Common use of Form, Denomination and Title Clause in Contracts

Form, Denomination and Title. The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denomination(s) (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This 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 a combination of any of the foregoing, depending upon the interest basis specified in the applicable Final Terms. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Notes and Coupons will pass by delivery. The Issuer, the Guarantors (as defined in Condition 3.5), the Paying Agents and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream), each person (other than Euroclear or Clearstream) who is for the time being shown in the records of Euroclear or of Clearstream as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream 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 the Issuer, the Guarantors, the Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Guarantors, any Paying Agent and the Trustee as the holder of such nominal amount 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. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. 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 and Clearstream, as the case may be. References to Euroclear and/or Clearstream shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms.

Form, Denomination and Title. The Notes are may be issued in bearer form ("Bearer Notes") or in registered form ("Registered Notes"), as specified in the applicable Final Terms, and, in the case of definitive Notes, serially numbered, in the currency (the "Specified Currency") and the denomination(s) denominations (the "Specified Denomination(s)") specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified DenominationDenomination and Bearer Notes may not be exchanged for Registered Notes and vice versa. This A 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), Note or a Note issued on a non-interest bearing basis (Zero Coupon Note), or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final Terms. Definitive Bearer Notes are issued with Coupons and (if applicable) Talons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the these Terms and Conditions are not applicable. The holder of each Coupon, whether or not such Coupon is attached to a definitive Bearer Note, shall in his capacity as such be subject to, and bound by, all the provisions contained in the relevant Note. Subject as set out below, title to the Bearer Notes and Coupons will pass by deliverydelivery and title to Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The IssuerIssuers, the Guarantors (as defined in Condition 3.5), Guarantor and the Paying Agents and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Bearer Note or Coupon or the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV NV, ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg"), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, Guarantor (if applicable) and the Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Bearer Note or the registered holder of the relevant Global Registered Note shall be treated by the Issuer, the Guarantors, Guarantor (if applicable) and any Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder "Noteholder" and "holder of Notes Notes" and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. 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 and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.

Form, Denomination and Title. The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denomination(s) denominations (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This 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), Note or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final Terms. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the these Terms and Conditions are not applicable. Subject as set out below, title to the Notes and Coupons will pass by delivery. The Issuer, the Guarantors (as defined in Condition 3.5)Guarantor, the and any Paying Agents and the Trustee will (except as otherwise required by law) Agent may deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding 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 global Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream), Luxembourg) each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the GuarantorsGuarantor (in the case of Notes having the benefit of the Guarantee), the Agent and any other Paying Agents and the Trustee Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global global Note shall be treated by the Issuer, the GuarantorsGuarantor (in the case of Notes having the benefit of the Guarantee), the Agent and any other Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global global Note and the expressions Noteholder and holder of Notes and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and or of Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms.

Form, Denomination and Title. The Notes are 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 (the “Specified Currency”) and in the denomination(s) denominations (the “Specified Denomination(s)) ”), as specified in the applicable Final Terms. Bearer Notes of one Specified Denomination may not be exchanged for Registered Notes of another Specified Denominationand vice versa. This 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 a any combination of any of the foregoing, depending upon the interest basis specified in the applicable Final Terms. Definitive 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 the these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by delivery. The Issuerholder of each Coupon whether or not such Coupon is attached to a Note, in his capacity as such, shall be subject to and bound by all the provisions contained in the relevant Note. Subject as set out below, the Guarantors (as defined in Condition 3.5), the Issuer and any Paying Agents and the Trustee will (except as otherwise required by law) 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 global Bearer Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream)global Note, each person (other than Euroclear or Clearstream) who is for the time being shown in the records of Euroclear Bank SA/NV (“Euroclear”) or of Clearstream Banking, société anonyme (“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 Clearstream, Luxembourg or any other agreed 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 or proven error)) shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent or (in the Paying Agents case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the Trustee 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 such nominal amount of such the Notes, for which purpose the bearer of the relevant Global global Bearer Note or registered holder of the global Registered Note shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global global Note (and the expressions Noteholder “Noteholder” and “holder of Notes Notes” and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and or of Clearstream, Luxembourg, as the case may be. References Title to Registered Notes issued by Toyota Credit Canada Inc. passes on due endorsement in the relevant register (“TCCI Register”) which Toyota Credit Canada Inc. shall procure to be kept by the TCCI Registrar. 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 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. If the Specified Currency of the Note is a currency of one of the Member States of the European Union which has not adopted the euro, and if specified in the applicable Final Terms, the Note shall permit redenomination and exchange (as referred to in Condition 18 below or in such other manner as set forth in the applicable Final Terms) at the option of the Issuer.

Form, Denomination and Title. The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) Currency and the denomination(s) (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This 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), an Index Linked Interest Note or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final Terms. This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note, a Partly Paid Note or a combination of any of the foregoing, depending on the Redemption/Payment Basis shown in the applicable Final Terms. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the these Terms and Conditions are not applicable. Subject as set out below, title to the Notes Notes, Receipts and Coupons will pass by delivery. The Issuer, the Guarantors (as defined in Condition 3.5), Issuer and the Paying Agents and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Note Note, Receipt or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV S.A./N.V. (“Euroclear”) and/or Clearstream Banking S.A. Banking, société anonyme (“Clearstream, Luxembourg”), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, Issuer and the Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than (except as provided in the relevant Global Note) with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Guarantors, Issuer and any Paying Agent and the Trustee as the holder of such nominal amount of such Notes Notes, all in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder “Noteholder” and “holder of Notes Notes” and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. 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 and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms.

Form, Denomination and Title. The Notes are 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 (the “Specified Currency”) and in the denomination(s) denominations (the “Specified Denomination(s)) ”), as specified in the applicable Final Terms. Bearer Notes of one Specified Denomination may not be exchanged for Registered Notes of another Specified Denominationand vice versa. This 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 a any combination of any of the foregoing, depending upon the interest basis specified in the applicable Final Terms. Definitive 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 the these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by delivery. The Issuerholder of each Coupon whether or not such Coupon is attached to a Note, in his capacity as such, shall be subject to and bound by all the provisions contained in the relevant Note. Subject as set out below, the Guarantors (as defined in Condition 3.5), the Issuer and any Paying Agents and the Trustee will (except as otherwise required by law) 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 global Bearer Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream)global Note, each person (other than Euroclear or Clearstream) 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 Clearstream, Luxembourg or any other agreed 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 or proven error)) shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent or (in the Paying Agents case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the Trustee 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 such nominal amount of such the Notes, for which purpose the bearer of the relevant Global global Bearer Note or registered holder of the global Registered Note shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global global Note (and the expressions Noteholder “Noteholder” and “holder of Notes Notes” and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and or of Clearstream, Luxembourg, as the case may be. References 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 the BNY Trust Company of Canada. Toyota Credit Canada Inc. shall procure a branch register to be kept by ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇/NV, Luxembourg Branch in respect of Registered Notes settled or clearing 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 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. If the Specified Currency of the Note is a currency of one of the Member States of the European Union which has not adopted the euro, and if specified in the applicable Final Terms, the Note shall permit redenomination and exchange (as referred to in Condition 18 below or in such other manner as set forth in the applicable Final Terms) at the option of the Issuer.

Form, Denomination and Title. The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) Currency and the denomination(s) (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This 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), an Index-Linked Interest Note or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final Terms. This Note may be an Index-Linked Redemption Note, depending on the Redemption/Payment Basis shown in the applicable Final Terms. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the these Terms and Conditions are not applicable. Subject as set out below, title to the Notes and Coupons will pass by delivery. The Issuer, the Guarantors (as defined in Condition 3.5)Guarantor, the Trustee and the Paying Agents and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg"), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the GuarantorsGuarantor, the Trustee and the Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the GuarantorsGuarantor, any Paying Agent the Trustee and the Trustee Paying Agents as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder "Noteholder" and "holder of Notes Notes" and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, error be conclusive and binding on all concerned. 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 and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final TermsTerms or as may otherwise be approved by the Issuer, the Agent and the Trustee.

Form, Denomination and Title. The Notes are in bearer form or in registered form as specified in the applicable Final Terms and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denomination(s) denominations (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified DenominationDenomination and Bearer Notes may not be exchanged for Registered Notes and vice versa. This 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), Note or a Note issued on a non-interest bearing basis (Zero Coupon Note), or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final Terms. Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by deliverydelivery and title to the Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The Issuer, the Guarantors (as defined in Condition 3.5), the Paying Agents Issuer and the Trustee any Agent will (except as otherwise required by law) deem and treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, the Paying Agents Issuer and the Trustee Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant Registered Global Note shall be treated by the Issuer, the Guarantors, Issuer and any Paying Agent and the Trustee as the holder of such nominal amount 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. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. 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 and and/or Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.

Form, Denomination and Title. The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denomination(s) denominations (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This Note may be a Note bearing interest on a fixed rate basis (Fixed Rate Note), a Note bearing interest on Fixed Reset Note, a floating rate basis (Floating Rate Note), a Note issued on a non-interest bearing basis (Zero Coupon Note), Note or a combination of any of the foregoing, depending upon the interest basis Interest Basis shown in the applicable Final Terms. This Note may also be a Senior Preferred Note, a Senior Non-Preferred Note or a Subordinated Note, as indicated in the applicable Final Terms. If this Note is a Senior Preferred Note, it may be a Senior Preferred MREL Eligible Note if so specified in the applicable Final Terms. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Notes and Coupons will pass by delivery. The Issuer, the Guarantors (as defined in Condition 3.5), the Paying Agents and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, Issuer and the Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Guarantors, Issuer and any Paying Agent and the Trustee as the holder of such nominal amount 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. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. 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 and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.

Form, Denomination and Title. The Notes are in bearer form or in registered form as specified in the applicable Final Terms and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denomination(s) denominations (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified DenominationDenomination and Bearer Notes may not be exchanged for Registered Notes and vice versa. This 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), Note or a Note issued on a non-interest bearing basis (Zero Coupon Note), or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final Terms. Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by deliverydelivery and title to the Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The relevant Issuer, the Guarantors (as defined in Condition 3.5), the Paying Agents Guarantor and the Trustee any Agent will (except as otherwise required by law) deem and treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the relevant Issuer, the Guarantors, the Paying Agents Guarantor and the Trustee Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant Registered Global Note shall be treated by the relevant Issuer, the Guarantors, Guarantor and any Paying Agent and the Trustee as the holder of such nominal amount 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. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. 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 and and/or Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.

Form, Denomination and Title. The Notes are in bearer form or in registered form as specified in the applicable Final Terms and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denomination(s) denominations (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified DenominationDenomination and Bearer Notes may not be exchanged for Registered Notes and vice versa. This Unless this Note is an Exempt Note, this 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), Note or a Note issued on a non-interest bearing basis (Zero Coupon Note), Note or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final Terms. If this Note is an Exempt Note, this Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Pricing Supplement. Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by deliverydelivery and title to the Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The Issuer, the Guarantors (as defined in Condition 3.5), the Paying Agents Guarantor and the Trustee any Agent will (except as otherwise required by law) deem and treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, the Paying Agents Guarantor and the Trustee Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant Registered Global Note shall be treated by the Issuer, the Guarantors, Guarantor and any Paying Agent and the Trustee as the holder of such nominal amount 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. In determining whether For so long as the Depository Trust Company (DTC) or its nominee is the registered owner or holder of a particular person is entitled Registered Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Registered Global Note for all purposes under the Agency Agreement and the Notes except to a particular nominal amount of Notes as aforesaid, the Trustee extent that in accordance with DTC's published rules and procedures any ownership rights may rely on such evidence and/or information and/or certification as it shall, in be exercised by its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concernedparticipants or beneficial owners through participants. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of DTC, Euroclear and Clearstream, Luxembourg, as the case may be. References to DTC, Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.

Form, Denomination and Title. The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denomination(s) denominations (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This Unless this Note is an Exempt Note, this 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), Note or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final Terms. If this Note is an Exempt Note, this Note may also be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, a Note denominated in Swiss francs and offered to the public in Switzerland and/or listed on the SIX Swiss Exchange Ltd. or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Pricing Supplement. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Notes and Coupons will pass by delivery. The Issuer, the Guarantors (as defined in Condition 3.5), Issuer and the Paying Agents and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking Banking, S.A. (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, Issuer and the Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Guarantors, Issuer and any Paying Agent and the Trustee as the holder of such nominal amount 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. In determining whether For so long as any of the Notes is represented by a particular person Global Note which is entitled deposited with SIX SIS Ltd. (SIS) or any intermediary in Switzerland recognised for such purposes by the SIX Swiss Exchange Ltd. (the SIX Swiss Exchange, and SIS or any such other intermediary the Intermediary) and entered into the accounts of one or more participants of the Intermediary, such Global Note will constitute intermediated securities (Bucheffekten) (Intermediated Securities) in accordance with the provisions of the Swiss Federal Intermediated Securities Act (Bucheffektengesetz). Each holder of the Notes deposited with the Intermediary shall have a quotal co-ownership interest (Miteigentumsanteil) in such Global Note to the extent of his claim against the Issuer, provided that for so long as such Global Note remains deposited with the Intermediary the co-ownership interest shall be suspended and such Notes may only be transferred or otherwise disposed of in accordance with the provisions of the Swiss Federal Intermediated Securities Act (Bucheffektengesetz), i.e. by entry of the transferred Notes in a particular nominal amount securities account of the transferee. The records of the Intermediary will determine the number of Notes as aforesaidheld through each participant in that Intermediary. In respect of the Notes held in the form of Intermediated Securities, the Trustee may rely on holders of such evidence and/or information and/or certification as it shall, Notes will be the persons holding the Notes in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shalla securities account (Effektenkonto) which is in their own name or, in the absence case of manifest errorintermediaries (Verwahrungsstellen), be conclusive and binding on all concernedthe intermediaries (Verwahrungsstellen) holding the Notes for their own account in a securities account (Effektenkonto) which is in their own name. 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 Euroclear, Clearstream, Luxembourg and Clearstreamthe Intermediary, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.

Form, Denomination and Title. The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denomination(s) (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This 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 Reset Note, a non-interest bearing basis (Zero Coupon Note), or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final Terms. This Note may be a Senior Preferred Note, a Senior Non-Preferred Note or a Subordinated Note, depending upon the Status of the Notes shown in the applicable Final Terms. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Notes and Coupons will pass by delivery. The Issuer, the Guarantors (as defined in Condition 3.5), Issuer and the Paying Agents and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, Issuer and the Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Guarantors, Issuer and any Paying Agent and the Trustee as the holder of such nominal amount 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. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. 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 and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.

Form, Denomination and Title. The Notes are issued in bearer form and(“Bearer Notes”, which expression includes Notes that are specified to be Exchangeable Bearer Notes), in the registered form (“Registered Notes”) or in bearer form exchangeable for Registered Notes (“Exchangeable Bearer Notes”) in each case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denomination(s) (the Specified Denomination(s)) specified in shown hereon. Holcim Finance US LLC may only issue Registered Notes. All Registered Notes shall have the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another same Specified Denomination. Where Exchangeable Bearer Notes are issued, the Registered Notes for which they are exchangeable shall have the same Specified Denomination as the lowest denomination of Exchangeable Bearer Notes. This Note may be is a Note bearing interest on a fixed rate basis (Fixed Rate Note), a Note bearing interest on a floating rate basis (Floating Rate Note), Note or a Note issued on a non-interest bearing basis (Zero Coupon Note), or a combination of any of the foregoingforegoing or any other kind of Note, depending upon the interest basis specified in the applicable Final TermsInterest and Redemption/Payment Basis shown hereon. Definitive Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, unless they are save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Couponholders Talons in the these Conditions are not applicable. Subject Registered Notes are represented by registered certificates (“Certificates”) and, save as set out belowprovided in Condition 2(c), title each Certificate shall represent the entire holding of Registered Notes by the same holder. Title to the Bearer Notes and the Coupons will and Talons shall pass by delivery. The Issuer, Title to the Guarantors (as defined in Condition 3.5), the Paying Agents and the Trustee will (except as otherwise required Registered Notes shall pass by law) deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, registration in the case of any Global Note, without prejudice register that the Relevant Issuer shall procure to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream), each person (other than Euroclear or Clearstream) who is for the time being shown in the records of Euroclear or of Clearstream as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream 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 kept by the Issuer, the Guarantors, the Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Guarantors, any Paying Agent and the Trustee as the holder of such nominal amount 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. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. Notes which are represented by a Global Note will be transferable only Registrar in accordance with the rules and procedures for provisions of the time being Agency Agreement (the “Register”). Except as ordered by a court of Euroclear and Clearstreamcompetent jurisdiction or as required by law, the holder (as the case may be. References to Euroclear and/or Clearstream shalldefined below) of any Note, whenever the context so permits, Coupon or Talon shall be deemed to include a reference to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless of any additional notice of ownership, trust or alternative clearing system specified any interest in it, any writing on it (or on the applicable Final TermsCertificate representing it) or its theft or loss (or that of the related Certificate) and no person shall be liable for so treating the holder.

Form, Denomination and Title. The Notes are issued in bearer form and(“Bearer Notes”) or in registered form (“Registered Notes”), in the each case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denomination(s) (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denominationshown hereon. This Note may be is 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 a combination of any of the foregoing, depending upon the interest basis specified in the applicable Final TermsInterest and Redemption/Payment Basis shown hereon. Definitive Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, unless they are save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Couponholders Talons in the these Conditions are not applicable. Subject Registered Notes are represented by registered certificates (“Certificates”) and, save as set out belowprovided in Condition 2(c), title each Certificate shall represent the entire holding of Registered Notes by the same holder. Title to the Bearer Notes and the Coupons will and Talons shall pass by delivery. The Issuer, Title to the Guarantors (as defined in Condition 3.5), the Paying Agents and the Trustee will (except as otherwise required Registered Notes shall pass by law) deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, registration in the case of any Global Note, without prejudice register that the Issuer shall procure to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream), each person (other than Euroclear or Clearstream) who is for the time being shown in the records of Euroclear or of Clearstream as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream 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 kept by the Issuer, the Guarantors, the Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Guarantors, any Paying Agent and the Trustee as the holder of such nominal amount 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. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. Notes which are represented by a Global Note will be transferable only Registrar in accordance with the rules and procedures for provisions of the time being Agency Agreement (the “Register”). Except as ordered by a court of Euroclear and Clearstreamcompetent jurisdiction or as required by law, the holder (as the case may be. References to Euroclear and/or Clearstream shalldefined below) of any Note, whenever the context so permits, Coupon or Talon shall be deemed to include a reference to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless of any additional notice of ownership, trust or alternative clearing system specified an interest in it, any writing on it (or on the applicable Final TermsCertificate representing it) or its theft or loss (or that of the related Certificate) and no person shall be liable for so treating the holder.

Form, Denomination and Title. The Notes are in bearer form or in registered form as specified in the applicable Final Terms and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denomination(s) denominations (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified DenominationDenomination and Bearer Notes may not be exchanged for Registered Notes and vice versa. This 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), Note or a Note issued on a non-interest bearing basis (Zero Coupon Note), or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final Terms. Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes Notes, in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by deliverydelivery and title to the Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The Issuer, the Guarantors (as defined in Condition 3.5), the Paying Agents Issuer and the Trustee any Agent will (except as otherwise required by law) deem and treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, the Paying Agents Issuer and the Trustee Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant Registered Global Note shall be treated by the Issuer, the Guarantors, Issuer and any Paying Agent and the Trustee as the holder of such nominal amount 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. In determining whether For so long as The Depository Trust Company (DTC) or its nominee is the registered owner or holder of a particular person is entitled Registered Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Registered Global Note for all purposes under the Agency Agreement and the Notes except to a particular nominal amount of Notes as aforesaid, the Trustee extent that in accordance with DTC’s published rules and procedures any ownership rights may rely on such evidence and/or information and/or certification as it shall, in be exercised by its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concernedparticipants or beneficial owners through participants. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of DTC, Euroclear and Clearstream, Luxembourg, as the case may be. References to DTC, Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final TermsTerms or as may otherwise be approved by the Issuer and the Principal Paying Agent.

Form, Denomination and Title. The Notes are in bearer form or in registered form as specified in the applicable Final Terms and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denomination(s) denominations (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified DenominationDenomination and Bearer Notes may not be exchanged for Registered Notes and vice versa. This 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), Note or a Note issued on a non-interest bearing basis (Zero Coupon Note), or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final Terms. Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by deliverydelivery and title to the Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The Issuer, the Guarantors (as defined in Condition 3.5), the Paying Agents Issuer and the Trustee any Agent will (except as otherwise required by law) deem and treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, the Paying Agents Issuer and the Trustee Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant Registered Global Note shall be treated by the Issuer, the Guarantors, Issuer and any Paying Agent and the Trustee as the holder of such nominal amount 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. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. 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 and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.

Form, Denomination and Title. The Notes are 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 (the “Specified Currency”) and in the denomination(s) denominations (the “Specified Denomination(s)) ”), as specified in the applicable Final Terms. Bearer Notes of one Specified Denomination may not be exchanged for Registered Notes of another Specified Denominationand vice versa. This 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 a any combination of any of the foregoing, depending upon the interest basis specified in the applicable Final Terms. Definitive 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 the these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by delivery. The Issuerholder of each Coupon whether or not such Coupon is attached to a Note, in his capacity as such, shall be subject to and bound by all the provisions contained in the relevant Note. Subject as set out below, the Guarantors (as defined in Condition 3.5), the Issuer and any Paying Agents and the Trustee will (except as otherwise required by law) 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 global Bearer Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream)global Note, each person (other than Euroclear or Clearstream) 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 Clearstream, Luxembourg or any other agreed 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 or proven error)) shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent or (in the Paying Agents case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the Trustee 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 such nominal amount of such the Notes, for which purpose the bearer of the relevant Global global Bearer Note or registered holder of the global Registered Note shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global global Note (and the expressions Noteholder “Noteholder” and “holder of Notes Notes” and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and or of Clearstream, Luxembourg, as the case may be. References 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 the BNY Trust Company of Canada. Toyota Credit Canada Inc. shall procure a branch register to be kept by ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇/NV, Luxembourg 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 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. If the Specified Currency of the Note is a currency of one of the Member States of the European Union which has not adopted the euro, and if specified in the applicable Final Terms, the Note shall permit redenomination and exchange (as referred to in Condition 18 below or in such other manner as set forth in the applicable Final Terms) at the option of the Issuer.

Form, Denomination and Title. The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) Currency and the denomination(s) (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This 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), an Index Linked Interest Note or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final TermsPricing Supplement. This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note, a Partly Paid Note or a combination of any of the foregoing, depending on the Redemption/Payment Basis shown in the applicable Pricing Supplement. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the these Terms and Conditions are not applicable. Subject as set out below, title to the Notes Notes, Receipts and Coupons will pass by delivery. The Issuer, the Guarantors (as defined in Condition 3.5), Issuer and the Paying Agents and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Note Note, Receipt or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV S.A./N.V. as operator of the Euroclear System (Euroclear"EUROCLEAR") and/or Clearstream Banking S.A. Banking, societe anonyme (Clearstream"CLEARSTREAM, LUXEMBOURG"), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, Issuer and the Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than (except as provided in the relevant Global Note) with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Guarantors, Issuer and any Paying Agent and the Trustee as the holder of such nominal amount of such Notes Notes, all in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder "NOTEHOLDER" and holder of Notes "HOLDER OF NOTES" and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. 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 and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final TermsPricing Supplement.

Form, Denomination and Title. The Notes are 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 (the “Specified Currency”) and in the denomination(s) denominations (the “Specified Denomination(s)) ”), as specified in the applicable Final Terms. Bearer Notes of one Specified Denomination may not be exchanged for Registered Notes of another Specified Denominationand vice versa. This 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 a any combination of any of the foregoing, depending upon the interest basis specified in the applicable Final Terms. Definitive 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 the these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by delivery. The Issuerholder 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 Guarantors (as defined in Condition 3.5), the Issuer and any Paying Agents and the Trustee will (except as otherwise required by law) 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 global Bearer Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream)global Note, each person (other than Euroclear or Clearstream) 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 Clearstream, Luxembourg or any other agreed 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 or proven error)) shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent or (in the Paying Agents case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the Trustee 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 such nominal amount of such the Notes, for which purpose the bearer of the relevant Global global Bearer Note or registered holder of the global Registered Note shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global global Note (and the expressions Noteholder “Noteholder” and “holder of Notes Notes” and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and or of Clearstream, Luxembourg, as the case may be. References 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 the BNY Trust Company of Canada. Toyota Credit Canada Inc. shall procure a branch register to be kept by The Bank of New York ▇▇▇▇▇▇ ▇▇/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 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.

Form, Denomination and Title. The Notes are in bearer form or in registered form as specified in the applicable Final Terms and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denomination(s) denominations (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified DenominationDenomination and Bearer Notes may not be exchanged for Registered Notes and vice versa. This 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), Note or a Note issued on a non-interest bearing basis (Zero Coupon Note), Note or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final Terms. Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by deliverydelivery and title to the Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The Issuer, the Guarantors (as defined in Condition 3.5), the Paying Agents Issuer and the Trustee any Agent will (except as otherwise required by law) deem and treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, the Paying Agents Issuer and the Trustee Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant Registered Global Note shall be treated by the Issuer, the Guarantors, Issuer and any Paying Agent and the Trustee as the holder of such nominal amount 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. In determining whether For so long as the Depository Trust Company (DTC) or its nominee is the registered owner or holder of a particular person is entitled Registered Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Registered Global Note for all purposes under the Agency Agreement and the Notes except to a particular nominal amount of Notes as aforesaid, the Trustee extent that in accordance with DTC’s published rules and procedures any ownership rights may rely on such evidence and/or information and/or certification as it shall, in be exercised by its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concernedparticipants or beneficial owners through participants. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of DTC, Euroclear and Clearstream, Luxembourg as the case may be. References to DTC, Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.

Form, Denomination and Title. The Notes are in bearer registered form and, in the case of definitive Notes, serially numbered, in the currency (the “Specified Currency”) and the denomination(s) denominations (the “Specified Denomination(s)”) specified in the applicable Final TermsPricing Supplement. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This 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), an Index Linked Interest Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final TermsPricing Supplement. Definitive Notes are issued with Coupons attachedThis Note may also be an Index Linked Redemption Note, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note or a combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in the Conditions are not applicableapplicable Pricing Supplement. Subject as set out below, title to the Notes and Coupons will pass by deliveryupon registration of transfers in accordance with the provisions of the Agency Agreement. The Issuer, the Guarantors (as defined in Condition 3.5), the Paying Agents Guarantor and the Trustee any Agent will (except as otherwise required by law) deem and treat the bearer registered holder of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are Note is represented by a Global Note held on behalf of Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream, Luxembourg”), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, the Paying Agents Guarantor and the Trustee Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer registered holder of the relevant Global Note shall be treated by the Issuer, the Guarantors, Guarantor and any Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder “Noteholder” and “holder of Notes Notes” and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. 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 and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final TermsPricing Supplement.

Form, Denomination and Title. The Notes are 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 (the “Specified Currency”) and in the denomination(s) denominations (the “Specified Denomination(s)) ”), as specified in the applicable Final Terms. Bearer Notes of one Specified Denomination may not be exchanged for Registered Notes of another Specified Denominationand vice versa. This 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 a any combination of any of the foregoing, depending upon the interest basis specified in the applicable Final Terms. Definitive 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 the these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by delivery. The Issuerholder of each Coupon whether or not such Coupon is attached to a Note, in his capacity as such, shall be subject to and bound by all the provisions contained in the relevant Note. Subject as set out below, the Guarantors (as defined in Condition 3.5), the Issuer and any Paying Agents and the Trustee will (except as otherwise required by law) 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 global Bearer Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream)global Note, each person (other than Euroclear or Clearstream) 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 Clearstream, Luxembourg or any other agreed 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 or proven error)) shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent or (in the Paying Agents case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the Trustee 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 such nominal amount of such the Notes, for which purpose the bearer of the relevant Global global Bearer Note or registered holder of the global Registered Note shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global global Note (and the expressions Noteholder “Noteholder” and “holder of Notes Notes” and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and or of Clearstream, Luxembourg, as the case may be. References 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 the BNY Trust Company of Canada. Toyota Credit Canada Inc. shall procure a branch register to be kept by ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇/NV, Luxembourg 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 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.

Form, Denomination and Title. The Notes are 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 (the “Specified Currency”) and in the denomination(s) denominations (the “Specified Denomination(s)) ”), as specified in the applicable Final Terms. Bearer Notes of one Specified Denomination may not be exchanged for Registered Notes of another Specified Denominationand vice versa. This 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 a any combination of any of the foregoing, depending upon the interest basis specified in the applicable Final Terms. Definitive 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 the these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by delivery. The Issuerholder 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 Guarantors (as defined in Condition 3.5), the Issuer and any Paying Agents and the Trustee will (except as otherwise required by law) 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 global Bearer Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream)global Note, each person (other than Euroclear or Clearstream) 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 Clearstream, Luxembourg or any other agreed 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 or proven error)) shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent or (in the Paying Agents case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the Trustee 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 such nominal amount of such the Notes, for which purpose the bearer of the relevant Global global Bearer Note or registered holder of the global Registered Note shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global global Note (and the expressions Noteholder “Noteholder” and “holder of Notes Notes” and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and or of Clearstream, Luxembourg, as the case may be. References 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 the BNY Trust Company of Canada. Toyota Credit Canada Inc. shall procure a branch register to be kept by The Bank of New York ▇▇▇▇▇▇ ▇▇/NV, Luxembourg 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 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.

Form, Denomination and Title. The Notes are 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 (the “Specified Currency”) and in the denomination(s) denominations (the “Specified Denomination(s)) ”), as specified in the applicable Final Terms. Bearer Notes of one Specified Denomination may not be exchanged for Registered Notes of another Specified Denominationand vice versa. This 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 a any combination of any of the foregoing, depending upon the interest basis specified in the applicable Final Terms. Definitive 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 the these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by delivery. The Issuerholder of each Coupon whether or not such Coupon is attached to a Note, in his capacity as such, shall be subject to and bound by all the provisions contained in the relevant Note. Subject as set out below, the Guarantors (as defined in Condition 3.5), the Issuer and any Paying Agents and the Trustee will (except as otherwise required by law) 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 global Bearer Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream)global Note, each person (other than Euroclear or Clearstream) 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 Clearstream, Luxembourg or any other agreed 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 or proven error)) shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent or (in the Paying Agents case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the Trustee 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 such nominal amount of such the Notes, for which purpose the bearer of the relevant Global global Bearer Note or registered holder of the global Registered Note shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global global Note (and the expressions Noteholder “Noteholder” and “holder of Notes Notes” and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and or of Clearstream, Luxembourg, as the case may be. References Title to Registered Notes issued by Toyota Credit Canada Inc. passes on due endorsement in the relevant register (“TCCI Register”) which Toyota Credit Canada Inc. shall procure to be kept by the TCCI Registrar. 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 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. If the Specified Currency of the Note is a currency of one of the Member States of the European Union which has not adopted the euro, and if specified in the applicable Final Terms, the Note shall permit redenomination and exchange (as referred to in Condition 18 below or in such other manner as set forth in the applicable Final Terms) at the option of the Issuer.

Form, Denomination and Title. The Notes are 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 (the “Specified Currency”) and in the denomination(s) denominations (the “Specified Denomination(s)) ”), as specified in the applicable Final Terms. Bearer Notes of one Specified Denomination may not be exchanged for Registered Notes of another Specified Denominationand vice versa. This 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 a any combination of any of the foregoing, depending upon the interest basis specified in the applicable Final Terms. Definitive 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 the these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by delivery. The Issuerholder of each Coupon whether or not such Coupon is attached to a Note, in his capacity as such, shall be subject to and bound by all the provisions contained in the relevant Note. Subject as set out below, the Guarantors (as defined in Condition 3.5), the Issuer and any Paying Agents and the Trustee will (except as otherwise required by law) 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 global Bearer Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream)global Note, each person (other than Euroclear or Clearstream) 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 Clearstream, Luxembourg or any other agreed 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 or proven error)) shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent or (in the Paying Agents case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the Trustee 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 such nominal amount of such the Notes, for which purpose the bearer of the relevant Global global Bearer Note or registered holder of the global Registered Note shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global global Note (and the expressions Noteholder “Noteholder” and “holder of Notes Notes” and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and or of Clearstream, Luxembourg, as the case may be. References 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 the BNY Trust Company of Canada. Toyota Credit Canada Inc. shall procure a branch register to be kept by T▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇/▇▇, Luxembourg 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 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.

Form, Denomination and Title. The Notes are 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 (the “Specified Currency”) and in the denomination(s) denominations (the “Specified Denomination(s)) ”), as specified in the applicable Final Terms. Bearer Notes of one Specified Denomination may not be exchanged for Registered Notes of another Specified Denominationand vice versa. This 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 a any combination of any of the foregoing, depending upon the interest basis specified in the applicable Final Terms. Definitive 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 the these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by delivery. The Issuerholder of each Coupon whether or not such Coupon is attached to a Note, in his capacity as such, shall be subject to and bound by all the provisions contained in the relevant Note. Subject as set out below, the Guarantors (as defined in Condition 3.5), the Issuer and any Paying Agents and the Trustee will (except as otherwise required by law) 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 global Bearer Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream)global Note, each person (other than Euroclear or Clearstream) 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 Clearstream, Luxembourg or any other agreed 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 or proven error)) shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent or (in the Paying Agents case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the Trustee 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 such nominal amount of such the Notes, for which purpose the bearer of the relevant Global global Bearer Note or registered holder of the global Registered Note shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global global Note (and the expressions Noteholder “Noteholder” and “holder of Notes Notes” and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and or of Clearstream, Luxembourg, as the case may be. References 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 the BNY Trust Company of Canada. Toyota Credit Canada Inc. shall procure a branch register to be kept by T▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇/▇▇, Luxembourg 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 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. If the Specified Currency of the Note is a currency of one of the Member States of the European Union which has not adopted the euro, and if specified in the applicable Final Terms, the Note shall permit redenomination and exchange (as referred to in Condition 18 below or in such other manner as set forth in the applicable Final Terms) at the option of the Issuer.

Form, Denomination and Title. ‌ The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) Currency and the denomination(s) (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This Note may be (i) bear interest calculated by reference to one or more fixed rates of interest (such Note, a Note bearing interest on a fixed rate basis ("Fixed Rate Note"), (ii) bear interest calculated by reference to, in the case of an initial period, an initial fixed rate of interest and, thereafter, the applicable fixed rate of interest that has been determined pursuant to the reset provisions contained in these Terms and Conditions, by reference to a Note bearing mid-market swap rate for the Specified Currency (such Note, a "Reset Note"), (iii) bear interest on calculated by reference to one or more floating rates of interest (such Note, a floating rate basis ("Floating Rate Note"), a Note (iv) be issued on a non-interest bearing basis and be offered and sold at a discount to its nominal amount (such Note, a "Zero Coupon Note), ") or (v) be a combination of any of the foregoing. In addition, depending upon the interest basis specified Notes will provide that the rights of Noteholders with regard to payments of principal will either be (i) unsubordinated ("Ordinary Notes") or (ii) subordinated in the applicable Final Termsmanner described under Condition 2(b) below with a fixed redemption date and with terms capable of qualifying as Tier 2 Capital (the "Tier 2 Notes"). Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in The term "Tier 2 Capital" means tier 2 capital for the Conditions are not applicablepurposes of the Capital Regulations. Subject as set out below, title to the Notes and Coupons will pass by delivery. The Issuer, the Guarantors Replacement Agent (as defined in Condition 3.5), the Agency Agreement) and any Paying Agents and Agent may (to the Trustee will (except as otherwise required fullest extent permitted by applicable law) deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not such Note or Coupon shall be overdue and notwithstanding 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 global Note, without prejudice to the provisions set out in the next two succeeding paragraphparagraphs. The holder of each Coupon, whether or not such Coupon is attached to a Note, shall be subject to and bound by all the provisions contained in the relevant Note. For so long as any of the Notes are of this Tranche is represented by a Global global Note (including Notes issued in new global note ("NGN") form, as specified in the applicable Final Terms) held on behalf of Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg"), each person (other than Euroclear or Clearstream) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, the Trustee and any Paying Agents and the Trustee Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or and interest on such nominal amount of such Notes, for the right to which purpose shall be vested, as against the Issuer, the Trustee and any Paying Agent, solely in the bearer of the relevant Global global Note shall be treated by the Issuer, the Guarantors, any Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to its terms (or the terms of Trustee in accordance with the relevant Global Note Trust Deed) (and the expressions Noteholder "Noteholder" and "holder of Notes Notes" and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and or of Clearstream, Luxembourg, as the case may be. References For so long as any of the Notes in this Tranche is represented by a global Note held by or on behalf of the Hong Kong Monetary Authority as operator (the "CMU Operator") of the Central Moneymarkets Unit Service ("CMU"), each person for whose account a relevant interest in such global Note is credited as being held by the CMU Operator, as notified to Euroclear and/or Clearstream shall, whenever the context so permits, CMU Lodging and Paying Agent by the CMU Operator (which notification shall be conclusive evidence of the records of the CMU Operator save in the case of manifest error) shall be deemed to include be the holder of a reference corresponding nominal amount of the Notes (and the holder of the relevant global Note shall not be deemed to any additional be the holder) for all purposes other than with respect to the payment of principal or alternative clearing system specified interest on such Notes, the right to which shall be vested, as against the Issuer, the Trustee and the CMU Lodging and Paying Agent, solely in the applicable Final Termsbearer of such global Note and for which purpose the bearer of such global Note shall be deemed to be the holder of such nominal amount of such Notes in accordance with and subject to its terms (or the Trustee in accordance with the Trust Deed) (and the expressions "Noteholder", "holder of Notes" and related expressions shall be construed accordingly). For these purposes, a notification from the CMU shall be conclusive and binding evidence of the identity of any holder of Notes and the nominal amount of any Notes represented by such global Note credited to its account (save in the case of manifest error).

Form, Denomination and Title. The Notes are in bearer form or in registered form as specified in the applicable Final Terms in the Specified Currency and the Specified Denomination(s) and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denomination(s) (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified DenominationDenomination and Bearer Notes may not be exchanged for Registered Notes and vice versa. This Holders of Registered Notes in definitive form may exchange such Notes for interests in a Registered Global 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 a combination of any of the foregoing, depending upon same Series at any time (save that holders of Bearer Notes issued by SES will have the interest basis specified right to exchange such Notes for “registered notes” in the applicable Final Termsmanner and form contemplated within the provisions of the Luxembourg law of 10 August 1915 on commercial companies, as amended (Luxembourg Company Law)). Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by deliverydelivery and title to the Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The relevant Issuer, the Guarantors (as defined in Condition 3.5), the Paying Agents Guarantor and the Trustee Agents will (except as otherwise required by law) deem and treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Bearer Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream), Luxembourg) or by a Registered Global Note, registered in the name of a nominee for a common depository or common safekeeper for Euroclear or Clearstream, Luxembourg, each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 or proven error) shall be treated by the Issuer, the Guarantors, the Paying Agents Guarantor and the Trustee Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant Registered Global Note shall be treated by the Issuer, the Guarantors, Guarantor and any Paying Agent and the Trustee as the holder of such nominal amount 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. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. 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 and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms. SES Americom will not issue undated Notes or Notes with an initial maturity of more than 183 days (taking into consideration unilateral rights to roll or extend) unless the relevant Global Notes are Registered Global Notes. In the case of Registered Notes issued by SES only, the Issuer will maintain a register of holders of Registered Notes at its registered office in accordance with the provisions of Luxembourg Company Law, as amended, which shall match the Register with regard to the entries therein. In the event of any discrepancies between the Register and the register held by the Issuer at its registered office, the register held by the Issuer at its registered office shall prevail for Luxembourg law purposes. The Agency Agreement contains provisions which, in the case of Registered Notes issued by SES only, oblige the Registrar to promptly provide an updated copy of the Register to SES on the issue date of a relevant Series of Registered Notes and at any time following any amendment to the Register, in order to allow SES to update the register held by it at its registered office to reflect the Register.

Form, Denomination and Title. The Notes are may be Bearer Notes or Registered Notes and issued in bearer global form andor definitive form. Notes, to the extent applicable, will be numbered serially and issued in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) Currency and the denomination(s) (the Specified Denomination(s)) specified . Save as provided in the applicable Final Terms. Condition 2, Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This Note may be a Note bearing interest on a fixed rate basis Notes in registered form sold pursuant to Rule 144A (Fixed Rate Note“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), a Note bearing interest on a floating rate basis shall be issued in denominations of U.S.$100,000 (Floating Rate Note), a Note issued on a non-interest bearing basis or its equivalent in any other currency) and higher integral multiples of U.S.$1,000 (Zero Coupon Note), or a combination of any of its equivalent as aforesaid) or the foregoing, depending upon the interest basis higher denomination or denominations specified in the applicable Final Terms. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out forth below, title to the Notes Bearer Notes, Receipts and Coupons will pass by deliverydelivery and references herein to “Holders” of Bearer Notes, Receipts and Coupons are to the bearers of such Bearer Notes, Receipts and Coupons, subject as provided below. Title to Registered Notes will pass upon registration of transfers in the books of the Registrar in London. References herein to the “Holders” of Registered Notes are to the persons in whose names such Registered Notes are so registered in such books, subject as provided below. The IssuerRepublic, the Guarantors (as defined in Condition 3.5)Fiscal Agent, any Paying Agent, the Paying Agents Registrar and the Trustee will (except as otherwise required by law) any Transfer Agent may deem and treat the bearer of any Note Bearer Note, Receipt or Coupon and any person in whose name a Registered Note is registered as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out forth in the next succeeding paragraph. For so long as any of the Bearer Notes are represented by a bearer Global Note held by a common depositary on behalf of Euroclear Bank SA/NV (and/or Clearstream, Luxembourg or for so long as Euroclear) and/or Clearstream Banking S.A. (, Clearstream), Luxembourg or DTC, as the case may be, or its nominee is the registered holder of a Registered Global Note, each person (other than Euroclear or Euroclear, Clearstream, Luxembourg or, as the case may be, DTC) who is for the time being shown in the records of Euroclear or of Clearstream Euroclear, Clearstream, Luxembourg or, as the case may be, DTC as the holder of a particular nominal principal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Euroclear, Clearstream, Luxembourg or, as the case may be, DTC as to the nominal principal 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 the IssuerRepublic, the GuarantorsFiscal Agent, any Paying Agent, the Paying Agents Registrar and the Trustee any Transfer Agent as the holder Holder of such nominal principal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such the Notes, for which purpose the bearer or registered owner of the relevant Global Note shall be treated by the IssuerRepublic, the GuarantorsFiscal Agent, any Paying Agent, the Registrar and any Transfer Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note (and the expressions Noteholder and holder of Notes expression “Holder” and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned). 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 and Euroclear, Clearstream, Luxembourg and, if applicable, DTC, as the case may be. References to Euroclear Euroclear, Clearstream, Luxembourg and/or Clearstream DTC shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the Republic, the relevant Dealer and the Fiscal Agent and specified in the applicable Final Terms. Notes shall be issued and denominated in, and amounts shall be due and payable in, the Specified Currency specified in the applicable Final Terms, save that the minimum denomination of each Note will be the equivalent in Specified Currency of U.S.$1,000 or such higher minimum as may be required from time to time by any laws or regulations applicable to the relevant Specified Currency. If the Specified Currency of an issue of Notes is a currency of one of the Member States of the European Union not participating as at the Issue Date of such Notes in the third stage of European economic and monetary union or otherwise participating in European economic and monetary union in a manner with similar effect to such third stage, the Issuer may specify in the applicable Final Terms that such Notes will include redenomination provisions for the redenomination of the Specified Currency to Euro with effect from the start of the relevant country’s participation in the European Union, and, if so specified, the wording of the redenomination provisions for the redenomination of the Specified Currency to Euro, will be set out in full in the applicable Final Terms.

Form, Denomination and Title. The Notes are in bearer form ("Bearer Notes"), registered form ("Registered Notes") or, in the case of VPS Notes, uncertificated book-entry form, as specified in the applicable Final Terms and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) Currency and the denomination(s) (the Specified Denomination(s)) specified . Save as provided in the applicable Final Terms. Condition 13, Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. Bearer Notes may not be exchanged for Registered Notes and vice versa. VPS Notes may not be exchanged for Bearer Notes or Registered Notes and vice versa. This Note may be is 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 Reset Note, a non-interest bearing basis (Zero Coupon Note), Note or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final Terms. This Note is a Preferred Note, a Non-Preferred Note or a Subordinated Note, as indicated in the applicable Final Terms. Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by deliverydelivery and title to the Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The Issuer, the Guarantors Replacement Agent (as defined in Condition 3.5the Agency Agreement), the Registrar, any Transfer Agent and any Paying Agents and the Trustee will (except as otherwise required by law) Agent may deem and treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes and shall not be liable for so doing but, in the case of any Global global Note, without prejudice to the provisions set out in the next succeeding paragraph, and the expressions "Noteholder" and "holder of Notes" and related expressions shall be construed accordingly. For The holder of a VPS Note will be the person evidenced as such by a book entry in the records of the VPS. Title to the VPS Notes will pass by registration in the registers between the direct or indirect accountholders at the VPS in accordance with the rules and procedures of the VPS. Where a nominee is so evidenced, it shall be treated by the Issuer as the holder of the relevant VPS Note. Save as provided below in respect of Swiss Domestic Notes, for so long as any of the Notes are is represented by a Global global Note held on behalf of Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream), Luxembourg") or for so long as The Depository Trust Company ("DTC") or its nominee is the registered holder of a Registered Global Note or so long as the Note is a VPS Note, each person (other than Euroclear or Clearstream, Luxembourg or DTC or the VPS, as the case may be) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg or DTC or the VPS, as the case may be, as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream such 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 shall, save in the case of manifest error, be conclusive and binding for all purposes, including any form of statement or print out of electronic records provided by the relevant clearing system in accordance with its usual procedures and in which the holder of a particular nominal amount of such Notes is clearly identified together with the amount of such holding) shall be treated by the Issuer, the GuarantorsAgent, the Replacement Agent and any other Paying Agents and the Trustee Agent as the holder of such nominal amount of such Notes for all purposes other than (in the case only of Notes not being VPS Notes) with respect to the payment of principal or interest on such nominal amount of such the Notes, for which purpose purpose, in the case of Notes represented by a bearer global Note, the bearer of the relevant bearer global Note or, in the case of Notes represented by Registered Global Notes, the registered holder or, in the case of a Registered Global Note registered in the name of DTC or its nominee, DTC or its nominee shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global global Note and the expressions Noteholder "Noteholder" and "holder of Notes Notes" and related expressions shall be construed accordingly. In determining whether Bearer Notes which are denominated in Swiss Francs may be represented upon issue by a particular person is entitled permanent bearer global note (a "Swiss Global Note") substantially in the form set out in Schedule 7 to a particular nominal amount of Notes as aforesaidthe Agency Agreement ("Swiss Domestic Notes"). The Swiss Global Note will be deposited with SIX SIS Ltd, the Trustee Swiss Securities Services Corporation located in Olten, Switzerland ("SIS") or any other intermediary in Switzerland recognised for such purpose by the SIX Swiss Exchange Ltd (the "SIX Swiss Exchange") (SIS or any such other intermediary, the "Intermediary") until final redemption of the Swiss Domestic Notes or the printing of definitive Bearer Notes. Once the Swiss Global Note is deposited with the Intermediary and the accounts of one or more participants of the Intermediary have been credited in accordance therewith, the Swiss Domestic Notes will constitute intermediated securities (Bucheffekten) ("Intermediated Securities") in accordance with the provisions of the Swiss Federal Intermediated Securities Act (Bucheffektengesetz). Each Noteholder shall have a quotal co-ownership interest (Miteigentumsanteil) in the Swiss Global Note to the extent of his claim against the Issuer, provided that, for so long as the Swiss Global Note remains deposited with the Intermediary, the co-ownership interest shall be suspended and the Swiss Domestic Notes may rely on only be transferred or otherwise disposed of in accordance with the provisions of the Swiss Federal Intermediated Securities Act (Bucheffektengesetz), i.e., by the entry of the transferred Swiss Domestic Notes in a securities account of the transferee. The records of the Intermediary will determine the number of Swiss Domestic Notes held through each participant in that Intermediary. In respect of Swiss Domestic Notes held in the form of Intermediated Securities, the holders of the Swiss Domestic Notes will be the persons holding such evidence and/or information and/or certification Swiss Domestic Notes in a securities account in their own name, or in the case of Intermediaries, the Intermediaries holding the Swiss Domestic Notes for their own account in a securities account which is in their name. The terms "Noteholder" and "holder" of Swiss Domestic Notes and related expressions as it used herein shall, in its absolute discretionrelation to any such Swiss Domestic Notes held in the form of Intermediated Securities, think fit andbe construed accordingly, if it does so relyother than with respect to the payment of principal or interest on Swiss Domestic Notes, for which purpose the bearer of the Swiss Global Note shall be treated as the holder of such evidence and/or information and/or certification shallSwiss Domestic Notes in accordance with and subject to the terms of the relevant Swiss Global Note. Holders of Swiss Domestic Notes do not have the right to request the printing and delivery of definitive Bearer Notes. Interests in the Swiss Global Note will be exchangeable, in whole but not in part, for definitive Bearer Notes if the absence Swiss Principal Paying Agent (i) determines that the presentation of manifest errordefinitive Bearer Notes is required by Swiss or other applicable laws and regulations in connection with the enforcement of rights or (ii) deems the printing and delivery of definitive Bearer Notes to be useful or desirable for any other reason. Should the Swiss Principal Paying Agent so determine, it shall provide for the printing of definitive Bearer Notes without cost to the holders. Upon delivery of the definitive Bearer Notes, the Swiss Global Note will be conclusive cancelled and binding on all concernedthe definitive Bearer Notes shall be delivered to the holders against cancellation of the Swiss Domestic Notes in the holders' securities accounts. Notes which are represented by a Global global Note and VPS Notes will be transferable only in accordance with the rules and procedures for the time being of Euroclear and and/or Clearstream, Luxembourg and/or DTC and/or the Intermediary and/or the VPS, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg and/or the VPS shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in approved by the applicable Final TermsIssuer and the Agent.

Form, Denomination and Title. The Notes are may be issued in bearer form and, (the “Bearer Notes”) or in registered form (the “Registered Notes”) as specified in the relevant Final Terms in each case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denomination(s) (the Specified Denomination(s)) specified as indicated in the applicable relevant Final TermsTerms and may be held in holdings equal to any specified minimum amount and integral multiples equal to any specified increment (each, an “Authorised Holding”). Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified Denomination. This Bearer Notes may not be exchanged for Registered Notes and vice versa. A 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), Note or a Note issued on a non-interest bearing basis (Zero Coupon Note), or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis indicated in the applicable relevant Final Terms. Definitive A39784541 Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, unless they are save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Couponholders Talons in the these Conditions are not applicable. Subject Registered Notes are represented by registered certificates (referred to in these terms and conditions as set out below“Certificates”) and, title save as provided in Condition 2 (Transfer of Registered Notes), each Certificate shall represent the entire holding of Registered Notes by the same holder. Each Certificate will be numbered serially with an identifying number which will be recorded in the register which the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement (the “Register”). Title to the Notes Bearer Notes, the Coupons and Coupons will the Talons shall pass by delivery. The Issuer, Title to the Guarantors (as defined in Condition 3.5), the Paying Agents and the Trustee will (except as otherwise required Registered Notes shall pass by law) deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, registration in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream), each person (other than Euroclear or Clearstream) who is for the time being shown in the records of Euroclear or of Clearstream as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream 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 Register maintained by the Issuer, the Guarantors, the Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Guarantors, any Paying Agent and the Trustee as the holder of such nominal amount 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. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. Notes which are represented by a Global Note will be transferable only Registrar in accordance with the rules and procedures for provisions of the time being Agency Agreement. Except as ordered by a court of Euroclear and Clearstreamcompetent jurisdiction or as required by law, as the case may be. References to Euroclear and/or Clearstream shallholder of any Note, whenever the context so permits, Coupon or Talon shall be deemed to include a reference to be and may be treated as its absolute owner for all purposes whether or not it is overdue and regardless of any additional notice of ownership, trust or alternative clearing system specified an interest in it, any writing on it (or on the applicable Final TermsCertificate representing it) or its theft or loss (or that of the related Certificate), and no Person shall be liable for so treating the holder.

Form, Denomination and Title. The Notes are in bearer registered form and, in the case of definitive Notes, serially numbered, in the currency (the “Specified Currency”) and the denomination(s) denominations (the “Specified Denomination(s)”) specified in the applicable Final TermsPricing Supplement. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This 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), an Index Linked Interest Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final TermsPricing Supplement. Definitive Notes are issued with Coupons attachedThis Note may also be an Index Linked Redemption Note, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note or a combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in the Conditions are not applicableapplicable Pricing Supplement. Subject as set out below, title to the Notes and Coupons will pass by deliveryupon registration of transfers in accordance with the provisions of the Agency Agreement. The Issuer, the Guarantors (as defined in Condition 3.5), the Paying Agents Guarantor and the Trustee any Agent will (except as otherwise required by law) deem and treat the bearer registered holder of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are Note is represented by a Global Note held on behalf of Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream, Luxembourg”), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, the Paying Agents Guarantor and the Trustee Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer registered holder of the relevant Global Note 0012034-0005142 UKO2: 2001934267.5 38 shall be treated by the Issuer, the Guarantors, Guarantor and any Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder “Noteholder” and “holder of Notes Notes” and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. 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 and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final TermsPricing Supplement.

Form, Denomination and Title. The Notes are 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 (the “Specified Currency”) and in the denomination(s) denominations (the “Specified Denomination(s)) ”), as specified in the applicable Final Terms. Bearer Notes of one Specified Denomination may not be exchanged for Registered Notes of another Specified Denominationand vice versa. This 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 a any combination of any of the foregoing, depending upon the interest basis specified in the applicable Final Terms. Definitive 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 the these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by delivery. The Issuerholder 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 Guarantors (as defined in Condition 3.5), the Issuer and any Paying Agents and the Trustee will (except as otherwise required by law) 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 global Bearer Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream)global Note, each person (other than Euroclear or Clearstream) 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 Clearstream, Luxembourg or any other agreed 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 or proven error)) shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent or (in the Paying Agents case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the Trustee 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 such nominal amount of such the Notes, for which purpose the bearer of the relevant Global global Bearer Note or registered holder of the global Registered Note shall be treated by the Issuer, the Guarantors, Agent and any other Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global global Note (and the expressions Noteholder “Noteholder” and “holder of Notes Notes” and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and or of Clearstream, Luxembourg, as the case may be. References 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 the BNY Trust Company of Canada. Toyota Credit Canada Inc. shall procure a branch register to be kept by The Bank of New York M▇▇▇▇▇ ▇▇/NV, Luxembourg 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 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.

Form, Denomination and Title. The Notes are in bearer form or in registered form as specified in the applicable Final Terms and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) Currency and the denomination(s) (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified DenominationDenomination and Bearer Notes may not be exchanged for Registered Notes and vice versa. This 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), Note or a combination of any of the foregoing, depending upon the interest basis Interest Basis specified in the applicable Final Terms. This Note may be an Instalment Note, a Partly Paid Note or a combination of any of the foregoing, depending upon the Redemption/Payment Basis specified in the applicable Final Terms. Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Notes Bearer Notes, Receipts and Coupons will pass by deliverydelivery and title to the Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The Issuer, the Guarantors (as defined in Condition 3.5), the Paying Agents Guarantor and the Trustee any Agent will (except as otherwise required by law) deem and treat the bearer of any Note Bearer Note, Receipt or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking Banking, S.A. ("Clearstream, Luxembourg"), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, the Paying Agents Guarantor and the Trustee Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant Registered Global Note shall be treated by the Issuer, the Guarantors, Guarantor and any Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder "Noteholder" and "holder of Notes Notes" and related expressions shall be construed accordingly. In determining whether For so long as The Depository Trust Company ("DTC") or its nominee is the registered owner or holder of a particular person is entitled Registered Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Registered Global Note for all purposes under the Agency Agreement and the Notes, except to a particular nominal amount of Notes as aforesaid, the Trustee extent that in accordance with DTC's published rules and procedures any ownership rights may rely on such evidence and/or information and/or certification as it shall, in be exercised by its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concernedparticipants or beneficial owners through participants. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of DTC, Euroclear and Clearstream, Luxembourg, as the case may be. References to DTC, Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final TermsTerms or as may be approved by the Issuer, the Guarantor and the Principal Paying Agent.

Form, Denomination and Title. The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (Specified Currency, the Specified CurrencyDenomination(s) and the denomination(s) (the Specified Denomination(sForm(s)) specified . This Note is a Senior Note or a Subordinated Note, as indicated in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified DenominationPricing Supplement. This 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), an Index Linked Interest Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final TermsPricing Supplement. Definitive This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note or a combination of any of the foregoing, depending on the Redemption/Payment Basis shown in the applicable Pricing Supplement. Notes in definitive form are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the these Terms and Conditions are not applicable. Subject as set out below, title to the Notes Notes, Receipts and Coupons will pass by delivery. The For Notes held through NECIGEF deliveries will be made in accordance with the Dutch Securities Giro Transfer Act (‘Wet giraal effectenverkeer’). Except as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer, the Guarantors (as defined in Condition 3.5), the Agent and any Paying Agents and the Trustee will (except as otherwise required by law) Agent may deem and treat the bearer of any Note Note, Receipt or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding 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 global Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global global Note held on behalf of Euroclear Bank SA/NV S.A./N.V., as operator of the Euroclear System (‘Euroclear’) and/or Clearstream Banking S.A. Banking, société anonyme (‘Clearstream, Luxembourg’), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, the Guarantor and any Paying Agents and the Trustee Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such the Notes, for which purpose the bearer of the relevant Global global Note shall be treated by the Issuer, the Guarantors, Guarantor and any Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global global Note (and the expressions Noteholder ‘Noteholder’ and ‘holder of Notes Notes’ and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned). Notes which are represented by a Global global Note held by a common depositary for Euroclear or Clearstream, Luxembourg will be transferable only in accordance with the rules and procedures for the time being of Euroclear and or of Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final TermsPricing Supplement but shall not include NECIGEF. In case of Notes represented by a permanent global Note deposited with NECIGEF, the right of Noteholders to request delivery (‘uitlevering’) of these Notes under the Dutch Securities Giro Transfer Act (‘Wet giraal effectenverkeer’) shall be excluded.

Form, Denomination and Title. The Notes are in bearer form or in registered form as specified in the applicable Final Terms and, in the case of definitive Notes, serially numbered, in the currency (the "Specified Currency") and the denomination(s) denominations (the "Specified Denomination(s)") specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified DenominationDenomination and Bearer Notes may not be exchanged for Registered Notes and vice versa. This 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), Note or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final Terms. Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the these Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by deliverydelivery and title to the Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The Issuer, the Guarantors (as defined in Condition 3.5), the Paying Agents Issuer and the Trustee any Agent will (except as otherwise required by law) deem and treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg"), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, the Paying Agents Issuer and the Trustee Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant Registered Global Note shall be treated by the Issuer, the Guarantors, Issuer and any Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder "Noteholder" and "holder of Notes Notes" and related expressions shall be construed accordingly. In determining whether For so long as The Depository Trust Company ("DTC") or its nominee is the registered owner or holder of a particular person is entitled Registered Global Note, DTC or nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Registered Global Note for all purposes under the Agency Agreement and the Notes except to a particular nominal amount of Notes as aforesaid, the Trustee extent that in accordance with DTC's published rules and procedures any ownership rights may rely on such evidence and/or information and/or certification as it shall, in be exercised by its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concernedparticipants or beneficial owners through participants. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of DTC, Euroclear and Clearstream, Luxembourg, as the case may be. References to DTC, Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms.

Form, Denomination and Title. The Notes are in bearer form or in registered form as specified in the applicable Final Terms and, in the case of definitive Notes, serially numbered, in the currency (the "Specified Currency") and the denomination(s) denomination (the "Specified Denomination(s)") specified in the applicable Final Terms, provided that in the case of any Notes which are to be admitted to trading on a regulated market within the EEA or offered to the public in a Member State of the EEA in circumstances which would otherwise require the publication of a prospectus under the Prospectus Regulation, the minimum Specified Denomination shall be €100,000 (or its equivalent in any other currency as at the date of issue of the relevant Notes). Notes of one Specified Denomination may not be exchanged for Notes of another Specified DenominationDenomination and Bearer Notes may not be exchanged for Registered Notes and vice versa. This 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), Note or a Note issued on a non-interest bearing basis (Zero Coupon Note), Note or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final Terms. Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by deliverydelivery and title to the Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The Issuer, the Guarantors (as defined in Condition 3.5), the Guarantor and any Paying Agents and the Trustee Agent will (except as otherwise required by law) deem and treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, the Paying Agents Guarantor and the Trustee Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant Registered Global Note shall be treated by the Issuer, the Guarantors, Guarantor and any Paying Agent and the Trustee as the holder of such nominal amount 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. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. 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 and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.

Form, Denomination and Title. The Notes are issued in bearer form and(“Bearer Notes”, which expression includes Notes that are specified to be Exchangeable Bearer Notes), in the registered form (“Registered Notes”) or in bearer form exchangeable for Registered Notes (“Exchangeable Bearer Notes”) in each case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denomination(s) (the Specified Denomination(s)) specified shown in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified DenominationPricing Supplement. This Note may be is 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), an Index Linked Interest Note, an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note or a Partly Paid Note, a combination of any of the foregoingforegoing or any other kind of Note, depending upon the interest basis specified Interest and Redemption/ Payment Basis shown in the applicable Final TermsPricing Supplement. Definitive Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, unless they are save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Couponholders Talons in the these Conditions are not applicable. Subject Instalment Notes are issued with one or more Receipts attached. Registered Notes are represented by registered certificates (“Certificates”) and, save as set out belowprovided in Condition 2(c), title each Certificate shall represent the entire holding of Registered Notes by the same holder. Title to the Bearer Notes and the Receipts, Coupons will and Talons shall pass by delivery. The Issuer, Title to the Guarantors (as defined in Condition 3.5), the Paying Agents and the Trustee will (except as otherwise required Registered Notes shall pass by law) deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, registration in the case of any Global Note, without prejudice register that the Issuer shall procure to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream), each person (other than Euroclear or Clearstream) who is for the time being shown in the records of Euroclear or of Clearstream as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream 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 kept by the Issuer, the Guarantors, the Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Guarantors, any Paying Agent and the Trustee as the holder of such nominal amount 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. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. Notes which are represented by a Global Note will be transferable only Registrar in accordance with the rules and procedures for provisions of the time being Agency Agreement (the “Register”). Except as ordered by a court of Euroclear and Clearstreamcompetent jurisdiction or as required by law, the holder (as the case may be. References to Euroclear and/or Clearstream shalldefined below) of any Note, whenever the context so permitsReceipt, Coupon or Talon shall be deemed to include a reference to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless of any additional notice of ownership, trust or alternative clearing system specified an interest in it, any writing on it (or on the applicable Final TermsCertificate representing it) or its theft or loss (or that of the related Certificate) and no person shall be liable for so treating the holder.

Form, Denomination and Title. The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (Specified Currency, the Specified CurrencyDenomination(s) and the denomination(s) (the Specified Denomination(sForm(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This Note may be a Senior Note bearing interest on or a fixed rate basis (Subordinated Note, as indicated in the applicable Pricing Supplement. This Note may be a 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), an Index Linked Interest Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final TermsPricing Supplement. Definitive This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note or a combination of any of the foregoing, depending on the Redemption/Payment Basis shown in the applicable Pricing Supplement. Notes in definitive form are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the these Terms and Conditions are not applicable. Subject as set out below, title to the Notes Notes, Receipts and Coupons will pass by delivery. The For Notes held through NECIGEF deliveries will be made in accordance with the Dutch Securities Giro Transfer Act (‘Wet giraal effectenverkeer’). Except as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer, the Guarantors (as defined in Condition 3.5), the Agent and any Paying Agents and the Trustee will (except as otherwise required by law) Agent may deem and treat the bearer of any Note Note, Receipt or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding 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 global Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global global Note held on behalf of Euroclear Bank SA/NV S.A./N.V., as operator of the Euroclear System (‘Euroclear’) and/or Clearstream Banking S.A. Banking, société anonyme (‘Clearstream, Luxembourg’), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, the Guarantor and any Paying Agents and the Trustee Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such the Notes, for which purpose the bearer of the relevant Global global Note shall be treated by the Issuer, the Guarantors, Guarantor and any Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global global Note (and the expressions Noteholder ‘Noteholder’ and ‘holder of Notes Notes’ and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned). Notes which are represented by a Global global Note held by a common depositary for Euroclear or Clearstream, Luxembourg will be transferable only in accordance with the rules and procedures for the time being of Euroclear and or of Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final TermsPricing Supplement but shall not include NECIGEF. In case of Notes represented by a permanent global Note deposited with NECIGEF, a Noteholder shall not have the right to request delivery (‘uitlevering’) of his Notes under the Dutch Securities Giro Transfer Act (‘Wet giraal effectenverkeer’) other than as set out in the global Note.

Form, Denomination and Title. The Notes are in bearer registered form and, in the case of definitive Notes, serially numbered, in the currency (the “Specified Currency”) and the denomination(s) denominations (the “Specified Denomination(s)”) specified in the applicable Final TermsPricing Supplement. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This 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), an Index Linked Interest Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final TermsPricing Supplement. Definitive Notes are issued with Coupons attachedThis Note may also be an Index Linked Redemption Note, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note or a combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in the Conditions are not applicableapplicable Pricing Supplement. Subject as set out below, title to the Notes and Coupons will pass by deliveryupon registration of transfers in accordance with the provisions of the Agency Agreement. The Issuer, the Guarantors (as defined in Condition 3.5), the Paying Agents Guarantor and the Trustee any Agent will (except as otherwise required by law) deem and treat the bearer registered holder of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are Note is represented by a Global Note held on behalf of Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream, Luxembourg”), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, the Paying Agents Guarantor and the Trustee Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer registered holder of the relevant Global Note shall be treated by the Issuer, the Guarantors, 0012034-0005017 ICM:34416267.9 38 Guarantor and any Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder “Noteholder” and “holder of Notes Notes” and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. 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 and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final TermsPricing Supplement.

Form, Denomination and Title. The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) Currency and the denomination(s) (the Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This 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), an Index Linked Interest Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the interest basis specified Interest Basis shown in the applicable Final Terms. This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note or a combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in the applicable Final Terms. This Note may also be a Senior Note or a Subordinated Note, as indicated in the applicable Final Terms. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Notes Notes, Receipts and Coupons will pass by delivery. The Issuer, the Guarantors (as defined in Condition 3.5), Guarantor and the Paying Agents and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Note Note, Receipt or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding 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 Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by a Global Note held on behalf of Euroclear Bank SA/NV S.A./N.V. as operator of the Euroclear System (‘‘Euroclear’’) and/or Clearstream Banking S.A. Banking, socie´te´ anonyme (‘‘Clearstream, Luxembourg’’), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg 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 the Issuer, the Guarantors, Guarantor and the Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Guarantors, Guarantor and any Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder ‘‘Noteholder’’ and ‘‘holder of Notes Notes’’ and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. 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 and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Termssystem.