clearing System
to TMCC, the Registrar, the Transfer Agent or any other Paying Agent for registration of
transfer, exchange or payment, and any replacement Registered Global Note issued is registered
in the name of, or in the name of a nominee (or common nominee) of, the Relevant Clearing
System, or in such other name as is requested by an authorised representative of the Relevant
Clearing System (and any payment is made to such nominee (or common nominee) or to such other
entity as is requested by an authorised representative of the Relevant Clearing System),
any transfer, pledge or other use of the Registered Global Note for value or otherwise by
or to any person shall be wrongful since the registered holder thereof has an interest therein.
8.
Payments
8.1
TMCC will pay
to the Transfer Agent, in same day funds, in the Specified Currency, to an account to be
specified by the Transfer Agent, prior to 9:30 a.m. (London time) on the day on which
the same shall become due (or the next following Business Day (as defined below) if such
due date falls upon a day which is not a Business Day), all amounts to be paid on the Registered
Notes for principal and interest on that date as required by the terms of the Registered
Notes, and TMCC hereby authorises and directs the Transfer Agent, from the funds so paid
to it, to make payment of the principal and interest in respect of the Registered Notes in
accordance with their terms and the provisions set forth below. For the purposes
hereof, “
Business Day
” means a day on which banking institutions in London,
England
or
the applicable
place of payment are not authorised or obligated by law or executive order to be closed.
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8.2
Payment of principal
and interest on the Registered Global Note shall be made by the Transfer Agent to the registered
holder in the Specified Currency and in accordance with the regular procedures established
from time to time by the Relevant Clearing System and the Transfer Agent.
8.3
Payment of principal
in respect of Definitive Registered Notes issued pursuant to Subsection 5.1 hereof shall
be made in the Specified Currency at the office of the Registrar in Dublin, the office of
the Transfer Agent in London, England or at the specified office of any other Paying Agent,
provided no such payment shall be made at a specified office of any Paying Agent within the
United States.
8.4
The Transfer
Agent shall arrange with each other Paying Agent (as applicable) for the payment, as provided
herein, of the principal of and interest on the Registered Global Notes on terms approved
by TMCC provided no such payment shall be made at a specified office of any Paying Agent
within the United States. Notwithstanding the foregoing such payment may be made
at the specified office of a Paying Agent in the United States (which expression, as used
herein, means the United States of America (including the States and the District of Columbia
and its possessions)) only if:
(a)
Paying
Agents with specified offices outside the United States have been appointed with the reasonable
expectation that such Paying Agents would be able to make payments at such specified offices
outside the United States of the full amount owing in respect to such Registered Global Notes
in the manner provided above when due;
(b)
payment
of the full amount owing in respect of such Registered Global Notes at all such specified
offices outside the United States is illegal or effectively precluded by the imposition of
exchange controls or other similar restrictions on the full amount; and
(c)
such
payment is then permitted under United States law without involving, in the opinion of TMCC,
adverse tax consequences to TMCC.
8.5
Payment of interest
due prior to or at maturity or on any date of early redemption will be made
by
credit or transfer to an account in the relevant Specified Currency maintained by the payee
with, or at the option of the payee by a cheque in such Specified Currency drawn on, a bank
in the principal financial centre of the country of such Specified Currency unless specified
otherwise in the applicable Final Terms,
delivered to the registered addresses of
registered holders of Registered Notes. Such cheque shall be dated the due date
for payment and made payable to the order of the registered holder or, in the case of joint
registered holders, to the order of all such joint holders (failing instructions from them
to the contrary) and shall be sent to the address of that one of such joint holders whose
name stands first in the register as one of such joint holders. The Registrar,
the Transfer Agent or any Paying Agent appointed by TMCC for such purpose shall mail or otherwise
deliver such cheques to the names and addresses of registered holders of Registered Notes
sufficiently in advance of the relevant due date for payment that receipt of such cheques
by registered holders on or before the due date is reasonably assured.
8.6
All moneys paid
to the Transfer Agent under Subsection 8.1 hereof shall be held by it for the registered
holders of Registered Notes to be applied by the Transfer Agent to payments due on the Registered
Notes at the time and in the manner provided for in this Agreement and the Registered Notes. Any
money deposited with the Transfer Agent for the payment of the principal or interest in respect
of any Registered Note remaining unclaimed for five years after such principal or interest
shall have become due and payable shall be repaid to TMCC without interest, and the registered
holder of a Registered Note may thereafter look only to TMCC for
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any payment
to which such holder may be entitled. All funds held by the Transfer Agent need not be segregated from other funds, except
as required by law.
8.7
Subject to the
Transfer Agent being satisfied in its sole discretion that payment has been or will be duly
made as provided in Subsection 8.1, the Transfer Agent or the relevant Paying Agent shall
pay or cause to be paid all amounts due in respect of the Registered Notes on behalf of TMCC
in the manner provided in the Conditions. If any payment provided for in Subsection
8.1 is made late but otherwise in accordance with the provisions of this Agreement, the Transfer
Agent and each Paying Agent shall nevertheless make payments in respect of the Registered
Notes as aforesaid following receipt by it of such payment.
8.8
If for any reason
the Transfer Agent considers in its sole discretion that the amounts to be received by the
Transfer Agent pursuant to Subsection 8.1 will be, or the amounts actually received by it
pursuant thereto are, insufficient to satisfy all claims in respect of all payments then
falling due in respect of the Registered Notes, the Transfer Agent shall then forthwith notify
TMCC of such insufficiency and, until such time as the Transfer Agent has received the full
amount of all such payments, neither the Transfer Agent nor any Paying Agent shall be obliged
to pay any such claims.
8.9
Without prejudice
to Subsections 8.7 and 8.8, if the Transfer Agent pays any amounts to the holders of Registered
Note or to any Paying Agent at a time when it has not received payment in full in respect
of the relevant Registered Note in accordance with Subsection 8.1 (the excess of the amounts
so paid over the amounts so received being the “
Shortfall
”), TMCC shall,
in addition to paying amounts due under Subsection 8.1, pay to the Transfer Agent on demand
interest (at a rate which represents the Transfer Agent’s actual overnight cost of
funding the Shortfall as evidenced to TMCC by the provision of details of the calculation
of the cost of funding) on the Shortfall (or the unreimbursed portion thereof) from (and
including) the date such Shortfall is paid by the Transfer Agent to the holders of the Registered
Notes or to any Paying Agent to (but excluding) the date of receipt in full by the Transfer
Agent of the Shortfall. The Transfer Agent shall notify TMCC by email as soon
as practicable, it being understood that TMCC shall have the right to make such payment subsequently
with good value as of such Business Day.
8.10
The Transfer
Agent shall on demand promptly reimburse each Paying Agent for payments in respect of Registered
Notes properly made by such Paying Agent in accordance with this Agreement and the Conditions
unless the Transfer Agent has notified the Paying Agent, prior to the opening of business
in the location of the office of the Paying Agent through which payment in respect of the
Registered Notes can be made on the due date of a payment in respect of the Registered Notes,
that the Transfer Agent does not expect to receive sufficient funds to make payment of all
amounts falling due in respect of such Registered Notes.
8.11
The Transfer
Agent shall be entitled to deduct any applicable FATCA Withholding Tax and shall have no
obligation to gross-up any payment hereunder or to pay any additional amount as a result
of such applicable FATCA Withholding Tax.
8.12
If TMCC reasonably
determines that it will be required to withhold or deduct any FATCA Withholding Tax in connection
with any payment due on any Notes, then TMCC will be entitled to re-direct or reorganise
any such payment in any way that it sees fit in order that the payment may be made without
FATCA Withholding Tax provided that any such re-direction or reorganisation of any payment
is made through a recognised institution of international standing and such payment is otherwise
made in accordance with this Agreement.
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9.
Mutilated, Destroyed, Stolen or Lost Note
Certificates
9.1
If any Registered
Note certificate is mutilated, defaced, destroyed, stolen or lost, application for replacement
shall be made to the Registrar or the Transfer Agent, as the case may be, who shall promptly
transmit such application to TMCC. Such application shall be accompanied by the
mutilated or defaced certificate or proof, satisfactory to TMCC in its discretion, of the
destruction, theft or loss of the certificate, and upon receipt by TMCC of an indemnity satisfactory
to it, TMCC shall execute a new certificate of like tenor, and upon written instructions
from TMCC, the Registrar or the Transfer Agent, as the case may be, shall thereupon cancel
the mutilated or defaced certificate and the Registrar shall, or the Transfer Agent shall
procure that the Registrar shall, adjust the Register to reflect the destruction, theft or
loss of a certificate, as the case may be, and authenticate, register (in the case of the
Registrar only) and deliver such new certificate in exchange for the mutilated or defaced
certificate or in substitution for the destroyed, stolen or lost certificate. Such
replacement certificate shall be so dated that neither gain nor loss in interest will result
from such exchange or substitution. All expenses associated with procuring any
indemnity and with the preparation, authentication and delivery of a replacement certificate
will be borne by the registered holder of the mutilated, defaced, destroyed, stolen or lost
Registered Note certificate.
9.2
Whenever any
Registered Note certificate, alleged to have been lost, stolen or destroyed for which a replacement
Registered Note certificate has been issued, is presented to the Registrar, Transfer Agent
or any Paying Agent for payment at maturity or redemption or for registration of transfer
or exchange, the Registrar, Transfer Agent or the Paying Agent, as the case may be, shall
immediately notify TMCC in respect thereof and shall deal with such Registered Note only
in accordance with TMCC’s instructions.
10.
Maturity, Redemption and Purchases
10.1
Unless previously
redeemed as provided in the Conditions, or repurchased by TMCC as provided below, the nominal
amount of the Registered Notes is due and payable on the Maturity Date or such other date
or dates as set out in the applicable Final Terms.
10.2
TMCC may, if
not in default under the Conditions and the terms of the Registered Notes, at any time, purchase
Registered Notes in the open market, or by tender or by private contract at any price, in
accordance with applicable law and shall cause the Registrar or the Transfer Agent, as the
case may be, to cancel any Registered Notes so purchased.
10.3
If TMCC elects
to purchase and have cancelled any Registered Notes of a Series when such Registered Notes
have been issued in the form of one or more Registered Global Notes, it shall require the
Registrar to register such cancellation in the Register and the Registrar or the Transfer
Agent, as the case may be (and if the Registrar fails to do so, the Transfer Agent), shall
instruct the Relevant Clearing System to reduce the outstanding aggregate nominal amount
of the Registered Global Note(s) of such Series in accordance with the regular procedures
of such Clearing System in effect at such time. Where a Global Registered Note
is held in the NSS, the Registrar or the Transfer Agent, as the case may be (and if the Registrar
fails to do so, the Transfer Agent), shall instruct the ICSDs to make entries in their records
to reflect the cancellation and reduction of the outstanding aggregate nominal amount of
such Registered Global Note. In addition, upon TMCC’s cancellation of any
such Registered Notes, the Registrar shall deem that the maximum amount of the Registered
Notes of such Series to be issued and outstanding at any time shall be reduced by the nominal
amount of the Registered Notes so cancelled.
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11.
Cancellation and Destruction
All Registered
Notes which are paid at maturity or upon early redemption, or surrendered for registration of transfer or exchange for other certificates,
shall be cancelled by the Registrar or the Transfer Agent and the Registrar shall, and the Transfer Agent shall procure that the Registrar
shall, register such cancellation. The Registrar shall, as soon as practicable after the date of cancellation of Registered
Notes under this Section 11, Subsection 10.2 or Subsection 10.3 hereof or the date that the Register is adjusted to reflect the destruction,
theft or loss of a certificate pursuant to Subsection 9.1 hereof, furnish or procure that the Transfer Agent furnishes, TMCC, the Registrar
or the Transfer Agent (as applicable) and the Agent with a certificate or certificates stating the serial numbers and total number of
Registered Notes that have been cancelled. The Registrar or the Transfer Agent, as the case may be, shall destroy all cancelled
Registered Notes in accordance with the instructions of TMCC and shall furnish to TMCC, on a timely basis, certificates of destruction
stating the serial numbers, dollar value and total number of all Registered Notes destroyed hereunder, copied to the Registrar or the
Transfer Agent, as the case may be.
12.
Publication of Notices
On behalf of and
at the request and expense of TMCC, the Transfer Agent shall cause to be published all notices required to be given by TMCC in relation
to Registered Notes in accordance with the Conditions. Forthwith upon the receipt by the Registrar or the Transfer Agent,
as the case may be, of a demand or notice from any Noteholder in accordance with the Conditions, the Registrar or the Transfer Agent,
as the case may be, shall forward a copy thereof to TMCC.
13.
Limit on Liability
In acting under
this Agreement, the Registrar, the Transfer Agent and any other Paying Agent are acting solely as agents of TMCC and do not assume any
obligation or relationship of agency or trust for or with any of the holders of the Registered Notes.
14.
Rights and Liabilities
of Registrar, Transfer Agent and Paying Agents
14.1
The Registrar
and the Transfer Agent may rely without further investigation or inquiry upon and shall incur
no liability for, or in respect of, any action taken, omitted to be taken or suffered by
it in reliance upon any Registered Note, certificate, affidavit, instruction, notice, request,
direction, order, statement or other paper, document or communication reasonably believed
by it to be genuine. Any order, certificate, affidavit, instruction, notice, request,
direction, statement or other communication from TMCC made or given by it and sent, delivered
or directed to the Registrar or the Transfer Agent under, pursuant to, or as permitted by,
any provision of this Agreement shall be sufficient for purposes of this Agreement if such
communication is in writing and signed by the duly authorised representatives of and certified
as such by TMCC. The Registrar and the Transfer Agent shall retain the right not
to act and shall not be held liable for refusing to act unless it has received clear and
reasonable documentation which complies with the terms of this Agreement. The
Registrar and the Transfer Agent shall be entitled to rely on, and act upon, any direction,
order, instruction, notice or other communication provided to it hereunder which is sent
to it by email.
14.2
The Registrar,
the Transfer Agent and each other Paying Agent, and their officers, directors and employees,
may become the holder of, or acquire any interest in, any Notes, with the same rights that
it or they would have if it were not the Registrar, Transfer Agent or a Paying Agent hereunder,
or they were not such officers, directors or employees, and may engage or be interested in
any financial or other transaction with TMCC and may act on, or as depository,
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trustee
or agent for, any committee or body of holders of Notes or other obligations of TMCC as freely as if it were not the Registrar, Transfer
Agent or a Paying Agent hereunder or they were not such officers, directors or employees.
14.3
The Registrar
and the Transfer Agent may in connection with its services hereunder:
(a)
consult
with legal and other professional advisers and the opinion of such advisers shall be full
and complete protection in respect of any action taken, omitted or suffered hereunder in
good faith and in accordance with the opinion of such advisers;
(b)
assume
that the terms of the Registered Notes as issued are correct;
(c)
refer
any question relating to the ownership of any Registered Note, or the adequacy or sufficiency
of any evidence supplied in connection with the replacement, transfer or exchange of any
Registered Note to TMCC for determination by TMCC and in good faith conclusively rely upon
any determination so made; and
(d)
whenever
in the administration of this Agreement it shall deem it desirable that a matter be proved
or established prior to taking, suffering or omitting any action hereunder, in the absence
of bad faith or negligence or wilful misconduct on its part, accept a certificate signed
by any person duly authorised on behalf of TMCC as to any fact or matter prima facie within
the knowledge of TMCC as sufficient evidence thereof.
14.4
No provisions
of this Agreement shall require the Registrar or the Transfer Agent to expend its own funds
or assume a financial commitment to a person not party to this Agreement (other than in the
ordinary course of its business) in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers hereunder.
14.5
The Transfer
Agent, the Registrar and any other Paying Agent shall be obliged to perform such duties and
only such duties as are set out in this Agreement (including Schedule 4), the Conditions,
the Procedures Memorandum and the Registered Notes or are otherwise agreed in writing by
TMCC, the Registrar, the Transfer Agent and any Paying Agent, as applicable, and no implied
duties or obligations shall be read into this Agreement or the Registered Notes against the
Transfer Agent, the Registrar and Paying Agents other than the duty to act honestly and in
good faith and to exercise the diligence of a reasonably prudent registrar, transfer agent
and paying agent, as applicable, in such circumstances.
14.6
TMCC will supply
the Registrar and the Transfer Agent with the names and specimen signatures of its authorised
signatories.
14.7
The sending
of a cheque by the Transfer Agent or the sending of moneys by credit or wire transfer by
the Transfer Agent will satisfy and discharge the liability for any amounts due to the extent
of the sum or sums represented thereby (plus the amount of any tax deducted or withheld as
required by law) unless such cheque, credit or wire is not honoured on presentation; provided
that, in the event of the non-receipt of such cheque, credit or wire by the payee, or
the loss or destruction thereof, the Transfer Agent, upon being furnished with reasonable
evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to
it, will issue to such payee a replacement cheque, credit or wire.
14.8
The amount
of the Programme may be increased by the Issuers in accordance with the procedure set out
in the Programme Agreement. Upon any increase being effected, all references in
this Agreement to the amount of the Programme shall be deemed to be references to the increased
amount.
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14.9
The Transfer
Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding
Tax at the time of such Transfer Agent’s or Paying Agent’s appointment.
14.10
The Transfer
Agent and any other Paying Agent that is for the purposes of receiving payments under this
Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations
Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning
of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with
all withholding requirements imposed on payments with respect to the Notes under Sections
1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its
appointment it will provide TMCC with a properly completed, signed and valid IRS Form
W-9.
14.11
The Transfer
Agent and any other Paying Agent that is for the purposes of receiving payments under this
Agreement a “foreign person” within the meaning of U.S. Treasury Regulations
Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary”
within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so,
and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees
that upon its appointment it will provide TMCC with a properly, completed, signed and valid
IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and
identifying itself as a qualified intermediary that has undertaken primary responsibility
for chapter 3 and chapter 4 withholding and 1099 reporting.
14.12
Payments made
by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments”
within the meaning of Section 1473(1) of the Code.
15.
Commissions, Expenses and Indemnities
15.1
TMCC agrees
to pay to the Registrar and Transfer Agent such fees and commissions as TMCC, the Registrar
and Transfer Agent may separately agree in respect of the services of the Registrar and the
Transfer Agent hereunder, together with any out-of-pocket expenses (including legal, printing,
postage, tax, cable and advertising expenses required in connection with the Registered Notes
issued hereunder) properly incurred by the Registrar and the Transfer Agent in connection
with their said services.
15.2
TMCC will indemnify
the Registrar, the Transfer Agent and each other Paying Agent against any direct losses,
liabilities, costs, claims, actions, demands or expenses (including, but not limited to,
all reasonable costs, charges and expenses paid or incurred in disputing or defending any
of the foregoing but excluding loss of profits) which it may incur or which may be made against
the Registrar, the Transfer Agent and each other Paying Agent as a result of, or in connection
with its appointment by TMCC or the exercise of its powers and duties under this Agreement
except such as may result from the Registrar’s, the Transfer Agent’s or any other
Paying Agent’s own wilful default, negligence or bad faith or that of its officers,
directors or employees or the breach by it of the terms of this Agreement. Such
indemnity shall survive the termination or expiry of this Agreement.
15.3
The Registrar,
the Transfer Agent and each other Paying Agent shall not be liable for any action taken or
omitted hereunder except for their own wilful default, negligence or bad faith or that of
their respective officers, directors or employees or the breach by any of them of the terms
of this Agreement. The Agent, the Transfer Agent and each other Paying Agent shall
not be liable for any consequential loss (being loss of business, goodwill, opportunity or
profit) suffered by TMCC.
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15.4
The Registrar,
the Transfer Agent and each other Paying Agent shall not be responsible for the acts or failure
to act of any other of them and each of the Registrar, the Transfer Agent and each other
Paying Agent shall severally indemnify TMCC against any loss, liability, cost, claim, action,
demand or expense (including, but not limited to, all reasonable costs, legal fees, charges
and expenses paid or incurred in disputing or defending any of the foregoing) which TMCC
may incur or which may be made against it as a result of the breach by the Registrar, the
Transfer Agent or such other Paying Agent of the terms of this Agreement or its wilful default,
negligence or bad faith or that of its officers, directors or employees. Such
indemnity shall survive the termination or expiry of this Agreement.
15.5
If, under any
applicable law and whether pursuant to a judgment being made or registered against TMCC or
in the liquidation, insolvency or analogous process of TMCC or for any other reason, any
payment under or in connection with this Agreement is made or is to be satisfied in a currency
(the “
other currency
”) other than that in which the relevant payment is
expressed to be due (the “
required currency
”) under this Agreement, then,
to the extent that the payment (when converted into the required currency at the rate of
exchange on the date of payment or, if it is not practicable for the Transfer Agent or the
relevant Paying Agent to purchase the required currency with the other currency on the date
of payment, at the rate of exchange as soon thereafter as it is practicable for it to do
so or, in the case of a liquidation, insolvency or analogous process at the rate of exchange
on the latest date permitted by applicable law for the determination of liabilities in such
liquidation, insolvency or analogous process) actually received by the Transfer Agent or
the relevant Paying Agent falls short of the amount due under the terms of this Agreement,
TMCC undertakes that it shall, as a separate and independent obligation, indemnify and hold
harmless the Transfer Agent and the relevant Paying Agent against the amount of such shortfall. For
the purpose of this Subsection 15.5, “
rate of exchange
” means the rate
at which the Transfer Agent or the relevant Paying Agent is able on the London foreign exchange
market on the relevant date to purchase the required currency with the other currency and
shall take into account any premium and other costs of exchange.
16.
Changes in Registrar, Transfer Agent and
Paying Agents
16.1
TMCC agrees
that until no Registered Note is outstanding or until moneys for the payment of all amounts
in respect of all outstanding Registered Notes have been made available to the Transfer Agent
and have been returned to TMCC as provided herein (whichever is the later):
(a)
there
shall at all times be a Registrar and a Transfer Agent hereunder; and
(b)
so long
as any Notes are admitted to trading or listed on any Stock Exchange or other relevant authority,
there will at all times be a Paying Agent with a specified office in such place as may be
required by the rules and regulations of the relevant Stock Exchange or other relevant authority;
provided
that TMCC, whenever possible, may choose to act at any time as its own registrar, transfer agent and paying agent.
16.2
Neither the
Registrar nor the Transfer Agent shall transfer or assign this Agreement or any interest
or obligation herein without TMCC’s prior written consent. Any corporation
into which the Registrar or the Transfer Agent may be amalgamated, merged or converted, or
any corporation with which the Registrar or the Transfer Agent may be consolidated, or any
corporation resulting from any amalgamation, merger, conversion or consolidation to which
the Registrar or the Transfer Agent shall sell or otherwise transfer all or substantially
all of its corporate trust or bond agency business shall be the successor Registrar or the
Transfer Agent, as the case may be, under this Agreement without the execution or filing
of any paper or any
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further
act on the part of any of the parties hereto, but subject to prior notice to and the prior approval of TMCC.
16.3
The Registrar
may at any time resign by giving written notice to TMCC of its resignation, specifying the
date on which its resignation shall become effective (which shall not be less than 60 days
after the date on which such notice is given unless TMCC shall agree to a shorter period);
provided that no such notice shall expire less than 30 days before or less than 30 days after
the due date for any payment of principal or interest in respect of the Notes. TMCC
may remove the Registrar at any time by giving written notice to the Registrar specifying
the date on which such removal shall become effective. Such resignation or removal
shall only take effect upon the appointment by TMCC of a successor Registrar and upon the
acceptance of such appointment by such successor Registrar. The Transfer Agent
and any other Paying Agent may resign or may be removed at any time upon like notice, and
TMCC in any such case may appoint in substitution therefor a new Transfer Agent or Paying
Agent.
16.4
TMCC may from
time to time appoint one or more additional agents in relation to the Registered Notes (which
may include the agents appointed under the Programme Agency Agreement) for the processing
of applications for registration of transfer and exchange of Registered Notes and/or for
the payment (subject to the applicable laws and regulations) of the principal of and interest
on the Registered Notes and shall provide notice of such appointment to the Registrar, the
Transfer Agent and the Agent; provided, however, that the Register shall at all times be
maintained by the Registrar. The obligations of the Transfer Agent, Registrar,
other Paying Agent or additional agent appointed in relation to the Registered Notes are
several and not joint.
16.5
TMCC may at
any time terminate the appointment of the Registrar, the Transfer Agent or any Paying Agent
appointed in relation to Registered Notes. TMCC will keep the Registrar, the Transfer
Agent and the Agent informed as to the name, address, telephone number and email address
of each Paying Agent appointed by it in relation to Registered Notes and will notify the
Registrar, the Transfer Agent and the Agent of the resignation or removal of the Registrar,
the Transfer Agent or any Paying Agent in relation to Registered Notes.
16.6
The appointment
of the Registrar, the Transfer Agent or any Paying Agent hereunder shall forthwith terminate,
whether or not notice of such termination shall have been given, if at any time the Registrar,
the Transfer Agent or such Paying Agent becomes incapable of performing its duties hereunder,
or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes
an assignment for the benefit of its creditors or consents to the appointment of a liquidator
or receiver of all or any substantial part of its property or admits in writing its inability
to pay or meet its debts as they mature or suspends payment thereof, or if a resolution is
passed or an order made for the winding up or dissolution of the Registrar, the Transfer
Agent or such Paying Agent, or if a liquidator or receiver of the Registrar, the Transfer
Agent or such Paying Agent of all or any substantial part of its property is appointed, or
if any order of any court is entered approving any petition filed by or against it under
the provisions of any applicable bankruptcy or insolvency law, or if any public officer takes
charge or control of the Registrar, the Transfer Agent or such Paying Agent or its property
or affairs for the purposes of rehabilitation, conservation or liquidation.
16.7
Prior to the
effective date of any such resignation or removal of the Registrar, the Transfer Agent or
Paying Agent, or if the Registrar, the Transfer Agent or Paying Agent shall become unable
to act as such, TMCC shall appoint a successor Registrar, Transfer Agent or Paying Agent. Upon
the appointment of a successor Registrar, Transfer Agent or Paying Agent and its acceptance
of such appointment, the retiring Registrar, Transfer Agent or Paying Agent shall, at the
direction of TMCC, deliver and pay over to its successor any and all securities, money
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19
and any
other properties then in its possession as Registrar, Transfer Agent or Paying Agent and shall thereupon cease to act hereunder.
16.8
Any variation,
termination, appointment or change shall only take effect (other than termination under Subsection
16.6 hereof above, when it shall be of immediate effect) after not less than 30 or more than
45 days’ prior notice thereof shall have been given to the Noteholders in accordance
with Condition 16.
16.9
Not less than
60 days prior to the date of any affected payment, the Transfer Agent and each Paying Agent
agrees that it shall notify TMCC in writing if any of Subsection 14.9 and Subsection 14.10
or 14.11, as applicable to such Transfer Agent or Paying Agent, cease to be true, or if the
Transfer Agent or any other Paying Agent believes that it will no longer be able to comply
with such Subsections. Any such notice shall constitute notice of resignation
by such Paying Agent under Subsection 16.3.
17.
Meetings of Noteholders
17.1
Each of the
Registrar, the Transfer Agent and the Paying Agents, on the request of any holder of Registered
Notes, shall issue voting certificates and block voting instructions and shall forthwith
give notice to TMCC and the Registrar by email, with the original notice to follow by first
class prepaid post, of any revocation or amendment of a block voting instruction. Each
of the Registrar, the Transfer Agent and the Paying Agents will keep a full and complete
record of all voting certificates and block voting instructions issued by it and will, not
less than 24 hours before the time appointed for holding a meeting or adjourned meeting,
deposit at such place as may be notified to the Transfer Agent and the Paying Agents by the
Registrar, for the purpose full particulars, all voting certificates and block voting instructions
issued by it in respect of such meeting or adjourned meeting.
17.2
A meeting of
holders of Registered Notes may be called by the holders of at least 10 per cent. in nominal
amount of the outstanding Registered Notes affected thereby at any time and from time to
time to make, give or take any request, demand, authorisation, direction, notice, consent,
waiver or other action provided by this Agreement or the Registered Notes to be made, given
or taken by holders of Registered Notes.
17.3
The Registrar
may at any time call a meeting of holders of Registered Notes of any Series for any purpose
specified in Section 21 to be held at such time and at such place in Dublin or in London,
England or to be held wholly or partly by means of electronic facility or facilities (including
video conference platforms or by conference call), as the Registrar and TMCC shall determine
(including determining the means, or all different means, of attendance and participation
used in relation to a meeting of holders of Notes of any Series). Notice of every
meeting of holders of Registered Notes, setting forth the time and the place of such meeting
(which need not be a physical place), and if the meeting is to be held (wholly or partly)
by means of electronic facility or facilities, including video conference platforms or conference
calls (or partly in one way and partly in another), specifying the means, or all different
means, of attendance and participation, and in general terms the action proposed to be taken
at such meeting, shall be given by the Registrar to TMCC and to the holders of the Registered
Notes, in the same manner as provided in Condition 16, not less than 21 nor more than 180
days prior to the date fixed for the meeting. If at any time TMCC or the holders
of at least 10 per cent. in nominal amount of the outstanding Registered Notes shall have
requested the Registrar to call a meeting of the holders to take any action authorised in
Section 21, by written request setting forth in reasonable detail the action proposed to
be taken at the meeting, and the Registrar shall not have given notice of such meeting within
21 days after receipt of such request or shall not thereafter proceed to cause the meeting
to be held as provided herein, then TMCC, or the holders
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20
of Registered
Notes in the amount above-specified, as the case may be, may determine the time and the place in Dublin or London or the electronic facility
or facilities for such meeting (or partly in one way and partly in another) and may call such meeting by giving notice thereof as provided
in this Subsection 17.3.
17.4
To be entitled
to vote at any meeting of holders of Registered Notes, a person shall be a registered holder
of outstanding Registered Notes at the time of such meeting, or a person appointed by an
instrument in writing as proxy for such holder. Holders of Notes present in person
or by proxy by means of electronic facility or facilities (including video conference platforms
or conference call) provided in Subsection 17.3 shall be counted in the quorum for, and entitled
to participate in, the meeting of holders of Notes.
17.5
The quorum
at any meeting called to adopt a resolution will be persons holding or representing a majority
in aggregate nominal amount of the Registered Notes then outstanding affected thereby. In
the absence of a quorum, within 30 minutes of the time appointed for any such meeting, the
meeting may be adjourned for a period of not less than 10 days as determined by the chairman
of the meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to the adjournment
of such adjourned meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Subsection 17.3 except that such notice need be given not less
than five days prior to the date on which the meeting is scheduled to be reconvened. Notice
of the reconvening of an adjourned meeting shall state expressly the percentage of the nominal
amount of the outstanding Registered Notes which shall constitute a quorum.
The
quorum at any adjourned meeting will be one or more persons holding or representing 25 per cent. in aggregate nominal amount of
such Registered Notes then outstanding affected thereby. Any meeting of holders of Registered Notes at which a quorum is present
may be adjourned from time to time by vote of a majority in nominal amount of the outstanding Registered Notes represented at the meeting,
and the meeting may be held as so adjourned without further notice. At a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided
by the persons entitled to vote a majority in nominal amount of the outstanding Registered Notes represented and voting at such meeting,
provided that such amount approving such resolution shall be not less than 25 per cent. in nominal amount of the outstanding Registered
Notes.
17.6
Any modifications,
amendments or waivers under this Section 17 or Section 21 to this Agreement or to the terms
and conditions of the Registered Notes will be conclusive and binding on all holders of Registered
Notes whether or not they have given such consent or were present at any meeting, and whether
or not notation of such modifications, amendments or waivers is made upon the Registered
Notes. It shall not be necessary for the consent of the holders of Registered
Notes under Condition 15 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof.
17.7
Registered
Notes authenticated and delivered after the execution of any amendment under this Section
17 or Section 21 to this Agreement may bear a notation in form approved by the Registrar
and the Transfer Agent as to any matter provided for in such amendment to this Agreement. New
Registered Notes so modified as to conform, in the opinion of the Registrar, the Transfer
Agent and TMCC, to any modification contained in any such amendment may be prepared by TMCC,
authenticated by the Registrar or the Transfer Agent and delivered in exchange for or on
transfer or the Registered Notes then outstanding affected thereby.
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21
17.8
The Registrar
may make such reasonable regulations as it may deem advisable for any meeting of holders
of Registered Notes in regard to proof of the holding of Registered Notes and of the appointment
of proxies and in regard to the appointment and duties of inspectors of votes, the submission
and examination of proxies, certificates and other evidence of the right to vote, and such
other matters concerning the conduct of the meeting as it shall deem appropriate, including
determining that adequate facilities are available throughout the meeting to ensure holders
of Notes in person or by proxy attending the meeting by all means (including by means of
electronic facility or facilities, including video conference platforms or by conference
call) are able to participate in such meeting. Such regulations may, without prejudice
to the generality of the foregoing, reflect the practices and facilities of any Relevant
Clearing System. The Registrar shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by TMCC or holders of
Registered Notes as provided above, in which case TMCC or the holders of Registered Notes
calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by vote of the
persons entitled to vote a majority in nominal amount of the outstanding Registered Notes
represented at the meeting. The chairman of the meeting shall have no right to
vote, except as a holder of Registered Notes or proxy. A record, at least in triplicate,
of the proceedings of each meeting of holders of Registered Notes shall be prepared, and
one such copy shall be delivered to TMCC and another to the Registrar to be preserved by
the Registrar.
18.
Further Issues
TMCC shall be at
liberty from time to time without the consent of the holders of the Registered Notes to create and issue further Registered Notes ranking
pari passu
in all respects (or in all respects save for the Issue Date, the amount and the date of the first payment of interest
thereon and/or the purchase price) and so that the same shall be consolidated and form a single series with the outstanding Registered
Notes and references in this Agreement to “Registered Notes” shall be construed accordingly.
19.
Reports
The Registrar and
the Transfer Agent shall furnish to TMCC such reports as may be required by TMCC relative to the Registrar’s and the Transfer Agent’s
performance under this Agreement. TMCC may, whenever it deems it necessary, inspect books and records maintained by the Registrar
and the Transfer Agent pursuant to this Agreement, if any.
20.
Forwarding of Notice
If the Registrar
shall receive any notice or demand addressed to TMCC pursuant to the provisions of the Registered Notes, the Registrar shall promptly
forward such notice or demand to TMCC.
21.
Amendments
This Agreement
and the Registered Notes may be amended by TMCC and the Registrar and the Transfer Agent, without the consent of the holder of any Registered
Note (a) for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein
or therein, or to evidence the succession of another corporation to TMCC as provided in Condition 13 or provide for substitution of TMCC
as provided in Condition 14, (b) to make any further modifications of the terms of this Agreement necessary or desirable to allow for
the issuance of any additional Registered Notes (which modifications shall not be materially adverse to holders of outstanding Registered
Notes), or (c) in any manner which TMCC and the Registrar and the Transfer Agent may deem necessary or desirable and which shall not
materially adversely affect the interests of the holders of the Registered Notes. In addition, with the written consent of
the holders of a majority in aggregate nominal amount
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22
of the Registered
Notes then outstanding affected thereby, or by resolution adopted by the holders of a majority in aggregate nominal amount of Registered
Notes then outstanding present or represented at a meeting of the holders of the Registered Notes affected thereby at which a quorum
is present (provided that such resolution shall be approved by the holders of not less than 25 per cent. of the aggregate nominal amount
of Registered Notes then outstanding affected thereby), this Agreement or the terms and conditions of the Registered Notes may be modified
or amended by the parties hereto or thereto, and future compliance and past defaults waived, in each case as provided in Conditions 9
and 15 and subject to the limitations therein provided (including that no such agreement shall, without the consent or the affirmative
vote of the holder of each Registered Note affected thereby, (i) change the stated maturity of the principal of or any instalment
of interest on any Registered Note, (ii) reduce the nominal amount of or interest on any Registered Note, (iii) change the
obligation of TMCC to pay Additional Amounts as provided in Condition 7, (iv) reduce the percentage in nominal amount of outstanding
Registered Notes the consent of the holders of which is necessary to modify or amend this Agreement or the terms and conditions of the
Registered Notes or to waive any future compliance or past default, or (v) reduce the percentage in nominal amount of outstanding
Registered Notes the consent of the holders of which is required at any meeting of holders of Registered Notes at which a resolution
is adopted).
22.
Representations and Warranties
As at the date
of this Agreement TMCC hereby warrants to and agrees with the Registrar and the Transfer Agent that neither it, nor, to its knowledge,
any director, officer or employee of TMCC is currently the subject of any Sanctions applicable to TMCC; and TMCC will not knowingly use
the proceeds raised in connection with the issue of the Notes to fund any activities or business of any Designated Person subject to
official sanctions imposed by the United States, the United Nations, the European Union or the United Kingdom except to the extent that
such activity or business would not be prohibited for a U.S., European Union or United Kingdom person pursuant to Sanctions.
It is acknowledged
and agreed that the warranty and agreement given in this Section 22 is only sought and given to the extent that to do so would not violate
(i) Regulation (EC) No 2271/96 (including as it forms part of UK domestic law by virtue of the EUWA); and/or (ii) any associated and
applicable national law, instrument or regulation in the European Union or the United Kingdom related thereto.
23.
Notices
23.1 Any
communications to the Registrar with respect to this Agreement shall be addressed to The Bank of New York Mellon SA/NV, Dublin Branch,
The Shipping Office, 20-26 Sir John Rogerson’s Quay, Dublin 2, D02 Y049, Ireland, [**]
;
23.2 Any
communications to the Transfer Agent with respect to this Agreement shall be addressed to The Bank of New York Mellon, acting through
its London branch, 160 Queen Victoria Street, London EC4V 4LA, United Kingdom, [**]; and
23.3
Any communications
to TMCC with respect to this Agreement shall be addressed to 6565 Headquarters Drive, Mailstop
W2–3D, Plano, Texas 75024–5965, United States, [**];
(or such
other address as shall be specified in writing by the Registrar, the Transfer Agent or TMCC, as the case may be) and shall be delivered
in person or sent by first class prepaid post or by email subject, in the case of email, to confirmation of receipt by telephone. Such
notice shall take effect in the case of delivery in person, at the time of delivery, in the case of delivery
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23
by first
class prepaid post seven Business Days after dispatch and in the case of delivery by email, at the time of confirmation by telephone.
All notices to
the holders of Registered Notes will be mailed or delivered to such holders at their addresses indicated in records maintained by the
Registrar. Any such notice shall be deemed to have been given on the date of such delivery or publication, as the case may
be, or in the case of mailing, on the second Business Day after such mailing. For as long as the Registered Notes are represented
by one or more Registered Global Notes, the Registrar or the Transfer Agent may provide such notices to the applicable Clearing System
to be provided by the applicable Clearing System to its direct and indirect participants holding an interest in the Registered Notes
in accordance with the rules and procedures of the applicable Clearing System.
24.
Deed Poll
24.1
If any Registered
Global Note becomes void in accordance with its terms, TMCC covenants with each Relevant
Account Holder (other than any Relevant Account Holder which is an account holder of any
other Relevant Clearing System) that each Relevant Account Holder shall automatically acquire
at the Relevant Time, without the need for any further action on behalf of any person, against
TMCC all those rights which the Relevant Account Holder would have had if at the Relevant
Time it held and beneficially owned executed and authenticated Definitive Registered Notes
in respect of each Underlying Note (as defined in the definition of Registered Global Note)
represented by the Registered Global Note which the Relevant Account Holder has credited
to its securities account with the Relevant Clearing System at the Relevant Time. TMCC’s
obligation under this Section 24 shall be a separate and independent obligation by reference
to each Underlying Note which a Relevant Account Holder has credited to its securities account
with the Relevant Clearing System and TMCC agrees that a Relevant Account Holder may assign
its rights under this Section 24 in whole or in part.
24.2
The records
of the Relevant Clearing System shall be conclusive evidence of the identity of the Relevant
Account Holders and the number of Underlying Notes credited to the securities account of
each Relevant Account Holder. For these purposes a statement issued by the Relevant
Clearing System stating:
(a)
the
name of the Relevant Account Holder to which the statement is issued; and
(b)
the
aggregate nominal amount of Underlying Notes credited to the securities account of the Relevant
Account Holder as at the opening of business on the first day following the Relevant Time
on which the Relevant Clearing System is open for business,
shall
be conclusive evidence of the records of the Relevant Clearing System at the Relevant Time.
24.3
In the event
of a dispute, the determination of the Relevant Time by the Relevant Clearing System shall
(in the absence of manifest error) be final and conclusive for all purposes in connection
with the Relevant Account Holders with securities accounts with the Relevant Clearing System.
24.4
TMCC undertakes
in favour of each Relevant Account Holder that, in relation to any payment to be made by
it under this Section 24, it will comply with the provisions of Condition 7 to the extent
that they apply to any payments in respect of Underlying Notes as if those provisions had
been set out in full in this Section 24.
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24
24.5
TMCC will pay
any stamp and other duties and taxes, including interest and penalties, payable on or in
connection with the execution of this Agreement and any action taken by any Relevant Account
Holder to enforce the provisions of this Section 24.
24.6
This Section
24 and Section 26 shall take effect as a Deed Poll for the benefit of the Relevant Account
Holders from time to time. This Agreement shall be deposited with and held by
the common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream,
Luxembourg until all the obligations of TMCC under this Section 24 have been discharged
in full.
24.7
TMCC acknowledges
the right of every Relevant Account Holder to the production of, and the right of every Relevant
Account Holder to obtain (upon payment of a reasonable charge) a copy of, this Agreement,
and further acknowledges and covenants that the obligations binding upon it contained in
this Section 24 are owed to, and shall be for the account of, each and every Relevant Account
Holder, and that each Relevant Account Holder shall be entitled severally to enforce those
obligations against TMCC.
25.
Contracts (Rights of Third Parties) Act
1999
Save
for Section 24, a person who is not a party to this Agreement has no right by virtue of the Contracts (Rights of Third Parties) Act 1999
to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart
from that Act.
26.
Governing Law and Submission to Jurisdiction
26.1
This Agreement
and any non-contractual obligations arising out of or in connection with this Agreement shall
be governed by, and construed in accordance with, the laws of England.
26.2
TMCC hereby
irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying
Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction
to settle any disputes which may arise out of or in connection with this Agreement (including
a dispute relating to any non-contractual obligations arising out of or in connection with
this Agreement), and that accordingly any suit, action or proceedings (together referred
to as “
Proceedings
”) arising out of or in connection with this Agreement
(including any Proceedings relating to any non-contractual obligations arising out of or
in connection with this Agreement) may be brought in such courts. TMCC hereby
irrevocably waives any objection which it may have to the laying of the venue of any such
Proceedings in any such court and any claim that any such Proceedings have been brought in
an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings
brought in the English courts shall be conclusive and binding upon TMCC and may be enforced
in the courts of any other jurisdiction. Nothing contained in this Section 26
shall limit any right to take Proceedings against TMCC in any other court of competent jurisdiction,
nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings
in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota
Financial Services (UK) PLC of Great Burgh, Burgh Heath, Epsom, Surrey KT18 5UZ, United Kingdom
as its agent for service of process, and agrees that, in the event of Toyota Financial Services
(UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another
person as its agent for service of process in England in respect of any Proceedings.
27.
Counterparts
This
Agreement may be signed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an
original, but all counterparts shall together constitute one and the
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25
same instrument. Delivery
of a counterpart of this Agreement by email attachment or telecopy shall be an effective mode of delivery.
28.
Headings
The headings for
the sections of this Agreement are for convenience only and are not part of this Agreement.
29.
Stamp and Other Taxes
TMCC agrees to
pay any and all taxes, stamp and other documentary taxes or duties which may be payable in connection with the execution, delivery, performance
and enforcement of this Agreement by the Registrar, the Transfer Agent and the Paying Agents.
30.
Recognition of Bail-In Powers
30.1
Notwithstanding
and to the exclusion of any other term of this Agreement or any other agreements, arrangements
or understandings between or among the parties to this Agreement, each of the parties to
this Agreement acknowledges, accepts and agrees that a BRRD Liability arising under this
Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority,
and acknowledges, accepts and agrees to be bound by:
(a)
the
effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation
to any BRRD Liability of any BRRD Entity to it under this Agreement, that (without limitation)
may include and result in any of the following, or some combination thereof:
(i)
the reduction
of all, or a portion, of any BRRD Liability or outstanding amounts due thereon;
(ii)
the conversion
of all, or a portion, of any BRRD Liability into shares, other securities or other obligations
of the relevant BRRD Entity or another person and the issue to or conferral on it of such
shares, securities or obligations;
(iii)
the cancellation
of any BRRD Liability; and
(iv)
the amendment
or alteration of any interest, if applicable, thereon, the maturity or the dates on which
any payments are due, including by suspending payment for a temporary period; and
(b)
the
variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution
Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
30.2
For
the purposes of this Section 30:
“
Bail-in
Legislation
” means in relation to a member state of the EEA which has implemented, or which at any time implements, the BRRD,
the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time;
“
Bail-in
Powers
” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant
Bail-in Legislation;
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26
“
BRRD
”
means Directive 2014/59/EU, establishing a framework for the recovery and resolution of credit institutions and investment firms, as
amended or replaced from time to time;
“
BRRD
Entity
” means any party to this Agreement that is subject to Bail-in Powers;
“
BRRD
Liability
” means a liability in respect of which the relevant Bail-in Powers may be exercised;
“
EU
Bail-in Legislation Schedule
” means the document described as such, then in effect, and published by the Loan Market Association
(or any successor person) from time to time; and
“
Relevant
Resolution Authority
” means, in respect of any BRRD Entity, the resolution authority with the ability to exercise any Bail-in
Powers in relation to such BRRD Entity.
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27
IN WITNESS WHEREOF
,
TMCC has executed this Agreement as a deed and the Registrar and Transfer Agent have executed this Agreement, as of the date first above
written.
TOYOTA MOTOR CREDIT
CORPORATION
By:
TELLIS BETHEL
Name:
Tellis
Bethel
Title:
Senior Vice President and Chief
Financial Officer
6565
Headquarters Drive, Mailstop W2–3D
Plano
Texas
75024–5965
United
States
[**]
THE BANK
OF NEW YORK MELLON SA/NV, DUBLIN BRANCH
By:
NATHAN A. HODD
Name:
Nathan A.
Hodd
Title:
Authorised Signatory
The Shipping Office
20-26 Sir John Rogerson’s
Quay
Dublin 2, D02 Y049
Ireland
[**]
[Signature page to the TMCC Amended and Restated Note Agency Agreement]
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28
THE BANK OF NEW YORK MELLON
acting through its London branch
By:
NATHAN A. HODD
Name:
Nathan A.
Hodd
Title:
Authorised Signatory
160 Queen Victoria Street
London EC4V 4LA
United Kingdom
[**]
[Signature page to the TMCC Amended and Restated Note Agency Agreement]
Page
29
SCHEDULE 1
FORM OF REGISTERED GLOBAL NOTE
THE NOTES
REPRESENTED BY THIS REGISTERED GLOBAL NOTE HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNDER THE SECURITIES ACT EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE
904 OF REGULATION S UNDER THE SECURITIES ACT.
ISIN: [ ]
Certif. No.: [ ]
Common Code: [ ]
Serial Number: [ ]
Series Number: [ ]
TOYOTA MOTOR
CREDIT CORPORATION
(a company incorporated with limited liability in California, United States)
REGISTERED GLOBAL
NOTE
representing
[Specified Currency
and Nominal Amount of Series]
NOTES DUE [Year of Maturity]
Toyota Motor Credit
Corporation (the “
Issuer
”) hereby certifies that [Name of registered holder] is, at the date hereof, entered in the
Register (defined below) as the holder of the aggregate Nominal Amount of
of a duly authorised issue of Notes of [Specified Currency and Denomination] (the “
Notes
”) of the Issuer. References
herein to the Conditions shall be to the Terms and Conditions of the Notes as set out in [Appendix A to the Programme Agency Agreement
(as defined below)] [specify other document in which Conditions set out if in a different form] as supplemented and replaced or modified
(as referred to in the said Terms and Conditions) by the Final Terms relating to the Notes, a copy of which is annexed hereto (the “
Conditions
”). Words
and expressions defined in the Conditions shall bear the same meanings when used in this Registered Global Note. This Registered
Global Note is issued subject to, and with the benefit of, the Conditions and an amended and restated agency agreement dated 13 September
2024 (the “
Programme Agency Agreement
”, which expression shall be construed as a reference to that agreement as the
same may be amended, supplemented and/or restated from time to time) and made between Toyota Motor Finance (Netherlands) B.V., Toyota
Credit Canada Inc., Toyota Finance Australia Limited, Toyota Motor Credit Corporation and The Bank of New York Mellon, acting through
its London branch, as agent for the holders of the Notes.
In addition, this
Registered Global Note and all the rights of the registered holder hereof are expressly subject to an amended and restated note agency
agreement dated 13 September 2024 (the “
Note Agency Agreement
” which expression shall be construed as a reference
to that agreement as the same may be amended, supplemented and/or restated from time to time), between the Issuer and The Bank of New
York Mellon SA/NV, Dublin Branch, as registrar and transfer agent (the “
Registrar
”, which term includes any successor
as registrar and transfer agent) and The Bank of New York Mellon, acting through its London branch, as transfer agent and paying agent
(the “
Transfer Agent
” which term includes any successor as transfer agent and paying agent). This Registered
Global Note, the
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30
Programme Agency
Agreement and the Note Agency Agreement together constitute a contract. The registered holder by acceptance of this Registered
Global Note assents to and is deemed to have notice of the Programme Agency Agreement and the Note Agency Agreement. Further
references herein to principal or interest shall be deemed to also refer to any additional amounts which may be payable hereunder.
The Issuer, the
Agent, the Registrar and the Transfer Agent may treat the holder in whose name this Registered Global Note is registered as the absolute
owner hereof for all purposes, whether or not this Registered Global Note is overdue, and none of the Issuer, the Registrar or the Transfer
Agent shall be affected by notice to the contrary. All payments to or on the order of the registered holder of this Registered
Global Note are valid and effectual to discharge the liability of the Issuer and the Registrar and the Transfer Agent hereon to the extent
of the sum or sums paid.
The Issuer, subject
to and in accordance with the Conditions, the Programme Agency Agreement and the Note Agency Agreement, agrees to pay to such registered
holder on the Maturity Date and/or on such earlier date(s) as the Notes or any of them may become due and repayable in accordance with
the Conditions, the Programme Agency Agreement and the Note Agency Agreement, the amount payable in respect of the Notes represented
by this Registered Global Note (as specified above) or such lesser amount as is payable following any such redemption or purchase and
cancellation as is referred to below and to pay interest (if any) on the nominal amount of the Notes from time to time represented by
this Registered Global Note calculated and payable as provided in the Conditions, the Programme Agency Agreement and the Note Agency
Agreement together with any other sums payable under the Conditions, the Programme Agency Agreement and the Note Agency Agreement, upon
presentation and, at maturity, surrender of this Registered Global Note at the specified office of the Registrar at Dublin or at the
specified office of the Transfer Agent at London, England [
insert in the case of Notes clearing in a Clearing System
] or such
other specified office as may be specified for this purpose in accordance with the Conditions.
On any redemption
or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Registered Global
Note details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered by or on behalf of the Issuer
in Schedule One hereto and the relevant space in Schedule One hereto recording any such redemption, payment or purchase and cancellation
(as the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption, payment or purchase and cancellation
the nominal amount of this Registered Global Note and the Notes held by the registered holder hereof shall be reduced by the nominal
amount of such Notes so redeemed or purchased and cancelled. On any redemption or purchase and cancellation of any of the
Notes represented by this Registered Global Note, details of such redemption or purchase and cancellation shall be entered by or on behalf
of the Issuer in the Register (as defined below) recording any such redemption, payment or purchase and cancellation and shall be signed
by or on behalf of the Issuer and, where the applicable Final Terms indicates this Registered Global Note is intended to be held in a
manner that would allow Eurosystem eligibility, the Transfer Agent shall instruct Euroclear and Clearstream, Luxembourg to make the appropriate
entries in their records to reflect such redemption, payment or purchase and cancellation and the remaining outstanding aggregate nominal
amount of the Notes. The nominal amount of this Registered Global Note and of the Notes held by the registered holder hereof
following any such redemption, payment or purchase and cancellation as aforesaid or any transfer or exchange as referred to below shall
be the nominal amount most recently entered in the Register and reflected in the relevant column in Part II or III of Schedule One hereto
or in Schedule Two hereto.
Interest payable,
and punctually paid or duly provided for, on any Interest Payment Date and the principal payable on the Maturity Date will be paid to
the person in whose name this Registered Global Note (or one or more predecessor Registered Global Notes) is registered at the close
of the business day of Euroclear and Clearstream, Luxembourg (or any other agreed clearing system in which this Registered Global Note
is being held) at the close of business on the relevant clearing system business
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31
day before the
due date for payment thereof (each such day a “
Regular Record Date
”). Any such interest or principal, as
the case may be, not so punctually paid or duly provided for will be paid to the person in whose name this Registered Global Note (or
one or more predecessor Registered Global Note) is registered at the close of business on a special record date for the payment of such
defaulted interest or principal to be fixed by the Registrar, notice whereof shall be given to the registered holder hereof not less
than 10 days prior to such special record date, or be paid at any time in any other lawful manner.
In the event that
this Registered Global Note (or any part of it) has become due and repayable in accordance with Condition 9 and payment in full of the
amount due has not been made to the registered holder in accordance with the provisions set out above then this Registered Global Note
will become void at 8.00 p.m. (London time) on such day and the registered holder will have no further rights under this Registered Global
Note (but without prejudice to the rights which the registered holder or any other person may have under Section 24 of the Note Agency
Agreement in respect of the Notes issued under the Programme Agreement pursuant to which this Registered Global Note is issued).
This Registered
Global Note may be exchanged in whole but not in part (free of charge) for Notes in definitive registered form (each a “
Definitive
Registered Note
”) without coupons attached only upon the occurrence of an Exchange Event.
An “
Exchange
Event
” means:
(1)
an Event of
Default (as defined in Condition 9) has occurred and is continuing; or
(2)
the Issuer has
been notified that both Euroclear and Clearstream, Luxembourg (or any other agreed clearing
system in which this Registered Global Note is being held) have been closed for business
for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise)
or have announced an intention permanently to cease business or have in fact done so and,
as a result, Euroclear and Clearstream, Luxembourg or such other agreed clearing system in
which this Registered Global Note is being held are no longer willing or able to discharge
properly their responsibilities with respect to this Registered Global Note and the Transfer
Agent and the Issuer are unable to locate a qualified successor; or
(3)
the Issuer has
or will become subject to adverse tax consequences which would not be suffered were the Notes
represented by this Registered Global Note in definitive registered form.
Upon the occurrence
of an Exchange Event the Issuer will promptly give notice to Noteholders in accordance with Condition 16; and the relevant clearing system
(acting on the instructions of any holder of an interest in this Registered Global Note) may give notice to the Registrar or the Transfer
Agent requesting exchange.
Any such exchange
shall occur not later than 45 days after the date of receipt of the first relevant notice by the Registrar or the Transfer Agent, as
the case may be. The exchange will be made upon presentation of this Registered Global Note by the registered holder hereof
on any day (other than a Saturday or Sunday) on which banks are open for general business in London, England and Dublin. The
aggregate nominal amount of Definitive Registered Notes issued upon an exchange of this Registered Global Note will be equal to the aggregate
nominal amount of this Registered Global Note at the time of such exchange. On an exchange of the whole of this Registered
Global Note, this Registered Global Note shall be surrendered to the Registrar or the Transfer Agent, as the case may be, and, where
the applicable Final Terms indicates this Registered Global Note is intended to be held in a manner that would allow Eurosystem eligibility,
the Transfer Agent shall instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect such
exchange.
On or after such
exchange, the Registrar, the Transfer Agent and any other Paying Agent shall make all payments to be made in respect of such Definitive
Registered Notes to the registered holders thereof regardless of whether such exchange occurred after the record date for such payment.
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32
Notes represented
by this Registered Global Note are transferable only in accordance with, and subject to, the provisions hereof and of the Note Agency
Agreement (as amended and supplemented or restated from time to time) and the rules and operating procedures of the relevant clearing
system.
Title to this Registered
Global Note passes by due endorsement in the Register. The Issuer shall procure that due registration of transfer shall be
entered in the Register maintained by the Registrar. Unless otherwise required by law, only the duly registered holder or
if more than one person is so registered, the first-named of such persons is entitled to payment in respect of this Registered Global
Note.
The Registrar has
been appointed registrar for the Notes, and the Registrar will maintain at its office in Dublin, a register (herein, the “
Register
”)
for the registration of, and the registration of transfers and exchanges of, Notes. Subject to the limitations, terms and
conditions set forth in the Conditions, herein and in the Note Agency Agreement, this Registered Global Note may be transferred at the
aforesaid office of the Registrar or at the office of the Transfer Agent by surrendering this Registered Global Note for cancellation,
and thereupon the Registrar shall issue and register, or the Transfer Agent shall issue and procure the Registrar to register, in the
name of the transferee, in exchange herefor, a new Registered Global Note having identical terms and conditions and having a like aggregate
nominal amount in authorised denominations. If this Registered Global Note is surrendered for transfer, it shall be accompanied
by a written instrument of transfer in form satisfactory to the Registrar or the Transfer Agent and executed by the registered holder
in person or by the holder’s attorney duly authorised in writing. No service charge will be imposed for any such transfers
and exchanges, but the Issuer may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge in
connection therewith.
The Registrar and
the Transfer Agent shall not be required to register or procure registration of any transfer or exchange of this Registered Global Note
during the period from any Regular Record Date to the corresponding Interest Payment Date or Maturity Date or from the close of business
on the relevant clearing system business day preceding the date of early redemption (the “
Redemption Record Date
”)
to the date of early redemption (the “
Redemption Date
”). None of the Issuer, the Registrar or the Transfer
Agent shall be required to make any exchange of Notes if as a result thereof, the Issuer may incur adverse tax or other similar consequences
under the laws or regulations of any jurisdiction in effect at the time of the exchange.
On any transfer
pursuant to which either (i) Notes represented by this Registered Global Note are no longer to be so represented or (ii) Notes not so
represented are to be so represented details of such transfer shall be entered by or on behalf of the Issuer in Schedule Two hereto and
the relevant space in Schedule Two hereto recording such transfer shall be signed by or on behalf of the Issuer and in the Register,
whereupon the nominal amount of this Registered Global Note and the Notes held by the registered holder hereof shall be increased or
reduced (as the case may be) by the nominal amount so transferred. Where the applicable Final Terms indicates this Registered
Global Note is intended to be held in a manner that would allow Eurosystem eligibility, the Transfer Agent shall instruct Euroclear and
Clearstream, Luxembourg to make the appropriate entries in their records to reflect such transfer of the Notes.
Subject as provided
in the Note Agency Agreement, each person who is for the time being shown in the records of the relevant clearing system as entitled
to a particular nominal amount of the Notes represented by this Registered Global Note (in which regard any certificate or other document
issued by the relevant clearing system as to the nominal amount of such Notes standing to the account of any person shall be conclusive
and binding for all purposes save in the case of manifest error) shall be deemed to be the holder of such nominal amount of the Notes
for all purposes other than with respect to payments on and voting, giving consents and making requests in respect of, such nominal amount
of such Notes for which purpose the registered holder of this Registered Global Note shall be deemed to be the holder of such nominal
amount of the Notes in accordance with and subject to the terms of this Registered Global Note.
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33
Upon a further
issue of Notes, as contemplated by the Note Agency Agreement and the Conditions, details of such further issue shall be entered by or
on behalf of the Issuer in Schedule One hereto to reflect the increase of the nominal amount by an amount equal to the aggregate nominal
amount of Notes so issued and to be registered in the name of [ ], whereupon the nominal
amount hereof shall be increased for all purposes by the amount so issued and so noted, or the Issuer shall issue or cause to be issued
an additional Registered Global Note to evidence such further issue of Notes. Where the applicable Final Terms indicates this
Registered Global Note is intended to be held in a manner that would allow Eurosystem eligibility, the Transfer Agent shall instruct
Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect such further issue and the increase
in the outstanding aggregate nominal amount of the Notes.
In the event of
any discrepancy between the nominal amount of this Registered Global Note or any Schedule to this Registered Global Note and the nominal
amount of this Registered Global Note as shown on the Register, the nominal amount of this Registered Global Note as shown on the Register
shall prevail.
This Registered
Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance
with, English law.
No rights are conferred
on any person by virtue of the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Registered Global Note, but this
does not affect any right or remedy of any person which exists or is available apart from that Act.
This Registered
Global Note shall not be valid unless authenticated by [The Bank of New York Mellon SA/NV, Dublin Branch, as Registrar] [The Bank of
New York Mellon, acting through its London branch, as Transfer Agent]
1
, and, if the Final Terms indicate that this Registered
Global Note is intended to be held under the New Safekeeping Structure (i) which is intended to be held in a manner which
would allow Eurosystem eligibility, or (ii) in respect of which the Issuer has notified [The Bank of New York Mellon SA/NV, Dublin Branch,
as Registrar] [The Bank of New York Mellon, acting through its London branch, as Transfer Agent]
1
that effectuation is to
be applicable, effectuated by the entity appointed as common safekeeper by the relevant clearing systems. This Registered
Global Note may be duly executed on behalf of the Issuer by manual or facsimile signature.
IN
WITNESS
whereof the Issuer has caused this Registered Global Note to be duly executed on its
behalf.
[Date]
TOYOTA MOTOR CREDIT CORPORATION
By:
Authorised Signatory
_____________________
1
Delete as applicable.
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34
Authenticated by
[The Bank of New York Mellon SA/NV, Dublin Branch, as Registrar][The Bank of New York Mellon, acting through its London branch, as Transfer
Agent]
2
.
By:
Authorised Signatory
3
Effectuated
without recourse,
warranty or liability by:
[
insert name of
common safekeeper
]
as common safekeeper
By:
__________________
2
Delete as applicable.
3
This should only be completed
where the Final Terms indicate that this Registered Global Note is intended to be held in the New Safekeeping Structure.
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35
Schedule One
PART I
INTEREST PAYMENTS
Interest
Payment Date
Date of Payment
Total Amount of Interest
Payable
Amount of Interest Paid
Confirmation of payment
by or on behalf of the Issuer
First
Second
[continue numbering
until the appropriate number of Interest Payment Dates for the particular issue of Notes is reached]
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36
PART II
REDEMPTIONS
Date made
Part of nominal amount of this Registered
Global Note redeemed
Remaining nominal amount of this Registered
Global Note following such redemption
Remaining amount payable under this Registered
Global Note following such redemption
*
Confirmation of redemption by or on behalf
of the Issuer
_____________________
*
See most recent entry in Part
II or III or Schedule Two in order to determine this amount.
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37
PART III
PURCHASES
AND CANCELLATIONS
Date made
Part of nominal amount of
this Registered Global Note purchased and cancelled
Remaining
nominal amount of this Registered Global Note following such purchase and cancellation
Remaining amount payable under this
Registered Global Note following such purchase and cancellation
*
Confirmation of purchase
and cancellation by or on behalf of the Issuer
__________________
*
See most recent entry in Part
II or III or Schedule Two in order to determine this amount.
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38
Schedule Two
SCHEDULE OF
TRANSFERS AND EXCHANGES
The following transfers
affecting the nominal amount of this Registered Global Note have been made:
Date made
Nominal
amount of Notes transferred or exchanged
Remaining/increased nominal amount of this Registered
Global Note following such transfer
*
or exchange
Notation made by or on behalf of the Issuer
_____________________
*
See most recent entry in Part
II or III of Schedule One or in this Schedule Two in order to determine this amount.
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39
SCHEDULE 2
FORM OF DEFINITIVE REGISTERED NOTE
THE NOTES REPRESENTED
BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED UNDER THE SECURITIES ACT EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER
THE SECURITIES ACT.
ISIN: [ ]
Certif. No.: [ ]
Common Code: [ ]
Serial Number: [ ]
Series Number: [ ]
TOYOTA MOTOR
CREDIT CORPORATION
(a company incorporated with limited liability in California, United States)
DEFINITIVE REGISTERED
NOTE
representing
[Specified Currency
and Nominal Amount of Series]
NOTES DUE [Year of Maturity]
This Note is one
of a Series of Notes of [Specified Currency and Denomination] each (“
Notes
”) of Toyota Motor Credit Corporation (the
“
Issuer
”) issued as of the date specified in the Final Terms attached hereto or endorsed hereon and maturing on the
date so specified. References herein to the Conditions shall be to the Terms and Conditions endorsed hereon as supplemented
or modified by the Final Terms. This Note is issued subject to, and with the benefit of, an amended and restated agency agreement
dated 13 September 2024 (the “
Programme Agency Agreement
” which expression shall be construed as a reference to that
agreement as the same may be amended, supplemented and/or restated from time to time) and made between,
inter alia
, Toyota Motor
Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited, Toyota Motor Credit Corporation and The Bank
of New York Mellon, acting through its London branch, as Agent for the holders of the Notes. In addition, this Note and all
the rights of the registered holder hereof are expressly subject to the Programme Agency Agreement and an amended and restated note agency
agreement dated 13 September 2024 (the “
Note Agency Agreement
” which expression shall be construed as a reference
to that agreement as the same may be amended, supplemented and/or restated from time to time), between the Issuer, The Bank of New York
Mellon SA/NV, Dublin Branch, as registrar and transfer agent (the “
Registrar
”, which term includes any successor as
registrar and transfer agent) and The Bank of New York Mellon, acting through its London branch, as transfer agent and paying agent (the
“
Transfer Agent
” which term includes any successor as transfer agent and paying agent).
This Note, the
Programme Agency Agreement and the Note Agency Agreement together constitute a contract. The registered holder by acceptance
of this Note assents to and is deemed to have notice of the Programme Agency Agreement and the Note Agency Agreement. Further
references herein to principal or interest shall be deemed to also refer to any additional amounts which may be payable hereunder.
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40
THIS IS TO CERTIFY
that
is/are the registered holder(s) of one of the above-mentioned Notes and is/are entitled on the Maturity Date or on such earlier date
as this Note may become due and repayable in accordance with the Conditions, the Note Agency Agreement and the Programme Agency Agreement,
to the amount payable on redemption of this Note and to receive interest (if any) on the nominal amount of this Note calculated and payable
as provided in the Conditions, the Note Agency Agreement and the Programme Agency Agreement together with any other sums payable under
the Conditions, the Note Agency Agreement and the Programme Agency Agreement.
Title to this Note
passes by due endorsement in the Register (as defined below). The Issuer shall procure that due registration of transfer shall
be entered in the Register maintained by the Registrar. Unless otherwise required by law, only the duly registered holder
or if more than one person is so registered, the first-named of such persons is entitled to payment in respect of this Note.
The Registrar has
been appointed registrar for the Notes, and the Registrar will maintain at its office in Dublin, a register (herein, the “
Register
”)
for the registration of, and the registration of transfers and exchanges of, Notes. Subject to the limitations, terms and
conditions set forth in the Conditions, herein and in the Note Agency Agreement, this Note may be transferred at the aforesaid office
of the Registrar by surrendering this Note for cancellation, and thereupon the Registrar shall issue and register in the name of the
transferee, in exchange herefor, a new Note having identical terms and conditions and having a like aggregate nominal amount in authorised
denominations. If this Note is surrendered for transfer, it shall be accompanied by a written instrument of transfer in form
satisfactory to the Registrar and executed by the registered holder in person or by the holder's attorney duly authorised in writing. No
service charge will be imposed for any such transfers and exchanges, but the Issuer may require payment of a sum sufficient to cover
any stamp or other tax or other governmental charge in connection therewith.
The Issuer, the
Agent, the Registrar, the Transfer Agent and any other Paying Agent may treat the holder in whose name this Note is registered as the
absolute owner hereof for all purposes, whether or not this Note is overdue, and none of the Issuer, the Registrar, the Transfer Agent
or any other Paying Agent shall be affected by notice to the contrary. All payments to or on the order of the registered holder
of this Note are valid and effectual to discharge the liability of the Issuer and the Registrar, the Transfer Agent and any other Paying
Agent hereon to the extent of the sum or sums paid.
Interest payable,
and punctually paid or duly provided for, on any Interest Payment Date and the principal payable on the Maturity Date will be paid to
the person in whose name this Note (or one or more predecessor Notes) is registered at 5:00 p.m., Dublin time, on the 15th calendar day
(whether or not such day is a business day in Dublin) prior to such Interest Payment Date or the Maturity Date, as the case may be (each
such day a “
Regular Record Date
”). Any such interest or principal, as the case may be, not so punctually
paid or duly provided for will be paid to the person in whose name this Note (or one or more predecessor Note) is registered at the close
of business on a special record date for the payment of such defaulted interest or principal to be fixed by the Registrar, notice whereof
shall be given to the registered holder hereof not less than 10 days prior to such special record date, or be paid at any time in any
other lawful manner.
The Registrar shall
not be required to register any transfer or exchange of this Note during the period from any Regular Record Date to the corresponding
Interest Payment Date or Maturity Date or from the close of business on the 15th calendar day (whether or not such day is a business
day in Dublin) preceding the date of early redemption (the “
Redemption Record Date
”) to the date of early redemption
(the “
Redemption Date
”). Neither the Issuer nor the Registrar shall be required to make any exchange of
Notes if as a result thereof, the Issuer may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction
in effect at the time of the exchange.
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41
This Note shall
not be valid unless authenticated by [The Bank of New York Mellon SA/NV, Dublin Branch, as Registrar] [The Bank of New York Mellon, acting
through its London branch, as Transfer Agent]
1
.
No rights are conferred
on any person by virtue of the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Note, but this does not affect
any right or remedy of any person which exists or is available apart from that Act.
IN
WITNESS
whereof the Issuer has caused this Note to be duly executed on its behalf.
[Date]
TOYOTA MOTOR CREDIT CORPORATION
By:
Authorised Signatory
Authenticated by
[The Bank of New York Mellon SA/NV, Dublin Branch, as Registrar][The Bank of New York Mellon, acting through its London branch, as Transfer
Agent]
2
.
By:
Authorised Signatory
_____________________
1
Delete as applicable.
2
Delete as applicable.
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42
Terms and
Conditions
[Terms and Conditions
to be as set out in Appendix A to the Programme Agency Agreement or in such other form as may be agreed between TMCC, the Registrar and
the relevant Purchaser(s)] [Endorsed on or attached to the Terms and Conditions is to be the applicable Final Terms]
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43
FORM OF TRANSFER OF
REGISTERED NOTE
FOR VALUE RECEIVED
the undersigned hereby sell(s), assign(s) and transfer(s) to
(Please print or type
name and address (including postal code) of transferee)
[Specified Currency][ ]
nominal amount of this Note and all rights hereunder, hereby irrevocably constituting and appointing [ ]
as attorney to transfer such nominal amount of this Note in the register maintained by [ ]
with full power of substitution.
Signature(s) ______________________
Date:
N.B.
: This
form of transfer must be accompanied by such documents, evidence and information as may be required pursuant to the Conditions and must
be executed under the hand of the transferor or, if the transferor is a corporation, either under its common seal or under the hand of
two of its officers duly authorised in writing and, in such latter case, the document so authorising such officers must be delivered
with this form of transfer.
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44
SCHEDULE 3
FORM OF OPERATING AND ADMINISTRATIVE
PROCEDURES MEMORANDUM
All terms with
initial capitals used herein without definition shall have the meanings given to them in the Prospectus dated 11 September 2026 as supplemented
or replaced from time to time (the “
Prospectus
”) or, as the case may be, in the Programme Agreement dated 11 September
2026 between Toyota Motor Finance (Netherlands) B.V. (“
TMF
”), Toyota Credit Canada Inc. (“
TCCI
”),
Toyota Finance Australia Limited (ABN 48 002 435 181) (“
TFA
”) and Toyota Motor Credit Corporation (“
TMCC
”
and together with TMF, TCCI and TFA, the “
Issuers
”) and the Dealers named therein as amended, supplemented, novated
or restated from time to time (the “
Programme Agreement
”) pursuant to which the Issuers may issue Notes.
As used herein,
in relation to any Notes which are to have a “listing” or be “listed” (i) on the London Stock Exchange, “
listing
”
or “
listed
” shall be construed to mean that such Notes have been admitted to the official list of the Financial Conduct
Authority in accordance with the listing rules of the Financial Conduct Authority and admitted to trading on the London Stock Exchange’s
main market, (ii) on Euronext Dublin, “
listing
” or “
listed
” shall be construed to mean that such
Notes have been admitted to Euronext Dublin’s official list in accordance with the listing rules of Euronext Dublin and admitted
to trading on Euronext Dublin and (iii) on any other Stock Exchange in a jurisdiction within the European Economic Area, “
listing
”
and “
listed
” shall be construed to mean that the Notes have been admitted to trading on a market within that jurisdiction
which is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU).
This Operating
and Administrative Procedures Memorandum applies to Notes issued on and after 11 September 2026. The procedures set out
in the Annex may be varied by agreement between TMCC, the Registrar, the Transfer Agent and the relevant Purchaser, including to take
account of any standardised procedures published by Euroclear and/or Clearstream, Luxembourg (together, the “
ICSDs
”)
and/or the International Capital Market Services Association (“
ICMSA
”) and/or the International Capital Market Association
(“
ICMA
”). The timings set out in these procedures represent optimum timings to ensure a smooth settlement
process. Each of the ICSDs has its own published deadlines for taking certain of the actions described herein (which may be
later than the timings described herein). The Issuer, the Registrar, the relevant Purchaser, and the depository, common depositary,
or common service provider and common safekeeper, as the case may be, may agree to vary the timings described herein subject to compliance
with such deadlines.
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45
OPERATING PROCEDURES
Purchasers must
confirm all trades directly with TMCC and the Registrar and/or Transfer Agent.
1.
RESPONSIBILITIES
OF THE REGISTRAR AND/OR TRANSFER AGENT
The Registrar and/or
the Transfer Agent will be responsible for, in addition to the responsibilities in relation to settlement described in the Annex, where
applicable, providing the Ministry of Finance of Japan with all required notifications and reports (including any monthly reports as
to amounts, issue dates and other terms of each Tranche of Yen-denominated Registered Notes).
2.
RESPONSIBILITIES
OF THE LISTING AGENT/ARRANGER/LEAD MANAGER/ DEALER
(1) The
Lead Manager/Dealer/other Purchaser shall be responsible for preparing the applicable Final Terms to the Prospectus giving details of
the Registered Notes to be issued.
(2) In
the case of Registered Notes to be listed on a relevant Stock Exchange, the Listing Agent/Arranger or Lead Manager will be responsible
for ensuring compliance with the Prospectus Regulation (if applicable), the Prospectus Rules: Admission to Trading on a Regulated Market
sourcebook (if applicable) and the listing rules of the relevant Stock Exchange and obtaining all necessary approvals for listing the
Registered Notes on the relevant Stock Exchange. TMCC recognises with respect to this Section 2(2) its continuing obligation
so long as any Registered Notes under the Programme are outstanding to apprise the applicable Dealers of any material adverse change
in its (consolidated, if applicable) financial position or its business operations.
3.
RESPONSIBILITIES
OF TMCC
TMCC shall execute
and deliver the Final Terms to the Registrar/Transfer Agent and the Arranger or the Lead Manager/Dealer/other Purchaser.
4.
SETTLEMENT
The settlement
procedures set out in the Annex shall apply to each issue of Registered Notes unless otherwise agreed between TMCC and the relevant Dealer
or Dealers.
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ANNEX
SETTLEMENT PROCEDURES
The procedures set out below have been
discussed and agreed by the ICSDs, representatives of ICMA and representatives of ICMSA. It is recommended that these procedures
are adopted without material amendment to facilitate standardisation in the market and a smooth closing procedure.
****
Times set out below are London times
and represent the latest time for taking the action concerned. It is recommended that where possible the action concerned
is taken in advance of these times.
The Registrar may delegate all its duties
hereunder to the Transfer Agent, save and except that the Registrar must maintain the Register in Dublin.
The Procedures
Memorandum referenced below is to the non-binding Operating and Administrative Procedures Memorandum dated 11 September 2026 as
amended or varied from time to time, in respect of any Tranche of Notes, by agreement between TMCC and the Purchaser of such Tranche
of Notes with the approval in writing of the Transfer Agent.
Day
Latest time
Action
No later than Issue Date minus 3
2:00 p.m.
TMCC or its designated agent may agree to terms with
one or more of the Purchasers for the issue and purchase of Notes
1
. The relevant Purchaser instructs the Registrar
or the Transfer Agent to obtain a common code and ISIN (and any other relevant financial instrument codes such as CFI code and FISN)
or, if relevant, a temporary common code and ISIN (and any other relevant financial instrument codes such as CFI code and FISN) for
the Notes from one of the ICSDs.
Issue Date minus 2
5:00 p.m.
If a Purchaser has reached agreement with TMCC by
telephone, the Purchaser confirms the terms of the agreement to TMCC (substantially in the form set out in Annex C to the Procedures
Memorandum) attaching a copy of the applicable Final Terms (substantially in the form set out in Annex B to the Procedures Memorandum)
by electronic communication. The Purchaser sends a copy of that electronic communication to the Registrar or the Transfer
Agent for information.
__________________
****
In the case of a syndicated Note
issue, certain of the Settlement Procedures set forth below will be revised as appropriate.
1
Relevant Purchaser(s) to consider
whether it/they have reviewed the necessary Singapore product classification from the Issuer prior to the launch of the offer, pursuant
to Section 309B of the Securities and Futures Act 2001 of Singapore.
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47
TMCC confirms its agreement to the terms
on which the issue of Notes is to be made (including the form of the Final Terms) by signing and returning a copy of the Final Terms
to the relevant Purchaser and the Registrar or the Transfer Agent. The details set out in the signed Final Terms shall
be conclusive evidence of the agreement (save in the case of manifest error) and shall be binding on the parties accordingly. TMCC
also confirms its instructions to the Registrar or the Transfer Agent (substantially in the form set out in Annex D to the Procedures
Memorandum) (including, in the case of Floating Rate Notes, for the purposes of rate fixing) to carry out the duties to be carried
out by the Registrar or the Transfer Agent under these Settlement Procedures and the Note Agency Agreement including preparing and
authenticating a Registered Global Note for the Tranche of Notes which is to be purchased.
In the case of Floating Rate Notes, the Agent notifies
the Registrar, the Transfer Agent, the ICSDs, TMCC, (if applicable) the relevant Stock Exchange and any other relevant authority
and the relevant Purchaser of the Rate of Interest for the first Interest Period (if already determined). Where the Rate
of Interest has not yet been determined, this will be notified in accordance with this paragraph as soon as it has been determined.
If TMCC has agreed with two or more Purchasers to
issue Notes on a syndicated basis, it is to enter into an agreement with such Purchasers in the form or substantially the form set
out in Appendix 5 to the Programme Agreement.
No later than Issue Date minus 1
2:00 p.m.
In the case of Notes which are to be listed on a Stock
Exchange or publicly offered in a European Economic Area Member State and/or the United Kingdom, the Stock Exchange and/or any other
relevant authority, as the case may be, is notified by electronic communication or by hand of the details of the Notes to be issued
by sending the applicable Final Terms to the Stock Exchange and/or any other relevant authority, as the case may be.
Issue Date minus 1
10:00 a.m. (for prior day currencies
2
)
The relevant Purchaser and the Registrar or the Transfer
Agent, as the case may be, give settlement instructions to the relevant ICSD(s) to effect the payment of the purchase price, against
delivery of the Notes, to the Registrar’s or the Transfer Agent’s account with the relevant ICSD on the Issue Date.
12:00 noon (for other currencies)
The parties (which for this purpose shall include
the Registrar or the Transfer Agent, as the case may be) may agree to arrange for “free delivery” to be made through
the relevant ICSD(s) if specified in the applicable Final Terms, in which case these Settlement Procedures will be amended accordingly.
Issue Date minus 1
ICSD deadlines for the relevant currency
For prior day currencies, the Registrar or the Transfer
Agent, as the case may be, instructs the relevant ICSD to debit its account and pay for value on the Issue Date the aggregate purchase
moneys received by it to the account of TMCC previously notified to the Registrar or the Transfer Agent, as the case may be, for
the purpose.
Issue Date minus 1
3:00 p.m.
The Registrar or the Transfer Agent, as the case may
be, prepares and authenticates a Registered Global Note for each Tranche of Notes which is to be purchased, attaching the applicable
Final Terms.
__________________
2
The
most common prior day currencies are Australian dollars (AUD), Hong Kong dollars (HKD), Japanese
yen (JPY) and New Zealand dollars (NZD) but other currencies in similar time zones may also
be prior day currencies. The parties should establish whether or not a particular currency
is a prior day currency as soon as possible.
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Each Registered Global Note which is not to be held in
the NSS is then delivered by the Registrar or the Transfer Agent, as the case may be, to the Common Depositary. For an
issue of Notes on a syndicated basis, the Common Depositary can then request the ICSDs credit the Notes to the securities commissionaire
account of the relevant Lead Manager.
Each Global Note which is to be held in the NSS is then delivered by
the Registrar or the Transfer Agent, as the case may be, to the common safekeeper, together (if applicable) with an effectuation
instruction. In the event that the common service provider and the common safekeeper are not the same entity, the Registrar
or the Transfer Agent, as the case may be, should also deliver the applicable Final Terms to the common service provider.
For Notes held in the NSS, the Registrar or the Transfer Agent, as
the case may be, then instructs the ICSDs, through the common service provider, to make the necessary entries in their records to
record the outstanding amount of the Registered Global Note.
Issue Date minus 1
5:00 p.m.
The conditions of issue in the Programme Agreement are satisfied and/or
waived.
In the case of each Registered Global Note which is held in the NSS,
the common safekeeper confirms deposit and effectuation (if applicable)
3
of the Registered Global Note to the Registrar
or the Transfer Agent, as the case may be, the common service provider and the ICSDs. For an issue of Notes on a syndicated
basis, the common service provider can then request the ICSDs credit the Notes to the securities commissionaire account of the relevant
Lead Manager.
Issue Date minus 1
6:00 p.m.
In the case of each Registered Global Note which is not held in the
NSS, the Common Depositary confirms deposit of the Registered Global Note to the Registrar or the Transfer Agent, as the case may
be, and the ICSDs.
In the case of each Registered Global Note which is held in the NSS,
the common service provider relays the Registrar’s or the Transfer Agent’s instruction to record the issue outstanding
amount of the Registered Global Note to the ICSDs.
Issue Date
According to ICSD settlement procedures
The ICSDs debit and credit accounts in accordance with instructions
received from the Registrar or the Transfer Agent, as the case may be, and the relevant Purchaser.
__________________
3
This
assumes that an effectuation authorisation has been delivered by the Issuer to the common
safekeeper (i.e. Euroclear or Clearstream, Luxembourg) at the update of the programme. If
this is not the case, such an authorisation should be delivered at least 2 business days
prior to the closing of the first issue of Eurosystem-eligible New Global Notes under the
Programme.
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Issue Date
ICSD deadlines for the relevant currency
For an issue of Notes on a syndicated basis, payment is
released to the relevant Issuer by the ICSDs. For an issue of Notes on a non-syndicated basis, the Registrar or the Transfer
Agent, as the case may be, instructs the relevant ICSD to debit its account and pay for value on the Issue Date the aggregate purchase
moneys received by it to the account of TMCC previously notified to the Registrar for the purpose.
Issue Date
5:00 p.m.
The Registrar or the Transfer Agent, as the case may be, forwards a
copy of the signed Final Terms to each ICSD.
On or subsequent to the Issue Date
The Registrar or the Transfer Agent, as the case may be, notifies TMCC
immediately in the event that a Purchaser does not pay the purchase price due from it in respect of a Note.
The Registrar or the Transfer Agent, as the case may be, notifies TMCC
of the issue of Notes giving details of the Registered Global Note(s) and the nominal amount represented thereby.
The Registrar or the Transfer Agent, as the case may be, confirms the
issue of Notes to the relevant Stock Exchange and any other relevant authority.
Explanatory Notes to Settlement Procedures
(a) Each
Day is a day on which banks and foreign exchange markets are open for general business in London (including dealings in foreign exchange
and foreign currency deposits), counted in reverse order from the proposed Issue Date.
(b) The
Issue Date
must be a Business Day. For the purposes of this Annex,
Business Day
means a day which is:
(1) a
day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign
exchange and foreign currency deposits) in London and any other place specified in the applicable Final Terms as an Additional Business
Centre;
(2) (i)
in relation to Notes denominated in a Specified Currency other than euro and Renminbi, a day on which commercial banks and foreign exchange
markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the
principal financial centre of the country of the relevant Specified Currency; (ii) in relation to Notes denominated in euro, a day on
which the TARGET System is open; or (iii) in relation to any sum payable in Renminbi, a day on which commercial banks and foreign exchange
markets are open for business and settlement of Renminbi payments in Hong Kong. Unless provided otherwise in the applicable
Final Terms, the principal financial centre of any country shall be as provided in the 2021 ISDA Interest Rate Derivatives Definitions
(except in the case of Australia and New Zealand, where the principal financial centre will be Sydney or Auckland, respectively); and
(3) a
day on which the ICSDs and any other relevant clearing system is open for general business.
(c) Times
given can be modified upon the mutual agreement of the Purchaser, the Registrar and TMCC.
(d) If
at any time the Listing Agent is notified by TMCC or the relevant Stock Exchange that the listing of a Series of Notes has been refused
or otherwise will not take place, the Listing Agent shall immediately notify TMCC, the Dealer and all the relevant Purchaser(s) (if not
the Dealer), unless TMCC confirms to the Listing Agent that it has notified the Dealer and all the relevant Purchaser(s) (if not the
Dealer).
(e) If
any final terms or information to be included in the applicable Final Terms constitute “significant new factors” and consequently
trigger the need for a supplement to the Prospectus under Article 23 of the Prospectus Regulation and rule 10.1 of the Prospectus Rules:
Admission to Trading
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50
on a Regulated
Market sourcebook the timings outlined above will change as the Final Terms will need to be approved by the relevant authority as a supplement,
which can take up to seven working days.
(f) Where
a clearing system other than Euroclear or Clearstream, Luxembourg is used for an issue, references to the ICSDs shall be interpreted
accordingly.
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51
SCHEDULE 4
ADDITIONAL DUTIES OF THE REGISTRAR AND THE TRANSFER AGENT
In
relation to each Series of Registered Notes that are held in the NSS, the Registrar and the Transfer Agent shall comply with the following
provisions:
1. Each
of the Registrar and the Transfer Agent will inform each of Euroclear and Clearstream, Luxembourg (the “
ICSDs
”), through
the common service provider appointed by the ICSDs to service the Registered Notes (the “
CSP
”), of the initial issue
outstanding amount (“
IOA
”) for each Tranche on or prior to the relevant Issue Date.
2. If
any event occurs that requires a mark up or mark down of the records which an ICSD holds for its customers to reflect such customers’
interest in the Registered Notes, each of the Registrar and the Transfer Agent will (to the extent known to it) promptly provide details
of the amount of such mark up or mark down, together with a description of the event that requires it, to the ICSDs (through the CSP)
to ensure that the records of the ICSDs reflecting the IOA of the Registered Notes remains at all times accurate.
3. Each
of the Registrar and the Transfer Agent will at least monthly perform a reconciliation process with the ICSDs (through the CSP) with
respect to the IOA for the Registered Notes and will promptly inform the ICSDs (through the CSP) of any discrepancies.
4. Each
of the Registrar and the Transfer Agent will promptly assist the ICSDs (through the CSP) in resolving any discrepancy identified in the
records reflecting the IOA of the Registered Notes.
5. Each
of the Registrar and the Transfer Agent will promptly provide to the ICSDs (through the CSP) details of all amounts paid by it under
the Registered Notes (or, where the Registered Notes provide for delivery of assets other than cash, of the assets so delivered).
6. Each
of the Registrar and the Transfer Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) notice of any
changes to the Registered Notes that will affect the amount of, or date for, any payment due under the Registered Notes.
7. Each
of the Registrar and the Transfer Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) copies of all
information that is given to the holders of the Registered Notes.
8. Each
of the Registrar and the Transfer Agent will promptly pass on to TMCC all communications it receives from the ICSDs directly or through
the CSP relating to the Registered Notes.
9. Each
of the Registrar and the Transfer Agent will (to the extent known to it) promptly notify the ICSDs (through the CSP) of any failure by
the Issuer to make any payment or delivery due under the Registered Notes when due.
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